Common use of Deposit as Liquidated Damages Clause in Contracts

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Deposit as Liquidated Damages. IF FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DUE TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERPURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT DEPOSIT, AND OPTION DEPOSIT, IF ANY, HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT DAMAGES AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF A DEFAULT ON THE PART OF BUYERSALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER THAN PARTY DUE TO (A) THE ADDITIONAL OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT THEREOF WHILE HELD BY ESCROW HOLDER) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF AS A DEFAULT UNDER THIS AGREEMENT ON THE PART RESULT OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES’S DEFAULT. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT THEREOF WHILE HELD BY ESCROW HOLDER) HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT ’S DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT ’S SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE AND SELLER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389, WITH RESPECT TO SELLER’S REMEDIES AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT). IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT OF A DEFAULT ON SHALL THIS SECTION 1.6 LIMIT THE PART OF BUYERDAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER: BUYER: By Xxxxxxx X. Xxxxxxx, President and CEO of Xxxxxxx Properties Trust, Inc., a Maryland corporation, as Managing Member of Xxxxxxx General Partner, LLC, a Delaware LLC, as General Partner of Xxxxxxx Partners, LP, a Delaware LP as Managing Member of SPT-SWRC, LLC PULTE HOME CORPORATION, a Michigan corporation SPT-SWRC, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Attorney-in-Fact Title: President & CEO

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE BY REASON OF A BUYER'S DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERAGREEMENT, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (NOT INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT OF A DEFAULT ON SHALL THIS SECTION 1.6 LIMIT THE PART OF BUYERDAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6. BELOW, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. /s/ DWM /s/ MG ---------------------- ------------------------- SELLER'S INITIALS BUYER'S INITIALS

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT OF THE INITIAL DEPOSIT WHILE HELD BY ESCROW HOLDER) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF AS A DEFAULT UNDER THIS AGREEMENT ON THE PART RESULT OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES’S DEFAULT. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT THEREOF WHILE HELD BY ESCROW HOLDER) HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT ’S DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT ’S SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE AND SELLER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389, WITH RESPECT TO SELLER’S REMEDIES AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT). IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT OF A DEFAULT ON SHALL THIS SECTION 1.6 LIMIT THE PART OF BUYERDAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. /s/ KML /s/ TM Buyer Seller

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE ----------------------------- CONTINGENCY PERIOD (AS DEFINED BELOW), IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE BY REASON OF A BUYER'S MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERAGREEMENT, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE THE SALE IS NOT. CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT OF A DEFAULT ON SHALL THIS SECTION 1.6 LIMIT THE PART OF BUYERDAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6. BELOW, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. XXXXXX REALTY, L.P., TRIPLE NET PROPERTIES, L.L.C., a Delaware limited partnership a Virginia limited liability company By: XXXXXX REALTY CORPORATION, a Maryland corporation, its General By: _____________________________ Partner Name: Xxxxxxx X. Xxxxxxxx Title: Chairman and Chief Executive Officer By: __________________________________ Name: Xxxxxxx Xxxxxx Title: Executive Vice President By: __________________________________ Name: Xxxxx X. Rogese Title: Senior Vice President and Treasurer

Deposit as Liquidated Damages. IF FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD (AS HEREINAFTER DEFINED), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE BY REASON OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERPROPERTY ONE, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY CITY AS LIQUIDATED DAMAGESDAMAGES AND AS CITY'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, AS A RESULT OF SUCH DEFAULT. THE PARTIES ACKNOWLEDGE THAT SELLERCITY'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOWSEPARATELY INITIALING THIS SECTION, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLERCITY'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLERDAMAGES AND AS CITY'S RETENTION OF THE DEPOSIT SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, AGAINST BUYER PROPERTY ONE IN THE EVENT THE CLOSING (AS DEFINED IN SECTION 5.1) DOES NOT OCCUR AS A RESULT OF A DEFAULT ON PROPERTY ONE'S DEFAULT. NOTWITHSTANDING THE PART FOREGOING, IN NO EVENT SHALL THIS SECTION LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT OR THIRD PARTY CLAIMS ARISING OUT OF BUYER, OTHER THAN OR RELATING TO THIS AGREEMENT OR THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.PROPERTY. City's Initial Property One's Initial

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, HOLDER SHALL PROMPTLY PAY OVER TO SELLER THE DEPOSIT EARNXXX XXXEY DEPOSIT, IF ANY, THEN BEING HELD BY ESCROW HOLDER, AND SELLER SHALL RETAIN THE EARNXXX XXXEY DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE EARNXXX XXXEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THEREFORE, IF, AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, BUYER BREACHES THIS AGREEMENT AND WRONGFULLY FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE EARNXXX XXXEY DEPOSIT. ON RECEIPT AND RETENTION BY SELLER OF THE EARNXXX XXXEY DEPOSIT, THIS AGREEMENT SHALL TERMINATE AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITY HEREUNDER. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE EARNXXX XXXEY DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERCOMPANY, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER CONTRIBUTOR OR BUYERCOMPANY, SHALL PAY TO SELLER CONTRIBUTOR THE DEPOSIT AND SELLER CONTRIBUTOR SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLERCONTRIBUTOR'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER COMPANY WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLERCONTRIBUTOR'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLERCONTRIBUTOR'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLERCONTRIBUTOR'S EXCLUSIVE REMEDY AGAINST BUYER COMPANY IN THE EVENT OF A DEFAULT ON THE PART OF BUYERCOMPANY, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER COMPANY UNDER SECTIONS 5.3, 5.5, 15.2(b)15.2, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. IN ADDITION, COMPANY SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES IN THE EVENT OF A DEFAULT BY COMPANY.

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF CONSUMMATED, THEN UNLESS BUYER HAS VALIDLY AND TIMELY EXERCISED ITS TERMINATION RIGHTS SET FORTH IN ARTICLE 10, OR UNLESS THE FAILURE TO CONSUMMATE THE SALE IS DUE SOLELY TO A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERSELLER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF SUCH A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES INITIALS BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF SUCH A DEFAULT ON THE PART OF BUYERBUYER OR A FAILURE TO CLOSE AS PROVIDED ABOVE, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3HEREIN WHICH EXPRESSLY SURVIVE TERMINATION OR CANCELLATION HEREOF. IN ADDITION, 5.5BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. IF THE CLOSING FAILS TO OCCUR DUE SOLELY TO A DEFAULT OF SELLER, 15.2(b)THEN THIS AGREEMENT SHALL TERMINATE AND BUYER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO THE RETURN OF THE DEPOSIT, AND 15.10 HEREOF, WHICH NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS SHALL SURVIVE TO THE TERMINATION OF THIS AGREEMENT.OTHER HEREUNDER OTHER THAN THE OBLIGATIONS

Deposit as Liquidated Damages. IF FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF FOR ANY REASON EXCEPT A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERSELLER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT DAMAGES AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF A DEFAULT ON THE PART OF BUYERSALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER THAN PARTY DUE TO (A) THE ADDITIONAL OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, PURCHASER AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENTLIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation By: /s/ B. Xxxx Xxxxxxxxxx Title: Investment Officer ARDEN REALTY, INC., a Maryland corporation By: /s/ Xxxxxxx X. Xxxxx Title: Chairman of the Board and Chief Executive Officer

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)15.2, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CHARGES (INCLUDING, WITHOUT LIMITATION, CANCELLATION FEES) IN THE EVENT OF A DEFAULT BY BUYER.

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE BY REASON OF A BUYER'S DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERAGREEMENT, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (NOT INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT OF A DEFAULT ON SHALL THIS SECTION 1.6 LIMIT THE PART OF BUYERDAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6. BELOW, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. /s/ DWM /s/ MG ------------------------- ------------------------- SELLER'S INITIALS BUYER'S INITIALS

Deposit as Liquidated Damages. IF IN THE SALE EVENT THAT THIS AGREEMENT IS TERMINATED AND THE DEPOSIT IS RECEIVED BY THE WPG PARTIES IN ACCORDANCE WITH SECTION 9.3 (WHICH SHALL CONSTITUTE THE SOLE REMEDY OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE WPG PARTIES IN THE EVENT OF A DEFAULT BREACH BY PRIMARY PURCHASER OR PARALLEL PURCHASER PRIOR TO CLOSING), SUCH AMOUNT SHALL CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT TO ESTIMATE THE DAMAGE AND HARM THAT SELLER AND WPG WOULD SUFFER UNDER THIS AGREEMENT ON SUCH CIRCUMSTANCES, AND INSOFAR AS A REASONABLE ESTIMATE OF THE PART TOTAL NET DETRIMENT THAT THE WPG PARTIES WOULD SUFFER UNDER SUCH CIRCUMSTANCES IS THE AMOUNT OF BUYERTHE DEPOSIT, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY BE ENTITLED TO SELLER RECEIVE THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES, WHICH AMOUNT IS NOT INTENDED TO BE AND IS NOT A PENALTY, AND WHICH SHALL BE THE WPG PARTIES’ SOLE AND EXCLUSIVE REMEDY (EXCEPT WITH RESPECT TO THE PROVISIONS OF THIS AGREEMENT THAT BY THEIR TERMS SURVIVE THE TERMINATION OF SUCH AGREEMENT). IF THE WPG PARTIES ARE RELEASED PURSUANT TO THIS SECTION, PURCHASERS SHALL DELIVER AN INSTRUMENT CONFIRMING SUCH RELEASE PROMPTLY UPON DEMAND OF SELLER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THEY HAVE READ AND UNDERSTOOD THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S ABOVE PROVISION COVERING LIQUIDATED DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH SUCH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENTLIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED.

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, HOLDER SHALL PROMPTLY PAY OVER TO SELLER THE DEPOSIT XXXXXXX MONEY DEPOSIT, IF ANY, THEN BEING HELD BY ESCROW HOLDER, AND SELLER SHALL BE ENTITLED TO RETAIN THE XXXXXXX MONEY DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THEREFORE, IF, AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, BUYER BREACHES THIS AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT. ON RECEIPT AND RETENTION BY SELLER OF THE XXXXXXX MONEY DEPOSIT, THIS AGREEMENT SHALL TERMINATE AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITY HEREUNDER, OTHER THAN PURSUANT TO THE INDEMNITY FROM BUYER TO SELLER CONTAINED IN SECTION 4.6 HEREOF. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE XXXXXXX MONEY DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. Dated: Seller: ------------------- CENTENNIAL PLAZA LIMITED PARTNERSHIP, OTHER THAN an Oklahoma limited partnership By: Centennial Plod Incorporated, an Oklahoma corporation, general partner By: XXXX XXXXX XXXXX ---------------- Its: PRESIDENT Buyer: THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3PRICE REIT, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.INC. Dated: By: XXXXXX X. XXXXXXXXXX ------------------- -------------------- Its: PRESIDENT/CEO

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, HOLDER SHALL PROMPTLY PAY OVER TO SELLER THE DEPOSIT EARNXXX XXXEY DEPOSIT, IF ANY, THEN BEING HELD BY ESCROW HOLDER, AND SELLER SHALL RETAIN THE EARNXXX XXXEY DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THE PURCHASE AND SALE OF THE PROPERTY IS NOT CONSUMMATED AS CONTEMPLATED HEREIN AS A RESULT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE EARNXXX XXXEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGESDAMAGES IN SUCH EVENT. THEREFORE, IF BUYER BREACHES THIS AGREEMENT AND WRONGFULLY FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE EARNXXX XXXEY DEPOSIT. ON RECEIPT AND RETENTION BY SELLER OF THE EARNXXX XXXEY DEPOSIT, THIS AGREEMENT SHALL TERMINATE AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITY HEREUNDER, EXCEPT IN CONNECTION WITH ANY INDEMNITY WHICH, BY ITS TERMS, SURVIVES ANY TERMINATION OF THIS AGREEMENT. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE EARNXXX XXXEY DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT BUYER WRONGFULLY FAILS TO COMPLETE THE PURCHASE OF A DEFAULT ON THE PART OF BUYERPROPERTY AS PROVIDED HEREIN. IN NO EVENT, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3HOWEVER, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.THE

Deposit as Liquidated Damages. IF FROM AND AFTER THE EXPIRATION OF THE APPROVAL DATE, EXCEPT WHERE THIS AGREEMENT PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF FOR ANY REASON EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER(II) A TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE 7, SHALL PAY TO SELLER OR (III) THE FAILURE OF A CONDITION PRECEDENT IN SECTION 4.6, THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO CLOSE. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOWSEPARATELY INITIALING THIS SECTION, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ’ REASON-ABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT ’S DAMAGES AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AGAINST BUYER PURCHASER IN THE EVENT THE CLOSING (AS DEFINED IN SECTION 4.1) DOES NOT OCCUR. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT OR THIRD PARTY CLAIMS ARISING OUT OF A DEFAULT ON OR RELATING TO THIS CONTRACT OR THE PART OF BUYER, OTHER THAN PROPERTY. PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER HEREBY WAIVES ANY AND ALL BENEFITS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3389. Seller’ Initial MJH Purchaser’s Initial LHW/SW/AW

Deposit as Liquidated Damages. IF EXCEPT AS OTHERWISE ----------------------------- SPECIFICALLY SET FORTH HEREIN AND PROVIDED THAT SELLER IS NOT IN MATERIAL BREACH HEREOF AND PROVIDED FURTHER THAT ALL CLOSING CONDITIONS IN FAVOR OF BUYER HEREIN HAVE BEEN SATISFIED, THE DEPOSIT (BUT NOT THE INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF AS A DEFAULT UNDER THIS AGREEMENT ON THE PART RESULT OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER 'S REFUSAL OR BUYER, SHALL PAY INABILITY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGESDO SO. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT , AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. NOTWITHSTANDING THE FOREGOING, THIS SECTION 1.6 SHALL NOT LIMIT THE DAMAGES RECOVERABLE BY SELLER RESULTING FROM A DEFAULT ON THE PART OF BUYER, BREACH OTHER THAN SUCH REFUSAL OR INABILITY BY BUYER TO PURCHASE THE ADDITIONAL PROPERTIES. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, BUYER AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENTLIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER: BUYER: SWEDE-CAL PROPERTIES, INC., XXXXXX REALTY, L.P., a California corporation a Delaware limited partnership By: /s/ Xxxx Xxxx By: XXXXXX REALTY CORPORATION, a ----------------------------------- Maryland corporation, its Name: Xxxx Xxxx General partner --------------------------------- Title: President -------------------------------- VIKING INVESTORS OF SOUTHERN By: /s/ Xxxxx X. Xxxx CALIFORNIA I, a California limited -------------------------------- partnership Name: Xxxxx X. Xxxx ----------------------------- Title: Sr. V.P. & Treasurer ----------------------------- By: /s/ Xxxx Xxxx & /s/ Xxx-Xxxx Palm ----------------------------------- Name: Xxxx Xxxx & Xxx-Xxxx Palm --------------------------------- Title: General Partners -------------------------------- VIKING INVESTORS OF SOUTHERN CALIFORNIA II, a California limited partnership By: Viking Partners, a general partnership By: /s/ Xxxx Xxxx & /s/ Xxx-Xxxx Palm ---------------------------------- Name: Xxxx Xxxx & Xxx-Xxxx Palm --------------------------------- Title: General Partners --------------------------------

Deposit as Liquidated Damages. IF FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE SOLELY BY REASON OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERPURCHASER AND SELLER IS READY, ESCROW HOLDERWILLING AND ABLE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT DEPOSIT, AND OPTION DEPOSIT, IF ANY, HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT DAMAGES AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF A DEFAULT ON THE PART OF BUYERSALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE ATTORNEY'S FEES RECOVERABLE PURSUANT TO SECTION 10.15 OR THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER THAN PARTY DUE TO (A) THE ADDITIONAL OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ GAK Seller's Initials /s/ WNF ----------------- --------------- /s/ RM --------------- /s/ DA -----------------

Deposit as Liquidated Damages. IF EXCEPT AS OTHERWISE ----------------------------- SPECIFICALLY SET FORTH HEREIN AND PROVIDED THAT SELLER IS NOT IN MATERIAL BREACH HEREOF AND PROVIDED FURTHER THAT ALL CLOSING CONDITIONS IN FAVOR OF BUYER HEREIN HAVE BEEN SATISFIED, THE DEPOSIT (BUT NOT THE INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF AS A DEFAULT UNDER THIS AGREEMENT ON THE PART RESULT OF BUYER'S FAILURE, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER REFUSAL OR BUYER, SHALL PAY INABILITY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGESDO SO. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE THREE HUNDRED AND FIFTY THOUSAND DOLLAR ($350,000) NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT , AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. NOTWITHSTANDING THE FORGOING, THIS SECTION 1.6 SHALL NOT LIMIT THE DAMAGES RECOVERABLE BY SELLER RESULTING FROM A DEFAULT ON THE PART OF BUYER, BREACH OTHER THAN SUCH FAILURE, REFUSAL OR INABILITY BY BUYER TO PURCHASE THE ADDITIONAL PROPERTY. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, BUYER AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. PULLMAN CARNEGIE ASSOCIATES, XXXXXX REALTY, L.P., a Delaware a California limited partnership limited partnership By: Bay-Santa Xxx Partners, By: XXXXXX REALTY CORPORATION, a a California limited partnership, its Maryland corporation, its General General Partner partner By: Bay Development Corporation By: /s/ Xxxxxxx X. Xxxxxx a California corporation, its --------------------------- General Partner Name: Xxxxxxx X. Xxxxxx --------------------------- Its: Executive Vice President -------------------------- By: /s/ Xxxxxx X. Xxxxxxxxx ------------------------- Name: Xxxxxx X. Xxxxxxxxx Its: President

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.55.2, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES IN THE EVENT OF A DEFAULT BY BUYER.

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE SOLELY AS THE RESULT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, HOLDER SHALL PROMPTLY PAY OVER TO SELLER THE XXXXXXX MONEY DEPOSIT AND SELLER SHALL BE ENTITLED TO RETAIN THE XXXXXXX MONEY DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THEREFORE, IF, AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, BUYER BREACHES THIS AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT. ON RECEIPT AND RETENTION BY SELLER OF THE XXXXXXX MONEY DEPOSIT, THIS AGREEMENT SHALL TERMINATE AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITY HEREUNDER. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE XXXXXXX MONEY DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.. ---------------------------- ----------------------------------- Buyer Seller

Deposit as Liquidated Damages. IF FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE SOLELY BY REASON OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERPURCHASER AND SELLER IS READY, ESCROW HOLDERWILLING AND ABLE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THEN THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT DAMAGES AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF A DEFAULT ON THE PART OF BUYERSALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER THAN PARTY DUE TO (A) THE ADDITIONAL OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials __________ Seller's Initials __________

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD (AS DEFINED BELOW), IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE BY REASON OF A BUYER'S MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERAGREEMENT, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE THE SALE IS NOT. CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT OF A DEFAULT ON SHALL THIS SECTION 1.6 LIMIT THE PART OF BUYERDAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6. BELOW, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. XXXXXX REALTY, L.P., TRIPLE NET PROPERTIES, L.L.C., a Delaware limited partnership a Virginia limited liability company By: XXXXXX REALTY CORPORATION, a Maryland corporation, its General Partner By: ------------------------------ Name: Xxxxxxx X. Xxxxxxxx Title: Chairman and Chief Executive Officer By: ------------------------------ Name: Xxxxxxx Xxxxxx Title: Executive Vice President By: ------------------------------ Name: Xxxxx X. Rogese Title: Senior Vice President and Treasurer

Deposit as Liquidated Damages. IF IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDERHOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW. IF ESCROW IS CANCELLED, WITHOUT ANY FURTHER INSTRUCTION THEN SELLER WILL THEREUPON BE RELEASED FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER ITS OBLIGATIONS UNDER THIS AGREEMENT. THE DEPOSIT AND WILL BE RETAINED BY SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES, BUYER SHALL DELIVER TO SELLER ALL OF THE MATERIALS REQUIRED TO BE DELIVERED TO SELLER PURSUANT TO SECTION 3.2, AND ESCROW HOLDER IS HEREBY AUTHORIZED AND INSTRUCTED TO RELEASE THE DEPOSIT TO SELLER. ESCROW HOLDER IS HEREBY RELIEVED OF LIABILITY FOR SO RELEASING THE DEPOSIT TO SELLER. IF BUYER ATTEMPTS TO INTERFERE WITH THE RELEASE OF THE DEPOSIT BY ESCROW HOLDER TO SELLER, THEN SELLER WILL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM BUYER. IN THE EVENT OF A DEFAULT BY BUYER AS AFORESAID, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS DEPOSIT, THE ACTUAL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES AND BUYER’S DELIVERY OF THE MATERIALS DESCRIBED IN SECTION 3.2 (IF ANY) HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE PARTIES' REASONABLE ESTIMATE OF TERMS HEREOF AND CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677 AND WILL CONSTITUTE SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S ’S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER PROVIDED THE DEPOSIT IS RELEASED TO SELLER AS AFORESAID. THE PAYMENT OF SUCH AMOUNT 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 2.3, BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF A DEFAULT BY BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF AND INDEMNITY BY BUYER UNDER IN SECTION 3.2, THE CONFIDENTIALITY PROVISIONS OF SECTION 12.22 AND THE PROVISIONS OF SECTIONS 5.39.3 AND 12.21 (HEREAFTER “SURVIVING OBLIGATIONS”) WILL NOT BE LIMITED, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE IMPAIRED OR OTHERWISE AFFECTED BY ANY TERMINATION OF THIS AGREEMENT.AGREEMENT OR ANY LIQUIDATED DAMAGES RECEIVED BY SELLER PURSUANT TO THIS SECTION 2.3 AS A RESULT OF SUCH DEFAULT. SELLER: BUYER:

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE BY REASON OF A BUYER'S DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERAGREEMENT, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT , SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT OF A DEFAULT ON SHALL THIS SECTION 1.6 LIMIT THE PART OF BUYERDAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6. BELOW, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. /s/ [Illegible] /s/ [Illegible] ------------------------ ----------------------- SELLER'S INITIALS BUYER'S INITIALS

Deposit as Liquidated Damages. IF FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF FOR ANY REASON OTHER THAN A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYERAS THE RESULT OF PURCHASER EXERCISING ITS RIGHT TO TERMINATE UNDER SECTION 7.1 BELOW, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL INTEREST EARNED THEREON CONDITIONS PRECEDENT TO CLOSING HAVE WAIVED OR SATISFIED, THEN SELLER SHALL BE ENTITLED TO DRAW DOWN THE LETTER OF CREDIT AS LIQUIDATED DAMAGES, AND THE DEPOSIT, AND EXTENSION DEPOSIT(S), IF ANY, SHALL BE REFUNDED TO PURCHASER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THEREFORE BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.SEPARATELY INITIALLING

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE BY REASON OF A (i) BUYER’S DEFAULT UNDER THIS AGREEMENT ON WHICH IS NOT CURED WITHIN THE PART CURE PERIOD SPECIFIED IN SECTION 6.1, OR (ii) FAILURE OF BUYERTHE CONDITION SET FORTH IN SECTIONS 4.9(c) or (d) TO BE SATISFIED, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THEN THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE DELIVERED TO SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE RECOGNIZE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED AS A RESULT OF SUCH A BUYER DEFAULT BY BUYER WOULD OR FAILURE OF THE CONDITION SET FORTH IN SECTIONS 4.9(c) or (d) TO BE SATISFIED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT ’S DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT ’S SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE AS A RESULT OF SUCH A BUYER’S DEFAULT OR FAILURE OF THE CONDITION SET FORTH IN SECTIONS 4.9(c) or (d) TO BE SATISFIED, BOTH AT LAW AND IN EQUITY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT OR THE “OTHER TRANSACTION DOCUMENTS” (AS DEFINED IN SECTION 10.6 HEREOF) OR BY REASON OF A DEFAULT THE OTHER PARTY’S OBLIGATION TO PAY THE PREVAILING PARTY’S ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 10.17 HEREOF. BY SEPARATELY EXECUTING THIS SECTION 1.6. BELOW OR ON THE PART OF BUYERNEXT PAGE, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOFTHAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT, WHICH OBLIGATIONS WAS EXECUTED. THE PROVISIONS OF THIS SECTION 1.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. HCP, INC., a Maryland corporation By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Its: Executive Vice President G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC, a Delaware limited liability company By: /s/ Xxxxxxx K S Xxxxxxx Name: Xxxxxxx K S Xxxxxxx Its: Authorized Signatory HCPI/INDIANA, LLC, a Delaware limited liability company, By: HCP, Inc, a Maryland corporation its Managing Member By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Vice President

Deposit as Liquidated Damages. IF IN THE SALE EVENT THAT THE AGREEMENT IS TERMINATED AND THE DEPOSIT IS RECEIVED BY THE WPG PARTIES IN ACCORDANCE WITH SECTION 9.3, SUCH AMOUNT SHALL CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT TO ESTIMATE THE DAMAGE AND HARM THAT SELLER AND WPG WOULD SUFFER UNDER SUCH CIRCUMSTANCES, AND INSOFAR AS A REASONABLE ESTIMATE OF THE PROPERTY AS CONTEMPLATED HEREUNDER TOTAL NET DETRIMENT THAT THE WPG PARTIES WOULD SUFFER UNDER SUCH CIRCUMSTANCES IS NOT CONSUMMATED BECAUSE THE AMOUNT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERDEPOSIT, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY BE ENTITLED TO SELLER RECEIVE THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES, WHICH AMOUNT IS NOT INTENDED TO BE AND IS NOT A PENALTY, AND WHICH SHALL BE THE WPG PARTIES’ SOLE AND EXCLUSIVE REMEDY (EXCEPT WITH RESPECT TO THE PROVISIONS OF THIS AGREEMENT THAT BY THEIR TERMS SURVIVE THE TERMINATION OF SUCH AGREEMENT). IF THE WPG PARTIES ARE RELEASED PURSUANT TO THIS SECTION, PURCHASERS SHALL DELIVER AN INSTRUMENT CONFIRMING SUCH RELEASE PROMPTLY UPON DEMAND OF SELLER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THEY HAVE READ AND UNDERSTOOD THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S ABOVE PROVISION COVERING LIQUIDATED DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH SUCH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENTLIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED.

Deposit as Liquidated Damages. IF FROM AND AFTER THE EXPIRATION OF THE APPROVAL DATE, EXCEPT WHERE THIS AGREEMENT PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF FOR ANY REASON EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER(II) A TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE 7, SHALL PAY TO SELLER OR (III) THE FAILURE OF A CONDITION PRECEDENT IN SECTION 4.6, THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO CLOSE. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOWSEPARATELY INITIALING THIS SECTION, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT ’S DAMAGES AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AGAINST BUYER PURCHASER IN THE EVENT THE CLOSING (AS DEFINED IN SECTION 4.1) DOES NOT OCCUR. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT OR THIRD PARTY CLAIMS ARISING OUT OF A DEFAULT ON OR RELATING TO THIS CONTRACT OR THE PART OF BUYER, OTHER THAN PROPERTY. PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER HEREBY WAIVES ANY AND ALL BENEFITS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3389. Seller’ Initial /s/ MJH Purchaser’s Initial /s/ TMM

Deposit as Liquidated Damages. IF AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE BY REASON OF A BUYER’S DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYERAGREEMENT, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND (INCLUDING ALL INTEREST EARNED THEREON FROM THE INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE THE SALE IS NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY PLACING THEIR SIGNATURES SEPARATELY EXECUTING THIS SECTION 1.7 BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT ’S DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER'S RETENTION OF THE DEPOSIT ’S SOLE AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT. IN ADDITION, IN THE EVENT OF A DEFAULT ON BUYER’S DEFAULT, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE PART FOREGOING, IN NO EVENT SHALL THIS SECTION 1.7 LIMIT THOSE DAMAGES SPECIFICALLY PROVIDED IN THIS AGREEMENT TO BE RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT OR BY REASON OF BUYERTHE OTHER PARTY’S OBLIGATION TO PAY THE PREVAILING PARTY’S ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 10.16 HEREOF. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.7 BELOW, OTHER THAN BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b)ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE TERMINATION CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. KADIMA MEDICAL PROPERTIES, LLC, GAHC3 INDEPENDENCE MOB PORTFOLIO, a Delaware limited liability company LLC, a Delaware limited liability company By: /s/ Joshua Dolgin By: Griffin-American Healthcare REIT III By: /s/ Juda Chetrit Holdings, LP, a Delaware lxxxxxx partnership Its: Sole Member Xx: Xxiffin-American Healthcare REIT III, Inc., a Maryland corporation Its: General Partner By: /s/ Danny Prosky Name: Danny Prosky Title: Xxxxxxxnt and Chief Operating Xxxxcer

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF DUE TO A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL BE ENTITLED TO RETAIN THE XXXXXXX MONEY DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THEREFORE, IF, AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN CONDITIONS IN BUYER'S CONTROL), BUYER BREACHES THIS AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE XXXXXXX MONEY DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYERBUYER AND SELLER HEREBY WAIVES ANY OTHER REMEDY INCLUDING BUT NOT LIMITED TO A SUIT FOR DAMAGES OR SPECIFIC PERFORMANCE. Seller: The PRICE REIT, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3INC. Dated: April 11, 5.51997 By: /XXXXXX XXXXXXXX/ ----------------- Its: Senior Executive Vice President Buyer: WESTRUST ASSET MANAGEMENT, 15.2(b)INC. a California corporation Dated: April 17, AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.1997 By: /XXXXXXX XXXXXXXX/ ------------------ Its: President

Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES IN THE EVENT OF A DEFAULT BY BUYER.