Agmt19 YMCA of Silicon Valley Purchase and Sale -

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provided that, subject to Section 9.6 (Default, Termination and Remedies), Buyer and Seller shall bear their own attorneys' fees and costs in connection with the negotiation and preparation of this Agreement and the transactions completed by this Agreement; 9.3.4 Seller's Non -foreign Certification; 9.3.5 All records and files relating to the management or operation of the Property, including, without limitation, property tax bills, insurance, and property taxes; and 9.3.6 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement. 9.4 Deliveries Outside of Escrow. Notwithstanding Section 9.3 (Seller's Deposit of Documents and Funds Into Escrow), Seller and Buyer may elect to deliver the documents described in Section 9.3 outside of escrow (other than documents which are to be recorded) by giving Escrow Holder a joint written notice of such election, specifying the documents which will be so delivered outside of escrow. Upon receipt of such notice, Escrow Holder shall have no further obligation concerning such specified documents. 9.5 Buyer's Deposit of Documents and Funds. Buyer shall deposit into escrow: 9.5.1 The Purchase Price in accordance with the provisions of Article 2, plus or minus prorations as provided in Section 9.8 (Prorations), by cashier's or certified check or electronic transfer of federal funds to Escrow Holder, on or before the Closing Date; and 9.5.2 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement. 9.6 Default Termination and Remedies. 9.6.1 Buyer's Termination. This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) Seller has notified Buyer that it does not intend to develop the New YMCA, as set forth in the Master Project Agreement and the parties have terminated the Master Project Agreement; or (b) any condition to Closing contained in Section 4.1 (Buyer's Conditions) has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.3 (Approval/Disapproval of Due Diligence Investigation), Section 3.4 (Title Review) or Article 10 (Damage, Destruction and Condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. If this Agreement terminates as a result of Seller's material breach of this Agreement, Buyer shall have all remedies it may have hereunder or at law as a result of such occurrence, including the remedy of specific performance. 9.6.2 Seller's Termination. Provided that Seller is not then in material breach of this Agreement, this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.2 (Seller's Conditions) has not been satisfied or waived by Seller by the Closing Date. ATTY/AGR/2019.316.1 / YMCA — PURCHASE AND SALE AGREEMENT Page 13 of 27