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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 />DEFAJLT 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 />ASSETS OF SELLER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY <br />OBLIGATION. <br />Page 6 of 24 <br />