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<br />Closing Date, to cure the Breach described in the Default Notice and to provide evidence of
<br />such cure to the Non-Defaulting Party. If the Defaulting Party does not provide evidence of the
<br />cure to the Non-Defaulting Party within the ten (10) day, or shorter, time period, as applicable,
<br />then the Defaulting Party shall be deemed to have committed an "Event of Default" hereunder,
<br />and the Non-Defaulting Party shall have the right, but not the obligation, to terminate this
<br />Agreement and cancel Escrow pursuant to the terms hereof. Upon the occurrence of an Event
<br />of Default, and provided that the Non-Defaulting Party has not also committed an Event of
<br />Default, the Non-Defaulting Party shall have the right, but not the obligation, to terminate this
<br />Agreement and cancel the Escrow by delivering written notice of termination and cancellation
<br />instructions to the Defaulting Party and Escrow Holder. If the Non-Defaulting Party exercises
<br />such right, this Agreement shall terminate, the Escrow shall be cancelled, and the Non-
<br />Defaulting Party shall have the right to pursue any and all remedies available at law or in equity.
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<br />8,2, No-Fault Termination, If (i) any of the Buyer Contingencies set forth in Sections
<br />6.1,6.6,6.7,6.9,6.10, or 6.16 are not satisfied within the time periods set forth therein; or (ii)
<br />Buyer elects to terminate this Agreement pursuant to Sections 12 or 13, as applicable, Buyer's
<br />sole remedy shall be to terminate this Agreement and cancel the Escrow by delivering written
<br />notice of termination and cancellation instructions to Seller and Escrow Holder. In the event of
<br />such termination and cancellation by Buyer, this Agreement shall terminate, the Escrow shall be
<br />cancelled, and the parties hereto shall have no further rights, obligations, or liabilities hereunder,
<br />except for any obligations that expressly survive such termination and cancellation pursuant to
<br />the terms herein.
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<br />8,3. Payment of Costs Upon Termination, Upon termination of this Agreement
<br />and cancellation of Escrow pursuant to Section 8.1, the Defaulting Party shall pay any and all of
<br />Escrow Holder's cancellation fees and costs. Upon termination of this Agreement and
<br />cancellation of Escrow pursuant to Section 8.2, Buyer and Seller shall equally share Escrow
<br />Holder's cancellation fees and costs. The obligations of the parties under this Section 8.3 shall
<br />survive the termination of this Agreement and cancellation of Escrow.
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<br />8,4. Return of Sums and Documents. Upon termination of this Agreement and
<br />cancellation of Escrow pursuant to the terms hereof, Escrow Holder shall return all sums and/or
<br />documents deposited in Escrow to the parties who respectively deposited the same. The
<br />parties shall reasonably cooperate to execute any additional cancellation instructions required of
<br />Escrow Holder to effect the cancellation of Escrow pursuant to this Section 8.
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<br />8,5, Rights and Remedies Cumulative, This rights and remedies of the parties in
<br />connection with this Agreement are cumulative, and the exercise by a party of one or more of its
<br />rights or remedies shall not preclude the exercise by it, at the same time or at a different time, of
<br />any other rights or remedies for the same Event of Default or other Event of Default. In addition
<br />to the rights and remedies specified herein, the parties shall have the right to pursue any and all
<br />other rights or remedies available at law or in equity, including, but not limited to, specific
<br />performance, declaratory relief, and/or damages.
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<br />9, ESCROW; CLOSING COSTS; TAXES,
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<br />9,1. Opening of Escrow, As soon as reasonably practicable following the full
<br />execution of this Agreement, the parties shall cooperate in good faith to open escrow for the
<br />transaction contemplated hereunder ("Escrow") by depositing with First American Title
<br />Company, 2 First American Way, Santa Ana, California 92707, Attention: Mr. Robert
<br />Benavente, Phone: (714) 800-4721, Fax: (714) 800-3741, E-mail: rbenavente@firstam.com,
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<br />(Rev. 07121/05)
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<br />557986.11
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