RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

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In the event that, in violation of the provisions of this Agreement, the Developer undertakes a Transfer of all or any part of the Property or the buildings, structures, or Improvements thereon prior to the recordation of a Certificate of Completion, the Agency shall as its sole and exclusive remedy be entitled to increase the Purchase Price paid by the Developer for the Property (or portion thereof, as applicable) and improvements previously conveyed from the Agency to Developer by the amount that the consideration payable to Developer for the Transfer is in excess of the sum of (a) the Purchase Price paid by the Developer to Agency for the property and previous improvements in question and (b) the actual costs of subsequent improvement and developmenton such property, including carrying charges, interests and fees, transfertaxes, real estate taxes, soft costs, assessments and commissions, escrow fees and costs related thereto. The consideration payable for such Transfer, to the extent it is in excess of the amount so described, shall belong and be paid to the Agency and until paid, the Agency shall have a lien on such property and improvements in question and any part involved for such amount. In the absence of specific written agreement by the Agency, no Transfer by Developer shall be deemed to relieve the Developer or any successor in interest from any obligations under this Agreement arising prior to the transfer. 5.04 Transferee Subject to All Conditions of Agreement. After expiration of the five year covenant set forth in Section 4.06 of this Part, no approval under this Agreement is needed for a Transfer of the Property or portion thereof. However, any transferee shall be subject to all the conditions, covenants and restrictions of this Agreement and transferor shall be relieved of all obligations accruing hereunder after such transfer. 5.05 Exception to Prohibition Against Transfer. Developer may at any time, without limitation, and without the necessity of approval from the Agency, make a Transfer of the Property or any part thereof or any interest therein or any Improvements thereon or of this Agreement, to: i) the Private Bank as a qualified intermediary for a 1031 exchange and thereafter back to Developer; ii) H.W. McKevitt Co., Inc. for the operation of a new car dealership on the site; (iii) a subsidiary, affiliate, parent or other entity which controls, is controlled by, or is under common control with Developer; (iv) a successor entity related to Developer by merger, consolidation, non -bankruptcy reorganization, or government action;(v) a joint venture in which Developer or any successor to Developer under the preceding clauses (iii) or (iv) is a venturer or partner or member. Notwithstanding anything contained herein to the contrary, the restrictions on Transfers of the Property shall not apply to any transfer of any membership interest or any other indirect interest in Developer. However, Developer hereby agrees that prior to the issuance by the Agency of a Certificate of Completion for the improvements, at least fifty-one percent (51%) of the membership interest in Developer shall be owned by Frederick A. Lavery, Jr. or members of his immediate family, unless the Agency otherwise consents in writing. Disposition and Development Page 17 of 32 Agreement (Lavery California Dealership Properties No.1 LLC)