RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

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Article Five: CHANGES IN DEVELOPER 5.01 Identity of Developer. The Developer is a limited liability company. 5.02 Changes Only Pursuant To This Agreement. The qualifications, experience and expertise of Developer are of particular concern to the Agency. It is because of these qualifications, experience and expertise that the Agency has entered into this Agreement. No voluntary or involuntary successor in interest to Developer shall acquire any rights or powers under this Agreement, except as hereinafter provided. 5.03 Prohibition Against Transfer of the Property and Assignment of Agreement. Prior to the issuance by the Agency of a Certificate of Completion for the Improvements, 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, structures, or Improvements thereon or this Agreement without the prior written approval of the Agency unless the Transfer is to the proposed operator of the dealership or by Developer's lender exercising its rights under its deed of trust or other loan document or transferring the Property after exercising such rights. The Agency's approval of a transfer shall not be unreasonably withheld, provided that the proposed transferee has the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency to fulfill Developer's obligations under this Agreement. The Agency's approval may be given by the Executive Director unless the Executive Director refers the matter to the Agency Board of Directors. This Section 5.03 shall not apply after a Certificate of Completion has been issued. This Section 5.03 and Section 4.06 shall not be deemed to prevent the granting of easements or permits to facilitate development or the dedication of the Property required pursuant to this Agreement. If the Developer proposes a Transfer of the Property or a portion thereof prior to the expiration of the five year covenant set forth in Section 4.06, the proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency to fulfill the obligations undertaken in this Agreement by the Developer. Any transferee, by instrument in writing reasonably satisfactory to the Agency and in form recordable among the land records for Alameda County, 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 arising after the transfer and agree to be subject to all the conditions, covenants and restrictions to which the Developer is subject, including but not limited to the Operating Covenants of Section 4.06 of this Part. 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. Disposition and Development Page 16 of 32 Agreement (Lavery California Dealership Properties No.1 LLC)