Agmt01 Western Innisfree Ventures LLC

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10. The Developer has failed to execute and deliver a counterpart of the Parking Facilities Agreement as provided in Section 518 or the Maintenance Agreement as provided in Section 519. B. Remedies. Where the Agency has terminated this Agreement because Developer is in Default pursuant to Section 808(A) immediately above, the following provisions shall apply: 1. The Agency may elect to terminate all acquisition activities forthwith. Developer shall be responsible for the Agency's Abandonment Costs. As used herein, "Abandonment Costs" shall mean any sums needed by the Agency to pay obligations incurred in connection with this Agreement, or reasonably incurred in abandoning its obligations under this Agreement or in any action or proceeding initiated by a party other than the Agency seeking to set aside its abandonment of such obligations, which costs shall include, without limitation, any fees, penalties or damages which are awarded against the Agency, excluding fees, penalties and damages awarded which may be attributable to the fault of the Agency. The Agency may continue to hold and draw against the Developer's Share of the Acquisition Budget. Any balance in the Developer's Share of the Acquisition Budget funds for such purpose, together with interest, if any, remaining after payment of such Abandonment Costs, shall be returned to Developer. 2. At the election of the Agency, the Project Guidelines and all other drawings and work product of the architect and engineer in connection with work on the Project (collectively, the "Project Drawings") shall be made available to the Agency and, subject to the terms of the agreements with the architect and engineer, become and remain the property of the Agency for any and all purposes. Notwithstanding the foregoing sentence, Developer shall not be liable for any matter whatsoever that results from the use by any person or entity of the Project Guidelines or the Project Drawings. 3. The Agency shall retain title to any and all interests and rights it has acquired in the Agency Parcel and shall have the right but not the duty, in the Agency's sole discretion, as an alternative to Section 808(B)(1), to proceed with the acquisition process and to retain title to, any and all interests and rights in any Acquisition Parcel the Agency may then hold; provided, however, that in such event the Agency shall reimburse Developer for the Developer's Share of the Acquisition Costs that Developer may have paid for such title, interest or rights without interest. C. Cure of Defaults. Notwithstanding Section 808(B), if an event occurs pursuant to Section 808(A), then Developer shall have forty-five (45) days after receipt of notice with respect to such Default, with due diligence, to commence to cure, correct or remedy such Default and thereafter pursue such cure, correction or remedy to completion. If Developer commences to cure within such period and completes such cure with diligence as aforesaid, then the Agency shall not terminate this Agreement or institute proceedings against Developer for such Default. 38 DOCSSF1:648942.4 9975-5 C14 120502