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lessees, and all of the persons or entities acquiring the Property or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation or otherwise), and assigns. Subject to the transfer of rights set forth in Article 8 above, all of the provisions of this Agreement and the other recorded Project Approvals shall be enforceable as equitable servitudes and constitute covenants and benefits running with the land pursuant to applicable law, including but not limited to, Section 1468 of the Civil Code of the State of California; provided, however, with regard to any transferred rights and obligations those rights and obligations shall run with the transferred real property, if any, not the entirety of the property. Each covenant to do or refrain from doing some act hereunder, (i) is for the benefit of such properties and is a burden upon such property, (ii) runs with such properties, (iii) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof, and shall benefit each property hereunder, and each other person or entity succeeding to an interest in such properties, and (iv) is binding on City or its successors. 9.2 Priority of Development Agreement. Property Owner hereby warrants that there is no prior lien or encumbrance against the Property which, upon foreclosure, would be free and clear of the obligations set forth in this Agreement. 9.3 Survival of Provisions. The provisions of this Agreement shall survive the dedication and conveyance of the Public Parcel and the delivery of any deed by Property Owner in connection therewith and shall not be merged as a result of such dedication and deed delivery. ARTICLE 10. MO RTGAGE PROTECTION CERTAIN RIGHTS OF CURE 10.1 Property Owner's Right to Mortgage. In conjunction with an encumbrance of the Property with a Mortgage, Property Owner has the right to create or allow one or more Mortgages affecting Property Owner's interest in this Agreement, the other Project Approvals or the Property and to assign any or all of Property Owners rights as security for the Mortgage, all upon the condition that the rights acquired under each such Mortgage shall be subject and subordinate to this Agreement and the other Project Approvals, and to all of City's rights and interest in and arising from this Agreement and the other Project Approvals, to the extent applicable to the mortgaged interests. None of the terms, covenants, conditions, or restrictions of this Agreement or the other Project Approvals shall be deemed waived by City by reason of the rights given to Property Owner to Mortgage an interest in this Agreement, the other Project Approvals or the Property. 10.2 Notice to City of Mortgage. If Property Owner enters into a Mortgage of any part of the Property, this Agreement or the other Project Approvals, Property Owner shall provide, and shall cause to be provided by the Mortgagee, to the City notice of the proposed Mortgage, the identity of the proposed Mortgagee, and the interests to be subject to the proposed Mortgage. Property Owner shall give such notice in advance of the closing date of the Mortgage transaction or recordation of the Mortgage, whichever occurs sooner. In any event, Property Owner shall 33690/849375v14 31 08!25/00