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200610447 comparable markets, all no later than one (1) year after the date of this Deed ("Completion Deadline"). 1.5 Commencement of Construction; Completion. Grantee shall be deemed to have "Commenced Construction" of the Improvements at such time as the footings and foundations for the Viaero Wireless retail store have been completed in accordance with the Site Plan accepted by Grantor. The Improvements shall be deemed "Complete" at such time as the Improvements have been substantially completed in accordance with the Site Plan accepted by Grantor and with applicable rules, regulations and requirements of governmental authorities having jurisdiction, a valid final Certificate of Occupancy has been issued by the City for the Improvements, and all construction equipinent and materials have been removed from the Property. 1.6 Repurchase Option. In the event that the "Repurchase Event," as hereinafter defined, occurs, Grantor shall have the right to repurchase the Property from Grantee upon the terms and conditions as hereinafter set forth (the "Repurchase Option"). 1.7 Repurchase Event. The "Repurchase Event" shall mean Grantee's failure to (i) have Commenced Construction on or before the Commencement Deadline, (ii) diligently pursue completion of the construction of the Improvements, or (iii) complete construction of the Improvements and open for business for at least one (1) day as a fully staffed and stocked Viaero Wireless retail store, consistent with other Viaero Wireless retail stores in comparable markets, on or before the Completion Deadline. The foregoing time periods are subject to extension as set forth in Section 1.13 of this Deed. If a Repurchase Event occurs hereunder, Grantee shall be in default. If Grantee fails to cure such default within thirty (30) days after written notice from Grantor or, if cure cannot be effected within thirty (30) days, fails to have commenced the cure within thirty (30) days and diligently pursue such cure to completion, Grantor shall have the right to exercise the Repurchase Option. 1.8 Exercise of Repurchase Option. If the Repurchase Event occurs and continues after expiration of the notice and cure period set forth in Section 1.7, Grantor shall have the right to exercise the Repurchase Option by giving Grantee written notice. If such notice shall not be so given by Grantor to Grantee on or before twelve (12) months after the Repurchase Event first occurs, Grantor's right to exercise the Repurchase Option because of the occurrence of the Repurchase Event shall thereupon cease and terminate, except as hereinafter provided. In the event Grantee has commenced construction after the Commencement Date, but prior to the date the Repurchase Option is exercised, then Grantor shall not have the right to exercise the Repurchase Option with respect to Grantee's failure to commence construction on or before the Commencement Date. In addition, if Grantee completes construction after the Completion Deadline, but prior to the exercise of the Repurchase Option by Grantor, then Grantor shall not have the right to exercise the Repurchase Option with respect to Grantee's failure to complete construction by the Completion Deadline. Finally, if Grantee desires to sell the Property to a bona fide purchaser while the Repurchase Option is in effect, Grantee shall deliver the signed contract to Grantor, and Grantor may, in its sole discretion, either (i) exercise the Repurchase Option, in which case the purchase price shall be the lesser of (a) the purchase price set forth in the proposed contract; and (b) the Repurchase Option Price set forth in Section 1.10 below; or (31858,18,11/17/200610:14 AMJEPE,A0227626DOC;2} 4