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this Agreement. No waiver by Seller of any delinquency or default on the part of Buyer shall be construed as a waiver of any subsequent delinquency or default. 4.5 IN THE EVENT SELLER. ELECTS TO TERMINATE THIS AGREEMENT AS A RESULT OF A DELINQUENCY OR DEFAULT BY BUYER AS PROVIDED IN PARAGRAPH 4.4 OR, IN THE ALTERNATIVE, IN THE EVENT BUYER FAILS TO PERFORM ANY COVENANT OR OBLIGATION PURSUANT TO THIS AGREEMENT, IT IS EXPRESSLY ACKNOWLEDGED THAT SELLER SHALL INCUR SUBSTANTIAL DAMAGES AS A RESULT OF SUCH DELINQUENCY, DEFAULT OR FAILURE OF PERFORMANCE, AND IT IS FURTHER ACKNOWLEDGED THAT SUCH DAMAGES SHALL BE EXPRESSLY DIFFICULT TO CALCULATE AND ASCERTAIN. THEREFORE, IT IS EXPRESSLY AGREED THAT BUYER SHALL PAY TO SELLER LIQUIDATED DAMAGES IN THE SUM OF $1,000, WHICH BUYER AND SELLER AGREE ARE REASONABLE IN LIGHT OF ALL THE FACTS KNOWN TO THEM ON THE DATE OF THIS AGREEMENT, AND SUCH DAMAGES SHALL BE RETAINED BY SELLER FROM T/HE DEPOSIT. BUYER'S INITIALS G/ SELLER'S INITIALS 5. ESCROW 5.1 The purchase and sale of the Property shall be consummated by means of an escrow ("Escrow") to be opened at the office of North American Title Company, 3191 Corporate Place, Hayward, CA 94545, ("Escrow Holder"). 5.2 Upon acceptance of this offer by Seller, Buyer shall request that Escrow Holder promptly prepare escrow instructions on its customary form for the purchase and sale of the Property upon the terms and provisions hereof. The Escrow instructions shall be promptly signed by Buyer and Seller. The Escrow shall be deemed "opened" as of the date fully executed counterparts of such instructions are delivered to the Escrow Holder by Buyer and Seller. The Escrow instructions shall not modify or amend the provisions of this Agreement, unless otherwise expressly set forth therein. At the option of Escrow Holder this document may be considered as its Escrow instructions, with such further instructions as Escrow Holder shall require in order to clarify the duties and responsibilities of the Escrow Holder. 6. PRELIMINARY TITLE REPORT AND.®OCUMENTS Within a reasonable period of time after the opening of Escrow, Seller, at its expense, shall furnish Buyer with the following: A. A preliminary title report ("PTR") concerning the Property issued by North American Title Company, 3191 Corporate Place, Hayward, CA 94545, ("Title Company") together with copies of all documents referred to in such PTR. B. Copies of all currently effective tenant leases, rental agreements or other agreements, if any, relating to the Property which are to remain in effect after Buyer takes title to the Property. Document 0044 Page 2 of 8