BLP PARTNERSHIP RIGHT OF FIRST REFUSAL

(d) If any lawsuit, reference, or arbitration is commenced which arises out of, or relates to this Agreement, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys fees in the action or proceeding, in addition to costs and expenses otherwise allowed by law. (e) This Agreement supersedes all oral negotiations and prior writings with respect to its subject matter. This Agreement may not be modified except in a writing signed by both Parties. No course of prior dealing, usage of trade, or parol or extrinsic evidence of any nature shall be sued to supplement, modify or vary any of the terms of this Agreement. Section 1.6 Notices. Any notice, request, demand, consent, approval or other communication given under this Agreement, or (unless otherwise provided in such notice, request, demand, consent, approval or other communication) under any of the instruments or documents referred to or contemplated by this Agreement, or in connection with this Agreement shall be in writing and shall sent by (i) certified mail, return receipt requested, postage and fees prepaid, (ii) or reputable overnight delivery service with a delivery receipt, or (iii) delivered personally with a delivery receipt, in each case addressed to the Party to receive such notice at its address as follows: City: City of Pleasanton P.O. Box 520 Pleasanton, CA 94566 Attn: City Manager Developer: BLP Partnership, Inc. 345 Spear Street, Suite 700 San Francisco, CA 94105 Attn: President Delivery shall be deemed to have occurred on the date shown on the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. Section 1.7 Termination. This Agreement shall terminate upon the earlier of(i) the termination of Ground Lease; or (ii) any foreclosure or granting of a deed in lieu of foreclosure by the Lender(as defined in the Ground Lease). 3 144V105V159109.12