Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this AgreementIF (A) PRIOR TO THE DATE THAT IS THREE (3) DAYS BEFORE THE CLOSING DATE, and if such default is not cured within ten PURCHASER FAILS TO PERFORM ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT WITHIN THREE (103) days from written notice thereof from Seller to Purchaser DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, OR (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)B) THE CLOSING SHALL NOT OCCUR AS THE RESULT OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, then: (a) this Agreement shall automatically terminateIN EACH CASE, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO ESCROWEE AND PURCHASER, AND UPON SUCH TERMINATION, ESCROWEE SHALL IMMEDIATELY DELIVER THE DEPOSIT AND ALL INTEREST THEREON TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherPROVIDED, except those obligations that survive a termination hereof by its termsHOWEVER, THAT SUCH TERMINATION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S AND SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT IN THE EVENT THE CLOSING SHALL NOT OCCUR ON ACCOUNT OF THE DEFAULT OF PURCHASER, SELLER SHALL INCUR EXPENSES AND LOSSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY SUCH BREACH BY PURCHASER AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS OF RESULT OF SUCH PURCHASER DEFAULT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE PURSUANT TO DETERMINECALIFORNIA CIVIL CODE SECTIONS 1671, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST 1676 AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH1677. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT./s/ DES /s/ VP

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its termsALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT AGREEMENT, SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES’ BEST AND MOST ACCURATE ' REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACHSELLER'S DAMAGES. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN A DEFAULT BY PURCHASER UNDER ANY OF THE DEPOSIT TERMS OR CONDITIONS OF THE COMPANION CONTRACT (AS HEREINAFTER DEFINED) SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS DEEMED A DEFAULT OF PURCHASER UNDER THIS AGREEMENT. IN ADDITION, PURCHASER AND SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER THIS AGREEMENT SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER THE COMPANION CONTRACT. IF THE TRANSACTION CONTEMPLATED BY THE COMPANION CONTRACT FAILS TO CLOSE FOR ANY REASON WHATSOEVER, PURCHASER SHALL NOT BE ENTITLED TO ANY RIGHTS OF SETOFF UNDER THIS AGREEMENT IN CONNECTION WITH ANY LIABILITY ARISING UNDER THE COMPANION CONTRACT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: : (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ ' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S 'S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S 'S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S 'S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this AgreementIN THE EVENT PURCHASER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS CONTEMPLATED HEREIN FOR ANY REASON WHATSOEVER RELATED TO THE FAILURE BY PURCHASER TO PERFORM ITS OBLIGATIONS HEREUNDER, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE HEREBY AGREE THAT THE DAMAGES DEPOSIT (INCLUDING ALL INTEREST EARNED THEREON) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A BREACH OF THIS AGREEMENT DEFAULT OR OTHER FAILURE HEREUNDER BY PURCHASER PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST (INCLUDING INTEREST EARNED THEREON) HAS BEEN AGREED UPON, AFTER NEGOTIATION AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE TAKING INTO CONSIDERATION ALL CIRCUMSTANCES EXISTING AS OF THE DATE AGREEMENT DATE, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AS WELL AS THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT COULD BE ANTICIPATED AND SUCH SUM SHALL BE PAID TO AND RETAINED BY SELLER AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT OR OTHER FAILURE BY PURCHASER UNDER THIS AGREEMENT ON THE PART OF PURCHASER. IN PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST LIQUIDATED DAMAGES PROVISION AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENTAGREEMENT WAS MADE.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in after Seller has performed or tendered performance of all of its obligation material obligations required to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations performed under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide by no later than the Purchaser’s Deliveries as set forth in Section 8.3)Closing, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for those obligations that are herein stated to expressly survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, except those obligations that survive a termination hereof by its termsBEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER AGREE THAT SELLER’S RIGHT TO RETAIN WOULD SUFFER IN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON PURCHASER’S BREACH OF THIS AGREEMENT AND THE FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON A BREACH BY PURCHASER OF THIS AGREEMENT AND FAILURE BY PURCHASER TO PURCHASE THE PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF PURCHASER’S BREACH OF THIS AGREEMENT AND FAILURE TO PURCHASE THE PROPERTY BEING HEREIN EXPRESSLY WAIVED BY SELLER.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THE PARTIES AGREE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT ASCERTAIN THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER AGREEMENT, THE CIRCUMSTANCES THAT LIQUIDATED DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME WILL INCUR AS A RESULT OF SUCH BREACHFAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH. IN THE EVENT OF DEFAULT BY PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH UNDER THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY DEFAULT OR FAILURE TO CLOSE UNDER THE RELATED AGREEMENT.), SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES AND THEREAFTER THE PARTIES HERETO SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WHATSOEVER. THE LIMITATIONS ON PURCHASER'S LIABILITY UNDER THIS PARAGRAPH 15 SHALL BE INAPPLICABLE TO THE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER UNDER PARAGRAPH 4 HEREOF. /s/ A.W.T. _________________ -------------------- SELLER'S INITIALS PURCHASER'S INITIALS

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within continues for ten (10) days after notice from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)Seller, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, except those obligations that survive a termination hereof by its termsBEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER AGREE THAT SELLER’S RIGHT TO RETAIN WOULD SUFFER IN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the Purchaser’s Surviving Obligations.

Purchaser’s Default. If Purchaser should default under this Contract or any of the sale contemplated hereby is Purchaser Documents, including, but not consummated because of a default by Purchaser in its obligation to purchase limited to, the Property in accordance with the terms of this Access Agreement, Seller may elect to terminate this Contract by giving notice to Purchaser and if Escrow Holder. The parties acknowledge that the damages that Seller will sustain as a result of such default is not cured within ten (10) days from written notice thereof from will be substantial, but will be difficult to ascertain. Accordingly, the parties agree that if Seller shall elect to Purchaser (except such notice shall not be required where all conditions precedent to terminate this Contract as a result of Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails default, Escrow Holder is hereby directed to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) pay the Deposit to Seller, who shall retain the Deposit as and for its liquidated damages, in which event this Contract, the Seller Documents and the Purchaser Documents shall be paid to null and retained by Seller as liquidated damages; void and (c) Seller and Purchaser shall have of no further obligations to each otherforce or effect, except those obligations that survive a termination hereof by its termsfor the Surviving Obligations. PURCHASER AND SELLER ACKNOWLEDGE THE PARTIES AGREE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINEFIX, THAT PRIOR TO SIGNING THIS CONTRACT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS CONTRACT. THEREFORE, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT REPRESENTS DEPOSIT, WHICH AMOUNT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT SELLER WOULD BE SUFFERED BY SELLER IF SUFFER IN THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE EVENT PURCHASER DEFAULTS UNDER THIS CONTRACT. THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME PAYMENT OF SUCH BREACHAMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE §§1671, 1676 AND 1677. PURCHASER AND SELLER AGREE THAT NOTHING CONTAINED IN THIS SECTION 10.1 SHALL SERVE TO WAIVE OR OTHERWISE LIMIT (1) SELLER’S RIGHT REMEDIES OR DAMAGES FOR CLAIMS OF SELLER AGAINST PURCHASER WITH RESPECT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDYANY OBLIGATIONS OF PURCHASER THAT, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH BY THE TERMS OF THIS AGREEMENT.CONTRACT, SURVIVE THE CLOSING OR ANY TERMINATION OF THIS CONTRACT BEFORE THE CLOSING, INCLUDING, BUT NOT LIMITED TO, PURCHASER’S INDEMNIFICATION OBLIGATIONS UNDER THE ACCESS AGREEMENT (INCLUDING ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF ENFORCING SUCH INDEMNIFICATION OBLIGATIONS), OR (2) SELLER’S RIGHTS TO OBTAIN FROM PURCHASER ALL COSTS AND EXPENSES OF ENFORCING THE LIQUIDATED DAMAGE PROVISION CONTAINED IN THIS SECTION 10.1, INCLUDING ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 13.3 BELOW. THE PARTIES AGREE THAT SELLER WOULD SUFFER MATERIAL INJURY OR DAMAGE NOT COMPENSABLE BY THE PAYMENT OF MONEY IF PURCHASER WERE TO BREACH OR VIOLATE ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 13.6 OF THIS CONTRACT. ACCORDINGLY, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 10.1 ABOVE, IN ADDITION TO ALL OTHER REMEDIES THAT SELLER MAY HAVE, SELLER MAY BRING AN ACTION IN EQUITY OR OTHERWISE FOR SPECIFIC PERFORMANCE TO ENFORCE COMPLIANCE WITH SUCH SECTION, OR AN INJUNCTION TO ENJOIN THE CONTINUANCE OF ANY SUCH BREACH OR VIOLATION THEREOF. PURCHASER AGREES TO WAIVE ANY REQUIREMENT FOR A BOND IN CONNECTION WITH ANY SUCH INJUNCTIVE OR OTHER EQUITABLE RELIEF. ACKNOWLEDGMENT AS TO ACCEPTANCE OF THE IMMEDIATELY PRECEDING LIQUIDATED DAMAGES PROVISION: Purchaser’s Initials Seller’s Initials

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this AgreementIF (A) PRIOR TO THE DATE THAT IS THREE (3) DAYS BEFORE THE CLOSING DATE, and if such default is not cured within ten PURCHASER FAILS TO PERFORM ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT WITHIN THREE (103) days from written notice thereof from Seller to Purchaser DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, OR (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)B) THE CLOSING SHALL NOT OCCUR AS THE RESULT OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, then: (a) this Agreement shall automatically terminateIN EACH CASE, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO ESCROWEE AND PURCHASER, AND UPON SUCH TERMINATION, ESCROWEE SHALL IMMEDIATELY DELIVER THE DEPOSIT AND ALL INTEREST THEREON TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherPROVIDED, except those obligations that survive a termination hereof by its termsHOWEVER, THAT SUCH TERMINATION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S AND SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT IN THE EVENT THE CLOSING SHALL NOT OCCUR ON ACCOUNT OF THE DEFAULT OF PURCHASER, SELLER SHALL INCUR EXPENSES AND LOSSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY SUCH BREACH BY PURCHASER AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS OF RESULT OF SUCH PURCHASER DEFAULT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE PURSUANT TO DETERMINECALIFORNIA CIVIL CODE SECTIONS 1671, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST 1676 AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH1677. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY/s/ DES /s/ VP RFR Property Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., AT LAW AND IN EQUITY▇▇▇▇ ▇▇▇▇▇, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.FL RFR Property No: 3339

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THE PARTIES AGREE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT ASCERTAIN THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER AGREEMENT, THE CIRCUMSTANCES THAT LIQUIDATED DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME WILL INCUR AS A RESULT OF SUCH BREACHFAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH. IN THE EVENT OF DEFAULT BY PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH UNDER THE TERMS OF THIS AGREEMENT., SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES AND THEREAFTER THE PARTIES HERETO SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WHATSOEVER. THE LIMITATIONS ON PURCHASER'S LIABILITY UNDER THIS PARAGRAPH 15 SHALL BE INAPPLICABLE TO THE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER UNDER PARAGRAPH 4 HEREOF. MS /s/ AWT ---------------------- ------------------------------ SELLER'S INITIALS PURCHASER'S INITIALS

Purchaser’s Default. If the Meditrust Entities shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Property Assets in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: THEN (a) this Agreement shall automatically terminate; (b) the Deposit shall be promptly paid to and retained by Seller the Sellers as liquidated damages; and (c) Seller except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. THE PURCHASER AND SELLER THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SELLER THE SELLERS IN THE EVENT 111 <PAGE> OF A BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ ' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND SELLER THE SELLERS AGREE THAT SELLER’S EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER SET FORTH IN THE PURCHASER'S DOCUMENTS, THE SELLERS' RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S THE SELLERS' SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE ANY BREACH BY THE PROPERTY IN ACCORDANCE WITH PURCHASER OF THE TERMS OF THIS AGREEMENT. Notwithstanding the foregoing, but only in the event that the Deposit is never paid to the Escrow Agent, the Purchaser shall be liable for any direct and actual damages resulting from any breach by Purchaser of the express representations and warranties by the Purchaser set forth herein. SECTION 11.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THE PARTIES AGREE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT ASCERTAIN THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER AGREEMENT, THE CIRCUMSTANCES THAT LIQUIDATED DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME WILL INCUR AS A RESULT OF SUCH BREACHFAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH. IN THE EVENT OF DEFAULT BY PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH UNDER THE TERMS OF THIS AGREEMENT., SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES AND THEREAFTER THE PARTIES HERETO SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WHATSOEVER. THE LIMITATIONS ON PURCHASER'S LIABILITY UNDER THIS PARAGRAPH 15 SHALL BE INAPPLICABLE TO THE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER UNDER PARAGRAPH 4 HEREOF. /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ --------------------- ------------------------ SELLER'S INITIALS PURCHASER'S INITIALS

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in of its obligation to purchase deliver the Property in accordance with Purchase Price to Seller on the terms Closing Date and Seller has satisfied all of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all Purchaser’s conditions precedent to Purchaser’s obligations under this Agreement as set forth Closing and is not otherwise in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)default hereunder, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIESPARTIEs’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. SUBJECT TO SECTION 11.8, PURCHASER AND SELLER AGREE THAT SELLER’S ’s RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S ’s SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale of the Property contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, or if Purchaser shall default in the performance of any of its other material obligations to be performed on or before the Closing Date, and if such Purchaser default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaserthe result of a Seller’s obligations under this Agreement default as set forth described in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)9.3, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for the Effective Date Surviving Obligations, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, except those obligations that survive a termination hereof by its termsBEFORE ENTERING INTO THIS AGREEMENT, ACKNOWLEDGE THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE DUE TO PURCHASER’S DEFAULT AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER AGREE THAT SELLER’S RIGHT TO RETAIN WOULD SUFFER IN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. This Section 9.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the Effective Date Surviving Obligations of Purchaser under this Agreement. In no event shall Purchaser ever have any liability under this Agreement for indirect, consequential or punitive damages.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten IF PURCHASER IS IN DEFAULT OF THIS AGREEMENT AND SUCH DEFAULT REMAINS UNCURED AFTER TEN (10) days from written notice thereof from Seller to Purchaser DAYS AND SELLER ELECTS TO TERMINATE THIS AGREEMENT DUE TO PURCHASER’S DEFAULT, THE DEPOSIT (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)PLUS ACCRUED INTEREST, then: (aIF ANY) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherSHALL BE FORFEITED BY PURCHASER AND RETAINED BY SELLER, except those obligations that survive a termination hereof by its termsSUBJECT TO AND IN ACCORDANCE WITH THE PROVISIONS OF THE ESCROW AGREEMENT, AND BOTH PARTIES SHALL THEREAFTER BE RELEASED FROM ALL FURTHER OBLIGATIONS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE SELLER’S DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT DETERMINE IN THE AMOUNT EVENT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL PURCHASER’S FAILURE TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE PERFORM ITS OBLIGATIONS UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THAT THE CIRCUMSTANCES THAT DEPOSIT IS A REASONABLE ESTIMATE OF SUCH DAMAGES. THE DEPOSIT (PLUS ACCRUED INTEREST, IF ANY) SHALL, THEREFORE, BE LIQUIDATED DAMAGES TO SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT RETENTION THEREOF SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, EXCLUSIVE REMEDY FOR PURCHASER’S FAILURE TO PURCHASE PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT IN THE PROPERTY IN ACCORDANCE WITH THE TERMS OF EVENT SELLER ELECTS TO TERMINATE THIS AGREEMENT. SELLER EXPRESSLY WAIVES THE REMEDIES OF SPECIFIC PERFORMANCE AND ADDITIONAL DAMAGES.

Purchaser’s Default. If the sale Closing contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property Properties in accordance with the terms of this Agreement after Sellers have performed or tendered performance of all of their material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller Sellers as liquidated damages; and (c) Seller except for Purchaser’s Surviving Obligations, Sellers and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, except those obligations that survive a termination hereof by its termsBEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLERS IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SELLER SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO RETAIN ASCERTAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND ACTUAL COMPENSATORY DAMAGES WHICH SELLERS WOULD SUFFER IN EQUITY, FOR THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLERS’ DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLERS SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. This Section 10.2 is intended only to liquidate and limit Sellers’ right to damages arising due to Purchaser’s failure to purchase the Properties in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, 5.3, 9.1, 11.8, or 11.18 of this Agreement.

Purchaser’s Default. If In the sale contemplated hereby is not consummated because event of a material non-performance, material default or material breach of this Agreement by Purchaser that results in its obligation the failure to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under consummate this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3(a "Default"), then: (a) then Seller may at its sole option take any of the following courses of action: 14.1.1 terminate this Agreement shall automatically terminate; (b) and draw upon the Deposit shall be paid to and retained by Seller Earn▇▇▇ ▇▇▇ey Deposit, as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. as follows: IF PURCHASER AND SELLER ACKNOWLEDGE THAT DEFAULTS IN ITS OBLIGATION TO PURCHASE THE DAMAGES TO SELLER IN ASSETS ON OR BEFORE THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINECLOSING DATE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THEN PURCHASER AND SELLER AGREE THAT SELLER WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT WHICH ARE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN. PURCHASER AND SELLER’S , IN A REASONABLE EFFORT TO ASCERTAIN SELLER'S DAMAGES, HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE EARN▇▇▇ ▇▇▇EY DEPOSIT PLUS INTEREST ACCRUED ON IT SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1671. ACCORDINGLY, IF PURCHASER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE ASSETS, SELLER SHALL HAVE THE RIGHT TO RETAIN AN AMOUNT EQUAL TO THE EARN▇▇▇ ▇▇▇EY DEPOSIT AS LIQUIDATED DAMAGES. THE ABOVE LIQUIDATED DAMAGES PROVISION SHALL BE CONSTITUTE SELLER’S 'S SOLE REMEDY, AT LAW AND IN EQUITY, EXCLUSIVE REMEDY FOR PURCHASER’S FAILURE 'S DEFAULT IN ITS OBLIGATION TO PURCHASE THE PROPERTY IN ACCORDANCE WITH ASSETS ON OR BEFORE THE TERMS OF CLOSING DATE. THE ABOVE LIQUIDATED DAMAGE PROVISION SHALL NOT APPLY TO NOR LIMIT (a) ANY INDEMNITY PROVISIONS AND DAMAGES RECOVERABLE BY SELLER UNDER THIS AGREEMENT, (b) ANY OF SELLER'S RIGHTS OR REMEDIES AS AGAINST PURCHASER FOR ANY BREACH ON OR BEFORE THE CLOSING DATE, NOR (c) ANY OF SELLER'S RIGHTS OR REMEDIES SPECIFIED IN SECTION 14.1.3, IN 50 52 EACH CASE, THAT ARE NOT RELATED TO PURCHASER'S DEFAULT IN IT'S OBLIGATION TO PURCHASE THE ASSETS. ------------------- ----------------------- Initials for Seller Initials for Purchaser; or 14.1.2 enforce specific performance of this Agreement and the transaction provided for herein according to the terms hereof by all means available at law or in equity. 14.1.3 In the event Seller elects first to enforce this Agreement by specific performance and at any time during pursuit of enforcement elects not to pursue specific performance, Seller shall be entitled to pursue its remedies under Subsection 14.1.1 as if it had elected to do so as above set forth, and such subsequent election to pursue its courses of action under Subsection 14.1.1 shall be deemed to be an election of remedies at that time and not before.

Purchaser’s Default. If the Meditrust Entities shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Property Assets in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: THEN (a) this Agreement shall automatically terminate; (b) the Deposit shall be promptly paid to and retained by Seller the Sellers as liquidated damages; and (c) Seller except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. THE PURCHASER AND SELLER THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SELLER THE SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ ' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND SELLER THE SELLERS AGREE THAT SELLER’S EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER SET FORTH IN THE PURCHASER'S DOCUMENTS, THE SELLERS' RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S THE SELLERS' SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE ANY BREACH BY THE PROPERTY IN ACCORDANCE WITH PURCHASER OF THE TERMS OF THIS AGREEMENT. Notwithstanding the foregoing, but only in the event that the Deposit is never paid to the Escrow Agent, the Purchaser shall be liable for any direct and actual damages resulting from any breach by Purchaser of the express representations and warranties by the Purchaser set forth herein.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this AgreementIF PURCHASER DEFAULTS IN ITS OBLIGATIONS HEREUNDER AND SUCH DEFAULT RESULTS IN A FAILURE OF THE CLOSING TO OCCUR, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)THE DEPOSIT, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherPLUS ANY INTEREST ACCRUED THEREON, except those obligations that survive a termination hereof by its termsSHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND SELLER ACKNOWLEDGE THAT THE SELLER’S ACTUAL DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE, ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THAT WOULD BE SUFFERED IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. SELLER SHALL HAVE NO OTHER REMEDY WHETHER AT LAW OR EQUITY FOR ANY DEFAULT BY SELLER IF PURCHASER. NOTWITHSTANDING THE TRANSACTION SHOULD FAIL FOREGOING, IN NO EVENT SHALL SELLER’S ABILITY TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE RECOVER FROM PURCHASER ANY LOSS, COST, DAMAGE OR EXPENSE PURSUANT TO ANY INDEMNIFICATION OR OTHER PROVISIONS OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SURVIVE CLOSING HEREUNDER BE DEEMED LIMITED IN ANY RESPECT BY SELLER’S RIGHT RECEIPT OF THE DEPOSIT, INCLUDING, BUT NOT LIMITED TO RETAIN THE DEPOSIT SHALL BE SECTION 5(a), SECTION 5(f), SECTION 7, AND SECTION 19(v). SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR INITIALS: PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.INITIALS:

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this AgreementAFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)IF THE SETTLEMENT DOES NOT OCCUR AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherSELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT WHEREUPON THE DAMAGES DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES, AS SELLER’S SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH DEFAULT HEREUNDER BY PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER HEREUNDER, EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A BREACH PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINEAGREEMENT, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD BE SUFFERED BY INCUR IN SUCH EVENT. THE PAYMENT OF THE DEPOSIT TO SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES EXISTING PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DATE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THIS AGREEMENT THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND UNDER THE CIRCUMSTANCES FACT THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THIS AGREEMENT WAS MADE, THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION. INITIALS: CM DTF

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Should Purchaser in its obligation fail to purchase the Property in accordance with the terms of perform this Agreement, and if such default is not cured Contract within ten (10) days from after written notice thereof from Seller, Seller may, as its sole and exclusive remedy, (i) waive the effect of such default and proceed to Purchaser consummate the Contract, or (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under ii) terminate this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide Contract whereupon the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit ▇▇▇▇▇▇▇ Money shall be paid released to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. as set forth below: IF PURCHASER AND SELLER ACKNOWLEDGE THAT FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THIS CONTRACT AT OR PRIOR TO THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED CLOSING FOR ANY REASON EXCEPT FAILURE BY SELLER TO PERFORM HEREUNDER, OR IF PRIOR TO CLOSING BUT AFTER THE TRANSACTION SHOULD FAIL FEASIBILITY PERIOD ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, SELLER SHALL BE ENTITLED, AS ITS SOLE REMEDY (EXCEPT AS PROVIDED IN SECTIONS 4(d), 12, AND 14 HEREOF), TO CLOSE TERMINATE THIS CONTRACT AND THAT SUCH ESTIMATE IS REASONABLE UNDER RECOVER OR RETAIN, AS APPLICABLE, THE CIRCUMSTANCES EXISTING ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT CLAIMS AGAINST PURCHASER HEREUNDER. SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR DAMAGES RESULTING FROM PURCHASER’S FAILURE DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO PURCHASE DETERMINE AND THE PROPERTY ▇▇▇▇▇▇▇ MONEY IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN ACCORDANCE WITH AN EFFORT TO CAUSE THE TERMS AMOUNT OF THIS AGREEMENTSUCH DAMAGES TO BE CERTAIN. 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.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in after Seller has performed or tendered performance of all of its obligation to purchase the Property obligations in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for those obligations that expressly survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, except those obligations that survive a termination hereof by its termsBEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER AGREE THAT SELLER’S RIGHT TO RETAIN WOULD SUFFER IN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the other obligations of Purchaser under this Agreement.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except or any other cure period provided in this Agreement, or if such notice shall default cannot be required where all conditions precedent reasonably cured within such ten (10) day period, such additional period as may be reasonably necessary to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3cure such default), then: (a) this Agreement shall automatically terminateterminate except for Purchaser's obligations under Section 5.1(b)(iv), Section 5.2 and Section 5.3; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherother except for Purchaser's obligations under Section 5.1(b)(iv), except those obligations that survive a termination hereof by its termsSection 5.2 and Section 5.3. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ ' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S 'S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S 'S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S 'S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If (i) Purchaser has not deposited the sale contemplated hereby ▇▇▇▇▇▇▇ Money within the time period provided in Section 3.2(a), and/or (ii) Purchaser is not consummated because in material default of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s covenants or obligations under this Agreement as such that the conditions to closing set forth in Section 6.1 have been Article VIII cannot be satisfied and (other than those conditions which by their nature will not be satisfied until the Closing) (each a “Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3Default”), then: (a) then Facilitator, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser and Escrow Agent, and, with respect to a Purchaser Default described in subsections (ii) above, Escrow Agent shall automatically terminate; then disburse the ▇▇▇▇▇▇▇ Money to Facilitator within one (b1) Business Day after such termination. In the Deposit shall be paid to event of such termination, Facilitator (and retained by Seller as liquidated damages; and (cthe Hotel Owners) Seller and Purchaser shall have no further rights or obligations to each otherunder this Agreement, except those obligations that which expressly survive a termination hereof by its termstermination. In no event shall Purchaser be personally liable for any damages. PURCHASER AND SELLER ACKNOWLEDGE AGREES THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES TO SELLER IN THE EVENT THAT FACILITATOR WOULD SUSTAIN AS A RESULT OF A BREACH OF THIS AGREEMENT BY PURCHASER SUCH TERMINATION WOULD BE DIFFICULT OR IF NOT IMPOSSIBLE TO DETERMINEASCERTAIN. ACCORDINGLY, PURCHASER AGREES THAT FACILITATOR SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS FACILITATOR’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST FACILITATOR SHALL RETAIN ALL RIGHTS AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE REMEDIES UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. WHILE THE CIRCUMSTANCES PARTIES HAVE AGREED THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT NEW YORK LAW SHALL GOVERN AS TO THIS AGREEMENT, TO THE TIME EXTENT CALIFORNIA LAW SHALL APPLY, THE PAYMENT OF SUCH BREACHAMOUNT 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 FACILITATOR PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.Facilitator’s Initials: /s/ TCF Purchaser’s Initials: /s/ TB

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser's Surviving Obligations, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, except those obligations that survive a termination hereof by its termsBEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ ' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER AGREE THAT SELLER’S RIGHT TO RETAIN WOULD SUFFER IN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR EVENT OF PURCHASER’S 'S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER'S DEFAULT HEREUNDER OR THE FAIURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations or any other provisions of this Agreement that by their terms expressly survive termination, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. THE PARTIES HERETO ACKNOWLEDGE THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER AGREE THAT SELLER’S RIGHT TO RETAIN WOULD SUFFER IN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. This Section 10.1 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, 5.3, 9.1, 11.8 or 11.17 of this Agreement.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property Properties in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH BREACII OF THIS TIIIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE TILE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property Properties in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH BREACII OF THIS TIIIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE TILE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. Section 10.3.

Purchaser’s Default. If In the sale contemplated hereby is event that (i) Purchaser does not consummated because terminate this Agreement prior to the expiration of the Due Diligence Period, and Purchaser, thereafter, in breach of this Agreement (e.g., without the material breach or default by Seller under this Agreement or the failure of a default by condition to close hereunder in favor of Purchaser), fails to close the transaction contemplated under this Agreement on the Target Closing Date (or the Accelerated Closing Date or Outside Closing Date, as applicable), (ii) Purchaser is in breach of any of its obligation representations and warranties hereunder or (iii) Purchaser fails or refuses to purchase perform its obligations hereunder, then Seller shall be entitled to terminate this Agreement and retain the Property in accordance with the terms of ▇▇▇▇▇▇▇ Money, which retention thereof shall be Seller’s sole and exclusive remedy under this Agreement, and if at law or in equity, for such breach or default is not cured within ten (10) days from written notice thereof from Seller that results in the failure of the transaction to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations close as contemplated under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its termsAgreement. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES PARTIES HAVE DISCUSSED THE POSSIBLE CONSEQUENCES TO SELLER IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF A PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT. THE PARTIES HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER OCCURRING IN THE EVENT OF PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT AND THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S DEFAULT HEREUNDER, HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSITED WITH ESCROW AGENT, AND IN THE EVENT THIS TRANSACTION FAILS TO CLOSE DUE TO PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE SAME AS FULLY AGREED LIQUIDATED DAMAGES. SELLER WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST PURCHASER FOR FAILURE TO CLOSE THIS TRANSACTION DUE TO PURCHASER’S BREACH OR DEFAULT, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE. THE PAYMENT AND RETENTION OF THE ▇▇▇▇▇▇▇ MONEY DEPOSITED WITH ESCROW AGENT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON ANY SUCH BREACH OR DEFAULT AND FAILURE TO CLOSE BY PURCHASER WOULD HEREUNDER, THIS AGREEMENT SHALL BE DIFFICULT TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR IMPOSSIBLE OBLIGATIONS HEREUNDER, EACH TO DETERMINETHE OTHER, THAT EXCEPT FOR THE AMOUNT SURVIVING OBLIGATIONS AND THE RIGHT OF SELLER TO RETAIN SUCH ▇▇▇▇▇▇▇ MONEY AND RECOVER ANY AMOUNTS SELLER IS ENTITLED TO UNDER SECTION 9.14, AND EXCEPT AS EXPRESSLY PROVIDED ABOVE. THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE PARTIES AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT TRANSACTION AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST MARKETPLACE AT THE TIME OF SUCH BREACH. PURCHASER HEREOF, THIS LIQUIDATED DAMAGES PROVISION IS REASONABLE AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENTFLORIDA LAW.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this AgreementIF (1) THE CLOSING DOES NOT OCCUR AS A RESULT OF PURCHASER’S FAILURE TO PAY THE PURCHASE PRICE AND DELIVER THE DOCUMENTS LISTED IN SECTION 10(b) AND SECTION 10(c) ON OR BEFORE THE CLOSING DATE, and if such default is not cured within ten WITH ALL CONDITIONS TO PURCHASER’S OBLIGATION TO CLOSE HEREUNDER HAVING BEEN SATISFIED, OR (2) PURCHASER FAILS TO DELIVER THE DEPOSIT AS REQUIRED BY SECTION 2(a)(i) HEREOF, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO (1) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, WHEREUPON THE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES, AND (2) WITHIN TEN (10) days from written notice thereof from Seller to Purchaser BUSINESS DAYS AFTER THE PURCHASER’S DEFAULT, AT SELLER’S OPTION, SELL THE INTERESTS TO ARS VI INVESTOR I, LP OR AN AFFILIATE THEREOF, FOR A PURCHASE PRICE AT LEAST EQUAL TO NINETY SEVEN PERCENT OF THE OFFER PRICE SPECIFIED IN THE OFFER NOTICE DATED MAY 4, 2018 DELIVERED TO PURCHASER PURSUANT TO SECTION 8.2 OF EACH OF THE JV AGREEMENTS WITHOUT COMPLYING WITH THE TERMS OF SECTION 8.3 OF EACH OF THE JV AGREEMENTS (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3THE “TAG ALONG PROVISIONS”), then: AND IN CONNECTION THEREWITH, WITHOUT ANY FURTHER ACTION OR OTHER NOTICE BEING REQUIRED TO BE PROVIDED TO PURCHASER, PURCHASER HEREBY AGREES THAT ANY AND ALL RIGHTS IT OR ITS AFFILIATES HAVE UNDER THE TAG ALONG PROVISIONS SHALL BE DEEMED TO HAVE BEEN IMMEDIATELY AND AUTOMATICALLY WAIVED WITH RESPECT TO SUCH SALE TO ARS VI INVESTOR I, LP OR AN AFFILIATE THEREOF WITHIN SUCH TEN (a10) this Agreement shall automatically terminateBUSINESS DAY PERIOD, WITHOUT ANY ACTION ON ITS OR SUCH AFFILIATES’ PART WHATSOEVER; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherPROVIDED, except those obligations that survive a termination hereof by its termsHOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER HEREUNDER, EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. PURCHASER THE PARTIES ACKNOWLEDGE AND SELLER ACKNOWLEDGE AGREE THAT THE SELLER’S ACTUAL DAMAGES TO SELLER IN THE EVENT OF A BREACH PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINEAGREEMENT, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE DEPOSIT, IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD BE SUFFERED BY INCUR IN SUCH EVENT. THE PAYMENT OF THE DEPOSIT TO SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES EXISTING PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DATE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THIS AGREEMENT THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND UNDER THE CIRCUMSTANCES FACT THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THIS AGREEMENT WAS MADE, THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION. INITIALS: /S/ JR /s/ TL

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this AgreementAFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)IF THE SETTLEMENT DOES NOT OCCUR AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherSELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT WHEREUPON THE DAMAGES DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES, AS SELLER’S SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH DEFAULT HEREUNDER BY PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER HEREUNDER, EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A BREACH PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINEAGREEMENT, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD BE SUFFERED BY INCUR IN SUCH EVENT. THE PAYMENT OF THE DEPOSIT TO SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES EXISTING PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DATE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THIS AGREEMENT THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND UNDER THE CIRCUMSTANCES FACT THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THIS AGREEMENT WAS MADE, THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS CONSEQUENCES OF THIS AGREEMENT.LIQUIDATED DAMAGES PROVISION. INITIALS:

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property Subject Interests in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller Sellers as liquidated damages; and (c) Seller except for Purchaser’s Surviving Obligations and Purchaser’s obligations under Section 5.2, Sellers and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SELLER SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. SUBJECT TO SECTION 11.9. PURCHASER AND SELLER SELLERS AGREE THAT SELLER’S SELLERS’ RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SELLERS’ SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT INTERESTS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.. Back to Contents

Purchaser’s Default. If the Sellers shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Property Assets in accordance with the terms of this Agreement, and if such which default is not cured by the Purchaser within ten three (103) days from Business Days after receipt of written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)Sellers, then: then (a) the Sellers may terminate this Agreement shall automatically terminateby written notice to the Purchaser and the Escrow Agent; (b) the Escrow Agent shall promptly pay the Deposit to the Sellers and the Deposit shall be paid to and retained by Seller the Sellers as liquidated damages; and (c) Seller the Purchaser shall pay any fees and/or charges of the Escrow Agent for its services as Escrow Agent hereunder and Purchaser (d) the parties hereto shall have no further rights, liabilities or obligations to each otherunder this Agreement, except those such rights, liabilities and obligations that expressly survive a the termination hereof by its termsof this Agreement. THE PURCHASER AND SELLER THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SELLER THE SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND SELLER THE SELLERS AGREE THAT SELLER’S EXCEPT FOR MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT, THE SELLERS’ RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S THE SELLERS’ SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE ANY BREACH BY THE PROPERTY IN ACCORDANCE WITH PURCHASER OF THE TERMS OF THIS AGREEMENT. THE SELLERS IRREVOCABLY WAIVE THE RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING THE REMEDIES OF DAMAGES AND SPECIFIC PERFORMANCE. The provisions of this Section 11.2 shall survive any termination of this Agreement pursuant to this Section 11.2.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD CLOSING SHALL FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE OCCUR BY REASON OF PURCHASER’S DEFAULT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. AGREEMENT, PURCHASER AND SELLER AGREE THAT THE DAMAGES THAT SELLER SHALL SUSTAIN AS A RESULT THEREOF SHALL BE SUBSTANTIAL AND SHALL BE DIFFICULT TO ASCERTAIN. PURCHASER AND SELLER THEREFORE AGREE THAT IF THE CLOSING SHALL FAIL TO OCCUR DUE TO PURCHASER’S DEFAULT HEREUNDER, SELLER’S RIGHT REMEDY SHALL BE TO RETAIN RECEIVE AS LIQUIDATED DAMAGES THE ENTIRE DEPOSIT (AND IN SUCH CIRCUMSTANCES PURCHASER SHALL JOIN WITH SELLER IN A WRITTEN INSTRUCTION TO ESCROW AGENT TO PAY THE DEPOSIT TO SELLER IN THE MANNER SET FORTH IN SECTION 3.02), AND THEREAFTER NEITHER PURCHASER NOR SELLER SHALL BE SELLER’S SOLE REMEDYHAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER HEREUNDER, EXCEPT FOR SUCH LIABILITIES AND OBLIGATIONS AS ARE EXPRESSLY STATED TO SURVIVE THE TERMINATION 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 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR ALL PURPOSES (INCLUDING PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677). NOTWITHSTANDING THE FOREGOING, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW AND EQUITY IN EQUITYTHE EVENT THAT PURCHASER FAILS TO PERFORM ANY OF THE OTHER TERMS, FOR COVENANTS, CONDITIONS AND AGREEMENTS TO BE PERFORMED BY PURCHASER HEREUNDER (I.E., OTHER THAN PURCHASER’S FAILURE OBLIGATION TO PURCHASE CONSUMMATE THE PROPERTY IN ACCORDANCE WITH CLOSING HEREUNDER), INCLUDING, WITHOUT LIMITATION, THE TERMS OF THIS AGREEMENTCONFIDENTIALITY PROVISIONS HEREOF.

Purchaser’s Default. If the sale transaction contemplated hereby is not consummated because shall fail to close as and when required as a result of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)default hereunder, then: (a) this Agreement shall automatically terminate; (b) , as Seller’s sole and exclusive remedy for such default, the Deposit shall be paid over to and retained by Seller as agreed and liquidated damages; damages and (c) not as a penalty, it being acknowledged by Buyer and Seller and that in such event Seller will suffer substantial damages but such damages are incapable of exact ascertainment. After payment to Seller of the Deposit, neither Seller nor Purchaser shall have no any further rights or obligations to each other, hereunder except for those obligations that designated to survive a termination hereof by under this Agreement. If subsequent to Closing Purchaser shall fail to comply with its termsobligation contained herein which survive Closing, Seller, in addition to any rights and remedies provided herein, shall be entitled to any and all remedies available at law or in equity. IF PURCHASER FAILS TO COMPLETE THE ACQUISITION OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, IT IS AGREED THAT THE DEPOSIT SHALL BE NON-REFUNDABLE AND SELLER ACKNOWLEDGE SHALL BE ENTITLED TO SUCH DEPOSIT, WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. SELLER AND PURCHASER AGREE THAT IT WOULD BE DIFFICULT IMPRACTICAL OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON PURCHASER'S FAILURE TO COMPLETE ITS ACQUISITION OF THE DEPOSIT REPRESENTS PROPERTY. PURCHASER DESIRES TO LIMIT THE PARTIES’ BEST MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND MOST ACCURATE ESTIMATE OF PURCHASER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES THAT WOULD BE SUFFERED OR OTHERWISE ENFORCE THE SELLER’S RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY SELLER IF ESCROW HOLDER TO EFFECTUATE THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE TERMS OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PARAGRAPH, PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN EXECUTE THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE SAME. THE PROPERTY IN ACCORDANCE WITH THE TERMS OF PARTIES ACKNOWLEDGE THIS AGREEMENT.PROVISION BY PLACING THEIR INITIALS BELOW: Seller Purchaser

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: IN THE EVENT (a) this Agreement shall automatically terminate; ALL OF THE CONDITIONS TO THIS AGREEMENT SHALL HAVE BEEN SATISFIED OR WAIVED: (b) the Deposit shall be paid to and retained by Seller as liquidated damagesSELLER SHALL HAVE FULLY PERFORMED OR TENDERED PERFORMANCE OF ITS OBLIGATIONS HEREUNDER; and (c) Seller and Purchaser shall have no further obligations to each otherPURCHASER SHALL FAIL TO PERFORM ITS OBLIGATION HEREUNDER; AND (d) THE CLOSING SHALL FAIL TO OCCUR SOLELY AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, except those obligations that survive a termination hereof by its termsTHEN, AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR PURCHASER’S FAILURE TO CLOSE, THE ENTIRE AMOUNT OF THE DEPOSIT (PLUS ALL INTEREST ACCRUED THEREON IF ANY) SHALL BE IMMEDIATELY PAID TO SELLER. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT THE SELLER’S DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT DETERMINE AND THE AMOUNT OF THE DEPOSIT REPRESENTS (PLUS ALL INTEREST ACCRUED THEREON IF ANY) IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF DAMAGES SELLER WOULD SUFFER IN THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF EVENT THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF PROVIDED FOR IN THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACHFAILS TO CLOSE. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT (PLUS ALL INTEREST ACCRUED THEREON IF ANY) SHALL BE SELLER’S THE SOLE REMEDY, AT LAW AND EXCLUSIVE REMEDY OF SELLER IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS EVENT OF BREACH OF THIS AGREEMENTAGREEMENT BY PURCHASER AS PROVIDED ABOVE.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its termsALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT AGREEMENT, SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES’ BEST AND MOST ACCURATE ' REASONABLE ESTIMATE OF SELLER'S DAMAGES. 11. SELLER'S DEFAULT. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY ▇▇▇▇▇▇▇T ACCRUED THEREON, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT SHALL THEN BECOME NULL AND UNDER VOID AND OF NO EFFECT AND THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT PARTIES SHALL HAVE NO FURTHER LIABILITY TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, EACH OTHER AT LAW AND OR IN EQUITY, EXCEPT FOR PURCHASER’S FAILURE 'S OBLIGATIONS TO PURCHASE INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH MORE FULLY IN ACCORDANCE WITH PARAGRAPH 7 AND PURCHASER'S RIGHT TO RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY OUT-OF-POCKET EXPENSES INCURRED IN THE TERMS PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER AND THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT, NOT TO EXCEED $100,000 IN THE AGGREGATE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT IS ITS INTENTIONAL REFUSAL TO DELIVER THE DEED, THE ASSIGNMENT AND ASSUMPTION OF GROUND LEASE OR ANY OF THE OTHER CLOSING DOCUMENTS SET FORTH IN PARAGRAPH 9.2, THEN PURCHASER WILL BE ENTITLED TO SPECIFIC PERFORMANCE.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 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.