25A - AGMT - SALE OF YMCA PROPERTY

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that is one hundred eighty (180) days following receipt by Optionee of a Notice of Satisfaction of Conditions Precedent (the "Option Period "). Optionee may exercise the Option during the Option Period by delivering to Optionor an executed instrument substantially in the form attached to this Agreement and incorporated herein by reference as Exhibit B ( "Option Exercise Notice "). 6. Purchase Price; Terns of Purchase. The purchase of the Property pursuant to the Option will be consummated pursuant to a commercially reasonable development and disposition agreement in a form reasonably acceptable to Optionee and Optionor (the "Disposition Agreement ") which Disposition Agreement shall contain the Optionee's commitment to develop the Property consistent with the Project, the Development Plan, and those development covenants, operating covenants and associated restrictions agreed to by the Parties therein. The purchase price ( "Purchase Price ") for the Property shall be the fair market value on the date of receipt of the Option Exercise Notice. Sixty (60) days prior to any exercise of the option by Optionee, upon notice by Optionee thereof to Optionor (i) the Parties shall nominate and appoint a single appraiser, or, failing that, (ii) the Optionee and Optionor shall each nominate and appoint one appraiser. If two appraisers are appointed as provided in clause (ii) above, the two appraisers so appointed shall, within fifteen (15) days after the appointment of the second appraiser and before exchanging views as to the questions at issue, appoint a third appraiser and give written notice of such appointment to the Parties. In the event that a Party fails to appoint an appraiser within the twenty two (22) day period specified above, then the appraiser appointed by the other Party shall make the appraisal. If the two appraisers selected by the Parties shall fail to appoint or agree upon the third appraiser within the fifteen (15) day period specified above, then a third appraiser may be selected by the Parties if they can agree upon such third appraiser within a further period of ten (10) additional days; otherwise, any Party may apply to any federal or state court of or sitting in the State of California having jurisdiction for the appointment of any appraiser not appointed or agreed upon within the time periods herein provided. The appraisers selected pursuant hereto shall be sworn faithfully and fairly to determine expeditiously the fair market value. The three appraisers (or the one or two appraisers, if only one or two appraisers are appointed) shall, with all possible speed, make the appraisal contemplated herein, set forth their (or its) results in writing, and give notice of the same to the Parties. If two of the three appraisers shall render a concurring deternination, then that concurring determination shall be conclusive and binding on the Parties. If no two of the three appraisers shall render a concurring determination, then the determination of the third appraiser appointed by the two appraisers appointed by the Parties shall be conclusive and binding upon the Parties; except that if the determination of the third appraiser shall be lower than the lowest determination of the other two appraisers, or higher than the highest determination of the other two appraisers, the final deternination shall be the median determination of the three appraisers. Each Party shall pay the fees and expenses of the appraiser selected by or on behalf of it and the fees and expenses of the third appraiser, and any general expenses incurred by the appraisers in connection with the appraisal, shall be home equally between the Parties. Any appraiser appointed hereunder shall be an appraiser with at least five (5) years' experience in appraising property of the same type as the Property. 7. Due Diligence; Inspections. 7.1. Within ten (10) days following the Effective Date, and from time to time thereafter upon receipt of the same, Optionor shall provide or make available to Optionee copies 5 51528687.8 25A -7