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ARTICLE IX BROKERAGE Each of Buyer and Seller represents and warrants to the other that it has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction other than the, Disclosed Buyer Broker and/or Disclosed Seller Broker (but only if identified in Section 1.1 above), and that it has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to this, transaction. To the extent allowed by law, each party hereby indemnifies, protects, defends and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including, but not limited to, reasonable attorneys' fees) resulting to the other party from a breach of the representation and warranty made by such party herein. If, as and when Closing actually occurs and the Purchase Price is received by Seller, Seller agrees to pay the Disclosed Seller Broker (if any) a commission in accordance with a separate written agreement by and between Seller and the Disclosed Seller Broker, and Disclosed Seller Broker shall be responsible for paying any commission due Disclosed Buyer Broker (provided, however, that any commission due .Disclosed Buyer Broker may be provided for on the Closing statement and paid out of Closing proceeds). The provisions of this Article shall survive the Closing and termination of this Agreement. ARTICLE X DEFAULT 10.1 Buyer's Default. If Buyer shall fail to close the transaction contemplated hereby as and when required or if Buyer shall otherwise be in default of its obligations hereunder prior to Closing, the Deposit shall be paid over to Seller as agreed and liquidated damages for Buyer's failure to close, it being acknowledged by Buyer and Seller that in such event Seller will suffer substantial damages but such damages are incapable of exact ascertainment. After payment to Seller of the Deposit, neither Seller nor Buyer shall have any further rights or obligations hereunder, except that Buyer shall remain o11igated pursuant to the provisions hereof which survive termination (including, without limitation, for any damages caused by any breach by Buyer separate and distinct from the breach of, failure to close). If subsequent to Closing Buyer shall fail to comply with its obligations contained herein which survive Closing, Seller, in addition to any rights and remedies provided herein, shall be entitled to any and all remedies available at law or in equity. Anything contained herein to the contrary notwithstanding, it is agreed that, should Buyer default after the Feasibility Date, Buyer's obligations shall include delivery of the entire Deposit, including the Additional Deposit, even if the Additional Deposit shall not timely have been made, and Seller shall be entitled to liquidated damages in the amount of the Initial Deposit and the Additional Deposit. 10.2 Seller's Default. If this transaction shall not be closedbecause of default of Seller, the Deposit shall, at Buyer's election, be refunded to Buyer on demand, and, after repayment of the Deposit to Buyer, this Agreement shall be terminated and neither Seller nor Buyer shall have any further rights or obligations hereunder except that Buyer shall remain obligated pursuant to the provisions hereof which survive termination; or Buyer shall have the right to sue for specific performance of this Agreement, provided that such specific performance remedy shall be MIAMI 2957652.8 79037/33274 14