Agmt19 YMCA of Silicon Valley Purchase and Sale -

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Taxation Code or having authorized Escrow Holder in writing to withhold from the Purchase Price the amounts required to be withheld by such Sections. 4.1.8 Ground Lease. The Seller, as YMCA, and the Buyer, as City, have entered into the Ground Lease, as set forth in the Master Project Agreement, and construction of the New YMCA has commenced. 4.2 Seller's Conditions. Seller's obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.2 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or part by Seller by written notice to Buyer. 4.2.1 Covenants. Buyer performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Buyer prior to or at the Closing. 4.2.2 Representations and 'UVarranties. The representations of Buyer set forth in Article 6 being true and accurate on the Closing Date, as if made on such date. 4.2.3 Ground Lease. The Seller, as YMCA, and the Buyer, as City, have entered into the Ground Lease, as set forth in the Master Project Agreement, and City has issued a certificate of occupancy for the New YMCA. ARTICLE 5. SELLER'S REPRESENTATIONS AND WARRANTIES. To the Best of Seller's knowledge, Seller hereby makes the following representations and warranties to Buyer with the understanding that each such representation and warranty is material and is being relied upon by Buyer: 5.1 Defects. The Improvements are in moderate condition and repair and are, to the best of Seller's knowledge, free of any latent or patent design, construction, physical or mechanical defects and there is no known settlement, earth movement, or termite infestation affecting the Property. 5.2 Documents. All of the Due Diligence Documents which have been delivered or made available to Buyer pursuant to Article 3, and all other documents delivered to Buyer by or on behalf of Seller (a) are true, correct and complete copies of what they purport to be, (b) represent truly the factual matters stated therein, (c) are in full force and effect, (d) have not been modified, except as set forth therein and (e) do not omit any information required to make the submission thereof accurate and complete in all material respects. 5.3 Taxes and Condemnation. Except as disclosed in writing by Seller prior to expiration of the Due Diligence Period, there are no presently pending or contemplated special taxes or assessments, which will affect the Property. There are no presently pending or, to Seller's knowledge, contemplated proceedings to condemn or demolish the Property or any part of it. 5.4 Utilities. To the best of Seller's knowledge, all water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by law or by the normal operation of the Property, are (a) installed to the property lines of the Property, (b) connected to ATTY/AGR/2019.316.1 /YMCA— PURCHASE AND SALE AGREEMENT Page 6 of 27