25A - AGMT - SALE OF YMCA PROPERTY

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Attn.: 13. Memorandum of Agreement. At Optionee's request, Optionor shall execute a memorandum of this Agreement in a form satisfactory to Optionee and Optionee may record such memorandum in the real estate records of the County in which the Real Property is located. 14. Assi mgmment. Optionor may not assign its interest in this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Optionee, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing paragraph, Optionee may, without the prior written consent of Optionor assign its interest in this Agreement, or any of its rights or obligations hereunder to a Permitted Transferee (as defined below). As used herein, the teen "Permitted Transferee" means (a) any affiliate of Optionee, being a person or entity who, directly or indirectly, controls, is controlled by, or is under common control with, Optionee, including any partner, member, stockholder or other equity holder of Optionee (for purposes of this definition, "control" shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of Optionee, whether through ownership of voting securities, membership, partnership or other ownership interests, by contract or otherwise; and the terns "controlling" and "controlled" shall have correlative meanings); or (b) a successor related to Optionee by merger, consolidation, non - bankruptcy reorganization or government action. No transfer or assignment in violation of the provisions hereof shall be valid or enforceable. Subject to the foregoing, this Agreement and the terms and provisions hereof shall inure to the benefit of and shall be binding upon the successors and assigns of the parties. 15. Further Instruments. Each Party will, whenever and as often as it shall be reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any and all such further instruments and docuuments as may be necessary or proper, in the reasonable opinion of the requesting party, in order to carry out the intent and purpose of this Agreement. 16. Calculation of Time Periods; Business Day; Time of Essence. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Real Property is located. As used herein, the term "Business bay" means any day that is not a Saturday, Sunday or legal holiday for national banks in the city in which the Real Property is located. Subject to the foregoing provisions, time is of the essence of this Agreement. 17. Entire Agreement; Amendments. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of intent of the Parties. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by azi authorized representative of each of the Parties. 12 51528687.8 25A-14