Agmt17 MP Bradford Associates, LP - DDA

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may be extended pursuant to the terms hereof, (ii) abandons or suspends construction of the Project for a period of sixty (60) days after written notice from City, (iii) fails to complete construction of the Project by the time specified in Section 5.1 as such date may be extended pursuant to the terms hereof, or (iv) directly or indirectly, voluntarily or involuntarily Transfers the Property or part thereof or this Agreement in violation of Article VII. If it exercises Repurchase Option A, the City shall pay to the Developer cash in an amount equal to: (i) The Purchase Price; plus (ii) The fair market value of any new improvements constructed on the Property by Developer and existing on the Property at the time of exercise of the Option; less (iii) Any gains or income withdrawn or made by the Developer from the applicable portion of the Property or the improvements thereon; less (iv) The value of any liens or encumbrances on the applicable portion of the Property which the City assumes or takes subject to; less (v) Any amounts owed to the City by Developer and its successors or transferee pursuant to the City Documents or otherwise; less (vi) All taxes, assessments and utility charges payable with respect to the Property for the period prior to the date the City acquires title to the Property; less (vii) The amount of any payments necessary to discharge or prevent from attaching any subsequent encumbrances or liens due to obligations, defaults, or acts of the Developer, its successors or transferees; less (viii) Any damages to which the City is entitled under this Agreement by reason of Developer's default. In order to exercise the Repurchase Option, the City shall give Developer written notice of such exercise, and Developer shall, within thirty (30) days after receipt of such notice, provide City with a summary of all of Developer's costs incurred as described in this Section 9.9. Within thirty (30) days of City's receipt of such summary, City shall pay into an escrow established for such purpose cash in the amount of all sums owing pursuant to this Section 9.9, and Developer shall execute and deposit into such escrow a grant deed transferring to City all of Developer's interest in the Property, or portion thereof, as applicable, and the improvements located thereon. 9.9.1 Treatment of Reserves. If City exercises its right to repossess the Property pursuant to Section 9.8, exercises its option to repurchase the Property pursuant to Section 9.9, or acquires the Project by foreclosure or deed in lieu of foreclosure, the balances of the Project replacement reserve and operating reserve as of the date the City delivers notice of exercise shall be transferred to City. 9.10 Memorandum of Right of Reverter/Option to Purchase. The Parties shall cause a ATY/AGR/2017.218/RWC — BRADFORD — DDA REV: 09-18-17 VR Page 37 of 94