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if such failure cannot be reasonably cured within such thirty (30) day <br />period, the YMCA -SV is not diligently acting to cure such failure in a <br />timely manner, or <br />(d) The YMCA -SV is in breach or default with respect to any other <br />material obligation of the YMCA -SV under this Agreement prior to <br />the conveyance of the leasehold interest to the YMCA Site; and if any <br />default or failure referred to above shall not be cured within thirty (30) <br />days after the date of written demand by the City or, if such default <br />cannot be reasonably cured within such thirty (30) day period, the <br />YMCA -SV is not reasonably acting to cure such default in a timely <br />manner; or <br />(e) The Ground Lease has not been executed by the Outside Conveyance <br />Date; <br />Then, subject to Force Majeure, this Agreement, and any rights of the YMCA -SV may, at the <br />option of the City, be terminated by the City by written notice thereof to the YMCA -SV, and the <br />City shall be entitled to liquidated damages as set forth in Section 8.8 ("Liquidated Damages"), <br />and such liquidated damages and termination of this Agreement shall constitute the City's sole <br />and exclusive remedies for the matters described in this subsection. Upon such termination, and <br />except for those provisions which are specifically intended to survive any termination of this <br />Agreement, the parties shall have no further obligations to or rights against each other. <br />8.8 Liquidated Damages. <br />IF THIS AGREEMENT IS TERMINATED BY THE YMCA -SV PURSUANT TO <br />PARAGRAPHS (b) OR (c) OF SECTION 8.6 ("TERMINATION BY THE YMCA -SV <br />PRIOR TO THE CONVEYANCE OF LEASEHOLD") OR BY THE CITY PURSUANT <br />TO SECTION 8.7 ("PRIOR TO CONVEYANCE OF LEASEHOLD") PRIOR TO <br />CONVEYANCE OF THE LEASEHOLD INTEREST TO THE YMCA SITE BY CITY <br />TO THE YMCA -SV, THEN THE DAMAGES SUFFERED BY THE CITY BY <br />REASON THEREOF WOULD BE UNCERTAIN. IT IS IMPRACTICABLE AND <br />EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE <br />CITY, BUT THE PARTIES ARE OF THE OPINION, AND PURSUANT TO <br />CALIFORNIA CIVIL CODE SECTION 1671, UPON THE BASIS OF ALL <br />INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD <br />APPROXIMATELY EQUAL TO THE FOLLOWING AMOUNTS, DEPENDING <br />UPON WHEN THIS AGREEMENT IS TERMINATED: <br />(a) IN THE EVENT THIS AGREEMENT IS TERMINATED PRIOR TO <br />THE COMMENCEMENT BY THE CITY OF THE DEMOLITION OF THE <br />EXISTING VMSC, THEN, PROVIDED THE CITY HAS DELIVERED NINETY (90) <br />DAYS' ADVANCE WRITTEN NOTICE TO THE YMCA -SV OF SUCH <br />DEMOLITION, SIX HUNDRED THOUSAND DOLLARS ($600,000) SHALL BE <br />PAID TO THE CITY BY YMCA -SV AS THE TOTAL OF ALL LIQUIDATED <br />DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY. <br />82483.00016\32444940. 5 13 <br />