Common use of Seller’s Default Clause in Contracts

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED SUBJECT TO ARTICLE XVII, IF BUYER TENDERS PERFORMANCE OF ALL OF ITS OBLIGATIONS IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES ACCORDANCE WITH THIS AGREEMENT AND SELLER REFUSES OR FAILS TO SELL CONVEY THE PROPERTY AS HEREIN PROVIDED FOR ANY REASON OTHER THAN (A) A DEFAULT BY BUYER AFTER THE EXPIRATION OF A FIVE (5) DAY CURE PERIOD FOLLOWING WRITTEN NOTICE FROM BUYER, (B) THE EXISTENCE OF A PENDING DEFAULT, (C) THE FAILURE OF A CONDITION TO SELLER’S OBLIGATION TO CLOSE THIS TRANSACTION WHICH IS EXPRESSLY SET FORTH HEREIN, OR (D) ANY OTHER PROVISION OF THIS AGREEMENT THAT EXPRESSLY PERMITS SELLER TO TERMINATE THIS AGREEMENT OR OTHERWISE RELIEVES SELLER OF THE OBLIGATION TO CONVEY THE PROPERTY, BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN SHALL ELECT AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL ITS SOLE REMEDY HEREUNDER EITHER TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER TERMINATE THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AGREEMENT AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAYDEPOSIT, IN ADDITION WHICH CASE BUYER SHALL ALSO BE ENTITLED TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF RECOVER ITS ACTUAL OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN PROPOSED ACQUISITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, DUE DILIGENCE AND NEGOTIATIONS WITH SELLER AND LENDERS, IF APPLICABLE), NOT TO EXCEED THE SUM OF ONE HUNDRED THOUSAND DOLLARS ($100,000), OR TO ENFORCE, SELLER’S OBLIGATIONS UNDER THIS AGREEMENT AND TO CONVEY THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER PROPERTY BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE, PROVIDED THAT NO SUCH ACTION IN SPECIFIC PERFORMANCE SHALL SEEK TO REQUIRE SELLER TO DO ANY OF THE FOLLOWING: (A) CHANGE THE CONDITION OF THE PROPERTY OR RESTORE THE SAME AFTER ANY FIRE OR OTHER CASUALTY; (B) EXPEND MONEY OR POST A BOND TO REMOVE A TITLE ENCUMBRANCE OR DEFECT (OTHER THAN A SELLER’S MONETARY LIEN) OR CORRECT ANY MATTER SHOWN ON A SURVEY OF THE PROPERTY; OR (C) SECURE ANY PERMIT, APPROVAL, OR CONSENT WITH RESPECT TO THE PROPERTY OR SELLER’S CONVEYANCE OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.INITIALS: / [Initials of Buyer and Seller]

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, AND UPON THE RETURN OF THE EARNEST MONEY THIS AGREEMENT SHAXX XXXXINATE WITHOUT FURTHER ACTION OF THE PARTIES AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS AND NEGOTIATED IN GOOD FAITH UPON OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER CONTRARY, IF SELLER'S DEFAULT RESULTS FROM (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE ACTION WHICH RESULTS IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY AND WHICH GIVES RISE TO PURCHASER'S RIGHT TO TERMINATE THIS AGREEMENT AND FAILS PURSUANT TO SELL PARAGRAPH 5 HEREOF; (ii) ITS FAILURE TO EXPEND UP TO $25,000 IF (a) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $25,000 OR (b) THE PROPERTY TITLE INSURER IS WILLING TO BUYER INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $25,000 IN ACCORDANCE WITH THE TERMS HEREOFHEREOF OR (iii) ITS REFUSAL TO DELIVER THE DOCUMENTS NECESSARY TO EFFECTUATE THE CLOSING OR WILLFUL REFUSAL TO PERFORM THE COVENANTS NECESSARY TO EFFECTUATE THE CLOSING, THEN PURCHASER WILL BE ENTITLED TO SUE FOR SPECIFIC PERFORMANCE. BOTH PARTIES ACKNOWLEDGE IX XO EVENT SHALL SELLER BE LIABLE FOR ANY ACTUAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFAULT BY SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT SUBJECT TO THE LIMITATIONS ON LIABILITY PROVIDED IN PARAGRAPH 18, IN THE EVENT THE CLOSING OCCURS AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT IN THE EVENT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLYBY SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION OR REPRORATION OBLIGATION OR INDEMNITY WHICH SURVIVES CLOSING, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE PURCHASER SHALL HAVE ALL RIGHTS AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENTREMEDIES AT LAW OR AT EQUITY, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOFWITHOUT LIMITATION; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT THAT IN NO EVENT SHALL SELLER'S LIABILITY UNDER ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION, REPRORATION OBLIGATION OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN INDEMNITY MADE HEREUNDER OR UNDER ANY CLOSING DOCUMENTS EXCEED $300,000 (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A "SELLER'S MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTLIABILITY").

Seller’s Default. a. THIS AGREEMENT MAY BE TERMINATED BY THE PARTIES BUYER (I) ON THE CLOSING DATE IF ANY OF THE CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATIONS SET FORTH IN SECTION 5.2 HAVE DISCUSSED NOT BEEN SATISFIED AS OF THE CLOSING DATE OR WAIVED BY THE BUYER ON OR PRIOR TO THE CLOSING DATE OR (II) PRIOR TO OR ON THE CLOSING DATE, IF THERE IS A MATERIAL BREACH OR DEFAULT BY THE SELLERS IN THE PERFORMANCE OF ANY OF THE FOLLOWING OBLIGATIONS UNDER THIS AGREEMENT: (X) THE OBLIGATION UNDER THIS AGREEMENT TO CAUSE THE SALE OF THE ASSETS ON THE CLOSING DATE, (Y) THE OBLIGATIONS SET FORTH IN SUBSECTIONS 3.4(A), 3.4(C) (WITH RESPECT TO ASSUMED MATERIAL CONTRACTS, MANAGEMENT AGREEMENTS AND NEGOTIATED FRANCHISE AGREEMENTS ONLY), 3.4(D), 3.4(E), 3.4(I), 3.4(K) AND (Z) THE OBLIGATIONS SET FORTH IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER SECTION 6.2 HEREOF. b. IN THE EVENT THAT SELLERTHIS AGREEMENT IS TERMINATED BY THE BUYER PURSUANT TO CLAUSE (I) OF SUBSECTION 13.2(A), WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT SHALL BE NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS AGAINST OR TO THE OTHER EXCEPT (I) FOR THOSE PROVISIONS OF THIS AGREEMENT WHICH BY THEIR TERMS EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT AND FAILS (II) THE ESCROW AGENT SHALL DISBURSE THE XXXXXXX MONEY TO SELL THE PROPERTY BUYER AS THE BUYER'S SOLE AND EXCLUSIVE REMEDY. c. IN THE EVENT THE BUYER TERMINATES THIS AGREEMENT PURSUANT TO CLAUSE (II) OF SUBSECTION 13.2(A) AS THE RESULT OF THE SELLERS' BREACH OF ANY OF THE OBLIGATIONS SET FORTH IN SUBSECTION 13.2(A)(II), THE BUYER, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, MAY EITHER (I) TERMINATE THIS AGREEMENT, DIRECT THE ESCROW AGENT TO DELIVER THE XXXXXXX MONEY TO THE BUYER IN ACCORDANCE WITH AND RETAIN THE XXXXXXX MONEY, AT WHICH TIME THIS AGREEMENT SHALL BE TERMINATED AND OF NO FURTHER FORCE AND EFFECT EXCEPT FOR THE PROVISIONS WHICH EXPLICITLY SURVIVE SUCH TERMINATION, OR (II) SPECIFICALLY ENFORCE THE TERMS HEREOFAND CONDITIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT SUCH ACTION SEEKING SPECIFIC PERFORMANCE SHALL BE INITIATED WITHIN 90 DAYS OF THE CLOSING DATE. BOTH PARTIES THE BUYER AND THE SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT DAMAGES IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY THE BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT DEFAULT BY THE SELLERS, AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN CLAUSE (I) OF THIS SUBSECTION 13.2(C) IS A REASONABLE APPROXIMATION THEREOF. ACCORDINGLY, IN THE EVENT THAT THERE IS A MATERIAL BREACH OR DEFAULT BY THE SELLERS IN THE PERFORMANCE OF THEIR OBLIGATIONS DESCRIBED IN 13.2(A)(II) ABOVE, AND THE BUYER ELECTS NOT TO EXERCISE THE REMEDY SET FORTH IN CLAUSE (II) BELOWOF THIS SUBSECTION 13.2(C) BUT INSTEAD ELECTS THE REMEDY SET FORTH IN CLAUSE (I) OF THIS SUBSECTION 13.2(C), SEEK THE DELIVERY OF THE XXXXXXX MONEY TO THE BUYER SHALL CONSTITUTE AND BE DEEMED TO BE AGREED AND LIQUIDATED DAMAGES FROM SELLER AND IS NOT INTENDED TO BE A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, OR ANY SIMILAR PROVISION, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE BUYER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN ADDITION TO TERMINATING THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND RETURN OF THE XXXXXXX MONEY DEPOSITTO THE BUYER, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR IS TERMINATED BY THE BUYER AS A RESULT OF A WILLFUL AND PURPOSESFUL DEFAULT BY THE SELLERS, THE SELLERS SHALL REIMBURSE THE BUYER FOR THE REASONABLE OUT-OF-POCKET THIRD PARTY DUE DILIGENCE COSTS AND EXPENSES AND ATTORNEYS' FEES ACTUALLY INCURRED BY THE BUYER IN CONNECTION WITH THIS AGREEMENT, IN AN AGGREGATE AMOUNT NOT TO EXCEED $2,000,000. THE CLOSING BUYER AGREES TO, AND DOES HEREBY, WAIVE ALL OTHER REMEDIES AGAINST THE SELLERS WHICH THE BUYER HEREBY WAIVES ANY RIGHTS IT MAY MIGHT OTHERWISE HAVE TO SEEK OTHER REMEDIESAT LAW OR IN EQUITY BY REASON OF SUCH BREACH OR DEFAULT BY THE SELLERS. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYSSELLERS' FEE OR REIMBURSEMENT OF INITIALS: BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.'S INITIALS:

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES IF SELLER DEFAULTS UNDER THIS AGREEMENT AND FAILS TO SELL COMPLETE THE PROPERTY TO PURCHASE AS PROVIDED HEREIN, THEN BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN SHALL BE ENTITLED, AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S ITS SOLE AND EXCLUSIVE REMEDY REMEDY, WHETHER AT LAW OR IN SUCH CASE SHALL BE EQUITY, EITHER (A) TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND RECOVER THE PURCHASE PRICE DEPOSIT OR (B) IN LIEU OF TERMINATING THE AGREEMENT AND RECOVERING THE PURCHASE PRICE DEPOSIT, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE OF THIS AGREEMENT WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, BUT ONLY IF BUYER DEPOSITS WITH ESCROW HOLDER THE CASH BALANCE OF THE XXXXXXX MONEY DEPOSITPURCHASE PRICE (OR EVIDENCE A LOAN COMMITMENT FOR SUCH CASH BALANCE OR FINANCIAL STATEMENTS EVIDENCING BUYER'S ABILITY TO FUND SUCH CASH BALANCE), PLUS ANY INTEREST THEREONWITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE SCHEDULED CLOSING DATE, LESS TOGETHER WITH ALL CLOSING DOCUMENTS REQUIRED HEREUNDER FROM BUYER AND BUYER FILES SUCH SPECIFIC PERFORMANCE ACTION WITHIN THIRTY (30) DAYS FOLLOWING THE INDEPENDENT CONSIDERATIONSCHEDULED CLOSING DATE. BUYER SHALL HAVE NO NOT BE ENTITLED TO RECORD A LIEN OR LIS PENDENS AGAINST THE PROPRETY OTHER REMEDY THAN IN CONNECTION AND CONCURRENTLY WITH THE EVENT FILING OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SUCH SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULTACTION. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT./s/ SO /s/ Illegible ------------------------ -------------------------

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT OF AN UNCURED DEFAULT BY SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYERPURCHASER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE THE RIGHT TO EITHER: (IA) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK COLLECT ACTUAL DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT NOT TO EXCEED $250,000.00 AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND RETURN OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREONAND THIS AGREEMENT SHALL TERMINATE AND EXCEPT AS SPECIFICALLY PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, LESS THE INDEPENDENT CONSIDERATION. BUYER NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO EACH OTHER AT LAW OR IN EQUITY; OR (B) XXX FOR SPECIFIC PERFORMANCE OF ALL OF SELLER’S OBLIGATIONS HEREUNDER (AND SELLER HEREBY ACKNOWLEDGES THAT NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR AVAILABLE TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. PURCHASER HEREUNDER SHALL BE CONSTRUED OR INTERPRETED AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ADEQUATE LEGAL REMEDY THAT WOULD PRECLUDE PURCHASER FROM PURSUING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDEROF THIS AGREEMENT). FOR PURPOSES OF THIS SECTION, BUYER MUST COMMENCE SUCH AN ACTION UNCURED DEFAULT IS ANY DEFAULT OR BREACH UNDER THIS AGREEMENT THAT IS NOT CURED BY SELLER WITHIN NINETY TEN (9010) DAYS AFTER WRITTEN NOTICE FROM PURCHASER TO SELLER AND ESCROW AGENT WHICH SPECIFIES THE OCCURRENCE DETAILS OF SELLER’S SUCH DEFAULT. BUYER AGREES , EXCEPT FOR THE FAILURE OF SELLER TO CLOSE UNDER THIS AGREEMENT ON THE CLOSING DATE FOR ANY REASON OTHER THAN A PURCHASER DEFAULT THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE HAS NOT BEEN CURED WITHIN SUCH NINETY (90) DAY ANY APPLICABLE CURE PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.. Seller’s Initials /s/ GAB Purchaser’s Initials /s/ MA

Seller’s Default. IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION SALE OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT UNDER THIS AGREEMENT, THEN BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN MAY ELECT, AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE REMEDIES, EITHER TO: (a) Terminate: TERMINATE THIS AGREEMENT WITH RESPECT TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF THE AFFECTED PROPERTY BY NOTIFYING SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAYTHEREOF, IN ADDITION WHICH CASE ESCROW AGENT SHALL RETURN THE APPLICABLE PORTION OF THE DEPOSIT ALLOCATED TO SUCH TERMINATED PROPERTIES TO BUYER, RECOVER FROM SELLER AN AMOUNT OF MONEY EQUAL TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF ACTUAL OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TRANSACTION CONTEMPLATED BY THIS AGREEMENT TO THE EXTENT ALLOCATED TO SUCH TERMINATED PROPERTIES (COLLECTIVELY, THE “PURSUIT COSTS”), AND, AFTER RECEIPT BY BUYER OF THE APPLICABLE PORTION OF THE DEPOSIT AND REIMBURSEMENT FROM SELLER FOR THE PURSUIT COSTS, NEITHER PARTY HERETO SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH TERMINATED PROPERTIES, EXCEPT THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION; OR (b) Specific Performance: ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT; OR (c) Intentional Acts of Seller. IF SELLER SELLS OR OTHERWISE TRANSFERS TITLE TO ANY OF THE PROPERTY TO A MAXIMUM AGGREGATE AMOUNT BONA FIDE PURCHASER OR OTHER TRANSFEREE WITHOUT KNOWLEDGE OF $300,000THIS AGREEMENT, OR (II) TERMINATE THIS AGREEMENT OTHERWISE INTENTIONALLY TAKES ANY ACTION WHICH MAKES IT IMPOSSIBLE FOR BUYER TO PURSUE SPECIFIC PERFORMANCE, ANY SUCH ACTION WILL CONSTITUTE A WILLFUL AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S INTENTIONAL BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE WILL, ACCORDINGLY, ONLY IN THAT CIRCUMSTANCE BE ENTITLED TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT PURSUE ALL REMEDIES AVAILABLE TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE AT LAW OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTIN EQUITY.

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, AND THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS PURCHASER'S RIGHT TO SELL RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES INCURRED IN THE PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER AND THE PREPARATION OF THIS AGREEMENT NOT TO EXCEED THE AMOUNT OF THE THEN DEPOSITED EARNEST MONEY AT THE TIME OF THE XXXXXXENCE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT IS (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE, ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY AND WHICH GIVES RISE TO BUYER PURCHASER'S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO PARAGRAPH 5 HEREOF; (ii) ITS FAILURE TO EXPEND UP TO $25,000 IF (a) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $25,000 OR (b) THE TITLE INSURER IS WILLING TO INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $25,000 IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT HEREOF OR (iii) ITS REFUSAL TO DELIVER THE DEED OR THE ASSIGNMENT OF SUCH A BREACH GROUND LEASE, THEN PURCHASER WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL ENTITLED TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: SUE EITHER (Ii) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENTPERFXXXANCE OR (ii) FOR ACTUAL, BUT NOT FOR DAMAGES OF ANY KIND, DOCUMENTED THIRD PARTY COSTS AND RECOVER ITS ATTORNEYS FEES EXPENSES SUFFERED OR INCURRED BY PURCHASER IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAYWITH SELLER'S DEFAULT, IN ADDITION AN AGGREGATE AMOUNT NOT TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN EXCEED THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THEN DEPOSITED EARNEST MONEY AT THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND TIME OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS XXXXXXENCE. IN NO EVENT SHALL PURCHASER HAVE THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN RIGHT TO OBTAIN THE EVENT REMEDIES OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR BOTH SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTAND MONETARY DAMAGES.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES IF SELLER DEFAULTS UNDER THIS AGREEMENT AND FAILS TO SELL COMPLETE THE PURCHASE AS PROVIDED HEREIN, THEN BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, WHETHER AT LAW OR IN EQUITY, EITHER (A) TO TERMINATE THIS AGREEMENT AND RECOVER ITS DEPOSIT PLUS REASONABLE OUT OF-POCKET COSTS PAID BY BUYER WITH RESPECT TO ITS DUE DILIGENCE INVESTIGATION OF THE PROPERTY IN AN AMOUNT NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000) IN THE AGGREGATE (“BUYER’S REIMBURSABLE EXPENSES”) OR (B) IN LIEU OF TERMINATING THE AGREEMENT AND RECOVERING ITS DEPOSIT AND BUYER’S REIMBURSABLE EXPENSES (A), BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE OF THE CONVEYANCE OF THE PROPERTY WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER IF BUYER IS READY, WILLING AND ABLE TO CLOSE, AND FILES SUCH SPECIFIC PERFORMANCE ACTION WITHIN THIRTY (30) DAYS FOLLOWING THE SCHEDULED CLOSING DATE AND DILIGENTLY PROSECUTES SUCH ACTION TO COMPLETION. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUYER SHALL NOT BE ENTITLED TO RECORD A LIEN OR LIS PENDENS AGAINST THE PROPERTY AND BUYER HEREBY WAIVES ANY SUCH RIGHT OTHER THAN IN CONNECTION WITH THE PROPER AND TIMELY FILING OF A SPECIFIC PERFORMANCE ACTION BY BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE FOREGOING PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.PARAGRAPH 15.2. MV TT

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES IF SELLER DEFAULTS UNDER THIS AGREEMENT AND FAILS TO SELL COMPLETE THE PROPERTY TO PURCHASE AS PROVIDED HEREIN, THEN BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN SHALL BE ENTITLED, AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S ITS SOLE AND EXCLUSIVE REMEDY REMEDY, WHETHER AT LAW OR IN SUCH CASE SHALL BE EQUITY, EITHER (A) TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER TERMINATE THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AGREEMENT AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF DEPOSIT PLUS BUYER’S REASONABLE AND ACTUAL OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS COSTS PAID BY BUYER TO THIRD PARTIES (UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,00050,000.00) WITH RESPECT TO ITS DUE DILIGENCE INVESTIGATIONS OF THE PROPERTY, OR (IIB) TERMINATE THIS IN LIEU OF TERMINATING THE AGREEMENT AND RECEIVE A REFUND RECOVERING ITS DEPOSIT, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE OF THE XXXXXXX MONEY DEPOSITCONVEYANCE OF THE PROPERTY WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, PLUS ANY INTEREST THEREONBUT ONLY IF BUYER IS READY, LESS WILLING AND ABLE TO CLOSE ON OR BEFORE THE INDEPENDENT CONSIDERATIONSCHEDULED CLOSING DATE, AND BUYER FILES SUCH SPECIFIC PERFORMANCE ACTION WITHIN THIRTY (30) DAYS FOLLOWING THE SCHEDULED CLOSING DATE. BUYER SHALL HAVE NO NOT BE ENTITLED TO RECORD A LIEN OR LIS PENDENS AGAINST THE PROPERTY OTHER REMEDY THAN IN CONNECTION AND CONCURRENTLY WITH THE EVENT FILING OF SUCH SPECIFIC PERFORMANCE ACTION. SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF INITIALS BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.INITIALS

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER’S UNCURED FAILURE TO PERFORM ANY COVENANT REQUIRED HEREIN OR BECAUSE OF ANY INTENTIONAL BREACH OF A WARRANTY OR MISREPRESENTATION, PURCHASER’S SOLE REMEDY SHALL BE THE PARTIES RIGHT TO A RETURN OF ALL EXXXXXX MONEY (LESS THE INDEPENDENT CONSIDERATION) TOGETHER WITH ANY INTEREST ACCRUED THEREON, THIS AGREEMENT SHALL TERMINATE, AND TO THE EXTENT SUCH BREACH IS DUE TO OF ANY INTENTIONAL BREACH OF A WARRANTY OR INTENTIONAL MISREPRESENTATION OF SELLER, SELLER SHALL REIMBURSE PURCHASER FOR THE ACTUAL AND DOCUMENTED OUT OF POCKET EXPENSES INCURRED BY PURCHASER IN CONNECTION WITH THIS AGREEMENT WITH RESPECT TO ANY APPLICABLE TERMINATED HOUSING COMMUNITY AND THE TRANSACTIONS CONTEMPLATED HEREBY WITH RESPECT THERETO IN AN AGGREGATE AMOUNT NOT TO EXCEED THE COST CAP (AS SET FORTH IN SCHEDULE 2), AND EXCEPT FOR THOSE PROVISIONS THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT, NEITHER PARTY SHALL HAVE DISCUSSED ANY FURTHER OBLIGATION OR LIABILITY TO EACH OTHER AT LAW OR IN EQUITY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER’S DEFAULT IS ITS REFUSAL TO DELIVER THE DEED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES OTHER DOCUMENTS REQUIRED TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLERDELIVERED AT CLOSING, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH THEN PURCHASER WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL ENTITLED, AS ITS SOLE REMEDY, TO ASCERTAIN. ACCORDINGLYSXX FOR SPECIFIC PERFORMANCE, THE PARTIES HEREBY AGREE PROVIDED THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN PURCHASER ASSERTS SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION CLAIM FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED WITHIN THIRTY (30) DAYS FROM THE SCHEDULED CLOSING DATE SET FORTH IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF8; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION NOTWITHSTANDING ANYTHING TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED CONTRARY CONTAINED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP AGREEMENT, UNDER NO CIRCUMSTANCES SHALL PURCHASER BE PERMITTED OR ENTITLED TO FILE A MAXIMUM AGGREGATE AMOUNT CLAIM OF $300,000, OR (II) TERMINATE LIS PENDENS AGAINST ANY PROPERTY. IF PURCHASER IS UNABLE TO ENFORCE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION BY SUIT FOR SPECIFIC PERFORMANCE HEREUNDERDUE TO SELLER SELLING THE PROPERTY TO A THIRD PARTY AND IF PURCHASER ENTERED INTO AND PAID FOR A RATE LOCK AGREEMENT FOR ITS ACQUISITION LOAN, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THEN PURCHASER MAY RECOVER PURCHASER’S ACTUAL OUT-OF-POCKET FEE PAID TO ITS LENDER NOT TO EXCEED TWO PERCENT OF THE OCCURRENCE OF SELLER’S DEFAULTLOAN AMOUNT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.Seller’s Initials _MRM_________ Purchaser’s Initials __CA________

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL XXXXXXX MONEY TOGETHER WITH ANY INTEREST ACCRUED THEREON, AND THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND NEGOTIATED RESTORE THE PROPERTY AS SET FORTH MORE FULLY IN GOOD FAITH UPON THE QUESTION OF DAMAGES PARAGRAPH 7 AND PURCHASER'S RIGHT TO BE SUFFERED BY BUYER RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES INCURRED IN THE EVENT THAT PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER AND THE PREPARATION OF THIS AGREEMENT, NOT TO EXCEED $25,000. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT IS (I) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL WILLFUL ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY WITH THE INTENTION TO BUYER PREVENT THE SALE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE HEREOF AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL WHICH GIVES RISE TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE PURCHASER'S RIGHT TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER TERMINATE THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH AGREEMENT PURSUANT TO SECTION 7.4 PARAGRAPH 5 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION EXPEND UP TO $100,000 IF (A) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $100,000 OR (B) THE TITLE INSURER IS WILLING TO INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $100,000 IN ACCORDANCE WITH THE TERMS HEREOF OR (III) ITS WILLFUL REFUSAL TO DELIVER THE DEED, THEN PURCHASER WILL BE ENTITLED TO XXX FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD PERFORMANCE. PURCHASER AND SELLER AGREE THAT A DEFAULT BY NORTHGATE DRIVE LIMITED PARTNERSHIP, AN ILLINOIS LIMITED PARTNERSHIP, UNDER ANY OF THE TERMS OR CONDITIONS OF THE COMPANION CONTRACT SHALL BE DEEMED A WAIVER BY IT DEFAULT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS SELLER UNDER THIS AGREEMENT.. IN ADDITION, SELLER AND PURCHASER AGREE THAT A DEFAULT BY SELLER UNDER THIS AGREEMENT SHALL BE DEEMED A DEFAULT OF IRVING ASSOCIATES UNDER THE COMPANION CONTRACT. Purchaser's Initials ILLEGIBLE Seller's Initials ILLEGIBLE. _________ _________

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES IF SELLER DEFAULTS UNDER THIS AGREEMENT AND FAILS TO SELL COMPLETE THE PROPERTY TO PURCHASE AS PROVIDED HEREIN, THEN BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN SHALL BE ENTITLED, AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S ITS SOLE AND EXCLUSIVE REMEDY (EXCEPT AS PROVIDED BELOW), WHETHER AT LAW OR IN SUCH CASE SHALL BE EQUITY, EITHER (A) TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER TERMINATE THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AGREEMENT AND RECOVER ITS ATTORNEYS FEES DEPOSIT AND BE REIMBURSED BY SELLER FOR THE OUT-OF-POCKET COSTS ACTUALLY INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BY BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN NEGOTIATION OF THIS AGREEMENT AND BUYER’S DUE DILIGENCE FOR THE OTHER PURCHASE AGREEMENTS UP PROPERTY IN AN AMOUNT NOT TO A MAXIMUM AGGREGATE AMOUNT OF EXCEED THIRTY THOUSAND DOLLARS ($300,000, 30,000) OR (IIB) TERMINATE IN LIEU OF TERMINATING THIS AGREEMENT AND RECEIVE A REFUND RECOVERING ITS DEPOSIT AND OUT-OF-POCKET COSTS, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE OF THIS AGREEMENT, AND EXCEPT FOR THE XXXXXXX MONEY DEPOSITEXTENSION CREDIT AND BUYER RELOCATION CREDIT SET FORTH IN SECTION 7.2, PLUS WITHOUT RIGHT TO ANY INTEREST THEREONDAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, LESS BUT ONLY IF BUYER FILES SUCH SPECIFIC PERFORMANCE ACTION WITHIN SIXTY (60) DAYS FOLLOWING THE INDEPENDENT CONSIDERATIONSCHEDULED CLOSING DATE. BUYER SHALL HAVE NO OTHER REMEDY NOT BE ENTITLED TO RECORD A LIEN OR LIS PENDENS AGAINST THE PROPERTY EXCEPT IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE CONNECTION WITH AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS FOREGOING SHALL NOT LIMIT BUYER'S REMEDIES WITH RESPECT TO SELLER'S OBLIGATIONS UNDER PARAGRAPH 17 OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, AGREEMENT OR THE ATTORNEYS' FEE OR REIMBURSEMENT OF FEES PROVISION SET FORTH IN PARAGRAPH 18 BELOW. NOTHING IN THIS SECTION SHALL LIMIT BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.CLAIMS FOR AN INACCURACY IN ANY SELLER ESTOPPEL. SELLER'S INITIALS BUYER'S INITIALS

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, AND UPON THE RETURN OF THE EARNEST MONEY THIS AGREEMENT SHAXX XXXXINATE WITHOUT FURTHER ACTION OF THE PARTIES AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS AND NEGOTIATED IN GOOD FAITH UPON OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE QUESTION CONTRARY, IF SELLER'S DEFAULT RESULTS FROM (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE ACTION DONE WITH THE INTENTION OF DAMAGES TO BE SUFFERED BY BUYER PREVENTING THE SALE WHICH RESULTS IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY AND WHICH GIVES RISE TO PURCHASER'S RIGHT TO TERMINATE THIS AGREEMENT AND FAILS PURSUANT TO SELL PARAGRAPH 5 HEREOF; OR (ii) ITS REFUSAL TO DELIVER THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE DEED OR FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT, THEN PURCHASER WILL BE ENTITLED TO SUE FOR SPECIFIC PERFORMANCE. IX XO EVENT SHALL SELLER BE LIABLE FOR ANY ACTUAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFAULT BY SELLER LEADING TO A TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT NOT FOR DAMAGES SUBJECT TO THE LIMITATIONS ON LIABILITY PROVIDED IN PARAGRAPH 18, IN THE EVENT THE CLOSING OCCURS AND IN THE EVENT OF A BREACH BY SELLER OF ANY KINDREPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION OR REPRORATION OBLIGATION OR INDEMNITY WHICH SURVIVES CLOSING, PURCHASER SHALL HAVE ALL RIGHTS AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOFREMEDIES AT LAW OR AT EQUITY, WITHOUT LIMITATION; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT THAT IN NO EVENT SHALL SELLER'S LIABILITY UNDER ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION, REPRORATION OBLIGATION OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS INDEMNITY MADE HEREUNDER OR UNDER ANY CLOSING DOCUMENTS, UNDER THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAYAMMENDALE I CONTRACT AND/OR ANY CLOSING DOCUMENTS UNDER THE AMMENDALE I CONTRACT EXCEED, IN ADDITION TO THE REMEDY SET FORTH IN AGGREGATE THE SUM OF $400,000 (II) BELOW, SEEK DAMAGES FROM "SELLER'S MAXIMUM LIABILITY"). PURCHASER AND SELLER AGREE THAT THIS AGREEMENT SHALL BE CROSS DEFAULTED WITH THE AMMENDALE I CONTRACT AND THAT IF PURCHASER TERMINATES THE AMMENDALE I CONTRACT BY REASON OF A BREACH BY SELLER OF ANY OF THE REPRESENTATIONS OR WARRANTIES MADE BY SELLER IN THE AMOUNT AMMENDALE I CONTRACT OR THE FAILURE OF BUYER’S OUT SELLER TO PERFORM ANY OF POCKET EXPENSES INCURRED THE COVENANTS OR AGREEMENTS TO BE PERFORMED BY SELLER UNDER THE AMMENDALE I CONTRACT, PURCHASER SHALL ALSO IN CONNECTION WITH SUCH EVENT HAVE THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP RIGHT TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND SUE TO RECOVER ANY DAMAGES ARISIXX OUT OF THE XXXXXXX MONEY DEPOSITANY SUCH TERMINATION, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE BUT IN NO OTHER REMEDY EVENT IN THE EVENT OF AN AGGREGATE AMOUNT EXCEEDING SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT'S MAXIMUM LIABILITY.

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE PARTIES RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, EXCEPT THAT PURCHASER SHALL ALSO HAVE DISCUSSED AND NEGOTIATED THE RIGHT TO REIMBURSEMENT FROM SELLER FOR ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES (NOT TO EXCEED $100,000 IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER ANY EVENT) INCURRED IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES NEGOTIATION OF THIS AGREEMENT AND FAILS THE PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER. UPON THE RETURN OF THE EARNEST MONEY AND THE REIMBURSEMXXX XX SELLER FOR OUT OF POCKET COSTS AS PROVIDED ABOVE, THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO SELL EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS AND OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT RESULTS FROM (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY AND WHICH GIVES RISE TO BUYER PURCHASER'S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO PARAGRAPH 5 HEREOF; OR (ii) SELLER'S FAILURE TO EXPEND UP TO $25,000 IF (a) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $25,000 OR (b) THE TITLE INSURER IS WILLING TO INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $25,000 IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT HEREOF OR (iii) SELLER'S REFUSAL TO DELIVER THE DEED OR THE OTHER CONVEYANCE DOCUMENTS DESCRIBED IN PARAGRAPHS 9.2.1-9.2.7, 9.2.10-9.2.11 and 9.2.13-9.2.16 OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, PURCHASER SHALL BE ENTITLED TO SUE FOR SPECIFIC PERFORMANCE. IX XO EVENT SHALL SELLER BE LIABLE FOR ANY ACTUAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFAULT BY SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT NOT FOR DAMAGES SUBJECT TO THE LIMITATIONS ON LIABILITY PROVIDED IN SECTION 18, IN THE EVENT THE CLOSING OCCURS AND IN THE EVENT OF A BREACH BY SELLER OF ANY KINDREPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION OR REPRORATION OBLIGATION OR INDEMNITY WHICH SURVIVES CLOSING, THE PURCHASER SHALL HAVE ALL RIGHTS AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOFREMEDIES AT LAW OR AT EQUITY, WITHOUT LIMITATION; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT THAT IN NO EVENT SHALL SELLER'S LIABILITY UNDER ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION, REPRORATION OBLIGATION OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER INDEMNITY MADE HEREUNDER OR UNDER ANY CLOSING DOCUMENTS EXCEED $200,000 IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A AGGREGATE ("SELLER'S MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTLIABILITY").

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, AND UPON THE RETURN OF THE EARNEST MONEY THIS AGREEMENT SHAXX XXXXINATE WITHOUT FURTHER ACTION OF THE PARTIES AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS AND NEGOTIATED IN GOOD FAITH UPON OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE QUESTION CONTRARY, IF SELLER'S DEFAULT RESULTS FROM (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE ACTION DONE WITH THE INTENTION OF DAMAGES TO BE SUFFERED BY BUYER PREVENTING THE SALE WHICH RESULTS IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY AND WHICH GIVES RISE TO PURCHASER'S RIGHT TO TERMINATE THIS AGREEMENT AND FAILS PURSUANT TO SELL PARAGRAPH 5 HEREOF; OR (ii) ITS REFUSAL TO DELIVER THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE DEED OR FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT, THEN PURCHASER WILL BE ENTITLED TO SUE FOR SPECIFIC PERFORMANCE. IX XO EVENT SHALL SELLER BE LIABLE FOR ANY ACTUAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFAULT BY SELLER LEADING TO A TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT NOT FOR DAMAGES SUBJECT TO THE LIMITATIONS ON LIABILITY PROVIDED IN PARAGRAPH 18, IN THE EVENT THE CLOSING OCCURS AND IN THE EVENT OF A BREACH BY SELLER OF ANY KINDREPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION OR REPRORATION OBLIGATION OR INDEMNITY WHICH SURVIVES CLOSING, PURCHASER SHALL HAVE ALL RIGHTS AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOFREMEDIES AT LAW OR AT EQUITY, WITHOUT LIMITATION; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT THAT IN NO EVENT SHALL SELLER'S LIABILITY UNDER ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION, REPRORATION OBLIGATION OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS INDEMNITY MADE HEREUNDER OR UNDER ANY CLOSING DOCUMENTS, UNDER THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAYAMMENDALE II CONTRACT AND/OR ANY CLOSING DOCUMENTS UNDER THE AMMENDALE II CONTRACT EXCEED, IN ADDITION TO THE REMEDY SET FORTH IN AGGREGATE THE SUM OF $400,000 (II) BELOW, SEEK DAMAGES FROM "SELLER'S MAXIMUM LIABILITY"). PURCHASER AND SELLER AGREE THAT THIS AGREEMENT SHALL BE CROSS DEFAULTED WITH THE AMMENDALE II CONTRACT AND THAT IF PURCHASER TERMINATES THE AMMENDALE II CONTRACT BY REASON OF A BREACH BY SELLER OF ANY OF THE REPRESENTATIONS OR WARRANTIES MADE BY SELLER IN THE AMOUNT AMMENDALE II CONTRACT OR THE FAILURE OF BUYER’S OUT SELLER TO PERFORM ANY OF POCKET EXPENSES INCURRED THE COVENANTS OR AGREEMENTS TO BE PERFORMED BY SELLER UNDER THE AMMENDALE II CONTRACT, PURCHASER SHALL ALSO IN CONNECTION WITH SUCH EVENT HAVE THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP RIGHT TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND SUE TO RECOVER ANY DAMAGES ARISIXX OUT OF THE XXXXXXX MONEY DEPOSITANY SUCH TERMINATION, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE BUT IN NO OTHER REMEDY EVENT IN THE EVENT OF AN AGGREGATE AMOUNT EXCEEDING SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT'S MAXIMUM LIABILITY.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES IF ESCROW FAILS TO BE SUFFERED CLOSE DUE TO A DEFAULT BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLENOT CURED WITHIN THREE BUSINESS DAYS AFTER WRITTEN NOTICE THEREOF FROM BUYER, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN MAY EITHER (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (III) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS DEPOSIT TOGETHER WITH ANY INTEREST ACCRUED THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER AND IF SUCH DEFAULT BY SELLER WAS A MATERIAL DEFAULT OF A MATERIAL OBLIGATION OF SELLER HEREUNDER, PURSUE AN ACTION FOR MONETARY DAMAGES AGAINST SELLER, BUT SUCH ACTION SHALL HAVE NO OTHER REMEDY IN THE EVENT BE LIMITED TO RECOVERY OF SELLER’S BREACH BUYER'S ACTUAL OUT OF THIS AGREEMENT PRIOR POCKET DAMAGES UP TO THE CLOSING $100,000.00, AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE RECOVER CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (II) PURSUE AN ACTION FOR SPECIFIC PERFORMANCE. EXCEPT AS OTHERWISE PROVIDED ABOVE, BUYER MAY NOT PURSUE ANY OTHER RIGHTS OR REMEDIES AT LAW OR IN EQUITY WITH RESPECT TO THIS AGREEMENT OR THE PROPERTY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BUYER SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT IF BUYER FAILS TO DELIVER TO SELLER WRITTEN NOTICE OF ITS INTENT TO FILE A CLAIM OR ASSERT A CAUSE OF ACTION FOR SPECIFIC PERFORMANCE AGAINST SELLER ON OR BEFORE THIRTY (30) DAYS FOLLOWING THE SCHEDULED CLOSING DATE OR, HAVING GIVEN SUCH NOTICE, FAILS TO FILE A LAWSUIT ASSERTING SUCH CLAIM OR CAUSE OF ACTION IN THE COUNTY IN WHICH THE PROPERTY IS LOCATED WITHIN TWO MONTHS FOLLOWING THE SCHEDULED CLOSING DATE. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITYPROPERTY, ATTORNEYS' FEE WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.OTHERWISE    INITIALS: Seller /s/ JPC Buyer /s/ GOR 

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IF SELLER SHALL DEFAULT IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT FOR ANY REASON, THEN BUYER, AS ITS SOLE AND FAILS EXCLUSIVE REMEDY AND RIGHT TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLYSELLER’S DEFAULT, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE ENTITLED TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER TERMINATE THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS RECEIVE THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A IMMEDIATE REFUND OF THE XXXXXXX MONEY DEPOSITDEPOSITED BY BUYER, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY AND DAMAGES IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR AN AMOUNT EQUAL TO THE CLOSING LESSER OF: (A) BUYER’S ACTUAL OUT-OF-POCKET COST AND EXPENSE IN PERFORMING BUYER’S DUE DILIGENCE WITH RESPECT TO THE PROPERTY AND IMPROVEMENTS AND IN OBTAINING FINANCING; OR (B) $50,000.00, TO COMPENSATE BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE ITS COSTS OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD PERFORMING DUE DILIGENCE AND SELLER SHALL BE DEEMED A WAIVER BY IT RESPONSIBLE FOR ALL COSTS OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCEESCROW, IF ANY. NOTWITHSTANDING THE FOREGOING, IF SELLER INTENTIONALLY DEFAULTS UNDER THIS AGREEMENT FOR THE PROVISIONS SOLE PURPOSE OF SELLING THE PROPERTY TO A THIRD PARTY FOR A HIGHER PURCHASE PRICE, THEN BUYER SHALL BE ENTITLED TO SEEK SPECIFIC PERFORMANCE OF THIS SECTION 8.2 SHALL NOT APPLY AGREEMENT. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, BUYER WAIVES ALL RIGHTS AND REMEDIES BUYER OTHERWISE MAY HAVE BY LAW TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER SPECIFICALLY ENFORCE THIS AGREEMENT.

Seller’s Default. If (a) the conditions precedent set ----------------- forth in Section 3.1(b) shall have been satisfied or waived and (b) Seller shall refuse to perform its material closing obligations under this Agreement (e.g., by refusing to convey the Properties to Buyer at Closing), then Buyer's sole and exclusive remedy shall be either (i) to receive (a) a return of the Deposit in the event Seller refuses to perform its material closing obligations with respect to the Properties plus all accrued interest plus (b) the additional sum of $5,000,000.00 as liquidated damages. In connection with such liquidated damage amount, SELLER ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED CLOSING OF THE SALE OF THE PROPERTIES TO SELLER, ON THE TERMS AND NEGOTIATED CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN GOOD FAITH UPON THE QUESTION OF THIS AGREEMENT, IS MATERIAL TO BUYER. SELLER ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES TO WILL BE SUFFERED BY BUYER IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO SELLER'S DEFAULT UNDER THIS AGREEMENT. SELLER FURTHER ACKNOWLEDGES THAT, AS OF THE DATE OF THIS AGREEMENT, BUYER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTIES. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, SELLER AND BUYER AGREE THAT $5,000,000.00 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH BUYER WOULD SUFFER BY REASON OF SELLER'S DEFAULT HEREUNDER IF BUYER DOES NOT ELECT TO ENFORCE SPECIFIC PERFORMANCE. ACCORDINGLY, SELLER AND BUYER HEREBY AGREE THAT, IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE DEFAULT BY SELLER UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO SELLER AND TITLE COMPANY AND IN THE EVENT OF SUCH TERMINATION, BUYER SHALL RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSITDEPOSIT AND ALSO RECEIVE FROM SELLER THE SUM OF $5,000,000.00 AS LIQUIDATED DAMAGES. Seller's Buyer's Initials: _________________ Initials: ___________________ or (ii) to pursue an action for specific performance, PLUS ANY INTEREST THEREONprovided, LESS THE INDEPENDENT CONSIDERATIONthat notwithstanding anything to the contrary contained herein, Buyer's right to pursue an action for specific performance is expressly conditioned on Buyer not being in default hereunder. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIESNothing contained in this Section 5.2 is intended to limit Buyer's rights under Sections 7.2 and 7.8 of this Agreement. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDERIt is expressly understood and agreed that Seller shall become obligated to pay the aforesaid liquidated damage amount only if Seller shall refuse to perform its material closing obligations under this Agreement, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOINGe.g., THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTby refusing to convey the Properties to Buyer at Closing upon Buyer's tender of the cash portion of the Purchase Price.

Seller’s Default. If (a) the conditions precedent set forth ---------------- in Section 3.1(b) shall have been satisfied or waived and (b) Seller shall refuse to perform its material closing obligations under this Agreement (e.g., by refusing to convey the Properties to Buyer at Closing), then Buyer's sole and exclusive remedy shall be either (i) to receive (a) a return of the Deposit in the event Seller refuses to perform its material closing obligations with respect to the Properties plus all accrued interest plus (b) the additional sum of $5,000,000.00 as liquidated damages. In connection with such liquidated damage amount, SELLER ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED CLOSING OF THE SALE OF THE PROPERTIES TO SELLER, ON THE TERMS AND NEGOTIATED CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN GOOD FAITH UPON THE QUESTION OF THIS AGREEMENT, IS MATERIAL TO BUYER. SELLER ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES TO WILL BE SUFFERED BY BUYER IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO SELLER'S DEFAULT UNDER THIS AGREEMENT. SELLER FURTHER ACKNOWLEDGES THAT, AS OF THE DATE OF THIS AGREEMENT, BUYER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTIES. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, SELLER AND BUYER AGREE THAT $5,000,000.00 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH BUYER WOULD SUFFER BY REASON OF SELLER'S DEFAULT HEREUNDER IF BUYER DOES NOT ELECT TO ENFORCE SPECIFIC PERFORMANCE. ACCORDINGLY, SELLER AND BUYER HEREBY AGREE THAT, IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE DEFAULT BY SELLER UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO SELLER AND TITLE COMPANY AND IN THE EVENT OF SUCH TERMINATION, BUYER SHALL RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSITDEPOSIT AND ALSO RECEIVE FROM SELLER THE SUM OF $5,000,000.00 AS LIQUIDATED DAMAGES. Seller's Buyer's Initials: _________________ Initials: ___________________ or (ii) to pursue an action for specific performance, PLUS ANY INTEREST THEREONprovided, LESS THE INDEPENDENT CONSIDERATIONthat notwithstanding anything to the contrary contained herein, Buyer's right to pursue an action for specific performance is expressly conditioned on Buyer not being in default hereunder. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIESNothing contained in this Section 5.2 is intended to limit Buyer's rights under Sections 7.2 and 7.8 of this Agreement. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDERIt is expressly understood and agreed that Seller shall become obligated to pay the aforesaid liquidated damage amount only if Seller shall refuse to perform its material closing obligations under this Agreement, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOINGe.g., THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTby refusing to convey the Properties to Buyer at Closing upon Buyer's tender of the cash portion of the Purchase Price.

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE PARTIES RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, EXCEPT THAT PURCHASER SHALL ALSO HAVE DISCUSSED AND NEGOTIATED THE RIGHT TO REIMBURSEMENT FROM SELLER FOR ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES (NOT TO EXCEED $100,000 IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER ANY EVENT) INCURRED IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES NEGOTIATION OF THIS AGREEMENT AND FAILS THE PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER. UPON THE RETURN OF THE EARNEST MONEY AND THE REIMBURSEMXXX XX SELLER FOR OUT OF POCKET COSTS AS PROVIDED ABOVE, THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO SELL EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS AND OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT RESULTS FROM (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY AND WHICH GIVES RISE TO BUYER PURCHASER'S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO PARAGRAPH 5 HEREOF; OR (ii) SELLER'S FAILURE TO EXPEND UP TO $25,000 IF (a) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $25,000 OR (b) THE TITLE INSURER IS WILLING TO INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $25,000 IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT HEREOF OR (iii) SELLER'S REFUSAL TO DELIVER THE DEED OR THE OTHER CONVEYANCE DOCUMENTS DESCRIBED IN PARAGRAPHS 9.2.1-9.2.7, 9.2.10-9.2.11 and 9.2.13-9.2.16 OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, PURCHASER SHALL BE ENTITLED TO SUE FOR SPECIFIC PERFORMANCE. IX XO EVENT SHALL SELLER BE LIABLE FOR ANY ACTUAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFAULT BY SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT NOT FOR DAMAGES SUBJECT TO THE LIMITATIONS ON LIABILITY PROVIDED IN SECTION 18, IN THE EVENT THE CLOSING OCCURS AND IN THE EVENT OF A BREACH BY SELLER OF ANY KINDREPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION OR REPRORATION OBLIGATION OR INDEMNITY IN THIS AGREEMENT OR IN ANY SELLER CERTIFICATE OR CLOSING DOCUMENT WHICH SURVIVES CLOSING, THE PURCHASER SHALL HAVE ALL RIGHTS AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOFREMEDIES AT LAW OR AT EQUITY, WITHOUT LIMITATION; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT THAT IN NO EVENT SHALL SELLER'S LIABILITY UNDER ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION, REPRORATION OBLIGATION OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER INDEMNITY MADE HEREUNDER OR UNDER ANY CLOSING DOCUMENTS EXCEED $250,000 IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A AGGREGATE ("SELLER'S MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTLIABILITY").

Seller’s Default. IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION SALE OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT UNDER THIS AGREEMENT, THEN BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN MAY ELECT, AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE REMEDIES, EITHER TO: (a) Terminate: TERMINATE THIS AGREEMENT WITH RESPECT TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF THE AFFECTED PROPERTY BY NOTIFYING SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAYTHEREOF, IN ADDITION WHICH CASE ESCROW AGENT SHALL RETURN THE APPLICABLE PORTION OF THE DEPOSIT ALLOCATED TO SUCH TERMINATED PROPERTIES TO BUYER, RECOVER FROM SELLER AN AMOUNT OF MONEY EQUAL TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TRANSACTION CONTEMPLATED BY THIS AGREEMENT TO THE EXTENT ALLOCATED TO SUCH TERMINATED PROPERTIES (COLLECTIVELY, THE “PURSUIT COSTS”), AND, AFTER RECEIPT BY BUYER OF THE APPLICABLE PORTION OF THE DEPOSIT AND REIMBURSEMENT FROM SELLER FOR THE PURSUIT COSTS, NEITHER PARTY HERETO SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH TERMINATED PROPERTIES, EXCEPT THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION; OR (b) Specific Performance: ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT; OR (c) Intentional Acts of Seller. IF SELLER SELLS OR OTHERWISE TRANSFERS TITLE TO ANY OF THE PROPERTY TO A MAXIMUM AGGREGATE AMOUNT BONA FIDE PURCHASER OR OTHER TRANSFEREE WITHOUT KNOWLEDGE OF $300,000THIS AGREEMENT, OR (II) TERMINATE THIS AGREEMENT OTHERWISE INTENTIONALLY TAKES ANY ACTION WHICH MAKES IT IMPOSSIBLE FOR BUYER TO PURSUE SPECIFIC PERFORMANCE, ANY SUCH ACTION WILL CONSTITUTE A WILLFUL AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S INTENTIONAL BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE WILL, ACCORDINGLY, ONLY IN THAT CIRCUMSTANCE BE ENTITLED TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT PURSUE ALL REMEDIES AVAILABLE TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE AT LAW OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTIN EQUITY.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLERTHE PURCHASE AND SALE OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT ARE NOT CONSUMMATED BECAUSE OF A MATERIAL DEFAULT BY SELLER UNDER THIS AGREEMENT, WITHOUT LEGAL EXCUSETHEN BUYER SHALL BE ENTITLED, BREACHES AS ITS SOLE AND EXCLUSIVE REMEDY, WHETHER AT LAW OR IN EQUITY, EITHER (A) TO TERMINATE THIS AGREEMENT AND FAILS RECOVER FROM ESCROW HOLDER BUYER’S DEPOSIT THERETOFORE DEPOSITED BY BUYER WITH ESCROW HOLDER AND ITS ACTUAL, REASONABLE OUT-OF-POCKET THIRD PARTY COSTS AND EXPENSES PAID TO SELL UNAFFILIATED THIRD PARTIES INCURRED IN PERFORMING ITS DUE DILIGENCE UNDER THIS AGREEMENT AND ITS NEGOTIATION OF THIS AGREEMENT, WHICH RECOVERY, IF ANY, OF AMOUNTS (OTHER THAN THE DEPOSIT ITSELF) UNDER THIS SUBSECTION (A) SHALL NOT EXCEED AN AGGREGATE OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000); SUCH RECOVERY OF THE DEPOSIT AND SUCH EXPENSES SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL OTHER LIABILITY UNDER THIS AGREEMENT OTHER THAN SELLER’S INDEMNIFICATION OBLIGATIONS UNDER PARAGRAPH 17 OF THIS AGREEMENT AND THE ATTORNEYS’ FEES PROVISION SET FORTH IN PARAGRAPH 18 BELOW, OR (B) IN LIEU OF TERMINATING THIS AGREEMENT AND SO RECOVERING, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE OF SELLER’S OBLIGATION TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT OF THIS AGREEMENT WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, BUT ONLY IF BUYER WOULD SUSTAIN AS A RESULT OF FILES SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER ACTION (IN ACCORDANCE WITH APPLICABLE LAWS), IF AT ALL, WITHIN FORTY-FIVE (45) DAYS FOLLOWING THE SCHEDULED CLOSING DATE. OTHER THAN WITH RESPECT TO SELLER’S OBLIGATION TO TRANSFER THE PROPERTY TO BUYER UPON THE CLOSE OF ESCROW, SUBJECT TO AND IN ACCORDANCE WITH THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLESHALL NOT BE AVAILABLE TO ENFORCE ANY OTHER OBLIGATION OF SELLER HEREUNDER. OTHER THAN AS MAY BE EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, BUYER MAY, IN ADDITION EXPRESSLY WAIVES ITS RIGHTS TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO DEFAULT HEREUNDER. NOTWITHSTANDING THE CLOSING AND FOREGOING, IF BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING TIMELY FILES AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDERIN ACCORDANCE HEREWITH, BUYER MUST COMMENCE SHALL ALSO HAVE THE RIGHT TO RECORD A LIS PENDENS OR A NOTICE OF PENDENCY OF ACTION AGAINST ALL OF ANY PORTION OF THE PROPERTY, BUT ONLY IN CONNECTION AND CONCURRENTLY WITH THE TIMELY FILING OF SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN ACTION (AND ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAWS IN CONNECTION WITH ANY SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOINGPERFORMANCE ACTION), THE PROVISIONS OF THIS SECTION 8.2 SHALL AND NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTOTHERWISE.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BUYER IS IN COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT AND SELLER BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND AGREEMENT, RECEIVE A REFUND OF THE ENTIRE XXXXXXX MONEY DEPOSITDEPOSIT AND RECEIVE FROM SELLER (AND BRING AN ACTION TO RECOVER SAME IF SELLER FAILS TO REMIT) REIMBURSEMENT OF BUYER’S DIRECT THIRD PARTY OUT OF POCKET COSTS AND EXPENSES ACTUALLY INCURRED IN CONNECTION WITH THE AGREEMENT, PLUS INCLUDING REASONABLE ATTORNEYS FEES, AND THE INSPECTION, ACQUISITION AND FINANCING OF THE PROPERTY INCLUDING WITHOUT LIMITATION ANY INTEREST THEREONFORFEITED GOOD FAITH AND/OR RATE LOCK DEPOSITS, LESS IN A MAXIMUM AMOUNT NOT TO EXCEED IN THE INDEPENDENT CONSIDERATIONAGGREGATE $100,000 (THE “DUE DILIGENCE EXPENSES”). BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCEPERFORMANCE AS WELL AS A WAIVER BY IT OF ANY RIGHT IT MAY HAVE TO FILE OR RECORD A NOTICE OF LIS PENDENS OR NOTICE OF PENDENCY OF ACTION OR SIMILAR NOTICE AGAINST ANY PORTION OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, INDEMNITY OR ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.. Buyer's Initials /s/ J.R. Seller's Initials /s/ G.K.H.

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, AND THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND NEGOTIATED RESTORE THE PROPERTY AS SET FORTH MORE FULLY IN GOOD FAITH UPON THE QUESTION OF DAMAGES PARAGRAPH 7 AND PURCHASER'S RIGHT TO BE SUFFERED BY BUYER RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES INCURRED IN THE EVENT THAT PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER AND THE PREPARATION OF THIS AGREEMENT, NOT TO EXCEED $200,000 IN THE AGGREGATE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT IS (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL WILLFUL ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY WITH THE INTENTION TO BUYER PREVENT THE SALE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE HEREOF AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL WHICH GIVES RISE TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE PURCHASER'S RIGHT TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR PURSUANT TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY PARAGRAPH 5 HEREOF; (90ii) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION EXPEND UP TO $50,000 IF (a) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY A COST NOT TO EXCEED $50,000 OR (90b) DAY PERIOD SHALL THE TITLE INSURER IS WILLING TO INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $50,000 IN ACCORDANCE WITH THE TERMS HEREOF OR (iii) ITS REFUSAL TO DELIVER THE DEED, THEN PURCHASER WILL BE DEEMED A WAIVER BY IT OF ITS RIGHT ENTITLED TO COMMENCE AN ACTION SUE FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY INTEREST ACCRUED THEREON, AND XXXX XGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND NEGOTIATED RESTORE THE PROPERTY AS SET FORTH MORE FULLY IN GOOD FAITH UPON THE QUESTION OF DAMAGES PARAGRAPH 7 AND PURCHASER'S RIGHT TO BE SUFFERED BY BUYER RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES INCURRED IN THE EVENT THAT PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER AND THE PREPARATION OF THIS AGREEMENT, NOT TO EXCEED $200,000.00 IN THE AGGREGATE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT IS (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL WILLFUL ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY WITH THE INTENTION TO BUYER PREVENT THE SALE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE HEREOF AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL WHICH GIVES RISE TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE PURCHASER'S RIGHT TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR PURSUANT TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY PARAGRAPH 5 HEREOF; (90ii) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION EXPEND UP TO $50,000 IF (a) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY A COST NOT TO EXCEED $50,000 OR (90b) DAY PERIOD SHALL THE TITLE INSURER IS WILLING TO INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $50,000 IN ACCORDANCE WITH THE TERMS HEREOF OR (iii) ITS REFUSAL TO DELIVER THE DEED, THEN PURCHASER WILL BE DEEMED A WAIVER BY IT OF ITS RIGHT ENTITLED TO COMMENCE AN ACTION SUE FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION (A) IF SELLER MATERIALLY BREACHES A REPRESENTATION OR WARRANTY PRIOR TO CLOSING OR OTHERWISE FAILS TO FULFILL ANY OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT AND FAILS (OTHER THAN THE FAILURE TO SELL AND CONVEY THE PROPERTY TO BUYER PURCHASER (THE REMEDIES FOR WHICH ARE DESCRIBED IN (B) BELOW), AND SUCH FAILURE CONTINUES FOR A PERIOD OF FIVE (5) DAYS AFTER WRITTEN NOTICE FROM PURCHASER TO SELLER, THEN PURCHASER SHALL HAVE THE RIGHT TO EITHER (I) TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO SELLER AND ESCROW AGENT, IN WHICH EVENT SELLER SHALL PROMPTLY RETURN THE DEPOSIT TO PURCHASER BY WIRE TRANSFER (IN ACCORDANCE WITH THE TERMS HEREOF. BOTH WIRE TRANSFER INSTRUCTIONS PROVIDED BY PURCHASER) AND PURCHASER SHALL HAVE THE RIGHT TO RECOVER FROM SELLER AN AMOUNT EQUAL TO ALL PURCHASER’S REASONABLE, DOCUMENTED COSTS AND EXPENSES INCURRED BY PURCHASER TO UNAFFILIATED THIRD PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, IN CONNECTION WITH THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, BUT INCLUDING TITLE INSURANCE CHARGES, SURVEYORS’ FEES AND COSTS, ENGINEERING AND ENVIRONMENTAL CONSULTING FEES, FINANCING COSTS (INCLUDING APPLICATION, COMMITMENT AND SIMILAR FEES), APPRAISAL FEES, ATTORNEYS’ FEES AND COSTS AND ACCOUNTING FEES AND COSTS, NOT FOR DAMAGES TO EXCEED $150,000 IN THE AGGREGATE, WHICH RETURN AND REIMBURSEMENT SHALL OPERATE TO RELEASE SELLER FROM ANY AND ALL LIABILITY HEREUNDER, OR (II) PROCEED WITH THIS AGREEMENT AND CLOSE ON THE ACQUISITION OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAYPROPERTY, IN ADDITION WHICH EVENT PURCHASER SHALL BE DEEMED TO HAVE WAIVED ANY AND ALL CLAIMS ARISING OUT OF THE BREACH OF THE REPRESENTATION AND WARRANTY OR THE COVENANT BREACH, AS APPLICABLE, OF WHICH PURCHASER IS ACTUALLY AWARE PRIOR TO THE CLOSING, OR (B) IF SELLER FAILS TO SELL AND CONVEY THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT, THEN PURCHASER SHALL HAVE THE RIGHT EITHER (I) TO EXERCISE THE REMEDY SET FORTH IN CLAUSE (IIA)(I) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000SECTION 17.1, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE; PROVIDED, HOWEVER, THAT IF THE REMEDY OF SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE IS UNAVAILABLE AS A RESULT OR CONSEQUENCE OF SELLER’S DEFAULT. SALE OF THE PROPERTY TO A THIRD PARTY, THEN BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT ENTITLED TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTPURSUE MONETARY DAMAGES AND ALL OTHER RIGHTS AND REMEDIES.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES IF SELLER DEFAULTS UNDER THIS AGREEMENT AND FAILS TO SELL COMPLETE THE PROPERTY PURCHASE AS PROVIDED HEREIN (PROVIDED THAT SELLER HAS RECEIVED NOTICE OF DEFAULT AND THREE (3) BUSINESS DAYS OPPORTUNITY TO CURE), THEN BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN SHALL BE ENTITLED, AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S ITS SOLE AND EXCLUSIVE REMEDY REMEDY, WHETHER AT LAW OR IN SUCH CASE SHALL BE EQUITY, EITHER (A) TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER TERMINATE THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AGREEMENT AND RECOVER ITS ATTORNEYS FEES INCURRED DEPOSIT OR (B) IN CONNECTION THEREWITH LIEU OF TERMINATING THE AGREEMENT AND RECOVERING ITS DEPOSIT, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE OF THE CONVEYANCE OF THE PROPERTY WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, BUT ONLY IF BUYER FILES SUCH SPECIFIC PERFORMANCE ACTION WITHIN THIRTY (30) DAYS FOLLOWING THE SCHEDULED CLOSING DATE. IN THE EVENT BUYER ELECTS TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT THE TERMS OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLETHIS PARAGRAPH 15.2, BUYER MAYSHALL ALSO BE ENTITLED TO RECOVER ITS REASONABLE OUT OF POCKET, THIRD PARTY EXPENSES ACTUALLY INCURRED , IN ADDITION AN AMOUNT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000). THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF FOREGOING SHALL NOT LIMIT BUYER’S OUT REMEDIES WITH RESPECT TO SELLER’S OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ITS INDEMNIFICATION OBLIGATIONS) UNDER PARAGRAPH 17 OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY ATTORNEYS’ FEES PROVISION SET FORTH IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTPARAGRAPH 18 BELOW.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND IF SELLER FAILS TO SELL COMPLETE THE PROPERTY TO PURCHASE AS PROVIDED HEREIN, THEN BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN SHALL BE ENTITLED, AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S ITS SOLE AND EXCLUSIVE REMEDY REMEDY, WHETHER AT LAW OR IN SUCH CASE SHALL BE EQUITY, TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND RECOVER THE DEPOSIT TO THE EXTENT MADE BY BUYER AS OF THE XXXXXXX MONEY DATE OF THE SUBJECT TERMINATION OF THIS AGREEMENT; PROVIDED HOWEVER THAT IN LIEU OF TERMINATING THIS AGREEMENT AND RECOVERING ITS DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE OF THIS AGREEMENT PRIOR WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, BUT ONLY IF: (A) BUYER DEPOSITS WITH ESCROW HOLDER, BY 12:00 P.M. PACIFIC TIME ON THE SCHEDULED CLOSING DATE THE FOLLOWING: (1) THE CASH BALANCE OF THE PURCHASE PRICE; (2) ALL CLOSING DOCUMENTS REQUIRED HEREUNDER FROM BUYER; (3) AN UNCONDITIONAL RELEASE OF SELLER FROM ALL LIABILITIES AND OBLIGATIONS ARISING UNDER THE TRANSACTION DOCUMENTS OTHER THAN THE OBLIGATION TO DELIVER THE DOCUMENTS NECESSARY TO CAUSE THE CLOSE OF ESCROW TO OCCUR AS REQUIRED UNDER THIS AGREEMENT AND ANY OTHER OBLIGATIONS OF SELLER UNDER THIS AGREEMENT THAT EXPRESSLY SURVIVE THE CLOSE OF ESCROW; AND (4) AN UNCONDITIONAL, IRREVOCABLE WRITTEN INSTRUCTION TO ESCROW HOLDER TO CLOSE THE TRANSACTION THAT IS THE SUBJECT OF THIS AGREEMENT; (B) BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR FILES SUCH SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY FIVE (905) BUSINESS DAYS AFTER OF THE OCCURRENCE OF SELLER’S DEFAULT. DATE ON WHICH BUYER AGREES FIRST ALLEGES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER SELLER BREACHED THIS AGREEMENT; AND (C) BUYER THEREAFTER DILIGENTLY PROSECUTES SUCH ACTION TO COMPLETION.

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE PARTIES RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, EXCEPT THAT PURCHASER SHALL ALSO HAVE DISCUSSED THE RIGHT TO REIMBURSEMENT FROM SELLER FOR ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES (NOT TO EXCEED $50,000 IN ANY EVENT PLUS REASONABLE ATTORNEYS' FEES AND NEGOTIATED COURT COSTS INCURRED BY PURCHASER IN GOOD FAITH UPON ENFORCING THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER FOREGOING REIMBURSEMENT OBLIGATION) INCURRED IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES NEGOTIATION OF THIS AGREEMENT AND FAILS THE PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER. UPON THE RETURN OF THE EARNEST MONEY AND THE REIMBURSEMXXX XX SELLER FOR OUT OF POCKET COSTS AS PROVIDED ABOVE, THIS AGREEMENT SHALL TERMINATE WITHOUT FURTHER ACTION OF THE PARTIES AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO SELL EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS AND OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT RESULTS FROM (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE ACTION OR OMISSION WITH THE INTENTION OF PREVENTING THE SALE WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY AND WHICH GIVES RISE TO BUYER PURCHASER'S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO PARAGRAPH 5 HEREOF; (ii) ITS FAILURE TO SATISFY ITS OBLIGATIONS UNDER PARAGRAPH 5.1 ABOVE, OR (iii) ITS REFUSAL TO DELIVER THE DEED OR THE CONVEYANCE DOCUMENTS DESCRIBED IN ACCORDANCE WITH THE TERMS HEREOFPARAGRAPH 9.2.2-9.2.7, 9.2.10-9.2.11 AND 9.2.13-9.2.15. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH THEN PURCHASER WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL ENTITLED TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION SUE FOR SPECIFIC PERFORMANCE PERFORMANCE. IX XO EVENT SHALL (i) SELLER BE LIABLE FOR ANY ACTUAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFAULT BY SELLER, OR (ii) SELLER'S LIABILITY UNDER THIS ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, BUT NOT FOR DAMAGES OF PRORATION, REPRORATION OBLIGATION OR INDEMNITY MADE IN THIS AGREEMENT OR UNDER ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED SELLER CERTIFICATE OR ANY CLOSING DOCUMENTS EXCEED $500,000 IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOFTHE AGGREGATE ("SELLER'S MAXIMUM LIABILITY"); PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THAT THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 FOREGOING LIMITATION SHALL NOT APPLY TO ANY INDEMNITY, (A) REASONABLE ATTORNEYS' FEE FEES AND COURTS COSTS INCURRED BY PURCHASER IN ENFORCING ANY OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR REIMBURSEMENT (B) SELLER'S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16 OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.

Seller’s Default. IF THE PARTIES TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF A DEFAULT BY SELLERS UNDER THIS AGREEMENT, THEN PURCHASER SHALL HAVE, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES FOR SELLERS’ FAILURE TO CLOSE, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER, AND NEITHER PARTY HERETO SHALL HAVE DISCUSSED ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVAL OBLIGATIONS), AND NEGOTIATED SELLERS SHALL REIMBURSE PURCHASER FOR ALL OF ITS THIRD PARTY OUT-OF-POCKET COSTS INCURRED IN GOOD FAITH UPON NEGOTIATING THIS AGREEMENT, PERFORMING THE QUESTION INVESTIGATIONS OF DAMAGES THE PROJECT ASSETS AND ANY OTHER REASONABLE TRANSACTION COSTS, SUCH AS ATTORNEYS FEES, IN AN AMOUNT NOT TO BE SUFFERED BY BUYER EXCEED TWO HUNDRED THOUSAND DOLLARS ($200,000) IN THE EVENT THAT SELLERAGGREGATE (“OUT OF POCKET REIMBURSEMENT”), WITHOUT LEGAL EXCUSEPURCHASER HEREBY WAIVING ANY OTHER RIGHT OR CLAIM TO DAMAGES FOR A BREACH BY SELLERS, BREACHES THIS AGREEMENT OR (B) IF SELLERS SHALL WILLFULLY FAIL TO TRANSFER THE PROJECT ASSETS PURSUANT TO AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES SPECIFICALLY ENFORCE THE OBLIGATION OF ANY KINDSELLERS TO TRANSFER THE PROJECT ASSETS (IT BEING ACKNOWLEDGED THAT PRIOR TO THE CLOSING, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION SHALL NOT BE APPLICABLE TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT ANY OTHER COVENANT OR AGREEMENT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS SELLERS CONTAINED HEREIN); PROVIDED THAT ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE HEREUNDERMUST BE FILED, BUYER MUST COMMENCE SUCH AN ACTION IF AT ALL, WITHIN NINETY (90) DAYS AFTER OF A DEFAULT BY SELLERS, AND THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLERS OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE, PROVIDED, HOWEVER, IF PURCHASER IS UNABLE TO OBTAIN SPECIFIC PERFORMANCE, PURCHASER SHALL BE ENTITLED TO THE RETURN OF THE DEPOSIT AND THE OUT OF POCKET REIMBURSEMENT. NOTWITHSTANDING NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT THE FOREGOING, THE PROVISIONS RIGHTS OF THIS SECTION 8.2 SHALL NOT APPLY PURCHASER TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S RECEIVE ITS LEGAL COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER 11.10 OF THIS AGREEMENT.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND IF SELLER FAILS TO SELL THE PROPERTY PERFORM ANY OF ITS MATERIAL OBLI- GATIONS PURSUANT TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE OF THIS AGREEMENT, AND AGREE THAT DAMAGES PROVIDED BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLYHAS NOT BEEN IN DEFAULT HEREUNDER, THE PARTIES HEREBY AGREE THAT BUYER’S 'S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER RECEIVE A RETURN OF THE DEPOSIT. UPON RETURN OF THE DEPOSIT, THIS AGREE- MENT SHALL BE TERMINATED, AND BUYER AND SELLER SHALL HAVE NO FURTHER LI- ABILITY, NO FURTHER OBLIGATION, AND NO FURTHER RESPONSIBILITY EACH TO THE OTHER AND BUYER AND SELLER SHALL BE RELEASED FROM ANY FURTHER OBLIGA- TION EACH TO THE OTHER IN CONNECTION WITH THE AGREEMENT, BUT NOT FOR DAMAGES EXCEPT THAT THE PROVISIONS OF SECTION 9 AND THE PROVISIONS OF SECTION 12(d) SHALL ALL SURVIVE S A M P L E ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TERMINATION OR CANCELLATION OF THIS AGREEMENT BY ANY PARTY. BUYER SPECIFICALLY WAIVES (A) ANY RIGHT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT ON ACCOUNT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS 'S DEFAULT UNDER THIS AGREEMENT, (B) ANY RIGHT UNDER STATE LAW OR AT COMMON LAW OR OTHERWISE TO RECORD OR FILE A LIS PENDENS OR NOTICE OF PENDENCY OR ACTION OR SIMILAR NOTICE AGAINT ALL OR ANY POR- TION OF THIS PROPERTY, AND (C) ANY RIGHT TO SEEK ACTUAL, PUNITIVE OR CONSE- QUENTIAL DAMAGES FROM SELLER.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BUYER IS IN COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT AND SELLER BREACHES THIS AGREEMENT AND IN ANY MATERIAL RESPECT AT OR PRIOR TO CLOSING, OTHERWISE FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF, OR IF PRIOR TO CLOSING ANY ONE OR MORE OF SELLER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, AND SUCH DEFAULT OR BREACH IS NOT CURED BY THE EARLIER OF THE TENTH (10TH) BUSINESS DAY AFTER WRITTEN NOTICE THEREOF FROM BUYER OR THE CLOSING DATE (EXCEPT NO NOTICE OR CURE PERIOD SHALL APPLY TO SELLER’S OBLIGATION TO DELIVER THE DOCUMENTS REQUIRED UNDER SECTION 2.4.3 TO ESCROW AGENT ON OR PRIOR TO THE SCHEDULED CLOSING DATE OR OTHERWISE FAILS TO CONSUMMATE THE SALE OF THE PROPERTY HEREUNDER). BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF BACK THE XXXXXXX MONEY DEPOSITDEPOSIT AND PAYMENT FROM SELLER OF BUYER’S REIMBURSABLE DUE DILIGENCE EXPENSES (AS HEREINAFTER DEFINED). EXCEPT FOR ANY INDEMNITY OBLIGATIONS EXPRESSLY PROVIDED IN THIS AGREEMENT OR RIGHTS UNDER SECTION 7.4, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY SIXTY (9060) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULTSCHEDULED CLOSING DATE. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY SIXTY (9060) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCEPERFORMANCE AS WELL AS A WAIVER BY IT OF ANY RIGHT IT MAY HAVE TO FILE OR RECORD A NOTICE OF LIS PENDENS OR NOTICE OF PENDENCY OF ACTION OR SIMILAR NOTICE AGAINST ANY PORTION OF THE PROPERTY, IN WHICH EVENT BUYER SHALL HAVE BEEN DEEMED TO HAVE ELECTED THE REMEDIES IN SUBSECTION (II) ABOVE. NOTWITHSTANDING ANYTHING TO THE FOREGOINGCONTRARY IN THIS SECTION 8.2, (A) THE PROVISIONS SIXTY (60) DAY PERIOD PROVIDED FOR IN THIS SECTION SHALL BE DEEMED TO BE AUTOMATICALLY EXTENDED BY A PERIOD OF TIME EQUAL TO THE PERIOD DURING WHICH BUYER IS PREVENTED OR BARRED FROM COMMENCING AN ACTION FOR SPECIFIC PERFORMANCE AS A RESULT OF ANY STATUTE, RULE, COURT ORDER, BANKRUPTCY STAY, OR SIMILAR ENACTMENT OR ACTION (REFERRED TO COLLECTIVELY AS A “STAY”), PROVIDED THAT BUYER IS ACTING IN A REASONABLY DILIGENT MANNER TO OBTAIN RELIEF FROM THE EFFECT OF SUCH STAY; AND (B) IF PROSECUTION OF AN ACTION FOR SPECIFIC PERFORMANCE BY BUYER TO ENFORCE THIS AGREEMENT IS NOT REASONABLY PRACTICABLE BECAUSE SELLER HAS TRANSFERRED OR OTHERWISE DISPOSED OF THE PROPERTY OR A MATERIAL PART OF THE PROPERTY OR ENGAGED IN ANY OTHER INTENTIONAL ACT THAT RENDERS SPECIFIC PERFORMANCE UNAVAILABLE AS OF THE DATE THAT BUYER COMMENCES AN ACTION FOR SPECIFIC PERFORMANCE (PROVIDED THAT SUCH ACTION IS COMMENCED WITHIN THE TIME PERIOD PERMITTED BY THIS SECTION), THEN BUYER SHALL BE ENTITLED TO EXERCISE ANY AND ALL OF ITS LEGAL AND EQUITABLE RIGHTS AND REMEDIES ARISING OUT OF ANY BREACH BY SELLER OF ITS OBLIGATION TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THIS AGREEMENT. FOR PURPOSES OF THIS SECTION 8.2 AGREEMENT, “BUYER’S REIMBURSABLE DUE DILIGENCE EXPENSES” SHALL MEAN THE ACTUAL EXPENSES INCURRED BY BUYER AND PAID (A) TO BUYER’S ATTORNEYS IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT OR THE PROPOSED PURCHASE OF THE PROPERTY, (B) TO THIRD PARTY CONSULTANTS IN CONNECTION WITH THE PERFORMANCE OF EXAMINATIONS, INSPECTIONS AND/OR INVESTIGATIONS OF THE PROPERTY, AND (C) TO OR FOR THE BENEFIT OF ANY POTENTIAL LENDER IN CONNECTION WITH ANY PROPOSED FINANCING OF THE PROPERTY, PROVIDED, HOWEVER, (I) IN NO EVENT SHALL SELLER BE OBLIGATED UNDER THIS AGREEMENT TO REIMBURSE BUYER FOR BUYER’S REIMBURSABLE DUE DILIGENCE EXPENSES (IN THE AGGREGATE) IN EXCESS OF FIFTY THOUSAND NO/100 DOLLARS ($50,000.00)] PLUS, ANY ACTUAL NON-REFUNDABLE RATE LOCK, SPREAD LOCK OR SIMILAR DEPOSIT OR PURCHASE PRICE OF ANY RATE CAP OR SWAP MADE BY BUYER NOT APPLY EARLIER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE THEN SCHEDULED CLOSING DATE (BUT ONLY IF THE BREACH OR OTHER DEFAULT OCCURS OR IS FIRST DISCOVERED BY BUYER AFTER BUYER HAS POSTED ANY INDEMNITY, ATTORNEYS' FEE SUCH DEPOSIT OR REIMBURSEMENT PURCHASED SUCH CAP/SWAP) AND (II) SELLER’S OBLIGATION HEREUNDER TO REIMBURSE BUYER FOR BUYER’S REIMBURSABLE DUE DILIGENCE EXPENSES SHALL RELATE ONLY TO BUYER’S REIMBURSABLE DUE DILIGENCE EXPENSES WITH RESPECT TO WHICH BUYER DELIVERS TO SELLER A THIRD-PARTY INVOICE (WITH REASONABLE SUPPORTING INFORMATION AND DOCUMENTATION AND EVIDENCE OF PAYMENT) WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH BUYER GIVES SELLER WRITTEN NOTICE OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER TERMINATION OF THIS AGREEMENT.

Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT OF AN UNCURED DEFAULT BY SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYERPURCHASER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE THE RIGHT TO EITHER: (IA) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK COLLECT ACTUAL DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT NOT TO EXCEED $150,000.00 AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND RETURN OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREONAND THIS AGREEMENT SHALL TERMINATE AND EXCEPT AS SPECIFICALLY PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, LESS THE INDEPENDENT CONSIDERATION. BUYER NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO EACH OTHER AT LAW OR IN EQUITY; OR (B) XXX FOR SPECIFIC PERFORMANCE OF ALL OF SELLER’S OBLIGATIONS HEREUNDER (AND SELLER HEREBY ACKNOWLEDGES THAT NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR AVAILABLE TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. PURCHASER HEREUNDER SHALL BE CONSTRUED OR INTERPRETED AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ADEQUATE LEGAL REMEDY THAT WOULD PRECLUDE PURCHASER FROM PURSUING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDEROF THIS AGREEMENT). FOR PURPOSES OF THIS SECTION, BUYER MUST COMMENCE SUCH AN ACTION UNCURED DEFAULT IS ANY DEFAULT OR BREACH UNDER THIS AGREEMENT THAT IS NOT CURED BY SELLER WITHIN NINETY TEN (9010) DAYS AFTER WRITTEN NOTICE FROM PURCHASER TO SELLER AND ESCROW AGENT WHICH SPECIFIES THE OCCURRENCE DETAILS OF SELLER’S SUCH DEFAULT. BUYER AGREES , EXCEPT FOR THE FAILURE OF SELLER TO CLOSE UNDER THIS AGREEMENT ON THE CLOSING DATE FOR ANY REASON OTHER THAN A PURCHASER DEFAULT THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE HAS NOT BEEN CURED WITHIN SUCH NINETY (90) DAY ANY APPLICABLE CURE PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.. Seller’s Initials /s/ AH Purchaser’s Initials /s/ JDF

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, AND THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND NEGOTIATED RESTORE THE PROPERTY AS SET FORTH MORE FULLY IN GOOD FAITH UPON THE QUESTION OF DAMAGES PARAGRAPH 7 AND PURCHASER'S RIGHT TO BE SUFFERED BY BUYER RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES INCURRED IN THE EVENT THAT PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER AND THE PREPARATION OF THIS AGREEMENT, NOT TO EXCEED $200,000.00 IN THE AGGREGATE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT IS (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL WILLFUL ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY WITH THE INTENTION TO BUYER PREVENT THE SALE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE HEREOF AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL WHICH GIVES RISE TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE PURCHASER'S RIGHT TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR PURSUANT TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY PARAGRAPH 5 HEREOF; (90ii) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION EXPEND UP TO $50,000 IF (a) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY A COST NOT TO EXCEED $50,000 OR (90b) DAY PERIOD SHALL THE TITLE INSURER IS WILLING TO INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $50,000 IN ACCORDANCE WITH THE TERMS HEREOF OR (iii) ITS REFUSAL TO DELIVER THE DEED, THEN PURCHASER WILL BE DEEMED A WAIVER BY IT OF ITS RIGHT ENTITLED TO COMMENCE AN ACTION SUE FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.

Seller’s Default. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL XXXXXXX MONEY TOGETHER WITH ANY INTEREST ACCRUED THEREON, AND THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE DISCUSSED NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND NEGOTIATED RESTORE THE PROPERTY AS SET FORTH MORE FULLY IN GOOD FAITH UPON THE QUESTION OF DAMAGES PARAGRAPH 7 AND PURCHASER'S RIGHT TO BE SUFFERED BY BUYER RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES INCURRED IN THE EVENT THAT PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER AND THE PREPARATION OF THIS AGREEMENT, NOT TO EXCEED $25,000. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT IS (I) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL WILLFUL ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE PROPERTY WITH THE INTENTION TO BUYER PREVENT THE SALE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE HEREOF AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL WHICH GIVES RISE TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE PURCHASER'S RIGHT TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER TERMINATE THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH AGREEMENT PURSUANT TO SECTION 7.4 PARAGRAPH 5 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION EXPEND UP TO $100,000 IF (A) SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $100,000 OR (B) THE TITLE INSURER IS WILLING TO INSURE OVER A MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $100,000 IN ACCORDANCE WITH THE TERMS HEREOF OR (III) ITS WILLFUL REFUSAL TO DELIVER THE DEED, THEN PURCHASER WILL BE ENTITLED TO XXX FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD PERFORMANCE. -9- PURCHASER AND SELLER AGREE THAT A DEFAULT BY IRVING ASSOCIATES, AN ILLINOIS LIMITED PARTNERSHIP, UNDER ANY OF THE TERMS OR CONDITIONS OF THE COMPANION CONTRACT SHALL BE DEEMED A WAIVER BY IT DEFAULT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS SELLER UNDER THIS AGREEMENT.. IN ADDITION, SELLER AND PURCHASER AGREE THAT A DEFAULT BY SELLER UNDER THIS AGREEMENT SHALL BE DEEMED A DEFAULT OF IRVING ASSOCIATES UNDER THE COMPANION CONTRACT. Purchaser's Initials (ILLEGIBLE) Seller's Initials (ILLEGIBLE). ___________ ___________

Seller’s Default. IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION TRANSACTION CONTEMPLATED HEREUNDER SHALL FAIL TO CLOSE SOLELY BY REASON OF DAMAGES TO BE SUFFERED BY BUYER SELLER’S DEFAULT IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND FAILS (AS DISTINGUISHED FROM THE FAILURE OF A CONDITION TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KINDCLOSING), AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT NOT CURED WITHIN TEN (10) DAYS AFTER RECEIPT BY SELLER OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS WRITTEN NOTICE THEREOF FROM BUYER, THEN BUYER SHALL HAVE AS ITS EXCLUSIVE REMEDIES THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION RIGHT TO THE REMEDY SET FORTH IN EITHER (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (IIi) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND (IN WHICH EVENT THE TERMINATION PROVISIONS OF THE XXXXXXX MONEY DEPOSITSECTION 12 ABOVE SHALL APPLY), PLUS BUYER HEREBY WAIVING ANY INTEREST THEREONRIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE OR (ii) SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED); PROVIDED THAT ANY ACTION BY BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDERMUST BE COMMENCED, BUYER MUST COMMENCE SUCH AN ACTION IF AT ALL, WITHIN NINETY SIXTY (9060) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT, THE FAILURE OF WHICH SHALL CONSTITUTE A WAIVER BY BUYER OF SUCH RIGHT AND REMEDY. IF BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH SHALL NOT HAVE COMMENCED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, BUYER’S SOLE REMEDY SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF TERMINATE THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENTAGREEMENT IN ACCORDANCE WITH CLAUSE (i) ABOVE.