Common use of LIQUIDATED DAMAGES - DEPOSIT Clause in Contracts

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN 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 IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE 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 INDEMNITY 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. NOTWITHSTANDING THE FOREGOING, IF THE FOREGOING LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. FOLLOWING THE EXPIRATION OF THE 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 DELIVERED TO BUYER WITHIN THREE (3) BUSINESS FOLLOWING RECEIPT BY SELLER AND ESCROW HOLDER OF BUYER'S WRITTEN DEMAND THEREFORE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDERIF, OR (ii) NEITHER PARTY HAS TERMINATED THIS AGREEMENT PURSUANT TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN AND FOLLOWING THE EXPIRATION OF THE CONTINGENCY PERIOD, THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S 'S DEFAULT UNDER THIS THE AGREEMENT OR ITS INABILITY TENANT'S EXERCISE OF AN EXPRESS TERMINATION RIGHT SET FORTH HEREIN, SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S 'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDYFAILURE; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S 'S RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ ' FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY 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. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY1676, AND SELLER 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 8.11677. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW ----------------- --------------- SELLER’S 'S INITIALS BUYER’S 'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING ANY-THING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS TERMINATED ELECTED TO CONTINUE THIS AGREEMENT PURSUANT TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN AFTER 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 'S DEFAULT UNDER THIS THE AGREEMENT OR ITS INABILITY BUYER’S RIGHT TO COMPLY WITH TERMINATE PURSUANT TO THE TERMS HEREOFOF THIS AGREEMENT, THEN SELLER MAY TERMINATE THE AGREEMENT SHALL BE ENTITLED AS ITS SOLE AND RECEIVE EXCLUSIVE REMEDY, TO RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S 'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 'S 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, 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 'S RIGHTS AND BUYER’S 'S INDEMNITY 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. NOTWITHSTANDING THE FOREGOING, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1SELLER. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S 'S INITIALS BUYER’S 'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS THE AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS THE AGREEMENT PURSUANT TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN AND IF THE SALE OF THE PROPERTY TO BUYER IS HAS NOT BEEN CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S DEFAULT UNDER THIS AGREEMENT THE AGREEMENT, OR ITS INABILITY UPON THE OCCURRENCE OF ANY DEFAULT OF BUYER UNDER THE AGREEMENT, SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT AND/OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, THE AGREEMENT AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENTADDENDUM, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL WOULD INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; DEFAULT AND/OR FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 14.2 RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THE AGREEMENT. ACCORDINGLY, IF BUYER INTERFERES WITH OR MAKES ANY ATTEMPT TO INTERFERE WITH SELLER RECEIVING OR RETAINING, AS THE CASE MAY BE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS AGREEMENTSECTION 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 SELLER’S LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING THE FOREGOING, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL SELLER. (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 RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING IN THE EVENT BUYER DEFAULTS IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, FAILING TO PROCEED WITH THE CONTRARY CONTAINED IN 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 IMPRACTICABLE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN ESTIMATE THE ACTUAL DAMAGES SUFFERED BY WHICH SELLER AS A RESULT OF BUYER’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, MAY SUFFER. THEREFORE BUYER 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 DAMAGES 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 SELLER WILL INCUR INCLUDES ANY ACCRUED INTEREST THEREON). SELLER’S RETENTION OF THE DEPOSIT AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT REMEDY FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY 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 OTHER SECTIONS THIS AGREEMENT EXCEPT FOR THOSE LIABILITIES OR OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENTAGREEMENT 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. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 1676 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.11677. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S INITIALS BUYER’S INITIALSSeller’s Initials Buyer’s Initials

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN WITHIN ONE (1) DAY AFTER THE CONTINGENCY TERMINATION DATE AND IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S '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 EXCLUSIVE REMEDY AT LAW OR IN EQUITY TO RETAIN THE 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 OR ITS INABILITY AGREEMENT, BUYER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE A RETURN OF THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGESPLUS ALL INTEREST ACCRUED THEREON. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 'S 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 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH DEFAULT OF BUYER AND FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT PRIOR TO THE RECEIPT CLOSE OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; ESCROW, 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 ANY PARTY'S RIGHTS AND BUYER’S INDEMNITY OR OBLIGATIONS UNDER OTHER SECTIONS 3.3.1(d), 7, 27 AND/OR 32 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYPENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE PARTY ENTITLED THERETO PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. NOTWITHSTANDING THE FOREGOING, IF BUYER WRONGFULLY INTERFERES WITH OR MAKES ANY ATTEMPT TO WRONGFULLY INTERFERE WITH SELLER'S RECOVERING THE FOREGOING LIQUIDATED DAMAGES CLAUSE IS FOR DEPOSIT HELD BY ESCROW HOLDER, INCLUDING, WITHOUT LIMITATION, GIVING ANY REASON HELD NOTICE OR INSTRUCTIONS TO BE UNENFORCEABLEESCROW HOLDER NOT TO DELIVER THE DEPOSIT TO SELLER, THEN 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 IN ADDITION 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 'S OBLIGATIONS UNDER THIS AGREEMENT. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S INITIALS 'S INITIALS: /s/ RP BUYER’S 'S INITIALS: /s/ VJC 11.2 Intentionally Deleted

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT IN WRITING PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN AND THE SALE EXPIRATION OF THE PROPERTY INSPECTION PERIOD AND BUYER BREACHES OR FAILS TO COMPLY WITH ANY OBLIGATION OR COVENANT OF BUYER IS NOT CONSUMMATED 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 ITS INABILITY OTHERWISE AND SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY (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 IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDYFAILURE; 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 INDEMNITY 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. NOTWITHSTANDING THE FOREGOING, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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 AGREEMENTSELLER. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN 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 PROPERTIES TO BUYER BUYERS IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SOLELY DUE TO A DEFAULT BY BUYERS HEREUNDER (AND SPECIFICALLY EXCLUDING THE FAILURE OF THE SALE TO BE CONSUMMATED DUE TO A SELLER’S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY AGREEMENT), SELLERS SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S SELLERS’ LIQUIDATED DAMAGESDAMAGES AND TO TERMINATE THIS AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER SELLERS AS A RESULT OF BUYER’S BUYERS’ DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO UNDER THIS AGREEMENTAGREEMENT AND THAT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENTEFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER SELLERS WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDYDEFAULT; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S SELLERS’ RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SELLERS’ RIGHTS AND BUYER’S BUYERS’ INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS SECTION 3.4.3, SECTION 5, OR SECTION 13 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLERS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY1676, AND SELLER 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 8.11677. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S SELLERS’ INITIALS BUYER’S BUYERS’ INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN 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 SELLERAS A RESULT OF BUYER’S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY AFTER THE SATISFACTION OF ALL CONDITIONS TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE BUYER’S OBLIGATIONS UNDER THIS AGREEMENT AND RECEIVE THAT DEFAULT IS NOT CURED WITHIN TWO (2) BUSINESS DAYS AFTER NOTICE FROM SELLER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGESDAMAGES AS ITS SOLE REMEDY, EXCEPT AS PROVIDED IN THIS SECTION 14.1. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENTEFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, 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 INDEMNITY 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. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY1676, AND SELLER 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 8.11677. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS TERMINATED THIS AGREEMENT PURSUANT HAS NOT BEEN TERMINATED (OR DEEMED TERMINATED) PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN AND THE SALE EXPIRATION OF THE PROPERTY FEASIBILITY PERIOD AND THIS AGREEMENT IS THEREAFTER TERMINATED BY SELLER DUE TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLERBUYER’S DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ITS INABILITY (A “BUYER’S DEFAULT”), SELLER SHALL BE ENTITLED TO COMPLY WITH RETAIN THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE THE ENTIRE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY -25- DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR AND 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLERA BUYER’S SOLE AND EXCLUSIVE REMEDY; DEFAULT, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEESFEES PURSUANT TO SECTION 14, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY1676, AND SELLER SHALL HAVE THE RIGHT TO REQUIRE THAT BUYER SPECIFICALLY PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT1677. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO CONSIDERATION OF THE PROVISIONS OF THIS SECTION 8.1. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF SELLER’S RIGHT TO TERMINATE THIS AGREEMENT FOR AND TO RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES 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 REASONAND 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 BUYER HAVE EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF3389). WJD SW __________________________ __________________________ SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS TERMINATED ELECTED TO CONTINUE THIS AGREEMENT AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD (AS THE SAME MAY BE EXTENDED PURSUANT TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN Section 3.3.4) AND IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S 'S DEFAULT UNDER THIS THE AGREEMENT OR BUYER'S EXERCISE OF ITS INABILITY RIGHT TO COMPLY WITH THE TERMS HEREOFTERMINATE THIS AGREEMENT, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE SHALL BE ENTITLED TO RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S 'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 'S 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, 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 'S RIGHTS AND BUYER’S INDEMNITY 'S OBLIGATIONS UNDER OTHER SECTIONS INDEMNITY PROVISIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING THE FOREGOING, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW SELLER’S INITIALS BUYER’S INITIALS.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN 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 AGREEMENT, THE FAILURE OF A CONDITION TO THE CLOSE OF ESCROW BENEFITTING BUYER SET FORTH IN SECTION 3.3 OF THIS AGREEMENT, OR ITS INABILITY TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE TERMINATION OF THE AGREEMENT AND RECEIVE PURSUANT TO SECTION 8 OF THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGESDAMAGES AND SOLE AND EXCLUSIVE REMEDY. THE PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 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 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR REASONABLE ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY 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. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY1676, AND SELLER SHALL 1677 THE PARTIES HAVE THE RIGHT SET FORTH THEIR INITIALS BELOW 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 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S INITIALS /s/ DW BUYER’S INITIALSINITIALS /s/ [ILLEGIBLE]

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN THE EXPIRATION OF THE DUE DILIGENCE PERIOD AND IF THE SALE OF THE PROPERTY PROPERTIES TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S DUE TO A DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY BY BUYER, SELLERS SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S SELLERS’ LIQUIDATED DAMAGESDAMAGES AND TO TERMINATE THIS AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER SELLERS AS A RESULT OF BUYER’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PROPERTIES PURSUANT TO THIS AGREEMENTAGREEMENT AND THAT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENTEFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER SELLERS WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SUCH REMEDY SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S SELLERS’ RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S SELLERS’ RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER EXPRESSLY SET FORTH IN OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLERS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY1676, AND SELLER 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 8.11677. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S SELLERS’ INITIALS BUYER’S INITIALSINITIALS 14.2 Sellers’ Default.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN 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 'S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY AGREEMENT, SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AND ALL INTEREST ACCRUED THEREON AS SELLER’S 'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 'S 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 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT PRIOR TO THE RECEIPT EXPIRATION OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; THE CONTINGENCY PERIOD, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 14.2 'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ ' FEES, NOR WAIVE OR AFFECT SELLER’S 'S RIGHTS AND BUYER’S INDEMNITY 'S OBLIGATIONS UNDER OTHER SECTIONS 3.3.1(D), 7, 26 AND/OR 31 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY1676, AND SELLER 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 8.11677. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S INITIALS 'S INITIALS:/s/ MW BUYER’S 'S INITIALS: /s/ RSZ

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN 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 TARGET PROPERTIES TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S SOLELY DUE TO BUYER DEFAULT UNDER AND SELLER TERMINATES THIS AGREEMENT OR ITS INABILITY IN ACCORDANCE WITH SECTION 10.1(C)(I) AS A RESULT THEREOF, SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR FAILURE TO COMPLETE CONSUMMATE THE PURCHASE OF THE PROPERTY TARGET PROPERTIES PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE FAILURE, AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDYREMEDY AGAINST BUYER AND ANY BUYER RELATED PARTY IN THE EVENT OF FAILURE TO CLOSE RESULTING FROM BUYER’S DEFAULT SHALL BE LIMITED TO SUCH AMOUNT AND SELLER SHALL HAVE NO RIGHT TO ANY ACTION FOR 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 UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEESFEES IN THE EVENT OF ANY DISPUTE, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYPENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. NOTWITHSTANDING THE FOREGOING, IF IN THE FOREGOING 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 CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND PROVISION CONTAINED IN EQUITY, AND SELLER 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 8.111.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW /s/ CEB /s/ SH SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN 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 'S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY AS OTHERWISE EXPRESSLY CONTEMPLATED TO COMPLY WITH RESULT IN THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETURN OF THE DEPOSIT FROM TITLE COMPANY TO BUYER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S 'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 'S 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 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S 'S RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ ' FEES, NOR WAIVE OR AFFECT SELLER’S 'S RIGHTS AND BUYER’S 'S INDEMNITY 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. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN 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 SHALL HAVE THE AGREES ITS RIGHT TO ELECT TO RECOVER ITS ACTUAL OBTAIN THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED EXCLUSIVE REMEDY HEREUNDER AT LAW AND IN EQUITY, AND SELLER SHALL HAVE THE RIGHT TO REQUIRE THAT BUYER SPECIFICALLY PERFORM OR EQUITY ON ACCOUNT OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT'S DEFAULT HEREUNDER. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW /s/ EB /s/ ST SELLER’S 'S INITIALS BUYER’S 'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN AND IF THE SALE OF THE PROPERTY TO BUYER IS HAS NOT BEEN CONSUMMATED FOR ANY REASON OTHER THAN SELLER’S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY THE AGREEMENT, SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 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 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 14.2 RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS RIGHT AND BUYER’S INDEMNITY 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, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING THE FOREGOING, IF BUYER INTERFERES WITH OR MAKES ANY ATTEMPT TO INTERFERE WITH SELLER RECEIVING OR RETAINING, AS THE FOREGOING CASE MAY BE, THE LIQUIDATED DAMAGES CLAUSE IS PROVIDED FOR IN THIS SECTION, INCLUDING WITHOUT LIMITATION, GIVING ANY REASON HELD NOTICE OR INSTRUCTIONS TO BE UNENFORCEABLEESCROW HOLDER NOT TO DELIVER THE DEPOSIT TO SELLER, THEN 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW SELLER’S INITIALS BUYER’S INITIALS.

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF A DEFAULT BY BUYER IN THE CONTRARY CONTAINED IN PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, AND SELLER AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR (ii) NEITHER PARTY HAS TERMINATED THIS AGREEMENT PURSUANT EXTREMELY DIFFICULT 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 DAMAGESASCERTAIN. THE PARTIES THEREFORE AGREE THAT IT WOULD BE IMPRACTICABLE 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 EXTREMELY DIFFICULT EXCLUSIVE REMEDY, IS ENTITLED TO ASCERTAIN LIQUIDATED DAMAGES IN THE ACTUAL DAMAGES SUFFERED BY SELLER AMOUNT OF ALL OF THE DEPOSIT. IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF BUYER’S DEFAULT OR FAILURE 'S DEFAULT, THEN, UPON NOTICE BY SELLER TO COMPLETE BUYER AND ESCROW HOLDER TO THAT EFFECT, (A) THIS AGREEMENT AND THE PURCHASE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE PROPERTY ESCROW CREATED HEREBY 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 THIS AGREEMENTSELLER'S INSTRUCTIONS, THE DEPOSIT, 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SAME SHALL BE SELLER’S SOLE THE FULL, AGREED AND EXCLUSIVE REMEDYLIQUIDATED DAMAGES, AND (D) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER; PROVIDED, HOWEVER, THAT THIS PROVISION THE FOREGOING SHALL NOT LIMIT SELLER’S 'S RIGHTS OR REMEDIES (1) WITH RESPECT TO THE OBLIGATIONS OF BUYER UNDER SECTION 14.2 SECTIONS 6, 12, 25, AND 29 HEREOF, (2) WITH RESPECT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S THOSE RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS THAT, BY THEIR TERMS, SURVIVE THE TERMINATION OF THIS AGREEMENT, AND (3) TO RECOVER ATTORNEYS' FEES INCURRED BY SELLER IN THE EVENT THAT BUYER 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 OR ENTITLED TO RECEIVE SUCH DEPOSIT. THE PARTIES SELLER AND BUYER ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING THE FOREGOING, IF THE FOREGOING LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL THEY HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES READ 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO UNDERSTAND THE PROVISIONS OF THIS SECTION 8.110.1, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW -------------------------- ------------------------ SELLER’S 'S INITIALS BUYER’S 'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN 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 OR ITS INABILITY AGREEMENT, SELLER SHALL BE ENTITLED TO COMPLY WITH RETAIN THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE THE DEPOSIT FROM TITLE COMPANY DEPOSITS AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 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 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, 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 INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT. THE PAYMENT OF SUCH PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYPROVISION CONTAINED IN THIS SECTION. NOTWITHSTANDING THE FOREGOING, IF THE FOREGOING LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS NOT TERMINATED THIS AGREEMENT PURSUANT PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN 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 'S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY THE AGREEMENT, SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S 'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 'S 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S 'S RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY 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. NOTWITHSTANDING THE FOREGOING, IF THE FOREGOING LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1. THE 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW SELLER’S 'S INITIALS BUYER’S 'S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY HAS TERMINATED THIS AGREEMENT PURSUANT HAS NOT BEEN TERMINATED (OR DEEMED TERMINATED) PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN AND THE SALE EXPIRATION OF THE PROPERTY FEASIBILITY PERIOD AND THIS AGREEMENT IS THEREAFTER TERMINATED BY SELLER DUE TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLERBUYER’S DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ITS INABILITY (A “BUYER’S DEFAULT”), SELLER SHALL BE ENTITLED TO COMPLY WITH RETAIN THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE THE ENTIRE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR AND 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLERA BUYER’S SOLE AND EXCLUSIVE REMEDY; DEFAULT, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 14.2 TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEESFEES PURSUANT TO SECTION 14, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLESELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND IN EQUITY1676, AND SELLER SHALL HAVE THE RIGHT TO REQUIRE THAT BUYER SPECIFICALLY PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT1677. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO CONSIDERATION OF THE PROVISIONS OF THIS SECTION 8.1. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF SELLER’S RIGHT TO TERMINATE THIS AGREEMENT FOR AND TO RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES 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 REASONAND 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 BUYER HAVE EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF3389). WJD SW __________________________ __________________________ SELLER’S INITIALS BUYER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN 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 CLOSING DOES NOT OCCUR AS A RESULT OF THE PROPERTY TO BUYER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN SELLERPURCHASER’S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY AGREEMENT, SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYERPURCHASER’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENTEFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, 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 BUYERPURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS May 11, 2005 Page 13 Purchase and Sale Agreement 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. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF ANY APPLICABLE STATUTE OR LAW, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1SELLER. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW SELLER’S INITIALS BUYERPURCHASER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF (i) BUYER DEFAULTS HEREUNDER, OR (ii) NEITHER PARTY PURCHASER HAS NOT TERMINATED THIS AGREEMENT PURSUANT PRIOR TO AN EXPRESS RIGHT TO DO SO GRANTED HEREIN THE CONTINGENCY EXPIRATION DATE AND IF THE SALE OF THE PROPERTY TO BUYER PURCHASER IS NOT CONSUMMATED FOR AS A RESULT OF ANY REASON OTHER THAN SELLER’S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY FAILURE OF PURCHASER’S CONDITIONS PRECEDENT PURSUANT TO COMPLY WITH THE TERMS HEREOFSECTION 8(B), THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE SHALL BE ENTITLED TO RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYERPURCHASER’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENTEFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN LLG DOC 211439 April 3, 2007 Purchase and Sale Agreement Homewood Suites Memphis – Poplar 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX THIS SECTION REPRESENT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; FAILURE, 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 BUYERPURCHASER’S INDEMNITY 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. NOTWITHSTANDING PENALTY WITHIN THE FOREGOINGMEANING OF ANY APPLICABLE STATUTE OR LAW, IF THE FOREGOING BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES 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. SELLER HAS GIVEN BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 8.1SELLER. THE TERMS AND PROVISIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. SELLER AND BUYER PARTIES HAVE EACH INITIALED THIS SECTION 8.1 SET FORTH THEIR INITIALS BELOW TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION HEREOFCONTAINED IN THIS SECTION. WJD SW DS JK SELLER’S INITIALS BUYERPURCHASER’S INITIALS

LIQUIDATED DAMAGES - DEPOSIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN 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 BY REASON OTHER THAN SELLER’S OF BUYER'S DEFAULT UNDER THIS AGREEMENT OR ITS INABILITY AGREEMENT, SELLER SHALL BE ENTITLED TO COMPLY WITH THE TERMS HEREOF, THEN SELLER MAY TERMINATE THE AGREEMENT AND RECEIVE RETAIN THE DEPOSIT FROM TITLE COMPANY AS SELLER’S 'S LIQUIDATED DAMAGESDAMAGES AND 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 TERMINATION OF THIS AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S DEFAULT OR 'S 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 DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE AND SELLER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF SAID LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE 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 INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENTFAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE FAIR AND REASONABLE COMPENSATION TO SELLER. NOTWITHSTANDING THE FOREGOING, IF PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE FOREGOING LIQUIDATED DAMAGES CLAUSE IS FOR ANY REASON HELD TO BE UNENFORCEABLE, THEN SELLER SHALL HAVE THE RIGHT TO ELECT TO RECOVER ITS ACTUAL DAMAGES AND SELLER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER PROVIDED AT LAW AND PROVISION CONTAINED IN EQUITY, AND SELLER 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 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 EACH INITIALED THIS SECTION 8.1 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. WJD SW SELLER’S INITIALS BUYER’S INITIALSSECTION.