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of the proposed Assignee's financial resources, such Assignee would not be able to perform the obligations proposed to be assumed by such Assignee. Any such determination shall be made in writing by the Community Development Director, supported by substantial evidence, and would be appealable by the affected Owner to the City Council. Failure by City to respond to any such assignment request within thirty (30) days would be deemed to constitute consent. Further, no consent to assign shall be required under this Section 9.1(b) for land covered by a specific tentative map or parcel map so long as Developer or subsequent owner(s) has satisfied all of its obligations hereunder in connection with said tentative map or parcel map. Finally, the Parties agree that once the Project is fully built out, then no consent to assign shall be required. 9.2 Assumption of Rights, Interests and Obligations. Subject to compliance with the preceding Section 9. 1, express written assumption by an Assignee of the obligations and other terms and conditions of this Agreement with respect to the Property or such portion thereof sold, assigned or transferred, shall relieve Developer of such obligations and other terms and conditions so expressly assumed. Any such assumption agreement shall be in substantially the same form as attached Exhibit D, as determined by the City Attorney. The County Recorder shall duly record any such assumption agreement in the official records of Alameda County within ten (10) days of receipt. Upon recordation of said assumption agreement, Developer shall automatically be released from those obligations assumed by the Assignee. 9.3 Rights and Duties of Mortgagee in Possession of Property. (a) This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the Effective Date, including, without limitation, the lien of any Mortgage. Notwithstanding the foregoing, no breach of this Agreement shall defeat, render invalid, diminish or impair any Mortgage made in good faith and for value; provided, however, this Agreement shall be binding upon and effective against all persons and entities, including all Mortgagees who acquire title to the Property or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise, and including any subsequent transferee of the Property acquired by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise (in either case, a "Mortgagee Successor "), subject, however, to the terms of Section 9.3(b), below. (b) The provisions of Section 9.3(a) above notwithstanding, no Mortgagee Successor shall have any obligation or duty under this Agreement to commence or complete the construction of any project infrastructure, or to guarantee such construction or completion, or have any liability for failure to do so; provided, however, that a Mortgagee Successor shall not be entitled to devote the Property to any uses or to construct any improvements thereon other than those uses or improvements permitted under the Project Approvals. In the event that any Mortgagee Successor shall acquire title to the Property or any portion thereof, the Mortgagee Successor further shall not be (i) liable for any breach or default under this Agreement on the part of any Developer or its successor, or (ii) obligated to cure any breach or default under this Agreement on the part of any Developer or its successor. In the event such Mortgagee Successor desires to succeed to Developer' rights, benefits, and privileges under this Agreement, however, City may condition such succession upon the assumption of this Agreement by the Mortgagee 16