25A - AGMT - SALE OF YMCA PROPERTY

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9.1. Optionor is a municipal corporation incorporated within and existing pursuant to the laws of the State of California. 9.2. Optionor has (or will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all requisite power and authority required to enter into this Agreement and the instruments referenced in this Agreement, to consummate the transaction contemplated hereby and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder and thereunder. 9.3. Optionor has obtained (or will have obtained prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all required consents in connection with entering into this Agreement and the instruments and documents referenced in this Agreement to which Optionor is or shall be a party and the consummation of the transactions contemplated hereby. 9.4. The individual executing this Agreement and the individual that will execute the instruments referenced in this Agreement on behalf of Optionor have, or will have upon execution thereof, the legal power, right and actual authority to bind Optionor to the terms and conditions hereof and thereof. 9.5. This Agreement is duly authorized, executed and delivered by Optionor and all documents required in this Agreement to be executed by Optionor pursuant to this Agreement shall be, at such time as they are required to be executed by Optionor, duly authorized, executed and delivered by Optionor and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against Optionor in accordance with their terms, except as enforceability may be limited by bankruptcy laws or other similar laws affecting creditors' rights. 9.6. Neither the execution or delivery of this Agreement or the documents referenced in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the certificates, declarations and other documents referenced in this Agreement, nor the consummation of the transactions in this Agreement contemplated, nor compliance with the terms of this Agreement and the documents referenced in this Agreement, will violate any provision of law, any order of any court or governmental authority or conflict with or result in the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Optionor is a parry or which affect any of the Property or the transactions contemplated by this Agreement. 9.7. Other than as disclosed by Optionor to Optionee in writing, there are no legal proceedings either pending or, to the knowledge of the Optionor Representatives, threatened, to which Optionor is or may be made a party, or to which the Property, is or may become subject or which could reasonably affect the ability of Optionor to carry out its obligations hereunder or which would affect the Property. 9.8. Optionor holds, and can cause the conveyance of, fee title to the Property. The transfer of the Property is not subject to any right of first refusal or similar purchase or other options. 9 51528687.8 25A-1 1