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the other Project Approvals under Section 8.1, Property Owner shall be released from the Specified Obligations under this Agreement and the other Project Approvals so transferred; provided, however, that: (i) Property Owner is not then in breach of the Specified Obligations; (ii) Property Owner has provided written notice of such Transfer to City that discloses the identity of the Transferee and the Transferee's address; and (iii) subject to the exceptions stated herein below, the Transferee executes and delivers to City an Assignment in which the Transferee expressly and unconditionally assumes all of the Specified Obligations. Failure of the Transferee to deliver an Assignment hereunder shall not affect the running of any covenants herein with the land, as provided in Article 9 below, nor shall such failure negate, modify, or otherwise affect the liability of any Transferee pursuant to the provisions of this Agreement and the other Project Approvals. (b) Following any assumption of obligations by a Transferee in accordance with the terms of this Article 8, the Transferee's Specified Obligations shall be severed from the surviving rights, obligations and interests of the Property Owner and the Property Owner's rights, obligations and interests shall be severed from the Transferee's Specified Obligations such that each party's subsequent performance shall be considered independently from the other's and a breach of the Specified Obligations by one party shall not affect the rights, obligations and interests of the other party. Transferee(s) shall be responsible for the reporting and annual review requirements relating to the portion of the Property owned by such Transferee(s), and any amendment to this Agreement between City and a Transferee shall only affect the portion of the Property owned by such Transferee. 8.4 Segregation of Obligations. In the event of a Transfer of all or any part of the Property, upon request of the Property Owner or any Transferee, City shall use its best efforts and shall cooperate in good faith with Property Owner and any Transferee in segregating those obligations necessary as a prerequisite to and in connection with development of that portion(s) of the Project which is to be developed by the Transferee and to which such Transferee is subject. Upon establishing those obligations to which the Transferee is subject, City shall provide the Transferee, at Transferee's request. with a written release, indicating those conditions of this Agreement and the other Project Approvals which are not obligations imposed on Transferee and those conditions which have been satisfied. 8.5 Scone of Article 8. The provisions of this Article 8 shall not be deemed to prohibit or otherwise restrict (i) the granting by Property Owner of easements, licenses or permits to facilitate development, (ii) the grant of a Mortgage or leasehold interest in all or any portion of the Property, or (iii) the sale or transfer pursuant to foreclosure, conveyance in lieu of foreclosure or other remedial action in connection with a Mortgage. ARTICLE 9. COVENANTS RUN WITH THE LAND 9.1 Covenants Run with the Land. All of the provisions, agreements, rights, powers, standards, terms, covenants, and obligations contained in this Agreement and the other recorded Project Approvals shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devises, administrators, representatives, 35690/849375v14 0125/00