RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

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(b) Conditions imposed subsequent to the approval of this Agreement and the approval of the Development Plan by the City's discretionary approvals makes development of the Property in the manner contemplated by this Agreement infeasible or materially more expensive for Developer. (c) City fails to issue a building permit in accordance with Section 4.05 after diligent efforts by Developer to obtain such permit. (d) Issuance of a Certificate of Completion and Certificate of Occupancy pursuant to Section 4.10 of this Agreement has not occurred on or before June 1, 2003, after diligent efforts by Developer to obtain such certificates in accordance with the terms of this Agreement. (e) Agency fails to deliver exclusive possession of the Property to Developer free of any occupancy rights or claims of any tenants on or before March 1, 2002. Upon the happening of any of the above-described events, and at the election of either Party, this Agreement may be terminated by written notice to the other Party. Thereafter, neither Party shall have any rights against or liability to the other. Developer shall retain ownership of the Property. In addition, Developer shall have the right to "put" this Property back to the Agency by delivering written notice to the Agency in which case the Agency shall repurchase the Property from Developer for a purchase price equal to the higher of (i) the appraised value of the Property calculated in accordance with the appraisal process described in Section 4.06 above and (ii) the Purchase Price paid by Developer to Agency for the Property. 6.03 Fault of Agency. Except as to events constituting a basis for termination under Section 6.02, the following events each constitute a basis for Developer to take action against the Agency, (a) Agency without good cause fails to convey the Property within the manner and form herein called for and the Developer is otherwise entitled by this Agreement to such action or conveyance; or (b) The Agency breaches any other material provisions of this Agreement. Upon the happening of any of the above-described events, the Developer shall first notify the Agency in writing of its purported breach or failure, giving the Agency thirty (30) days from receipt of such notice to cure such breach or failure, or if the nature of the breach or failure is such that it cannot reasonably be cured in thirty (30) days, then giving the Agency such longer period as reasonably may be required for such cure provided that Agency commences action to cure the breach or default within said thirty (30) day period and thereafter diligently pursues the cure to completion. In the event Agency does not then so cure or commence to cure within said thirty (30) days, the Developer thereafter shall be afforded the right to terminate this Agreement and any other rights afforded it by law or in equity. Disposition and Development Page 19 of 32 Agreement (Lavery California Dealership Properties No. 1 LLC)