With a copy to:
SunAmerica Affordable Housing Partners
1 SunAmerica Center, 36th Floor
Los Angeles, California 90067-6022
Attn: Thomas Musante
Fax: (310) 772-6794
And with a copy to:
Bouza, Klein & Kaminsky
950 S. Flower Street, Suite 100
Los Angeles, California 90015
Attn: Joseph S. Klein, Esq.
Fax: (213) 488-1316
To Buyer:
Steadfast Asset Holdings, Inc.
18100 Von Karman, Suite 500
Irvine, California 92612
Attn: Ana Marie del Rio, Esq.
Fax No.: (949) 852-0143
With a copy to:
Katten Muchin Rosenman LLP
2900 K Street NW, North Tower - Suite 200
Washington, DC 20007-5118
Attn: Virginia Davis, Esq.
Fax: (202) 298-7570
To Escrow Agent:
Chicago Title Insurance Company
2001 Bryan Street, Suite 1700
Dallas, Texas 75201
Attn: Shannon Bright
Fax: (214) 965-1627
25
Notice of change of address shall be given by written notice in the manner
detailed in this Paragraph 19.
20. Default. If either party defaults in its obligation to complete the
transaction contained in this Agreement, the parties agree to the following
remedies:
(a) Breach by Seller. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF
THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON
OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY SELLER, WHICH BREACH IS NOT
CURED WITHIN TEN (10) BUSINESS DAYS AFTER SELLER RECEIVES WRITTEN NOTICE THEREOF
FROM BUYER, SUCH BREACH SHALL CONSTITUTE A DEFAULT UNDER THIS AGREEMENT AND
BUYER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND BE RELEASED FROM ITS
OBLIGATION TO PURCHASE THE PROPERTY FROM SELLER. IN THE EVENT OF TERMINATION OF
THIS AGREEMENT UNDER THIS PARAGRAPH 20(a), BUYER SHALL, AS BUYER'S SOLE AND
EXCLUSIVE REMEDY THEREFORE, BE ENTITLED TO A REFUND OF THE DEPOSIT AND TO
RECOVER BUYER'S REASONABLE AND ACTUAL OUT-OF-POCKET COSTS (DOCUMENTED BY PAID
INVOICES TO THIRD PARTIES) INCURRED WITH RESPECT TO THIS AGREEMENT, THE
TRANSACTION DESCRIBED HEREIN AND THE DUE DILIGENCE PERFORMED IN CONNECTION
HEREWITH, NOT TO EXCEED $150,000.00 IN THE AGGREGATE. EXCEPT AS SET FORTH IN
THIS PARAGRAPH 20(a), BUYER SHALL HAVE NO RIGHT TO RECEIVE ANY EQUITABLE RELIEF.
BUYER EXPRESSLY WAIVES ANY RIGHT UNDER THE LAW OF THE STATE OR AT COMMON LAW OR
OTHERWISE TO RECORD A LIS PENDENS OR A NOTICE OF PENDENCY OF ACTION OR SIMILAR
NOTICE AGAINST ALL OR ANY PORTION OF THE PROPERTY IN CONNECTION WITH ANY ALLEGED
DEFAULT BY SELLER HEREUNDER. NOTWITHSTANDING THE FOREGOING, IF SELLER SHALL
BREACH THIS AGREEMENT SOLELY BY FAILING TO DELIVER ANY OF THE DOCUMENTS SET
FORTH IN PARAGRAPH 10(a) OF THIS AGREEMENT AND BUYER HAS TIMELY PERFORMED ALL OF
ITS COVENANTS AND CONDITIONS UNDER THE TERMS OF THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, DEPOSITING THE PURCHASE PRICE INTO ESCROW) AND IS OTHERWISE
PREPARED TO CLOSE THIS TRANSACTION, THEN, AND ONLY THEN, BUYER SHALL BE ENTITLED
TO ELECT THE ALTERNATIVE REMEDY OF SPECIFIC PERFORMANCE. THE FOREGOING OPTIONS
ARE MUTUALLY EXCLUSIVE AND ARE THE SOLE AND EXCLUSIVE RIGHTS AND REMEDIES
AVAILABLE TO BUYER AT LAW OR IN EQUITY IN THE EVENT OF A SELLER BREACH OF OR
DEFAULT UNDER