Breach by Seller. In the event that Buyer delivers to Seller an Option Exercise Notice and Seller shall default in its obligations to close as required hereunder for any reason other than Buyer’s default, Buyer, as its sole and exclusive remedy, may either # terminate this Contract and receive a full refund of the Earnest Money, or # enforce specific performance of this Contract by filing appropriate proceeding in a court of competent jurisdiction.

Breach by Seller. If Seller materially breaches its obligations under this Agreement and Seller fails to cure such default within ten (10) days after Buyer has provided written notice of such default to Seller, Buyer may, at Buyer’s election and as Buyer’s sole remedy: # terminate this Agreement and receive a return of the Deposit and Seller shall reimburse Buyer for Buyer’s actual third party out-of-pocket costs and expenses related to this Agreement in an amount not to exceed $100,000.00, and the parties will have no further rights or obligations under this Agreement (except those that expressly survive termination); # waive such breach and close the purchase contemplated hereby; or # enforce this Agreement by suit for specific performance; provided, however, Buyer will not be entitled to pursue any action for specific performance against Seller if Seller is prevented from performing as a result of an order or regulation of any governmental or regulatory authority having jurisdiction over Seller or the Properties. In no event, will Buyer have a claim for monetary damages other than the return of the Deposit and reimbursement for Buyer’s actual third party out-of-pocket costs. After Closing, if Buyer subsequently learns that any of Seller’s representations and warranties in this Agreement were untrue in any material respect when made, then Buyer shall be entitled the right to pursue any remedies available at law or in equity for a breach of said representations and warranties; provided, however, under no circumstances will Seller be liable to Buyer for more than an amount equal to three percent (3.0%) of the Portfolio Purchase Price in any individual instance or in the aggregate for all breaches of representations and warranties, provided, however, that the foregoing limitations on Seller’s liability shall not apply to a breach of this Agreement that is due to the fraud, intentional misrepresentation, or willful misconduct of Seller or any affiliate of Seller. The provisions of this Section 27 shall survive Closing and the transfer of title or the earlier termination of this Agreement.

Breach by Seller. Subject to Section 8.3 below, in the event that Seller fails to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser shall be entitled to either # terminate this Agreement and receive a refund of the Earnest Money, together with reimbursement by Seller for all out of pocket expenses incurred by Purchaser in connection with this Agreement, including without limitation, all fees, costs or expenses incurred by Purchaser in connection with the financing of its intended acquisition of the Property, such as loan deposits, commitment fees, rate lock fees and similar lender expenses, but not to exceed the sum of FIFTY THOUSAND DOLLARS ($50,000) per location, or # pursue the remedy of specific performance of Seller’s obligations under this Agreement, provided however if the remedy of specific performance is not available Purchaser shall be entitled to pursue the remedy set forth in item # of this sentence.

Breach by Seller. In the event that Seller shall fail to consummate this Agreement for any reason, except for a Purchaser default, or the exercise of any right to terminate this Agreement that Seller has under the express terms of this Agreement, Purchaser shall be entitled as its sole and exclusive remedies, at law or in equity, to either # terminate this Agreement and receive a refund of the Earnest Money, and thereafter neither party shall have any further obligations hereunder other than the Surviving Obligations; or # pursue the remedy of specific performance of Seller’s obligations under this Agreement; provided, however, that if Seller’s failure to consummate this Agreement is due to Seller’s Wrongful Acts (defined below) and Purchaser elects to terminate this Agreement, or the remedy of specific performance of Seller’s obligations under this Agreement is not available, then Purchaser shall receive a refund of the Earnest Money and Seller shall reimburse Purchaser the amount of Purchaser’s actual costs and expenses incurred in connection with # negotiating this Agreement, # conducting its due-diligence inspection and analysis of the Property, and # obtaining (or attempting to obtain) debt and/or equity financing for Purchaser’s acquisition of the Property which in the aggregate shall not exceed One Hundred Thousand and No/100 Dollars ($100,000.00) (“Purchaser’s Costs”), within ten (10) days after submission by Purchaser to Seller of invoices reasonably supporting such costs. It shall be a condition to Purchaser’s right to seek or obtain specific performance that that Purchaser must file suit for specific performance within ninety (90) days following the date provided in this Agreement for Closing (failing which Purchaser shall have waived the right to do so).

Breach by Seller. Subject to Section 8.3 below, in the event that Seller breaches any of its covenants, representations or warranties set forth in this Agreement, including failure by Seller to consummate this Agreement, Purchaser shall be entitled to either # pursue the remedy of specific performance of Seller’s obligations under this Agreement; provided, however, that in the event specific performance for any reason is not available, then Purchaser shall be entitled to recover damages from Seller as described in Section 8.1(ii) below, or # terminate this Agreement, receive a refund of the Earnest Money, and pursue an action against Seller to recover any and all damages incurred directly or indirectly by Purchaser and/or any affiliates of Purchaser in connection with the transaction contemplated by this Agreement, excluding any claim for consequential damages, punitive damages or lost profits, which claims are expressly waived.

Breach by Seller. Subject to Section 8.3 below, in the event that Seller breaches any of its covenants, representations or warranties set forth in this Agreement, including failure by Seller to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser shall be entitled to either # pursue the remedy of specific performance of Seller’s obligations under this Agreement; provided, however, that in the event specific performance for any reason is not available, then Purchaser shall be entitled to recover actual damages from Seller as described in Section 8.1(ii) below, or # terminate this Agreement, receive a refund of the Earnest Money, and pursue an action against Seller to recover any and all actual damages incurred directly or indirectly by Purchaser and/or any affiliates of Purchaser in connection with the transaction contemplated by this Agreement, including reimbursement of all out of pocket third party expenses incurred by Purchaser in connection with this Agreement.

Breach by Seller. Subject to Section 8.3 below, in the event that Seller fails to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser shall be entitled, as Purchaser’s sole and exclusive remedy, to either # pursue the remedy of specific performance of Seller’s obligations under this Agreement; provided, however, that in the event specific performance for any reason is not available, then Purchaser shall be entitled to receive a refund of the Earnest Money and further receive reimbursement of its out of pocket costs from Seller as described in Section 8.1(ii) below, or # terminate this Agreement, receive a refund of the Earnest Money, and receive reimbursement from Seller for any and all out of pocket costs incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement or the transaction contemplated hereby not to exceed the sum of One Hundred Thousand and no/100 Dollars ($100,000.00). In connection with a default by Seller under this Agreement, Purchaser shall in no event be entitled to recover, and hereby waives any and all claims for, consequential, special, indirect, punitive or exemplary damages and/or lost profits.

By Seller. Each Seller, only with respect to itself and the Applicable Property owned by such Seller, represents and warrants to Buyer as of the Original Effective Date that, except as disclosed on [Schedule 9.1], attached hereto and incorporated herein:

By Seller. Seller represents and warrants to Buyer as of the Effective Date that:

By Seller. Subject to and except as otherwise disclosed on [Schedule 9.1] attached hereto (as to the respective representations and warranties set forth below that are noted thereon), Seller represents, warrants and covenants to Buyer as of the Effective Date (collectively, the “Seller Representations”) that: