HEREBY COVENANTS AND AGREES THAT IN THE EVENT THAT A DEFAULT ON THE PART OF
SELLER HEREUNDER IS WILLFUL IN NATURE, BUYER MAY (IN ADDITION TO ANY AND ALL
OTHER REMEDIES OF BUYER HEREUNDER) FILE AN ACTION FOR DAMAGES ACTUALLY SUFFERED
BY BUYER BY REASON OF SELLER'S DEFAULTS HEREUNDER (INCLUDING, BUT
15
NOT LIMITED TO, ATTORNEYS' FEES, ENGINEERING FEES, FEES OF ENVIRONMENTAL
CONSULTANTS, APPRAISERS' FEES, AND ACCOUNTANTS' FEES INCURRED BY BUYER IN
CONNECTION WITH THIS AGREEMENT AND ANY ACTION HEREUNDER).
THE PROVISIONS OF THE
IMMEDIATELY PRECEDING SENTENCE SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
NOTHING IN THIS SECTION 15.1 SHALL BE DEEMED TO IN ANY WAY LIMIT OR PREVENT
BUYER FROM EXERCISING ANY RIGHT OF TERMINATION PROVIDED TO BUYER ELSEWHERE IN
THIS AGREEMENT.
15.1.1.
DEFAULT BY BUYER.
BUYER AND SELLER AGREE THAT IT WOULD BE
IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY
SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE
OF THE PROPERTY AS HEREIN PROVIDED.
BUYER AND SELLER THEREFORE AGREE THAT A
REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE
EVENT OF BUYER'S DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT WHICH SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 AND SHALL NOT CONSTITUTE
FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE 3275 OR 3369.
THE FOREGOING SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER.
SELLERS INITIALS
BUYERS INITIALS
16.
SUCCESSORS AND ASSIGNS; TAX-DEFERRED EXCHANGE; NATURAL HAZARDS
DISCLOSURE.
16.1.
ASSIGNMENT.
THE TERMS, CONDITIONS AND COVENANTS OF THIS AGREEMENT
SHALL BE BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, THE PARTIES AND THEIR
RESPECTIVE NOMINEES, SUCCESSORS, BENEFICIARIES AND ASSIGNS; PROVIDED, HOWEVER,
NO CONVEYANCE, ASSIGNMENT OR TRANSFER OF ANY INTEREST WHATSOEVER OF, IN OR TO
THE PROPERTY OR OF THIS AGREEMENT SHALL BE MADE BY SELLER DURING THE TERM OF
THIS AGREEMENT (EXCEPT FOR THE NATIONAL RV LEASE AND PERMITTED LEASING
ACTIVITIES UNDER THE WARRIOR SUBLEASE).
BUYER MAY ASSIGN ALL OR ANY OF ITS
RIGHT, TITLE AND INTEREST UNDER THIS AGREEMENT TO (I) ANY THIRD PARTY
INTERMEDIARY (AN "INTERMEDIARY") IN CONNECTION WITH A TAX-DEFERRED EXCHANGE
PURSUANT TO SECTION 1031 OF THE INTERNAL REVENUE CODE (AN "EXCHANGE"); (II) ANY
AFFILIATE OF BUYER OR FIRST INDUSTRIAL, L.P. (A "BUYER AFFILIATE"); AND (III)
ANY JOINT VENTURE, LIMITED LIABILITY COMPANY OR PARTNERSHIP IN WHICH BUYER OR
ANY BUYER AFFILIATE HAS A DIRECT OR INDIRECT INTEREST.
IN THE EVENT OF AN
ASSIGNMENT OF THIS AGREEMENT BY BUYER, ITS ASSIGNEE SHALL BE DEEMED TO BE THE
BUYER HEREUNDER FOR ALL PURPOSES HEREOF, AND SHALL HAVE ALL RIGHTS OF BUYER
HEREUNDER (INCLUDING, BUT NOT LIMITED TO, THE RIGHT OF FURTHER ASSIGNMENT), BUT
THE ASSIGNOR SHALL NOT BE RELEASED FROM LIABILITY HEREUNDER.
BUYER SHALL INFORM
SELLER, IN WRITING, NOT LATER THAN THREE (3) BUSINESS DAYS PRIOR TO THE CLOSING
DATE, OF THE NAME OF THE GRANTEE TO BE INSERTED INTO THE GRANT DEED.
16.2.
TAX-DEFERRED EXCHANGE.