Agmt 2005 Union Bank of California (2)

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6. Assignment. Agency reserves the right to assign its rights under this Agreement to a third party, and shall provide Owner with written notice of such assignment. Any such assignment shall not affect Owner's rights under the License Agreement. 7. Expenses. The Parties agree that they will share the costs of a business appraisal, property appraisal, and FFE appraisal to determine the value of Owner's Property. Agency agrees to solicit at least two (2) quotes for appraisal services by certified appraisal firms; quotes may combine all three types of appraisals or be separate. Owner may provide names of up to four (4) certified appraisal firms to be solicited, and Agency will contact them. Owner may review the quotes once received from the firms prior to selection of appraisers. Agency will award a purchase order for the appraisals and invoice Owner for fifty percent (50%) of the cost of obtaining the appraisals. Owner will pay such invoice within thirty (30) days of receipt. Except as otherwise expressly provided herein, all costs and expenses (including, without limitation, all legal fees and expenses) incurred in connection with this Agreement and the activities contemplated hereby shall be paid by the Party incurring the same. 8. Confidentiality; Dissemination of Information. During the term of this Agreement, each Party shall obtain the consent of the other Party prior to issuing or permitting any of its officers, employees or agents to issue any information to the press with respect to this Agreement; provided however, no Party shall be prohibited from supplying any information to its representatives, agents, attorneys, advisors, financing sources and others to the extent necessary to accomplish the activities contemplated hereby so long as such representatives, agents, attorneys, advisors, financing sources and others are made aware of the terms of this Section. Nothing contained in this Agreement shall prevent either Party at any time from furnishing any required information to any governmental entity or authority pursuant to a legal requirement or from complying with its legal or contractual obligations. Nothing contained in this Agreement shall prevent Agency from providing public notice of meetings as required by law. 9. First Right of Refusal. Throughout the Term Owner shall provide Agency the right to purchase or assume, as applicable any or all of Owner's interest in Owner's Property if Owner determines to sell any portion of the Owned Parcel or if Owner determines to vacate any portion of the Leased Parcel during such period. Owner shall provide notice of such availability to Agency, and Agency shall have sixty (60) days to respond from receipt of such notice. Agency and Owner shall negotiate in good faith the terms of a PSA for six (6) months from the date of Agency's affirmative response. Such six-month period may extend past the Term. 10. Execution of Purchase and Sale Agreement. If the Parties successfully negotiate a PSA, Agency shall promptly schedule a meeting for its review by the Agency Board, shall comply with all applicable requirements of the California Environmental Quality Act (CEQA), and shall recommend approval of the PSA to the Agency's Board. The Agency shall have no legal obligation to acquire Owner's Property or any part thereof until the PSA has been approved by the Agency Board and the terms and conditions of the PSA have been satisfied. Union Bank ENRA Page 40f9