Common use of Termination and Remedies Clause in Contracts

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreement.

Termination and Remedies. 9.1 In 1. If Purchaser defaults under this Agreement and such default continues ten days after written notice thereof is given by Seller to Purchaser (except for a default to purchase the event that Property at Closing after Seller shall have failed to have performed any has fulfilled all of the covenants and/or agreements contained herein its obligations hereunder, in which are to be performed by case no notice or cure is required), then Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occuras its sole remedy, Purchaser may, at its option, may terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein notifying Purchaser thereof, in which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive event the ▇▇▇▇▇▇▇ Money shall be paid to Seller as Seller's sole liquidated damages, whereupon, except for obligations of Purchaser which survive termination of this Agreement, neither Purchaser nor Seller shall have any further rights or obligations hereunder. The provision for payment of liquidated damages has been included because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably expected to approximate the amount of liquidated damages called for herein and exclusive remedy for because the actual amount of such failuredamages would be difficult if not impossible to measure accurately. 2. If Purchaser terminates this Agreement pursuant to Section 5, Seller hereby specifically waiving any Section 6, Section 9 or Section 10.c., then the Escrow Agent shall return the ▇▇▇▇▇▇▇ Money and all interest earned thereon to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which it may have to damages, specific performance or any other remedy as a result survive the termination of Purchaser's default under this Agreement. 3. If Seller defaults in its obligations hereunder and such default continues ten days after written notice thereof is given by Purchaser to Seller (except for a default to convey the Property at Closing in accordance with the terms hereof after Purchaser has filled all of its obligations hereunder, in which case no notice or cure is required), then Purchaser may, as its option either: (i) terminate this Agreement by written notice to Seller, and receive a return of the ▇▇▇▇▇▇▇ Money and all interest earned thereon and thereafter neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement; or (ii) enforce specific performance of the obligations of Seller hereunder; provided, however, notwithstanding the foregoing to the contrary, in the event the remedy of specific performance is not available to Purchaser due to Seller having conveyed the Property to another party, Seller shall pay to Purchaser the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) as liquidated damages and the parties agree that this is a reasonable sum considering all of the circumstances existing on the date hereof, including the relationship of the sum to the range of harm to Purchaser that reasonably could be anticipated, and the anticipation that proving actual damages would be costly, impractical and extremely difficult.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if 7.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall be entitled have the right to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the Due Diligence process in an amount up right to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remediesAgreement. 9.2 7.02 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated herebyhereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed. then within ten (10) days of written notification of such failure, provided Seller is not in default, as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon the cost of One Thousand Dollars ($1,000.00) shall be entitled paid to receive the ▇▇▇▇▇▇▇ Money Seller as liquidated damages which shall be Seller's sole and exclusive remedy for such failureremedy, Seller hereby specifically waiving and neither party shall have any further liability or obligation to the other except as set forth in paragraphs 5.03 (Inspection Period) and all rights which it may have to damages12.01, specific performance or any other remedy as a result (Real Estate Brokers), hereof. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default under are uncertain in amount and difficult to ascertain; however, Ordinance 02-63 dictates that administrative costs be limited to the greatest extent possible and the recovery of unnecessary administrative costs meets the purpose of the ordinance. The foregoing liquidated damages amount was reasonably determined by mutual agreement between the parties based on such costs, and said sum was not intended to be a penalty in nature. 7.03 The parties acknowledge that the remedies described herein and in the other provisions of this AgreementAgreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties.

Termination and Remedies. 9.1 In (a) If Buyer fails to consummate the event that Seller shall have failed to have performed any purchase of the covenants and/or agreements contained herein which are Property pursuant to be performed by Sellerthis Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in herein, or if Buyer breaches any covenant or provision of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurthis Agreement, Purchaser maythen Seller, at as its optionsole remedy, may terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇notifying Buyer thereof, in which event Title Company shall deliver the Earnest Money, together ▇▇▇▇ Money previously deposited and if and only if ▇ll interest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the foregoing, Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall also be entitled to receive from recover all reasonable expenses, including reasonable attorney's fees and litigation costs, incurred in connection with obtaining the Earnest Money following ▇ ▇▇▇ach hereof by Buyer. (b) If Buyer terminates this Agreement pursuant to its rights to do so hereunder and is not in default under this Agreement, then the Earnest Money, together ▇▇▇▇ ▇ll interest thereon, shall be returned to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement. (c) If Seller an additional refund fails to consummate the sale of Purchaser’s costs which can be directly attributed the Property pursuant to the Due Diligence process in an amount up this Agreement for any reason other than Buyer's failure to but not exceeding $25,000.000perform its obligations hereunder, or Purchaser may seek termination hereof by Buyer in accordance with Section 11(b), then Buyer, as its exclusive remedies therefore, may: (1) terminate this Agreement by notifying Seller thereof, in which case the Earnest Money, together w▇▇▇ ▇▇l interest thereon, shall be returned to Buyer and neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement; or (2) enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision the obligations of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations Seller hereunder. 9.3 If (d) The provision for payment of liquidated damages in Section 11(a) has been included because, in the event of a breach by Buyer, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. (e) This Agreement shall not be recorded in any public records in the State of New York or the county where the Property is not then in default in its obligations or agreementslocated, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller recording by or for Buyer shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreementhereunder.

Termination and Remedies. 9.1 In (a) If Buyer fails to consummate the event that Seller shall have failed to have performed any purchase of the covenants and/or agreements contained herein which are Property pursuant to be performed by Sellerthis Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in herein, or if Buyer breaches any covenant or provision of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurthis Agreement, Purchaser maythen Seller, at as its optionsole remedy, may terminate this Agreement by giving written notice of termination notifying Buyer thereof, in which event Title Company shall deliver the Earnest Money, together with ▇▇▇ ▇▇terest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the foregoing, Seller shall also be entitled to recover all reasonable expenses, including reasonable attorney's fees and receive litigation costs, incurred in connection with obtaining the Earnest Money following a full and immediate refund of any and all ▇▇▇br▇▇▇▇ Money previously deposited ▇▇reof by Buyer. (b) If Buyer terminates this Agreement pursuant to its rights to do so hereunder and if and only if Seller is not in default under this Agreement, then the Earnest Money, together with ▇▇▇ ▇▇terest thereon, shall be returned to Buyer, whereupon neither party hereto shall have failed any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement. (c) If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Buyer's failure to perform any of its obligations hereunder, or termination hereof by Buyer in accordance with Section 11(b), then Buyer, as its exclusive remedies therefore, may: (1) terminate this Agreement by notifying Seller thereof, in which case the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser Earnest Money, together wit▇ ▇▇▇ ▇nterest thereon, shall be entitled returned to receive from Seller an additional refund Buyer and neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, this Agreement; or Purchaser may seek to (2) enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision the obligations of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations Seller hereunder. 9.3 If (d) The provision for payment of liquidated damages in Section 11 (a) has been included because, in the event of a breach by Buyer, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. (e) This Agreement shall not be recorded in any public records in the State of New York or the county where the Property is not then in default in its obligations or agreementslocated, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller recording by or for Buyer shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreementhereunder.

Termination and Remedies. 9.1 (a) In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser defaults or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed fails to perform any of the covenants and/or agreements terms and conditions contained herein which are in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be performed liquidated damages, and shall not preclude further claims by Seller then the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to ▇▇▇ for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to receive from Seller solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an additional refund unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser’s costs which can be directly attributed , the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Due Diligence process in an amount up Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not exceeding $25,000.000limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser may seek to enforce specific performance under the terms of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously depositedPurchase Agreement, together with all any accrued interest accrued thereon thereon, will be paid by the Vendor to the Purchaser and thereafter the Purchaser shall will have no further obligations hereunderclaim against the Vendor. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreement.

Termination and Remedies. 9.1 (a) In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser defaults or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed fails to perform any of the covenants and/or agreements terms and conditions contained herein which are in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be performed liquidated damages, and shall not preclude further claims by Seller then the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to ▇▇▇ for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to receive from Seller an additional refund solicitor and client costs on a full indemnity basis. (d) In the event that on or before November 30, 2016, the Vendor has not met its sales test, or has not, on or before July 31, 2017, received a first advance of Purchaser’s costs which can be directly attributed mortgage proceeds intended for the purpose of construction of the Development, as determined by the Vendor, all on and subject to terms and conditions satisfactory to the Due Diligence process Vendor, in its sole and absolute discretion, the Vendor may unilaterally terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest. (e) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an amount up unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not exceeding $25,000.000limited to, taxes, utilities, interest and other carrying costs. (f) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser may seek to enforce specific performance under the terms of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously depositedPurchase Agreement, together with all any accrued interest accrued thereon thereon, will be paid by the Vendor to the Purchaser and thereafter the Purchaser shall will have no further obligations hereunderclaim against the Vendor. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreement.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Purchaser fails to consummate the transactions contemplated hereby purchase of the Property pursuant to this Agreement for any reason other than (i) termination hereof pursuant to a termination right afforded Purchaser under this Agreement, (ii) Purchaser's termination of this Agreement pursuant to paragraph (c) of this Section, or (iii) Seller's failure to perform its obligations hereunder, then Seller, as its sole and exclusive remedy, shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if notifying Purchaser thereof, in which event, Seller shall keep the Advance. (b) In the event Seller refuses or fails to satisfy its obligations hereunder and resolve contingencies and satisfy conditions as required of it hereunder, or in the event all contingencies or conditions to closing benefitting Purchaser have failed been satisfied or waived on or before the Closing Date, but Seller nevertheless refuses or fails to perform any convey title to the Property and close the transaction contemplated hereby in accordance with the terms of this Agreement, Purchaser, as its sole and exclusive remedy shall elect one of the covenants and/or agreements contained herein following remedies: (i) terminate this Agreement, in which are to be performed by Seller then Purchaser event the Advance shall be entitled returned to receive from Purchaser; or (ii) institute legal proceedings against Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce for specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further Seller's obligations hereunder. 9.3 (c) If (i) any of Seller's representations or warranties are determined to be false, inaccurate or misrepresented in any material respect, or (ii) Seller is not then in default in fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations or agreementshereunder, and then Purchaser, shall have the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, rights set forth in paragraph (b) above. (d) Seller and Purchaser fails hereby acknowledge and agree that they have included the provision for payment of liquidated damages in paragraph (a) of this Section because, in the event of a breach by Purchaser, the actual damages to close be incurred by Seller can reasonably be expected to approximate the transaction contemplated hereby, Seller shall amount of liquidated damages called for herein and because the actual amount of such damages would be entitled difficult if not impossible accurately to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreementmeasure.

Termination and Remedies. 9.1 In (a) If Purchaser breaches this Agreement prior to Closing and fails to remedy the event that same by the sooner of ten (10) business days after receipt of notice of such default from Seller shall have failed or by Closing (Seller agreeing to have performed any give prompt notice upon discovery of the covenants and/or agreements contained herein which are such default where necessary to be performed by Sellerallow such full 10-business- ​ ​ day cure period prior to Closing), or if any of the conditions precedent to Purchaser's obligation fails to consummate the transactions contemplated hereby shall have failed purchase of the Property pursuant to occur, Purchaser may, at its option, terminate this Agreement by giving written at Closing (without notice of or time for cure) for any reason other than termination to Seller as permitted under Section 11(b) hereof, and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated of this Agreement pursuant beyond the applicable notice and cure period afforded below, then Seller, as its sole remedy, shall have the right to any of the provisions authorizing such terminationterminate this Agreement by notifying Purchaser thereof, and Purchaser fails to close the transaction contemplated hereby, Seller in which event Title Company shall be entitled to receive deliver the ▇▇▇▇▇▇▇ Money to Seller as Seller's liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement the “Surviving Obligations”). (b) If, prior to Closing, Purchaser becomes aware that Seller has breached any warranty in Section 7(b), then Purchaser may, as its sole remedy, terminate this Agreement, whereupon the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Purchaser terminates this Agreement pursuant to rights granted it in Section 5, 6, 7(b), or 10 hereof, or if Seller terminates this Agreement pursuant to Section 5(c), then Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (d) If Seller breaches this Agreement prior to Closing and fails to remedy the same by the sooner of ten (10) business days after receipt of notice of such default from Purchaser or by Closing (Purchaser agreeing to give prompt notice upon discovery of such default where necessary to allow such full 10-business-day cure period prior to Closing), or fails to consummate the sale of the Property pursuant to this Agreement at Closing (without any notice or time for cure) for any reason other than termination hereof by Purchaser in accordance with Section 11(b) hereof, and Purchaser is not then in default of this Agreement beyond the applicable notice and cure period afforded below, then Purchaser’s sole and exclusive remedy is to either: (i) terminate this Agreement by giving written notice to Seller thereof, in which case Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (e) Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 11(a) because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such failuredamages would be difficult if not impossible accurately to measure. (f) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief against violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law. (g) After the Closing, and without impliedly creating any rights of remedies of Purchaser by this reference, if Purchaser is legally entitled to assert any claim(s) or pursue damages for any other matter of any nature or kind arising out of or in connection with the transaction contemplated in this Agreement (whether in contract or tort, under statute or otherwise), then, in any event, Purchaser’s damage claims against Seller hereby specifically waiving any therefor shall not be brought unless and until they are reasonably expected to exceed, in aggregate, fifty thousand dollars ($50,000) (but, if aggregate damages exceed $50,000, Purchaser may recover such damages from the first dollar incurred) (the “Damages Threshold”), and shall be limited to Purchaser’s actual damages incurred but not to exceed, in the aggregate for all such claims post-Closing, a sum of eight hundred thirty thousand and No/100 dollars ($830,000.00) (the “Damages Cap”), and all rights which it may have other damages are hereby waived by Purchaser as material additional consideration for the acquisition of the Property; provided, however, that, notwithstanding the above limitation, the liability of Seller to damagesPurchaser post-Closing under Seller’s indemnity set forth in Section 7(c)(1)(I), specific performance or any other remedy as a result of Purchaser's default under this Agreement.​ ​

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Purchaser fails to consummate the transactions contemplated hereby shall have failed purchase of the Property pursuant to occurthis Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, Purchaser may6, at 7 or 13, then Seller, as its optionsole remedy, may terminate this Agreement by giving written notice of termination notifying Purchaser thereof, in which event Escrow Agent shall deliver the Deposit to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if as liquidated damages, whereupon neither Purchaser nor Seller shall have failed any further rights or obligations hereunder, except for those which survive the termination of this Agreement. In addition to perform any of the covenants and/or agreements contained herein which are to be performed by foregoing, Seller then Purchaser shall also be entitled to receive from Seller an additional refund of recover all expenses, including reasonable attorney's fees and litigation costs, incurred in connection with recovering the Deposit following a breach hereof by Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 (b) If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated terminates this Agreement pursuant to Sections 5, 6, 7 or 13, then Escrow Agent shall return the Deposit to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement. (c) If Seller fails to consummate the sale of the provisions authorizing such terminationProperty pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder in all material respects or termination hereof by Purchaser in accordance with Section 14(a), then Purchaser may, as its exclusive remedies therefor: (1) terminate this Agreement by notifying Seller thereof, in which case Escrow Agent shall deliver the Deposit to Purchaser, and in addition, Purchaser fails to close the transaction contemplated hereby, Seller shall also be entitled to receive recover all expenses, including reasonable attorney's fees and litigation costs, incurred in connection with recovering the ▇▇▇▇▇▇▇ Money as Seller's sole Deposit following a failure to consummate the transaction hereof by Seller and exclusive remedy neither party hereto shall have any further rights or obligations hereunder, except for such failurethose which survive the termination of this Agreement, or (2) seek specific performance of the obligations of Seller hereby specifically waiving any hereunder, and all expenses, including reasonable attorneys' fees and litigation costs, incurred in enforcing its rights which it may have and remedies hereunder. (d) The provision for payment of liquidated damages in Section 14(a) has been included because, in the event of a breach by Purchaser, the actual damages to damages, specific performance or any other remedy as a result be incurred by Seller can reasonably be expected to approximate the amount of Purchaser's default under this Agreementliquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation a. If Purchaser fails to consummate the transactions contemplated hereby purchase of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 6, 7, 8, 11 and 13 hereof, then Seller, as its sole remedies, shall have failed to occur, Purchaser may, at its option, the right to: (i) terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all notifying Purchaser thereof, in which event Title Company shall deliver the Earn▇▇▇ ▇▇▇▇ey to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder, or (ii) enforce specific performance of the obligations of Purchaser hereunder. b. If Purchaser terminates this Agreement pursuant to Section 6, 7, 8, 11 or 13 hereof, then Title Company shall return the Earn▇▇▇ Money previously deposited and if and only if Seller to Purchaser, whereupon neither party hereto shall have failed any further rights or obligations hereunder. c. If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to Section 13, Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b), then Purchaser, as its sole remedies, shall have the right to: (i) terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the Earn▇▇▇ ▇▇▇ey to Purchaser and neither party hereto shall have any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, further rights or Purchaser may seek to obligations hereunder; or (ii) enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision the obligations of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations Seller hereunder. 9.3 If d. Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by Purchaser, the actual damages to close be incurred by Seller can reasonably expected to approximate the transaction contemplated hereby, Seller shall amount of liquidated damages called for herein and because the actual amount of such damages would be entitled difficult if not impossible accurately to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreementmeasure.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, (a) If Purchaser fails defaults on its obligations hereunder or if any of the conditions precedent to Purchaser's obligation otherwise fails to consummate the transactions contemplated hereby shall have failed purchase of the Property pursuant to occurthis Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser in Section 5, Purchaser maySection 6, at or Section 11 or due to a breach of Seller’s representations or warranties, then Seller, as its optionsole remedy, may terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if notifying Purchaser thereof, whereupon neither Purchaser nor Seller shall have failed any further rights or obligations hereunder, except those that by their terms survive the termination of this Agreement. In addition to perform any of the covenants and/or agreements contained herein which are to be performed by foregoing, Seller then Purchaser shall also be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process recover all expenses, including reasonable attorneys’ fees and litigation costs, incurred in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together connection with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive recovering the ▇▇▇▇▇▇▇ Money following a breach hereof by Purchaser. (b) If Purchaser terminates (or is deemed to have terminated) this Agreement pursuant to Section 5, Section 6, or Section 11, then Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except those that by their terms survive the termination of this Agreement. (c) If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Purchaser’s failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b) or if prior to Closing any one or more of Seller’s representations or warranties are breached or untrue in any material respect, then Purchaser, as Seller's its sole and exclusive remedy for such failureremedy, may either (1) terminate this Agreement by notifying Seller hereby specifically waiving thereof, in which case Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser and neither party hereto shall have any and all further rights which it may have to damagesor obligations hereunder, except those that by their terms survive the termination of this Agreement; or (2) enforce specific performance or any other remedy as a result of Purchaser's default under this Agreementthe obligations of Seller hereunder.

Termination and Remedies. 9.1 In (a) If Buyer fails to consummate the event that Seller shall have failed to have performed any purchase of the covenants and/or agreements contained herein which are Property pursuant to be performed by Sellerthis Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in herein, or if Buyer breaches any covenant or provision of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurthis Agreement, Purchaser maythen Seller, at as its optionsole remedy, may terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all notifying Buyer thereof, in which event Title Company shall deliver the ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously depositedMoney, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If thereon, to Seller is not then in default in its obligations or agreements, and as LIQUIDATED DAMAGES. In addition to the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated herebyforegoing, Seller shall also be entitled to receive recover all reasonable expenses, including reasonable attorney's fees and litigation costs, incurred in connection with obtaining the ▇▇▇▇▇▇▇ Money as Seller's sole following a breach hereof by Buyer. (b) If Buyer terminates this Agreement pursuant to its rights to do so hereunder and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's is not in default under this Agreement, then the ▇▇▇▇▇▇▇ Money, together with all interest thereon, shall be returned to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement. (c) If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Buyer's failure to perform its obligations hereunder, or termination hereof by Buyer in accordance with Section 11(b), then Buyer, as its exclusive remedies therefore, may: (1) terminate this Agreement by notifying Seller thereof, in which case the ▇▇▇▇▇▇▇ Money, together with all interest thereon, shall be returned to Buyer and neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement; or (2) enforce specific performance of the obligations of Seller hereunder. (d) The provision for payment of liquidated damages in Section 11 (a) has been included because, in the event of a breach by Buyer, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. (e) This Agreement shall not be recorded in any public records in the State of New Hampshire or the county where the Property is located, and any such recording by or for Buyer shall be a default hereunder.

Termination and Remedies. 9.1 In (a) If Purchaser defaults in its obligation to purchase the event that Seller Property pursuant to this Agreement, then Seller, as its sole and exclusive remedy therefor, shall have failed the right to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller notifying Purchaser thereof, in which event the Title Company shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive deliver the ▇▇▇▇▇▇▇ Money to Seller as Sellerliquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder. This provision shall not limit Purchaser's liability in respect of the indemnity contained in Section 6 (a) hereof. (b) If Purchaser terminates this Agreement pursuant to Sections 5, 6 or 9 hereof or pursuant to any other provision hereof expressly permitting Purchaser to terminate, then the Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder. (c) If Seller defaults under any provision of this Agreement, then Purchaser as its sole and exclusive remedy shall have the right to terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder. Notwithstanding the foregoing, if Seller fails to convey at Closing a title, subject to and in accordance with the provisions of paragraph 4 of this Agreement, or if Seller shall fail to comply with the commitments, warranties, representations or conditions on the part of Seller to be performed as set forth herein, the Purchaser may elect to accept title to the Property subject to any such title defect, misrepresentation, failure of condition, breach of warranty or other deficiency as Seller may be able to convey, without reduction of the Purchase Price and without any other liability on the part of the Seller. In the event that Purchaser shall elect to close title pursuant to such terms and Seller shall fail to deliver title to the Property in accordance with the provisions of this paragraph, Purchaser shall be entitled to maintain an action for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance (without any right to abatement in purchase price or damages). In no event shall Seller be liable to Purchaser for damages of any other remedy as kind, whether actual, consequential or punitive. (d) Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 10(a) because, in the event of a result breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of Purchaser's default under this Agreementliquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measure.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Buyer fails to consummate the transactions contemplated hereby purchase of the Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 6, 7 or 13, or terminated by Seller pursuant to Section 8, then Seller, as its sole and exclusive remedy, shall have failed the right to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller notifying Buyer thereof in accord with Section 10 hereof, in which case the Title Company shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive promptly deliver the ▇▇▇▇▇▇▇ Money as to Seller, whereupon neither party shall have any further rights or obligations hereunder. Seller and Buyer hereby acknowledge and agree they have included this provision for payment of liquidated damages because, in the event of a breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and because the actual amount of such damages would be difficult if not impossible accurately to measure. (b) If Seller fails to consummate the sale of the Properties pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 6, 7 or 13, (ii) Buyer's failure to perform its obligations hereunder or, (iii) Seller's termination of this Agreement pursuant to Section 8, Buyer shall have the right, as its sole and exclusive remedy for such failureremedies, to either (x) terminate this Agreement by notifying Seller hereby specifically waiving thereof in accord with Section 10, in which case the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Buyer, whereupon neither party hereto shall have any and all further rights which it may have to damagesor obligations hereunder, or (y) enforce specific performance or of Seller's obligation hereunder and/or seek any other remedy as remedies available at law or in equity. (c) If Buyer properly terminates this Agreement pursuant to a result of Purchaser's default under right granted Buyer in Sections 5, 6, 7 or 13, or if Seller terminates this AgreementAgreement pursuant to Section 8, then the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Buyer whereupon neither Buyer or Seller shall have any further rights or obligations hereunder.

Termination and Remedies. 9.1 In the event that 10.1 If, prior to or at Closing, Seller defaults hereunder and shall have failed to have performed any of the covenants and/or or agreements contained herein which are to be performed by Seller, or if any warranty or representation made by Seller herein is not true and correct in all material respects as of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurClosing, Purchaser may, at as its optionsole remedy, either (i) terminate this Agreement by giving written notice of termination to Seller and 29820032v11 receive a full and an immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if the Deposit from Escrow Agent or (ii) seek specific performance of this Agreement. To the extent Purchaser proceeds to Closing with knowledge of an existing Seller default, then Purchaser shall be deemed to have failed waived the default. If, after Closing Seller defaults hereunder by its failure to perform have performed any of the covenants and/or or agreements contained herein which are to be performed after Closing or defaults hereunder because any warranty or representation made by Seller then Purchaser shall be entitled herein is found to receive from Seller an additional refund have not been true and correct in any material respect as of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000Closing, or Purchaser may seek to enforce specific performance its remedies under applicable law, subject to the limitations imposed by Section 8.1 of this Agreement as its sole remediesAgreement. Seller shall be liable only for direct and actual damages suffered by Buyer on account of Seller's default in an amount equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000), but in no event shall Seller be liable for any such damages in an amount exceeding Two Hundred Fifty Thousand and no/100 Dollars ($250,000). In no event shall Seller be liable for any indirect, consequential or punitive damages on account of Seller’s breach of any representation or warranty contained in this Agreement. 9.2 10.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and, prior to or at Closing, Purchaser defaults hereunder and Purchaser fails to close perform any of the transaction contemplated herebycovenants or agreements contained herein which are to be performed by Purchaser, Seller then Purchaser shall be entitled forfeit the Deposit together with any interest earned thereon, to receive the ▇▇▇▇▇▇▇ Money Seller, as Seller's ’s sole and exclusive remedy for such failureremedy, as liquidated damages, due to the inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof. If, after Closing Purchaser defaults hereunder by its failure to have performed any of the covenants or agreements contained herein which are to be performed after Closing or defaults hereunder because any warranty or representation made by Purchaser herein is not true and correct in any material respect as of Closing, Seller hereby specifically waiving any and all rights which it may have seek to damagesenforce its remedies under applicable law, specific performance or any other remedy as a result subject to the limitations imposed by Section 8.1 of Purchaser's default under this Agreement.

Termination and Remedies. 9.1 In the event that 10.1 If, prior to or at Closing: (a) Seller defaults hereunder and shall have failed to have performed perform, in any material respect, any of the covenants and/or or agreements contained herein which are to be performed by Seller, or if any warranty or representation made by Seller herein is not true and correct in all material respects as of Closing, and (b) in all cases other than the conditions precedent Seller’s failure to fully perform its obligations at Closing pursuant to Article 6 of this Agreement in the absence of Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur’s default, Seller has not cured any such default within five (5) business days of having received written notice thereof from Purchaser, Purchaser may, at as its optionsole remedy, either (i) terminate this Agreement by giving written notice of termination to Seller and receive a full and an immediate refund of any the Deposit from Escrow Agent or (ii) seek specific performance of this Agreement and, in either case, recover from Seller all of Purchaser’s reasonable third party expenses (in no event to exceed $75,000) actually incurred in connection with the transactions contemplated by this Agreement and all ▇▇▇▇▇▇▇ Money previously deposited as a result of such default or non-performance including, without limitation, attorneys’ fees and if costs. If the Closing shall have occurred and only if Seller shall have failed defaulted hereunder by its failure to perform have performed any of the covenants and/or or agreements contained herein which are to be performed after Closing, or defaults hereunder because any warranty or representation made by Seller then Purchaser shall be entitled herein is found to receive from Seller an additional refund have not been true and correct in any material respect when made or as of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000Closing, or Purchaser may seek to enforce specific performance its remedies under applicable law, subject to the limitations imposed by Section 8.1 of this Agreement Agreement. Seller shall be liable only for direct and actual damages suffered by Buyer on account of Seller’s default in an amount equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000), but in no event shall Seller be liable for any such damages in an amount exceeding Five Hundred Fifty Thousand and no/100 Dollars ($550,000). In no event shall Seller be liable for any indirect, consequential or punitive damages on account of Seller’s breach of any representation or warranty contained in this Agreement. During the pendency of the Survival Period, Seller shall (i) not dissolve and shall maintain its existence as its sole remediesa limited liability company, and (ii) maintain at least $550,000 in liquid assets in an account segregated from any assets of any of Seller’s affiliates or any operating account or other active account of Seller, which obligations shall survive Closing and the recordation of the deed. 9.2 10.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and and, prior to or at Closing: (a) Purchaser defaults hereunder in any material respect, fails to close perform any of the transaction contemplated herebycovenants or agreements contained herein which are to be performed by Purchaser, Seller or if any warranty or representation made by Purchaser herein is not true and correct in all material respects as of Closing, and (b) in all cases other than the Purchaser’s failure to fully perform its obligations at Closing pursuant to Article 6 of this Agreement in the absence of Seller’s default, Purchaser has not cured any such default within five (5) business days of having received written notice thereof from Seller, then Purchaser shall be entitled forfeit the Deposit together with any interest earned thereon, to receive the ▇▇▇▇▇▇▇ Money Seller, as Seller's ’s sole and exclusive remedy for such failureremedy, as liquidated damages, due to the inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof. If, after Closing Purchaser defaults hereunder by its failure to have performed any of the covenants or agreements contained herein which are to be performed after Closing or defaults hereunder because any warranty or representation made by Purchaser herein is not true and correct in any material respect as of Closing, Seller hereby specifically waiving may seek to enforce its remedies under applicable law, subject to the limitations imposed by Section 8.1 of this Agreement. In no event shall Purchaser be liable for any and all rights which it may have to damagesindirect, specific performance consequential or any other remedy as a result punitive damages on account of Purchaser's default under ’s breach of any representation, warranty or obligation contained in this Agreement.

Termination and Remedies. 9.1 11.1 In the event that Seller shall have failed to have performed on the Closing Date or after any permitted adjournment of the Closing Date, any of the covenants and/or agreements Seller’s representations or warranties contained herein which are to be performed by Seller, untrue in any material respect or if any of the conditions precedent to Purchaser's ’s obligation to consummate the transactions contemplated hereby shall have failed to occuroccur and Seller fails to cure such untruth or condition precedent within thirty (30) days following written notice from Purchaser, Purchaser may, at its option, option (i) terminate this Purchase Agreement by giving written notice of termination to Seller and Seller, in which event Purchaser shall receive a full and immediate refund of the Deposit and the Extension Fees (if previously paid by Purchaser), but specifically excluding any statutory interest, and neither party under this Purchase Agreement shall have any further obligation to the other, or (ii) close title to the Premises without any abatement of the Purchase Price, in which event Purchaser shall be deemed to have waived any rights it may have had on account of such untruth, failure to perform or failure to occur. If Seller defaults in any of its obligations under this Purchase Agreement and fails to cure such default within thirty (30) days following written notice from Purchaser of such default, then Purchaser may, at Purchaser’s election: (a) terminate this Purchase Agreement by giving written notice thereof to Seller, in which event the Deposit and the Extension Fees (if previously paid by Purchaser), but specifically excluding any statutory interest, will promptly be returned to Purchaser, [****](b) waive such default and consummate the transaction contemplated hereby in accordance with the terms of this Purchase Agreement; or (c) seek specific performance. 11.2 If Purchaser defaults under the terms of this Purchase Agreement, the entire damages which Seller will thereby sustain cannot be exactly determined; therefore, it is agreed that in the event of any default by Purchaser, the Deposit and the Extension Fees (to the extent previously paid by Purchaser) shall be considered as liquidated damages for such failure or refusal of Purchaser to consummate this transaction or for any non-compliance, non- performance, breach or default by Purchaser, and shall become the exclusive property of, and be permanently retained by Seller, as Seller’s sole remedy and Purchaser’s sole obligation in any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if events. Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement retain such amounts as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any liquidated damages and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations rights or agreementscauses of action shall remain against Purchaser, and the nor shall Purchaser has not terminated this Agreement pursuant to have any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all further rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Purchase Agreement or otherwise, with respect to Seller, except as otherwise expressly set forth in this Purchase Agreement.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation 15.1 If Buyer fails to consummate the transactions contemplated hereby purchase of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 6, 7, 8 or 14, then Seller, as its sole and exclusive remedy, shall have failed the right to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller notifying Buyer thereof, in which event the Title Company shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive deliver the ▇▇▇▇▇▇▇ Money to Seller, as Sellerliquidated damages, whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder. Seller and Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event of a breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and because the actual amount of such damages would be difficult if not impossible accurately to measure. 15.2 If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 6, 7, 8 or 14, or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as its sole and exclusive remedy remedies, to either (x) terminate this Agreement by notifying Seller thereof, in which case the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, or (y) enforce specific performance of the obligations of Seller hereunder. 15.3 If Buyer terminates this Agreement pursuant to a right granted Buyer in Sections 5, 6, 7, 8 or 14, then the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Buyer, whereupon neither Buyer or Seller shall have any further rights or obligations hereunder, unless Seller objects to Buyer's right to properly terminate this Agreement pursuant to such sections, in which event the Title Company shall retain the ▇▇▇▇▇▇▇ Money until the Title Company receives instructions with respect to the disposition of the ▇▇▇▇▇▇▇ Money from both Buyer or Seller or until such time as a court of competent jurisdiction determines the disposition of the ▇▇▇▇▇▇▇ Money. 15.4 Buyer and Seller acknowledge that Buyer has, concurrently herewith, entered into Purchase and Sale Agreements with Seller, Fast Food Properties, Fast Food Properties II and Ohio Properties with respect to fourteen (14) other restaurant properties, in addition to the Property (such 14 other Properties are referred to hereinafter as the "Other Properties"). In the event that (a) the closing of title with respect to each and every one of the Other Properties does not take place on the Closing Date for such failureany reason other than by reason of the seller's default, or (b) the seller shall have the right to terminate or terminates the Purchase and Sale Agreement for any one or more of the Other Properties, or (c) Buyer terminates the Purchase and Sale Agreement for any one or more of the Other Properties other than by reason of Seller's default, then Seller hereby specifically waiving any shall have the right to terminate this Agreement pursuant to this section 15.4 by notifying Buyer thereof, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, unless the closing of title with respect to each and all rights every one of the Other Properties does not take place on the Closing Date by reason of Buyer's default, in which it may have event the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller, as liquidated damages, specific performance whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder. 15.5 In the event that (a) the closing of title with respect to each and every one of the Other Properties does not take place on the Closing Date for any reason other remedy than by reason of Buyer's default, or (b) Buyer shall have the right to terminate or terminates the Purchase and Sale Agreement for any one or more of the Other Properties, or (c) the seller terminates the Purchase and Sale Agreement for any one or more of the Other Properties other than by reason of Buyer's default, then Buyer shall have the right to terminate this Agreement pursuant to this section 15.5 by notifying Seller thereof, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, unless the closing of title with respect to each and every one of the Other Properties does not take place on the Closing Date by reason of Buyer's default, in which event the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller, as a result of Purchaser's default under this Agreementliquidated damages, whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder.

Termination and Remedies. 9.1 (a) In addition to Purchaser’s right of cancellation as provided in Section 4(b), at any time after the event that Seller shall have failed expiration of such right of cancellation and prior to have performed delivery of the Completion Notice to Purchaser, and provided Purchaser is not in default of any of the his obligations and covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurhereunder, Purchaser may, at its option, may terminate this Purchase Agreement by giving for any reason whatsoever upon delivery of written notice of such termination to Seller and receive a full and immediate refund of any and all Seller, in which case the ▇▇▇▇▇▇▇ Money previously deposited deposit shall become non-refundable and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled paid to receive from Seller an additional refund of PurchaserSeller. Following ▇▇▇▇▇▇’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund receipt of any and all such notice of termination from Purchaser, Seller will direct the Escrowee to pay the ▇▇▇▇▇▇▇ Money previously deposited, (together with all any accrued interest accrued thereon thereon) to Seller. The ▇▇▇▇▇▇▇ Money represents Seller’s reasonable estimation of costs incurred by Seller as a result of such termination and thereafter Purchaser shall have no further obligations hereunder. 9.3 If hereby authorizes the Escrowee to pay Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement ▇▇▇▇▇▇▇ Money following Purchaser’s termination pursuant to any of the provisions authorizing such termination, and Purchaser fails this Section 12(a). Seller’s right to close the transaction contemplated hereby, Seller shall be entitled to receive retain the ▇▇▇▇▇▇▇ Money as described in this Section 12(a) shall be Seller's ’s sole and exclusive remedy for such failureremedy, Seller hereby specifically waiving in lieu of any and all rights which it may have other remedies otherwise available to damagesSeller hereunder or at law or in equity, specific performance or any other remedy in the event Purchaser terminates this Purchase Agreement as provided in this Section 12(a) (but nothing contained herein shall be deemed to modify Purchaser’s right to cancel this Purchase Agreement and receive a result full refund of Purchaser's default the ▇▇▇▇▇▇▇ Money, together with accrued interest as provided in Section 4(b)). Upon payment to Seller of the ▇▇▇▇▇▇▇ Money under this AgreementSection 12(a), this Purchase Agreement shall be null and void and neither party hereto shall have any further liability, obligations or rights hereunder.

Termination and Remedies. 9.1 11.1 In the event that Seller shall have failed to have performed on the Closing Date or after any permitted adjournment of the Closing Date, any of the covenants and/or agreements Seller’s representations or warranties contained herein which are to be performed by Seller, untrue in any material respect or if any of the conditions precedent to Purchaser's ’s obligation to consummate the transactions contemplated hereby shall have failed to occuroccur and Seller fails to cure such untruth or condition precedent within thirty (30) days following written notice from Purchaser, Purchaser may, at its option, option (i) terminate this Purchase Agreement by giving written notice of termination to Seller and Seller, in which event Purchaser shall receive a full and immediate refund of the Deposit and the Extension Fees (if previously paid by Purchaser), but specifically excluding any statutory interest, and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller neither party under this Purchase Agreement shall have failed any further obligation to perform the other, or (ii) close title to the Premises without any abatement of the covenants and/or agreements contained herein Purchase Price, in which are to be performed by Seller then event Purchaser shall be entitled deemed to receive have waived any rights it may have had on account of such untruth, failure to perform or failure to occur. If Seller defaults in any of its obligations under this Purchase Agreement and fails to cure such default within thirty (30) days following written notice from Seller an additional refund Purchaser of such default, then Purchaser may, at Purchaser’s costs election: (a) terminate this Purchase Agreement by giving written notice thereof to Seller, in which can event the Deposit and the Extension Fees (if previously paid by Purchaser), but specifically excluding any statutory interest, will promptly be directly attributed returned to Purchaser, and the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser parties shall have no further obligations hereunder. 9.3 If Seller is not then in obligation to each other; (b) waive such default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close consummate the transaction contemplated herebyhereby in accordance with the terms of this Purchase Agreement; or (c) seek specific performance. 11.2 If Purchaser defaults under the terms of this Purchase Agreement and fails to cure such default (i) within five (5) business days following written notice for Purchaser’s failure to delivery the Additional Deposit and/or Second Additional Deposit, (ii) within thirty (30) days following written notice of Purchaser’s failure to close title to the Premises on the date set forth in Section 6, and (iii) within ten (10) business days following written notice for all other defaults, the entire damages which Seller will thereby sustain cannot be exactly determined; therefore, it is agreed that in the event of any default by Purchaser, the Deposit and the Extension Fees (if previously paid by Purchaser) shall be entitled considered as liquidated damages for such failure or refusal of Purchaser to receive consummate this transaction or for any non-compliance, non-performance, breach or default by Purchaser, and shall become the ▇▇▇▇▇▇▇ Money exclusive property of, and be permanently retained by Seller, as Seller's ’s sole remedy and exclusive remedy for such failure, Seller hereby specifically waiving Purchaser’s sole obligation in any and all events. Seller shall retain such amounts as liquidated damages and no further rights which it may or causes of action shall remain against Purchaser, nor shall Purchaser have to damages, specific performance or any other remedy as a result of Purchaser's default further rights under this Purchase Agreement or otherwise, with respect to Seller, except as otherwise expressly set forth in this Purchase Agreement.

Termination and Remedies. 9.1 In (a) If Purchaser fails to consummate the event that Seller shall have failed to have performed any purchase of the covenants and/or agreements contained herein which are Property pursuant to be performed this Agreement for any reason other than termination hereof pursuant to a termination right granted in this Agreement or a material breach or default by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurPurchaser is otherwise in material breach or default under this Agreement, Purchaser then Seller may, at its optionas Seller’s sole and exclusive remedy, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇notifying Purchaser thereof, in which event Title Company shall deliver the E▇▇▇▇▇▇ Money previously deposited and if and only if to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have failed any further rights or obligations hereunder, except for those which survive the termination of this Agreement. In addition to perform any of the covenants and/or agreements contained herein which are to be performed by foregoing, Seller then Purchaser shall also be entitled to receive from recover all expenses, including reasonable attorney’s fees and litigation costs, incurred in connection with enforcing its rights with respect to a breach hereof by Purchaser. The provision for payment of liquidated damages in this Section 12(a) has been included because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. (b) If Purchaser terminates this Agreement pursuant to an additional refund of Purchaser’s costs which can be directly attributed express right, including without limitation pursuant to the Due Diligence process in an amount up to but not exceeding $25,000.000Section 7(d), Section 8(a), or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such terminationSection 11, Purchaser then Title Company shall be entitled to return the immediate refund of any and all ▇E▇▇▇▇▇▇ Money previously depositedto Purchaser, together with all interest accrued thereon and thereafter Purchaser whereupon neither party hereto shall have no any further rights or obligations hereunder, except for those which survive the termination of this Agreement. 9.3 (c) If Seller is not then in default in its obligations or agreements, and fails to consummate the Purchaser has not terminated sale of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to any of a termination right granted in this Agreement or a material breach or default by Purchaser, or if Seller is otherwise in material breach or default under this Agreement at or prior to the provisions authorizing such terminationClosing, and then Purchaser fails to close the transaction contemplated herebymay, as its exclusive remedies therefor: (1) terminate this Agreement by notifying Seller thereof, in which case Title Company or Seller shall be entitled to receive return the ▇E▇▇▇▇▇▇ Money as to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement; or (2) enforce specific performance of the obligations of Seller hereunder. In addition to the foregoing, Purchaser shall also be entitled to recover all expenses, including reasonable attorney’s fees and litigation costs, incurred in connection with enforcing its rights with respect to a breach hereof by Seller's . PURCHASER HEREBY WAIVES ANY RIGHT TO PURSUE A CLAIM FOR DAMAGES (INCLUDING WITHOUT LIMITATION ANY ACTUAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES), OR ANY OTHER REMEDY AVAILABLE, AT LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS PROVIDED IN SECTION 13(C). (d) Without implying that Purchaser has any such rights, Purchaser waives any and all claims it has or may have in connection with this Agreement, or the matters contemplated herein, against the partners or shareholders of Seller, and notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that Seller’s partners, shareholders, officers, directors, employees and agents shall not be personally liable to Purchaser, or its successors or assigns, for the payment of any money judgment obtained for a failure to perform or pay any covenant or obligation on the part of Seller to be performed or paid under this Agreement, it being expressly agreed that any money judgment recovered against Seller shall be satisfied only out of, and the sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy recourse of Purchaser as a result of such default shall be against, the assets of Seller. (e) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL PARTIES WAIVE THE RIGHT TO A JURY IN THE EVENT OF LITIGATION. (f) THE LIMITATIONS ON REMEDIES AND RECOURSE SET FORTH IN SECTION 13(C), THIS SECTION 12, AND ELSEWHERE IN THIS AGREEMENT SHALL APPLY EVEN IN THE EVENT OF THE NEGLIGENCE, BREACH, STRICT LIABILITY OR OTHER LEGAL FAULT OF THE DEFAULTING OR BREACHING PARTY. (g) Notwithstanding anything in this Agreement to the contrary, and without implying that Seller has any such right, it is expressly understood and agreed that Purchaser's default ’s members, manager, partners, shareholders, officers, directors, employees and agents shall not be personally liable to Seller, or its successors or assigns, for the payment of any money judgment obtained for a failure to perform or pay any covenant or obligation on the part of Purchaser to be performed or paid under this Agreement, it being expressly agreed that Seller’s sole and exclusive recourse as a result of such default shall be against the E▇▇▇▇▇▇ Money and, as to the right to recover enforcement costs under Section 12(a), the assets of Purchaser. (h) Title Company shall not disburse the E▇▇▇▇▇▇ Money to either party unless and until so instructed by both Seller and Purchaser, but such shall not preclude Title Company from interpleading the E▇▇▇▇▇▇ Money to the registry of a court. Whenever either party is entitled to all or any part of the E▇▇▇▇▇▇ Money, the other party shall promptly instruct Title Company, in writing, to make such disbursement or, in the event of a good faith dispute, shall promptly give written notice thereof to the other party and to Title Company specifying such dispute in reasonable detail. (i) The provisions of this Section 12 shall survive the Closing and any termination of this Agreement.

Termination and Remedies. 9.1 Section 13.01 In the event that any of Seller’s or Academy’s representations or warranties contained herein are untrue at Closing or if Seller or Academy shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by SellerSeller or Academy, or if any of the conditions precedent to Purchaser's ’s obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at as its optionsole and exclusive remedies, (i) terminate this Agreement Contract in its entirety by giving written notice of termination to Seller Seller, in which event the Downpayment, together with accrued interest (less the Independent Consideration), shall be promptly returned to Purchaser by the Escrow Agent, neither party shall have any further rights or liabilities under this Contract except that Purchaser and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed continue to perform any remain liable under the indemnification provisions of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, Section 14.01 or Purchaser may (ii) seek to enforce specific performance of this Agreement Contract. Notwithstanding the foregoing, if specific performance is unavailable as its sole remedies. 9.2 If this Agreement is terminated by a remedy to Purchaser pursuant to any provision because of this Agreement authorizing such terminationSeller’s or Academy’s affirmative acts, Purchaser shall be entitled to pursue all rights and remedies available at law or in equity. The foregoing provisions shall not limit any rights or remedies that Purchaser may have after Closing under any provisions of this Contract that survive Closing. Section 13.02 In the immediate refund event Purchaser shall default in the performance of any its obligations to purchase the Parcel and to make all payments to Seller required hereunder, Seller, as Seller’s sole remedy, shall have the right to receive and retain the Downpayment and all ▇▇▇▇▇▇▇ Money previously depositedinterest and other sums earned thereon as liquidated damages for all loss, together with all interest accrued thereon damage and thereafter expense suffered by Seller, including, without limitation, the loss of its bargain, and neither party shall have any further rights or liabilities under this Contract except that Purchaser and Seller shall continue to remain liable under the indemnification provisions of Section 14.01 and Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant continue to any of remain liable under the provisions authorizing such terminationof Section 3.02(b), Section 3.02(c) and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this AgreementSection 7.01.

Termination and Remedies. 9.1 In (a) If Buyer fails to consummate the event that Seller shall have failed to have performed any purchase of the covenants and/or agreements contained herein which are Property pursuant to be performed by Sellerthis Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in herein, or if Buyer breaches any covenant or provision of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurthis Agreement, Purchaser maythen Seller, at as its optionsole remedy, may terminate this Agreement by giving written notice of termination notifying Buyer thereof, in which event Title Company shall deliver the Earnest Money, together with all interest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the foregoing, Seller shall also be entitled to recover all reasonable expenses, including reasonable attorney's fees and receive litigation costs, incurred in connection with obtaining the Earnest Money following a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited hereof by Buyer. (b) If Seller defaults in performance of any of its duties or obligations contained herein, may: (1) terminate this Agreement by notifying Seller thereof, in which case the Earnest Money, together ▇▇▇▇ ▇ll interest thereon, shall be returned to Buyer and if and only if Seller neither party hereto shall have failed to perform any further rights or obligations hereunder, except for those which expressly survive the termination of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, this Agreement; or Purchaser may seek to (2) enforce specific performance of this Agreement as its sole remediesthe obligations of Seller hereunder, or (3) exercise any other right or remedy available at law or in equity. 9.2 If this Agreement is terminated (c) The provision for payment of liquidated damages in Section 15(a) has been included because, in the event of a breach by Purchaser pursuant Buyer, the actual damages to any provision be incurred by Seller can reasonably be expected to approximate the amount of this Agreement authorizing liquidated damages called for herein and because the actual amount of such termination, Purchaser shall damages would be entitled difficult if not impossible to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereundermeasure accurately. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreement.

Termination and Remedies. 9.1 (a) In the event that Purchaser fails to fulfill any of its material obligations hereunder, and such failure continues for twenty (20) days after Purchaser’s receipt of written notice from Seller specifying such failure, Seller shall have failed the right to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein Agreement, in which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive event the ▇▇▇▇▇▇▇ Money shall be retained by Seller as liquidated and exclusive damages, and Seller shall have no further recourse or remedy at law or in equity other than to draw upon the ▇▇▇▇▇▇▇ Money. Upon payment of the ▇▇▇▇▇▇▇ Money and Extension Payment, if applicable, together with interest thereon to Seller pursuant to this Section 11(a), this Agreement shall terminate and neither Party shall have any further obligations or liabilities to the other Party, except for any obligations that expressly survive the termination of this Agreement. The Parties have agreed that Seller’s actual damages, in the event of a default by Purchaser, would be extremely difficult or impracticable to determine. The Parties acknowledge that the face amount of the ▇▇▇▇▇▇▇ Money has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and as Seller's ’s sole and exclusive remedy (except for receipt of copies of plans as aforesaid) against Purchaser, at law or in equity, in the event of a default under this Agreement on the part of Purchaser. Seller Initials Purchaser Initials (b) In the event Seller fails to fulfill any of its material obligations hereunder, and such failure continues for twenty (20) days after Seller’s receipt of written notice from Purchaser specifying such failure, Seller hereby specifically waiving Purchaser shall have the right to elect one of the following rights and remedies: (1) Purchaser shall have the right to terminate this Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money together with interest thereon shall be returned to Purchaser and Purchaser shall be reimbursed all actual, documented, third party costs incurred in connection with the transaction contemplated by this Agreement, including, without limitation, its counsel fees and any other third party due diligence, design, engineering and other consultants fees and expenses and other pursuit costs, not to exceed Two Hundred Thousand Dollars ($200,000), and thereupon all rights which it obligations of the Parties under this Agreement shall terminate except for any provision that expressly survives the termination of this Agreement; or (2) Purchaser shall have the right to waive the breach or default and proceed to Closing in accordance with the provisions of this Agreement without reduction of the Purchase Price; or (3) Purchaser may have to damages, seek specific performance or for Seller’s failure to perform its obligations hereunder. (c) Except as expressly set forth herein, if this Agreement is terminated in accordance with terms hereof, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and neither Party shall have any obligations to the other remedy as a result hereunder except those obligations that expressly survive the termination of Purchaser's default under this the Agreement.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed 11.1. If (a) any of Seller's representations and warranties set forth in this Agreement (other than in Section 4.1.11 hereof) are not true (except to a de minimis extent) on the covenants and/or agreements contained herein which are Closing Date as to be performed by Sellerany material matters (except for changes to facts [other than with respect to Sections 4.1.1 and 4.1.2 hereof] between the date of this Agreement and the Closing Date that do not constitute a breach of Section 4.3 hereof), or if (b) Seller's representation set forth in Section 4.1.11 hereof is not true (except to a de minimis extent) on the date of this Agreement as to any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurmaterial matter, then Purchaser may, at its optionas Purchaser's sole and exclusive right and remedy therefor, terminate this Agreement by giving Seller written notice of termination such election, in which event Purchaser shall be entitled to Seller and receive a full and immediate refund the return of any and all the ▇▇▇▇▇▇▇ Money previously deposited and Money, provided that if and only if Seller shall have failed Purchaser fails so to perform any of the covenants and/or agreements contained herein which are elect to be performed by Seller then terminate this Agreement, then, effective upon Closing, Purchaser shall be entitled deemed to receive from Seller an additional refund have irrevocably waived all rights and remedies for any and all misrepresentations or breaches of Purchaser’s costs warranty of which can be directly attributed Purchaser has knowledge on the Closing Date. Notwithstanding the provisions of the immediately preceding sentence to the Due Diligence process contrary, if Purchaser terminates this Agreement solely because of any Seller's representations or warranties set forth in an amount up Sections 4.1.1 or 4.1.2 hereof are not true on the Closing Date, then Seller shall reimburse Purchaser for all reasonable out-of-pocket costs and expenses incurred by Purchaser that are payable to but not exceeding $25,000.000persons other than Purchaser or Purchaser's officers or employees in Purchaser's inspection of the Property pursuant to Article III of this Agreement, promptly after Purchaser shall have delivered to Seller copies of all reports and other information obtained by Purchaser regarding the Property. If (other than with respect to representations or Purchaser may seek warranties) Seller defaults under this Agreement and fails to enforce specific performance close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement for any reason except the permitted termination hereof by Seller in accordance with the express provisions hereof, Purchaser may, as its sole remedies. 9.2 If and exclusive rights and remedies therefor, either (A) terminate this Agreement is terminated by Purchaser pursuant to any provision giving Seller written notice of this Agreement authorizing such terminationelection, in which event Purchaser shall be entitled to the immediate refund return of any and all the ▇▇▇▇▇▇▇ Money previously depositedMoney, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If or (B) require Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated herebywhich is the subject of this Agreement, including the right to enforce the sale of the Property by maintaining an action for specific performance (with legal fees being covered by Section 14.12 hereof), it being agreed that the exercise of such remedies shall constitute a release of Seller from all obligations hereunder other than those that are the subject of any such action for specific performance, and, upon termination of this Agreement or consummation of the Closing, Purchaser expressly waives the right to maintain any other actions for specific performance or to recover any damages against Seller as a result of Seller's default hereunder. The remedies set forth in this Section shall be the exclusive remedies available to Purchaser for Seller's failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement. 11.2. Purchaser recognizes that the Property will be removed by Seller from the market during the existence of this Agreement and that if the purchase and sale which is the subject of this Agreement is not consummated because of Purchaser's default, Seller shall be entitled to compensation for such detriment. Seller and Purchaser acknowledge that it is extremely difficult and impractical to ascertain the extent of the detriment, and to avoid this problem, Seller and Purchaser agree that if the purchase and sale which is the subject of this Agreement is not consummated as a result of Purchaser's default under this Agreement, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money from Title Company as Seller's liquidated damages, which amount represents a bona fide good faith estimate of damages that Seller would suffer in such event. The parties agree that the sum stated above as liquidated damages shall be the sole and exclusive remedy for such failurerelief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all rights which it may have to damages, damages or specific performance or any other remedy as a result of Purchaser's default under this Agreement. Notwithstanding the foregoing, the provisions of this Section 11.2 shall not limit Purchaser's liability of Seller's remedies with respect to the indemnities made by Purchaser in Sections 3.1(a) and 9.2 hereof that are specifically stated herein to survive the termination of this Agreement.

Termination and Remedies. 9.1 (a) In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser defaults or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed fails to perform any of the covenants and/or agreements terms and conditions contained herein which are in this Purchase Agreement, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be performed liquidated damages, and shall not preclude further claims by Seller then the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to ▇▇▇ for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to receive from Seller solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an additional refund unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser’s costs which can be directly attributed , the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subsection, the Vendor will return all Deposits to the Due Diligence process in an amount up Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not exceeding $25,000.000limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser may seek to enforce specific performance under the terms of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously depositedPurchase Agreement, together with all any accrued interest accrued thereon thereon, will be paid by the Vendor to the Purchaser and thereafter the Purchaser shall will have no further obligations hereunderclaim against the Vendor. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreement.

Termination and Remedies. 9.1 11.1 In the event that on the Closing Date or after any permitted adjournment of the Closing Date, if Seller shall have failed been unable to have performed perform any of the covenants material covenant and/or agreements agreement contained herein which are is to be performed by Seller, or if any of the conditions precedent to Purchaser's ’s obligation to consummate the transactions contemplated hereby shall have failed to occuroccur due to Seller's inability to perform same, Purchaser may, at its option, option (i) terminate this Agreement Contract by giving written notice of termination to Seller and Seller, in which event Purchaser shall (a) receive a full and immediate refund of the Downpayment and (b) Purchaser shall receive from Seller the net costs of Purchaser's title search and survey fees, and thereafter neither party under this Contract shall have any further obligation to the other, or (ii) close title to the Premises without any abatement of the Purchase Price, in which event Purchaser shall be deemed to have waived any rights it may have had on account of such untruth, failure to perform or failure to occur. Notwithstanding the foregoing, if Seller defaults under the terms of the Contract, Purchaser shall have all rights and remedies available to it in law or equity, including specific performance. 11.2 If Purchaser defaults and fails to cure said default within five (5) days after receipt of written notice, the entire damages which Seller will thereby sustain cannot be exactly determined; therefore, it is agreed that in the event of any default by Purchaser, all amounts paid by Purchaser as a deposit pursuant to this Contract shall be considered as liquidated damages for such default by Purchaser, and shall become the exclusive property of, and be permanently retained by Seller as Seller’s sole remedy and Purchaser’s sole obligation in any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if events. Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement retain such amounts as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any liquidated damages and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If rights or causes of action shall remain against Purchaser, nor shall Purchaser have any further rights under this Contract or otherwise, with respect to Seller, except that Purchaser and Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant shall continue to any of remain liable under the provisions authorizing such termination, of subsection 3.2 D and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this AgreementSection 12 hereof.

Termination and Remedies. 9.1 10.1 In the event that any of Seller’s representations or warranties contained herein are materially untrue and impair the marketability of title to the Property, or if Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's ’s obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed Deposit, to the Due Diligence process in an amount up to but not exceeding $25,000.000extent refundable by the terms of this Agreement, or Purchaser may seek to enforce specific performance of this Agreement. It is expressly understood and agreed by Seller and Purchaser that the failure by Purchaser to terminate this Agreement as its sole remediesfor any reason pursuant to this Section shall in no way waive, alter or modify any rights of Purchaser in regard to the representations, warranties, covenants and agreements of Seller herein. 9.2 10.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously depositedthe Deposit, together with all interest accrued thereon to the extent refundable by the terms of this Agreement, and thereafter Seller and Purchaser shall have no further obligations obligation or liabilities one to the other hereunder, except as in this Agreement so provided. 9.3 10.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as Seller's ’s sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, damages or specific performance or any other remedy as a result of Purchaser's ’s default under this Agreement. Seller and Purchaser recognize and agree that such remedy providing for liquidated damages is a reasonable amount in the context of a transaction in which the measurement of damages is not feasible.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, a. If Purchaser defaults under this Agreement or if any of the conditions precedent to Purchaser's obligation fails to consummate the transactions contemplated hereby shall have failed purchase of the Property pursuant to occurthis Agreement for any reason other than Seller's failure to perform its obligations hereunder or timely termination hereof pursuant to a right granted to Purchaser in Sections 5.b., Purchaser may6, at 7.a., 10 or 11.c., then Seller, as its optionsole remedy, may terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇notifying Purchaser thereof, in which event the Escrow Agent shall deliver the E▇▇▇▇▇▇ Money previously deposited and if and only if to Seller as liquidated damages, whereupon, except for obligations of Purchaser which survive termination of this Agreement, neither Purchaser nor Seller shall have failed to perform any further rights or obligations hereunder. The provision for payment of liquidated damages has been included because, in the covenants and/or agreements contained herein which are event of a breach by Purchaser, the actual damages to be performed incurred by Seller then Purchaser can reasonably expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. In addition to the foregoing, Seller shall also be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to recover and pursue: (a) all expenses, including reasonable attorneys' fees and litigation costs, incurred in connection with recovering the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇E▇▇▇▇▇▇ Money previously deposited, together following a breach hereof by Purchaser; and (b) all rights and remedies available to Seller with all interest accrued thereon and thereafter respect to any obligation of Purchaser shall have no further obligations hereunderwhich survives termination of this Agreement. 9.3 b. If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated terminates this Agreement pursuant to any of Sections 5.b., 6, 7.a., 10 or 11.c., then the provisions authorizing such termination, and Purchaser fails to close Escrow Agent shall return the transaction contemplated hereby, Seller shall be entitled to receive the ▇E▇▇▇▇▇▇ Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement. c. If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Purchaser’s failure to perform its obligations hereunder in all material respects or termination hereof by Purchaser in accordance with this Agreement, then Purchaser may, as Seller's its sole and exclusive remedy remedies therefor: (i) terminate this Agreement by written notice to Seller, in which event the Escrow Agent shall deliver the E▇▇▇▇▇▇ Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except for such failure, Seller hereby specifically waiving any and all rights those which it may have to damages, survive the termination of this Agreement; (ii) enforce specific performance of the obligations of Seller hereunder, or any other remedy (iii) to the extent specific performance is not available to Purchaser as a result of Purchaser's default under this Agreementa willful act or omission of Seller occurring after the Effective Date, Purchaser may recover actual damages (subject to the limitations on Seller’s liability contained herein), but in no event shall Purchaser be entitled to recover any consequential, punitive or speculative damages.

Termination and Remedies. 9.1 12.1 In the event that any of the Seller's representations or warranties contained herein are untrue in any respect or if Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if Seller is in default in any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurway under this Agreement, Purchaser may, at its option, either (i) terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇the E▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, deposited; or (ii) Purchaser may seek to enforce specific performance of this Agreement for Seller's voluntary and intentional acts; however Purchaser shall have no rights or remedies for damages hereunder, Purchaser specifically waiving the remedies of damages except as its sole remedieshereinafter provided. In the event that the remedy of specific performance is unavailable for Seller's voluntary and intentional actions, then in that event and notwithstanding the immediate preceding sentence, Purchaser shall have the remedy at law for actual damages (excluding all other type damages) up to but not to exceed Twenty Five Thousand and No/100 Dollars ($25,000.00). If any condition precedent to Purchaser's obligations shall fail to occur, Purchaser may terminate this Agreement and receive a refund of the E▇▇▇▇▇▇ Money (except as otherwise provided in Article II Section 2.2 of this Agreement) previously deposited or waive such failed condition precedent. It is expressly understood and agreed by Seller and Purchaser that the failure by Purchaser to terminate this Agreement for any reason pursuant to this Section 12.1 shall in no way waive, alter or modify any rights of Purchaser in regard to the representations, warranties, covenants and agreements of Seller herein, except to the extent of representations and warranties, the breach of which is known to Purchaser at the time of Closing. 9.2 12.2 If this Agreement is properly and timely terminated by Purchaser pursuant to any provision of this Agreement authorizing such terminationduring the Review Period, Purchaser shall be entitled to the immediate refund of any and all ▇E▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Seller and Purchaser shall have no further obligations obligation or liabilities one to the other hereunder. 9.3 12.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement in a timely and proper manner pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to terminate this Agreement and to receive the ▇E▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any failure of Purchaser to fulfill its obligation hereunder as liquidated damages pursuant to O.C.G.A. section 13-6-7 and all rights which it may have to damages, specific performance or any other remedy not as a result penalty. The parties hereby agree as to the difficulty of Purchaser's default under this Agreementascertaining the damage suffered by Seller and that the E▇▇▇▇▇▇ Money represents a fair estimate of liquidated damages to Seller.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Purchaser fails to consummate the transactions contemplated hereby purchase of the Property pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, 6, 7, and 11 hereof), then Seller, as its sole remedy, shall have failed the right to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller notifying Purchaser thereof, in which event Title Company shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive deliver the ▇▇▇▇▇▇▇ Money to Seller as Sellerliquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or fails to consummate the sale of the Property pursuant to this Agreement (for any reason other than Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and exclusive remedy for such failureis to either: (i) terminate this Agreement by giving written notice to Seller thereof, Seller hereby specifically waiving in which case Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser and neither party hereto shall have any and all further rights which it may have to damages, or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance or any of the obligations of Seller hereunder. (d) Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measure. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other remedy as a result of Purchaser's default party under this Agreementcircumstances in which injunctive relief would be available under applicable law.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, (a) Purchaser may, at its option, may terminate this Agreement for any reason, or no reason, in Purchaser’s sole discretion, by giving written notice of termination to Seller at any time during the period from the Effective Date until 5:00 p.m. CST on the Date of Closing, as such date may be extended or postponed pursuant to this Agreement or any amendment to this Agreement. (b) If Purchaser defaults on its obligations hereunder, or otherwise fails to consummate the purchase of the Property pursuant to this Agreement for any reason other than failure of a condition hereof being met or termination of this Agreement pursuant to a right granted to Purchaser, then Seller, as its sole remedy, may terminate this Agreement by notifying Purchaser thereof. In the event Seller terminates this Agreement pursuant to this paragraph, Purchaser or Title Attorney, as applicable, will deliver $500 to Seller as liquidated damages, whereupon neither Purchaser nor Seller will have any further rights or obligations hereunder, except those that by their terms survive the termination of this Agreement. (c) In the event any condition of Purchaser’s performance to this Agreement is not satisfied within the time period provided herein, or Seller breaches any covenant(s), representation(s) or warranty(ies) hereunder, or Purchaser reasonably believes it has discovered any breach of Seller’s covenant(s), representation(s), or warranty(ies) including, without limitation, those representations and receive a full warranties contained in Section 6, then Purchaser may, at its option, choose to: (a) terminate this Agreement and immediate refund of any seek damages from Seller arising therefrom, (b) extend the Closing until five business days after Seller has satisfied such condition or cured such breach under this Agreement, or (c) purchase the Property. In the event Purchaser terminates this Agreement pursuant to this paragraph, then Seller shall reimburse Purchaser for out-of-pocket damages. Upon termination as provided in this paragraph and all ▇reimbursement by ▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed out-of-pocket damages, neither party hereto shall have any further rights nor obligations hereunder, except those that by their terms survive the termination of this Agreement. (d) Except in the event any condition of Seller’s performance to this Agreement is not satisfied within the Due Diligence process in an amount up to but not exceeding $25,000.000time period provided herein, or Purchaser breaches any covenant, representation or warranty hereunder, if Seller fails to consummate the sale of the Property pursuant to this Agreement, then, Purchaser may (a) terminate this Agreement by notifying Seller thereof and Seller will reimburse Purchaser for out-of-pocket damages, or (b) seek injunctive relief in order to enforce specific performance require Seller to consummate the sale of the Property pursuant to this Agreement, as well as to seek all other legal or equitable remedies to which Purchaser may be entitled. Seller specifically agrees and understands that monetary damages would not adequately compensate Purchaser for a breach of this Agreement as its sole remedies. 9.2 If and this Agreement is terminated by Purchaser pursuant to will be specifically enforceable and that any provision breach or threatened breach of this Agreement authorizing will be the proper subject of a temporary or permanent injunction. Furthermore, Seller specifically waives any claim or defense that there exists an adequate remedy at law for such termination, Purchaser shall be entitled to the immediate refund breach or threatened breach and waives any requirement for posting of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereundera bond. 9.3 If (e) The provision for payment of liquidated damages in this Section 10 has been included because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller is can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant impossible to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreementmeasure accurately.

Termination and Remedies. 9.1 In (a) If Buyer fails to consummate the event that Seller shall have failed to have performed any purchase of the covenants and/or agreements contained herein which are Property pursuant to be performed by Sellerthis Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in herein, or if Buyer breaches any covenant or provision of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occurthis Agreement, Purchaser maythen Seller, at as its optionsole remedy, may terminate this Agreement by giving written notice of termination notifying Buyer thereof, in which event Title Company shall deliver the Earnest Money, together ▇▇▇▇ all interest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the foregoing, Seller shall also be entitled to recover all reasonable expenses, including reasonable attorney's fees and receive litigation costs, incurred in connection with obtaining the Earnest Money following a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited hereof by Buyer. (b) If Buyer terminates this Agreement pursuant to its rights to do so hereunder and if and only if Seller is not in default under this Agreement, then the Earnest Money, together w▇▇▇ ▇▇l interest thereon, shall be returned to Buyer, whereupon neither party hereto shall have failed any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement. (c) If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Buyer's failure to perform any of its obligations hereunder, or termination hereof by Buyer in accordance with Section 12(b), then Buyer, as its exclusive remedies therefore, may: (1) terminate this Agreement by notifying Seller thereof, in which case the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser Earnest Money, together w▇▇▇ ▇▇▇ interest thereon, shall be entitled returned to receive from Seller an additional refund Buyer and neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, this Agreement; or Purchaser may seek to (2) enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision the obligations of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations Seller hereunder. 9.3 If (d) The provision for payment of liquidated damages in Section 12(a) has been included because, in the event of a breach by Buyer, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. (e) This Agreement shall not be recorded in any public records in the State of Pennsylvania or the county where the Property is not then in default in its obligations or agreementslocated, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller recording by or for Buyer shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreementhereunder.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation a. If Purchaser fails to consummate the transactions contemplated hereby shall have failed purchase of the Property pursuant to occurthis Agreement for any reason other than timely termination hereof pursuant to a right granted to Purchaser in Sections 5.b., Purchaser may6, at 7.a., 10, 11.c. or 12.n., then Seller, as its optionsole and exclusive remedy, may terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller notifying Purchaser thereof, in which event Title Company shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive deliver the ▇▇▇▇▇▇▇ Money theretofore deposited by Purchaser with Title Company hereunder to Seller as liquidated damages, whereupon, except for obligations of Purchaser which survive termination of this Agreement, neither Purchaser nor Seller shall have any further rights or obligations hereunder. The provision for payment of liquidated damages has been included because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. Nothing contained in this Section 11.a. shall limit Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving remedies with respect to any and all rights obligation of Purchaser which it may have to damages, specific performance survives the Closing or any other remedy as a result termination of Purchaser's default under this Agreement. b. If Purchaser terminates this Agreement pursuant to Sections 5.b., 6, 7.a., 10, 11.c. or 12.n., then the Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement. c. If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder in all material respects or termination hereof by Purchaser in accordance with Section 11.b., or any of Seller's representations or warranties herein are untrue, incorrect and inaccurate in any material respect, or Seller breaches any material covenant of Seller hereunder, then Purchaser may, as its exclusive remedies therefor: (i) terminate this Agreement by notifying Seller thereof, in which case Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement; or (ii) enforce specific performance of the obligations of Seller hereunder, and all expenses, including reasonable attorneys' fees and litigation costs, incurred in enforcing its rights and remedies hereunder. In no event shall Purchaser have the right to pursue or be entitled to recover any damages from Seller in connection with any breach of this Agreement by Seller, all of which are hereby expressly waived by Purchaser. Nothing contained in this Section 11.c. shall limit Purchaser's remedies with respect to any obligation of Seller which survives the Closing or termination of this Agreement.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if 10.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall be entitled have the right to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the Due Diligence process in an amount up right to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remediesAgreement. 9.2 10.02 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated herebyhereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon one-half percent (1/2%) of the purchase price shall be entitled paid to receive the ▇▇▇▇▇▇▇ Money Seller as liquidated damages which shall be Seller's sole and exclusive remedy for such failureremedy, Seller hereby specifically waiving and neither party shall have any further liability or obligation to the other except as set forth in paragraph 12.01, (Real Estate Brokers), hereof. The parties acknowledge and all rights which it may have to damages, specific performance or any other remedy as a result agree that Seller's actual damages in the event of Purchaser's default under are uncertain in amount and difficult to ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties, and said sum was not intended to be a penalty in nature. 10.03 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties. 10.04 If Purchaser is not satisfied, for any reason whatsoever, with the results of the Environmental Site Assessment Report Phase II, Purchaser may terminate this Agreement, and shall not pay liquidated damages or any costs to Purchaser.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Buyer fails to consummate the transactions contemplated hereby purchase of the Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 7, 8, or 12, then Seller, as its sole and exclusive remedy, shall have failed the right to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller notifying Buyer thereof, in which case the Title Company shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive deliver the ▇▇▇▇▇▇▇ Money to Seller, whereupon neither party shall have any further rights or obligations hereunder. Seller and Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event of a breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and because the actual amount of such damages would be difficult if not impossible accurately to measure. (b) If Seller fails to consummate the sale of the Properties pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 7, 8, or 12 or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as Seller's its sole and exclusive remedy for such failureremedies, to either (x) terminate this Agreement by notifying Seller hereby specifically waiving thereof, in which case the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Buyer, whereupon neither party hereto shall have any and all further rights which it may have to damagesor obligations hereunder, or (y) enforce specific performance of Seller's obligation hereunder. (c) If Buyer terminates this Agreement pursuant to a right granted Buyer in Sections 5, 7, 8, or 12 then the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Buyer whereupon neither Buyer or Seller shall have any other remedy as a result of Purchaser's default under this Agreementfurther rights or obligations hereunder.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Purchaser fails to consummate the transactions contemplated hereby shall have failed purchase of the Property pursuant to occurthis Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, Purchaser may6 or 11, at then Seller, as its optionsole remedy, may terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller notifying Purchaser thereof, in which event Title Company shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive deliver the ▇▇▇▇▇▇▇ Money to Seller as Seller's sole liquidated damages (or Seller shall retain the same if theretofore delivered to it), whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement. In addition to the foregoing, Seller shall also be entitled to recover all expenses, including reasonable attorney’s fees and exclusive remedy litigation costs, incurred in connection with recovering the ▇▇▇▇▇▇▇ Money following a breach hereof by Purchaser. (b) If Purchaser terminates this Agreement pursuant to Sections 5, 6 or 11, then Title Company shall return the ▇▇▇▇▇▇▇ Money, if any, to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement. (c) If Seller fails to consummate the sale of the Property under this Agreement for any reason other than Purchaser’s failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b), the failure of a condition hereunder, or a right expressly granted Seller hereunder, Purchaser shall first give Seller written notice and seven (7) days’ time to cure such failure, Seller hereby specifically waiving any and all rights which it may have thereafter, Purchaser’s sole remedies shall be either to damages, (1) seek to enforce specific performance or (2) terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser and neither party hereto shall have any other remedy as a result further rights or obligations hereunder, except for those which survive the termination of Purchaser's default under this Agreement. (d) The provision for payment of liquidated damages in Section 12(a) has been included because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation 1. If Purchaser fails to consummate the transactions contemplated hereby purchase of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, 6, 7, 8, and 12 then Seller, as its sole remedy, shall have failed the right to occur, Purchaser may, at its option, terminate this Agreement by giving written notice notifying Purchaser thereof, in which event Title Company shall deliver all of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money to Seller as Sellerliquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder except for those that survive the termination of this Agreement. 2. If Purchaser timely terminates this Agreement pursuant to Sections 5, 6, 7, 8, and 12, then Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement. 3. If Seller fails to consummate the sale of the Property or perform its obligations hereunder pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 13.(b), then Purchaser shall have the right to, as Purchaser's sole and exclusive remedy remedies for such failureSeller's default, either: terminate this Agreement by notifying Seller hereby specifically waiving any thereof, in which case Title Company shall return the entire ▇▇▇▇▇▇▇ Money to Purchaser and Seller shall pay to Purchaser all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under Contract Costs whereupon neither party hereto shall have any further rights or obligations hereunder except for those that survive the termination of this Agreement; or enforce specific performance of the obligations of Seller hereunder. 4. Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 13.(a) because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately.

Termination and Remedies. 9.1 In (a) If for any reason the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to Closing does not occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇Title Company shall deliver the E▇▇▇▇▇▇ Money previously deposited to Seller or Buyer only upon receipt of a written demand therefor from such Party, subject to the following provisions of this subsection (a). Subject to the last sentence of this subsection (a), if for any reason the Closing does not occur and if either Party makes a written demand (the “Demand”) upon Title Company for payment of the E▇▇▇▇▇▇ Money, Title Company shall give written notice to the other Party of the Demand within one (1) Business Day after receipt of the Demand. If Title Company does not receive a written objection from the other Party to the proposed payment within five (5) Business Days after the giving of such notice by Title Company, Title Company is hereby authorized to make the payment set forth in the Demand. If Title Company receives such written objection within such period, Title Company shall continue to hold such amount until otherwise directed by written instructions signed by Seller and only if Buyer or a final judgment of a court. (b) If the sale of any of the Properties is not consummated due to a Buyer’s breach of this Agreement, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Buyer thereof, in which event the Title Company shall, without need for a further release document to Title Company, deliver to Seller as liquidated damages, the E▇▇▇▇▇▇ Money, whereupon neither Buyer nor Seller shall have failed any further rights or obligations hereunder, except those provisions that expressly survive termination. Seller and Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event of a breach by Buyer, the actual damages incurred by Seller can reasonably be expected to perform any approximate the amount of liquidated damages called for, and because the actual amount of such damages would be difficult if not impossible accurately to measure. After negotiation, the Parties have agreed that, considering all the circumstances existing on the date of this Agreement, the amount of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇E▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon is a fair and thereafter Purchaser shall have no further obligations hereunder. 9.3 If reasonable estimate of the damages that Seller would incur in the event of a Buyer’s breach. The Parties hereto hereby acknowledge that it is not then in default in its obligations or agreementsimpossible to more precisely estimate the specific damage that might be suffered by Seller, and the Purchaser has not terminated Parties hereto expressly acknowledge and intend that this Agreement provision shall be a provision for the retention of e▇▇▇▇▇▇ money pursuant to the applicable provisions of the Laws of the State of New York and any other local Law and not as a penalty. By placing its initials below, each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, at the time this agreement was made, the consequences of this liquidated damages provision. Notwithstanding the foregoing, this liquidated damages provision shall not limit Seller’s right to (i) receive reimbursement for or recover damages in connection with Buyer’s indemnifications of Seller expressly set forth herein, (ii) injunctive relief for Buyer’s breach of Buyer’s obligations under Section 18, and/or (iii) pursue any and all remedies available at law or in equity in the event that following any termination of this Agreement, Buyer or any party related to or affiliated with Buyer wrongfully asserts any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property. WITHOUT LIMITING ANYTHING CONTAINED IN SECTION 20, (X) THE PAYMENT OF LIQUIDATED DAMAGES UNDER THIS AGREEMENT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369 BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §§1671, 1676, AND 1677, AND (Y) THE LIQUIDATED DAMAGES PROVIDED UNDER THIS AGREEMENT ARE REASONABLE AND ARE NOT INTENDED AS A PENALTY WITHIN THE MEANING OF NEW JERSEY STATUTES 12A:2-718(1). Buyer’s Initials Seller’s Initials (c) If the sale of any of the provisions authorizing such terminationProperties is not consummated due to a Seller’s breach of this Agreement, Buyer shall have the right, as its sole and Purchaser fails exclusive remedy, to close (i) terminate this Agreement by notifying Seller thereof, in which case the transaction contemplated hereby, Seller Title Company shall be entitled to receive deliver the ▇E▇▇▇▇▇▇ Money as Seller's sole to Buyer, whereupon neither Party hereto shall have any further rights or obligations hereunder, except those provisions that expressly survive termination, and exclusive remedy Seller shall reimburse Buyer its actual documented third party out-of-pocket expenses incurred by Buyer with respect to the Properties, such amount not to exceed $12,500 for such failureany Property or $500,000 in the aggregate, Seller hereby specifically waiving any and all rights which it may have to damages, or (ii) enforce specific performance of Seller’s obligations hereunder; provided, however, that if Buyer elects to enforce specific performance of Seller’s obligations hereunder, and specific performance regarding any Property is not available to Buyer pursuant to applicable Law, then this Agreement shall terminate with respect to such Property (whereupon neither Party hereto shall have any further rights or obligations hereunder with respect to such Property, except those provisions that expressly survive termination), and Seller shall reimburse Buyer its actual documented third party out-of-pocket expenses incurred by Buyer with respect to such Property, such amount not to exceed $12,500 for any Property or $500,000 in the aggregate. (d) If the Properties (as such term is modified pursuant to the terms hereof to take into account removals of specific Properties from this Agreement) remain unsold as of the Outside Closing Date (or such extended Closing Date mutually agreed to by the Parties pursuant to Section 12(a)) due to the failure of any condition precedent (or if at any time the Property Threshold Condition (i) cannot be satisfied due to removal of Properties pursuant to the terms hereof and (ii) is not then waived by Seller, or the percentages in the definition thereof reduced by Seller, so that it can still be satisfied) and no Buyer’s breach has occurred under this Agreement, then the Title Company shall return the E▇▇▇▇▇▇ Money to Buyer, less Buyer’s share of escrow fees pursuant to Section 12(e), whereupon neither Party hereto shall have any further rights or obligations hereunder, except under those provisions that expressly survive termination of this Agreement; provided, however, that in the event that the Properties have not been sold to Buyer as of the Outside Closing Date due solely to the Property Threshold Condition not having been satisfied, or modified or waived by Seller (and, for the avoidance of doubt, not due to the failure of any other remedy conditions precedent described in Section 11, a breach by Buyer hereunder, or other reason), then Seller shall reimburse Buyer its actual documented third party out-of-pocket expenses incurred with respect to the Properties in connection with the Transaction, such amount not to exceed $500,000 in the aggregate. (e) Notwithstanding anything to the contrary herein, in the event that Seller or Buyer is in breach of this Agreement during the period up to (and including) Closing hereunder, the non-breaching Party shall, prior to exercising any remedies provided herein on account of such breach, deliver written notice to the breaching party, and the breaching Party shall have a period up to five (5) Business Days in which to cure such breach (and the Closing hereunder and, if applicable, the Outside Closing Date, shall be subject to a one-time extension if and as necessary to accommodate such five (5) Business Day grace period); provided, however, if such breach cannot be cured within said five (5) Business Day period, the breaching Party shall have an additional period of up to five (5) Business Days in which to cure such breach (and the Closing hereunder and, if applicable, the Outside Closing Date, shall be subject to a one-time extension if and as necessary to accommodate such five (5) Business Day grace period) and, only to the extent the right to the additional five (5) Business Day grace period is exercised, the breaching Party shall reimburse the non-breaching Party its actual documented third party out-of-pocket expenses incurred by such non-breaching Party as a result of Purchaser's default under such extension, including without limitation attorneys fees and lender fees), failing which the non-breaching party shall have and may exercise all rights and remedies provided herein. (f) The Parties acknowledge that Title Company is acting solely as a stakeholder at their request and for their convenience, that Title Company shall not be deemed to be the agent of either of the Parties, and that Title Company shall not be liable to either of the Parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from Title Company’s mistake of law respecting Title Company scope or nature of its duties. Title Company has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Title Company has received and shall hold the E▇▇▇▇▇▇ Money in escrow, and shall disburse the E▇▇▇▇▇▇ Money pursuant to the provisions of this Agreement.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Buyer fails to consummate the transactions contemplated hereby purchase of the Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 6, 7, 12, or 16 then Seller, as its sole and exclusive remedy, shall have failed the right to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination notifying Buyer thereof, in which case the Title Company shall deliver the Earnest Money to Seller, whereupon neither party shall have any furt▇▇▇ ▇▇▇hts or obligations hereunder. Seller and receive Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event of a full breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and immediate refund because the actual amount of such damages would be difficult if not impossible accurately to measure. (b) If Seller fails to consummate the sale of the Properties pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 6, 7, or 12 or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as its sole and all exclusive remedies, to either (x) terminate this Agreement by notifying Seller thereof, in which case the Title Company shall deliver the Earnest Money to Buyer, whereupon neither party hereto shall have an▇ ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000er rights or obligations hereunder, or Purchaser may seek to (y) enforce specific performance of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations Seller's obligation hereunder. 9.3 (c) If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated Buyer terminates this Agreement pursuant to any of a right granted Buyer in Sections 5, 6, 7, 12, or 16 then the provisions authorizing such termination, and Purchaser fails Title Company shall deliver the Earnest Money to close the transaction contemplated hereby, Buyer whereupon neither Buyer or Seller shall be entitled to receive the have ▇▇▇ ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all ther rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreementobligations hereunder.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Purchaser fails to consummate the transactions contemplated hereby shall have failed purchase of the Property pursuant to occurthis Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser herein, Purchaser maythen Seller, at as its optionsole remedy, may terminate this Agreement by giving written notice of termination notifying Purchaser thereof, in which event Escrow Agent shall deliver the Deposit to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if as liquidated damages, whereupon neither Purchaser nor Seller shall have failed to perform any of further rights or obligations hereunder, except for those which survive the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance termination of this Agreement as its sole remediesAgreement. 9.2 (b) If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated terminates this Agreement pursuant to a right granted to Purchaser herein, then Escrow Agent shall return the Deposit to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreement. (c) If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder in any material respect or termination hereof by Purchaser in accordance with Section 12(b), then Purchaser may, as its exclusive remedies therefor: (1) terminate this Agreement by notifying Seller thereof, in which case Escrow Agent shall deliver the Deposit to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement or (2) seek specific performance of the obligations of Seller hereunder. (d) The provision for payment of liquidated damages in Section 12(a) has been included because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately.

Termination and Remedies. 9.1 (a) In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser defaults or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed fails to perform any of the covenants and/or agreements terms and conditions contained herein which are in this Purchase Agreement, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be performed liquidated damages, and shall not preclude further claims by Seller then the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to ▇▇▇ for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to receive from Seller solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an additional refund unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser’s costs which can be directly attributed , the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Due Diligence process in an amount up Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not exceeding $25,000.000limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser may seek to enforce specific performance under the terms of this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any and all ▇▇▇▇▇▇▇ Money previously depositedPurchase Agreement, together with all any accrued interest accrued thereon thereon, will be paid by the Vendor to the Purchaser and thereafter the Purchaser shall will have no further obligations hereunderclaim against the Vendor. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreement.

Termination and Remedies. 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation (a) If Buyer fails to consummate the transactions contemplated hereby purchase of the Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 6, 7, 12, or 16 then Seller, as its sole and exclusive remedy, shall have failed the right to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination notifying Buyer thereof, in which case the Title Company shall deliver the Earnest Money to Seller, whereupon neither party shall have any furthe▇ ▇▇▇▇▇s or obligations hereunder. Seller and receive Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event of a full breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and immediate refund because the actual amount of such damages would be difficult if not impossible accurately to measure. (b) If Seller fails to consummate the sale of the Properties pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 6, 7, or 12 or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as its sole and all exclusive remedies, to either (x) terminate this Agreement by notifying Seller thereof, in which case the Title Company shall deliver the Earnest Money to Buyer, whereupon neither party hereto shall have any ▇▇▇▇▇▇▇ Money previously deposited and if and only if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller then Purchaser shall be entitled to receive from Seller an additional refund of Purchaser’s costs which can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000rights or obligations hereunder, or Purchaser may seek to (y) enforce specific performance of Seller's obligation hereunder. (c) If Buyer terminates this Agreement as its sole remedies. 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such terminationa right granted Buyer in Sections 5, Purchaser 6, 7, 12, or 16 then the Title Company shall be entitled deliver the Earnest Money to the immediate refund of any and all Buyer whereupon neither Buyer or Seller shall have an▇ ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further er rights or obligations hereunder. 9.3 If Seller is not then in default in its obligations or agreements, and the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Agreement.

Termination and Remedies. 9.1 In the event that any of the Seller's representations or warranties contained herein are untrue in any material respect, or if Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all ▇▇▇▇▇▇▇ Money previously deposited deposited. It is expressly understood and agreed by Seller and Purchaser that the failure by Purchaser to terminate this Agreement for any reason pursuant to this Section shall in no way waive, after or modify any rights of Purchaser in regard to the representations, warranties, covenants and agreements of Seller herein provided, however, if and only if Seller shall have failed to perform Purchaser has actual knowledge at Closing that any of Seller's representations or warranties in this Agreement are not true as of the covenants and/or agreements contained herein which are Closing and Purchaser elects nonetheless to be performed by Seller then close, Purchaser shall be entitled deemed to receive from Seller an additional refund have waived any claim for breach of Purchaser’s costs which can be directly attributed such representation or warranty to the Due Diligence process extent of such actual knowledge; and provided further, that in an amount up to but not exceeding $25,000.000, or connection with any post-Closing remedy which Purchaser may seek have against Seller as a result of a breach of any representation or warranty of Seller of which Purchaser did not have actual knowledge prior to enforce specific performance of this Agreement as its sole remedies. 9.2 Closing, such remedy shall be limited to actual damages not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000), and in no event shall Seller be liable for nor shall Purchaser seek, any consequential, indirect or punitive damages. If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the immediate refund of any Seller and all ▇▇▇▇▇▇▇ Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations obligation or liabilities one to the other hereunder. 9.3 , except as in this Agreement so provided. If Seller is not then in default in fails to perform its obligations or agreementsunder this Agreement, and including a failure to consummate the sale of the Property pursuant to this Agreement, then Purchaser has not terminated may, as its exclusive remedies hereunder (i) terminate this Agreement pursuant to any and obtain a return of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the ▇▇▇▇▇▇▇ Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, or (ii) enforce specific performance or any other remedy as a result of Purchaser's default under this Agreement.the obligations of Seller hereunder and in connection therewith Purchaser shall be entitled to recover all expenses, including reasonable attorneys fees and litigation costs, incurred in connection with such enforcement but shall not otherwise be entitled to recover damages against Seller. INITIAL_________