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202000348 written notice to the defaulting Party (the "Defaulting Party"), to enter onto the parcel owned by the Defaulting Party to perform any such obligation on behalf of and at the sole cost and expense of the Defaulting Party. Any reasonable costs incurred by the Curing Party shall be reimbursed by the Defaulting Party within thirty (30) days after written demand therefor. In addition to the foregoing, if any Party defaults in the performance of any provision of this Agreement as provided herein, the other Party may institute legal action against the Defaulting Party for specific performance, injunctive or declaratory relief or other suitable legal or equitable remedy. In addition, the prevailing party in such action, as determined by the court, shall be entitled to receive from the other party its reasonable attorney's fees and actual costs for services rendered to the prevailing party in any such action (including any appeal thereof). 3. Covenants Running with the Land. All covenants and agreements and contained herein shall run with the land and shall be binding on each Party and each Party's successors and assigns as the owners of the Parcels. This Agreement is enforceable against any and all persons or entities from time to time having any legal or equitable interest in any Parcel. 4. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the signature page(s) hereto (or at such other address for a party as shall be specified in a notice given in accordance with this Section). 5. Miscellaneous. (a) Each Party hereby agrees, at the request of any other Party, to execute and deliver any and all such additional instruments and documents and to do such other acts and things as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement. (b) If any provision of this Agreement, or portion thereof, or the application thereof to any person or circumstances, shall, to any extent be held invalid, inoperative, or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (c) The headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. (d) Nothing in this Agreement shall be construed to make the parties hereto partners or joint venturers or render any of said parties liable for the debts or obligations of the other. (19632/00001/2721261.DOC) 3