Common use of Buyer Default; Liquidated Damages Clause in Contracts

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER EXCEPT FOR THE SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE AND BUYER FAILS TO CURE SUCH BREACH WITHIN THREE (3) BUSINESS DAYS AFTER BUYER’S RECEIPT OF WRITTEN NOTICE FROM SELLER SPECIFYING SUCH BREACH (PROVIDED, HOWEVER, THAT THE FOREGOING NOTICE AND CURE RIGHTS SHALL NOT APPLY TO BUYER’S FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN TO CLOSE ON THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENTCLOSING DATE), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONSAS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S ’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL OF BUYER’S INDEMNITIES IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOWAGREEMENT.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONSAS PROVIDED IN SECTIONS 3.4, 3.5, 3.6, 9.6 AND 10.11. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S ’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE FOREGOING IS NOT INTENDED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 3.4, 3.5, 3.6, 9.6 AND 10.11. Initials: Seller Buyer

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(BTHAT IS NOT CURED WITHIN THREE (3) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BUSINESS DAYS FOLLOWING WRITTEN NOTICE BY SELLER UNDER THIS AGREEMENTTO BUYER, THEN, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 3.4, 9.7, AND 10.11. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE SURVIVING OBLIGATIONSBREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAWS. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S ’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE FOREGOING IS NOT INTENDED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.BUYER’S INDEMNITY OBLIGATIONS HEREUNDER, INCLUDING SECTIONS 3.4, 8.7, 9.7 AND 10.11. Initials: Seller ____________ Buyer ____________

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONSAS PROVIDED IN SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S ’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE FOREGOING IS NOT INTENDED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. Initials: Seller Buyer

Buyer Default; Liquidated Damages. SUBJECT TO THE CURE RIGHTS SET FORTH IN SECTION 12.02(b), IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A BUYER'S DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE BUYER'S BREACH OF A CONDITION PRECEDENT SET FORTH ANY OF ITS REPRESENTATIONS IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)ANY MATERIAL RESPECT, THEN SELLER SHALL SELLERS HAVE THE RIGHT TO RETAIN THE DEPOSIT (AND ANY INTEREST ACCRUED THEREON), AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER THE PARTIES FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR AS PROVIDED IN ANY PROVISION OF THIS AGREEMENT WHICH IS EXPRESSLY STATED TO SURVIVE THE SURVIVING OBLIGATIONSTERMINATION OF THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER'S THE ACTUAL DAMAGESDAMAGES OF SELLERS, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AN AMOUNT OF EQUAL TO THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER SELLERS WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONSAS PROVIDED IN SECTIONS 3.4, 3.5, 9.6, 10.13 and 10.19. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S ’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE FOREGOING IS NOT INTENDED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOWBUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 3.4, 3.5, 9.6, 10.13 and 10.19.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)HEREUNDER, THEN SELLER SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONSAS PROVIDED IN SECTIONS 3.4, 3.5, 9.7, AND 10.11. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. THE PAYMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE FOREGOING IS NOT INTENDED TO LIMIT SELLERBUYER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOWINDEMNITY OBLIGATIONS UNDER SECTIONS 3.4, 9.7, AND 10.11.

Buyer Default; Liquidated Damages. IF BUYER DEFAULTS IN ITS OBLIGATIONS TO CLOSE THE SALE IS NOT CONSUMMATED SOLELY DUE TO PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN A DEFAULT BY BUYER HEREUNDER OR DUE TO SELLER DEFAULT, BUYER’S DISAPPROVAL OF ANY CONTINGENCY, THE FAILURE OF A BUYER CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE PRECEDENT, OR BUYER’S EXERCISE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE ITS RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS OF THIS AGREEMENT, AND RELEASE BUYER FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS AFTER RECEIVING WRITTEN NOTICE OF SUCH DEFAULT FROM ANY SELLER, THEN, UPON DEMAND BY SELLER, THE DEPOSIT SHALL BE PAID TO AND ALL LIABILITY HEREUNDER EXCEPT FOR THE SURVIVING OBLIGATIONSRETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER ASCERTAIN AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE, THAT THE AMOUNT OF THE DEPOSIT IS A REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. IN ANY AND ALL ACTIONS BROUGHT PURSUANT TO OR TO ENFORCE BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, IT SHALL BE CONCLUSIVELY PRESUMED THAT THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS ABOVE-DESCRIBED LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE SOLE REMEDY OF SELLER IN THE EVENT OF BUYER’S DEFAULT HEREUNDER AND IT SHALL NOT BE PROPER UNDER ANY CIRCUMSTANCES THAT BUYER’S OBLIGATION TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOWPURCHASE THE PROPERTY BE SPECIFICALLY ENFORCED.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONSAS PROVIDED IN SECTIONS 3.4, 9.7, AND 10.11. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE FOREGOING IS NOT INTENDED TO LIMIT SELLERBUYER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.INDEMNITY OBLIGATIONS UNDER SECTIONS 3.4, 9.7, AND 10.11. Initials: Seller _______ Buyer _______

Buyer Default; Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED SOLELY DUE TO A BUYER’S UNCURED MATERIAL DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT), THEN SELLER SHALL BE ENTITLED TO RETAIN AND SHALL RECEIVE THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES; PROVIDED, WHICH RETENTION HOWEVER, THE AMOUNT OF THE LIQUIDATED DAMAGES UNDER THIS SECTION SHALL OPERATE BE LIMITED TO TERMINATE THIS AGREEMENT THE AMOUNT OF THE INITIAL DEPOSIT UNLESS AND RELEASE UNTIL BUYER FROM ANY AND ALL LIABILITY HEREUNDER EXCEPT FOR HAS PROVIDED THE SURVIVING OBLIGATIONSAPPROVAL NOTICE. THE PARTIES HAVE AGREED AGREE THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT ASCERTAIN THE AMOUNT OF ACTUAL DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR SUFFERED BY SELLER AS A RESULT OF BUYER'S DEFAULT UNDER ’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. BUYER , AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT THAT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON AS OF THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER WOULD INCUR IN SUCH EVENTPURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. BY PLACING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS BELOW TO INDICATE THEIR AGREEMENT WITH THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING PROVISION CONTAINED IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOWSECTION.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B(a) If the Closing fails to occur solely as a result of Buyer’s default in its obligation to close the purchase of the Property on the Closing Date, Seller shall retain the Deposit as full, agreed and liquidated damages, as Seller’s sole legal and equitable remedy with respect to such Buyer default. (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER EXCEPT FOR THE SURVIVING OBLIGATIONS. b) THE PARTIES HAVE AGREED HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE DEFAULT BY BUYER IN ITS OBLIGATION TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULTCLOSE THE PURCHASE OF THE REAL PROPERTY ON THE CLOSING DATE, SELLER’S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATIONASCERTAIN, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE, THAT THE AMOUNT OF THE DEPOSIT IS A REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES, AND THAT SUCH AMOUNT IS NOT UNREASONABLE UNDER THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE, . WITHOUT LIMITING THE CONSEQUENCES GENERALITY OF THE FOREGOING: (1) SELLER WILL INCUR ADMINISTRATIVE COSTS IN THE NEGOTIATION AND REVIEW OF THIS AGREEMENT AND OTHER DOCUMENTS RELATING TO THIS TRANSACTION, (2) CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE DEPOSIT MAY BE INCURRED BY SELLER IF THE SALE OF THE REAL PROPERTY CONTEMPLATED HEREBY IS NOT COMPLETED; AND (3) SELLER IS ENTERING INTO THIS AGREEMENT WITH BUYER IN RELIANCE UPON BUYER’S COMMITMENT TO PURCHASE THE REAL PROPERTY FROM SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO LIMIT SELLER'S RIGHT CONSTITUTE LIQUIDATED DAMAGES TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES SELLER PURSUANT TO SECTION 11.8 BELOW.CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. Seller’s InitialsBuyer’s Initials

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE AND BUYER FAILS TO CURE SUCH BREACH WITHIN FIVE (5) BUSINESS DAYS AFTER BUYER’S RECEIPT OF WRITTEN NOTICE FROM SELLER SPECIFYING SUCH BREACH (PROVIDED, HOWEVER, THAT THE FOREGOING NOTICE AND CURE RIGHTS SHALL NOT APPLY TO BUYER’S FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN TO CLOSE ON THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENTCLOSING DATE), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONSAS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S ’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL OF BUYER’S INDEMNITIES IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOWAGREEMENT.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY MATERIAL DEFAULT BY BUYER HEREUNDER OR DUE AND BUYER FAILS TO THE FAILURE CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER BUYER’S RECEIPT OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT WRITTEN NOTICE FROM SELLER SPECIFYING SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)DEFAULT, THEN SELLER SHALL RETAIN THE DEPOSIT (INCLUDING THE EXTENSION DEPOSIT, IF MADE) AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER AT LAW OR IN EQUITY, EXCEPT FOR THE SURVIVING OBLIGATIONSAS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, ’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 5.2 AGREEMENT, THE PARTIES AGREE THAT, IN NO EVENT, SHALL THIS LIQUIDATED DAMAGES PROVISION LIMIT SELLER’S RIGHTS OR RECOURSE WITH RESPECT TO (A) ANY INDEMNITY AND/OR WARRANTY PROVISIONS OF THIS AGREEMENT; (B) ANY DEFAULT BY BUYER FOLLOWING THE CLOSE OF ESCROW; AND (C) ANY ATTORNEYS’ FEES INCURRED BY SELLER IN ENFORCING OR INTERPRETING THIS AGREEMENT OR ANY OTHER AGREEMENTS AND THE PARTIES FURTHER AGREE, IN THE EVENT SELLER MAKES A CLAIM FOR ANY OF THE MATTERS DESCRIBED IN SUBSECTION (A) THROUGH (C) ABOVE, ALL OF SELLER’S RIGHTS, OPTIONS AND REMEDIES SHALL BE DEEMED CUMULATIVE AND NOT ONE OF THEM SHALL BE EXCLUSIVE OF THE OTHER AND SELLER SHALL HAVE, WITH RESPECT TO LIMIT SELLER'S THE MATTERS SET FORTH IN SUBSECTIONS (A) THROUGH (C) ABOVE, THE RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT PURSUE ANY OR ALL OF SUCH REMEDIES OR TO SECTION 11.8 BELOWSEEK DAMAGES IN CONNECTION WITH THE MATTERS DESCRIBED IN (A) THROUGH (C) ABOVE IN THE EVENT OF ANY BREACH OF THE TERMS HEREOF BY BUYER OR TO PURSUE ANY OTHER REMEDY OR RELIEF WHICH MAY BE PROVIDED BY LAW OR EQUITY, WHETHER OR NOT STATED IN THIS AGREEMENT.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A DEFAULT BY If BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT shall fail to terminate this AGREEMENT as provided herein due to failure of a precondition for the benefit of BUYER and thereafter fails to consummate this AGREEMENT for any reason other than CITY’s default hereunder, CITY shall be entitled to terminate this AGREEMENT and have the Deposit retained by CITY as liquidated damages as CITY’s sole and exclusive remedy. In such event, CITY shall have no right to an action for specific performance or for money damages or to any other remedy except the payment of such liquidated damage amount. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND CITY AGREE THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER EXCEPT FOR THE SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT ESTIMATE THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR SUFFERED BY CITY AS A RESULT OF BUYER'S DEFAULT UNDER FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. BUYER , AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT THAT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON AS OF THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS LIQUIDATED DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH CITY WILL INCUR AS A RESULT OF SUCH FAILURE. THEREFORE, BUYER AND CITY DO HEREBY AGREE THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY A REASONABLE ESTIMATE OF THE STATEMENTS MADE ABOVE TOTAL NET DETRIMENT THAT CITY WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINEDPURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT WILL BE THE FULL, AT THE TIME AGREED AND LIQUIDATED DAMAGES FOR SUCH BREACH OF THIS AGREEMENT WAS MADE, BY BUYER. THE CONSEQUENCES PAYMENT OF THIS SUCH AMOUNT AS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO LIMIT SELLER'S RIGHT CONSTITUTE LIQUIDATED DAMAGES TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES CITY PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. CITY HEREBY WAIVES THE CIVIL PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 11.8 BELOW3389.

Buyer Default; Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY DUE COMPLETED AND THIS AGREEMENT TERMINATES BECAUSE BUYER DEFAULTS UNDER OR BREACHES THIS AGREEMENT (AND FAILS TO A CURE ANY SUCH BREACH OR DEFAULT BY BUYER HEREUNDER WITHIN THREE (3) BUSINESS DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, EXCEPT WITH RESPECT TO BUYER’S OBLIGATION TO DELIVER THE PURCHASE PRICE TO ESCROW HOLDER, FOR WHICH NO NOTICE OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENTCURE SHALL BE AVAILABLE), THEN SELLER SHALL RETAIN THE PORTION OF THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT SHALL OPERATE BE PAID TO TERMINATE SELLER UPON TERMINATION OF THIS AGREEMENT AND RELEASE RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY AT LAW OR IN EQUITY. SELLER AND BUYER FROM ANY AND ALL LIABILITY HEREUNDER EXCEPT FOR THE SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED AGREE THAT, CONSIDERING ALL UNDER THE CIRCUMSTANCES EXISTING ON AS OF THE EFFECTIVE DATEDATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE AMOUNT PORTION OF THE DEPOSIT THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER WOULD INCUR IN SUCH EVENTIF BUYER DEFAULTS UNDER OR BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY. BY PLACING THEIR INITIALS BELOWNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY SPECIFICALLY CONFIRMS IF BUYER SHALL REMAIN READY, WILLING AND ABLE TO CLOSE ON THE ACCURACY PURCHASE OF THE STATEMENTS MADE ABOVE AND PROPERTY UNDER THIS AGREEMENT, SELLER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT FOR ANY BREACH OR DEFAULT BY BUYER THAT (I) IS NOT CAPABLE OF CURE AFTER THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINEDBUYER, AT THE TIME THIS AGREEMENT WAS MADE(II) DOES NOT MATERIALLY ADVERSELY AFFECT SELLER, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING PROPERTY OR ANY TENANT UNDER ANY LEASE, (III) DOES NOT DELAY THE CLOSING BEYOND THE OUTSIDE CLOSING DATE AND (IV) DOES NOT RESULT IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOWTHE SELLER INCURRING ANY ADDITIONAL COSTS OR EXPENSES THAT ARE NOT REIMBURSED BY BUYER UPON DEMAND.

Buyer Default; Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED SOLELY DUE TO A BUYER’S UNCURED MATERIAL DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT), THEN SELLER SHALL BE ENTITLED TO RETAIN AND SHALL RECEIVE THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES; PROVIDED, WHICH RETENTION HOWEVER, THE AMOUNT OF THE LIQUIDATED DAMAGES UNDER THIS SECTION SHALL OPERATE BE LIMITED TO TERMINATE THIS AGREEMENT THE AMOUNT OF THE INITIAL DEPOSIT UNLESS AND RELEASE UNTIL BUYER FROM ANY AND ALL LIABILITY HEREUNDER EXCEPT FOR HAS PROVIDED THE SURVIVING OBLIGATIONSAPPROVAL NOTICE. THE PARTIES HAVE AGREED AGREE THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT ASCERTAIN THE AMOUNT OF ACTUAL DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR SUFFERED BY SELLER AS A RESULT OF BUYER'S DEFAULT UNDER ’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. BUYER , AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT THAT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON AS OF THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER WOULD INCUR IN SUCH EVENTPURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. BY PLACING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS BELOW TO INDICATE THEIR AGREEMENT WITH THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING PROVISION CONTAINED IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SECTION. /s/ SK /s/ MP SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.’S INITIALS BUYER’S INITIALS

Buyer Default; Liquidated Damages. IF BUYER AND SELLER AGREE THAT FOLLOWING BUYER’S DELIVERY OF THE NOTICE OF APPROVAL AND ENTRY OF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT ORDER, IN THE EVENT THAT SUCH CONDITION THE CONDITIONS PRECEDENT WAS NOT TO CLOSING OF THIS AGREEMENT HAVE BEEN SATISFIED BECAUSE OF A DEFAULT OR WAIVED BY SELLER UNDER BUYER, AND BUYER DEFAULTS ON ITS OBLIGATION TO COMPLETE THE CLOSING PURSUANT TO THIS AGREEMENT), THEN SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 11.3 BELOW, AND PROVIDED THAT SELLER SHALL RETAIN IS NOT IN DEFAULT OF THIS AGREEMENT BEYOND ANY APPLICABLE NOTICE AND CURE PERIODS, THE DAMAGES TO SELLER WOULD BE DIFFICULT AND IMPRACTICAL TO DETERMINE. BUYER AND SELLER FURTHER AGREE THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE RESULTING DAMAGES TO SELLER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON BUYER’S DEFAULT, OPPORTUNITY COSTS IN KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER HAVE AGREED TO FIX AS LIQUIDATED DAMAGES THE AMOUNT OF THE DEPOSIT THEN IN ESCROW, AND SELLER MAY RECOVER AND/OR RETAIN SUCH AMOUNT WITHOUT RESTRICTION AS LIQUIDATED DAMAGES, AND WHICH SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT. SELLER’S RETENTION OF SAID SUMS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY UNDER CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. SELLER AGREES THAT THESE LIQUIDATED DAMAGES SHALL OPERATE BE IN LIEU OF ANY OTHER MONETARY RELIEF OR OTHER REMEDY, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE, TO TERMINATE WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL NOT APPLY TO ANY INDEMNITY OBLIGATIONS CONTAINED IN THIS AGREEMENT AND RELEASE BUYER FROM OR TO ANY AND ALL LIABILITY HEREUNDER EXCEPT FOR THE SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT REMEDY AVAILABLE TO SELLER UNDER SECTION 11 OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH SPECIFICALLY ACKNOWLEDGE THEIR AGREEMENT TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS FOREGOING LIQUIDATED DAMAGES PROVISION. NOTHING PROVISION BY INITIALING THIS PARAGRAPH IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 THE APPROPRIATE SPACES PROVIDED BELOW.: Buyer’s Initials: _________ Seller’s Initials: ___________

Buyer Default; Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY DUE COMPLETED AND THIS AGREEMENT TERMINATES BECAUSE BUYER MATERIALLY DEFAULTS UNDER THIS AGREEMENT OR MATERIALLY BREACHES THIS AGREEMENT (AFTER WRITTEN NOTICE AND SEVEN (7) BUSINESS DAYS TO A DEFAULT BY BUYER HEREUNDER CURE, EXCEPT WITH RESPECT TO BUYER’S OBLIGATION TO DELIVER THE PURCHASE PRICE AND ANY DOCUMENT(S) REQUIRED UNDER SECTION 10.2 TO ESCROW HOLDER ON OR DUE PRIOR TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENTSCHEDULED CLOSING DATE, FOR WHICH NO NOTICE OR CURE SHALL BE AVAILABLE), THEN SELLER SHALL RETAIN THE PORTION OF THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT SHALL OPERATE BE PAID TO TERMINATE SELLER UPON TERMINATION OF THIS AGREEMENT AND RELEASE RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY AT LAW OR IN EQUITY. SELLER AND BUYER FROM ANY AND ALL LIABILITY HEREUNDER EXCEPT FOR THE SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED AGREE THAT, CONSIDERING ALL UNDER THE CIRCUMSTANCES EXISTING ON AS OF THE EFFECTIVE DATEDATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE AMOUNT PORTION OF THE DEPOSIT THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME IF BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT WAS MADE, AND FAILS TO PURCHASE THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOWPROPERTY.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR AS PROVIDED IN SECTIONS 9.7 AND 10.11 AND THE SURVIVING OBLIGATIONSFOREGOING SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER (SELLER HEREBY WAIVES ALL OF ITS OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE). THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOWSIGNING THIS AGREEMENT, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 THE FOREGOING PROVISION IS INTENDED TO CONSTITUTE A PROVISION FOR LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676, AND 1766 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER'S OBLIGATIONS UNDER SECTIONS 3.4, 9.7, 10.9 AND 10.11. BUYER AND SELLER AGREE THAT THE TERMS, WAIVERS AND PROVISIONS OF THIS SECTION ARE OF THE ESSENCE OF THIS AGREEMENT AND BUT FOR SUCH TERMS, WAIVERS AND PROVISIONS, SELLER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, WAIVERS AND PROVISIONS OF THIS SECTION, BUYER AND EACH SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A DEFAULT ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT BY BUYER HEREUNDER AS HEREIN EXPRESSLY PROVIDED OR DUE TO (y) IF ANY OF THE FAILURE OF A CONDITION CONDITIONS PRECEDENT SET FORTH IN SECTION 9.2(B9.5(a) (EXCEPT ARE NOT FULFILLED OR WAIVED BY BUYER, IN WRITING, SUBJECT TO THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE TERMS AND PROVISIONS OF A DEFAULT BY SELLER UNDER THIS AGREEMENTSECTION 9.5(a), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE BUYER’S SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S DEFAULTFOR SUCH REASONS, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE FOREGOING IS NOT INTENDED TO LIMIT SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.BUYER’S SURVIVING OBLIGATIONS. Initials: Seller WL Buyer JE

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO A ANY DEFAULT BY BUYER HEREUNDER OR DUE TO THE FAILURE OF A CONDITION PRECEDENT SET FORTH IN SECTION 9.2(B) (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT SATISFIED BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT)HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONSAS PROVIDED IN SECTIONS 3.4, 3.5, 3.6, 9.6 AND 10.11. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE SOLELY DUE TO BUYER'S ’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATEDATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S (OR SELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.’S, AS APPLICABLE) SURVIVING OBLIGATIONS UNDER SECTIONS 3.4, 3.5, 3.6, 9.6 AND 10.11. Initials: Seller Buyer