RecDoc 2004-231516 Grant Deed BHV Innisfree Ventures I, LLC

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or leases of any part or parts of a building or structure for use of space therein when said improvement is completed. Once a Certificate of Completion is recorded with respect to the Property, the Grantee may engage in any activities specified in this paragraph as to the Property without the approval or consent of the Grantor. 5. The Agreement contains certain use requirements which pertain to the Property, including, without limitation, the requirement for leases of space within the Project to be constructed on the Property to contain certain provisions, including the requirement to cooperate with the City in a reasonable manner to promote and publicize the City's parking and traffic management program for downtown Redwood City and the requirement to comply with any use permit conditions to the extent applicable to any specific premises within the Project. Further, the Grantor and the Grantee have entered into that certain Reciprocal Easement and Maintenance Agreement which will be or has been recorded against and will bind the Property, and will enter into another maintenance agreement as provided in the Agreement which shall be recorded against the Property in the future, which will be consistent with the conditions of approval of the Planned Development Permit previously approved for the Project. Such covenants will be in effect for the periods specified in the Agreement as to each of them. 6. The Property is subject to a covenant regarding uses as set forth in Section 601 of the Agreement, which shall be in effect for the period specified in Section 602 of the Agreement. 7. The covenants contained in this Grant Deed shall be binding for the benefit of the Grantor and its successors and assigns, and such covenants shall run with the land and in favor of the Grantor for its own right for the entire period during which such covenants shall be in full force and effect, without regard to whether the Grantor is or remains an owner of any land or interest herein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies set forth in its favor in the Agreement, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach as provided by law. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and its successors. 8. This Grant Deed is given subject to the Grantor's right to re-enter the Property and revest the title thereto and in all improvements thereon in itself under the conditions set forth in Section 810 of the Agreement, and to terminate the estate conveyed herein to the Grantee. The recordation of a Certificate of Completion in accordance with the provisions of the Agreement shall terminate such rights of re-entry, revesting and termination held by the Grantor. END OF THIS PAGE REDW\0002\D000I 2-5. WPD 11\8\04 200 law 3