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LAW FROM THE DATE OF LESSOR'S WRITTEN NOTICE OF DEFAULT <br />AND TERMlNATION UNTIL PAYMENT THEREOF. IN ADDlTION, <br />LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION <br />CHARGES. FURTHBRMORE 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 D T BY LESSEE UNDE T · E LEASE, <br />(c)Except as otherwise set forth herein, either party shall not be liable for <br />consequential or speculative damages in connection with such party'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$ I 00,000 not caused by Lessee orany employee, resident, guest or <br />invitee of Lessee), then Lessee shall have the right to either(i) proceed wtth the <br />Close of Escrow (In which case, ifthere were such a material casualty Lessee <br />shall be entitled to receive all available insurance proceeds and receive a <br />reduction of the Purchase Pr ice 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 />Exercise, in which case the Deposit shall be returned to Lessee, the Lease shall <br />continue in full force and effect (Including Lessee's right to later re-exercise the <br />Purchase Option), and Lessee shall not be liable for any costs incurred by Lessor <br />with respect to the failed Closing; provided, however that each of Lessee and <br />Lessor shall pay one-half of the Escrow Holder's costs and fees in connection <br />with the Option Escrow and its cancellation. <br />(e)Additionally, and notwithstanding the foregoing, if the Closing Is unable <br />to occur for a reason other than a breach or default by Lessee or Lessor, then <br />Lessee shall have the right to rescind the Notice of Exeroise, in which case the <br />Deposit shall be returned to Lessee, the Lease shall continue in full force and <br />effect (including Lessee's right to later re•exercise the Purchase Option), and <br />Lessee shall not be llable for any costs Incurred by Lessor with respect to the <br />failed Closing; provided, however that each of Lessee and Lessor shall pay one­ <br />halfof the Escrow Holder's costs and fees in connection with the Option Escrow <br />and its cancellation. <br />69.8. Condition of Property. Lessee represents and warrants that Lessee has, or shall have <br />inspected and conducted tests and studies of the Premises, and that Lessee is familiar <br />with the genetal condition of the Premises, Lessee understands and acknowledges that <br />the Premises may be subject to earthquake, fire, Ooods, erosion, high water table, <br />dangerous underground soil conditions, hazardous materials and similar occurrences that <br />may alter its condition or affect its suitability for any proposed use. EKcept as otherwise <br />14 <br />12926447.1 <br />EXHIBIT 1