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termination of this Agreement by the Developer to the Agency and thereafter this Agreement <br />shall be deemed terminated and there shall be no further rights or obligations between the parties, <br />except that the parties may pursue any other remedies they may have hereunder, including, <br />without limitation, the right of Developer to commence an action. for monetary damages against <br />Agency for all costs and expenses incurred by Developer in the investigation and acquisition of <br />the Sites. <br />504. Termination by the Agency. In the event that the Agency is not in Default under <br />this Agreement the Developer (or any successor in interest) assigns or attempts to assign the <br />Agreement or any rights therein or in the Sites in violation of this Agreement; or one or more of <br />the Agency's Conditions Precedent to the Closing is not fulfilled on or before the time set forth <br />in the Schedule of Performance and such failure is not caused by the Agency or City; or the <br />Developer is otherwise in default of this Agreement and fails to cure such default within the time <br />set forth in Section 501 hereof; then this Agreement and any right of the Developer or any <br />assignee or transferee with respect to or arising out of the Agreement or the Sites, shall, at the <br />option of the Agency, be terminated by the Agency by Agreement by the Agency to the <br />Developer and thereafter this Agreement shall be deemed terminated and there shall be no <br />further rights or obligations between the parties, except that the parties may pursue any other <br />remedies they may have hereunder. <br />505. Re-entry and Revesting of Title in the Agency After the Closing and Prior to <br />Completion of Construction. The Agency has the right, at its election, to reenter and take <br />possession of the Sites, with all improvements thereon, and terminate and revest in the Agency <br />the estate conveyed to the Developer if after the Closing and prior to completion of construction <br />the Developer (or its successors in interest) (and subject to the terms of Section 603) shall: <br />a. fail to start the construction of the Improvements as required by this <br />Agreement for a period of thirty (30) days after written notice thereof from the Agency; or <br />b. abandon or substantially suspend construction of the Improvements <br />required by this Agreement for a period of thirty(30) days after written notice thereof from the <br />Agency; or <br />c. contrary to the provisions of Section 603 transfer or suffer any involuntary <br />transfer of the Sites or any part thereof in violation of this Agreement, and Developer fails to <br />reverse such transfer within the time set forth in Section 501 hereof; or <br />d. Otherwise materially breach this Agreement and such breach is not cured <br />within thirty (30) days after written notice thereof from Agency. <br />Such right to re-enter, terminate and revest shall be subject to and be limited by and shall not <br />defeat, render invalid or limit: <br />1. Any mortgage or deed of trust permitted by this Agreement; or <br />2. Any rights or interests provided in this Agreement for the protection of the <br />holders of such mortgages or deeds of trust. <br />324 <br />600457905v2 <br />