Buyer’s Remedies. Subject to [Section 8.5(c)], prior to Closing, Buyer’s sole and exclusive remedy for any breach by Seller of this Agreement is # to seek specific performance of Seller’s obligations under this Agreement in accordance with [Section 11.17] or # to terminate this Agreement in accordance with [Section 8.4] and Buyer will be entitled to recover its actual damages against Seller. Subject to [Section 8.5(c)], prior to Closing, the remedies set forth in this [Section 8.5(b)] shall be Buyer’s sole and exclusive remedies for Seller’s default or Buyer’s termination of this Agreement, and Buyer hereby expressly waives and releases all other remedies.

Buyer’s Performance. All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been duly performed and complied with in all material respects.

Buyer’s Remedies. Subject to Section 8.5(c), prior to Closing, Buyer’s sole and exclusive remedy for any breach by Sellers of this Agreement is # to seek specific performance of Sellers’ obligations under this Agreement in accordance with Section 11.16 or # to terminate this Agreement in accordance with Section 8.4 and Buyer will be entitled to recover its actual damages against Sellers. Subject to Section 8.5(c), prior to Closing, the remedies set forth in this Section 8.5(b) shall be Buyer’s sole and exclusive remedies for Sellers’ default or Buyer’s termination of this Agreement, and Buyer hereby expressly waives and releases all other remedies.

Buyer’s Responsibilities. Buyer shall cause to be duly and timely made or prepared all Tax Returns (and pay all taxes) required to be made or prepared (or paid) pertaining or with respect to its ownership of the Membership Interests for the period including and following the Closing Date, and to duly and timely file all Tax Returns required to be filed by it pertaining thereto. Seller agrees to reasonably cooperate with Buyer and provide such information as necessary for Borrower to properly perform its obligations under this Section 14.2.

Buyer’s Obligations. Buyer agrees to:

Buyer’s Performance. All of the covenants and obligations that Buyer is required to perform or to comply with under this Agreement on or before the Closing Date (considered both collectively and individually) must have been performed and complied with in all material respects.

Seller’s Property Managers: As set forth on Exhibit A attached hereto.

Buyer’s Contingencies. The obligations of Buyer under this Agreement are contingent upon each of the following, for the sole benefit of the Buyer:

Buyer’s Remedies. Subject to Section 8.5(c), prior to Closing, Buyer’s sole and exclusive remedy for any breach by Seller of this Agreement is # to seek specific performance of Seller’s obligations under this Agreement in accordance with Section 11.17 or # to terminate this Agreement in accordance with Section 8.4 and Buyer will be entitled to recover its actual damages against Seller. Subject to Section 8.5(c), prior to Closing, the remedies set forth in this Section 8.5(b) shall be Buyer’s sole and exclusive remedies for Seller’s default or Buyer’s termination of this Agreement, and Buyer hereby expressly waives and releases all other remedies.

Buyer’s Remedies. Subject to Section 8.5(c), prior to Closing, Buyer’s sole and exclusive remedy for any breach by Sellers of this Agreement is # to seek specific performance of Sellers’ obligations under this Agreement in accordance with Section 11.17 or # to terminate this Agreement in accordance with Section 8.4 and Buyer will be entitled to recover its actual damages against Sellers. Subject to Section 8.5(c), prior to Closing, the remedies set forth in this Section 8.5(b) shall be Buyer’s sole and exclusive remedies for Sellers’ default or Buyer’s termination of this Agreement, and Buyer hereby expressly waives and releases all other remedies.