Agmt01 Western Innisfree Ventures LLC

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5. Cost of the Agency's fixture, equipment and goodwill appraisals. 6. Cost of the Agency's acquisition agent. F. Remediation Costs The Parties will act to prepare and approve an Acquisition Budget and a method of monitoring the Acquisition Budget within One Hundred Eighty (180) days from the Effective Date of this Agreement. If the Acquisition Budget is approved by the Parties, the Developer agrees that it shall fund the initial Seven Million Five Hundred Thousand Dollars ($7,500,000) (the "Developer's Share of the Acquisition Budget") and the Agency agrees that it shall fund the remaining amount (the "Agency's Share of the Acquisition Budget") up to Eleven Million Dollars ($11,000,000). If the Acquisition Budget developed by the parties exceeds the total sum of Eleven Million Dollars ($11,000,000), the Parties shall Meet and Confer to discuss and agree on mutual methods to cover, if feasible, any excess costs. If the Parties are unable to agree upon a method to cover any excess costs, the Parties may elect, in writing, to terminate this Agreement pursuant to Section 809 of this Agreement. Developer has submitted evidence, satisfactory to the City and Agency, that all of the Developer's Share of the Acquisition Budget will be provided to Developer pursuant to an agreement between Developer and Buchanan Urban Investors. §305 Developer's Advance of Its Share of Total Acquisition Costs In accordance with the Schedule of Performance, Developer shall deliver to Agency the Developer's Share of the Acquisition Budget in one of the following forms: (1) one or more unconditional, irrevocable letters of credit (the "Letters of Credit"), (2) cash or a cashier's check payable to Agency or wire transfer funds (the "Cash Deposit"), or (3) a combination of the Letters of Credit or Cash Deposit as more particularly set forth below or (4) a similar credit instrument or corporate guarantee in a form acceptable to the City and the Agency. 1. Developer's Letters of Credit. The Letters of Credit or a similar credit instrument or guarantee as approved by the City and the Agency, shall be issued by financial institutions acceptable to Agency, shall bear an expiration date of not less than one (1) year from issuance, and shall be in a form reasonably approved by Agency. The Letters of Credit shall, if necessary, be renewed or new Letters of Credit delivered to Agency at least thirty (30) days prior to their expiration. If a required renewal or substitution has not occurred, Agency shall have the right to draw the entire balance of the Letters of Credit and hold and use the funds for the purposes specified herein. 2. Developer's Cash Deposit. In lieu of Letters of Credit and provided that the total amount of the Acquisition Budget is delivered to Agency, Developer, in its sole discretion, may make the Cash Deposit. Such Cash Deposit shall be deposited in the account of Agency in an interest-beating bank account or trust company mutually acceptable to Developer and Agency and upon terms and conditions consistent with the provisions of this section and mutually acceptable to Developer and Agency. 3. Combination of Letters of Credit and Cash Deposit. In the event Developer elects to fund the Acquisition Budget with a combination of the Letters of Credit and 9 DOCSSF1:648942.4 9975-5 C14 120502