RDA Agmt 2001 FH Dailey Motor Company

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• issuance of all necessary approvals for Participant to open and operate the Dealership on the Site, unless Participant obtains approval from the City of San Leandro for the storage of vehicles on the Site. Article Six: TRANSFER OF THE SITE 6.01 Identity of Participant. Participant is a California corporation. 6.02 Changes Only Pursuant To This Agreement. Participant's qualifications, experience and expertise are of particular concern to the Agency. It is because of these qualifications, experience and expertise that the Agency has entered into this Agreement. No voluntary or involuntary successor in interest to Participant shall acquire any rights or powers under this Agreement, except as hereinafter provided. 6.03 Prohibition Against Transfer of the Properties and Assignment of Agreement. Prior to the issuance by the Agency of a Certificate of Completion for the Improvements, the Participant shall not voluntarily or involuntarily make or attempt any total or partial sale,transfer,cor veyance, assignment or lease ("Transfer") of the whole or any part of the Site or the buildings, structures, or Improvements thereon or this Agreement without the prior written approval of the Agency,except for a transfer to a settlor or beneficiary of the Participant, or to an entity principally controlled by the Participant. The Agency's approval shall not be unreasonably withheld, provided that the proposed transferee has the qualifications and financial responsibility necessary and adequate as may be reasonably determired by the Agency to fulfill Participant's obligations under this Agreement. The Agency's approval may be given by the Executive Director unless the Executive Director refers the matter to the Agency Board of Directors. This prohibition shall not apply after a Certificate of Completion has been issued. This prohibition shall not be deemed to prevent the granting of temporary easements or permits to facilitate development or the dedication of the Site required pursuant to this Agreement. If the Participant proposes a Transfer of the whole or any part of the Site property or the buildings, structures,or improvements thereon or this Agreement,the proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Ager cy to fulfill the obligations undertaken in this Agreement by the Participant. Any transferee, by instrument in writing satisfactory to the Agency and in a form recordable among the land records for Alameda County,fo-itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obl gations of the Participant under this Agreement relating to the Site and agree to be subject to all the conditions, covenants and restrictions to which the Participant is subject, including but not limited to the Operating Covenants of Section 5.01 of this Agreement. 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, such approval shall be provided to the Participant in writing. Owner Participation Agreement Page 9 of 18