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• •• 93103418 • _ . August 20, 1991, to the date of such advance, plus, (B) $28,306. The Crocker Agreement has not been and will not, without the prior written consent of Developer, be amended, modified, canceled, or revoked if the effect thereof would be to alter, condition or impair any such reimbursement rights in favor of the Developer. If (x) Crocker has advanced to City costs (in excess of Crocker's pro rata share thereof) to complete Traffic Mitigation Improvements, and (y) Developer has paid to City a portion of the Developer Contribution as provided in subparagraph (a) above, and City has paid or tendered such payment to Crocker as the "Reimbursement Fee" then payable to Crocker under Section 7(b) of the Crocker Agreement, and (z) Crocker has asserted that the amount thereof is less than the amount then due it under such provision of the Crocker Agreement in respect of the Project, and it is ultimately determined (by judgment or settlement reasonably approved by Developer) that City is obligated, at that time and in respect of the Project, to pay a Reimbursement Fee to Crocker in excess of the Developer Contribution theretofore paid under this Agreement, then Developer shall make a supplemental payment to City, by way of a further Developer Contribution equal to the additional amount determined to be owing by City to Crocker. Nothing in the preceding sentence shall increase the maximum Developer Contribution as hereinabove provided, and any additional such payment by Developer shall be credited against future payments of the Developer Contribution payable to City under this Agreement. Developer shall not be obligated to make any additional payments in respect of City's obligations to Crocker under the Crocker Agreement, including costs or attorneys' fees. (c) Additional Traffic Improvements. City shall have the discretion to determine in good faith that the effects of cumulative development of properties within the North Pleasanton area (which shall be the area generally encompassed within the boundaries of the North Pleasanton Improvement District) require • additional traffic improvements ("Additional Traffic Improvements") beyond those required by Section 3.2(a) , and to spread, to the extent reasonable and practical, the cost of financing these Additional Traffic Improvements through formation of a special assessment district or districts encompassing those properties benefitting therefrom. Subject to the terms of this Agreement, Developer agrees not to protest the establishment of assessment districts to fund the Additional Traffic Improvements. Developer retains the right to protest and litigate all matters other than the validity of the formation of any such district, including but not limited to the scope of improvements, the costs thereof and the allocation of such costs among various properties. In the event Developer initiates or participates in litigation concerning allocation of the cost of such improvements, Developer shall allow formation of the district and placement of liens on the Property so long as City provides security which, in Developer's reasonable estimation, will allow City to pay off the amount of indebtedness that is in dispute in the event Developer prevails in the litigation. A good faith -7-