In the event any party hereto shall fail to pay, perform or   observe any of the covenants and conditions undertaken by it herein to be paid, performed or   observed, then such party shall be deemed to be in default with respect hereto. In the event of a   default by Contributor, Recipient shall have the right, following twenty (20) days prior written   notice to Contributor during which period Contributor has failed to cure such default, in addition to   other remedies available at law or in equity, to: (a) require Contributor to perform all of its   obligations hereunder including specifically its obligation to convey the Property to Recipient, (b)   terminate this Agreement only if Contributor refuses to cure such default within the twenty   (20)-day cure period and such default is material, and (c) recover damages, including expenses   incurred by Recipient, as a result of the default. In the event of a default by Recipient, Contributor   shall have the right to declare this Agreement terminated and recover all damages and expenses   incurred by Contributor.