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JAH:djm 03/06/90R (REDEV) JAH:djm 03/19/90R JAH:djm 04/04/90R Section 1009 notwithstanding, the Agency shall have no power to sell, without the prior written consent of the Developer, any Acquisition Parcel for an amount less than the amount of the Acquisition Costs actually expended for such parcel, and the Agency shall endeavor to secure the maximum amount therefor consistent with the objective stated above. The total amount of the payment or payments received by the Agency from any sale or sales of one or more Acquisition Parcels, less the Agency's total expenses in effecting such sale or sales, shall be paid to the Developer by the Agency. 3. If the Agency has not sold all of the Acquisition Parcels by the end of the twenty-fourth month, the Agency promptly shall convey whatever Acquisition Parcels it then holds to the Developer, whereupon the Promissory Note shall be deemed paid in full, cancelled and returned to the Agency, and the Deed of Trust shall be reconveyed to the Agency. The parties may agree to an earlier transfer of any Acquisition Parcel held by the Agency where the Agency, in its sole discretion, has determined that the continued search for a successor developer would be unavailing. 4. The Developer shall be responsible for the Agency's costs of abandonment as the same are described in subsection B of Section 303, subject to any condition there stated. The Agency may continue to hold and draw against the Letter of Credit (or Cash Deposit) for such purpose. Any balance of the Letter of Credit (or Cash Deposit) remaining after payment of such costs of abandonment shall be returned to the Developer; provided that, where the Letter of Credit (or Cash Deposit) is insufficient for such purpose, the Developer shall remain responsible to the Agency for the amount of the insufficiency up to, but not exceeding, ONE HUNDRED THOUSAND DOLLARS ($100,000). 5. Where the Agency has terminated this Agreement pursuant to subsection F of Section 1008, the Agency may continue to hold and proceed to charge Acquisition Costs against the Good Faith Deposit. B. Where the Agency is in Default. Where the Developer has terminated this Agreement because the Agency is in Default under subsection A, B, C or D of Section 1007, or where the Agency has terminated this Agreement because the respective contingency set forth in subsection G or H of Section 1008 has occurred, the following provisions shall apply: 1. If at such time no Acquisition Parcel has been acquired, both the duty of the Agency to acquire the Acquisition Parcels and the duty of the Developer to pay Acquisition Costs and all other duties and obligations imposed upon the Developer in this Agreement shall cease, whereupon the Developer shall have no further liability to the Agency under this Agreement. Payment of any costs of the Agency in abandoning the acquisition process 40