Agmt01 Western Innisfree Ventures LLC

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C. Total Acquisition Costs. Developer's funding of the Acquisition Budget and the Excess Acquisition Costs, if applicable, shall equal the total actual costs incurred by Agency to acquire the Acquisition Parcels (the "Total Acquisition Costs"). D. Monitoring of the Acquisition Budget. The Agency and Developer shall develop a procedure to monitor the Acquisition Budget. In the event that the actual costs of acquiring an Acquisition Parcel will be within the Acquisition Budget for such Acquisition Parcel, the Agency may conclude the purchase of such Acquisition Parcel without prior consultation with Developer. If the actual cost of acquiring any Acquisition Parcel will exceed the Acquisition Budget for such Acquisition Parcel, then, prior to the acquisition of such Acquisition Parcel, the Agency shall meet and confer with Developer or provide Developer with a monitoring report to inform Developer 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 Developer desires to proceed with acquiring such Acquisition Parcel 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 307(C) of this Agreement; provided, however, that Developer 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"), in the amount of the good faith estimated cost in excess of Developer'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 Developer 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 parcel and Developer desires to settle with the owner thereof, the Agency shall settle with the owner provided that Developer 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 with 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 Developer 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 Developer. §306 Abandonment Costs The term "Abandonment Costs" is defined as any sums needed by the Agency to pay its 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, but excluding fees, penalties and damages awarded which may be attributable to the fault of the Agency. §307 Acquisition by Agency A. Agency's Acquisition by Negotiation. In accordance with the Schedule of Performance and Section 303(B), the Agency shall select an appraiser, obtain Appraisals of the Acquisition Parcels and submit written offers accompanied by a statement of the basis for the amount that the Agency has established as just compensation to acquire the Acquisition Parcels. 11 DOCSSFl:495065.9 9975-5 N'WN