Common use of Failure of Condition Clause in Contracts

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereof.

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing set forth in Section 9(c)(i12(a) (Conditions to Obligations of Seller) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent set forth in Section 12(b) (Conditions to Obligations of Purchaser’s obligation ) are not satisfied or waived on or before the Closing Date by the party entitled to effect the Closingwaive such condition, then, (i) Purchaser either party may, provided that such party is not then in its sole discretion and without any abatement in the Purchase Pricematerial default under this Agreement, adjourn extend the Closing Date for a period or periods not to exceed sixty fifteen (6015) days to allow such conditions set forth in Sections 12(a) (Conditions to Obligations of Seller) and 12(b) (Conditions to Obligations of Purchaser) to be satisfied, it being agreed that the aggregate (but, in any event, inability of either party to satisfy a date no later than condition to Closing prior to the Outside initial Closing Date (as hereinafter defined)) and (ii) if, after any shall not be considered a default by the party failing to satisfy such extension, condition unless such inability results from the conditions precedent to Purchaserbreach of such party’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default express obligations hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) in no event shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn extend the Closing Date until five (5if Purchaser fails to satisfy the condition in Section 12(a)(ii) days following that Purchaser pay the date in which Seller shall have delivered Purchase Price on the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside scheduled Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d12(a) (Conditions to Obligations of Seller) are not satisfied by the expiration of such 15-day period or if neither party elects such an extension, either party may terminate this Agreement by written notice to the other, and Seller shall, subject to Section 24(a) and Section 24(b), then be entitled to the Deposit and/or to pursue its remedies set forth in Section 24(a) (Purchaser shall Defaults) hereof. If the conditions set forth in Section 12(b) (Conditions to Obligations of Purchaser) are not satisfied by the expiration of such 15-day period or if either party does not elect such extension, either party may terminate this Agreement by written notice to the other, and Purchaser shall, subject to Section 24(a), be entitled to receive a return of the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereof.

Failure of Condition. If Purchaser is unable Subject to timely satisfy (and Seller has not waived in writing) any applicable extensions pursuant to Section 9.2 hereof, if the conditions precedent set forth in this Article IX to Sellereither party’s obligation to effect the Closing set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser Seller or Purchaser, as the case may be, has not waived the same in writingsame) or Seller does not elect such extension and, in either case, and such failure of condition precedent is not the result of Sellerthe other party’s default hereunder, then Purchaser (i) the party whose condition precedent has not been satisfied shall be entitled to terminate this Agreement by notice thereof to Seller; providedthe other party, however, that if such failure of condition precedent is and (ii) the result of Seller’s other party shall not be in default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser Seller shall be entitled to receive or retain the Deposit, together with all interest accrued thereon, Deposit and neither party shall have any further obligations hereunder, except for the Surviving Obligations, provided, however, subject to the following: (1) if such failure of condition precedent is the result of either party’s default hereunder, then Section 12.1 and Section 12.2, as provided applicable, shall govern; (2) if the condition set forth in Section 19(b9.1(a) shall not be satisfied, then the Deposit shall be returned to Buyer. (3) if (i) the condition set forth in Section 9.1(c)(1) shall not be satisfied on account that a Material Representation is untrue due to changed facts or circumstances not constituting a default by Seller hereunder, and (ii) the changed facts or circumstances (not otherwise approved or caused by Purchaser) would reasonably be expected to have a Material Adverse Effect on Purchaser or Purchaser’s Intended Development, then an amount equal to the Initial Non-Refundable Portion of the Deposit and, if applicable, any Initial Adjournment Deposit and Second Adjournment Deposit shall be retained or delivered to Seller and the balance of the Deposit shall be returned to Purchaser; and (4) if the condition set forth in Section 9.1(c)(4) shall not be satisfied, an amount equal to the Initial Non-Refundable Portion and, if applicable, any Initial Adjournment Deposit and except those expressly stated Second Adjournment Deposit shall be retained or delivered to survive Seller and the termination hereofbalance of the Deposit shall be returned to Purchaser.

Failure of Condition. If Purchaser is unable (a) Subject to timely satisfy Sections 6.3(b) below, if, on the Closing Date, (and Seller has not waived in writingw) the conditions precedent any condition to Seller’s obligation to effect the Closing set forth in Section 9(c)(i) or (ii) aboveclose hereunder shall not be satisfied, then such failure Seller shall constitute a default hereunderbe entitled to terminate this Agreement, in which case, Section 19(a(x) shall govern. If Seller is unable to timely satisfy the conditions precedent any condition to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods close hereunder shall not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereundersatisfied, then Purchaser shall be entitled to terminate this Agreement by notice thereof and receive a return of the Deposit, (y) any condition to Seller; provided, however, that if such failure of condition precedent is ’s obligation to close under the result of Seller’s default hereunderMerger Agreement shall not be satisfied or Seller otherwise has any right to terminate the Merger Agreement, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right be entitled to terminate this Agreement at or (z) either (A) the Merger Agreement shall have terminated without the Merger thereunder having occurred or being capable of occurring immediately after the Closing, or (B) any time thereafter in its sole discretion. If this Agreement is so terminatedjudgment, due to a failure injunction, order, decree or action by any governmental entity of competent authority preventing or prohibiting the conditions precedent set forth in Section 9(d)Closing shall have become final and non-appealable, then in either case Seller and Purchaser shall be entitled to receive terminate this Agreement, in each such case, by delivering notice thereof to the Depositother party. (b) If this Agreement shall terminate pursuant to Section 6.3(a), together with all interest accrued thereon, and then neither party shall have any further obligation or liability to the other, except for any such obligation or liability which expressly survives the termination of this Agreement; provided, that if any such termination is due to a party’s default in performing its material obligations hereunder, except then the remedies under Section 8.1 shall control. (c) If and to the extent Seller, without the consent of Purchaser, either (i) accelerates the closing date under the Merger Agreement to a date earlier than January 2, 2007 or (ii) extends the closing date under the Merger Agreement to a date later than January 30, 2007, or (iii) amends the Merger Agreement the effect of such amendment being a material adverse effect on the Assets, then in any such event within three (3) Business Days of written notice of such acceleration, extension or amendment from Seller, Purchaser may terminate this Agreement and receive a return of the Deposit and any interest earned thereon. TIME BEING OF THE ESSENCE with respect to Purchaser’s obligation to terminate the Agreement in the time frame provided. (d) If there has been a “RRR Material Adverse Effect” (as provided defined in Section 19(bthe Merger Agreement) with respect to the Assets entitling Seller to terminate the Merger Agreement, then Purchaser may send written notice of its intention to terminate this Agreement to Seller within five (if applicable5) Business Days of such event. If Seller agrees with such determination then this Agreement shall terminate and except those expressly stated Purchaser shall receive a return of the Deposit plus all interest earned thereon. If Seller disagrees with such determination it shall send written notice of such objection to survive Purchaser within fifteen (15) Business Days of receipt of Purchaser’s termination notice, the termination hereofDeposit shall be placed in escrow and the issue shall be determined by an Expedited Arbitration Proceeding. The prevailing party in the Expedited Arbitration Proceeding shall be entitled to retain the Deposit and all interest earned thereon.

Failure of Condition. If If, prior to Closing, Seller discloses to Purchaser or Purchaser discovers that (i) title to the Property is unable subject to timely satisfy defects, limitations or encumbrances other than Permitted Encumbrances; or (ii) any representation or warranty of Seller contained in this Agreement is or, as of the Closing Date, will be materially inaccurate or untrue, then Purchaser shall promptly give Seller written notice of its objection thereto. Notwithstanding the foregoing, Purchaser may not object to the state of title of the Property on the basis of matters set out in Section 3.4 above after the Cure Period. Seller shall have five (5) days after notice from Purchaser to provide written notice to Purchaser about whether Seller will attempt to cure any such objection; provided, however, the parties acknowledge and agree that Seller has not waived in writing) the conditions precedent to Seller’s shall have no obligation to effect the Closing set forth in Section 9(c)(icure any objection within (i) or (ii) above. In the event that Seller elects to attempt to cure any such objection, then Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such failure shall constitute a default hereunder, in which case, Section 19(a) shall governobjection. If Seller is unable Purchaser fails to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after waive any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until objection within five (5) days following after notice from Seller that Seller will not cure the date in which objection, this Agreement will terminate automatically and Seller shall have delivered promptly direct the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed Title Company to deliver return the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right Deposit to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereonPurchaser, and neither party shall have any further obligations hereunderliability to the other except for the Surviving Obligations. For the purposes of this Agreement, except as provided any title defect, limitation or encumbrance other than a Permitted Encumbrance shall be deemed cured if Title Company will agree to issue the Title Policy, which policy takes no exception for such defect, limitation or encumbrance and is issued for no additional premium or for an additional premium if Seller agrees to pay such additional premium upon Closing. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a failure of a condition precedent, a breach of any representation or warranty, or a default by Seller if a tenant is in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofdefault of his or her Lease.

Failure of Condition. If Purchaser So long as a party is unable not in default hereunder, if any condition to timely satisfy (and Seller has not waived in writing) the conditions precedent to Sellersuch party’s obligation to effect proceed with the Closing set forth in Section 9(c)(ithis Agreement has not been satisfied as of the Closing Date, such party may, in its sole discretion: (i) terminate this Agreement by delivering written notice to the other party on or before the Closing Date; (ii) elect on or before the Closing Date to extend the time available for the satisfaction of such condition by up to a total of thirty (30) days; or (iii) elect on or before the Closing Date to effect the Closing, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. If such party elects to proceed pursuant to clause (ii) above, then and such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy condition remains unsatisfied after the conditions precedent to Purchaser’s obligation to effect the Closingend of such extension period, then, at such time, such party may elect to proceed pursuant to either clause (i) Purchaser mayor (iii) above. Any failure to timely elect to proceed under clauses (i), in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) ifor (iii) above, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled deemed an election to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(bproceed under clause (iii) shall governabove. Notwithstanding anything to the contrary contained in this Section 9(e4.2(c), if Seller fails in the event that any condition to deliver the Airspace Lease Assignment Consent by the Closing DateBuyer’s obligations hereunder described in this Section 4.2 shall not have been Materially Satisfied, other than due to Seller’s default hereunder, Seller or Purchaser shall have the right (but not the obligation), by delivery of written notice to adjourn Buyer prior to the then-scheduled Closing Date, to extend the Closing Date until five for up to two (52) periods of up to thirty (30) days following the date each in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed order to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller attempt to cure or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofMaterially Satisfy such condition.

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) all of the conditions to Closing set forth above in Section 5.1.1 have not been satisfied by the Closing Date, provided the same is not the result of Developer’s failure to perform in any material respect any of its obligations hereunder, Developer shall have the option, in its sole discretion, to: (i) waive such condition(s) and proceed to Closing hereunder; (ii) other than with respect to the conditions set forth in Section 5.1.1 that have not been met due to Force Majeure, terminate this Agreement by delivering written notice of such termination to District, whereby the Project Deposit shall be returned to Developer and the Parties shall be released from any further liability or obligation hereunder except those that expressly survive termination of this Agreement; provided, however, if the failure to satisfy the condition precedent is due to Seller’s obligation a District Default, Developer may exercise its remedies in Section 8.3; or (iii) delay Closing for thirty (30) days (or such longer time as may be agreed to effect by the Parties) to permit District to satisfy the conditions to Closing set forth in Section 9(c)(i) or 5.1.1. In the event Developer proceeds under clause (ii) aboveiii), then such failure Closing shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, occur within thirty (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (6030) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d5.1.1 have been satisfied, but in no event later than the Outside Closing Date. District shall use good faith efforts and diligently pursue satisfaction of the conditions to Closing set forth in Section 5.1.1. In the event such conditions precedent have not been satisfied by the end of the thirty (30) day period, provided the same is not the result of Developer’s failure to perform any obligation of Developer hereunder, Developer may again proceed under clause (i), then Purchaser (ii) or (iii) above, in its sole discretion. The foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. If Closing has not occurred by such date, this Agreement shall immediately terminate and be entitled of no further force and effect, except for those provisions that expressly survive termination of this Agreement. Notwithstanding anything set forth above to receive the Depositcontrary, together with all interest accrued thereon, and neither party shall have if any further obligations such failed condition is a District Default hereunder, except as provided then Developer may exercise its remedies in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereof8.3.

Failure of Condition. If Purchaser is unable If, for any reason, this Agreement fails to timely satisfy (become effective as provided in Paragraphs 3, 9 and/or 12, each and Seller has not waived in writing) every obligation under the conditions precedent Agreement shall cease to Seller’s obligation be of any force and effect, and this Agreement, any dismissal entered pursuant to effect the Closing set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extensionthis Agreement, the conditions precedent Final Judgment and any orders entered in connection with the Settlement, dismissal order or Final Judgment, shall be vacated, rescinded, canceled, annulled and deemed “void” and/or “no longer equitable” for purposes of Mo. Rule 74.06 and the Parties shall be returned to Purchaser’s obligation the status quo prior to effect entering into the Closing continue not Settlement and Agreement with respect to be satisfied (the Litigation as if this Agreement had never been entered into, except that the provisions of Paragraph 1 hereof shall survive and Purchaser has not waived remain binding on the same Parties and effective in writing) or Seller does not elect such extension and, in either case, all respects regardless of the reasons for such failure of condition precedent is not and any Party may reassert its claims and/or defenses against the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Sellerother Party or Parties in the Litigation; provided, however, that if at such failure time the Litigation is terminated or has been otherwise concluded or if the Named Plaintiffs and/or the AMAX Settlement Class Members are otherwise precluded from reasserting their claims against the Settling Defendants or any of condition precedent is the result of Seller’s default hereunderother Released Persons in the Litigation after requesting the Court to allow them to do so, then Section 19(b) the Named Plaintiffs and the AMAX Settlement Class Members may commence a new lawsuit or proceeding against the Settling Defendants and/or the other Released Persons, or any one or more of them in the same or separate proceedings, to pursue the claims and causes of action that they are currently asserting in the Litigation as if the claims had been reasserted in the Litigation as stated herein. In such event, the Agreement and all negotiations, court orders and proceedings relating thereto shall govern. Notwithstanding anything be without prejudice to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at rights of any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure and all of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereonParties, and neither party evidence relating to the Agreement and all negotiations shall have any further obligations hereunder, except as provided not be admissible or discoverable in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofLitigation or otherwise.

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing set forth in Section 9(c)(i12(a) (Conditions to Obligations of Seller), including without limitation the condition set forth in Section 12(a)(ii), or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent set forth in Section 12(b) (Conditions to Obligations of Purchaser’s obligation ) are not satisfied or waived on or before the Closing Date by the party entitled to effect the Closingwaive such condition, then, (i) Purchaser either party may, provided that such party is not then in its sole discretion and without any abatement in the Purchase Pricedefault under this Agreement, adjourn extend the Closing Date for a period or periods not to exceed sixty thirty (6030) days to allow such conditions set forth in Sections 12(a) (Conditions to Obligations of Seller) and 12(b) (Conditions to Obligations of Purchaser) to be satisfied, it being agreed that the aggregate (but, in any event, inability of either party to satisfy a date no later than condition to Closing prior to the Outside initial Closing Date shall not be considered a default by the party failing to satisfy such condition unless such inability results from the breach of such party’s express obligations hereunder. If the conditions set forth in Section 12(a) (as hereinafter defined)Conditions to Obligations of Seller) are not satisfied by the expiration of such 30-day period or if neither party elects such an extension, either party may terminate this Agreement by written notice to the other, and Seller shall, subject to Section 24(a) and Section 24(b), be entitled to the Deposit and/or to pursue its remedies set forth in Section 24(a) (iiPurchaser Defaults) if, after any such extension, hereof. If the conditions precedent set forth in Section 12(b) (Conditions to Obligations of Purchaser’s obligation to effect ) are not satisfied by the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) expiration of such 30-day period or Seller if either party does not elect such extension andextension, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to party may terminate this Agreement by written notice thereof to Seller; the other, and Purchaser shall, subject to Section 24(a), be entitled to receive a return of the Deposit. Notwithstanding the foregoing, if the unsatisfied closing condition is the failure to establish the Condominium because of governmental delay or because the parties are continuing in good faith to negotiate the Condominium Instruments, Seller and Purchaser shall each have the option to elect to extend the Closing Date, from time to time until such date that is five (5) business days following the receipt by both parties of notice that all governmental approvals for the creation of the Condominium have been received, provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) in no event shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; providedbe extended beyond April 30, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] 2011 (the “Outside Closing Date”), then in which event either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to party may terminate this Agreement at any time thereafter in and preserve its sole discretion. If this Agreement is so terminated, due right to a failure of receive the conditions precedent Deposit and/or pursue its other remedies as set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofpreceding two sentences.

Failure of Condition. If (i) If, as of the Scheduled Closing Date, Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect consummate the Closing set forth in Section 9(c)(i) or under this Agreement, and such failure of condition precedent is not the result of Purchaser’s default hereunder, then Seller shall be entitled to terminate this Agreement by notice thereof to the other party. (ii) aboveIf, then such failure shall constitute a default hereunderas of the Scheduled Closing Date, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy (and Purchaser has not waived in writing) the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn consummate the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (butunder this Agreement, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to the other party. (iii) In the case of clause (i) or (ii) of this Section 10.1(c), if this Agreement is so terminated, then the Down Payment shall be returned to Purchaser (together with all interest thereon, if any), and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. (iv) If, as of the Scheduled Closing Date, Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller; provided’s obligation to consummate the Closing under this Agreement, howeverand such failure of condition precedent is the result of Purchaser’s default hereunder, that if then Section 13.2 shall govern. If, as of the Scheduled Closing Date, Seller is unable to timely satisfy (and Purchaser has not waived in writing) the conditions precedent to Purchaser’s obligation to consummate the Closing under this Agreement, and such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) 13.1 shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereof.

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s Sellers' obligations to effect the Closing are not satisfied as of the Scheduled Closing Date (and Sellers have not waived such unsatisfied conditions in writing), then Sellers may terminate this Agreement. If the conditions precedent to Purchaser's obligation to effect the Closing (except with respect to the condition precedent set forth in Section 9(c)(i) or (ii10(d)(iv) above) are not satisfied as of the Scheduled Closing Date (and Purchaser has not waived such unsatisfied conditions in writing), then such failure shall constitute a default hereunderPurchaser may terminate this Agreement, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser provided that Sellers may, in its sole discretion if they so elect and without any abatement in the Purchase Price, adjourn the Scheduled Closing Date for a period or periods not to exceed sixty ninety (6090) days in the aggregate (but, in any event, order to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation attempt to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretionClosing. If this Agreement is so terminated, due terminated pursuant to a failure of the conditions precedent set forth in this Section 9(d10(e), then Purchaser shall (except to the extent Sellers are entitled to retain the Deposit under Section 20(a) or have made a claim against a portion thereof under Section 20(b)) be entitled to receive the Deposit, together with Deposit (and all accrued interest accrued thereon) and this Agreement shall be deemed canceled and of no further force or effect, and neither party no Party hereto shall have any further rights or obligations hereunder, except as provided in Section 19(b) (if applicable) and except those arising under provisions of this Agreement that expressly stated to survive the termination hereofhereof (without limiting Purchaser's remedies for any Seller's default to the extent expressly set forth herein, including, without limitation, any limitations set forth herein). If the conditions precedent to Purchaser's obligation to effect the Closing set forth in Section 10(d)(iv) above are not satisfied as of the Scheduled Closing Date, Purchaser may (i) accept the Individual Property subject to the Fort Lauderdale Ground Lease (the "Ground Lease Property") without abatement of the Purchase Price, in which event (x) Purchaser shall close hereunder notwithstanding the failure of Sellers to deliver the Ground Lessor Estoppel Certificate, and (y) Sellers shall have no obligations whatsoever after the Closing Date to deliver the Ground Lessor DOC ID - 21031260.28 Estoppel, or (ii) terminate this Agreement with respect to the Ground Lease Property only, by notice given to such Seller in which event the Purchase Price shall be reduced by an amount equal to the portion of the Purchase Price allocated to the Ground Lease Property as shown on Schedule B-1 (and Sellers shall cause an Elimination to occur with respect to the Ground Lease Property).

Failure of Condition. If prior to Closing Seller discloses to Purchaser or Purchaser discovers that (i) title to the Property is unable subject to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing set forth in Section 9(c)(i) defects, limitations or encumbrances other than Permitted Encumbrances, or (ii) aboveany representation or warranty of Seller contained in this Agreement is or, as of the Date of Closing, will be untrue then Purchaser shall promptly give Seller written notice of its objection thereto. In such failure event, Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such objection, provided that Purchaser may not object to the state of title of the Property on the basis of any Permitted Encumbrances. The parties acknowledge and agree that Seller shall constitute a have no obligation to cure any objection unless it is required to do so pursuant to Section 3.2 hereof. If Purchaser fails to waive the objection within ten (10) days after notice from Seller that Seller will not cure the objection, this Agreement will terminate automatically (subsequent to the First Closing, only insofar as it affects the Airport I Property) and Seller shall promptly direct the Title Company to return the Deposit (subsequent to the First Closing, the Airport I Deposit only) to Purchaser, provided that Purchaser shall not be in default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either caseexcept as provided below, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, liability to the other except as provided for Purchaser's Indemnity Obligations set forth in Section 19(b) 3.1.2 hereof and confidentiality obligations under this Agreement. For the purposes of this Agreement, any title defect, limitation or encumbrance other than a Permitted Encumbrance shall be deemed cured if Chicago Title Insurance Company or another title company reasonably acceptable to Purchaser and authorized to do business in Maryland will agree to issue an ALTA owner's title insurance policy to Purchaser for the applicable Purchase Price, which policy takes no exception for such defect, limitation or encumbrance and is issued for no additional premium or for an additional premium if Seller agrees to pay such additional premium upon Closing. Notwithstanding the foregoing, in the event prior to Closing Seller discloses to Purchaser or Purchaser discovers that a representation and warranty set forth in Section 5.1 was materially untrue when made, and Purchaser can demonstrate that if it were aware of such material untruth it would not have entered into this Agreement, or that a reasonable person, as a result of the subject matter of the representation and warranty and the adverse effect on the use or value of the Property arising from the inaccuracy of the representation or warranty, would have determined, not to proceed to consummate this transaction, Purchaser, in addition to terminating this Agreement as above provided, may recover from Seller its third party expenses incurred in its due diligence studies and investigations hereunder up to a maximum amount of Seventy-five Thousand Dollars (if applicable) $75,000); provided that after the First Closing such material untruth must relate to the Airport I LLC or the Airport I Property, and except those expressly stated such amount shall be reduced to survive the termination hereofNineteen Thousand One Hundred Fifty Dollars ($19,150).

Failure of Condition. If If, prior to Closing, Seller discloses to Purchaser or Purchaser discovers that (i) title to the Property is unable subject to timely satisfy defects, limitations or encumbrances other than Permitted Encumbrances; or (ii) any representation or warranty of Seller contained in this Agreement is or, as of the Closing Date, will be untrue, then Purchaser shall promptly give Seller written notice of its objection thereto. In such event, Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such objection, provided that Purchaser may not object to the state of title of the Property on the basis of any Permitted Encumbrances. The parties acknowledge and agree that Seller has not waived in writing) the conditions precedent to Seller’s shall have no obligation to effect the Closing set forth in Section 9(c)(icure any objection within (i) or (ii) above. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller will not cure the objection, then such failure this Agreement will terminate automatically and Seller shall constitute a promptly direct the Title Company to return the Deposit to Purchaser, provided that Purchaser shall not be in default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further liability to the other except for the Surviving Obligations or as otherwise set forth herein. For the purposes of this Agreement, any title defect, limitation or encumbrance other than a Permitted Encumbrance shall be deemed cured if Title Company will agree to issue an ALTA owner’s title insurance policy to Purchaser for the Purchase Price, which policy takes no exception for such defect, limitation or encumbrance and is issued for no additional premium or for an additional premium if Seller agrees to pay such additional premium upon Closing. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a failure of a condition precedent, a breach of any representation or warranty, or a default by Seller if any tenant is in default of its Lease or is not in occupancy of any portion of the Property or if Seller terminates any Lease prior to Closing by reason of the tenant’s default. In any such event, the obligations of Purchaser shall not be affected in any manner and Purchaser shall not be entitled to an abatement of or credit against the Purchase Price nor shall it give rise to any other claim on the part of the Purchaser. In addition, Purchaser’s obligation hereunder to complete settlement shall be conditioned upon Seller delivering each of the items set forth in Section 9.2 of this Agreement, failing which this Agreement will terminate automatically and Seller shall promptly direct the Title Company to return the Deposit to Purchaser, provided that Purchaser shall not be in default hereunder, and neither party shall have any liability to the other except for the Surviving Obligations or as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofotherwise set forth herein.

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing (or effect the Closing with respect to any Individual Premises, as applicable) as set forth in Section 9(c)(i) or (ii) above10(f), then such failure shall constitute a default hereunder, in which case, Section 19(a20(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the ClosingClosing (or effect the Closing with respect to any Individual Premises, thenas applicable) as set forth in Section 10(g) (unless Purchaser is willing to waive such conditions), then (i) Purchaser Seller may, in its sole discretion from time to time, if it so elects and without any abatement in the Purchase Price, adjourn the Scheduled Closing Date for a period or periods that, when aggregated with the number of days which Seller has previously adjourned the Closing in accordance with this Agreement, including, without limitation, Section 5 hereof (but excluding Section 36(b) and Section 38(e), it being agreed that any extension by Seller or Purchaser under Section 36(b) or Section 38(e) shall be in addition to any extension(s) under this Section 10(h)), does not to exceed sixty ninety (6090) days in the aggregate (butwith respect to any Individual Premises, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) ifif Seller does not so elect to adjourn such Scheduled Closing Date, Purchaser shall have the right to adjourn such Scheduled Closing Date from time to time for a period or periods that, when aggregated with the number of days which Purchaser has previously adjourned such Scheduled Closing Date in accordance with this Section 10(h), does not exceed thirty (30) days in the aggregate with respect to any Individual Premises by written notice thereof to Seller within five (5) business days after the applicable Scheduled Closing Date, time being of the essence. If Purchaser elects to adjourn such Scheduled Closing Date as provided in clause (ii) above, then (A) Seller, in good faith, shall seek to satisfy the conditions to Purchaser’s obligation to proceed with the applicable Closing (it being agreed that Seller shall have no obligation to expend any funds, commence any litigation or otherwise incur any liability in order to satisfy any such conditions), and (B) Purchaser and Boston Properties Limited Partnership, a Delaware limited partnership (“BPLP”), shall be obligated, on a joint and several basis, to pay to Seller a per diem amount equal to (x) $64,259.00 with respect to the 125 West 55th Premises, (y) $89,367.00 with respect to the 2GCT Premises, and (z) $59,152.00 with respect to the 540 Madison Premises, in each case on a current monthly basis on the 1st]of each calendar month in arrears from and after such Scheduled Closing Date (prior to any such adjournment) until the earliest to occur of (I) the Closing for the applicable Individual Premises, (II) the termination of this Agreement in respect of such Individual Premises, and (III) the last day of the adjournment period to which Purchaser adjourned the Scheduled Closing Date (which amounts shall be due and payable whether or not any Closing occurs, and which amounts shall be non-refundable and Seller shall have no liability to Purchaser therefor whatsoever). If the Scheduled Closing Date for more than one Individual Premises is adjourned by Purchaser pursuant to the immediately preceding sentence, then the aggregate amount of such payments shall equal the sum of the per diem amounts set forth in clauses (x), (y) and (z) above for the applicable Individual Premises for which the Scheduled Closing Date has been adjourned. BPLP is countersigning this Agreement to indicate its agreement to be bound by and liable under this Section 10(h). If, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writingsame) or neither Seller does not elect nor Purchaser elects such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunderhereunder (it being agreed that, without limitation, the inability to deliver the Required Tenant Estoppel Certificates is not a default unless such inability derives from Seller’s failure to request the Required Tenant Estoppel Certificate as required by Section 36 hereof), then Purchaser shall be entitled to terminate this Agreement by notice thereof in its entirety as to Sellerall Individual Premises; provided, howeverthat once the closing under the GM Contribution Agreement has occurred, Purchaser’s right under this Section 10(h) shall be to terminate this Agreement as to the applicable Individual Premises only, in either case by notice given to Seller. Upon the timely giving of any termination notice under the preceding sentence, (i) if Purchaser shall have validly elected to terminate this Agreement in its entirety, then Purchaser shall be entitled to a return of the Deposit and this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder other than those which are expressly provided to survive the termination hereof, and (ii) if Purchaser shall have validly elected to terminate this Agreement with respect to the applicable Individual Premises only, then Purchaser shall be entitled to a return of the portion of the Deposit allocable to such applicable Individual Premises only and this Agreement shall terminate with respect to the applicable Individual Premises only and neither party hereto shall have any further rights or obligations hereunder with respect to such Individual Premises only other than those which are expressly provided to survive the termination hereof. For the avoidance of doubt, it is understood and agreed that if notwithstanding any termination of this Agreement by Purchaser with respect to an Individual Premises for failure of condition as provided above, Purchaser shall remain obligated hereunder with respect to the remaining Individual Premises in all respects. If the provisions of clause (ii) above would be applicable, except that such failure of condition precedent is the result of Seller’s default hereunderhereunder (whether with respect to all or less than all of the Individual Premises), then Section 19(b20(b) shall govern. Notwithstanding anything to the contrary contained in The provisions of this Section 9(e)10(h) shall not apply to any failure to obtain Lenders’ Consent or close a Loan Assumption, if Seller fails the failure of such conditions, and the respective rights of the parties to deliver the Airspace Lease Assignment Consent adjourn a Scheduled Closing Date by reason thereof, being governed by the Closing Date, Seller or Purchaser applicable provisions of Section 38. The provisions of this Section 10(h) shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate survive any termination of this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofAgreement.

Failure of Condition. (i) Transferee may, by notice to Transferor, adjourn the Closing Date from time to time, but in no event later than January 30, 2004. (ii) If Purchaser is unable the Transferee shall have adjourned the Closing Date to timely satisfy (January 30, 2004 under Section 6.3(a)(i), and Seller has not waived in writing) on January 30, 2004, the conditions precedent condition to Seller’s obligation to effect the Closing set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a6.1(e) shall govern. If Seller is unable not be satisfied (without regard to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closingparenthetical contained in such section), then, (i) Purchaser Transferee may, in its sole discretion and without any abatement in the Purchase Priceby notice to Transferor, adjourn the Closing Date for a period or periods not from time to exceed sixty (60) days time but in the aggregate (but, in any event, to a date no event later than April 30, 2004; provided, that no such adjournment shall be effective unless Transferee shall deliver to Escrow Holder upon the Outside first such adjournment pursuant to this Section 6.3(a)(ii) Five Million Dollars ($5,000,000) by wire transfer of immediately available federal funds to the account set forth on Exhibit X, which amount shall be added to, and deemed part of, the Deposit. (b) Subject to Sections 6.3(c) and (d) below, if, on the Closing Date (as hereinafter definedthe same may have been adjourned pursuant to the terms of this Agreement), (x) and (ii) if, after any such extension, the conditions precedent condition to Purchaser’s Transferor's obligation to effect the Closing continue close hereunder shall not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereundersatisfied, then Purchaser Transferor shall be entitled to terminate this Agreement or (y) any condition to Transferee's obligation to close hereunder shall not be satisfied, then Transferee shall be entitled to terminate this Agreement, or (z) any judgment, injunction, order, decree or action by any governmental entity of competent authority preventing or prohibiting the Closing shall have become final and non-appealable, then either Transferor or Transferee shall be entitled to terminate this Agreement, in each such case, by delivering notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(bother party. (c) If Transferee shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by notify Transferor at any time on or before the Closing DateDate that the condition in Section 6.1(f) is not then satisfied (any such notice, Seller or Purchaser a "MAC Notice") then notwithstanding the provisions of Section 6.3(b): (i) Transferor shall have the right to adjourn give a written notice to Transferee (the "Remediation Notice") within 10 days following Transferor's receipt of any MAC Notice stating that Transferor intends to attempt to satisfy such condition, provided, that Transferor shall have no obligation to deliver the Remediation Notice or to remedy any such condition regardless of whether the Remediation Notice is given by Transferor; and (ii) if the Remediation Notice shall be given to Transferee, then (A) if the condition in Section 6.1(f) shall be satisfied on the date that is thirty days after the date the Remediation Notice was given by Transferor (the "Remediation Date") then the Closing Date until five shall be adjourned at Transferee's option from time to time to a date not later than the later of (5x) days following the date thirty days after the Remediation Date or (y) such other date to which the Closing Date may be adjourned pursuant to Section 6.3(a) above and (B) if the condition in which Seller Section 6.1(f) shall have delivered not be satisfied on the Airspace Lease Assignment Consent; providedRemediation Date, howeverthen Transferee may terminate this Agreement by notice to Transferor. (d) If the condition in Section 6.1(h) shall not be satisfied on the Closing Date, that if Seller shall have failed with respect to deliver either or both of the Airspace Lease Assignment Consent by [ , 2025] Existing Mortgages (the “Outside Existing Mortgage or Mortgages as to which the condition is so unsatisfied is called the "Relevant Existing Mortgage") but all other conditions are satisfied, the parties shall nevertheless proceed to Closing Date”subject to and in accordance with the other terms of this Agreement, and at Transferor's option, (i) Transferor shall pay to the holder of each Relevant Existing Mortgage all sums necessary to satisfy such Relevant Existing Mortgage and the affected Property or Properties shall be transferred free and clear of such Relevant Existing Mortgage, or (ii) such Property or Properties shall not be transferred pursuant to this Agreement and the Allocated Value of the affected Property or Properties shall be accounted for by reducing the amount of the Existing Unsecured Debt assumed by Transferee or such other method as Transferee and Transferor may reasonably agree. (e) If the condition in Section 6.1(c) shall not be satisfied on the Closing Date in respect of one or more Properties solely by reason of the existence of liens, encumbrances and other title exceptions which are not Permitted Exceptions, are not Voluntary Encumbrances and cannot be satisfied solely by the payment of a liquidated sum, but all other conditions are satisfied, the parties shall nevertheless proceed to Closing subject to and in accordance with the other terms of this Agreement, and, at Transferee's option, (i) Transferee may effect a substitution pursuant to Section 12.1 in order to replace such Property or Properties, or (ii) such Property or Properties shall not be transferred pursuant to this Agreement and the Allocated Value of the affected Property or Properties shall be accounted for by reducing the amount of the Existing Unsecured Debt assumed by Transferee or such other method as Transferee and Transferor may reasonably agree. (f) If this Agreement shall terminate pursuant to Section 6.3(b), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligation or liability to the other, except for any such obligation or liability which expressly survives the termination of this Agreement; provided, that if any such termination is due to a party's default in performing its material obligations hereunder, except as provided in then the remedies under Section 19(b) (if applicable) and except those expressly stated to survive the termination hereof8.2 shall control.

Failure of Condition. Buyer’s Conditions are solely for the benefit of Buyer and may be waived only by Buyer. Any such waiver or waivers of any of Buyer’s Conditions shall be in writing and shall be delivered to Seller. Buyer shall not act or fail to act for the purpose or with the intention of permitting or causing any of Buyer’s Conditions to fail. If Purchaser any of Buyer’s Conditions is unable to timely satisfy (and Seller not satisfied or has not been so waived in writing) the conditions precedent by Buyer on or prior to Seller’s obligation to effect the Closing set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser Buyer shall have the right to adjourn (i) Terminate this Agreement by written notice to Seller (and receive a return of the entire Deposit); (ii) if such failure is caused by Seller, extend the Closing Date until five for up to ten (510) days following the date in which to allow time for Seller shall have delivered the Airspace Lease Assignment Consentto cure or satisfy such condition; provided, however, that or (iii) if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate such failure arises from Seller’s breach of this Agreement at or a failure to fulfill any time thereafter in its sole discretion. If this Agreement is so terminatedof the Buyer’s Conditions enumerated in, Section 8.1 or 8.2, or Sections 8.3, 8.4, 8.6 and 8.7 due to an act or omission of Seller and as a failure consequence thereof Buyer elects to Terminate this Agreement, avail itself of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as remedies provided in Section 19(b) 11.2 (for the avoidance of doubt, if applicable) a representation or warranty of Seller is untrue when made or as of the Closing but was not known to be untrue by Seller or such untruth or inaccuracy was not intentionally, knowingly made by Seller, or if a representation or warranty of Seller becomes untrue prior to Closing due to changes in circumstances not in the control of Seller or not affirmatively and except those expressly stated intentionally caused by Seller, neither such circumstance shall be deemed a breach of this Agreement). Notwithstanding the foregoing, nothing in this Section 8.8 shall affect Seller’s right to survive extend the termination Closing Date in accordance with Section 4.28 hereof.

Failure of Condition. If If, prior to Closing, Seller discloses to Purchaser or Purchaser discovers that (i) title to the Property is unable subject to timely satisfy defects, limitations or encumbrances other than Permitted Encumbrances; or (and ii) any representation or warranty of Seller has not waived contained in writingthis Agreement is or, as of the Closing Date, will be untrue in any material respect, or (iii) there is a failure of any of the conditions precedent to Seller’s obligation to effect the Closing set forth in Section 9(c)(i4 above, then Purchaser shall promptly give Seller written notice of its objection thereto. In such event, Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such objection, provided that Purchaser may not object to the state of title of the Property on the basis of matters set out in Section 3.4 above. The parties acknowledge and agree that Seller shall have no obligation to cure any objection within (i) or (ii) above, then such failure shall constitute above unless it is a default hereunder, in which case, Section 19(a) shall governdefect caused by Seller. If Seller is unable Purchaser fails to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, waive any such objection within ten (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (6010) days in after notice from Seller that Seller will not cure the aggregate (butobjection, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to elect to either (i) close under this Agreement, with a deduction of the amount reasonably necessary to cure such defect from the amount of the Purchase Price due Seller at Closing, either placed in escrow or allowed as a credit to Purchaser, or (ii) terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to with a failure return of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled entire Deposit to receive the Deposit, together with all interest accrued thereonPurchaser, and neither party shall have any liability to the other except for the Surviving Obligations, and in such event the Lease shall remain in full force and effect except that paragraphs 3, 4 and 5 of the Third Amendment shall be deemed to be deleted and have no further obligations hereunderforce or effect. For the purposes of this Agreement, except as provided in Section 19(b) (any title defect, limitation or encumbrance other than a Permitted Encumbrance shall be deemed cured if applicable) the Title Company will agree to issue an ALTA owner’s title insurance policy to Purchaser for the Purchase Price, which policy takes no exception for such defect, limitation or encumbrance and except those expressly stated is issued for no additional premium or for an additional premium if Seller agrees to survive pay such additional premium upon Closing, and the termination hereofTitle Company agrees to continue to so insure future purchasers of the property without exception for such defect, limitation or encumbrance for no additional premium.

Failure of Condition. If Purchaser is unable If, for any reason, this Agreement fails to timely satisfy (become effective as provided in Paragraphs 3, 9 and/or 12, each and Seller has not waived every obligation under the Agreement shall cease to be of any force and effect, and this Agreement, any dismissal entered pursuant to this Agreement, the Final Judgment and any orders entered in writing) connection with the conditions precedent to Seller’s obligation to effect the Closing Settlement, dismissal order or Final Judgment, shall be vacated, rescinded, canceled, annulled and deemed “void” and/or “no longer equitable” and/or set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date aside for a period or periods not reason that otherwise “justifies relief” for purposes of Fed.R.Civ.P. 60 and/or Mo. Rule 74.06 and the Parties shall be returned to exceed sixty (60) days the status quo prior to entering into this Agreement with respect to the Litigation as if this Agreement had never been entered into, except that the provisions of Paragraph 1 hereof shall survive and remain binding on the Parties and effective in all respects regardless of the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, reasons for such failure of condition precedent is not and any Party may reassert their claims against the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Sellerother Party or Parties in the Litigation; provided, however, that if at such failure of condition precedent time the Litigation is terminated or otherwise concluded, or if the result of Seller’s default hereunderNamed Plaintiffs and/or the LaSalle Settlement Class Members are precluded from reasserting their claims against ▇▇▇▇▇▇▇ in the Litigation after requesting the Court to allow them to do so, then Section 19(b) shall govern. Notwithstanding anything the Named Plaintiffs and the LaSalle Settlement Class Members may commence a new lawsuit or proceeding against LaSalle, or any one or more of them, to pursue the contrary contained claims and causes of action that they are currently asserting in this Section 9(e), the Litigation as if Seller fails to deliver the Airspace Lease Assignment Consent by claims had been reasserted in the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment ConsentLitigation as stated herein; providedprovided further, however, that if Seller any such re-commenced lawsuit shall have failed to deliver be filed in the Airspace Lease Assignment Consent by [ United States District Court for the Western District of Missouri, 2025] (Western Division. In such event, claims time- barred as of the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate date of this Agreement at any time thereafter in its sole discretion. If this Agreement is remain so terminatedand the Settling Defendant retain all defenses, due privileges and immunities they had prior to a failure the execution of the conditions precedent set forth in Section 9(d)Agreement. Further, then Purchaser the Agreement and all negotiations, court orders and proceedings relating thereto shall be entitled without prejudice to receive the Deposit, together with rights of any and all interest accrued thereonparties hereto, and neither party evidence relating to the Agreement and all negotiations relating thereto shall have any further obligations hereunder, except as provided not be admissible or discoverable in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofLitigation or otherwise.

Failure of Condition. If Purchaser is unable If, for any reason, this Agreement fails to timely satisfy (become effective as provided in Paragraphs 3, 9 and/or 12, each and Seller has not waived every obligation under the Agreement shall cease to be of any force and effect, and this Agreement, any dismissal entered pursuant to this Agreement, the Final Judgment and any orders entered in writing) connection with the conditions precedent to Seller’s obligation to effect the Closing Settlement, dismissal order or Final Judgment, shall be vacated, rescinded, canceled, annulled and deemed “void” and/or “no longer equitable” and/or set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date aside for a period or periods not reason that otherwise “justifies relief” for purposes of Fed.R.Civ.P. 60 and/or Mo. Rule 74.06 and the Parties shall be returned to exceed sixty (60) days the status quo prior to entering into this Agreement with respect to the Litigation as if this Agreement had never been entered into, except that the provisions of Paragraph 1 hereof shall survive and remain binding on the Parties and effective in all respects regardless of the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, reasons for such failure of condition precedent is not and any Party may reassert their claims against the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Sellerother Party or Parties in the Litigation; provided, however, that if at such failure of condition precedent time the Litigation is terminated or otherwise concluded, or if the result of Seller’s default hereunderNamed Plaintiffs and/or the Countrywide Settlement Class Members are precluded from reasserting their claims against Countrywide in the Litigation after requesting the Court to allow them to do so, then Section 19(b) shall govern. Notwithstanding anything the Named Plaintiffs and the Countrywide Settlement Class Members may commence a new lawsuit or proceeding against Countrywide, or any one or more of them, to pursue the contrary contained claims and causes of action that they are currently asserting in this Section 9(e), the Litigation as if Seller fails to deliver the Airspace Lease Assignment Consent by claims had been reasserted in the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment ConsentLitigation as stated herein; providedprovided further, however, that if Seller any such re-commenced lawsuit shall have failed to deliver be filed in the Airspace Lease Assignment Consent by [ United States District Court for the Western District of Missouri, 2025] (Western Division. In such event, claims time-barred as of the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate date of this Agreement at any time thereafter in its sole discretion. If this Agreement is remain so terminatedand the Settling Defendant retain all defenses, due privileges and immunities they had prior to a failure the execution of the conditions precedent set forth in Section 9(d)Agreement. Further, then Purchaser the Agreement and all negotiations, court orders and proceedings relating thereto shall be entitled without prejudice to receive the Deposit, together with rights of any and all interest accrued thereonparties hereto, and neither party evidence relating to the Agreement and all negotiations shall have any further obligations hereunder, except as provided not be admissible or discoverable in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofLitigation or otherwise.

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) all of the conditions precedent to SellerClosing set forth above in Section 5.2.1 have not been satisfied by the Closing Date, provided the same is not the result of District’s failure to perform any obligation of District hereunder, District shall have the option, in its sole discretion, by written notice to effect Developer, to: (i) waive such condition(s) and proceed to Closing hereunder; (ii) other than with respect to the conditions set forth in Section 5.2.1 that have not been met due to Force Majeure, terminate this Agreement by delivering written notice of such termination to Developer on or prior to the Closing Date, in which event the Project Deposit shall be retained by District and whereupon the Parties shall be released from any further liability or obligation hereunder except those that expressly survive termination of this Agreement; or (iii) delay Closing for up to thirty (30) days (or such longer period as may be agreed to by the Parties), to permit Developer to satisfy the conditions to Closing set forth in Section 9(c)(i) or 5.2.1. In the event District proceeds under clause (ii) aboveiii), then such failure Closing shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, occur within thirty (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (6030) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d5.2.1 have been satisfied. In the event such conditions precedent have not been satisfied by the end of the thirty (30) day period, provided the same is not the result of District’s failure to perform any obligation of District hereunder, District may again proceed under clause (i), then Purchaser (ii) or (iii) above, in its sole discretion. The foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. If Closing has not occurred by such date, this Agreement shall immediately terminate and be entitled of no further force and effect, except for those provisions that expressly survive termination of this Agreement. Notwithstanding anything set forth above to receive the Depositcontrary, together with all interest accrued thereon, and neither party shall have if any further obligations such failed condition is a Developer Default hereunder, except as provided then District may exercise its remedies in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereof8.2.

Failure of Condition. If If, prior to Closing, Seller discloses to Purchaser or Purchaser discovers that (i) title to the Property is unable subject to timely satisfy defects, limitations or encumbrances other than Permitted Encumbrances; (ii) any representation or warranty of Seller contained in this Agreement is or, as of the Closing Date, will be untrue, (iii) there is a landlord default under the Lease, or (iv) a voluntary or involuntary filing for the protection of Lessee under the Federal Bankruptcy Act has been made, then Purchaser shall promptly give Seller written notice of its objection thereto. In such event, Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such objection, provided that Purchaser may not object to the state of title of the Property on the basis of matters set out in Section 3.4 above. The parties acknowledge and agree that Seller has not waived in writing) the conditions precedent to Seller’s shall have no obligation to effect the Closing set forth in Section 9(c)(icure any objection described within clauses (i) or (ii) above. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller will not cure the objection, then such failure this Agreement will terminate automatically and Seller shall constitute a promptly direct the Title Company to return the Deposit to Purchaser, provided that Purchaser shall not be in default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any liability to the other except for the Surviving Obligations. For the purposes of this Agreement, any title defect, limitation or encumbrance other than a Permitted Encumbrance shall be deemed cured if Title Company will agree to issue an ALTA owner’s title insurance policy to Purchaser for the Purchase Price, which policy takes no exception for such defect, limitation or encumbrance and is issued for no additional premium or for an additional premium if Seller agrees to pay such additional premium upon Closing. Purchaser’s obligation to close on the acquisition of the Property shall be further obligations hereunderconditioned on the following: 10.3.1 The tenant under the Lease shall have executed an amendment to the Lease in form and substance reasonably acceptable to Purchaser that provides that the tenant’s pro rata share of common area maintenance charges, except as provided taxes, insurance and any other charge which is calculated on a pro rata basis shall be calculated based on the square footage of the premises relative to the square footage of the building located on the Property, and not based on the square footage of the premises relative to the square footage of other buildings within the phase of which the Property is a part. 10.3.2 In the event that the a condition set forth in Section 19(b10.3.1 is not satisfied at Closing, Purchaser may, at Purchaser’s election, either extend Closing for a period of thirty (30) days to allow Seller to satisfy such condition, or (b) terminate this Agreement and receive a full return of the Deposit. In the event that such condition, together with the remaining conditions (if applicableany) set forth herein, is unsatisfied as of the Closing Date as extended, Purchaser may terminate this Agreement and except those expressly stated receive a full return of the Deposit by providing written notice to survive Seller and the termination hereofTitle Company.

Failure of Condition. If Purchaser is unable Except as otherwise provided in this Agreement, if the Escrow fails to timely satisfy (and Seller has not waived in writing) close on or before the conditions then-extant Scheduled Closing Date for any reason whatsoever, including, without limitation, a failure of a condition precedent to Seller’s obligation to effect the Closing set forth in Section 9(c)(i) this SECTION 9, either Buyer or (ii) aboveSeller, if not then in default under this Agreement, may terminate the Escrow and this Agreement in accordance with the provisions of this Agreement; and, thereupon: 9.3.1 The costs of the Escrow through the Scheduled Closing Date shall be governed by SECTION 4.8.5; 9.3.2 Subject to the provisions of SECTION 3.5, all monies paid into the Escrow and all documents deposited in the Escrow shall be returned to the party paying or depositing the same together with interest earned thereon, upon execution by such failure party of an escrow cancellation instruction; 9.3.3 Except as provided in SECTION 4.8.5, each party shall constitute pay its own costs and expenses; and 9.3.4 Each party shall be released from all obligations under this Agreement, except for the obligations set forth in SECTIONS 3.5, 8.1, 10, and 15.7. Without limiting the generality of the foregoing, if Seller terminates this Agreement due to a default hereunderBuyer Breach, as described in which caseSECTION 3.5, Section 19(a) Seller shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, be entitled (i) Purchaser mayto the immediate return to Seller of all documents and instruments deposited by Seller in the Escrow or delivered to Buyer, in its sole discretion upon demand therefor by Seller and without the necessity for any abatement in the Purchase Price, adjourn the Closing Date for a period release thereof or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) approval of such release by Buyer; and (ii) if, after any such extension, to the conditions precedent immediate release to Purchaser’s obligation to effect Seller of the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser Deposit as liquidated damages. If Buyer shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure the return of condition precedent is the result of Seller’s default hereunderany funds or documents delivered into escrow, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered deliver to Escrow Holder immediately any consents, approvals or instructions which may be requested by Escrow Holder to return the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed funds to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofBuyer.

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) In the event that any of the conditions precedent to Seller’s obligation to effect the Closing set forth in Section 9(c)(i6.1 shall not have occurred prior to (or shall not occur simultaneously with) or (ii) abovethe scheduled Closing Date, then such failure shall constitute a default hereunderupon Buyer's request, in which case, Section 19(a) shall govern. If Seller is unable agrees to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn delay the Closing Date for a period or periods not to exceed reasonable period, but in no event exceeding sixty (60) days beyond the scheduled Closing Date, to allow such condition to occur. In the event that any of the conditions set forth in Section 6.2(b) or Section 6.2(e) shall not have occurred prior to (or shall not occur simultaneously with) the aggregate (butscheduled Closing Date, then upon Seller's request and subject to Buyer's written approval, which approval shall not be unreasonably withheld, the Closing shall be delayed for a reasonable period, in any eventno event exceeding thirty (30) days beyond the scheduled Closing Date, to allow such condition to occur. In the event that any of the conditions set forth in Section 6.2(a), Section 6.2(c), Section 6.2(d) or Section 6.2(f) shall not have occurred prior to (or shall not occur simultaneously with) the scheduled Closing Date, then upon Seller's request and subject to Buyer's written approval, which approval may be withheld in Buyer's sole and absolute discretion, the Closing shall be delayed for a date reasonable period, in no later than event exceeding sixty (60) days beyond the Outside scheduled Closing Date, to allow such condition to occur. If any condition for the benefit of Buyer or Seller shall not occur prior to the Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension andmay be extended as provided above), then Buyer, in either casethe case of a Buyer's condition, such failure or Seller, in the case of condition precedent is not the result of a Seller’s default hereunder's condition, then Purchaser shall be entitled to may terminate this Agreement by delivering a written termination notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e)other party, if Seller fails as the terminating party's sole remedy with respect to deliver such failed condition. In the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, event that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, terminated due to a the failure of the conditions precedent a condition set forth in Section 9(d)this Article 6, then Purchaser except as otherwise expressly provided herein, including in Article 12 with respect to a default by Buyer or Seller or in Article 4 with respect to survey or title defects and with respect to the Mutual Easement Agreement and Restaurant CC&Rs, Escrow Holder shall be entitled return the Deposit to receive Buyer, the Deposit, together with all interest accrued thereonparties shall share equally any cancellation fees of Escrow Holder, and neither party shall have any further obligations hereunder, hereunder to the other except as provided in Section 19(b) (if applicable) and except those pursuant to any provision hereof which expressly stated to survive survives the termination hereofof this Agreement.

Failure of Condition. If Purchaser is unable to timely satisfy A. Except (i) as set forth in subparagraph B below and Seller has not waived in writing(ii) for failure of the conditions precedent to Seller’s obligation to effect the Closing condition set forth in Section 9(c)(i13.2.E (Greeley’s Conditions) or which shall be subject to Section 6.1. A (iiGoverning Body Approval), in the event of a failure of any condition contained in Section 13.2 (Greeley’s Conditions), Greeley may in its sole discretion: (1) above, then such failure shall constitute a default hereunderTerminate this Agreement by written notice to Wingfoot, in which case, Section 19(aevent: (a) all funds deposited by Greeley under this Agreement as of such date shall govern. If Seller is unable be immediately returned to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) Greeley and (iib) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser Greeley shall be entitled to terminate reimbursements from Wingfoot and Wingfoot shall be obligated to pay Greeley for all reasonable, out-of-pocket costs incurred by Greeley subsequent to the Effective Date and prior to the termination arising from or in connection with this Agreement by notice thereof Agreement, which shall include but is not limited to Sellerthe Inspection Costs; provided, however, that if or (2) Greeley may waive such default or condition and effectuate the Closing; or (3) If the failure of condition precedent is consists of a default by Wingfoot that can be cured by action within the result reasonable control of Seller’s default hereunderWingfoot, then Section 19(b) shall govern. Notwithstanding anything Greeley may elect to the contrary contained treat this Agreement as being in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser full force and effect and Greeley shall have the right to adjourn specific performance, monetary damages arising out of such default, or both, EXCEPT THAT GREELEY SPECIFICALLY WAIVES ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES. B. In the event of a failure of any condition contained in Section 13.1 (Wingfoot’s Conditions) above, Wingfoot may in its sole discretion: (1) Terminate this Agreement by written notice to Greeley, in which event Wingfoot shall retain the Deposit, as liquidated damages pursuant to Section 13.4 (Pre- Closing Liquidated Damages), in addition to reimbursements from Greeley of all of Wingfoot’s reasonable, out-of-pocket costs incurred by Wingfoot subsequent to the Effective Date and prior to the termination arising from or in connection with this Agreement; or (2) Wingfoot may waive such default or condition and effectuate the Closing Date until five (5) days following the date in which Seller and Wingfoot shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretionrecover monetary damages arising out of such default,, EXCEPT THAT WINGFOOT SPECIFICALLY WAIVES ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereofWINGFOOT HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO SPECIFIC PERFORMANCE IN THE EVENT OF A DEFAULT BY GREELEY.