AgdaPkt 2015-07-27 Joint SA and PFA

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8.A. - Page 75 (ii) Such assignee or transferee complies with the requirements of clauses (iii)A and B of Section 8.3 hereof; and (iii) Such assignment or transfer will not impair the ability of City to achieve the objectives of the Project Approvals and this Agreement for the high quality development of the Site. 8.3 Release of Developer Upon Transfer; Recognized Assignees. Upon the sale, transfer or assignment of Developer's rights and interests under this Agreement under Sections 8.1 and 8.2 above, Developer shall be released from its obligations under this Agreement with respect to the Site arising subsequent to the effective date of such transfer if (i) Developer is not then in default under this Agreement, (ii) Developer has provided to City notice of such transfer, and (iii) the transferee executes and delivers to City a written agreement in which (A) the name and address of the transferee is set forth and (B) the transferee expressly and unconditionally assumes, in the form of a fully executed and recordable instrument approved as to form and content by City, all of the obligations of Developer under this Agreement with respect to the Public Access Parcels and the Site, including all of the obligations under the Easement and Parking Agreement. Any such transferee complying with the foregoing provisions shall be deemed a Permitted Transferee for purposes of this Agreement, and shall be entitled to the rights and benefits of Developer hereunder with respect to the Public Access Parcels and the Site. Developer shall, in any event, give notice to City of any transfer hereunder, disclosing therein the identity of the transferee and such transferee's address. Failure to deliver a written assumption agreement hereunder shall not affect the running of any covenants herein with the land, as provided in Section 8.4 below, nor shall such failure negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement, including the Easement and Parking Agreement. 8.4 Covenants Run With the Land. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns. All of the provisions of this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the Civil Code of the State of California. Each covenant to do or refrain from doing some act on the Site hereunder (i) is for the benefit of such properties and is a burden upon such properties, (ii) runs with such properties, and (iii) is binding upon and shall benefit each party and each successive owner during its ownership of such properties, or any portion thereof, and each entity having any interest therein derived in any manner through any owner of such properties. ARTICLE 9. NOTICES. 9.1 Procedure. Any notice to either party shall be in writing and given by delivering the same to such party in person or by sending the same by registered or certified mail, or Express Mail or similar overnight delivery service, return receipt requested, with postage prepaid, to the party's mailing address. The respective mailing addresses of the parties are, until changed as hereinafter provided, the following: 82483.00019\9644366. 13 ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA REV: 07 -22 -15 VR Page 34 of 102