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