Common use of Seller’s Remedies Clause in Contracts

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY THE SELLERS TO PERFORM HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SHALL BE ENTITLED, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. THE SELLERS AND PURCHASER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASER’S INITIALS

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO BUYER DEFAULTS UNDER THIS AGREEMENT AT OR PRIOR TO CLOSING AND SUCH DEFAULT IS NOT CURED WITHIN FIVE (FOR ANY REASON EXCEPT FAILURE BY THE SELLERS TO PERFORM HEREUNDER)5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER, OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SHALL BE ENTITLEDTHEN SELLER, AS THEIR ITS SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT)AND EXCLUSIVE REMEDY, TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND RECEIVE OR RETAIN THE OTHER PURCHASE AND SALE AGREEMENTS THEN-CURRENT DEPOSIT DUE HEREUNDER (EXCEPT WHETHER OR NOT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATIONFULL AMOUNT OF SAME HAS BEEN DEPOSITED WITH ESCROW HOLDER) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION TO OR RIGHTS AGAINST THE OTHER EXCEPT ANY RIGHTS OR OBLIGATIONS OF CLAIMS AGAINST PURCHASER HEREUNDEREITHER PARTY WHICH ARE EXPRESSLY STATED TO SURVIVE TERMINATION OF THIS AGREEMENT. THE SELLERS AND PURCHASER PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE SELLERS’ DAMAGES RESULTING FROM PURCHASEREVENT OF BUYER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE ON ITS OBLIGATIONS. ALTHOUGH THE AMOUNT OF SUCH DAMAGES IS DIFFICULT OR IMPOSSIBLE TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. DETERMINE, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S ACTUAL DAMAGES LOSS IN THE EVENT OF PURCHASERBUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE PAYMENT OF THE EXXXXXX MONEY TO SELLER DEPOSIT AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS BUT NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE PENALTY. SUCH LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY; PROVIDED, 1676 AND 1677 HOWEVER, SELLER’S RECEIPT OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF SUCH LIQUIDATED DAMAGES AGREED UPON, AMOUNT FOLLOWING A DEFAULT BY BUYER SHALL BE INDEPENDENT OF AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT NULLIFY, LIMIT SELLEROR RELIEVE BUYER OF SUCH PARTY’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT WHICH ARE EXPRESSLY STATE THAT THEY SHALL STATED TO SURVIVE THE TERMINATION OF THIS AGREEMENTTERMINATION. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASER’S INITIALSNotwithstanding anything contained herein to the contrary, if any of the representations or warranties of Buyer that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are false or inaccurate, or Buyer is in breach or default of any of its obligations under this Agreement that survive Closing, and if Seller shall have had knowledge of the false or inaccurate representations or warranties or other breach or default but Seller nonetheless closes the transactions hereunder, then Buyer shall have no liability or obligation respecting such false or inaccurate representations or warranties or other breach or default (and any cause of action resulting therefrom shall terminate upon the Closing).

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER BUYER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO UNDER THIS AGREEMENT AT WITHIN 15 DAYS AFTER WRITTEN DEMAND FOR PERFORMANCE DELIVERED TO BUYER BY SELLER (PROVIDED THAT BUYER’S CURE RIGHT SHALL NOT EXTEND BEYOND THE CLOSING DATE UNLESS SUCH DEFAULT IS NOT RELATED TO THE PAYMENT OF THE PURCHASE PRICE, AND IN THE EVENT BUYER’S DEFAULT OCCURS SUCH THAT THE CURE PERIOD WOULD EXTEND THE CLOSING BEYOND THE CLOSING DATE, THEN BUYER SHALL NOT HAVE ANY CURE RIGHT AND SELLER MAY EXERCISE ITS REMEDIES IMMEDIATELY UNLESS BUYER HAS DEPOSITED THE PURCHASE PRICE INTO ESCROW) THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE ITS OBLIGATION TO COMPLETE THE TRANSFER OF THE PROPERTY AND, UPON SO DOING, WILL BE ENTITLED TO RECEIVE THE XXXXXXX MONEY AS LIQUIDATED DAMAGES. SELLER WAIVES ALL REMEDIES FOR BUYER’S FAILURE TO COMPLETE THE TRANSFER OF THE PROPERTY, EXCEPT THOSE SPECIFICALLY PROVIDED FOR IN THIS SECTION 11(A). SELLER AND BUYER ACKNOWLEDGE THAT SELLER’S DAMAGE WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO CLOSING (ASCERTAIN IN THE EVENT OF BUYER’S DEFAULT IN ITS OBLIGATION TO PURCHASE THE PROPERTY AND THAT THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 11(A) ARE A REASONABLE ESTIMATE OF SELLER’S DAMAGES. SELLER AND BUYER ACKNOWLEDGE THAT THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN SET TAKING INTO ACCOUNT VARIOUS FACTORS, INCLUDING THE POTENTIAL FOR CHANGE IN VALUE OF THE PROPERTY. BUYER AND SELLER REPRESENT AND WARRANT TO EACH THAT THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION DO NOT CREATE AN IMBALANCE BETWEEN SELLER AND BUYER, AND THAT THIS PROVISION DID NOT RESULT FROM ANY IMBALANCE IN BARGAINING POWER BETWEEN BUYER AND SELLER IN NEGOTIATING THIS AGREEMENT. THE REMEDIES PROVIDED IN THIS SECTION 11(A) ARE EXCLUSIVE, PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 11(A) LIMITS SELLER’S REMEDIES FOR ANY REASON EXCEPT FAILURE BREACH BY BUYER OF ANY REPRESENTATION, WARRANTY, OBLIGATION, UNDERTAKING OR INDEMNITY THAT SURVIVES THE SELLERS TO PERFORM HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE TERMINATION OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SHALL BE ENTITLEDTHIS AGREEMENT, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT). IF CLOSING IS CONSUMMATED, THEN SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IF BUYER FAILS TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION PERFORM ANY OBLIGATION OF CLAIMS AGAINST PURCHASER HEREUNDER. THE SELLERS AND PURCHASER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS LIQUIDATED DAMAGES BUYER UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASER’S INITIALSBUYER ___________ SELLER _/s/WGGN________ Sugarhouse PSA (Multifamily)

Seller’s Remedies. (a) With respect to the Ventana Inn & SpaAsset: IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY THE SELLERS TO PERFORM HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SHALL BE ENTITLED, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. THE SELLERS AND PURCHASER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR THElR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 45 [ILLEGIBLE] /s/ CTP SELLERS’ INITIALS [ILLEGIBLE] /s/ SBS PURCHASER’S INITIALSINITIALS (b) Intentionally Omitted.

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER BUYER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE DEFAULT BY THE SELLERS TO PERFORM SELLER OF ITS OBLIGATIONS HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASERBUYER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SELLER SHALL BE ENTITLED, AS THEIR ITS SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH AS PROVIDED IN THIS AGREEMENTSECTIONS 4.11, 8.6, 10.3 AND 10.4 HEREOF), TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX XXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER BUYER HEREUNDER. THE SELLERS SELLER AND PURCHASER BUYER AGREE THAT THE SELLERS’ SELLER’S DAMAGES RESULTING FROM PURCHASERBUYER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATEARE DIFFICULT, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX XXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS SUCH LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 1677. NOTWITHSTANDING ANYTHING IN THIS SECTION 10.1 TO THE CONTRARY, IN THE EVENT OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLERBUYER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE DEFAULT OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE A TERMINATION OF THIS AGREEMENT, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT BUYER OR ANY PARTY RELATED TO OR AFFILIATED WITH BUYER AND WHO IS ACTING AT BUYER’S DIRECTION, IS ASSERTING ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO THE PROPERTY. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASERIN ALL OTHER EVENTS SELLER’S INITIALSREMEDIES SHALL BE LIMITED TO THOSE DESCRIBED IN THIS SECTION 10.1 AND SECTIONS 4.11, 8.6, 10.3 AND 10.4 HEREOF. IF CLOSING IS CONSUMMATED, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT BUYER FAILS TO PERFORM ANY OBLIGATION OF BUYER UNDER THIS AGREEMENT. Buyer Initials: /s/ JM Seller Initials: /s/ DA

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS CONSUMMATE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT OR OTHERWISE DEFAULTS ON ITS OBLIGATIONS HEREUNDER AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY THE SELLERS SELLER TO PERFORM HEREUNDER, AND SUCH DEFAULT OR BREACH IS NOT CURED BY THE EARLIER OF THE THIRD BUSINESS DAY AFTER WRITTEN NOTICE THEREOF FROM SELLER OR THE CLOSING DATE (EXCEPT NO NOTICE OR CURE PERIOD SHALL APPLY IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SELLER SHALL BE ENTITLED, AS THEIR ITS SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH AS PROVIDED IN THIS AGREEMENTSECTIONS 4.10, 8.6, 10.3 AND 10.4 HEREOF), TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. THE SELLERS SELLER AND PURCHASER AGREE THAT THE SELLERS’ SELLER’S DAMAGES RESULTING FROM PURCHASER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATEARE DIFFICULT, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. AFTER NEGOTIATION, THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN HAVE AGREED THAT, CONSIDERING ALL THE EVENT CIRCUMSTANCES EXISTING ON THE DATE OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THIS AGREEMENT, THE PAYMENT AMOUNT OF THE EXXXXXX MONEY TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 REASONABLE ESTIMATE OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED DAMAGES THAT SELLER WOULD INCUR DUE TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODEPURCHASER’S DEFAULT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. INITIALS: SELLER /s/ MH PURCHASER /s/ AK NOTWITHSTANDING ANYTHING IN THIS SECTION 10.1 TO THE FOREGOING SHALL NOT LIMIT SELLERCONTRARY, IN THE EVENT OF PURCHASER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE DEFAULT OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE A TERMINATION OF THIS AGREEMENT, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY (OTHER THAN SPECIFIC PERFORMANCE) IN THE EVENT PURCHASER OR ANY PARTY RELATED TO OR AFFILIATED WITH PURCHASER IS ASSERTING ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO THE PROPERTY. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASERIN ALL OTHER EVENTS SELLER’S INITIALSREMEDIES SHALL BE LIMITED TO THOSE DESCRIBED IN THIS SECTION 10.1 AND SECTIONS 4.10, 8.6, 10.3 AND 10.4 HEREOF. IF CLOSING IS CONSUMMATED, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT PURCHASER FAILS TO PERFORM ANY OBLIGATION OF PURCHASER UNDER THIS AGREEMENT.

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THE CLOSING DOES NOT OCCUR SOLELY BECAUSE OF A BREACH OF THIS AGREEMENT AT OR PRIOR BY BUYER (OTHER THAN A BREACH IN RESPONSE TO CLOSING (FOR ANY REASON EXCEPT FAILURE A MATERIAL BREACH BY THE SELLERS TO PERFORM HEREUNDERSELLER), OR IF PRIOR IMMEDIATELY UPON SELLER’S REQUEST (MADE IN ITS SOLE AND ABSOLUTE DISCRETION), SELLER AND BUYER SHALL INSTRUCT THE ESCROW AGENT TO CLOSING DELIVER TO SELLER THE PERFORMANCE DEPOSIT AS A LIQUIDATED DAMAGE AND NOT AS A PENALTY, AND TERMINATE THIS AGREEMENT, AS SELLER’S SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT, ALL OTHER REMEDIES (EXCEPT AS EXPRESSLY RETAINED IN ARTICLE 17.3) BEING EXPRESSLY WAIVED BY SELLER. NOTWITHSTANDING ANY ONE OR MORE PROVISION HEREOF TO THE CONTRARY, SELLER MAY RECEIVE THE DEPOSIT AS A LIQUIDATED DAMAGE ONLY IN THE EVENT THIS AGREEMENT IS TERMINATED DUE SOLELY TO THE BREACH HEREOF BY BUYER IN THE ABSENCE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECTBREACH HEREOF BY SELLER. BUYER AND SELLER AGREE THAT IN THE EVENT OF SUCH BREACH OF THIS AGREEMENT BY BUYER, THE SELLERS SHALL PARTIES ACKNOWLEDGE THAT SELLER WILL BE ENTITLEDDAMAGED (INCLUDING LOSS OF OTHER POTENTIAL BUYERS, UNRECOVERABLE MARKETING, SALES AND PROCESSING COSTS AND COSTS OF HOLDING THE PROPERTIES BEYOND THE CLOSING DATE) AND WILL BE ENTITLED TO COMPENSATION FOR THESE DAMAGES, BUT THE PARTIES FURTHER ACKNOWLEDGE AND AGREE SUCH DAMAGES WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN BECAUSE, AMONG OTHER REASONS, (i) THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WOULD BE BASED ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTIES AT THE CLOSING DATE AND THE PURCHASE PRICE FOR THE PROPERTIES AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), WHICH DIFFERENCE WOULD HAVE TO TERMINATE BE BASED ON OPINIONS OF VALUE OF THE PROPERTIES, WHICH CAN VARY IN SIGNIFICANT AMOUNTS AND WHICH WOULD SIGNIFICANTLY DEPEND ON UNCERTAIN AND VARYING ESTIMATES AND PROJECTIONS REGARDING OIL AND GAS RESERVES AND ANTICIPATED FUTURE PRICES FOR OIL AND GAS; AND (ii) IT IS IMPOSSIBLE TO PREDICT, AS OF THE DATE OF THIS AGREEMENT, WHETHER THE VALUE OF THE PROPERTIES WILL INCREASE OR DECREASE AS OF CLOSING DATE, AND BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE. MOREOVER, BUYER AND SELLER WISH TO AVOID THE COSTS, LENGTHY DELAYS AND SUBSTANTIAL UNCERTAINTIES THAT WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR BUYER’S BREACH OF THIS AGREEMENT. ACCORDINGLY, IN THE EVENT THIS AGREEMENT IS TERMINATED BY SELLER DUE SOLELY TO THE BREACH HEREOF BY BUYER IN THE ABSENCE OF ANY MATERIAL BREACH HEREOF BY SELLER, BUYER AND SELLER AGREE THAT IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER “LIQUIDATED DAMAGES” EQUAL TO THE OTHER PURCHASE SEVEN MILLION FIVE HUNDRED THOUSAND DOLLAR ($7,500,000) PERFORMANCE DEPOSIT PAID BY BUYER AND SALE AGREEMENTS (EXCEPT FOR SELLER TO RECEIVE SAID PERFORMANCE DEPOSIT FROM THE PROVISIONS HEREOF ESCROW AGENT AS “LIQUIDATED DAMAGES.” SELLER AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) BUYER ACKNOWLEDGE AND RECOVER AGREE THAT THE EXXXXXX MONEY FOREGOING AMOUNT IS REASONABLE AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. THE SELLERS AND PURCHASER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT WOULD SHALL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 SOLE AND 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME EXCLUSIVE REMEDY IF THIS AGREEMENT WAS MADE, IS TERMINATED DUE SOLELY TO THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONBREACH HEREOF BY BUYER. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENTARTICLE 17.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. 45 [ILLEGIBLE] SELLERS’ ________________________ ________________________ SELLER’S INITIALS [ILLEGIBLE] PURCHASERBUYER’S INITIALS

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS TO PERFORM COMPLETE THE ACQUISITION AS HEREIN PROVIDED SOLELY BY REASON OF A DEFAULT OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY THE SELLERS TO PERFORM HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SELLER SHALL BE ENTITLED, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), ENTITLED TO TERMINATE THIS AGREEMENT AND RECEIVE AND RETAIN THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES AND NOT AS PENALTYAND, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. THE SELLERS AND PURCHASER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THEREAFTER THE PARTIES SHALL BE RELEASED FROM ANY FURTHER OBLIGATIONS HEREUNDER OTHER THAN PURSUANT TO ANY PROVISION HEREOF WHICH EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT. BY INITIALING BELOW, PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF SUCH CONSENT OR INSTRUCTION IS REQUIRED BY ESCROW AGENT (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING REASONABLE THIRD PARTY ATTORNEYS’ FEES ACTUALLY INCURRED) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY IF AND TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY AND ENTITLED TO SUCH FEES PURSUANT TO SECTION 16.5; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER SUCH AMOUNT AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODEPENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODESELLER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME NOTHING IN THIS AGREEMENT WAS MADESHALL, THE CONSEQUENCES HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF PURCHASER’S INDEMNITY AND REPAIR OBLIGATIONS UNDER SECTION 5.2.5 AND/OR SECTION 5.2.8 ABOVE OR ANY OTHER INDEMNITY OBLIGATION OF PURCHASER UNDER SECTION 7.1.2(3) OR SECTION 11.2.1 OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT AGREEMENT OR FOR ATTORNEYS’ FEES PURSUANT TO AND COSTS AS PROVIDED IN SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT16.5 BELOW. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASER’S INITIALSACCEPTED AND AGREED TO: /s/ JRM /s/ AK Seller Purchaser

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: NOTWITHSTANDING ANYTHING CONTAINED IN THIS CONTRACT, IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO HAS NOT TERMINATED THIS AGREEMENT AT OR CONTRACT PRIOR TO CLOSING THE EXPIRATION OF THE INSPECTION PERIOD IN ACCORDANCE WITH THE TERMS OF THIS CONTRACT, AND THE SALE OF THE PROPERTY TO PURCHASER IS NOT CONSUMMATED DUE TO A DEFAULT UNDER THIS CONTRACT BY PURCHASER (FOR ANY REASON EXCEPT FAILURE AND SELLER HAS PERFORMED ALL OF ITS COVENANTS HEREUNDER AND ALL CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE TO BE PERFORMED BY THE SELLERS TO PERFORM HEREUNDERSELLER HAVE BEEN SATISIFED), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SELLER SHALL BE ENTITLED, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT ENTITLED TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER RETAIN THE EXXXXXX MONEY AS SELLER'S LIQUIDATED DAMAGES AS SELLER'S SOLE AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDEREXCLUSIVE REMEDY. THE SELLERS AND PURCHASER PARTIES AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATEASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS CONTRACT, AND IF NOT IMPOSSIBLETHAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS CONTRACT, TO DETERMINE AND THE EXXXXXX MONEY IS LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A FAIR AND REASONABLE ESTIMATE OF THOSE THE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT SELLER WILL INCUR AS A RESULT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLERFAILURE. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS SUCH LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS CALIFORNIA CIVIL CODE SECTION 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677 OF 1677. THE CALIFORNIA CIVIL CODE. BY PLACING PARTIES HAVE SET FORTH THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS BELOW TO INDICATE THEIR AGREEMENT WITH THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND PROVISION CONTAINED IN THIS SECTION. THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONPROVISION CONTAINED IN THIS SECTION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] 'S INITIALS: _______ PURCHASER’S 'S INITIALS:___________

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR BY REASON OF ANY DEFAULT BY BUYER UNDER THIS AGREEMENT AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY THE SELLERS TO PERFORM HEREUNDER)AGREEMENT, OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE THEN SELLERS SHALL BE ENTITLED, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH AS PROVIDED IN THIS AGREEMENTSECTIONS 4.9, 8.5, 10.3 AND 10.4), TO TERMINATE THIS AGREEMENT AND RETAIN OR RECOVER (AS THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT CASE MAY BE) THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX ENTIRE XXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER BUYER HEREUNDER. THE SELLERS AND PURCHASER BUYER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASERANY SUCH BUYER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATEARE DIFFICULT, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX XXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS SUCH LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODEPENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT SELLERS. NOTWITHSTANDING ANYTHING IN THIS SECTION 10.1 TO SECTIONS 1671THE CONTRARY, 1676 AND 1677 IN THE EVENT OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLERBUYER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE DEFAULT OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE A TERMINATION OF THIS AGREEMENT, SELLERS SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IF BUYER OR ANY PARTY RELATED TO OR AFFILIATED WITH BUYER IS ASSERTING BY LEGAL PROCEEDINGS, NOTICES OR FILINGS ANY CLAIMS OR RIGHT TO THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE RECORDING OF A LIS PENDENS OR OTHER LIEN AGAINST THE PROPERTY OR ANY PORTION THEREOF OR THE SEEKING OF AN INJUNCTION OR SIMILAR RELIEF) THAT WOULD OTHERWISE DELAY OR PREVENT SELLERS FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO THE PROPERTY OR ANY PORTION THEREOF. 45 [ILLEGIBLE] IN ALL OTHER EVENTS SELLERS’ INITIALS [ILLEGIBLE] PURCHASERREMEDIES SHALL BE LIMITED TO THOSE DESCRIBED IN THIS SECTION 10.1 AND SECTIONS 4.9, 8.5, 10.3 AND 10.4 HEREOF. IF THE CLOSING IS CONSUMMATED, SELLERS SHALL HAVE ALL REMEDIES AVAILABLE AT LAW AND/OR IN EQUITY IF BUYER FAILS TO PERFORM ANY OF BUYER’S INITIALSPOST-CLOSING OBLIGATIONS UNDER THIS AGREEMENT.

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF IN THE EVENT PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO TERMINATES THIS AGREEMENT AT OR PRIOR TO CLOSING (PURCHASE CONTRACT FOLLOWING THE FEASIBILITY PERIOD FOR ANY REASON EXCEPT FAILURE OTHER THAN SELLERS INABILITY TO CONVEY TITLE AS REQUIRED BY THE SELLERS TO PERFORM HEREUNDER)THIS PURCHASE CONTRACT, OR IF PURCHASER DEFAULTS HEREUNDER PRIOR TO THE CLOSING ANY ONE DATE AND CONSUMMATION OF THE CLOSING DOES NOT OCCUR BY REASON OF SUCH TERMINATION OR MORE OF DEFAULT BY PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SHALL BE ENTITLED, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. THE SELLERS SELLER AND PURCHASER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATEESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, SELLER AND IF NOT IMPOSSIBLEPURCHASER HEREBY AGREE THAT, EXCEPT FOR THE PURCHASERS OBLIGATIONS TO DETERMINE AND SELLER UNDER SECTION 3.5, THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE TOTAL NET DETRIMENT THAT SELLER’S ACTUAL DAMAGES SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER TERMINATES THIS PURCHASE CONTRACT OR DEFAULTS HEREUNDER PRIOR TO THE CLOSING DATE IS AND SHALL BE, AS SELLER'S SOLE REMEDY (WHETHER AT LAW OR IN EQUITY), THE RIGHT TO RECEIVE FROM THE ESCROW AGENT AND RETAIN THE FULL AMOUNT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINETHE DEPOSIT. THE PAYMENT AND PERFORMANCE OF THE EXXXXXX MONEY TO SELLER ABOVE AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT APPLICABLE LAW AND IS INTENDED TO CONSTITUTE SETTLE ALL ISSUES AND QUESTIONS ABOUT THE AMOUNT OF DAMAGES SUFFERED BY SELLER IN THE APPLICABLE EVENT, EXCEPT ONLY FOR DAMAGES UNDER SECTION 5.3 ABOVE, IRRESPECTIVE OF THE TIME WHEN THE INQUIRY ABOUT SUCH DAMAGES MAY TAKE PLACE. UPON ANY SUCH FAILURE BV PURCHASER HEREUNDER, THIS PURCHASE CONTRACT SHALL BE TERMINATED, AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE PURCHASER'S OBLIGATIONS TO SELLER UNDER SECTION 5.3 ABOVE, AND THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. EXTENT NOT THERETOFORE PAID BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASER’S INITIALS.

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AT THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF BUYER'S DEFAULT UNDER OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY BREACH OF THE SELLERS TO PERFORM HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE TERMS OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SHALL BE ENTITLED, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. THE SELLERS AND PURCHASER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE ALTHOUGH THE AMOUNT OF SUCH DAMAGES IS DIFFICULT OR IMPOSSIBLE TO BE CERTAINDETERMINE. ALL OTHER CLAIMS IF BUYER SHOULD FAIL TO DAMAGES CONSUMMATE THIS AGREEMENT AS A RESULT OF BUYER'S DEFAULT UNDER OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE BREACH OF THE TERMS OF THIS AGREEMENT, THEN SELLER MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER AND CONSUMMATE ESCROW AND SELLER SHALL RECEIVE OR RETAIN THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLERACCRUED DEPOSIT AS LIQUIDATED DAMAGES, BUT NOT AS A PENALTY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE ACCRUED DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S ACTUAL DAMAGES 'S LOSS IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEBUYER'S DEFAULT. SELLER HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR BUYER'S REPAIR AND INDEMNITY OBLIGATIONS SET FORTH IN SECTIONS 2.5 AND 2.10 AND ELSEWHERE IN THIS AGREEMENT, AND EXCEPT FOR THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS ATTORNEY'S FEES AND COSTS ALLOWABLE UNDER SECTION 7.3, BELOW, SUCH LIQUIDATED DAMAGES UNDER SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF FOREGOING PROVISIONS IN SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE6.1 AND 6.2, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS IMMEDIATELY BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONTHEIR TERMS. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASER’S INITIALS: SW BUYER: JMP

Seller’s Remedies. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF: (aI) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AT OR PRIOR TO AGREEMENT; (II) SELLER IS NOT OTHERWISE IN DEFAULT HEREUNDER; AND (III) THE CLOSING (FOR ANY REASON EXCEPT FAILURE BY THE SELLERS TO PERFORM HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED DOES NOT OCCUR; THEN SELLER'S SOLE REMEDY IN ANY MATERIAL RESPECT, THE SELLERS SUCH EVENT SHALL BE ENTITLED, AS THEIR SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), TO TERMINATE THIS AGREEMENT AND THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER TO RETAIN THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND (PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS LIMIT SELLER'S RECOURSE AGAINST PURCHASER HEREUNDER. THE SELLERS UNDER SECTIONS 6 AND PURCHASER AGREE THAT THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE10(G) HEREOF, AND UNDER THE CONFIDENTIALITY AGREEMENT). IF PURCHASER IS REQUIRED TO BUT DOES NOT IMPOSSIBLEDEPOSIT WITH THE ESCROW AGENT THE ADDITIONAL EXXXXXX MONEY AS PROVIDED FOR IN SECTION 2(A)(I) ABOVE, TO DETERMINE THE SUM OF $1,000,000.00 SHALL NONETHELESS BE RECOVERABLE BY SELLER FROM PURCHASER AS EXXXXXX MONEY IN ACCORDANCE WITH THE PRECEDING SENTENCE AS SELLER'S SOLE AND EXCLUSIVE REMEDY. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT: (1) THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH HAS BEEN AGREED THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO IN AN EFFORT OCCUR DUE TO CAUSE A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; (2) THE AMOUNT ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULTS OF SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S WITHDRAWAL AND FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT DUE TO A DEFAULT OF PURCHASER’S DEFAULT PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE AND IMPRACTICAL TO DETERMINE. ; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE PAYMENT AMOUNT OF THE EXXXXXX MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SELLER AS A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE EXXXXXX MONEY SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 DAMAGES. SUCH RETENTION OF THE CALIFORNIA CIVIL CODE, BUT EXXXXXX MONEY BY SELLER IS ALSO INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE ACCURACY MEANING OF SECTION 3275 OR SECTION 3369 OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. THE FOREGOING SHALL NOT LIMIT /s/ JMP /s/ VJC SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 45 [ILLEGIBLE] SELLERS’ 'S INITIALS [ILLEGIBLE] PURCHASER’S 'S INITIALS

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER FAILS BUYER SHOULD FAIL TO PERFORM ITS OBLIGATIONS PURSUANT TO CONSUMMATE THIS AGREEMENT AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY AS A RESULT OF BUYER'S DEFAULT UNDER THE SELLERS TO PERFORM HEREUNDER)TERMS OF THIS AGREEMENT, OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, THE SELLERS SHALL BE ENTITLEDTHEN SELLER, AS THEIR ITS SOLE REMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT)AND EXCLUSIVE REMEDY, TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND RECEIVE OR RETAIN THE OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDERDAMAGES. THE SELLERS AND PURCHASER PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE SELLERS’ DAMAGES RESULTING FROM PURCHASER’S EVENT OF BUYER'S DEFAULT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THE EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE ON ITS OBLIGATIONS. ALTHOUGH THE AMOUNT OF SUCH DAMAGES IS DIFFICULT OR IMPOSSIBLE TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. DETERMINE, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S ACTUAL DAMAGES 'S LOSS IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEBUYER'S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE PAYMENT OF THE EXXXXXX MONEY TO SELLER DEPOSIT AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS BUT NOT INTENDED AS A FORFEITURE PENALTY. SELLER HEREBY ACKNOWLEDGES AND AGREES SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY AND SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389 AND ANY OTHER APPLICABLE EXISTING OR PENALTY WITHIN FUTURE LAW PERMITTING A CONTRACT TO BE ENFORCED EVEN THOUGH DAMAGES ARE LIQUIDATED FOR ITS BREACH. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE MEANING OF SECTIONS 3275 OR 3369 PROVISIONS OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 FOREGOING PROVISION AND 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOWIMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller: /s/ HM Buyer: /s/ VJC 15 BROKERAGE COMMISSIONS. Upon the Close of Escrow, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVESeller shall pay a commission in the amount of two percent (2%) of the Purchase Price to be split as follows: one and one percent (1%) to K.O. Investment Inc., THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPONone percent (1%) to Hilton & Hyland. Buyer shalx xxxx no responsibility for any of said commissions. Each party hereby represents and warrants to the other that except as set forth in this paragraph it has not incurred any obligation to any third party for the payment of any real estate commission, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINEDfinder's fee or other like sum in connection with the sale of the Property to Buyer, AT THE TIME THIS AGREEMENT WAS MADEand each party hereby agrees to indemnify and hold the other party harmless from and against any and all claims, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOFdemands, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 45 [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASER’S INITIALScauses of action and costs, including attorneys' fees and costs, made, brought or sought against or from the other arising out of any agreement for the payment of a real estate commission, finder's fee or other like sum entered into between either party and a third party in connection with the sale of the Property to Buyer.