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costs ("Excess Acquisition Costs"). In the event that an Excess Acquisition Cost is approved by IAC, the Acquisition Budget shall be amended automatically with respect to the Acquisition Parcel for which the Excess Acquisition Cost occurred to reflect the approved increase and, to the extent applicable, the Acquisition Budget for the entire IAC Project Site shall also be amended automatically to reflect any increase therein resulting from the approved Excess Acquisition Cost. If IAC does not terminate this Agreement pursuant to Section 307(C) below, and agrees to fund the Excess Acquisition Costs, then within thirty (30) days following receipt of written notice from the Agency of such insufficiency, IAC shall supplement the Letters of Credit (or Cash Deposits) with such additional funds, or security therefor, as the Agency reasonably demonstrates are necessary to complete its obligations hereunder and required to be advanced by IAC. In the event that IAC fails to advance Excess Acquisition Costs to the Agency or supplement the Letter of Credit(or Cash Deposit) as set fortti herein, this Agreement may be terminated by either party and in such event, the further rights, remedies and obligations of the parties shall be as set forth in Section 809 of this Agreement. C. Monitoring of the Acquisition Budget. The Agency and IAC shall develop a procedure to monitor the Acquisition Budget. In the event that the actual costs of acquiring an Acquisition Pazcel will be within the Acquisition Budget for such Acquisition Pazcel,the Agency may conclude the purchase of such Acquisition Parcel without prior consultation with IAC. If the actual cost of acquiring any Acquisition Pazcel will exceed the Acquisition Budget for such Acquisition Parcel, then, prior to the acquisition of such Acquisition Pazcel, the Agency shall meet and confer with IAC or provide IAC with a monitoring report to inform IAC of the status of the Acquisition Budget and any changes to the Total Acquisition Costs resulting therefrom, and the parties must mutually agree on a course of action before proceeding with the purchase of such Acquisition Parcel. If the Agency is unable to acquire any Acquisition Parcel through negotiation and IAC desires to proceed with acquiring such Acquisition Pazcel through eminent domain, the Agency shall proceed to commence or to prosecute an eminent domain action with respect to such parcel in accordance with Section 309(B) of this Agreement; provided, however, that IAC shall have furnished the Agency with a Letter of Credit, deposit of cash or other security acceptable to the Agency (each of the foregoing referred to herein as "Security"), 'rn the amount of the good faith estimated cost in excess of IAC's Letters of Credit or Cash Deposits necessary to complete the acquisition of the subject parcel by eminent domain(which estimate shall be provided by the Agency to IAC with detail of the costs constituting such estimate). If the Agency desires to commence or to proceed with an eminent domain action with respect to the subject pazcel and IAC desires to settle with the owner thereof,the Agency shall settle with the owner provided that IAC shall have provided the Agency with Security sufficient for payment of the settlement sum to the extent it exceeds the sums available under the Letters of Credit or Cash Deposit. If either party, in its reasonable good faith opinion, forecasts that there will be insufficient funds to complete the acquisition of any Acquisition Parcel witfi the balance remaining in the Letters of Credit (or Cash Deposits) and neither party is willing or able to fund such excess, such party may, by written notice to the other, terminate this Agreement pursuant to Section 809 of this Agreement and IAC may demand in accordance with Section 809(B) of this Agreement, as applicable, that monies remaining in the Letters of Credit(or Cash Deposit)be returned to IAC. �— � 11 9627:83976.25