Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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(e) The City does not approve of the results of its Due Diligence Investigation by the expiration of the Due Diligence Period and/or elects to terminate the Purchase Agreement, all as more particularly set forth in the Purchase Agreement, Exhibit G; or (f) The City is in default under any other provision of this Agreement and such default is not cured within the applicable time periods; Then, subject to Force Majeure, this Agreement and any rights of the City in this Agreement pertaining thereto or arising therefrom with respect to the YMCA -SV may, at the option of the YMCA -SV be terminated by written notice thereof to the City, as the YMCA-SV's sole and exclusive remedies for the matters described in this subsection, subject to the provisions of Section 8.8 ("Liquidated Damages"), below. Upon such termination, and except for those provisions, which are specifically intended to survive any termination of this Agreement, the Parties shall have no further obligations to or rights against each other. 8.7 Termination by the City Prior to Conveyance of Leasehold. In the event that prior to the conveyance of the leasehold interest to the YMCA Site from the City to the YMCA -SV: (a) The YMCA -SV transfers or assigns this Agreement or any rights herein in violation of this Agreement; or (b) The YMCA -SV is unable to provide evidence of financing, as set forth in Section 5 ("Ground Lease of YMCA Site") of this Agreement, necessary for development of the YMCA Site and its allocable share of Common Area Improvement Costs by the date provided in this Agreement, and the City and YMCA -SV are unable to mutually agree upon an alternative approach, which may include, but is not limited to, modifications or amendments to this Agreement which may alter the size and/or scope of the Phase 2 Improvements or the Schedule of Performance; and such failure is not cured within thirty (30) days after written notice from City or, if such failure cannot be reasonably cured within such thirty (30) day period, the YMCA -SV is not diligently acting to cure such failure in a timely manner; or (c) The YMCA -SV does not satisfy all its conditions precedent to date set forth in the Schedule of Performance for conveyance of the leasehold interest to the YMCA Site pursuant to this Agreement and such failure is not cured within thirty (30) days after written demand by the City or, if such failure cannot be reasonably cured within such thirty (30) day period, the YMCA -SV is not diligently acting to cure such failure in a timely manner; or (d) The YMCA -SV is in breach or default with respect to any other material obligation of the YMCA -SV under this Agreement prior to the conveyance of the leasehold interest to the YMCA Site; and if any default or failure referred to above shall not be cured within thirty (30) ATTY/AGR12019.316NMCA MASTER PROJECT AGREEMENT Page 12 of 108