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<br />lessees, and all of the persons or entities acquiring the Property or any portion thereof, or any
<br />interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the
<br />benefit of the parties and their respective heirs, successors (by merger, consolidation or
<br />otherwise), and assigns. Subject to the transfer of rights set forth in Article 8 above, all of the
<br />provisions of this Agreernent and the other recorded Project Approvals shall be enforceable as
<br />equitable servitudes and constitute covenants and benefits running with the land pursuant to
<br />applicable law, including but not limited to, Section 1468 of the Civil Code of the State of
<br />California; provided, however, with regard to any transferred rights and obligations those rights
<br />and obligations shall run with the transferred real property, if any, not the entirety of the
<br />property. Each covenant to do or refrain from doing some act hereunder, (i) is for the benefit of
<br />such properties and is a burden upon such property, (ii) runs with such properties, (iii) is binding
<br />upon each party and each successive owner during its ownership of such properties or any
<br />portion thereof, and each person or entity having any interest therein derived in any manner
<br />through any owner of such properties, or any portion thereof, and shall benefit each property
<br />hereunder, and each other person or entity succeeding to an interest in such properties, and (iv) is
<br />binding on City or its successors.
<br />
<br />9,2 Priority of DeveloDment Al!reement. Property Owner hereby Warrants that there
<br />is no prior lien or encumbrance against the Property which, upon foreclosure, would be free and
<br />clear of the obligations set forth in this Agreement.
<br />
<br />9.3 Survival of Provisions. The provisions of this Agreement shall survive the
<br />dedication and conveyance of the Public Parcel and the delivery of any deed by Property Owner
<br />in connection therewith and shall not be merged as a result of such dedication and deed delivery.
<br />
<br />ARTICLE 10.
<br />
<br />MORTGAGE PROTECTION: CERTAIN RIGHTS OF CURE
<br />
<br />10,1 ProDertv Owner's Ril!ht to Mortl!al!e. In conjunction with an encumbrance of the
<br />Property with a Mortgage, Property Owner has the right to create or allow one or more
<br />Mortgages affecting Property Owner's interest in this Agreernent, the other Project Approvals or
<br />the Property and to assign any or all of Property Owner's rights as security for the Mortgage, all
<br />upon the condition that the rights acquired under each such Mortgage shall be subject and
<br />subordinate to this Agreement and the other Project Approvals, and to all of City's rights and
<br />interest in and arising from this Agreement and the other Project Approvals, to the extent
<br />applicable to the mortgaged interests, None of the terms, covenants, conditions, or restrictions of
<br />this Agreement or the other Project Approvals shall be deemed waived by City by reason of the
<br />rights given to Property Owner to Mortgage an interest in this Agreement, the other Project
<br />Approvals or the Property.
<br />
<br />10,2 Notice to City of Mortl!al!e, If Property Owner enters into a Mortgage of any part
<br />of the Property, this Agreement or the other Project Approvals, Property Owner shall provide,
<br />and shall cause to be provided by the Mortgagee, to the City notice of the proposed Mortgage,
<br />the identity of the proposed Mortgagee, and the interests to be subject to the proposed Mortgage.
<br />Property Owner shall give such notice in advance of the closing date of the Mortgage transaction
<br />or recordation of the Mortgage, whichever occurs sooner, In any event, Property Owner shall
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