Agmt01 Western Innisfree Ventures LLC

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3. The Agency shall have an unrestricted right to hold, use, sell, lease or otherwise dispose of the Agency and Acquisition Parcels acquired by the Agency, if any; provided, however, that in any event the Agency shall reimburse Developer for the amount of the Developer's Share of the Acquisition Budget Developer may have paid for the Acquisition Parcels, together with interest thereon from the date on which funds for the purchase of the Acquisition Parcels were so advanced by Developer. 4. If title to the Agency Parcel and/or any Acquisition Parcels has been conveyed to Developer prior to the termination of this Agreement pursuant to Section 809A, the Agency shall have the option to re-acquire all of such parcels (but not less than all) from Developer, which option must be exercised by the Agency by giving written notice thereof to Developer on or before one hundred twenty (120) days from the date of such termination of this Agreement. If the Agency exercises the aforesaid option to reacquire any such parcels from Developer, Developer shall convey title to the same subject only to the Permitted Exceptions and any other exceptions approved in writing by Agency, which approval shall not be unreasonably withheld. The purchase price to be paid by the Agency for any such parcels shall equal the sum of: (i) the total Acquisition Costs paid by Developer for the Acquisition Parcels; (ii) all fees, charges, costs, transfer taxes, ad valorem taxes and assessments and possessory interest taxes, if any, paid by Developer pursuant to Article 4 of this Agreement in connection with the acquisition of the Agency and Acquisition Parcels; (iii) all ad valorem taxes and assessments and possessory interest taxes, if any, paid or owed by Developer for any period following Developer's acquisition of the Agency and Acquisition Parcels; (iv) all interest, loan fees and closing costs paid by Developer on any mortgage loans obtained to finance the acquisition of the Acquisition Parcels; and (v) interest on the sum of items (i) through (iv) from the date on which funds for any such items were advanced by Developer. If the Agency does not elect within the aforesaid 120-day period to reacquire any such parcels from Developer, then Developer shall have the option to require Agency to re-acquire all of such parcels (but not less than all) from Developer, which option must be exercised by Developer by giving written notice thereof to Agency on or before one hundred twenty (120) days from the expiration of the aforesaid 120-day period given to Agency for its option, and if Developer so elects to require Agency to re-acquire such parcels, then Agency shall re-acquire the same in accordance with the aforesaid provisions of this Section 809(B). If Developer does not elect to require Agency to re-acquire such parcels, then Agency shall have no further rights of any kind with respect to such parcels and Developer shall have the right, in its sole discretion, to hold, use, develop, sell, lease or dispose of any or all of such parcels. 5. If the Agency has retained title to the Agency and the Acquisition Parcels or if Agency elects pursuant to Section 809(B)(4) to re-acquire the same from Developer, then, at the election of the Agency, the Project Guidelines and all 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. 40 DOCSSF1:648942.4 9975-5 C14 120502