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conditions and limitations of the Agreement. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by Grantor and its successors. 5. The Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease ("Transfer") of the whole or any part of the Property or the buildings or structures thereon or the Agreement without the prior written approval of the Agency, unless such transfer is made: a) following approved subdivision to a home purchaser, orb) to a partnership in which one of the members of 1103 Davis Street LLC is the managing general partner or to a corporation or limited liability corporation in which Developer is the majority shareholder. The Agency's approval maybe given by the Executive Director unless the Executive Director, in his or her discretion, refers the matter of approval to the Agency Board. This prohibition shall not be deemed to prevent the granting of temporary easements or permits to facilitate development required pursuant to this Agreement. If the Developer proposes a Transfer of the Property ar a portion thereof, the proposed transferee shall have the qualifications and financial resources necessary and adequate as maybe reasonably determined by the Agency to fulfill the obligations undertaken in this Agreement by the Developer. Any transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer under this Agreement relating to the Property and agree to be subject to all the conditions and restrictions to which the Developer is subject. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Developer in writing. In the absence of specific written agreement by the Agency, no Transfer by Developer shall be deemed to relieve the Developer or any other Party from any obligations under this Agreement. This Section remains in effect until the date of issuance of the Certificate of Completion. 6. In the event that the Agreement is terminated pursuant to its Section 5.04 and such termination occurs prior to the issuance of the Certificate of Completion, then the Agency shall have the right to, at its election, reenter and take possession of the portions of the Property the Agency has conveyed to Developer and all improvements thereon and to revest in the Agency the estates of Developer therein. Upon revesting in the Agency of title, the Agency shall promptly use its best efforts to resell the Property consistent with its obligations under state law. Upon sale the proceeds shall be applied as follows: (a) First, to reimburse the Agency and/or the City of San Leandro for any costs it incurs in managing or selling the Property including but not limited to amounts to discharge or prevent liens or encumbrances arising from any acts or omissions of Developer, and fee advances; (b) Second, to the Developer up to the sum of the amount paid to the Agency for the Property and the actual construction cost of the Improvements Developer has placed on the portion of the Property reverting to the Agency; (c) Any balance to the Agency. 7. In the event of any express conflict between this Grant Deed and the Agreement, the provisions of the Agreement shall control.