RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

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Upon the happening of any of the above-described events, the Agency shall first notify the Developer in writing of its purported breach or failure, giving the Developer 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 Developer such longer period as reasonably may be required for such cure provided that Developer 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 Developer does not then so cure or commence to cure within said thirty (30) days, the Agency shall offer to the Batarse Family Trust, U.T.A. dated May 7, 1987, Anthony A. Batarse, Jr., Trustee, or its successor in interest, the developer of the parcel adjacent to the Property (hereinafter "Adjacent Developer"), the right to purchase the Property and assume the terms and conditions of this Agreement so long as the Adjacent Developer is not in default of any existing agreements with the Agency. If the Adjacent Developer gives notice of its election to purchase the Property and the Improvements within the required time frame, the cost of the Property and the Improvements purchased pursuant to this Section 4.06 shall be the fair market value, exclusive of inventory, store fixtures and business goodwill, which shall not be purchased by the Adjacent Developer, at the time of the breach as determined by the following valuation method. Each party shall obtain a fair market value appraisal of the Property and Improvements as described above within 60 days of such service. The parties shall exchange appraisals and negotiate a price based on the appraisals. If the parties fail to reach agreement on the price within 30 days after such 60 day period, the parties shall jointly retain a single appraiser to value the Property. The appraisal shall be based on the highest and best use of the property as determined by the then -existing zoning. The purchase shall close within 30 days of determining the purchase price. The purchase price will be paid in cash, to Developer, at closing. If, after sixty (60) days written notice by the Agency, the Adjacent Developer fails to enter into an agreement with the Agency and Developer to purchase the Property and assume the terms and conditions of this Agreement (if the Certificate of Completion has not yet been issued as provided in Article Seven) the Agency shall be afforded the right to terminate this Agreement, pursuant to Section 7.01 but only within 30 days after such 60 days, as its sole and exclusive remedy. Article Seven: SPECIFIC REQUIREMENTS REGARDING REMEDIES 7.01 Power of Termination. In the event that after the close of escrow, this Agreement is terminated pursuant to Section 6.04 of this Part and such termination occurs prior to the issuance of the Certificate of Completion, Agency shall have the right, at its option, to exercise its power of termination and all rights under, and in accordance with, California Civil Code Section 885.010, et seq., and to reenter and retake possession of the Property and all of the improvements thereon, and terminate the estates theretofore conveyed to Developer and revest in Agency the estates theretofore conveyed to Developer, subject to Section 7.03 of this Article Seven. Agency's power of termination shall be exercised by notice or by civil action and the exercise shall be of record. The notice shall be given, and any civil action shall be commenced, within sixty (60) days after the right to terminate under Section 6.04 arises, or such longer period as may be agreed to by the Parties by a written waiver or extension recorded before expiration of that period failing which the termination right shall automatically expire. Disposition and Development Page 21 of 32 Agreement (Lavery California Dealership Properties No. 1 LLC)