SUCH AMOUNT EXCEED $750,000.000 IN THE AGGREGATE), AS THE FULL, AGREED AND
LIQUIDATED DAMAGES FOR WWP SPONSOR'S DEFAULT AND FAILURE TO COMPLETE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (IN WHICH EVENT NEITHER PARTY HERETO
SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT
TO THE SURVIVING OBLIGATIONS), INVESTOR HEREBY WAIVING ANY OTHER RIGHT OR CLAIM
TO DAMAGES FOR WWP SPONSOR'S BREACH, AND/OR (B) SPECIFICALLY ENFORCE WWP
SPONSOR'S OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED THAT ANY ACTION BY INVESTOR
FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN SIXTY (60) DAYS OF WWP
SPONSOR'S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A
WAIVER BY INVESTOR OF SUCH RIGHT AND REMEDY. IF INVESTOR SHALL NOT HAVE FILED AN
ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO
NOTIFIED WWP SPONSOR OF ITS ELECTION TO TERMINATE THIS AGREEMENT AND RECOVER ITS
COSTS, INVESTOR'S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE
WITH CLAUSE (A) ABOVE.
10.2 INVESTOR'S DEFAULT. IN THE EVENT THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT SHALL NOT CLOSE BY REASON OF INVESTOR'S DEFAULT OF ANY OF ITS
OBLIGATIONS TO BE PERFORMED ON THE CLOSING DATE OR IF INVESTOR IS IN DEFAULT OF
ANY OF ITS MATERIAL OBLIGATIONS TO BE PERFORMED PRIOR TO THE CLOSING DATE AND
SUCH DEFAULT REMAINS UNCURED FOR A PERIOD OF FIVE (5) BUSINESS DAYS AFTER
WRITTEN NOTICE THEREOF FROM WWP SPONSOR, AND WWP SPONSOR IS NOT IN DEFAULT
HEREUNDER, AND IS OTHERWISE READY, WILLING AND ABLE TO CLOSE HEREUNDER THEN THIS
AGREEMENT SHALL TERMINATE AND THE RETENTION OF THE DEPOSIT SHALL BE LIQUIDATED
DAMAGES AND WWP SPONSOR'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT,
SUBJECT TO THE SURVIVING OBLIGATIONS; PROVIDED, HOWEVER, NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED TO LIMIT WWP SPONSOR'S RIGHTS OR DAMAGES UNDER ANY
INDEMNITIES GIVEN BY INVESTOR TO WWP SPONSOR UNDER THIS AGREEMENT. IN CONNECTION
WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT WWP SPONSOR WILL INCUR EXPENSE IN
CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE
OFFICE PROPERTY, AMENITIES PROPERTY AND AMENITIES MEMBERSHIP INTERESTS WILL BE
REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND
IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO WWP SPONSOR CAUSED BY THE
BREACH BY INVESTOR UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION WWP
SPONSOR SHOULD RECEIVE AS A RESULT OF INVESTOR'S BREACH OR DEFAULT. IF WWP
SPONSOR TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT HEREUNDER AND
INVESTOR TAKES ANY ACTION WHICH INTERFERES WITH WWP SPONSOR'S ABILITY TO SELL,
EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE OFFICE PROPERTY, THE
AMENITIES PROPERTY OR THE AMENITIES MEMBERSHIP INTERESTS OR ANY INTEREST THEREIN
OR TAKE ANY OTHER ACTIONS WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION,
THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST ANY PROPERTY),
THEN INVESTOR SHALL BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE
(INCLUDING, WITHOUT LIMITATION, REASONABLE OUT-OF-POCKET