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CONSTITUTE A REASONABLE ESTIMATE OF LESSOR'S DAMAGES <br />UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA <br />CIVIL CODE AND THE PAYMENT AND RETENTION OF SUCH AMOUNT <br />AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR <br />PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE <br />SECTIONS 3275 OR 3369. IN THE EVENT OF AND FOR SUCH DEFAULT <br />BY LESSEE, LESSOR SHALL RETAIN THE DEPOSIT AS LIQUIDATED <br />DAMAGES AS LESSOR'S SOLE REMEDY THEREFOR, UNLESS LESSEE <br />WRONGFULLY REFUSES TO CAUSE ESCROW HOLDER TO CANCEL <br />THE ESCROW OR TO RELEASE THE DEPOSIT TO LESSOR, IN WHICH <br />INSTANCE LESSOR SHALL ALSO BE ENTITLED TO ALL COSTS AND <br />EXPENSES, INCLUDING ACTUAL ATTORNEYS' FEES INCURRED BY <br />LESSOR WITH RESPECT TO THOSE CONSEQUENTIAL DAMAGES, IF <br />ANY, WHICH MAY BE INCURRED BY LESSOR, AFTER THE CLOSING <br />DATE OR OTHER TERMINATION OF THIS AGREEMENT OR <br />CANCELATION OF THE TRANSACTIONS HEREIN CONTEMPLATED BY <br />REASON OF THE CLOUD ON TITLE TO THE PROPERTY WHICH MAY <br />RESULT FROM LESSEE'S WRONGFUL FAILURE TO CANCEL THE <br />ESCROW AND THIS AGREEMENT. ESCROW HOLDER IS HEREBY <br />INSTRUCTED TO IMMEDIATELY RELEASE THE DEPOSIT TO LESSOR <br />IN THE EVENT OF A BREACH BY LESSEE HEREUNDER. IN ADDITION, <br />IF LESSEE WRONGFULLY FAILS TO CAUSE SUCH SUM TO BE <br />DELIVERED TO LESSOR AS HERETOFORE PROVIDED, INTEREST <br />SHALL ACCRUE THEREON AT THE MAXIMUM RATE ALLOWED BY <br />LAW FROM THE DATE OF LESSOR'S WRITTEN NOTICE OF DEFAULT <br />AND TERMINATION UNTIL PAYMENT THEREOF. IN ADDITION, <br />LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION <br />CHARGES. FURTHERMORE AND NOT WITHSTANDING THE <br />FOREGOING, THIS PARAGRAPH PERTAINS ONLY TO A DEFAULT BY <br />LESSEE WITH RESPECT TO THE PURCHASE OPTION AND SHALL NOT <br />RESTRICT, LIMIT, MODIFY, ALTER OR AMEND, IN ANY MANNER <br />WHATSOEVER, ANY RIGHT OR REMEDY OF LESSOR IN THE EVENT <br />OF A DEFAULT BY LESSEE UNDER THE LEASE. <br />Lessee' trials <br />0 <br />Lessor's Initials <br />(c) Except as otherwise set forth herein, either party shall not be liable for <br />consequential or speculative damages in connection with such parry's breach or <br />default hereunder. <br />(d) Additionally, and notwithstanding the foregoing, if following Lessee's <br />timely and proper exercise of its Purchase Option, the Premises suffer a material <br />casualty (which, for purposes hereof shall mean damage with a cost to repair in <br />excess of $100,000 not caused by Lessee or any employee, resident, guest or <br />invitee of Lessee), then Lessee shall have the right to either (i) proceed with the <br />Close of Escrow (in which case, if there were such a material casualty Lessee <br />shall be entitled to receive all available insurance proceeds and receive a <br />reduction of the Purchase Price in an amount equal to the deductible amount and <br />any required co-insurance payment with respect to the insurance, and there shall <br />be no other reduction in the Purchase Price), or (ii) rescind the Notice of <br />12 <br />12311947. I/48581-00004 <br />