Common use of LIQUIDATED DAMAGES - DEPOSIT Clause in Contracts

LIQUIDATED DAMAGES - DEPOSIT. IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s Initials

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, BUYER IF THIS AGREEMENT HAS NOT BEEN TERMINATED (OR DEEMED TERMINATED) PRIOR TO THE EXPIRATION OF THE FEASIBILITY PERIOD AND THIS AGREEMENT IS THEREAFTER TERMINATED BY SELLER DUE TO BUYER’S DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT (A “BUYER’S DEFAULT”), SELLER SHALL BE ENTITLED TO RETAIN THE ENTIRE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY -25- DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S DEFAULT AND SELLER DO HEREBY AGREE FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF A BUYER’S DEFAULT, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 14, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. IN CONSIDERATION OF THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW PROVISIONS OF THIS SECTION AND SELLER’S RIGHT TO INDICATE THEIR TERMINATE THIS AGREEMENT WITH AND TO RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES PROVISION CONTAINED AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER AND, PROVIDED SELLER RECEIVES THE ENTIRE AMOUNT OF THE DEPOSIT AS SPECIFIED HEREIN, SELLER WAIVES ANY AND ALL RIGHTS TO SEEK OTHER REMEDIES AGAINST BUYER, INCLUDING WITHOUT LIMITATION, THE RIGHT OF SPECIFIC PERFORMANCE. SUBJECT TO SELLER’S RECEIPT AND RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES AS SPECIFIED IN THIS SECTION, SELLER HEREBY WAIVES THE RIGHT TO SPECIFICALLY ENFORCE BUYER’S OBLIGATION HEREUNDER TO PURCHASE THE PROPERTY (INCLUDING, WITHOUT LIMITATION, A WAIVER OF THE BENEFITS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389). Seller’s Initials Buyer’s Initials__________________________ __________________________ SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF A DEFAULT BY BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT SELLER'S ACTUAL DAMAGES WOULD BE IMPRACTICAL AND IMPRACTICABLE OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF THE DEFAULT BY BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES WHICH IN THE AMOUNT OF ALL OF THE DEPOSIT. IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF BUYER'S DEFAULT, THEN, UPON NOTICE BY SELLER MAY SUFFER. THEREFORE TO BUYER AND ESCROW HOLDER TO THAT EFFECT, (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER DO HEREUNDER AND THE ESCROW CREATED HEREBY AGREE SHALL TERMINATE, (B) ESCROW HOLDER SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, (C) ESCROW HOLDER SHALL DELIVER TO SELLER, PURSUANT TO SELLER'S INSTRUCTIONS, THE DEPOSIT, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, AND (D) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER; PROVIDED, HOWEVER, THAT A REASONABLE ESTIMATE THE FOREGOING SHALL NOT LIMIT SELLER'S RIGHTS OR REMEDIES (1) WITH RESPECT TO THE OBLIGATIONS OF BUYER UNDER SECTIONS 6, 12, 25, AND 29 HEREOF, (2) WITH RESPECT TO THOSE RIGHTS AND OBLIGATIONS THAT, BY THEIR TERMS, SURVIVE THE TOTAL NET DETRIMENT THAT TERMINATION OF THIS AGREEMENT, AND (3) TO RECOVER ATTORNEYS' FEES INCURRED BY SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES DISPUTES ANY TERMINATION BY SELLER HEREUNDER, OR DISPUTES OR INTERFERES WITH ANY ATTEMPT BY SELLER TO CAUSE ESCROW HOLDER TO RELEASE THE DEPOSIT TO SELLER, AND IT IS SUBSEQUENTLY DETERMINED THAT, AS APPLICABLE, SELLER IS RIGHTFULLY ENTITLED TO TERMINATE THIS AGREEMENT IS OR ENTITLED TO RECEIVE SUCH DEPOSIT. SELLER AND SHALL BE, AN AMOUNT EQUAL TO BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION PROVISIONS OF THIS AGREEMENT SECTION 10.1, AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HAVE SET FORTH BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTIONBE BOUND BY ITS TERMS. Seller’s Initials Buyer’s Initials-------------------------- ------------------------ SELLER'S INITIALS BUYER'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN PROPERTY TO BUYER IS NOT CONSUMMATED BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES AND WHEN REQUIRED BY BUYER SHALL THEREUPON BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER UNDER THIS AGREEMENT OTHER THAN FOR INDEMNITIES THAT ARE EXPRESSLY INTENDED TO SURVIVE THE TERMS TERMINATION OF THIS AGREEMENT, BUYER AND SELLER . THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION WILL INCUR AS A RESULT OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES FAIR AND REASONABLE COMPENSATION TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677SELLER. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s Initials.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT AGREEMENT, IF BUYER DEFAULTS IN HAS NOT TERMINATED THE PERFORMANCE AGREEMENT AND IF THE SALE OF THE PROPERTY TO BUYER HAS NOT BEEN CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S DEFAULT UNDER THE AGREEMENT, OR UPON THE OCCURRENCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH DEFAULT OF BUYER UNDER THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, BUYER AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S DEFAULT AND/OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THE AGREEMENT AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS ADDENDUM, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER IN INCUR AS A RESULT OF SUCH DEFAULT AND/OR FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THE EVENT THAT AGREEMENT. ACCORDINGLY, IF BUYER BREACHES THIS AGREEMENT IS AND SHALL INTERFERES WITH OR MAKES ANY ATTEMPT TO INTERFERE WITH SELLER RECEIVING OR RETAINING, AS THE CASE MAY BE, AN AMOUNT EQUAL THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION INCLUDING, WITHOUT LIMITATION, GIVING ANY NOTICE OR INSTRUCTIONS TO ANY ESCROW HOLDER NOT TO DELIVER THE DEPOSIT TO SELLER, SELLER SHALL HAVE THE RIGHT TO RECOVER ITS ATTORNEYS’ FEES AND COSTS OF COLLECTION AND/OR ENFORCEMENT IN ADDITION TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677SELLER. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials (Buyer’s Initials) (Buyer’s Initials) I HAVE READ THIS PARAGRAPH AND I AM INITIALING TO VERIFY THAT I ACCEPT IT AS PART OF THE AGREEMENT

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD AND IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN DUE TO (I) THE NON-SATISFACTION OF A CONDITION TO THE CLOSE OF ESCROW FOR BUYER’S BENEFIT PURSUANT TO SECTION 3.3 HEREOF, (II) A CASUALTY OR CONDEMNATION OF THE PROPERTY, AS PROVIDED IN SECTION 8.3 HEREOF, OR (III) SELLER’S DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSITS AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL EXTREMELY IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR RIGHTS AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED HAVE SET FORTH THEIR INITIALS BELOW TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677INDICATE THEIR AGREEMENT. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT AND IF THE SALE OF THE PROPERTY TO BUYER HAS NOT BEEN CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S DEFAULT UNDER THE AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR RIGHT AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING THE FOREGOING, IF BUYER INTERFERES WITH OR MAKES ANY ATTEMPT TO INTERFERE WITH SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671RECEIVING OR RETAINING, 1676 AND 1677. AS THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH CASE MAY BE, THE LIQUIDATED DAMAGES PROVISION CONTAINED PROVIDED FOR IN THIS SECTION. Seller’s Initials Buyer’s Initials, INCLUDING WITHOUT LIMITATION, GIVING ANY NOTICE OR INSTRUCTIONS TO ESCROW HOLDER NOT TO DELIVER THE DEPOSIT TO SELLER, SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER THE GREATER OF ITS ACTUAL DAMAGES OR THE LIQUIDATED DAMAGES BY GIVING WRITTEN NOTICE TO BUYER AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY, AND SELLER SHALL HAVE THE RIGHT TO REQUIRE THAT BUYER SPECIFICALLY PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT IN WRITING PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD AND BUYER BREACHES OR FAILS TO COMPLY WITH ANY OBLIGATION OR COVENANT OF BUYER CONTAINED HEREIN WITHIN FIVE (5) BUSINESS DAYS OF BUYER’S RECEIPT OF NOTICE OF SUCH BREACH OR FAILURE FOR ANY REASON OTHER THAN (A) SELLER’S MATERIAL DEFAULT UNDER THIS AGREEMENT, OR (B) A TERMINATION PURSUANT TO AND IN ACCORDANCE WITH ANY OF SECTIONS 4.3, 5.1(b), 7.1, 7.2, 10.2 OR 11.2 HEREOF AND BUYER HAS FULLY COMPLIED WITH SUCH SECTIONS, THEN SELLER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITIES TO BUYER UNDER THIS AGREEMENT OR OTHERWISE AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT (INCLUDING ANY INTEREST THEREON) AS SELLER’S LIQUIDATED DAMAGES. IN ADDITION, WITH REGARD TO THE DEPOSIT UNDER THE MIPA (THE “MIPA DEPOSIT”), SECTION 37 OF THIS AGREEMENT APPLIES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR RIGHTS AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677SELLER. THE PARTIES HAVE SET FORTH THEIR SELLER’S INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsBUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, BUYER IF THIS AGREEMENT HAS NOT BEEN TERMINATED (OR DEEMED TERMINATED) PRIOR TO THE EXPIRATION OF THE FEASIBILITY PERIOD AND THIS AGREEMENT IS THEREAFTER TERMINATED BY SELLER DUE TO BUYER’S DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT (A “BUYER’S DEFAULT”), SELLER SHALL BE ENTITLED TO RETAIN THE ENTIRE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S DEFAULT AND SELLER DO HEREBY AGREE FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF A BUYER’S DEFAULT, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 14, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. IN CONSIDERATION OF THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW PROVISIONS OF THIS SECTION AND SELLER’S RIGHT TO INDICATE THEIR TERMINATE THIS AGREEMENT WITH AND TO RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES PROVISION CONTAINED AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER AND, PROVIDED SELLER RECEIVES THE ENTIRE AMOUNT OF THE DEPOSIT AS SPECIFIED HEREIN, SELLER WAIVES ANY AND ALL RIGHTS TO SEEK OTHER REMEDIES AGAINST BUYER, INCLUDING WITHOUT LIMITATION, THE RIGHT OF SPECIFIC PERFORMANCE. SUBJECT TO SELLER’S RECEIPT AND RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES AS SPECIFIED IN THIS SECTION, SELLER HEREBY WAIVES THE RIGHT TO SPECIFICALLY ENFORCE BUYER’S OBLIGATION HEREUNDER TO PURCHASE THE PROPERTY (INCLUDING, WITHOUT LIMITATION, A WAIVER OF THE BENEFITS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389). Seller’s Initials Buyer’s Initials__________________________ __________________________ SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN TARGET PROPERTIES TO BUYER IS NOT CONSUMMATED SOLELY DUE TO BUYER DEFAULT AND SELLER TERMINATES THIS AGREEMENT IN ACCORDANCE WITH SECTION 10.1(C)(I) AS A RESULT THEREOF, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND WHEN REQUIRED EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE TARGET PROPERTIES PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL INCUR AS A RESULT OF SUCH FAILURE, AND SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER AND ANY BUYER RELATED PARTY IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND SHALL BE, AN AMOUNT EQUAL OF FAILURE TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLERCLOSE RESULTING FROM BUYER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES DEFAULT SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE LIMITED TO CONSUMMATE THE CLOSING SUCH AMOUNT AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SELLER SHALL HAVE NO RIGHT TO ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT ACTION FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT IN CONSIDERATION OF THE PAYMENT OF LIQUIDATED DAMAGES PURSUANT TO THIS SECTION 11.1, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY INCLUDING ANY RIGHT SELLER MAY HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE CALIFORNIA CIVIL CODE RELATING TO BUYER’S DEFAULT RESULTING IN ESCROW NOT CLOSING AS PROVIDED UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S EXPRESS RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES IN THE EVENT OF ANY DISPUTE, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND ATTORNEYBUYER’S FEES AS REFERENCED IN SECTION 12INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A DISPUTE AS TO SELLER’S RECEIPT OF THE DEPOSIT, NOTHING CONTAINED HEREIN SHALL LIMIT SELLER’S RIGHT TO RESOLVE SUCH DISPUTE IN REGARD TO THE RECOVERY OF THE DEPOSIT. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSECTION 11.1.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANY-THING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER HAS ELECTED TO CONTINUE THIS AGREEMENT AFTER THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION EXPIRATION OF THE TRANSACTION HEREIN AS DUE DILIGENCE PERIOD AND WHEN REQUIRED BY IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT UNDER THE AGREEMENT OR BUYER’S RIGHT TO TERMINATE PURSUANT TO THE TERMS OF THIS AGREEMENT, BUYER SELLER SHALL BE ENTITLED AS ITS SOLE AND SELLER EXCLUSIVE REMEDY, TO RETAIN THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS PROVISION SHALL NOT WAIVE OR AFFECT SELLER'S RIGHTS AND SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION BUYER'S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677SELLER. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLER'S INITIALS BUYER'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT WITHIN ONE (1) DAY AFTER THE EVENT BUYER DEFAULTS IN CONTINGENCY TERMINATION DATE AND IF THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT UNDER THE AGREEMENT OR A FAILURE OF A CONDITION FOR BUYER'S BENEFIT SET FORTH HEREIN, SELLER SHALL BE ENTITLED AS ITS SOLE AND WHEN REQUIRED BY EXCLUSIVE REMEDY AT LAW OR IN EQUITY TO RETAIN THE TERMS DEPOSIT AND ALL INTEREST ACCRUED THEREON AS SELLER'S LIQUIDATED DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT WITHIN ONE (1) DAY AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD AND IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED DUE TO SELLER'S DEFAULT UNDER THIS AGREEMENT, BUYER AND SELLER SHALL BE ENTITLED TO A RETURN OF THE DEPOSIT PLUS ALL INTEREST ACCRUED THEREON. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT THAT WILL INCUR AS A RESULT OF SUCH DEFAULT OF BUYER BREACHES THIS AGREEMENT IS AND SHALL BE, AN AMOUNT EQUAL FAILURE PRIOR TO THE DEPOSIT (WHICH INCLUDES CLOSE OF ESCROW, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT WAIVE OR AFFECT ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES PARTY'S RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES SECTIONS 3.3.1(d), 7, 27 AND/OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION 32 OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER THE PARTY ENTITLED THERETO PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. NOTWITHSTANDING THE FOREGOING, IF BUYER WRONGFULLY INTERFERES WITH OR MAKES ANY ATTEMPT TO WRONGFULLY INTERFERE WITH SELLER'S RECOVERING THE DEPOSIT HELD BY ESCROW HOLDER, INCLUDING, WITHOUT LIMITATION, GIVING ANY NOTICE OR INSTRUCTIONS TO ESCROW HOLDER NOT TO DELIVER THE DEPOSIT TO SELLER, SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER THE GREATER OF ITS ACTUAL DAMAGES OR THE LIQUIDATED DAMAGES BY GIVING WRITTEN NOTICE TO BUYER AND IN ADDITION SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY, AND SHALL HAVE THE RIGHT TO REQUIRE THAT BUYER SPECIFICALLY PERFORM BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLER'S INITIALS: /s/ RP BUYER'S INITIALS: /s/ VJC 11.2 Intentionally Deleted

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT PRIOR TO THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION EXPIRATION OF THE TRANSACTION HEREIN AS DUE DILIGENCE PERIOD AND WHEN REQUIRED BY IF THE TERMS SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S DEFAULT UNDER THIS AGREEMENT, THE FAILURE OF A CONDITION TO THE CLOSE OF ESCROW BENEFITTING BUYER SET FORTH IN SECTION 3.3 OF THIS AGREEMENT, BUYER OR TERMINATION OF THE AGREEMENT PURSUANT TO SECTION 8 OF THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES AND SELLER SOLE AND EXCLUSIVE REMEDY. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL EXTREMELY IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHTS TO RECEIVE REIMBURSEMENT FOR REASONABLE ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR RIGHTS AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. 1677 THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s Initials.

LIQUIDATED DAMAGES - DEPOSIT. IN FOLLOWING THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION EXPIRATION OF THE TRANSACTION HEREIN AS CONTINGENCY PERIOD, IF THE SALE OF THE PREMISES TO BUYER IS NOT CONSUMMATED DUE TO A SELLER DEFAULT OR TENANT'S EXERCISE OF AN EXPRESS TERMINATION RIGHT SET FORTH HEREIN, THE DEPOSIT SHALL BE REFUNDED AND WHEN REQUIRED DELIVERED TO BUYER WITHIN THREE (3) BUSINESS FOLLOWING RECEIPT BY SELLER AND ESCROW HOLDER OF BUYER'S WRITTEN DEMAND THEREFORE. NOTWITHSTANDING ANYTHING TO THE TERMS OF CONTRARY CONTAINED IN THIS AGREEMENT, IF, FOLLOWING THE EXPIRATION OF THE CONTINGENCY PERIOD, THE SALE OF THE PROPERTY TO BUYER AND IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT UNDER THE AGREEMENT OR TENANT'S EXERCISE OF AN EXPRESS TERMINATION RIGHT SET FORTH HEREIN, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXHIBIT I -14- EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL NOT LIMIT SELLER'S RIGHTS TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY RECEIVE REIMBURSEMENT FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12ATTORNEYS' FEES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s Initials----------------- --------------- SELLER'S INITIALS BUYER'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS TERMINATED THIS AGREEMENT PURSUANT TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN AND THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION RECEIPT OF THE DEPOSIT AS SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY AND EXCLUSIVE REMEDY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN PENALTY. NOTWITHSTANDING THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369FOREGOING, BUT IS INTENDED TO CONSTITUTE IF THE FOREGOING LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER PURSUANT SHALL HAVE THE RIGHT TO CALIFORNIA CIVIL CODE SECTIONS 1671ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY, 1676 AND 1677SELLER SHALL HAVE THE RIGHT TO REQUIRE THAT BUYER SPECIFICALLY PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE PARTIES TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER HAVE SET FORTH THEIR INITIALS BELOW EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION CONTAINED IN THIS SECTIONHEREOF. Seller’s Initials Buyer’s InitialsWJD SW SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, BUYER AND IF THE CLOSING DOES NOT OCCUR AS A RESULT OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR BUYERRIGHTS AND PURCHASER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OTHER SECTIONS OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12May 11, 2005 Page 13 Hilton Glendale 000 Xxxx Xxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxxxxx AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 ANY APPLICABLE STATUTE OR 3369LAW, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677SELLER. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLER’S INITIALS PURCHASER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. IN THE EVENT IF BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE THE PERFORMANCE PURCHASE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE PROPERTY ON THE CLOSING DATE AND SUCH BREACH IS NOT OTHERWISE EXCUSED, SELLER SHALL HAVE THE RIGHT TO RETAIN THE INITIAL DEPOSIT (PLUS ALL INTEREST ACCRUED THEREON), AND THE CONSUMMATION OF ADDITIONAL DEPOSIT, IF MADE (AND ALL INTEREST ACCRUED THEREON), AS FULL, AGREED AND LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS SECTION 12.1 THAT: 12.1.1 IF BUYER FAILS TO CLOSE THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS IN BREACH OF THIS AGREEMENT, BUYER SELLER WILL INCUR CERTAIN COSTS AND SELLER AGREE OTHER DAMAGES IN AN AMOUNT THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICAL TO ESTIMATE ASCERTAIN. 12.1.2 THE DEPOSIT, TOGETHER WITH ALL INTEREST EARNED THEREON, BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER BY REASON OF SUCH A FAILURE OF CLOSING TO OCCUR, AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN DEPOSIT AND INTEREST IS NOT AN AMOUNT WHICH IS UNREASONABLE UNDER THE EVENT THAT BUYER BREACHES CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS MADE (BUYER ACKNOWLEDGING AND SHALL BE, AN AMOUNT EQUAL AGREEING THAT BUYER HAS FULLY CONSIDERED THE PROVISIONS OF THIS SECTION 12 AND SUCH CIRCUMSTANCES PRIOR TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREONENTERING INTO THIS AGREEMENT AND HAS CONSULTED WITH BUYER'S COUNSEL WITH RESPECT THERETO). SELLER’S RETENTION WITHOUT LIMITING THE GENERALITY OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE FOREGOING : (1) SELLER WILL INCUR ADMINISTRATIVE COSTS IN THE CLOSING NEGOTIATION AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION REVIEW OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED OTHER DOCUMENTS RELATING TO THIS TRANSACTION; (2) THERE ARE IMPORTANT ECONOMIC REASONS FOR SELLER'S DESIRE TO SELL THE PROPERTY BY DECEMBER 30, 1998, AND IT WAS BUYER'S WILLINGNESS TO MEET THIS DEADLINE WHICH, IN SECTION 12PART, CAUSED SELLER TO SELECT BUYER OVER OTHER POTENTIAL BUYERS, AND IT IS UNLIKELY THAT A SALE TO ANOTHER PERSON COULD BE EFFECTED BY DECEMBER 30, 1998, AT A PRICE REFLECTING THE TRUE VALUE OF THE PROPERTY, IN THE EVENT A DEFAULT UNDER THIS AGREEMENT BY BUYER; (3) CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE INITIAL DEPOSIT (AND INTEREST ACCRUED THEREON) AND THE ADDITIONAL DEPOSIT (AND THE INTEREST ACCRUED THEREON) MAY BE INCURRED BY SELLER IF THE SALE OF THE PROPERTY CONTEMPLATED HEREBY IS NOT COMPLETED BY DECEMBER 30, 1998; AND (4) SELLER IS ENTERING INTO THIS AGREEMENT WITH BUYER IN RELIANCE UPON BUYER'S COMMITMENT TO PURCHASE THE PROPERTY FROM SELLER ON OR BEFORE DECEMBER 30, 1998. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNTS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s Initials.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED AS A RESULT OF BUYER’S DEFAULT UNDER THIS AGREEMENT AFTER THE SATISFACTION OF ALL CONDITIONS TO BUYER’S OBLIGATIONS UNDER THIS AGREEMENT AND THAT DEFAULT IS NOT CURED WITHIN TWO (2) BUSINESS DAYS AFTER NOTICE FROM SELLER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES AS ITS SOLE REMEDY, EXCEPT AS PROVIDED IN THIS SECTION 14.1. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR RIGHTS AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s Initials.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD AND SELLER IF THE SALE OF THE PROPERTIES TO BUYER IS NOT CONSUMMATED DUE TO A DEFAULT BY BUYER, SELLERS SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLERS’ LIQUIDATED DAMAGES AND TO TERMINATE THIS AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER SUFFERED BY SELLERS AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTIES PURSUANT TO THIS AGREEMENT AND SELLER DO HEREBY AGREE THAT THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLERS WILL INCUR AS A RESULT OF SUCH FAILURE AND THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SUCH REMEDY SHALL BE SELLER’S SOLE REMEDY AND EXCLUSIVE REMEDY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLERS’ RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLERS’ RIGHTS AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS EXPRESSLY SET FORTH IN OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SELLERS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLERS’ INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF BUYER HAS ELECTED TO CONTINUE THIS AGREEMENT AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD (AS THE SAME MAY BE EXTENDED PURSUANT TO Section 3.3.4) AND IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT UNDER THE AGREEMENT OR BUYER'S EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS PROVISION SHALL NOT WAIVE OR AFFECT SELLER'S RIGHTS AND SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION BUYER'S OBLIGATIONS UNDER INDEMNITY PROVISIONS OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLER.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT WITHIN ONE (1) CALENDAR DAY AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD AND IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AND ALL INTEREST ACCRUED THEREON AS SELLER'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND SHALL BE, AN AMOUNT EQUAL WILL INCUR AS A RESULT OF SUCH FAILURE PRIOR TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION EXPIRATION OF THE DEPOSIT AS LIQUIDATED DAMAGES CONTINGENCY PERIOD, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL BE NOT LIMIT SELLER’S SOLE REMEDY 'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES, NOR WAIVE OR AFFECT SELLER'S RIGHTS AND BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND 'S OBLIGATIONS UNDER SECTIONS 3.3.1(D), 7, 26 AND/OR 31 OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLER'S INITIALS:/s/ MW BUYER'S INITIALS: /s/ RSZ

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD AND IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT UNDER THIS AGREEMENT OR AS OTHERWISE EXPRESSLY CONTEMPLATED TO RESULT IN THE RETURN OF THE DEPOSIT TO BUYER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS PROVISION SHALL NOT LIMIT SELLER'S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES, NOR WAIVE OR AFFECT SELLER'S RIGHTS AND SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION BUYER'S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT Retail Opportunity Investment Corp./Regency Santa Xxx Downtown Plaza.P&S Agt (v8 – Final) WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLER AGREES ITS RIGHT TO OBTAIN THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER AT LAW OR EQUITY ON ACCOUNT OF BUYER'S DEFAULT HEREUNDER. /s/ EB /s/ ST SELLER'S INITIALS BUYER'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, BUYER IF THE SALE OF THE PROPERTIES TO BUYERS IS NOT CONSUMMATED SOLELY DUE TO A DEFAULT BY BUYERS HEREUNDER (AND SELLER SPECIFICALLY EXCLUDING THE FAILURE OF THE SALE TO BE CONSUMMATED DUE TO A SELLER’S DEFAULT UNDER THIS AGREEMENT), SELLERS SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLERS’ LIQUIDATED DAMAGES AND TO TERMINATE THIS AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER SUFFERED BY SELLERS AS A RESULT OF BUYERS’ DEFAULT UNDER THIS AGREEMENT AND SELLER DO HEREBY AGREE THAT THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLERS WILL INCUR AS A RESULT OF SUCH DEFAULT; PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS PROVISION SHALL NOT LIMIT SELLERS’ RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLERS’ RIGHTS AND SHALL BEBUYERS’ INDEMNITY OBLIGATIONS UNDER SECTION 3.4.3, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION SECTION 5, OR SECTION 13 OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SELLERS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsSELLERS’ INITIALS BUYERS’ INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN AS AND WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT, BUYER IF PURCHASER HAS NOT TERMINATED THIS AGREEMENT PRIOR TO THE CONTINGENCY EXPIRATION DATE AND IF THE SALE OF THE PROPERTY TO PURCHASER IS NOT CONSUMMATED AS A RESULT OF ANY REASON OTHER THAN SELLER’S DEFAULT UNDER THIS AGREEMENT OR FAILURE OF PURCHASER’S CONDITIONS PRECEDENT PURSUANT TO SECTION 8(B), SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN LLG DOC 211439 April 3, 2007 Homewood Suites Memphis – Poplar 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT IS AND PROVISION SHALL BE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). NOT LIMIT SELLER’S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SOLE REMEDY FOR BUYERRIGHTS AND PURCHASER’S FAILURE TO CONSUMMATE THE CLOSING AND INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WITHOUT FURTHER ACTION OF THE PARTIES, SHALL BECOME NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AND ATTORNEY’S FEES AS REFERENCED IN SECTION 12. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 ANY APPLICABLE STATUTE OR 3369LAW, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677SELLER. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. Seller’s Initials Buyer’s InitialsDS JK SELLER’S INITIALS PURCHASER’S INITIALS