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3 480318v7 JSB TW185-2 4. Term. This Agreement is effective from the date hereof through December 31, 2016, unless extended with approval of the JDA’s Board; provided, in the event either Party, after consultation with the other Party, determines in good faith that the Parties have not reached substantial agreement as to the terms of the Contract by October 31, 2016, or the Developer determines, in good faith, by October 31, 2016 that the Project is not feasible, such determining Party may terminate this Agreement upon 30 days ’ written notice to the other; provided however, that if the reason for termination is other than for feasibility, the parties will continue negotiation during the 30 day period and if no agreement has been reached by the end of the 30 day period, the termination shall be effective as of such 30th day. The Parties each waive any claim or cause of action that they may have against the other Party based upon the termination of this Agreement by such other Party. The Parties may, by mutual written agreement, extend this Agreement for such further periods as determined to be appropriate from time to time. 5. Administrative Costs of JDA. The Developer agrees and understands that it is responsible for and will pay to the JDA out of pocket costs incurred by the JDA in the negotiation and preparation of this Agreement, the Contract and other documents and agreements in connection with the activities and the Project contemplated hereunder (including without limitation reasonable attorney fees, engineering costs, fiscal consultant fees) (collectively, the “Administrative Costs”) in an amount not to exceed $60,000 except as provided in the next sentence. Responsibility for payment of Administrative Costs in excess of $60,000 shall be addressed as part of the negotiation of the Contract with the expectation that Administrative Costs are a cost of the Project to be borne by the revenues of the Project. Administrative Costs shall be evidenced by invoices, statements or other reasonable written evidence of the costs incurred by the JDA. 6. Developer Assignment of Rights. The Developer shall not assign or transfer its rights under this Agreement in full or in part without the prior written consent of the JDA. 7. Miscellaneous. (a) This Agreement constitutes the entire agreement between the Parties relative to the these preliminary terms relating to the proposed Project. Unless specifically described herein, no obligation shall be inferred or construed. (b) Redevelopment of the TCAAP Site will be in accordance with the Contract, the Purchase Agreement or other agreements which the Parties shall, in good faith, attempt to negotiate during the term of this Agreement.