RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

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Article Six: DEFAULT 6.01 Scope of Remedies. During the development of the Improvements, and prior to the issuance of a Certificate of Completion for such Improvements, the following shall govern the Parties' remedies for breach of this Agreement. 6.02 No Fault of Parties. The following events constitute a basis for a Party, otherwise allowed by this Agreement, to terminate this Agreement, without the fault of the other, prior to the Closing Date: (a) The Developer, despite good faith efforts on the part of the Agency and Developer, is unable to obtain approval of a Development Plan, reasonably satisfactory to Developer, pursuant to Section 1.02 of this Part; (b) Agency does not obtain title to the Property. (c) Prior to October 10, 2001, Developer informs Agency that due to protest under California Motor Vehicle Code, H.W. McKevitt may not be allowed to move to Property. If a protest pursuant to the California Vehicle Code is filed and is successful after the Closing Date and Developer is unable to locate a dealership at the Property, Developer shall undertake the following actions: First, the Developer shall offer the Property to the Adjacent Developer for a period of 30 days, who shall assume all terms and conditions of this Agreement, which assignment shall be subject to the approval of the Agency. Second, if the Adjacent Developer and Developer do not enter into a written agreement within sixty (60) days of the Developer's offer of the Property to the Adjacent Developer, then Developer may, at its option, (i) notify the Agency that it is rescinding the sale and conveying the Property back to Agency for the Purchase Price, in which case the Property shall be conveyed back to the Agency by grant deed and the Agency shall pay the Developer the Purchase Price within sixty (60) days of such notice from Developer, or (ii) Developer may terminate this Agreement and the Property shall not be subject to the terms and conditions of this Agreement, but shall be subject to the provisions of the Redevelopment Plan and the zoning as it exists at the time of sale. The following events constitute a basis for a Party to terminate this Agreement, without the fault of the other, after the Closing Date: (a) The Developer, despite good faith efforts on the part of the Agency and Developer, is unable to obtain approval of Construction Plans, pursuant to Section 1.03 of this Part. Disposition and Development Page 18 of 32 Agreement (Lavery California Dealership Properties No. 1 LLC)