8673-13 McKinley School Purchase

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Grantee, the Commencement Deadline shall be reasonably extended to reflect the time loss due to the unexpected delay and the time to complete the same using reasonably prompt diligence. Grantor must exercise the Right to Repurchase by written notice to Grantee delivered within six (6) full calendar months after the Commencement Deadline. (b) If Grantor fails to deliver timely the required notice under paragraph (a), then the Right to Repurchase thereupon automatically ceases and terminates and is of no further force and effect without any further action by any of the parties. The Right to Repurchase set forth herein shall automatically cease and terminate upon Grantee's transfer of the Property to a third -party for the construction of the initial Improvements in accordance with the conditions in paragraph (a) on or before the Commencement Deadline without any further action on any part of the parties hereto; provided, however, that then Grantor shall, upon the request of Grantee or its successor -in- title, at Grantee's cost, execute a termination agreement in recordable form terminating the Right to Repurchase and shall deliver the same to Grantee. (c) If Grantor exercises the Right to Repurchase in accordance with the terms hereof, then the consummation of such transaction (hereinafter referred to as "Repurchase Closing ") will occur in the offices of Grantor's counsel on that date which is sixty (60) days after the delivery to Grantee of the exercise notice or such earlier date upon which Grantor and Grantee agree. (d) At the Repurchase Closing, Grantee shall execute and deliver to Grantor: (i) a limited warranty deed conveying title to the Property to Grantor, subject only to the Permitted Exceptions, and such other matters established against title after the date of Closing with the express written consent of Grantor (except financing liens established at or after Closing, which Grantee shall discharge prior to or at the time of the re- conveyance); (ii) such other documents, certificates, instruments and the like, as may be required by the Title Company to issue a policy of title insurance subject only to the Permitted Exceptions, with all standard exceptions removed; and (iii) possession of the Property, subject to the matters permitted hereunder. (e) In the event that Grantor elects to exercise the Right to Repurchase in accordance herewith the purchase price for the Property (hereinafter referred to as the "Repurchase Price ") shall be the reimbursement of the cost of reasonable, documented, out -of- pocket costs and expenses incurred with the ownership of the Property following the Closing Date, including, but not limited to Grantee's expenses incurred in connection with the Demolition Work (as defined in the Purchase Agreement between Grantor and Grantee dated 2013). Grantor shall deliver the Repurchase Price to the Title Company in cash or other funds available for immediate credit to Grantee. Closing costs shall be shared by the Grantor and the Grantee according to the custom of the jurisdiction in which the Property is located.