Agmt 2005 Union Bank of California (2)

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11. Termination. Agency shall have the right to terminate this Agreement and the License Agreement upon Agency's good faith determination that Owner is not proceeding diligently and in good faith to carry out its obligations hereunder. Agency shall exercise such right by providing at least ten (10) days' advance written notice to Owner which notice shall describe the nature of Owner's default hereunder. Notwithstanding the foregoing, if Owner commences to cure such default within such 1 a-day period and diligently prosecutes such cure to completion within the earliest feasible time but not later than thirty (30) days following the date of the notice, this Agreement and the License Agreement shall remain in effect (provided Owner is not otherwise in default under the License Agreement). Agency shall have the right to terminate this Agreement and the License Agreement, effective upon 30 days' written notice to Owner if the results of its investigation of Owner's Property are unsatisfactory in Agency's sole discretion. Notwithstanding anything to the contrary contained herein, the License Agreement shall terminate without notice and shall be of no further force and effect on such date that Owner ceases to have an ownership or leasehold interest in Owner's Property. Owner shall have no right to seek an award of damages as a result of the termination of this Agreement or the License Agreement pursuant to this Section. 12. Effect of Termination. Upon termination as provided herein, or upon the expiration of the Term and any extensions thereof without the Parties having successfully negotiated a PSA, this Agreement shall forthwith be void, and there shall be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, the provisions of Section 7 (Expenses), Section 8 (Confidentiality), Section 9 (First Right of Refusal), Section 14 (Indemnification) and Section 18 (Brokers) shall survive such termination. 13. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) first-class U.S. mail; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. Agency: Luke Sims Business Development Manager Civic Center 835 E. 14th Street San Leandro CA 94577 Union Bank ENRA Page 5 of9