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City Dr�ft <br /> b128/13 <br /> Agreement is not jeopardized in any way; and (d) the Indemnitee's interest in the Project is not <br /> jeopardized in any way. <br /> 7.$.5 Insurance Proceeds. The Indemnitor's obligations shall be reduced by <br /> net insurance proceeds the Indemn�ztee actually receives for the matter giving rise to <br /> indemnification obligatian. <br /> 7.9 City Option to Purch�se Follow�ng Conveyance. <br /> 7.9.1 The City sha11 have the right at its option to ternunate this Agreement <br /> and to purchase the Site ("Option to Purchase") with all improvements thereon, if after <br /> conveyance of the City Property to the Developer and prior to the date of issuance by the City of <br /> a Certificate of Completion pursuant to Section 4.13 of this Agreement,the Daveloper sha11: <br /> (a) Subject to the provisions of Section 8.15, abandon or <br /> substantially suspend construction of the improvements for a period of three (3} consecu�ive <br /> months after written Notice of such abandonment or suspension from the City (the "Initial <br /> Option to Purchase Notice"); or <br /> {b) Without the prior written consent of the City, a Transfer of a11 <br /> or any portion of or any interest in the Site, o�her than a Permitted Encumbrance or a Permitted <br /> Transfer, has occurred, except for any mechanic's liens, preliminary notices from contractors or <br /> other encumbrances retated to the construction of the Project) and such unpermitted Transfer has <br /> remained in effect and uncured for a periof a� three (3) consecutive months after the Initial <br /> 4ption to Purchase Notice form City {or, if not susceptible of cure withni tushc three-month <br /> period, the Developer fails to commence to cure within such period and thereafter to prosecute <br /> diligently to completion). For the purpose of this paragraph, the terms "selI" and "transfer" sha11 <br /> include, in addition to the common and ordinary meaning of those terms and without limiting <br /> their generality, transfers made to subsidiary or affiliated entities, and any"change in ownership" <br /> as that term is used from time to time in California real property taxatian law. <br /> Following the expiration of t�e Initial Option to Purchase Notice, and prior to City <br /> exercising the 4ptian to Purchase,the City shall�rovide a second written Notice of City's intent <br /> to exercise the Option to Putchase ("Second Option to Purchase Notice"} and provide Developer <br /> with a fmal�thirty (30} day per�od in which to cure, or commence to cure, the default(s) set forth <br /> in subsections (a} and(b} above, as applicable. <br /> This Option to Purchase shall be subordanate and subject to and be limited by and <br /> shall not defeat, render invalid or limit: <br /> Any mortgage, deed of tcust or other security instr�iment permitted by <br /> this Agreement; or <br /> Any rights or interests provided in this Agreement for the protection <br /> of the holder of such mortgages, deeds of trust or other security instruments. <br /> 7.9.2 Notices. The power reserved in this Section 79 shall be exercisable <br /> by delivering a written Initial Optian to Purchase No�ice and Second Option to Purchase Notice <br /> R24R3.00 00917 5 7 1 3 1 2.10 $3 <br />