Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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2. Lease of YMCA Site. Landlord hereby leases, transfers and demises to Tenant, and Tenant hereby exclusively leases and takes from Landlord, the YMCA Site. Tenant shall also have non-exclusive use of the Promenade, East Parking Lot, West Parking Lot and Drop Off Area ("Non -Exclusive Common Area") for the terms and upon the agreements, covenants and conditions set forth in this Lease. 3. Term; Options to Extend. (a) Initial Term. Provided all the Execution Conditions' contained in the Master Project Agreement are satisfied, the initial term ("Term") of this Lease shall commence ("Commencement Date"), as of the date of Tenant's completion of the New YMCA (as evidenced by the issuance by the City of a certificate of occupancy) and continue for a period of Forty -Nine (49) Lease Years, as defined below. All terms of this Lease shall be in effect from and after the execution of the Lease except the payment of Rent, and the parties shall record of the Memorandum of Lease described in Section 39 (Memorandum of Lease) below, in the form attached hereto as Exhibit C ("Memorandum") Should the Term commence on a date other than the first day of a calendar month, the Term shall be extended by this fractional month. Each period of Twelve (12) consecutive calendar months during the Term (following any adjustment for a fractional month as described in the preceding sentence) is referred to hereafter as a "Lease Year." 1 The Execution Conditions set forth in Section 5 (Ground Lease of YMCA Site) of the Master Project Agreement areas follows: 1) YMCA -SV shall not be in default of any of its obligations under this Agreement; 2) YMCA's final construction plans and drawings for the New YMCA have been approved by the City, pursuant to Section 7.2 (Phase 2) of the Master Project Agreement; 3) YMCA -SV has received all City approvals required for the development of the New YMCA, including all required discretionary entitlements, design review, and all appeal periods for such approvals have expired; 4) YMCA -SV has an executed construction contract with a licensed and qualified general contractor for the New YMCA and City has approved such contract to assure compliance with the Master Project Agreement, which approval shall not be unreasonably withheld; 5) YMCA -SV has delivered to the City payment and performance bonds pursuant to Section 7.4 (Payment and Performance Bonds) 6) YMCA -SV has delivered to the City proof of insurance, in compliance with Section 7.6 (Insurance) of the Master Project Agreement; 7) YMCA -SV has provided evidence, satisfactory to City, which evidence may include, but is not limited to, multi-year financial pledges, documentation of conventional financing, bank statements and//or proceeds from the sale of assets (including the purchase price to be paid by City for the Hudson Street Property under the Purchase Agreement) that YMCA -SV has sufficient and binding financing commitments to complete the New YMCA and for YMCA-SV's share of the Common Area Construction Costs; 8) YMCA -SV and City have executed a (i) Common Area Maintenance Agreement and (ii) Operating Agreement consistent with the Basic CAM/Operating Principles set forth in "Exhibit I" ("Basic Common Area Maintenance and Operating Principles) to the Master Project Agreement ;and 9) All other reasonable conditions have been met that would allow the City to issue a building permit for the construction of the New YMCA. ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 30 of 108