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7.A. - Page 182 specifying the event of Default attributable to the Developer and the lapse of the applicable cure periods as specified in Section 7.9.1 of this Agreement triggering the City's exercise of its Option to Purchase. 7.9.3 To exercise its Option to Purchase the Site, the City shall, within sixty (60) days following the expiration of the cure period, as established by the Second Option to Purchase Notice, pay to the Developer in cash an amount equal to: (a) The actual costs (including purchase price and escrow closing costs) incurred by the Developer to acquire the Developer Property; plus (b) The cash Purchase Price for the City Property paid by the Developer; plus (c) The costs actually incurred by the Developer for on-site labor and materials for the construction of the Project, at the time of the purchase, exclusive of amounts financed; plus (d) The costs actually incurred by the Developer for the preparation of Project-related architectural and engineering plans, environmental studies or other Proj ect-related materials, but if and only to the extent that City uses any such materials; plus (e) Any amounts disbursed by the holder of any mortgage, deed of trust or other security instrument permitted by this Agreement to the extent not already included in Sections 7.9.2(a)-(d), above; less (f) Any gains or income withdrawn or made by the Developer from the Site or the improvements thereon; and less (g) The amount of liens on the Site and any unpaid assessments against the Site, or applicable portion thereof, assumed by the City. City agrees that it shall consider and execute any documents as may be reasonably requested by a lender to modify or clarify the provisions of this Option to Purchase. 7.9.4 Grant Deed. Upon the City's exercise of its Option to Purchase pursuant to this Section 7.9 (including the payment and delivery of all amounts due to Developer as set forth in Section 7.9.2), the Developer or its successors or assigns shall convey fee title to the Site, or applicable portion thereof, and all improvements on or to the Site, or applicable portion thereof, to the City by grant deed, in accordance with Civil Code Section 1109, as such code section may hereafter, from time to time, be amended, renumbered, replaced or substituted. Such conveyance shall be duly acknowledged by the Developer and a notary in a manner suitable for recordation. The City may enforce its rights pursuant to this Section 7.9 by means of an injunctive relief or forfeiture of title action filed in any court of competent jurisdiction. 82483.00009\7571312.11 54 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT