Agmt 2005 Olson Urban Housing LLC

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determination that Developer is not proceeding diligently and in good faith to carry out its obligations pursuant to this Agreement. Agency shall exercise such right by providing at least ten (10) days' advance written notice to Developer which notice shall describe the nature of Developer's default hereunder. Notwithstanding the foregoing, if Developer commences to cure such default within such 1 O-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 shall remain in effect. Developer shall have the right to terminate this Agreement, effective upon 10 days' written notice to Agency, if the results of its investigation of the Property are unsatisfactory, in Developer's sole and absolute discretion, with respect to Developer's desired redevelopment activities or if Developer is unable to obtain other necessary approvals, rights or interests. Neither Party shall have the right to seek an award of damages as a result of the termination of this Agreement pursuant to this Section. 16. 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 DDA, 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 12 (Expenses), Section 13 (Confidentiality), Section 18 (Indemnity) and Section 22 (Brokers) shall survive such termination. Provided further, that upon termination or expiration of this Agreement without the Parties having successfully negotiated a DDA, Developer shall deliver to Agency, within 15 days of termination or expiration, all ofthe Developer's Studies in final form, excepting any attorney- client or attorney work product privileged materials. 17. 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; (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; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a non-business day. Agency: Office of Business Development 835 East 14th Street San Leandro CA 94577 Attn: Amalia Lorentz, Senior Development Specialist Developer: Olson Urban Housing c/o The Olson Company 3130 Crow Canyon Place, Suite 210 San Ramon, CA 94583 Attn: Seth Israel, Director Land Acquisition Olson ENRA Page 6 of 11 June 2005