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200510142 Repurchase Option in the same condition as when delivered by Grantor to Grantee, except as to nondelinquent property taxes and assessments for the year of said closing, which taxes and assessments shall be prorated between Grantor and Grantee to the date of such closing, so that Grantee bears such taxes and assessments for the period of its ownership of the Property, and recorded documents obtained by Grantee to pursue its development. Grantee agrees to pay all costs and expenses for such closing, including the premium for a standard title insurance policy in the amount of the Repurchase Option Price (or such lesser amount as set forth in Section 1.8 above), insuring that title to the Property is vested in Grantor. 1.12 Evidencing Expiration of Repurchase Option. In the event Grantee Completes construction of the Improvements prior to the time Grantor exercises the Repurchase Option for Grantee's failure to meet the Completion Deadline, or in the event Grantor fails to exercise the Repurchase Option within the time and in the manner set forth above, Grantor shall not have any further right to exercise the Repurchase Option and Grantor agrees, upon Grantee's written request, to deliver promptly to Grantee a duly executed and acknowledged release, releasing Grantor's right to exercise the Repurchase Option. 1.13 Force Majeure. In the event that Grantee is unable to meet a respective deadline because of delays from causes beyond the reasonable control of the Grantee, such as, but not limited to, acts of God, weather conditions, or fire or other casualty, then the date by which the Grantee shall be required to meet the Completion Deadline, and the date by which Grantor shall be required to exercise the Repurchase Option because of Grantee's failure to meet such deadline, shall be extended for a period of time (a "Force Majeure Delay Period") equal to the length of said delay or delays. Notwithstanding the foregoing, however, a Force Majeure Delay Period shall not be deemed to have commenced until the later of the date of the occurrence of the event which causes such delay or the date which is thirty (30) days prior to the date upon which notice of the occurrence of such event is given by Grantee to Grantor. 1.14 Maintenance of Property. After the date of this Deed, and including during the period of construction of the Improvements, Grantee shall maintain or cause to be maintained the Property and all Improvements thereon, including signage and the cross parking easement, in good, healthy and sightly order, condition and repair, in compliance with all applicable laws, ordinances and regulations, and in compliance with the applicable Permitted Exceptions. 1.15 No Resubdivision of Property. Grantee agrees that Grantee will not attempt to subdivide the Property or obtain subdivision approval from any governmental authority having jurisdiction over the Property, and the development thereof, without the prior written acceptance of Grantor. Grantee shall have no right to impose a condominium ownership regime upon the Property. 1.16 Rezonings. Grantee agrees that Grantee will not obtain, or seek to obtain, rezoning approval of the Property from any governmental authority having jurisdiction over the Property, or the development thereof without obtaining the prior written approval of Grantor. 1.17 Compliance with Laws. In developing, improving, marketing and selling the Property, Grantee shall comply with all applicable laws, ordinances, rules and regulations of any {31858.2.1011O12005 10:00 AM.RFlSCHER.A0208687.DOC;4} 5