RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

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3.07 Conditions to Closing. As conditions precedent to Developer's obligations to close on the purchase of the Property, the following conditions must be satisfied or waived in writing by Developer at or prior to the Closing Date: 1. An escrow agreement satisfactory to Developer, in its sole discretion, must be entered into by Agency and Yokota providing for the demolition and removal of the buildings and improvements currently on the Property, remediation of the Property, removing the tenants and Developer's self help rights. Upon request of Developer, Agency shall deposit $1,000,000 into the escrow referenced in Section 3.06 on January 7, 2002, as security for the delivery of the Property. 2. Developer shall have determined that the physical and geotechnical condition of the Property is suitable for Developer's intended use and development of the Property and approved the final parcel map. 3. Developer shall have received an ALTA survey and an ALTA title insurance policy, insuring Developer as the owner of the Property subject only to the recorded title exceptions approved by Developer, in its sole discretion, together with such endorsements as may be required by Developer. 4. No lawsuit, litigation, proceedings, claim or allegation shall have been commenced or made by any person or entity challenging, contesting, or materially affecting (i) this Agreement, (ii) the relocation of the dealership to the Property, or (iii) any other matter involving the subject matter of this Agreement. 5. All the representations and warranties of Agency in this Agreement shall be true, correct and complete in all material respects, and the Agency shall not be in default of any of its obligations hereunder. 6. Developer shall have received a legal opinion from counsel to the Agency and City opining that this Agreement has been duly authorized, executed and delivered by the Agency and that the provisions of Section 3.06 hereof are legal, valid, binding and enforceable obligations of the Agency and the City. 7. There shall have been no material adverse change in the physical or title conditions of the Property from the conditions theretofore approved by Developer; and that no moratorium, statute, order, regulation, ordinance, legislation, judgment, ruling, assessment or decree of any court or governmental agency shall have been enacted, adopted, issued, entered, or be pending that could materially and adversely affect the Property and/or Developer's ability to develop and operate the Improvements. 8. Developer shall have received an assignment of the Agency's rights under the Agency's agreement to purchase the Yokota property. 9. Developer shall have received and approved a proposed reimbursement agreement for construction of the adjacent road. Disposition and Development Page 10 of 32 Agreement (Lavery California Dealership Properties No.1 LLC)