Common use of IN THE EVENT Clause in Contracts

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT OF DEVELOPER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT BY BUYERAGREEMENT, THROUGH NO FAULT OR UPON A DEVELOPER EVENT OF SELLERDEFAULT, AS DEFINED IN THIS AGREEMENT, THE XXXXXXX MONEY SHALL CITY AND THE DEVELOPER AGREE THAT THE CITY WILL SUSTAIN DAMAGES, AND THAT CITY'S ACTUAL DAMAGES WOULD BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, IMPRACTICABLE OR EXTREMELY DIFFICULT TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERDETERMINE. THE PARTIES ACKNOWLEDGE THEREFORE AGREE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD OF DEVELOPER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR UPON A DEVELOPER EVENT OF DEFAULT, AS DEFINED IN THIS AGREEMENT, AND WHERE THE CITY IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE CITY, AS THE CITY'S SOLE AND EXCLUSIVE REMEDY, SHALL BE EXTREMELY DIFFICULT OR IMPRACTICABLE ENTITLED TO DETERMINETHE DEVELOPER DEPOSIT AND TO FORECLOSE UNDER THE DEED OF TRUST AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR ENTERING INTO THIS AGREEMENT. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPONRESULTING DAMAGES WILL BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN, AND THEREFORE, THE PARTIES AGREE AFTER NEGOTIATIONNEGOTIATION BETWEEN THEM THAT FORECLOSURE ON THE PROJECT SITE AND RETENTION OF THE DEVELOPER DEPOSIT, AS LIQUIDATED DAMAGES, WILL BE AN APPROPRIATE FORM OF COMPENSATION TO THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED CITY. BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER PLACING THEIR INITIALS IN THE EVENT OF A DEFAULT BY BUYER; PROVIDEDSPACE BELOW, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION BOTH PARTIES AGREE TO THE LIQUIDATED DAMAGES SET FORTH ABOVE. IN THE XXXXXXX MONEY LETTEREVENT OF A DEVELOPER EVENT OF DEFAULT OR FAILURE IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHERE THE CITY IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (A) FOLLOWING THE CITY'S FORECLOSURE UNDER THE DEED OF TRUST AND RECEIPT OF THE DEVELOPER DEPOSIT, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE DEVELOPER AND CITY HEREUNDER SHALL TERMINATE (EXCEPT THOSE PROVISIONS SPECIFIED TO SURVIVE THE TERMINATION OF THIS AGREEMENT), AND (B) DEVELOPER SHALL RETURN PROMPTLY TO THE CITY ALL DOCUMENTS AND INSTRUMENTS. THE FORECLOSURE OF THE DEED OF TRUST AND 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 THE CITY PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE CITY HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. THE CITY AND THE DEVELOPER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

IN THE EVENT. THAT THE SALE ALL OF THE CONDITIONS TO ------------------ BUYER'S OBLIGATION TO PURCHASE THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER HAVE BEEN SATISFIED OR WAIVED AND BUYER DOES NOT PURCHASE THE PROPERTY, PROVIDED SELLER HAS PERFORMED EACH AND EVERY OBLIGATION ON ITS PART TO PERFORM HEREUNDER, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT FORTHWITH AND WITHOUT FURTHER OBLIGATIONS TO BUYER AND TO OBTAIN IMMEDIATE DISBURSEMENT OF AND TO RETAIN THE DEPOSIT THEN HELD BY ESCROW HOLDER. SUCH RETENTION OF THE DEPOSIT IS NOT CONSUMMATED BECAUSE OF INTENDED AS A DEFAULT UNDER THIS AGREEMENT BY BUYERFORFEITURE OR PENALTY, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, BUT INSTEAD IS INTENDED TO SELLER AS CONSTITUTE LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERSELLER. THE PARTIES ACKNOWLEDGE THAT SELLER'S THE ACTUAL DAMAGES IN THE EVENT WHICH WOULD RESULT TO SELLER AS A RESULT OF A DEFAULT BY BUYER SUCH FAILURE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEESTABLISH. THEREFOREIN ADDITION, BUYER DESIRES TO HAVE A LIMITATION PUT UPON ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT THAT THIS TRANSACTION SHALL FAIL TO CLOSE. BY PLACING THEIR SIGNATURES BELOWRESPECTIVE INITIALS IN THE SPACES HEREINAFTER PROVIDED, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF UPON A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE BUYER UNDER THE TERMINATION TERMS OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE PROSECUTION OR DEFENSE AMOUNT OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF THE DEPOSIT. INITIALS: /s/ SCT /s/ RTR ----------- -------------- BUYER SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.Section 11.13

IN THE EVENT. THAT THE SALE STOCKHOLDER FAILS TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYERSECTION 1, THROUGH NO FAULT OF SELLERSTOCKHOLDER INDIVIDUALLY HEREBY GRANTS TO, AND APPOINTS, PARENT, THE XXXXXXX MONEY SHALL PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. STOCKHOLDER INTENDS THIS PROXY TO BE IMMEDIATELY PAID IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKE ANY PROXY PREVIOUSLY GRANTED BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT SUCH STOCKHOLDER WITH RESPECT TO THE XXXXXXX MONEY LETTER. COVERED SHARES IF AND ONLY TO THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN EXTENT SUCH PROXY RELATES TO THE EVENT OF A DEFAULT MATTERS COVERED BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE CLAUSE (Aa) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERSECTION 1.

IN THE EVENT. THAT BUYER FAILS IN THE ---------------- PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER FOLLOWING THE CONTINGENCY DATE BUT PRIOR TO THE CLOSE OF ESCROW, OR IN THE EVENT THAT THE SALE CLOSE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE ESCROW SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AGREEMENT. THEREFORE, IN THE EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SELLER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT, TO IMMEDIATELY PAID BY TITLE COMPANYTERMINATE THIS AGREEMENT UPON SUCH DEFAULT, ON BEHALF IN WHICH CASE THE SELLER SHALL RETAIN ANY PORTION OF BUYER, THE DEPOSIT AND/OR THE APRIL 20 DEPOSIT ALREADY RELEASED TO SELLER AS LIQUIDATED DAMAGES AND BUYER SHALL NOT BE ENTITLED TO RECOVER ANY OF ITS DUE DILIGENCE EXPENSES PURSUANT TO THE XXXXXXX MONEY LETTERARTICLE 4 ABOVE. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL THE PAYMENT OF SUCH LIQUIDATED DAMAGES IN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE EVENT MEANING OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT CALIFORNIA CIVIL CODE SECTION 3275 OR IMPRACTICABLE 3369, BUT IS INTENDED TO DETERMINECONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. SELLER WAIVES ALL OTHER REMEDIES AGAINST BUYER FOR BUYER'S FAILURE TO CONSUMMATE CLOSE ESCROW, INCLUDING ANY RIGHT TO SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTION 1680 OR ANY OTHER APPLICABLE LAW. BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION PROVISIONS OF THIS AGREEMENT OR (B) THE RECOVERY OF SECTION 6.2 AND BY THEIR INITIALS BELOW AGREE TO BE BOUND BY ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.TERMS ________________ Buyer's Initials Seller's Initials

IN THE EVENT. THAT OF A BREACH BY THE SALE MANAGING MEMBER OF ITS COVENANTS SET FORTH IN SECTION 7.1.B(10), SECTION 7.3.B(1), SECTION 7.3.C(1) (BUT NOT IN THE CASE OF A BREACH OF SECTION 7.3.C(1) AS A RESULT OF AN EVENT OR TRANSACTION DESCRIBED IN CODE SECTION 1033 UNLESS THE AMOUNT OF GAIN OR INCOME RECOGNIZED AS A RESULT OF ANY SUCH EVENT OR TRANSACTION, INCLUDING, WITHOUT LIMITATION, GAIN RECOGNIZED AS A RESULT OF A DEEMED DISTRIBUTION PURSUANT TO CODE SECTION 752, EXCEEDS $1,000,000), SECTION 7.3.C(2) (BUT ONLY IF THE BREACH OF SECTION 7.3.C(2) RESULTS IN THE RECOGNITION OF GAIN OR INCOME FOR FEDERAL INCOME TAX PURPOSES IN EXCESS OF $1,000,000) OR SECTION 10.2.B HEREOF (COLLECTIVELY, A "LIQUIDATED DAMAGES BREACH") WITHOUT LIMITING ANY OF THEIR RIGHTS TO GAINS, PROFITS, LOSSES, DISTRIBUTIONS, GUARANTEED PAYMENTS, PAYMENTS UNDER SECTION 5.5 OR OTHER PAYMENTS UNDER THIS AGREEMENT, THE MANAGING MEMBER SHALL PAY TO THE HOLDERS, IN PROPORTION TO THEIR LLC UNITS OUTSTANDING AT THE TIME OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE LIQUIDATED DAMAGES BREACH, AN AMOUNT COMPUTED BY MULTIPLYING $8,666,666 BY THE ADJUSTED HOLDER PERCENTAGE AT THE TIME OF THE LIQUIDATED DAMAGES BREACH (THE "LIQUIDATED DAMAGE AMOUNT"). THE LIQUIDATED DAMAGE AMOUNT SHALL BE PAID TO THE HOLDERS PROMPTLY UPON RECEIPT BY THE MANAGING MEMBER OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, WRITTEN DEMAND FOR PAYMENT FROM THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERNON-MANAGING MEMBER REPRESENTATIVE. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE AND AGREE THAT THE OBLIGATION OF THE MANAGING MEMBER UNDER THIS SECTION 7.3.G IS INTENDED TO BE A DIRECT OBLIGATION OF THE MANAGING MEMBER AND NOT A DIRECT OR INDIRECT OBLIGATION OF THE COMPANY. NO PAYMENT PURSUANT TO THIS SECTION 7.3.G SHALL BE CONSIDERED A COMPANY PAYMENT TO A HOLDER OR SHALL HAVE ANY EFFECT ON A HOLDER'S CAPITAL ACCOUNT, OR BE CONSIDERED A "GUARANTEED PAYMENT" UNDER CODE SECTION 707(C). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE HOLDERS MAY NOT SEEK EQUITABLE RELIEF WITH RESPECT TO ANY LIQUIDATED DAMAGES BREACH. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT SELLER'S THE HOLDERS' ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER LIQUIDATED DAMAGES BREACH WOULD BE EXTREMELY DIFFICULT OR DIFFICULT, COSTLY, INCONVENIENT AND IMPRACTICABLE TO DETERMINEDETERMINE AND PROVE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES FURTHER ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS FOREGOING PAYMENTS SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; LIQUIDATED DAMAGES BREACH. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIQUIDATED DAMAGE AMOUNT IS A REASONABLE SUM CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE TOTAL LIQUIDATED DAMAGE AMOUNT TO THE RANGE OF POSSIBLE HARM TO THE HOLDERS AND THEIR DIRECT AND INDIRECT OWNERS, INCLUDING THE EFFECT OF POSSIBLE ADDITIONAL OR ACCELERATED STATE AND FEDERAL INCOME TAXES THAT REASONABLY COULD BE ANTICIPATED. THE PARTIES HERETO FURTHER ACKNOWLEDGE AND AGREE THAT PAYMENT OF THE LIQUIDATED DAMAGE AMOUNT IS THE SOLE AND EXCLUSIVE REMEDY AGAINST THE MANAGING MEMBER ARISING FROM A LIQUIDATED DAMAGES BREACH, PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN THAT THE HOLDERS SHALL PRECLUDE (A) SELLER BE ENTITLED TO RECOVER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS MANAGING MEMBER REASONABLE ATTORNEYS' FEES INCURRED IN CONNECTION WITH ANY BREACH BY THE MANAGING MEMBER OF ITS OBLIGATION TO PAY THE LIQUIDATED DAMAGE AMOUNT HEREUNDER, AND COSTS IN THAT THE PROSECUTION HOLDERS SHALL BE ENTITLED TO RECEIVE, AND THE MANAGING MEMBER SHALL BE REQUIRED TO PAY, THE LIQUIDATED DAMAGE AMOUNT ONLY ONCE, NO MATTER HOW MANY LIQUIDATED DAMAGE BREACHES MAY HAVE OCCURRED OR DEFENSE MAY OCCUR. UPON PAYMENT OF THE LIQUIDATED DAMAGE AMOUNT BY THE MANAGING MEMBER PURSUANT TO THIS SECTION 7.3.G, ALL RIGHTS OF THE HOLDERS TO RECEIVE ANY ACTION BROUGHT FURTHER PAYMENTS UNDER THIS SECTION 7.3.G ON ACCOUNT OF OTHER OR FUTURE LIQUIDATED DAMAGE BREACHES SHALL CEASE. PAYMENT OF THE LIQUIDATED DAMAGE AMOUNT BY THE MANAGING MEMBER SHALL NOT CONSTITUTE A BREACH OF THE OBLIGATIONS OF THE MANAGING MEMBER UNDER ANY PROVISIONS OF THIS AGREEMENT, IF SELLER IS ENTITLED INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION OF THE MANAGING MEMBER TO RECEIVE SAMEAVOID TAKING ANY ACTION THAT WILL RESULT IN THE RECOGNITION OF INCOME TO THE NON-MANAGING MEMBERS. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS PROVISION COVERING LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE AND THAT THEY SHALL HAVE NO RECOURSE IN THE EVENT OF AND NOT IN ADDITION TO A LIQUIDATED DAMAGES BREACH PROVIDED THAT THE HOLDERS RECEIVE THE LIQUIDATED DAMAGE AMOUNT AS LIQUIDATED DAMAGES SET FORTH AT THE TIME AND IN THE XXXXXXX MONEY LETTER.MANNER PROVIDED IN THIS SECTION 7.3.G. FURTHER, NOTWITHSTANDING THE FOREGOING, THE HOLDERS

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYERON THE PART OF PURCHASER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SELLERS SHALL BE IMMEDIATELY PAID BY TITLE COMPANYENTITLED TO RETAIN THE DEPOSIT, ON BEHALF OF BUYERTOGETHER WITH ANY INTEREST EARNED THEREON, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERAS ITS SOLE REMEDY IF THIS AGREEMENT IS TERMINATED AS A RESULT OF SUCH DEFAULT. THE PARTIES ACKNOWLEDGE HAVE AGREED THAT SELLER'S SELLERS' ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES PARTIES' REASONABLE ESTIMATE OF SELLER'S SELLERS' DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S SELLERS' EXCLUSIVE REMEDY AGAINST BUYER PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF THAT THIS TRANSACTION DOES NOT CLOSE DUE TO A DEFAULT BY BUYER; PROVIDEDUNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE FOREGOING PROVISIONS SHALL NOT, HOWEVER, NOTHING CONTAINED HEREIN LIMIT IN ANY WAY SELLERS' ENFORCEMENT OF THE INDEMNITIES PROVIDED IN PARAGRAPHS 5 AND 17 WHICH SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.INITIALS: Sellers: ________________________ Purchaser: _______________________

IN THE EVENT. THAT OF ANY LOSS OR DAMAGE TO CUSTOMER ARISING FROM UNIBILL'S ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN BILLING SERVICES, UNIBILL MUST BE NOTIFIED IN WRITING AND GIVEN THE SALE OPPORTUNITY TO RESOLVE EACH SUCH PROBLEM IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.6 ABOVE. CUSTOMER AGREES IT SHALL TAKE ALL REASONABLE STEPS TO COLLECT ALL AMOUNTS DUE AFTER ANY REBILLING, SUPPLEMENTAL BILLING OR ANY OTHER ACTION BY UNIBILL TO RESOLVE SUCH ERROR, OMISSION, INTERRUPTION, DELAY OR OTHER PROBLEM. IN THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE EVENT CUSTOMER CLAIMS AMOUNTS DUE UNDER THE PROVISIONS OF A DEFAULT UNDER THIS AGREEMENT SECTION AFTER TAKING SUCH REASONABLE EFFORTS, CUSTOMER SHALL ALSO PROVIDE UNIBILL WITH ALL DOCUMENTATION REASONABLY REQUIRED BY BUYER, THROUGH NO FAULT UNIBILL TO ESTABLISH THE AMOUNT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERLOSS CLAIMED. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT ANY PAYMENT OF MONEY DAMAGES BY BUYER WOULD UNIBILL HEREUNDER TO CUSTOMER, CUSTOMER AGREES TO EXECUTE AND DELIVER TO UNIBILL ANY AND ALL DOCUMENTS AS MAY BE EXTREMELY DIFFICULT OR IMPRACTICABLE REQUIRED TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, SUBROGATE UNIBILL TO ALL OF THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE RIGHTS OF SELLER'S DAMAGES FOR BUYER'S FAILURE CUSTOMER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT COLLECT ANY AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 ALL AMOUNTS DUE WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERCONSTITUTE SUCH DAMAGES.

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND and 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.. BUYER: _________________ SELLER: ___________________

IN THE EVENT. OF ANY LITIGATION WITH RESPECT TO THIS NOTE, EACH MAKER WAIVES (TO THE EXTENT PERMITTED BY LAW) THE RIGHT TO A TRIAL BY JURY, ALL RIGHTS OF SETOFF AND RIGHTS TO INTERPOSE COUNTERCLAIMS AND CROSS-CLAIMS (UNLESS SUCH SETOFF, COUNTERCLAIM OR CROSS-CLAIM COULD NOT, BY REASON OF ANY APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE INTERPOSED, PLEADED OR ALLEGED IN ANY OTHER ACTION). EACH MAKER HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF ILLINOIS AND OF ANY FEDERAL COURT LOCATED IN THE CITY OF CHICAGO IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. IN ANY SUCH ACTION OR PROCEEDING, EACH MAKER WAIVES (TO THE EXTENT PERMITTED BY LAW) PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT SERVICE THEREOF MAY BE MADE BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT CERTIFIED OR REGISTERED MAIL. EACH MAKER HEREBY WAIVES (TO THE XXXXXXX MONEY LETTER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT EXTENT PERMITTED BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (BLAW) THE RECOVERY DEFENSES OF ITS ATTORNEYS' FEES FORUM NON CONVENIENS AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENTIMPROPER VENUE. This Note may not be modified or amended except by an agreement in writing signed by the party to be charged. This Note shall be governed by, IF SELLER IS ENTITLED TO RECEIVE SAMEand interpreted in accordance with, the laws of the State of New York and shall be binding upon the successors and assigns of the Maker and inure to the benefit of the Payee and its successors, endorsees and assigns. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.ATTEST: FACTORY CARD & PARTY OUTLET CORP. (f/k/a Factory Card Outlet Corp.) By: /s/ Gary Rada ------------------------------------

IN THE EVENT. OF A BREACH BY THE COMPANY OR BY A HOLDER, OF ANY OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, EACH HOLDER OR THE COMPANY, AS THE CASE MAY BE, IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS GRANTED BY LAW AND UNDER THIS AGREEMENT, INCLUDING RECOVERY OF DAMAGES, WILL BE ENTITLED TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS AGREEMENT. THE COMPANY AND EACH HOLDER AGREE THAT THE SALE MONETARY DAMAGES WOULD NOT PROVIDE ADEQUATE COMPENSATION FOR ANY LOSSES INCURRED BY REASON OF A BREACH BY IT OF ANY OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE PROVISIONS OF A DEFAULT UNDER THIS AGREEMENT BY BUYERAND HEREBY FURTHER AGREES THAT, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF ANY ACTION FOR SPECIFIC PERFORMANCE IN RESPECT OF SUCH BREACH, IT SHALL WAIVE THE DEFENSE THAT A DEFAULT BY BUYER REMEDY AT LAW WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEADEQUATE. THEREFORENO PIGGYBACK ON REGISTRATIONS. EXCEPT AS SET FORTH ON SCHEDULE 6(B) ATTACHED HERETO, BY PLACING THEIR SIGNATURES BELOW, NEITHER THE PARTIES ACKNOWLEDGE THAT COMPANY NOR ANY OF ITS SECURITY HOLDERS (OTHER THAN THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS HOLDERS IN SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE SECURITIES OF THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER COMPANY IN THE EVENT OF A DEFAULT BY BUYER; PROVIDEDREGISTRATION STATEMENT OTHER THAN THE REGISTRABLE SECURITIES. OTHER THAN THE HOLDERS, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING NO PERSON HAS ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE RIGHT TO CAUSE THE TERMINATION OF THIS AGREEMENT OR (B) COMPANY TO EFFECT THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN REGISTRATION UNDER THE PROSECUTION OR DEFENSE SECURITIES ACT OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAMESECURITIES OF THE COMPANY. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF COMPANY SHALL NOT FILE ANY OTHER REGISTRATION STATEMENTS UNTIL THE REGISTRATION STATEMENT REQUIRED HEREUNDER IS DECLARED EFFECTIVE BY THE COMMISSION, PROVIDED THAT THIS SECTION 6(B) SHALL NOT PROHIBIT THE COMPANY FROM FILING ANY REGISTRATION STATEMENT ON FORM F-1 OR F-4 IN CONNECTION WITH THE MERGER BETWEEN THE COMPANY AND NOT IN ADDITION SHELLCO OR AMENDMENTS TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERREGISTRATION STATEMENTS ALREADY FILED.

IN THE EVENT. THAT PURCHASER TERMINATES THIS PURCHASE CONTRACT FOLLOWING THE SALE FEASIBILITY PERIOD FOR ANY REASON OTHER THAN SELLER'S INABILITY TO CONVEY TITLE AS REQUIRED BY THIS PURCHASE CONTRACT, OR DEFAULTS HEREUNDER ON OR PRIOR TO THE CLOSING DATE AND CONSUMMATION OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS CLOSING DOES NOT CONSUMMATED BECAUSE OCCUR BY REASON OF A SUCH TERMINATION OR DEFAULT BY PURCHASER, SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, SELLER AND PURCHASER HEREBY AGREE THAT, EXCEPT FOR THE PURCHASER'S OBLIGATIONS TO SELLER UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLERSECTION 5.3, THE XXXXXXX MONEY REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER TERMINATES THIS PURCHASE CONTRACT OR DEFAULTS HEREUNDER ON OR PRIOR TO THE CLOSING DATE IS AND SHALL BE IMMEDIATELY PAID BY TITLE COMPANYBE, ON BEHALF AS SELLER'S SOLE REMEDY (WHETHER AT LAW OR IN EQUITY), THE RIGHT TO RECEIVE FROM THE ESCROW AGENT AND RETAIN THE FULL AMOUNT OF BUYER, TO SELLER THE DEPOSIT. THE PAYMENT AND PERFORMANCE OF THE ABOVE AS LIQUIDATED DAMAGES PURSUANT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAW AND IS INTENDED TO SETTLE ALL ISSUES AND QUESTIONS ABOUT THE AMOUNT OF DAMAGES SUFFERED BY SELLER IN THE APPLICABLE EVENT, EXCEPT ONLY FOR DAMAGES UNDER SECTION 5.3 ABOVE, IRRESPECTIVE OF THE TIME WHEN THE INQUIRY ABOUT SUCH DAMAGES MAY TAKE PLACE. UPON ANY SUCH FAILURE BY PURCHASER HEREUNDER, THIS PURCHASE CONTRACT SHALL BE TERMINATED, AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE XXXXXXX MONEY LETTER. OTHER, EXCEPT FOR THE PARTIES ACKNOWLEDGE THAT SELLERPURCHASER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE OBLIGATIONS TO DETERMINE. THEREFORESELLER UNDER SECTION 5.3 ABOVE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT RIGHT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE COLLECT SUCH LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTEREXTENT NOT THERETOFORE PAID BY PURCHASER.

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED BUYER'S DEFAULT ------------------------- HEREUNDER PRIOR TO CLOSING WHICH IS NOT CONSUMMATED BECAUSE CURED WITHIN TEN (10) DAYS OF A DEFAULT UNDER THIS AGREEMENT NOTICE THEREOF, PROVIDED ALL CONDITIONS SET FORTH IN SECTION 3.1 HAVE BEEN SATISFIED OR --- WAIVED BY BUYER, THROUGH NO FAULT SELLER MAY ELECT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, EITHER (A) TO CLOSE THIS TRANSACTION, BUT ONLY IF BUYER IS WILLING TO PROCEED TO CLOSING (I.E., SELLER SHALL NOT HAVE THE RIGHT OF SPECIFIC PERFORMANCE), AND TO RESERVE SELLER'S REMEDY TO SEEK DAMAGES FOR SUCH BREACH AS SET FORTH IN SECTION 16.3 OR (B) TO TERMINATE BUYER'S OBLIGATION TO BUY, AND SELLER'S OBLIGATION TO ---- SELL, THE PROPERTY PURSUANT TO THIS AGREEMENT. IF SELLER SHALL ELECT THE LATTER REMEDY (I.E., CLAUSE (B)) AND IF BUYER'S DEFAULT IS MATERIAL, SELLER, THE XXXXXXX MONEY AT ITS ELECTION, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE IMMEDIATELY PAID BY TITLE COMPANYENTITLED TO THREE HUNDRED THOUSAND DOLLARS ($300,000) (THE DEPOSIT) PLUS INTEREST EARNED THEREON, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERDAMAGES. THE PARTIES ACKNOWLEDGE AGREE THAT SELLER'S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A MATERIAL DEFAULT BY BUYER BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE HAVE BEEN AGREED UPON AFTER NEGOTIATION BETWEEN THE PARTIES. THE PARTIES AGREE THAT THIS PROVISION IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS MADE. __________________ __________________ INITIALS ON BEHALF INITIALS ON BEHALF OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.SELLER OF BUYER

IN THE EVENT. THAT PURCHASER FAILS TO COMPLETE THE SALE ------------------ PURCHASE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS HEREIN DUE TO THE DEFAULT BY PURCHASER (AND NOT CONSUMMATED BECAUSE DUE TO A FAILURE OF A DEFAULT UNDER THIS AGREEMENT BY BUYERCONDITION PRECEDENT IN FAVOR OF PURCHASER) TO PERFORM ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, THROUGH NO FAULT OF SELLERWILLING AND ABLE TO CONSUMMATE THE SALE CONTEMPLATED HEREIN, PURCHASER AND SELLER HEREBY AGREE THAT THE XXXXXXX MONEY DEPOSIT (TO THE EXTENT MADE) SHALL BE IMMEDIATELY PAID TO AND RETAINED BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT DAMAGES. SUBJECT TO THE XXXXXXX MONEY LETTER. THIS SECTION BELOW, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A DEFAULT HEREUNDER BY BUYER PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, SUBJECT TO THIS SECTION BELOW, BY PLACING THEIR SIGNATURES INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY AMOUNT OF THE DEPOSIT (TO THE EXTENT MADE) HAS BEEN AGREED UPON, AFTER NEGOTIATIONNEGOTIATION AND TAKING INTO CONSIDERATION ALL CIRCUMSTANCES EXISTING AS OF THE AGREEMENT DATE, AS THE PARTIES PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE AS WELL AS THE RELATIONSHIP OF THE SUM TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED RANGE OF HARM TO SELLER THAT COULD BE ANTICIPATED AND, SUBJECT TO THIS SECTION BELOW, SUCH SUM SHALL BE PAID TO AND RETAINED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND SELLER AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT BY BUYER; PROVIDEDPURCHASER IN PURCHASING THE PROPERTY UNDER THIS AGREEMENT ON THE PART OF PURCHASER. NOTWITHSTANDING THE FOREGOING, HOWEVERTHE SURVIVING OBLIGATIONS (AS DEFINED IN THIS AGREEMENT) SHALL NOT BE LIMITED, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING IMPAIRED OR OTHERWISE AFFECTED BY ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) ANY LIQUIDATED DAMAGES RECEIVED BY SELLER PURSUANT TO THIS SECTION AS A RESULT OF PURCHASER'S DEFAULT. AS TO THE RECOVERY OF ITS ATTORNEYS' FEES SURVIVING OBLIGATIONS, SELLER SHALL RETAIN THE RIGHT TO SEEK AND COSTS OBTAIN ANY AND ALL ADDITIONAL REMEDIES AVAILABLE AT LAW AND IN THE PROSECUTION EQUITY AND SHALL NOT BE LIMITED OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. AFFECTED BY THE LIQUIDATED DAMAGES SET FORTH HEREIN PAID TO AND RETAINED BY SELLER PURSUANT TO THIS SECTION. IN PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE ARE DUPLICATIVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF AND NOT IN ADDITION TO THE THIS LIQUIDATED DAMAGES SET FORTH IN PROVISION AT THE XXXXXXX MONEY LETTERTIME THIS AGREEMENT WAS MADE.

IN THE EVENT. THAT ASSIGNEE FAILS TO PAY THE SALE ENTIRE FINAL PAYMENT TO ASSIGNOR ON OR BEFORE THE FINAL PAYMENT DATE (AS THE SAME MAY BE EXTENDED IN ACCORDANCE WITH SECTION 2.3(B) OF THE PROPERTY PURCHASE AGREEMENT (A “PAYMENT DEFAULT”), THEN AS ------------------ CONTEMPLATED HEREUNDER PROVIDED IN THE PURCHASE AGREEMENT AND THIS ASSIGNMENT (COLLECTIVELY, THE “CLOSING DOCUMENTS”) SHALL BE VOID AB INITIO AND SELLER, AS THAT TERM IS DEFINED IN THE PURCHASE AGREEMENT, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVE THE RIGHT TO RETAIN THE INITIAL PAYMENT AND THE EXTENSION PAYMENT (IF PAID) AS LIQUIDATED DAMAGES, PROVIDED THAT SELLER IS NOT CONSUMMATED BECAUSE IN BREACH OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT ANY OF SELLERTHE CLOSING DOCUMENTS. FOLLOWING ANY PAYMENT DEFAULT, THE XXXXXXX MONEY PARTIES SHALL CONTINUE TO BE IMMEDIATELY PAID BY TITLE COMPANYMEMBERS OF THE COMPANY AND HAVE ALL RIGHTS, ON BEHALF OF BUYER, TO SELLER INTERESTS AND OBLIGATIONS AS LIQUIDATED DAMAGES PURSUANT TO ARE SET FORTH IN THE XXXXXXX MONEY LETTEROPERATING AGREEMENT. THE PARTIES ACKNOWLEDGE ASSIGNEE AND ASSIGNOR AGREE THAT SELLER'S ASSIGNEE’S ACTUAL DAMAGES IN THE EVENT OF A PAYMENT DEFAULT BY BUYER ASSIGNEE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE AND IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES DETERMINE AND SAID LIQUIDATED DAMAGES SUM SPECIFIED ABOVE ARE REASONABLE ESTIMATE ESTIMATES OF SELLER'S ’S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE SUCH PAYMENT DEFAULT UNDER THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS PURCHASE AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.

IN THE EVENT. THAT THE SALE TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE BY REASON OF BUYER’S DEFAULT (ALL CONDITIONS BENEFITING BUYER UNDER SECTION 4 HAVING BEEN SATISFIED OR WAIVED IN WRITING), THEN THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY ESCROW DEPOSIT SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, DELIVERED TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES PURSUANT UNDER AND IN CONNECTION WITH THIS AGREEMENT, AND IN SUCH EVENT, BUYER SHALL NOT BE LIABLE TO SELLER FOR MONETARY DAMAGES EXCEPT FOR FORFEITURE OF THE XXXXXXX MONEY LETTERESCROW DEPOSIT (AND AS PROVIDED UNDER THOSE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT). IN CONNECTION WITH 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 BELOWFOREGOING, THE PARTIES ACKNOWLEDGE RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE ADDITIONAL PROPERTY AGREEMENTS WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER A RESULT OF BUYER’S BREACH OR DEFAULT. IN THE EVENT THE SALE CONTEMPLATED HEREBY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S DEFAULT, THEN THE RETENTION OF THE ESCROW DEPOSIT SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT BY REASON OF SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PARTIES SHALL TAKE SUCH ACTION AS MAY BE REQUIRED TO CAUSE THE ESCROW DEPOSIT TO BE DELIVERED TO SELLER. NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY, IF ANY OF THE TRANSACTIONS PROVIDED FOR HEREUNDER SHALL FAIL TO CLOSE BY REASON OF BUYER’S DEFAULT, SELLER SHALL HAVE FULLY PERFORMED OR (B) THE RECOVERY HAVE TENDERED FULL PERFORMANCE OF ITS ATTORNEYS' FEES OBLIGATIONS HEREUNDER AND COSTS SHALL BE READY, WILLING AND ABLE TO CLOSE AND SELLER HAS GIVEN BUYER WRITTEN NOTICE TO BUYER OF ITS ELECTION TO PROCEED UNDER THIS SENTENCE WITHIN THIRTY (30) DAYS AFTER SUCH DEFAULT, THEN SELLER SHALL BE ENTITLED TO SPECIFICALLY ENFORCE THIS AGREEMENT (AND SELLER SHALL NOT, AS TO THE PENDING TRANSFER OF AN INTEREST IN THE PROSECUTION PROPERTY, BE ENTITLED TO THE FOREGOING LIQUIDATED DAMAGES BY REASON OF SUCH DEFAULT OF BUYER, OR DEFENSE TO BRING ANY OTHER ACTION, FOR DAMAGES OR OTHERWISE, EXCEPT FOR DAMAGES CUSTOMARILY AVAILABLE IN SPECIFIC PERFORMANCE ACTIONS RESULTING FROM A DELAY IN THE CLOSING, PROVIDED, FURTHER, THAT SUCH SPECIFIC PERFORMANCE ACTION SHALL BE FILED AND PROSECUTED PURSUANT TO AN ARBITRATION PROCEEDING UNDER SECTION 10 OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER./s/ SD /s/ KT Seller’s Initials Buyer’s Initials

IN THE EVENT. THAT THE SALE ALL OF THE ------------------ CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS HAVE BEEN SATISFIED OR WAIVED AND BUYER DOES NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER PURCHASE THE PROPERTY, PROVIDED SELLER HAS PERFORMED EACH AND EVERY OBLIGATION ON ITS PART TO PERFORM HEREUNDER, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY BUYERFORTHWITH AND WITHOUT FURTHER OBLIGATIONS TO BUYER AND TO OBTAIN IMMEDIATE DISBURSEMENT OF AND TO RETAIN THE DEPOSIT AND, THROUGH NO FAULT OF SELLERPROVIDED THE CLOSING DATE HAS ---------------------------------- BEEN EXTENDED TO THE EXTENDED CLOSING DATE, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID EXTENSION DEPOSIT ----------------------------------------------------------------- THEN HELD BY TITLE COMPANY. SUCH RETENTION OF THE DEPOSIT AND THE ------------- --------------- EXTENSION DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY, ON BEHALF OF BUYER, BUT ----------------- INSTEAD IS INTENDED TO SELLER AS CONSTITUTE LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERSELLER. THE PARTIES ACKNOWLEDGE THAT SELLER'S THE ACTUAL DAMAGES IN THE EVENT WHICH WOULD RESULT TO SELLER AS A RESULT OF A DEFAULT BY BUYER SUCH FAILURE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEESTABLISH. THEREFOREIN ADDITION, BUYER DESIRES TO HAVE A LIMITATION PUT UPON ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT THAT THIS TRANSACTION SHALL FAIL TO CLOSE. BY PLACING THEIR SIGNATURES BELOWRESPECTIVE INITIALS IN THE SPACES HEREINAFTER PROVIDED, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF UPON A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE BUYER UNDER THE TERMINATION TERMS OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE PROSECUTION OR DEFENSE AMOUNT OF ANY ACTION BROUGHT UNDER THIS AGREEMENTTHE DEPOSIT AND, IF SELLER IS ENTITLED TO RECEIVE SAME. PROVIDED THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION CLOSING DATE HAS BEEN --------------------------------------- EXTENDED TO THE LIQUIDATED DAMAGES SET FORTH IN EXTENDED CLOSING DATE, THE XXXXXXX MONEY LETTER.EXTENSION DEPOSIT. ------------------------------------------------------------ SCT RTR ------------- ------------- INITIALS: BUYER SELLER

IN THE EVENT. THAT OF A BREACH BY THE SALE LESSEE BEYOND ANY APPLICABLE NOTICE AND/OR GRACE PERIOD OF ITS COVENANTS WITH RESPECT TO ENVIRONMENTAL MATTERS, THE LESSOR MAY, IN ITS SOLE DISCRETION, DO ANY ONE OR MORE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE FOLLOWING (THE EXERCISE OF A DEFAULT ONE RIGHT OR REMEDY UNDER THIS AGREEMENT BY BUYERLEASE NOT PRECLUDING THE SIMULTANEOUS OR SUBSEQUENT TAKING OF ANY OTHER RIGHT HEREUNDER): 7.18.1. CAUSE THE CLEAN-UP OF ANY HAZARDOUS SUBSTANCE OR OTHER ENVIRONMENTAL CONDITION ON OR UNDER THE LEASED PROPERTY, THROUGH NO FAULT OR BOTH, AT THE LESSEE'S COST AND EXPENSE; OR 7.18.2. PAY ON BEHALF OF SELLERTHE LESSEE ANY DAMAGES, COSTS, FINES OR PENALTIES IMPOSED ON THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANYLESSEE AS A RESULT OF ANY REGULATORY ACTIONS; OR 7.18.3. PAY, ON BEHALF OF BUYERTHE LESSEE, TO SELLER ANY DAMAGES, COSTS, FINES OR PENALTIES IMPOSED ON THE LESSEE AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERA RESULT OF ANY THIRD PARTY CLAIMS; OR 7.18.4. 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 ACKNOWLEDGE DEMAND THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS LESSEE MAKE IMMEDIATE PAYMENT OF ALL OF THE PARTIES REASONABLE ESTIMATE COSTS OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE SUCH CLEAN-UP AND/OR EXERCISE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THIS CLAUSE 7.16 INCURRED BY THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF LESSOR AND NOT IN ADDITION PAID BY THE LESSEE AS OF THE DATE OF SUCH DEMAND WHETHER OR NOT SUCH SUMS WERE ADDED TO THE LIQUIDATED DAMAGES SET FORTH IN INDEBTEDNESS SECURED BY THIS LEASE (AND WHETHER OR NOT ANY COURT HAS ORDERED THE XXXXXXX MONEY LETTER.CLEAN-UP) AND SUCH COSTS SHALL BECOME IMMEDIATELY DUE AND PAYABLE, WITHOUT NOTICE. ENVIRONMENTAL INDEMNITIES

IN THE EVENT. THAT FNC SHOULD BE LIABLE TO WWT FOR ANY MATTER RELATING TO OR ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON ACTION OR CLAIM IN CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, EQUITY, INDEMNITY, NEGLIGENCE, INTENDED CONDUCT, TORT OR OTHERWISE, THE SALE AMOUNT OF DAMAGES RECOVERABLE AGAINST FNC OR ANY OF ITS AFFILIATES FOR ALL EVENTS, ACTS OR OMISSIONS WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO FNC BY WWT FOR THE SPECIFIC ITEM OF FNC PRODUCT GIVING RISE TO SUCH DAMAGES (EXCLUDING PAYMENTS FOR TAXES OR COSTS AND EXPENSES). IN NO EVENT WILL FNC OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF INCOME, PROFITS, COST-SAVINGS, GOODWILL OR BUSINESS, REGARDLESS OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE FORM OF A DEFAULT UNDER THIS AGREEMENT BY BUYERACTION, THROUGH WHETHER IN CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, EQUITY, INDEMNITY, NEGLIGENCE, INTENDED CONDUCT, TORT OR OTHERWISE, EVEN IF FNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL EVENT WILL FNC BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, LIABLE TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERWWT'S CUSTOMERS. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT PROVISIONS OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SECTION 15 WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF FOR ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERREASON.

IN THE EVENT. THAT OF A DIRECT CONFLICT BETWEEN THE SALE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT AGREEMENT, IT IS THE INTENTION OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH DOCUMENTS SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYERREAD TOGETHER AND CONSTRUED, TO SELLER AS LIQUIDATED DAMAGES PURSUANT THE FULLEST EXTENT POSSIBLE, TO THE XXXXXXX MONEY LETTERBE IN CONCERT WITH EACH OTHER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOWRESOLVED AS AFORESAID, THE PARTIES ACKNOWLEDGE THAT TERMS AND PROVISIONS OF THE XXXXXXX MONEY HAS BEEN AGREED UPONCREDIT AGREEMENT SHALL CONTROL AND GOVERN. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AFTER NEGOTIATIONTHE PLEDGE GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE PURSUANT TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, TO BE DATED ON OR ABOUT THE DATE HEREOF (AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC., NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, [Novelis Term Bond Pledge] NOVELIS UK LTD, NOVELIS AG, AV METALS INC. (“HOLDINGS”), THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS REVOLVING CREDIT ADMINISTRATIVE AGENT AND REVOLVING CREDIT COLLATERAL AGENT (AS SUCH TERMS ARE DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS TERM LOAN ADMINISTRATIVE AGENT AND TERM LOAN COLLATERAL AGENT (AS SUCH TERMS ARE DEFINED IN THE INTERCREDITOR AGREEMENT), AND CERTAIN OTHER PERSONS WHICH MAY BE OR BECOME PARTIES THERETO OR BECOME BOUND THERETO FROM TIME TO TIME. IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAMETHE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. THE LIQUIDATED DAMAGES SET FORTH EXCEPT AS PROVIDED FOR IN THIS SECTION, NOTWITHSTANDING ANYTHING HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN CONTRARY, THE XXXXXXX MONEY LETTERCREDIT AGREEMENT, INCLUDING SECTION 11.19 THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.

IN THE EVENT. THAT BUYER FAILS TO PURCHASE THE PROPERTY AFTER (I) ALL OF THE CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE THE PROPERTY SHALL HAVE BEEN SATISFIED, OR WAIVED IN WRITING BY BUYER AND (II) THE SELLER SHALL HAVE PERFORMED, TENDERED (OR OFFERED TO TENDER) PERFORMANCE OF ITS OBLIGATIONS, THEN THE DEPOSIT SHALL BE PAID BY TITLE COMPANY TO SELLER AS LIQUIDATED DAMAGES. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER'S DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THE AMOUNT OF THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE UNDER THE FOREGOING CONDITIONS, AND IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT THE SALE SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER IN THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE EVENT OF SUCH A DEFAULT UNDER BREACH OF THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF . ----------------------------- ---------------------------- BUYER SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.

IN THE EVENT. THAT PURCHASER FAILS TO COMPLETE THE SALE ------------------ PURCHASE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS HEREIN DUE TO THE DEFAULT BY PURCHASER (AND NOT CONSUMMATED BECAUSE DUE TO A FAILURE OF A DEFAULT UNDER THIS AGREEMENT BY BUYERCONDITION PRECEDENT IN FAVOR OF PURCHASER) TO PERFORM ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, THROUGH NO FAULT OF SELLERWILLING AND ABLE TO CONSUMMATE THE SALE CONTEMPLATED HEREIN, PURCHASER AND SELLER HEREBY AGREE THAT THE XXXXXXX MONEY DEPOSIT (TO THE EXTENT MADE) SHALL BE IMMEDIATELY PAID TO AND RETAINED BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT DAMAGES. SUBJECT TO THE XXXXXXX MONEY LETTER. THIS SECTION BELOW, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A DEFAULT HEREUNDER BY BUYER PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, SUBJECT TO THIS SECTION BELOW, BY PLACING THEIR SIGNATURES INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY AMOUNT OF THE DEPOSIT (TO THE EXTENT MADE) HAS BEEN AGREED UPON, AFTER NEGOTIATIONNEGOTIATION AND TAKING INTO CONSIDERATION ALL CIRCUMSTANCES EXISTING AS OF THE AGREEMENT DATE, AS THE PARTIES PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE AS WELL AS THE RELATIONSHIP OF THE SUM TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED RANGE OF HARM TO SELLER THAT COULD BE ANTICIPATED AND, SUBJECT TO THIS SECTION BELOW, SUCH SUM SHALL BE PAID TO AND RETAINED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND SELLER AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT BY BUYER; PROVIDEDPURCHASER IN PURCHASING THE PROPERTY UNDER THIS AGREEMENT ON THE PART OF PURCHASER. NOTWITHSTANDING THE FOREGOING, HOWEVERTHE SURVIVING OBLIGATIONS (AS DEFINED IN THIS AGREEMENT) SHALL NOT BE LIMITED, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING IMPAIRED OR OTHERWISE AFFECTED BY ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) ANY LIQUIDATED DAMAGES RECEIVED BY SELLER PURSUANT TO THIS SECTION AS A RESULT OF PURCHASER'S DEFAULT. AS TO THE RECOVERY OF ITS ATTORNEYS' FEES SURVIVING OBLIGATIONS, SELLER SHALL RETAIN THE RIGHT TO SEEK AND COSTS OBTAIN ANY AND ALL ADDITIONAL REMEDIES AVAILABLE AT LAW AND IN THE PROSECUTION EQUITY AND SHALL NOT BE LIMITED OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. AFFECTED BY THE LIQUIDATED DAMAGES SET FORTH HEREIN PAID TO AND RETAINED BY SELLER PURSUANT TO THIS SECTION. IN PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE ARE DUPLICATIVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.THIS

IN THE EVENT. THAT EMPLOYEE SHALL FAIL TO FULLY REIMBURSE THE SALE COMPANY FOR ANY AMOUNTS ADVANCED BY EITHER OF THEM TO EMPLOYEE PURSUANT TO THIS SECTION 12, WITHIN 10 DAYS AFTER THE SAME SHALL BE DUE AND PAYABLE AND WRITTEN DEMAND THEREFOR SHALL HAVE BEEN MADE, EMPLOYEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD IN PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR EMPLOYEE AND TO CONFESS AND ENTER JUDGMENT AGAINST EMPLOYEE AND IN FAVOR OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, COMPANY FOR THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, FULL AMOUNT OWED TO SELLER AS LIQUIDATED DAMAGES THE COMPANY PURSUANT TO THIS SECTION 12, WHICH AMOUNT MAY BE BEST ESTABLISHED BY AFFIDAVIT OF AN OFFICER OF THE XXXXXXX MONEY LETTERCOMPANY TOGETHER WITH ANY UNPAID INTEREST THEREON, COSTS OF THE SUIT, AND AN ATTORNEYS' FEE FOR COLLECTION OF 10% OF THE THEN-TOTAL OUTSTANDING AMOUNTS OF ANY ADVANCES MADE TO EMPLOYEE PURSUANT TO THIS SECTION 12. THIS WARRANT OF ATTORNEY SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS MANY TIMES AND IN AS MANY JURISDICTIONS AS MAY BE NECESSARY TO SECURE FULL SATISFACTION OF ANY AMOUNTS DUE TO THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN COMPANY PURSUANT TO THIS SECTION 12. SUCH POWERS MAY BE EXERCISED DURING AS WELL AS AFTER THE EVENT EXPIRATION OR TERMINATION OF A DEFAULT BY BUYER WOULD THE TERM AND DURING AND AT ANY TIME AFTER ANY EXTENSION OR RENEWAL OF THE TERM OF THIS AGREEMENT. JUDGMENT HEREUNDER MAY BE EXTREMELY DIFFICULT CONFESSED ON THE ORIGINAL OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE PHOTOCOPIES OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS JUDGMENT OR JUDGMENTS CONFESSED HEREUNDER SHALL BE WITHOUT ANY STAY OF EXECUTION, ALL OF WHICH IS HEREBY WAIVED. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT, EMPLOYEE HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS EMPLOYEE HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR A HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE STATE OF PENNSYLVANIA. IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 NEGOTIATING AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER EXECUTING THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAMEEMPLOYEE HAS BEEN REPRESENTED BY SEPARATE COUNSEL AND FULLY UNDERSTANDS THE LEGAL EFFECT HEREOF. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO ANY RIGHTS GRANTED HEREUNDER, THE LIQUIDATED DAMAGES SET FORTH COMPANY SHALL HAVE ALL THE RIGHTS AND REMEDIES GRANTED BY APPLICABLE LAW, ALL OF WHICH SHALL BE CUMULATIVE AND CONCURRENT, AND SHALL BE IN THE XXXXXXX MONEY LETTERADDITION TO EVERY OTHER SUCH RIGHT OR REMEDY.

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND and 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.

IN THE EVENT. THAT PURCHASER SHOULD FAIL TO CONSUMMATE THE SALE TRANSACTION CONTEMPLATED HEREIN FOR ANY REASON, EXCEPT (1) DEFAULT OR BREACH BY SELLER; (2) THE FAILURE OF ANY OF SELLER'S OBLIGATIONS UNDER SECTION 10 ABOVE TO BE SATISFIED OR WAIVED BY PURCHASER, OR (3) THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE FAILURE OF A DEFAULT ANY PURCHASER CONDITION TO CLOSING SET FORTH UNDER SECTION 8 ABOVE, SELLER MAY TERMINATE THIS AGREEMENT BY BUYERGIVING PROMPT WRITTEN NOTICE THEREOF TO PURCHASER AND AS ITS SOLE AND EXCLUSIVE REMEDY, THROUGH NO FAULT OF SELLERIN SUCH EVENT, THE XXXXXXX MONEY PURCHASER SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, LIABLE TO SELLER AS FOR LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT AMOUNT OF A DEFAULT BY BUYER THE DEPOSIT AND ALL ACCRUED INTEREST THEREON ONLY AND THE TITLE COMPANY SHALL PAY THE DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, AND NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE WITH ANY DEGREE OF CERTAINTY THE AMOUNT AND EXTENT OF DETRIMENT TO SELLER IF PURCHASER SHOULD FAIL OR IMPRACTICABLE REFUSE TO DETERMINEPERFORM ACCORDING TO THE TERMS OF THIS AGREEMENT. THEREFOREACCORDINGLY, THE SELLER AND PURCHASER HEREBY AGREE THAT FORFEITURE OF THE DEPOSIT AND ALL ACCRUED INTEREST THEREON SHALL BE CONSIDERED TO BE A FAIR AND REASONABLE AMOUNT UNDER SUCH CIRCUMSTANCES AND SELLER'S SOLE AND EXCLUSIVE REMEDY. BY PLACING THEIR SIGNATURES BELOWINITIALS 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 PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION CONSEQUENCES OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERPROVISION. PURCHASER: ________________ SELLER: ______________________ 16. Attorney's Fees. Should either Seller or Purchaser employ an attorney or attorneys to enforce any of the provisions hereof or to protect its interest in any matter arising under this Agreement or to recover damages for the breach of this Agreement, the losing party agrees to pay the prevailing party all reasonable costs, charges, and expenses, including reasonable attorney's fees, expended or incurred by it in connection therewith. 17. Brokerage Commissions. Each party represents to the other that no broker other than Xxxx Xxxxxxxx of Xxxxxx & Millichap has been involved in this transaction. At the Closing, Seller shall pay each of such broker a real estate commission pursuant to a separate agreement. Seller and Purchaser agree that if any claim for brokerage commissions are ever made against Seller or Purchaser in connection with this transaction, all claims shall be handled and paid by the party whose actions or alleged commitments form the basis of such claim. Seller agrees to indemnify, defend and hold Purchaser harmless from any loss, liability, damage, cost, or expense (including, without limitation, reasonable attorney's fees) paid or incurred by Purchaser by reason of any claim to any broker's, finder's, or other fee in connection with this transaction by any party claiming by, through, or under Seller. Except as provided in the foregoing sentence, Purchaser agrees to indemnify, defend and hold Seller harmless from any loss, liability, damage, cost or expense (including, without limitation, reasonable attorney's fees) paid or incurred by Seller by reason of any claim to any broker's, finder's, or other fee in connection with this transaction by any party claiming by, through, or under Purchaser, which obligation of each party shall survive the Closing. 18.

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER TO BUYER IS NOT CONSUMMATED BECAUSE AS A RESULT OF A BUYER’S BREACH OR DEFAULT UNDER THIS AGREEMENT, SELLER, BY WRITTEN NOTICE TO BUYER, SHALL MAKE DEMAND FOR PERFORMANCE, AND IF BUYER SHALL FAIL TO PERFORM WITHIN FIVE BUSINESS DAYS AFTER DELIVERY OF SUCH DEMAND, SELLER MAY TERMINATE THIS AGREEMENT. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF BUYER’S BREACH OR DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 BELOWIN THE EVENT SELLER SO TERMINATES THIS AGREEMENT DUE TO A BUYER’S BREACH OR DEFAULT UNDER THIS AGREEMENT AFTER BUYER DELIVERS AN APPROVAL NOTICE PURSUANT TO SECTION 3.2, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPONHAVE AGREED, AFTER NEGOTIATION, AS THAT THE PARTIES DEPOSIT SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE RIGHT TO DAMAGES AND THAT THIS SUM REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE ACTUAL DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER SELLER WOULD INCUR IN THE EVENT OF A BUYER’S BREACH OR DEFAULT BY UNDER THIS AGREEMENT. SELLER WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE AND ALL CLAIMS FOR OTHER DAMAGES OTHER THAN ANY INDEMNIFICATION OBLIGATIONS OF BUYER OR RELIEF AT LAW OR IN EQUITY, INCLUDING ANY RIGHTS SELLER MAY HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE CALIFORNIA CIVIL CODE RELATING TO BUYER; PROVIDED, HOWEVER’S BREACH OR DEFAULT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 THIS SECTION WILL AFFECT SELLER’S RIGHTS TO RECOVER ATTORNEYS’ FEES AND 11.5 WHICH SURVIVE THE TERMINATION EXPENSES IN ACCORDANCE WITH SECTION 10.7 OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING OR AFFECT SELLER’S RIGHTS AND REMEDIES WITH RESPECT TO RECEIVE SAMEANY OBLIGATION OF BUYER TO INDEMNIFY SELLER. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH BY INITIALING IN THE XXXXXXX MONEY LETTERSPACES WHICH FOLLOW, SELLER AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THIS SECTION 8.3 GOVERNING LIQUIDATED DAMAGES.

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE ANY LOSSES OR DAMAGES SUFFERED BY ANYONE FOR OR ARISING OUT OF A DEFAULT UNDER THIS AGREEMENT BY BUYER(I) ANY LACK OR LOSS OF USE OF ANY AIRCRAFT, THROUGH NO FAULT OF SELLEREQUIPMENT, THE XXXXXXX MONEY BOMBARDIER PARTS, VENDOR PARTS, SPARE PARTS, GROUND SUPPORT EQUIPMENT, TECHNICAL PUBLICATIONS OR DATA OR (II) ANY SERVICES TO BE PROVIDED HEREUNDER, OR (III) FOR ANY FAILURE TO PERFORM ANY OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT HAVE ANY OBLIGATION FOR LIABILITY TO THE XXXXXXX MONEY LETTER. OTHER (AT LAW OR IN EQUITY), WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION, WARRANTY), IN TORT (INCLUDING THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF BOMBARDIER OR ITS AFFILIATES), OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENTKIND OR NATURE. ARTICLE 20 - ASSIGNMENT This Agreement may be assigned only as follows: 20.1 Either party may assign, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERsell, transfer or dispose of (in whole or in part) any of its rights and obligations hereunder to a wholly owned subsidiary or affiliate provided that there is no increase to the liability and/or responsibility of the non-assigning party and that the assigning party remains jointly and severally liable with any assignee for the performance of its obligation under this Agreement. 20.2 With the other party's prior written consent not to be unreasonably withheld, either party may assign, sell, transfer or dispose of (in whole or in part) any of its rights and obligations hereunder to another entity only provided that (i) ------------------------- --------------------------------------------- -------------------- (ii) there is no increase to the liability and/or responsibility of the non assigning party, (iii) assigning party remains jointly and severally liable with any assignee for the performance of its obligation under this Agreement, (iv) the assignment is made only for operational and financial considerations, (v) the assignee shall execute a confidentiality agreement prohibiting the disclosure of confidential information, and (vi) ---------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- ------------------------- 20.3 With Bombardier's prior written consent, not to be unreasonably withheld, Buyer may assign, sell, transfer or dispose of (in whole or in part) any of its rights and obligations hereunder to another entity to which Buyer does not hold majority interest provided that (i) there is no increase to the liability and/or responsibility of Bombardier, (ii) the Buyer remains jointly and severally liable with any assignee for the performance of its obligation under this Agreement, (iii) the assignment is made only for operational and financial considerations, (iv) the shareholders (other than shareholders purchasing stock through arms length, publicly traded transactions) or owners of assignee, other than Buyer, are not engaged in air transportation, (v) the assignee operates or is to operate its business in a fashion that is generally held out and structured to be perceived by people knowledgeable in the industry to be closely affiliated with Buyer or Buyer's parent, (vi) the assignee shall execute a confidentiality agreement prohibiting the disclosure of confidential information, and (vii) the assignee does not compete with the Bombardier Group with respect to the manufacture of aircraft.

IN THE EVENT. OF A BREACH BY THE GENERAL PARTNER, THE PARTNERSHIP OR A HOLDING COMPANY OF ITS OBLIGATIONS UNDER PARAGRAPH 3, 4, 5 or 9 HEREOF, THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE AMOUNT OF MONETARY DAMAGES WHICH THE INDEMNITEES WOULD SUFFER THEREFROM. THEREFORE, THE PARTIES DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE MONETARY DAMAGES THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES INDEMNITEES WOULD SUFFER IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOWTHAT THE GENERAL PARTNER, THE PARTIES ACKNOWLEDGE THAT PARTNERSHIP OR A HOLDING COMPANY DEFAULTS AND FAILS TO PERFORM ITS OBLIGATIONS UNDER PARAGRAPH 3, 4, 5 or 9 IS AND SHALL BE AN AMOUNT EQUAL TO THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, TAX LIABILITY (AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYERDEFINED BELOW) RESULTING FROM SUCH BREACH; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES THAT IF SUCH BREACH IS THE PARTNERSHIP'S OR HOLDING COMPANY'S DISPOSITION AFTER THE END DATE IN VIOLATION OF THE PARTNERSHIP'S OR HOLDING COMPANY'S GOOD FAITH EFFORTS COVENANT SET FORTH IN SECTIONS 8.2PARAGRAPH 4, 8.5THE $5,000,000 LIMITATION SPECIFIED IN THE LAST SENTENCE OF PARAGRAPH 4 SHALL APPLY. THE AMOUNT OF SAID TAX LIABILITY SHALL BE THE FULL, 8.6AGREED AND LIQUIDATED DAMAGES FOR A BREACH THEREOF. THE PARTNERSHIP SHALL PAY THE TAX LIABILITY AMOUNT AT THE TIME AND IN THE MANNER PROVIDED IN THAT CERTAIN TAX REIMBURSEMENT AGREEMENT, 11.2 OF EVEN DATE HEREWITH, BY AND 11.5 WHICH SURVIVE BETWEEN THE TERMINATION PARTNERSHIP AND THE NEW PARTNERS ("TAX REIMBURSEMENT AGREEMENT"). SAID PAYMENT SHALL BE AN EXPENSE OF THE PARTNERSHIP AND SHALL NOT BE CONSIDERED A DISTRIBUTION TO THE UNIT HOLDERS OR INDEMNITEES. NOTHING CONTAINED IN THIS PARAGRAPH 6 SHALL LIMIT THE INDEMNITEES' RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO PARAGRAPH 13, NOR WAIVE OR AFFECT PARTNERSHIP'S OBLIGATIONS UNDER ANY OTHER PROVISION OF THIS AGREEMENT AMENDMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS PARTNERSHIP AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE PARTNERSHIP MAY MAKE PAYMENT TO A UNIT HOLDER OF THE TAX LIABILITY AMOUNT PAYABLE TO SUCH UNIT HOLDER AND NOT IN ADDITION ANY INDEMNITEE CLAIMING BY, THROUGH OR UNDER SUCH UNIT HOLDER AND THE PARTNERSHIP SHALL HAVE NO OBLIGATION OR LIABILITY TO ACCOUNT FOR THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.FURTHER DISTRIBUTION BY UNIT HOLDERS OF AMOUNTS TO INDEMNITEES CLAIMING BY, THROUGH OR UNDER SUCH UNIT HOLDER. ------------------------------- Parties' Initials

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT ------------------ CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, ON THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF PART OF BUYER, SELLER SHALL BE ENTITLED TO SELLER THE DEPOSIT TOGETHER WITH ANY INTEREST EARNED THEREON AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERDAMAGES. THE PARTIES ACKNOWLEDGE HAVE AGREED 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 INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY AMOUNT OF THE DEPOSIT (i.e. $2,675,000) HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF THAT THIS TRANSACTION DOES NOT CLOSE DUE TO A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF UNDER THIS AGREEMENT OR (B) ON THE RECOVERY PART OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE BUYER. THIS LIQUIDATED DAMAGES PARAGRAPH SHALL NOT BE APPLICABLE TO ANY INDEMNIFICATION OBLIGATIONS OF ANY ACTION BROUGHT BUYER UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.EVENT THAT THIS TRANSACTION DOES NOT CLOSE DUE TO A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, SELLER SHALL HAVE NO OBLIGATION TO RETURN TO BUYER ANY EXPENDED PORTION OF BUYER'S SHELL CONTRIBUTION OR BUYER'S INTERIOR IMPROVEMENT CONTRIBUTION OR WHICH IS STILL IN THE BUILDING SHELL FUND OR INTERIOR IMPROVEMENT FUND AS OF THE DATE THIS AGREEMENT IS TERMINATED AS A RESULT OF BUYER'S BREACH OR DEFAULT UNDER THIS AGREEMENT (OR ANY OF THE EXHIBITS ATTACHED HERETO). Buyer's Initials /s/ XXX Seller's Initial /s/ XXX ------- -------

IN THE EVENT. THAT THE SALE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYERAND SHALL BE, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE EVENT OF A DEPOSIT. UPON SUCH DEFAULT BY BUYER; PROVIDEDPURCHASER, HOWEVERSELLER SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE SURVIVING TERMINATION OBLIGATIONS. THE AMOUNT OF THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY SELLER. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY LIMIT SELLER'S REMEDIES SET FORTH AT LAW OR IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION EQUITY AS TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.SURVIVING TERMINATION OBLIGATIONS. /s/ E.W.B. /s/ B.J.W. ----------------------- ----------------------- SELLER'S INITIALS PURCHASER'S INITIALS

IN THE EVENT. THAT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE SALE PURCHASE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OR TO PERFORM ANY COVENANT OR AGREEMENT OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLERBUYER CONTAINED HEREIN, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BUYER EXPRESSLY AGREES THAT THE RETENTION OF THE XXXXXXX MONEY LETTER. BY SELLER REPRESENTS A REASONABLE ESTIMATION OF THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF BUYER'S DEFAULT, THAT ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THAT THIS PROVISION DOES NOT CONSTITUTE A DEFAULT BY 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. IN THIS RESPECT, BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES AND SELLER ACKNOWLEDGE THAT THESE DAMAGES HAVE BEEN SPECIFICALLY NEGOTIATED BETWEEN BUYER AND SELLER AND ARE, INTER ALIA, TO COMPENSATE SELLER FOR TAKING THE PROPERTY OFF THE MARKET AND TO COMPENSATE SELLER FOR ITS COSTS AND EXPENSES ASSOCIATED WITH THIS AGREEMENT. BUYER HEREBY WAIVES THE RIGHTS AND BENEFITS OF ANY LAW, RULE, REGULATION OR ORDER NOW OR HEREAFTER EXISTING THAT WOULD ALLOW BUYER TO CLAIM A REFUND OF THE XXXXXXX MONEY HAS BEEN AGREED UPONAS UNEARNED XXXXXXX MONEY, AFTER NEGOTIATIONA PENALTY OR FOR ANY OTHER REASON. IF, NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH, A COURT DETERMINES THAT SELLER IS NOT ENTITLED TO RETAIN THE ENTIRE XXXXXXX MONEY AS THE PARTIES REASONABLE ESTIMATE A RESULT OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDEDDEFAULT, HOWEVER, NOTHING CONTAINED HEREIN SELLER SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS BE ENTITLED TO RECEIVE SAME. THE LIQUIDATED SEEK ANY AND ALL DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERPROVIDED BY LAW.

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.. BUYER: ________________ SELLER: _________________

IN THE EVENT. THAT LANDLORD AGREES TO PROVIDE ANY ADDITIONAL SERVICES AT THE SALE SPECIFIC REQUEST OF TENANT, WITHOUT IMPLYING ANY OBLIGATION ON THE PART OF LANDLORD TO DO SO, THE PROVISION OF SUCH SERVICES SHALL, UNLESS OTHERWISE SPECIFICALLY AGREED IN WRITING, BE SUBJECT TO THE AVAILABILITY OF BUILDING PERSONNEL, AND, IF THE PROVISION OF ANY SUCH SERVICE REQUIRES LANDLORD TO INCUR ANY OUT-OF-POCKET COST, TENANT SHALL REIMBURSE LANDLORD FOR THE COST OF PROVIDING SUCH SERVICE (PLUS AN ADMINISTRATIVE CHARGE EQUAL TO FIVE PERCENT [5%] OF SUCH COST, PLUS APPLICABLE SALES TAX) WITHIN TEN (10) DAYS FOLLOWING RECEIPT OF AN INVOICE FROM LANDLORD. UNLESS LANDLORD HAS AGREED WITH TENANT TO THE CONTRARY IN WRITING, LANDLORD MAY DISCONTINUE THE PROVISION OF SUCH ADDITIONAL SERVICE AT ANY TIME UPON THIRTY (30) DAYS ADVANCE WRITTEN NOTICE (OR IMMEDIATELY UPON THE OCCURRENCE OF AN EVENT OF DEFAULT). (a) ANY MATERIAL PORTION OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER PREMISES REMAINS UNFIT FOR THE CONDUCT OF TENANT'S BUSINESS BECAUSE LANDLORD FAILS TO DELIVER ANY ESSENTIAL SERVICE (HEREINAFTER DEFINED) FOR ANY PERIOD EXCEEDING ONE HUNDRED TWENTY (120) CONSECUTIVE DAYS AND (b) SUCH FAILURE IS NOT CONSUMMATED BECAUSE CAUSED BY TENANT OR ANY OF A DEFAULT UNDER TENANT'S AGENTS, EMPLOYEES, CONTRACTORS OR INVITEES, TENANT SHALL DIRECT TO TERMINATE THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, LEASE UPON THIRTY (30) DAYS WRITTEN NOTICE TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; LANDLORD (PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN THAT IF LANDLORD IS ABLE TO CAUSE SUCH SERVICE TO BE RESTORED PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION, SUCH TERMINATION SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES BECOME VOID AND WITHOUT FURTHER FORCE OR EFFECT AND THIS LEASE SHALL CONTINUE IN EFFECT UPON THE TERMS AND CONDITIONS SET FORTH HEREIN). FOR PURPOSES HEREOF, THE TERM "ESSENTIAL SERVICE" SHALL MEAN THE PROVISION OF SANITARY SEWER, WATER, ELECTRICITY OR CENTRAL HEAT AND AIR CONDITIONING IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION SEASON TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERPREMISES.

IN THE EVENT. THAT PURCHASER TERMINATES THIS PURCHASE CONTRACT FOLLOWING THE SALE FEASIBILITY PERIOD FOR ANY REASON OTHER THAN (I) SELLER'S INABILITY TO PERFORM AS REQUIRED BY THIS PURCHASE CONTRACT OR (II) THE FAILURE OF A CONDITION PRECEDENT TO PURCHASER'S OBLIGATIONS HEREUNDER, OR DEFAULTS HEREUNDER PRIOR TO THE CLOSING DATE AND CONSUMMATION OF THE PROPERTY CLOSING DOES NOT OCCUR BY REASON OF SUCH TERMINATION OR DEFAULT BY PURCHASER, SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, SELLER AND PURCHASER HEREBY AGREE THAT, EXCEPT FOR THE PURCHASER'S OBLIGATIONS TO SELLER UNDER SECTION 5.3, THE REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER TERMINATES THIS PURCHASE CONTRACT FOLLOWING THE FEASIBILITY PERIOD FOR ANY REASON OTHER THAN SELLER'S INABILITY TO PERFORM AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE REQUIRED BY THIS PURCHASE CONTRACT OR THE FAILURE OF A DEFAULT UNDER THIS AGREEMENT BY BUYERCONDITION PRECEDENT TO PURCHASER'S OBLIGATIONS HEREUNDER, THROUGH NO FAULT OF OR DEFAULTS HEREUNDER PRIOR TO THE CLOSING DATE, IS AND SHALL BE, AS SELLER'S SOLE REMEDY (WHETHER AT LAW OR IN EQUITY), THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF RIGHT TO RECEIVE FROM THE ESCROW AGENT AND RETAIN THE FULL AMOUNT OF BUYER, TO SELLER THE DEPOSIT. THE PAYMENT AND PERFORMANCE OF THE ABOVE AS LIQUIDATED DAMAGES PURSUANT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAW AND IS INTENDED TO SETTLE ALL ISSUES AND QUESTIONS ABOUT THE AMOUNT OF DAMAGES SUFFERED BY SELLER IN THE APPLICABLE EVENT, EXCEPT ONLY FOR DAMAGES UNDER SECTION 5.3 ABOVE, IRRESPECTIVE OF THE TIME WHEN THE INQUIRY ABOUT SUCH DAMAGES MAY TAKE PLACE. UPON ANY SUCH FAILURE BY PURCHASER HEREUNDER, THIS PURCHASE CONTRACT SHALL BE TERMINATED, AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE XXXXXXX MONEY LETTEROTHER, EXCEPT FOR THE PURCHASER'S OBLIGATIONS TO SELLER UNDER SECTION 5.3 ABOVE, AND THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES TO THE EXTENT NOT THERETOFORE PAID BY PURCHASER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLERINITIALS PURCHASER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.INITIALS

IN THE EVENT. THAT THE SALE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT DISPUTE SHOULD ARISE UNDER THIS AGREEMENT, IF THE REPURCHASE FACILITY, ANY OF THE FACILITY PAPERS, OR ANY OTHER ASPECT OF ANY TRANSACTION BETWEEN THE BUYER AND THE SELLER, WHETHER OR NOT SPECIFICALLY RELATING TO ANY OF THE FACILITY PAPERS, SAID DISPUTE OR ANY PORTION THEREOF WILL, AT THE BUYER’S SOLE ELECTION, AS APPLICABLE, BE RESOLVED THROUGH BINDING ARBITRATION IN ORANGE COUNTY, FLORIDA, AND IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. EACH OF THE SELLER AND THE BUYER HEREBY (I) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (II) WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS ENTITLED SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY, BY EACH OF THE SELLER AND THE BUYER, AND THIS WAIVER IS INTENDED TO RECEIVE SAMEENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT OF A JURY TRIAL WOULD OTHERWISE ACCRUE. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE BUYER IS HEREBY AUTHORIZED AND REQUESTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF AND THE FOREGOING WAIVER OF THE RIGHT TO JURY TRIAL. FURTHER, THE SELLER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE BUYER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO ANY STOCKHOLDER, DIRECTOR, OFFICER OR REPRESENTATIVE OF THE SELLER THAT THE BUYER WILL NOT IN ADDITION SEEK TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTERENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

IN THE EVENT. THAT A MORTGAGED PROPERTY IS SUBJECT TO MASTER LEASE TO ONE TENANT, THE SALE BORROWER SHALL HAVE FURNISHED TO THE BANK AN EXECUTED LEASE FOR SUCH MORTGAGED PROPERTY WHICH SHALL HAVE A REMAINING TERM (EXCLUDING OPTIONAL EXTENSION OR RENEWAL PERIODS) ACCEPTABLE TO BANK AND SHALL BE IN A FORM AND CONTENT REASONABLY ACCEPTABLE TO THE BANK IN ALL OTHER RESPECTS, INCLUDING RENTAL AMOUNTS PAYABLE THEREUNDER. SUCH LEASE OR A SEPARATE DOCUMENT FROM THE TENANT WHICH IS PARTY THERETO SHALL INCLUDE THE AGREEMENT OF SUCH TENANT TO SUBORDINATE ITS INTEREST THEREUNDER TO ANY FIRST MORTGAGE OR DEED OF TRUST ON SUCH MORTGAGED PROPERTY UPON THE REQUEST OF THE MORTGAGEE OR THE BENEFICIARY THEREUNDER (A "MORTGAGEE") AND TO ATTORN TO SUCH MORTGAGEE OR ANY PURCHASER OF SUCH MORTGAGED PROPERTY AS ------------------ CONTEMPLATED HEREUNDER AT A FORECLOSURE SALE OR A SALE MADE UNDER ANY POWER OF SALE OR PURSUANT TO A DEED IN LIEU OF FORECLOSURE, PROVIDED THE BANK AGREES TO REASONABLE NON-DISTURBANCE PROVISIONS IF THE TENANT UNDER SUCH LEASE IS NOT CONSUMMATED BECAUSE OF A IN DEFAULT UNDER THIS AGREEMENT BY BUYER, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE XXXXXXX MONEY LETTERBEYOND ANY APPLICABLE CURE PERIOD THEREUNDER. 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 ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE XXXXXXX MONEY LETTER.The Borrower shall use reasonable efforts to attempt to obtain the following provisions in such Lease or separate document:

IN THE EVENT. THAT PURCHASER SHOULD FAIL TO CONSUMMATE THE SALE TRANSACTION CONTEMPLATED HEREIN FOR ANY REASON, EXCEPT DEFAULT BY SELLER OR THE FAILURE OF THE PROPERTY AS ------------------ CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE ANY OF A DEFAULT SELLER'S OBLIGATIONS UNDER SECTION 9 ABOVE TO BE SATISFIED OR WAIVED BY PURCHASER, SELLER MAY TERMINATE THIS AGREEMENT BY BUYERGIVING PROMPT WRITTEN NOTICE THEREOF TO PURCHASER AND AS ITS SOLE AND EXCLUSIVE REMEDY IN SUCH EVENT, THROUGH NO FAULT OF SELLER, THE XXXXXXX MONEY PURCHASER SHALL BE IMMEDIATELY PAID BY TITLE COMPANY, ON BEHALF OF BUYER, TO SELLER AS LIQUIDATED DAMAGES PURSUANT LIABLE TO THE XXXXXXX MONEY LETTER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL SELLER FOR LIQUIDATED DAMAGES IN THE EVENT AMOUNT OF A DEFAULT BY BUYER THE DEPOSIT AND ALL ACCRUED INTEREST THEREON ONLY AND THE TITLE COMPANY SHALL PAY THE DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER. SELLER AND PURCHASER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE WITH ANY DEGREE OF CERTAINTY THE AMOUNT AND EXTENT OF DETRIMENT TO SELLER IF PURCHASER SHOULD FAIL OR IMPRACTICABLE REFUSE TO DETERMINEPERFORM ACCORDING TO THE TERMS OF THIS AGREEMENT. THEREFOREACCORDINGLY, THE SELLER AND PURCHASER HEREBY AGREE THAT FORFEITURE OF THE DEPOSIT AND ALL ACCRUED INTEREST THEREON SHALL BE CONSIDERED TO BE A FAIR AND REASONABLE AMOUNT UNDER SUCH CIRCUMSTANCES AND SELLER'S SOLE AND EXCLUSIVE REMEDY. IN THE EVENT SELLER ELECTS TO TERMINATE THIS AGREEMENT, NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER OBLIGATIONS UNDER THIS AGREEMENT. BY PLACING THEIR SIGNATURES BELOWINITIALS BELOW EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTERD BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES REASONABLE ESTIMATE OF SELLER'S DAMAGES FOR BUYER'S FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ADDITIONAL PROPERTY AGREEMENTS AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL PRECLUDE (A) SELLER FROM PURSUING ANY REMEDIES SET FORTH IN SECTIONS 8.2, 8.5, 8.6, 11.2 AND 11.5 WHICH SURVIVE THE TERMINATION CONSEQUENCES OF THIS AGREEMENT OR (B) THE RECOVERY OF ITS ATTORNEYS' FEES AND COSTS IN THE PROSECUTION OR DEFENSE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT, IF SELLER IS ENTITLED TO RECEIVE SAME. THE LIQUIDATED DAMAGES SET FORTH HEREIN ABOVE ARE DUPLICATIVE OF AND NOT IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH IN THE PROVISION. PURCHASER: ___/s/ XXXX HOPPEN____ SELLER: __/S/ XXXXXXX MONEY LETTERBRANT______ 18. ATTORNEY'S FEES. Should either Seller or Purchaser employ an attorney or attorneys to enforce any of the provisions hereof or to protect its interest in any matter arising under this Agreement or to recover damages for the breach of this Agreement, the losing party agrees to pay the prevailing party all reasonable costs, charges, and expenses, including reasonable attorney's fees, expended or incurred by it in connection therewith.