RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

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(iii) the provisions of this Agreement; (iv) any lien for taxes accruing subsequent to recordation of the Grant Deed; and (v) assessments, conditions, covenants, restrictions or easements of record which are approved ' by Developer in writing. 3.05 Costs of Escrow and Closing. Real property taxes, if any, shall be paid by Developer on a pro -rated basis. Assessments payable thereon and approved by Developer shall be paid by Developer. Developer shall bear the cost of a CLTA or ALTA title policy and the Agency shall bear the cost of the ALTA survey. Developer shall pay the escrow fee, conveyance and transfer taxes and recording fees. 3.06 Possession and Environmental Remediation of the Yokota Property. The parties acknowledge that the Agency intends to demolish and remove all of the existing improvements on the Yokota Property and conduct environmental remediation to ensure that the site is remediated to the satisfaction of all appropriate governmental agencies, including but not limited to the California Regional Water Quality Control Board for the San Francisco Bay Region ("RWQCB"), such that the property is otherwise suitable for commercial development and rough graded prior to any development occurring on the Property. Accordingly, the parties acknowledge that Developer shall not have access to the Property except by permission of the Agency until the earlier of (i) the Developer receives written notification from the Agency that such work has been completed and (ii) February 1, 2002. The City shall notify Developer in writing of the date the Property will be available for possession ("Availability Date"). If the foregoing work is not commenced and diligently pursued in accordance with the escrow agreement described below or is not completed by February 1, 2002, Developer shall have the right to perform such work to complete the demolition and Agency, pursuant to the escrow agreement described below in Section 3.07, and Agency shall at closing enter into a separate escrow agreement and agree with Developer to reimburse such costs if such costs exceed the amount of funds retained in escrow for this purpose. Prior to the Availability Date, the Agency shall ensure that Developer has access to the Property as necessary to develop Construction Plans for the Improvements. All of such work shall be done in accordance with all applicable laws and ordinances and upon completion of such work, the Agency and the Agency's environmental consultant shall certify to Developer in writing that all such work is completed in accordance with this Agreement and the Agency shall deliver the appropriate "closure letter" from the appropriate governmental agencies, including, but not limited to the RWQCB. Should any residential tenants on the property holdover longer than 90 days after the approval of the DDA, Agency shall bear all responsibility and expense for ensuring the removal of such tenants. The Agency hereby agrees to unconditionally and fully indemnify, reimburse, defend, protect and hold Developer and its members, officers, directors, partners, successors, assigns, mortgagees, lenders, tenants and licensees, harmless from and against any and all claims, demands, damages, losses, liabilities, fines, orders, judgments, actions relating to or arising out of (i) the existence of the tenants on the Property, (ii) any Disposition and Development Page 8 of 32 Agreement (Lavery California Dealership Properties No.1 LLC)