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in connection with its•plan for development of the Property through Seller in its capacity as the <br />City within which the Project is located. Seller makes no a representations nor Warranties with <br />respect to granting Entitlements and nothing in this Agreement shall be deemed to be- a <br />prejudgment or commitment with respect to exercise of governmental discretion with regard to <br />such items nor a guarantee that such approvals or permits will be granted al all or within any <br />particular time or with or without any particular conditions. <br />5.4 Seller's Additional Covenants: Seller hereby covenants and agrees that: <br />Seller (a) will not promote, advertise, market, transfer, lease or convey any of the Property or <br />enter into any agreement to promote, advertise, market, transfer, lease or convey any of the <br />Property or modify or amend any lease other than to terminate any leases as to the Property; (b) <br />will not enter into any agreement, that will be or purport to be binding on the Buyer or tlue <br />Property subsequent to the Close of Escrow; (c) shall, at its sole cost and expense, maintain the <br />Property and all improvements thereon in a reasonable condition and in a manner that complies <br />with all applicable laws and shall continue in fill force and effect all property and liability <br />insurance with respect to the Property which is in effect 30 days before the Effective Date; (d) <br />will not take, approve or consent to any action or omission that would change the zoning; use, <br />permits or Entitlement of or for the Property or that would otherwise adversely affect the <br />Property or Buyer's plan for development of the Propeiy or Buyer's processing of the <br />Entitlements; (e) will promptly give Buiyer written notice of any notice or information Seller <br />receives regarding zoning uses, permits, licenses or other Entitlements which would have an <br />adverse impact on the ability of Buyer to develop the Property for its anticipated use; (f) shall not <br />record or cooperate in the recording against the Property or any portion thereof, of any lien. <br />encumbrance, agreement, easement, right of way or other matter without Buyer's written <br />consent; and (g) will not engage in any act or omission which would result in the Property not <br />being in compliance with the provisions of this Agreement or any applicable law or which would <br />prevent the Title Company from issuing the Title Policy in accordance with this Agreement. <br />6. Default by Buyer. <br />6.1 Liquidated Damages. IF ESCROW FAILS TO CLOSE SOLELY DUE <br />TO A DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, SELLER WILL BE <br />DAMAGED AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES, <br />BUT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO <br />ASCERTAIN FOR THE FOLLOWING REASONS: (1) THE DAMAGES TO WHICH <br />SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON <br />THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME <br />SET FOR THE CLOSE OF ESCROW AND THE PURCHASE PRICE FOR THE PROPERTY <br />AS SET FORTH IN THIS AGREEMENT; PROOF OF THE AMOUNT OF SUCH DAMAGES <br />WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY <br />IN SIGNIFICANT AMOUNTS; AND (2) IT iS IMPOSSIBLE TO PREDICT AS OF THE <br />EFFECTIVE DATE WHETHER THE VALUE OF THE PROPERTY WILL INCREASE OR <br />DECREASE AS OF THE CLOSE OF ESCROW. BUYER DESIRES TO LIMIT THE <br />AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER <br />BREACH THiS AGREEMENT. BUYER AND SELLER WiSH TO AVOID THE COSTS <br />AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO <br />COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. IF ESCROW FAILS <br />254 -23 <br />