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Maintenance of Public Improvements ("Regulatory Agreement") which shall be executed by City and Developer and recorded in Official Records of Alameda County substantially concurrently herewith. 3. City Option to Repurchase; Power of Termination. The DDA further provides that the City has the right to enter upon and retake the Property or to purchase the Property pursuant to certain option rights as more particularly described in the DDA upon the occurrence of certain events, including without limitation Developer's failure to commence construction of the Project within ninety (90) days following City's conveyance of the Property to Developer, Developer's failure to complete construction of the Project within the time period set forth in Section 2 above, Developer's transfer of the Property in violation of the DDA, and the occurrence of certain other events of default, as more particularly described in the DDA. 4. Restrictions on Transfer. The DDA further provides that prior to completion of the Project: (i) except as permitted by the DDA, Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Property or the improvements located thereon without the prior written approval of the City; and (ii) any transferee of all or part of the Property shall be subject to and shall expressly assume all of the covenants, obligations and restrictions of the DDA which pertain to the portion of the Property transferred, including without limitation, the provisions of the Regulatory Agreement. 5. DDA Controls. The Parties have executed and recorded this instrument to give notice of the DDA and the respective rights of the Parties thereunder. Copies of the unrecorded DDA are available at the offices of the City, 835 East 14th Street, San Leandro, CA 94577, and such document is incorporated by reference in its entirety in this Memorandum. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the DDA. In the event of any inconsistency between this Memorandum and the DDA, the DDA shall control. 6. Interpretation; Counterparts. This Memorandum shall be interpreted and enforced in accordance with California law without regard to principles of conflict of laws. This Memorandum may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. 7. Binding Effect. The DDA shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject to the provisions of the DDA concerning assignment. 8. Termination. Upon completion of construction of the Project in accordance with the DDA, the restrictions upon transfer described in Section 4 and the City's rights to reacquire the Property described in Section 3 shall terminate and upon request, City agrees to record a Certificate of Completion, and a termination of this Memorandum. SIGNATURES ON FOLLOWING PAGE 2236312.1