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EXCEPT FOR THE RECOVERY BY A PREVAILING PARTY OF ITS ATTORNEYS' FEES AND <br /> COSTS, AS PERMITTED HEREIN, EACH PARTY HEREBY WAIVES AND RELINQUISHES ALL <br /> CLAIMS FOR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, <br /> CONSEQUENTIAL AND INCIDENTAL DAMAGES ARISING BY REASON OF THE OTHER PARTY'S <br /> DEFAULT HEREUNDER. <br /> SUCH LIQUIDATED DAMAGE AMOUNTS SHALL BE DEEMED TO CONSTITUTE A REASONABLE <br /> ESTIMATE OF THE NON-DEFAULTING PARTY'S DAMAGES UNDER THE PROVISIONS OF <br /> SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND SHALL CONSTITUTE SUCH PARTY'S <br /> SOLE AND EXCLUSIVE REMEDIES FOR THE OTHER PARTY'S FAILURE TO CLOSE. <br /> BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE AND AGREE THAT BASED UPON THE <br /> CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE EXTREMELY <br /> DIFFICULT, COSTLY AND IMPRACTICAL TO ESTABLISH DAMAGES FOR EITHER PARTY. <br /> ACCORDINGLY, BOTH CITY AND SELLER, BY THEIR RESPECTIVE INITIALS SET FORTH <br /> BELOW, DO HEREBY ACKNOWLEDGE AND AGREE THAT TERMS SET FORTH IN THIS <br /> SECTION 32 ARE NEGOTIATED AND REASONABLE AND INTENDED TO BE LIQUIDATED <br /> DAMAGES. <br /> CITY'S INITIALS SELLER'S INITIALS <br /> 32. NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST OF SELLER, A COPY OF <br /> WHICH IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE <br /> STATE OF MARYLAND, PROVIDES THAT THE NAME "HPT CW PROPERTIES TRUST" REFERS <br /> TO THE TRUSTEES UNDER SUCH DECLARATION OF TRUST COLLECTIVELY AS TRUSTEES, <br /> BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, <br /> SHAREHOLDER, EMPLOYEE OR AGENT OF SELLER SHALL BE HELD TO ANY PERSONAL <br /> LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE <br /> SELLER. ALL PERSONS DEALING WITH SELLER, IN ANY WAY SHALL LOOK ONLY TO THE <br /> <br /> ASSETS OF SELLER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY <br /> OBLIGATION. <br /> Page 6 of 24 <br /> 25A-34 <br /> <br />