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202105789 employees and customers, as well as the visibility of' the IHOP Restaurant, is at no time materially, adversely impaired. 6. REPURCHASE OPTIONS. (a) Failure to Commence Construction. In the event Owner has not commenced construction of the I HOP Restaurant on the Owner Property within eleven (1 1) months after the date of this Agreement, then Developer shall have the right, but not the obligation, exercisable by delivery of written notice thereof to Owner within sixty (60) days after the expiration of said eleven (1 1) month period, to purchase the Owner Property for an amount equal to the purchase price paid by Owner to Developer for the Owner Property (the "No Construction Repurchase Price"). If Developer exercises the repurchase option, the closing of such repurchase shall occur sixty (60) days after the exercise of the option by Developer, at which time, Developer shall deliver to Owner the No Construction Repurchase Price, and Owner shall convey to Developer fee simple title to the Owner Property in the same condition as when the Owner Property was conveyed by Developer to Owner, free and clear of any liens and encumbrances; provided however, if Developer takes title subject to any liens and encumbrances recorded against the Owner Property, the No Construction Repurchase Price shall be reduced by deducting the amount of any and all such liens and encumbrances recorded against the Owner Property. The foregoing shall not be deemed to require Developer to take title subject to any such liens and encumbrances should Developer elect to exercise its option to repurchase the Owner Property, nor shall Developer be required to become personally obligated for such liens and encumbrances. (b) Failure to Open and Operate. In the event In the event an IHOP Restaurant is not constructed on the Property and open and operating within seventeen (17) months after the date of this Agreement, then Developer shall have the right, but not the obligation, exercisable by delivery of written notice thereof to Owner within sixty (60) days after the expiration of said seventeen (17) month period, to purchase the Owner Property for an amount equal to the Repurchase Price (defined below). If Developer exercised the repurchase option, the closing of such repurchase shall occur sixty (60) days after the exercise of the option by Developer, at which time, Developer shall deliver to Owner the Repurchase Price, and Owner shall convey to Developer fee simple title to the Owner Property in the same condition as when the Owner Property was conveyed by Developer to Owner, free and clear of any liens and encumbrances; provided that, if Developer elects to take title subject to encumbrances recorded against the Owner Property, such Repurchase Price shall be reduced by deducting the amount of any and all liens and encumbrances recorded against the Owner Property. The foregoing shall not be deemed to require Developer to take title subject to liens and encumbrances should Developer elect to exercise its option to repurchase the Owner Property, nor shall Developer be required to become personally obligated for such liens and encumbrances. Notwithstanding the foregoing, if an IHOP Restaurant is substantially complete, but not yet open and operating, by the end of the seventeen (17) month period described above, Owner shall have a commercially reasonable time (not to exceed ninety (90) days) to complete such construction, open and commence operations, so long as Owner diligently pursues the same. Developer shall not exercise its repurchase option during such extended time period or thereafter, so long as the IHOP Restaurant has opened and is operating by the end of such extended time period. (c) Casualty/Condemnation. Owner shall restore the improvements on the Owner Property following a casualty and/or condemnation. If Owner fails to restore the improvements within twelve (12) months of the date of the casualty and/or condemnation, Developer shall have the right, but not the obligation, exercisable by delivery of notice thereof to Owner within sixty (60) days after the expiration of said twelve (12) month period, to purchase the Owner Property for an amount equal to the Repurchase Price. The closing of such repurchase shall occur sixty (60)