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4. Deposit. By not later than the Effective Date, Developer shall pay to the Agency a cash <br />deposit (the "Deposit") in the amount of Twenty-Five Thousand Dollars ($25,000) to offset <br />third-party costs that Agency incurs for legal and consulting fees in connection with the Project <br />and the negotiation with Developer regarding agreements for development of the Property, <br />including without limitation, expenses incurred for financial feasibility studies, design analyses, <br />environmental analyses, and legal fees incurred in connection with the negotiation and drafting <br />of agreements with Developer. Agency will hold the Deposit in a separate Agency-managed <br />cost-recovery account bearing interest at the Agency's portfolio rate, and all interest earned on <br />such account shall become a part of the Deposit. <br />Term i n ati nn <br />51 Termination by Mutual Agreement. This Agreement may be terminated at any <br />time by the mutual written consent of the Parties. In the event of such termination, Agency <br />shall return the balance of the Deposit to Developer, and subject to Section 5.4, neither Party <br />shall have any further rights against or liability to the other under this Agreement. <br />5.2 Termination b~gency for Cause. Agency shall have the right to terminate this <br />Agreement upon Agency's goad faith determination that Developer is not negotiating diligently <br />and in good faith. Agency shall exercise such right by delivering not less than ten (10) business <br />days' advance written notice to Developer describing the nature of Developer's default and the <br />termination date. If Developer does not commence to cure the default and resume negotiations <br />in good faith within such ten (10) business day period, Agency may terminate this Agreement <br />effective as of the termination date stated in the notice. In the event of termination by the <br />Agency pursuant to this Section 5.2, the Agency shall have the right to retain the balance of the <br />Deposit, and subject to Section 5.4, neither Party shall have any further rights against or liability <br />to the other under this Agreement. <br />53 Termination by Developer. Developer shall have the right to terminate this <br />Agreement upon Developer's good faith determination that Agency is not negotiating diligently <br />and in good faith. Developer shall exercise such right by delivering not less than ten (10) <br />business days' advance written notice to Agency describing the nature of Agency's default and <br />the termination date. If Agency does not commence to cure the default and resume negotiations <br />in good faith within such ten (10) business day period, Developer may terminate this Agreement <br />effective as of the termination date stated in the notice. In addition, Developer shall have the <br />right to terminate this Agreement, effective upon ten (10) days' written notice to Agency, if <br />Developer determines, in the exercise of Developer's sole discretion, that the results of <br />Developer's investigation of the Property are unsatisfactory with respect to Developer's desired <br />development activities or if Developer is unable to obtain other necessary approvals, rights or <br />interests. In the event of termination by the Developer pursuant to this Section 5.3, Agency shall <br />return the balance of the Deposit to Developer, and subject to Section 5.4, neither Party shall <br />have any further rights against or liability to the other under this Agreement. <br />5.4 Effect of Termination. Upon the expiration of the Term as such maybe extended, <br />or upon the earlier termination of this Agreement without the Parties having successfully <br />1284546-2 4 <br />OHS West:260718899.2 <br />19268-3 C1~1 <br />