25A - AGMT - SALE OF YMCA PROPERTY

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agree upon a Development Plan or until a Party provides notice to the other that a Development Plan cannot be agreed (a "Development Plan Termination Notice "). In the event that either party delivers a Development Plan Termination Notice, this Agreement shall terminate and the Parties shall have no further rights or obligations under this Agreement, except for rights and obligations which, by their terms, survive the termination of this Agreement. Upon the mutual agreement of a Development Plan, neither party shall have the right to deliver a Development Plan Termination Notice. 4.2. Beginning not later than the Effective Date, Optionor shall, at its sole cost and expense, promptly begin and thereafter diligently prosecute to completion all steps required to complete all Conditions Precedent (defined below) to the transfer of the Property not later than December 31, 2016. Optionor acknowledges and agrees that time is of the essence with respect to the satisfaction of the Conditions Precedent of the Optionor to the transfer of the Property to Optionee. Optionor represents and warrants that the only conditions precedent of the Optionor to the transfer of the Property to Optionee are as follows (the "Conditions Precedent "): 4.2.1. Optionor has satisfied all legal requirements for disposition of the Property, including any legally required noticing or hearings, and adoption of a resolution approving the sale. 4.2.2. Optionor has completed all Remediation Work in accordance with all Environmental Laws and to Optionee's reasonable Satisfaction. 4.2.3. The final adoption, approval or certification of all documentation required for the Project under the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. ( "CEQA ") and the period for challenge of such CEQA Approval has passed. 4.2.4. The City planning commission finds, pursuant to Government Code Section 65402, that the Project is consistent with the City's General Plan. 4.2.5. Optionor has taken all steps, at Optionor's sole expense, to remove any encroachments affecting the Property. 4.2.6. Optionor has obtained a mutually agreeable Disposition Agreement (as defined below). 4.2.7. The Parties have mutually agreed upon a Development Plan 4.3. Upon completion of the Conditions Precedent, Optionor shall deliver to Optionee evidence of satisfaction of the same (`Notice of Satisfaction of Conditions Precedent "). In the event that Optionor does not complete the Conditions Precedent described in Sections 4.2.1 through and including 4.2.4 on or prior to December 31, 2016, the same shall be an Optionor Breach (as defined below) an subjection to the provisions of Section 24 of this Agreement. In the event that Optionor does not complete the Conditions Precedent described in Sections 4.2.5 on or prior to December 31, 2017, the same shall be an Optionor Breach and subject to the provisions of Section 24 of this Agreement. Upon Optionee's receipt of a Notice of Satisfaction of Conditions Precedent, Optionee shall have no have the right to terminate this Agreement pursuant to this Section 4.3. 5. Option Period; Exercise of Option; Conditions Precedent. The Option shall commence on the Effective Date and will remain in effect until 11:59 p.m., Los Angeles time, on the date 4 51528687.8 25A-6