At Closing, each Seller may update any of the representations or warranties of such Seller in Section 9.1 that is inaccurate or incomplete as a result of a change of fact or circumstances (and not as a result of a representation or warranty otherwise being materially inaccurate as of the Original Effective Date or a representation or warranty becoming materially inaccurate after the Original Effective Date and prior to Closing due to a breach or default by such Seller under this Agreement); provided that such Seller’s right to update shall be conditioned upon such Seller delivering written notice to Buyer of such change in facts or circumstances promptly upon discovery (each a “Change Notice”). Upon such Seller’s delivery to Buyer of any Change Notice, the representation and warranty described in such Change Notice shall be deemed updated and/or revised as described in the Change Notice, and Sellers shall have no liability to Buyer therefor. In the event that any representation or warranty by any Seller in Section 9.1 above is materially inaccurate as of the Closing Date (as disclosed to Buyer or as otherwise known by Buyer prior to Closing), and if such material inaccuracy is due to either: # such representation or warranty being materially inaccurate as of the Original Effective Date; or # such representation or warranty becoming materially inaccurate after the Original Effective Date and prior to Closing due to a breach or default by such Seller under this Agreement; then only under such circumstances shall Buyer, as its sole and exclusive remedy, have the right to terminate this Agreement, in which event the Earnest Deposit shall be returned to Buyer by the Escrow Agent, Seller shall pay Buyer all of Buyer’s actual out-of-pocket costs incurred in connection with this Agreement, including reasonable attorneys’ fees, not to exceed the Damages Cap (as hereinafter defined), and no party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, and Buyer expressly waives the right to sue Sellers for damages. Buyer may bring an action or proceeding alleging the untruth, inaccuracy or breach of any such warranties, representations and agreements that expressly survive Closing as provided for herein within the Survival Period, and the warranties, representations and agreements at issue will survive until full and final determination of the action or proceeding. However, if Buyer proceeds to Closing with actual knowledge, or knowledge Buyer should reasonably be deemed to possess pursuant to its due diligence or Inspections of the Properties, of any such untruth, inaccuracy or breach of any warranty, representation or agreement, Buyer is deemed to have waived any claims with respect to each such warranty, representation or agreement. Subject to the limitations in this paragraph, following Closing, Sellers shall reimburse Buyer’s damages arising out of any untruth, inaccuracy or breach of any surviving warranty, representation or agreement hereunder, provided, however, that: # the valid claims for all such breaches hereunder aggregate to more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Floor”); # written notice containing a description of the specific nature of such breach shall have been given by Buyer to Sellers after the Closing Date and prior to the expiration of the Survival Period; and # in no event shall Sellers’ aggregate liability to Buyer for all breaches of surviving warranties, representations and agreements hereunder exceed the amount of Four Million and 00/100 Dollars ($4,000,000.00) (the “Cap”). The warranties, representations and agreements of Seller as set forth in this Section 9.1 shall survive Closing and delivery of the Deed and Ground Lease Assignment to Buyer for a period of two hundred seventy (270) days (the “Survival Period”) after the Closing Date. As used in this Agreement, any and all references to “Seller’s knowledge,” “Seller’s actual knowledge” or phrases of similar import shall mean the conscious awareness of facts or other relevant information, without investigation or inquiry, by Dan Branigan, Vice President of Transactions of SITE Centers Corp., solely in his capacity as such officer and not in his individual capacity. As used in this Agreement, any and all references to “Buyer’s knowledge,” “Buyer’s actual knowledge” or phrases of similar import shall mean # all matters or information disclosed in this Agreement or in any exhibit or schedule to this Agreement; # any matters or information provided by Sellers and Sellers’ affiliates, agents, representatives or attorneys with respect to the Properties through e-mail correspondence or other means of written communication (in whatever form or medium) to the Buyer or Buyer's representatives, or by access to any documents located in a file sharing website prior to the expiration of the Due Diligence Period or the Closing Date; # any other matter or information disclosed in the Commitments or Surveys and any updates to the Commitments and Surveys and any third party reports ordered and received by Buyer and its affiliates and agents, and # any other matter, information, fact or circumstance of which Buyer has actual knowledge. Furthermore, Buyer shall be deemed to have actual knowledge of all matters arising and/or disclosed in any Tenant estoppel certificates or any Seller Estoppels delivered to Buyer at or prior to Closing (or following Closing, if Seller delivered a Seller Estoppel pursuant to Section 6.3(c) hereof), and Sellers’ representation and warranties as contained herein shall be deemed automatically updated to reflect all such matters arising and/or disclosed in any Tenant estoppel certificates or Seller Estoppels upon delivery of such Tenant estoppel certificates or Seller Estoppels to Buyer. This Section 9.1 shall survive Closing as described above and not be merged therein.

If Seller discovers that any of the representations or warranties of Seller in Section 9.1 is or becomes inaccurate or incomplete as a result of a change of fact or circumstances after the Effective Date (and not as a result of a representation or warranty otherwise being materially inaccurate as of the Effective Date or a representation or warranty becoming materially inaccurate after the Effective Date and prior to Closing due to a breach or default by Seller under this Agreement), then Seller shall promptly deliver written notice to Buyer of such change in facts or circumstances (each a “Change Notice”). Upon Seller’s delivery to Buyer of any Change Notice, the representation and warranty described in such Change Notice shall be deemed updated and/or revised as described in the Change Notice, and Seller shall have no liability to Buyer therefor, subject to Buyer’s right to terminate as set forth below in this paragraph. In the event that any representation or warranty by Seller in Section 9.1 above is materially inaccurate as of the Closing Date (as disclosed to Buyer or as otherwise actually known by Buyer or actually discovered by Buyer prior to Closing), and if such material inaccuracy is due to either: # such representation or warranty otherwise being materially inaccurate as of the Effective Date; or # such representation or warranty becoming materially inaccurate after the Effective Date and prior to Closing due to a breach or default by Seller under this Agreement; then Buyer, as its sole and exclusive remedy for such breach or default, shall have the right to terminate this Agreement, in which event the Earnest Deposit shall be returned to Buyer by the Escrow Agent, Seller shall pay Buyer all of Buyer’s actual out-of-pocket costs incurred in connection with this Agreement, including reasonable attorneys’ fees, not to exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Reimbursement Amount”) in the aggregate, and neither party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, and Buyer expressly waives the right to sue Seller for damages. Buyer may bring an action or proceeding alleging the untruth, inaccuracy or breach of any such warranties, representations and agreements that expressly survive Closing as provided for herein within the Survival Period, and the warranties, representations and agreements at issue will survive until full and final determination of the action or proceeding. However, if Buyer proceeds to Closing with actual knowledge of any such untruth, inaccuracy or breach of any warranty, representation or agreement, Buyer is deemed to have waived any claims with respect to each such warranty, representation or agreement. Buyer shall be deemed to have actual knowledge of all matters arising and/or disclosed in any Tenant Estoppels delivered to Buyer at or prior to Closing. Subject to the limitations in this paragraph, following Closing, Seller shall reimburse Buyer’s damages arising out of any untruth, inaccuracy or breach of any surviving warranty, representation or agreement hereunder, provided, however, that: # the valid claims for all such breaches hereunder aggregate to more than Fifty Thousand and 00/100 Dollars ($50,000.00) (the “Floor”); # written notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller after the Closing Date and prior to the expiration of the Survival Period; and # in no event shall Seller’s aggregate liability to Buyer for all breaches of surviving warranties, representations and agreements hereunder exceed the amount of Seven Hundred Seventy Thousand and 00/100 Dollars ($770,000.00) (the “Cap”). The warranties, representations and agreements of Seller as set forth in this Section 9.1 shall survive Closing and delivery of the Ground Lease Assignment to Buyer for a period of two hundred seventy (270) days (the “Survival Period”) after the Closing Date. As used in this Agreement, any and all references to “Seller’s knowledge,” “Seller’s actual knowledge” or phrases of similar import shall mean the conscious awareness of facts or other relevant information, without investigation or inquiry, by Melinda Scaccia or Dustin Christensen.

In the event that any representation or warranty by Seller in Section 9.1 above is materially inaccurate as of the Closing Date (as disclosed to Buyer or as otherwise known by Buyer or discovered by Buyer prior to Closing), and if such material inaccuracy is due to either: # such representation or warranty otherwise being materially inaccurate as of the Effective Date; or # such representation or warranty becoming materially inaccurate after the Effective Date and prior to Closing due to a breach or default by Seller under this Agreement; then only under such circumstances shall Buyer, as its sole and exclusive remedy, have the right to # terminate this Agreement, in which event the Earnest Deposit shall be returned to Buyer by the Escrow Agent (without the requirement or need to receive written instructions from Seller), and neither party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, or # waive same and proceed to Closing (and in each case Buyer expressly waives the right to sue Seller for damages). Buyer may bring an action or proceeding alleging the untruth, inaccuracy or breach of any such warranties, representations and agreements that expressly survive Closing as provided for herein within the Survival Period, and the warranties, representations and agreements at issue will survive until full and final determination of the action or proceeding. However, if Buyer proceeds to Closing with knowledge of any such untruth, inaccuracy or breach of any warranty, representation or agreement, Buyer is deemed to have waived any claims with respect to each such warranty, representation or agreement (provided that Buyer shall be deemed to have knowledge of any information contained within the Due Diligence Materials, Reports, Tenant Estoppels and any communications with Seller or either of Buyer or Seller’s employees, affiliates, representatives, brokers, agents, accountants or attorneys). Buyer shall be deemed to have actual knowledge of all matters arising and/or disclosed in any Tenant Estoppels delivered to Buyer at or prior to Closing, and Seller’s representation and warranties as contained herein shall be deemed automatically updated to reflect all such matters arising and/or disclosed in any Tenant Estoppel upon delivery of such Tenant Estoppel to Buyer. Subject to the limitations in this paragraph, following Closing, Seller shall reimburse Buyer’s damages arising out of any untruth, inaccuracy or breach of any surviving warranty, representation or agreement hereunder, provided, however, that: # the valid claims for all such breaches hereunder aggregate to more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Floor”); # written notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller after the Closing Date and prior to the expiration of the Survival Period; and # in no event shall Seller’s aggregate liability to Buyer for all breaches of surviving warranties, representations and agreements hereunder exceed the amount of Fifteen Million Five Hundred Thousand and 00/100 Dollars ($15,000,000.00) (the “Cap”). The warranties, representations and agreements of Seller as set forth in this Section 9.1 shall survive Closing for a period of two-hundred seventy (270) days (the “Survival Period”) after the Closing Date. Notwithstanding the foregoing, the Seller Representations made under Sections 9.1(b), 9.1(c), 9.1(e), 9.1(r), 9.1(w) and 9.1(y) (the “Fundamental Reps”) shall not be subject to the Cap and shall survive closing for a period of five hundred forty (540) days. From and after the Closing and through the Survival Period, RVI agrees to maintain a net worth not less than the amount of the Cap.

If Seller discovers that any of the representations or warranties of Seller in Section 9.1 is inaccurate or incomplete as a result of a change of fact or circumstances (and not as a result of a representation or warranty otherwise being materially inaccurate as of the Effective Date or a representation or warranty becoming materially inaccurate after the Effective Date and prior to Closing due to a breach or default by Seller under this Agreement), then Seller shall promptly deliver written notice to Buyer of such change in facts or circumstances (each a “Change Notice”). Upon Seller’s delivery to Buyer of any Change Notice, the representation and warranty described in such Change Notice shall be deemed updated and/or revised as described in the Change Notice, and Seller shall have no liability to Buyer therefor.

Section # Limited Liability. The representations and warranties of Seller set forth in this Agreement, together with Seller's liability for the breach of any covenant set forth herein, will survive the Closing for a period expiring on the date that is nine (9) months after the Closing (unless Buyer has given written notice to Seller of a breach of any such representation or warranty (specifying the specific claim and breach) prior to the expiration of the nine (9) month period following Closing, in which event Buyer's right to recover amounts from Seller for such noticed breach of a representation or warranty shall survive such period). Buyer will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations and warranties unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy exceeds $100,000.00 (the “Basket”) in which event Buyer may claim indemnification for the full amount of such claim(s) up to the Indemnification Cap (as defined below), and Seller's liability for any untruth or inaccuracy of such representations and warranties shall not exceed, in the aggregate, $5,000,000.00 (the “Indemnification Cap”); it being understood and agreed, however, that such Basket and Indemnification Cap shall not apply to but shall expressly exclude Seller liabilities under Section 9.5 (Prorations and Closing Costs), and Section 9.8 (Tax Protests; Tax Refunds and Credits). Seller shall have no liability with respect to any of Seller's representations, warranties and covenants herein if, prior to the Closing, Buyer has actual knowledge or Buyer obtains actual knowledge (within the meaning of Section 6.3) of any breach of a representation, warranty or covenant of Seller herein (from whatever source, including, without limitation, as a result of Buyer's due diligence or as a result of written disclosure by Seller or Seller's agents and employees) that contradicts any of Seller's representations and warranties herein, and Buyer nevertheless consummates the transaction contemplated by this Agreement. The provisions of this Section 6.2 shall survive the Closing or any earlier termination of this Agreement and delivery of the Deed.

Survival of Representations and Warranties; Claim Cap. All representations and warranties in this Agreement shall be deemed to have been made as of [[Seller:Organization]] and shall survive the Closing for a period of nine (9) months after the Closing (the “Survival Period”). Any right of action for the breach of any representation, warranty or covenant contained herein, and any right of action pursuant to the Assignment Indemnities, shall not merge with the Deeds but shall survive the Closing for the Survival Period and before the expiration thereof the party claiming a breach must have filed an action in a court of competent jurisdiction, and any warranty and representation or claim arising pursuant to the Assignment Indemnities not specified in such action shall expire. Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Section 9 hereof or as part of the State Specific Disclosures and the Assignment Indemnities; provided, however, that: # the total liability of Seller for all such breaches, Assignment Indemnities and any matters relating thereto or under any law applicable to the Property or this transaction shall not, in the aggregate, exceed Two Million Eight Hundred Thousand Dollars ($2,800,000.00) (the “Claim Cap”); and # such representations and warranties and Assignment Indemnities are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in accordance with Section 12(a) hereof. During the Survival Period, Seller or its parent shall maintain an aggregate tangible net worth at least equal to the Claim Cap, and the parties constituting the “Seller” shall be jointly and severally liable for Seller’s liabilities under this Agreement during the Survival Period (which liabilities, for avoidance of doubt, shall be subject to this Section 9(d) and all other applicable provisions of this Agreement). Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser knew or is Deemed to Know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. Purchaser further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds $100,000.00 (in which event the full amount of such valid claims against Seller shall be actionable up to, but not in excess of, the Claim Cap). For purposes hereof the phrase “Deemed to Know” shall mean: # Purchaser shall be “deemed to know” of the existence of a fact or circumstance to the extent that such fact or circumstance is disclosed by this Agreement, any documents provided to or obtained by or on behalf of Purchaser in connection with the transactions contemplated by this Agreement; provided, however, in the event any material change in the Properties should occur or any material change in Seller’s representations and warranties should occur within the five (5) day period immediately before Closing, Seller shall notify Purchaser by email with a follow telephone call in order for Purchaser to be deemed to have knowledge of such change (collectively, the “Documents”), any estoppel certificate received by or on behalf of Purchaser or any studies, tests, reports, or analyses prepared