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7.A. - Page 218 covenants set forth in this ARTICLE 5 will result in great and irreparable damage to the City, and will result in damages to the City that are either impracticable or extremely difficult to quantify. Accordingly, upon the breach of any special development covenant set forth in this ARTICLE 5, the City may institute an action for injunctive relief regarding such breach. 5.6.4 Automatic Termination. Upon the expiration of the time periods set forth in this ARTICLE 5 for each of the special development covenants, such special development covenant shall be of no further force or effect without the necessity of notice of further agreement. Upon the written request of Developer following the expiration of any special development covenant, City agrees to confirm in writing the expiry of such special development covenant and execute and deliver to Developer such documents or agreements, including quitclaim deeds, as are necessary to remove such expired special development covenant form any recorded document." "7.9 City Option to Purchase Following Conveyance. 7.9.1 The City shall have the right at its option to terminate this Agreement and to purchase the Site ("Option to Purchase") with all improvements thereon, if after conveyance of the City Property to the Developer and prior to the date of issuance by the City of a Certificate of Completion pursuant to Section 4.13 of this Agreement, the Developer shall: (a) Subject to the provisions of Section 8.15, abandon or substantially suspend construction of the improvements for a period of three (3) consecutive months after written Notice of such abandonment or suspension from the City (the "Initial Option to Purchase Notice"); or (b) Without the prior written consent of the City, a Transfer of all or any portion of or any interest in the Site has occurred, other than a Permitted Encumbrance or a Permitted Transfer, except for any mechanic's liens, preliminary notices from contractors or other encumbrances related to the construction of the Proj ect and such unpermitted Transfer has remained in effect and uncured for a period of three (3) consecutive months after the Initial Option to Purchase Notice form City (or, if not susceptible of cure within such three-month period, the Developer fails to commence to cure within such period and thereafter to prosecute diligently to completion). For the purpose of this paragraph, the terms "sell" and "transfer" shall include, in addition to the common and ordinary meaning of those terms and without limiting their generality, transfers made to subsidiary or affiliated entities, and any "change in ownership" as that term is used from time to time in California real property taxation law. Following the expiration of the Initial Option to Purchase Notice, and prior to City exercising the Option to Purchase, the City shall provide a second written Notice of City's intent to exercise the Option to Purchase ("Second Option to Purchase Notice") and provide Developer with a final thirty (30) day period in E�ibit "F" Form Of Notice Of Agreement Page 6 82483.00009\7571312.11 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT