Resolution 5871 - Laserfiche WebLink

The Deed shall contain appropriate reference and provision to give effect to the Repurchase Option. 17.1.3 Right of Reverter In addition to the other rights granted under this Agreement, the City shall have and retain the right (the "Reverter Right")to reenter and take possession of all or any portion of the City Property identified by the City that has not been released from the City's Repurchase Right by a Partial Certificate of Completion (the "Designated Repurchase Property"), with all improvements thereon, and the ownership thereof shall automatically revest in the City if, after Closing and prior to the issuance of a Final Certificate of Completion for the Minimum Development Elements, OM is in breach of this Agreement because OM: (1) receives approval from the City to commence construction of an Approved Minimum Retail Program, but then fails to develop and complete the Approved Minimum Retail Element as and within the time period approved by the City for the Approved Minimum Retail Element; (2) abandons or substantially suspends all material work on the Development for a period of twelve (12) months after written notice of such abandonment or suspension from the City; (3) fails to complete all of the Minimum Development Elements by the Final Completion Date; or (4) assigns, transfers or suffers any involuntary transfer of the City Property or any part thereof or any rights under this Agreement in violation of this Agreement. Notwithstanding anything to the contrary contained herein, the Reverter Right shall not be applicable to any portion of the City Property for which the City has issued a Partial Certificate of Completion. The Reverter Right shall be subordinate and subject to and be limited by and shall not defeat, render invalid, or limit: (1) any mortgage, deed of trust, or other security instrument or sale and leaseback or other conveyance for financing permitted by this Agreement; or (2) any rights or interest provided in this Agreement for the protection of the holder of such mortgages, deeds of trust, or other security instruments, the lessor under a sale and leaseback, or the grantee under such other conveyance for financing. Furthermore, the City agrees to provide commercially reasonable accommodations to OM's permitted secured lenders with respect to the City's reversionary interest, including without limitation consenting to commercially reasonable liens on the reversionary interest and estoppel assurances. -40- 06107-0063.LEGAL 13023969.1