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Agreement. The foregoing limitations on damages shall not apply to any claims arising from fraud, willful misconduct, or criminal conduct of Owner and shall not limit Optionee's recovery of attorneys' fees or other amounts pursuant to Paragraph 19. 21. Cure Period. Notwithstanding the provisions of Paragraph 20 or any other provision of this Agreement, no default by either party hereto shall result in a termination or limitation of any rights of such party hereunder unless and until the other party shall have notified the defaulting party in writing of such default, and the defaulting party shall have failed to cure such default within ten (10) days after the receipt of such written notice; provided that, where a non - monetary default cannot reasonably be cured within such ten (10) day period, the defaulting party shall not be in default if defaulting party commences such cure within the ten (10) day period and thereafter diligently prosecutes such cure to completion. In addition, if Optionee fails to either exercise the Option pursuant to Paragraph 2(c) or to extend the Option Term by exercising an Extension Option pursuant to Paragraph 2(b), then notwithstanding any provision of this Agreement to the contrary, the Option shall not be deemed to have lapsed or terminated unless Optionee fails to either (a) exercise the Option pursuant to Paragraph 2(c) or (b) to exercise an Extension Option and to deposit the applicable Additional Deposit required by Paragraph 2(b) within ten (10) days after Optionee receives written notice from Owner of either such failure. Notwithstanding the above, the failure by Optionee to consummate the Closing (for reasons other than Owner's default or the failure of a condition to closing specified in Paragraph 10) on or before the Closing Date shall result in immediate termination and no such notice shall be required or cure period provided. 22. Entire Agreement. This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and no representation, inducement, promise, or agreement, oral or written, between the parties not embodied in this Agreement, will be of any effect. This Agreement supersedes and cancels any and all prior or contemporaneous negotiations, arrangements, representations and understanding, oral or written, if any, between the parties, relating to the subject matter of this Agreement. 23. Risk of Loss. Until the Closing, Owner shall assume all risk of loss with respect to the Real Property. If after the Agreement Date and prior to the Closing all or any part of the Real Property is destroyed by fire, earthquake or other casualty, Optionee shall within ten (10) business days after receipt of written notice from Owner of such casualty (but in all events at least one (1) day before the Closing Date) irrevocably elect either (a) to terminate this Agreement or (b) to keep this Agreement in effect, in which event if the Closing occurs Owner shall pay or assign to Optionee all insurance proceeds paid or payable to Owner (to the extent not previously expended in an effort to restore the Real Property) as a consequence of such casualty, and the Purchase Price shall be reduced by the amount of any deductible or other uninsured loss. If Optionee fails to timely elect either the option in clause (a) or in clause (b) above, then Optionee shall be deemed to have irrevocably elected the option in clause (b) above. If this Agreement is terminated pursuant to this paragraph, then (i) if the termination relates to a casualty occurring during the Initial Option Term, all the Deposits and interest earned thereon while in Escrow shall be returned to Optionee, (ii) if the termination relates to a casualty occurring after the expiration of the Initial Option Term, all the Deposits previously released to Owner shall be retained by Owner, and (iii) neither party shall have any further rights, duties, obligations or liabilities, at law or in equity, arising out of or relating to this Agreement except for those that specifically survive Option Agreement 50 Chemical 10.5.2010 v. 8 23