Agmt01 Western Innisfree Ventures LLC

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1. The Agency may elect to terminate all acquisition activities forthwith. Developer shall be responsible for the Agency's Abandonment Costs as the same are described in Section 306. The Agency may continue to hold and draw against the Letters of Credit (or Cash Deposit) or the Pre-Acquisition Budget funds for such purpose. Any balance in the Letters of Credit, Cash Deposit or Pre-Acquisition Budget funds, 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 City shall retain title to any and all interest it has in the City-Transfer Parcel, and 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 portion of any Total Acquisition Costs Developer may have paid for such title, interest or rights without interest. C. F~IIi~LI~f~III~ Notwithstanding Section 808(B), if an event occurs pursuant to Section 808(A), then Developer shall have forty-five (45) days alter 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 tei~;finate this Agreement or institute proceedings against Developer for such Default. {}809 Neither Party. is in Default: Rights and Duties Following Termination A. ~. The following occurrences give either party the right to terminate this Agreement, but shall not be Defaults hereunder: 1. Developer determines that the Pre-Acquisition Budget exceeds Developer's projected pre-acquisition costs in accordance with Section 303(A); or 2. Developer chooses not to advance Supplemental Pre-Acquisition Costs to the Agency or supplement the Letter of Credit (or Cash Deposit) in accordance with Section 303(A); or 3. Developer fails to provide notice of its Election to Fund pursuant to Section 304, elects to te,minate this Agreement pursuant to Section 304, or is deemed to elect not to proceed in accordance with Section 304; or 4. Developer chooses not to advance Excess Acquisition Costs to the Agency or supplement the Letter of Credit (or Cash Deposit) in accordance with Section 305(B); or 5. Either party, in its reasonable good faith opinion, forecasts that there will be insufficient funds to complete the acquisition of the Acquisition Parcels with the balance remaining in the Letters of Credit (or Cash Deposits) and neither party is willing to fund such excess in accordance with Section 305; or 39 DOCSSFl:495065.9 9975-5 NWN