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I <br /> Section 16. Reacquisition Option. <br /> 16.1 Option. Developer hereby grants the City the right and option to rescind <br /> the original conveyance of the Property from the City to Developer at no cost to the City <br /> (except as provided for closing costs under Section 16.8.5 below), and thereby cause the <br /> Property to be transferred back from Developer to the City,effective upon the occurrence <br /> of a "Triggering Event" (as defined in Section 16.2 below) and on the terms and <br /> conditions set forth in this Section 16 (the"Option"). <br /> 16.2 Triggering Event. The City's Option to cause the Property to be <br /> reconveyed back to the City shall only exist during the Option Term(as defined in Section <br /> 16.4 below) and shall become effective if Developer, on or before the Project <br /> Construction Start Date,fails to commence construction or fails to close all loans or other <br /> financing necessary to construct the Project in accordance with this Covenant,or an Event <br /> of Default occurs prior to the Project Construction Start Date and is continuing as'of the <br /> date of the exercise of the Option(any such failure,the"Triggering Event"). <br /> 16.3 Exercise of Option. Upon the occurrence of the Triggering Event, and so <br /> long as such Triggering Event remains uncured during the Option Term, the City may <br /> exercise its Option to rescind the original conveyance of the Property to the Developer <br /> by giving written notice to Developer (the "Option Exercise Notice"). Any Option <br /> Exercise Notice shall state the date on which the reconveyance of the Property back to <br /> the City shall occur("Closing"),but the date of Closing(the "Closing Date")shall in any <br /> event be not less than fifteen(15) days after the date of the Option Exercise Notice. <br /> 16.4 Option Term,The Option term(the"Option Term")shall commence as of <br /> the date hereof and shall terminate on the earlier to occur of: (i)the LLC's closing of the <br /> construction loan for the Project from KeyBank National Association ("KeyBank"); or <br /> (ii)if the.City exercises the Option,upon conveyance of the Property to the City pursuant <br /> to the terms hereof. <br /> 16.5 Conveyance. For purposes of the Option, the conveyance by Developer <br /> of the Property shall include: (a) all appurtenant rights to the Property, including all <br /> privileges, tenements, estates, interests and easements; and (b) all Improvements then <br /> located on the Property. <br /> 16.6 Escrow. The City will provide First American Title Insurance Company, <br /> Everett office such other title company that the City may select("Escrow Agent")with a <br /> copy of any Option Exercise Notice concurrently with delivery of the same to Developer. <br /> Escrow Agent shall be responsible for closing the conveyance of the Property to the City <br /> pursuant to the terms and conditions hereof. <br /> 17 <br /> 47 <br />