RDA Agmt 2002 Lavery California Dealership Properties No. 1 LLC

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• 4 • reimbursement for property taxes or other assessments required as a result of the Lot Line Adjustment. Developer shall be solely responsible for all applicable federal, state and local taxes applicable to the Reimbursement. Section 3. Subsection (d) of Section 6.02 of Part Two, entitled "No Fault of Parties," of the Agreement is amended by replacing Subsection (d) in its entirety to read as follows: (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 October 1, 2003, after diligent efforts by Developer 16 obtain such certificates in accordance with the terms of this Agreement. Section 4. • Section 4.14 entitled "DDA with Adjacent Developer" of Article Four entitled "Construction of Improvements" of Part Two entitled "The Development and Disposition" of the Agreement is hereby amended and replaced with the following: "After the Closing, the Agency agrees (i) not to amend Sections 1.04 of Part Two and Sections 1.01, 1.02, 1.03, 1.04, and 4.06 of Part Three of the Disposition and Development Agreement between the Agency and the Adjacent Developer (the "Adjacent Developer DDA ") without Developer's prior written consent and (ii) to enforce all of Adjacent Developer's obligations to develop the Adjacent Property, submit to and have the Agency and City approve the Adjacent Developer's construction plans, identify the dealership to be located on the Adjacent Property and otherwise enforced the Adjacent Developer's obligation to construct and develop the Property, all in accordance with the time frames set forth in the Adjacent Developer DDA. In the event the Agency exercises its rights pursuant • to Part Three, Section 6.04 of the DDA with the Adjacent Developer to acquire the property subject to the DDA with Adjacent Developer or otherwise acquires such property by any other means, the Agency shall first offer to Developer or its successor in interest the right to purchase such property at the fair market value exclusive of inventory, store fixtures and business goodwill, which shall not be purchased by Developer, at the time of breach using the valuation method set forth in 6.04 of this Agreement, and assume the terms and conditions of the Adjacent Developer's DDA so long as Developer is not in default of any existing agreements with the Agency beyond notice and cure period." Section 5. • ��