Agmt 2005 Mercy Housing California (2)

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10. Expenses. Except as otherwise expressly provided herein or in the Letter Agreement, 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 sanie. 11. 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 press release or other 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 information required to be disclosed pursuant to a legal requirement. 12. Execution of Disposition and Development Agreement. If the Parties successfully negotiate a DDA, Agency shall promptly conduct the noticed public hearing required by Community Redevelopment Law (California Health & Safety Code Section 33300 et seq.), shall comply with all other applicable requirements, and shall recommend approval of the DDA to the Agency's governing board. The Agency shall have no legal obligation to convey the Property unless and until the DDA has been approved by the Agency governing board and executed by its authorized representative. 13. Termination. This Agreement may be terminated at any time by mutual consent of the Parties. Agency shall have the right to terminate this Agreement upon its good faith 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 forty-five (45) 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. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate without notice and shall be of no further force and effect on such. date that Agency ceases to have an ownership interest in the Property. 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. If at any time after the first three months of the Term, Agency terminates this Agreement for any reason other than an uncured Developer default, Agency shall pay Developer $50,000 to compensate Developer for its overhead costs related to performance under this Agreement; provided however, Agency shall have no obligation to make such payment ifthe Agency does not acquire the Property or if the 768633_6 5