RDA Agmt 2001 Batarse Family Trust UTA

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If the Developer proposes a Transfer of the Properties or a portion thereof, 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 satisfactory to the Agency and inform 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 Properties 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. In the event that, in violation of the provisions of this Agreement, the Developer undertakes a Transfer of all or any part of the Properties or the buildings, structures, or Improvements thereon prior to the recordation of a Certificate of Completion, the Agency shall be entitled to increase the Purchase Price paid by the Developer for the Properties (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 reasonable costs of subsequent improvement and development on such property, including carrying charges, interests and fees, transfer taxes, real estate taxes, 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. 5.04 Transferee Subject to All Conditions of Agreement. Afterfiling the Certificate of Completion forthe Properties, no approval underthis Agreement is needed for a Transfer of the Properties or portion thereof. However, any transferee shall be subject to all the conditions, covenants and restrictions of this Agreement. 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 Properties or any part thereof or any interest therein or any Improvements thereon or of this Agreement, to: (i) a subsidiary, affiliate, parent or other entity which controls, is controlled by, or is under common control with Developer; (ii) a successor corporation related to Developer by merger, consolidation, non-bankruptcy reorganization, or government action; or (iii) a joint venture in which Developer or any successor to Developer under the preceding clauses (i) or (ii) is a venturer or partner. Disposition and Development Agreement (Automall) Page 16 of 29