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those that existed when the Property was conveyed to the Developer from the City, and (v)to the
<br /> extent requested by the City, Developer shall assign to City, without representation or warranty,
<br /> all assignable permits and contracts associated with the Project. Upon the closing of such
<br /> reconveyance, this Covenant shall terminate. Notwithstanding the foregoing, if Developer
<br /> commences construction of the Project prior to City's delivery of its notice of exercise of its
<br /> option to require reconveyance of the Property,this option shall terminate.
<br /> 5.7 Purchase Option After Project Construction Start Date. If an Event of Default
<br /> occurs between the Project Construction Start Date and the substantial completion of the Project
<br /> and is continuing as of the date of the exercise of this option,then the City shall have the option,
<br /> subject to a Mortgagee's right to cure under Section 14.3 below, to require Developer to
<br /> reconvey the Property to the City. In order to exercise such option, the City shall deliver to
<br /> Developer written notice of exercise. Any such reconveyance shall close no later than thirty(30)
<br /> days after the delivery of such notice of exercise. At such reconveyance closing(i)the City shall
<br /> void the Purchase Money Promissory Note, Purchase Money Deed of Trust, and any guarantees
<br /> of the Purchase Money Promissory Note and deliver such voided agreements and instruments to
<br /> Developer, (ii) Developer shall pay all excise taxes associated with such reconveyance,
<br /> (iii)Developer shall deliver for recording a fully executed and acknowledged deed conveying all
<br /> Developer's right, title, and interest in the Property to the City in the same form as the deed that
<br /> conveyed the Property to the Developer from the City, (iv)Developer shall convey title to the
<br /> Property without any encumbrances except those that existed when the Property was conveyed to
<br /> the Developer from the City, (v)to the extent requested by the City, Developer shall assign and
<br /> deliver to City, without representation or warranty, the Approved Plans and Specs, all
<br /> construction and architectural drawings associated with the Project, and all assignable permits
<br /> and contracts associated with the Project, (vi) Developer shall deliver to the City all equipment
<br /> and materials purchased by Developer for the Project to the extent such equipment and materials
<br /> purchases are Qualifying Costs (as defined below), (vii) the City shall deliver to Developer an
<br /> amount equal to the Purchase Option Purchase Price(as defined below). For the purposes of this
<br /> Covenant, the "Purchase Option Purchase Price" is a payment in cash of an amount equal to the
<br /> greater of(A) the total amount outstanding under the loan secured by the EB-5 Deed of Trust as
<br /> of the date of the reconveyance closing, or (B)the total amount of Qualifying Costs incurred by
<br /> Buyer in developing and constructing the Project. For the purposes of this Covenant,
<br /> "Qualifying Costs" is the cash amount reasonably paid by Developer for construction of the
<br /> Project in accordance with the Approved Plans and Specs, including (1) costs paid for Project
<br /> equipment and materials, (2) fees paid for Project inspections and building permits, (3) fees paid
<br /> to Project engineers, surveyors, architects providing services in connection with development of
<br /> the Project, (4) Project utility connection and service fees paid, (5) interest paid on the loan
<br /> secured by the EB-5 Deed of Trust, (6) costs paid to Project general contractor and
<br /> subcontractors, (7) Project general business taxes and licenses paid, (8) Project insurance
<br /> expenses paid, (9) legal fees and expenses paid, and (10) Project real property taxes and
<br /> assessments paid, but specifically excluding (a) salaries and other charges for office personnel,
<br /> (b) expenses for principal and branch offices, (c) overhead and general expenses of any kind,and
<br /> (d) costs arising from or relating to personal injury or property damage due to the negligence or
<br /> misconduct of Developer, any of Developer's contractors or its or their respective subcontractors,
<br /> agents, employees, representatives or any other party directly or indirectly employed by any of
<br /> them, or for whose acts any of them may be liable. Developer acknowledges and agrees that the
<br /> purchase option under this Section 5.7 is assignable at the City's sole discretion.
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