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7.A. - Page 166 instruments recorded against the Site or set forth in this Agreement, except to the extent that the City Deed, other recorded instrument or this Agreement provides that it or any portion of it is terminated upon the issuance of a Certificate of Completion. Except as otherwise provided herein, after the issuance of a Certificate of Completion, neither the City nor any other person shall have any rights, remedies or controls with respect to the Site that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement. After the recordation of a Certificate of Completion for the parking garage or the Project, as the case may be, any Person then owning or thereafter purchasing leasing or otherwise acquiring any interest in the Site or the Project shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement as to the portion of the Project as to which a Certificate of Completion has been issued, but such Person shall be bound by any reservations, covenants, conditions, restrictions and other interests affecting the Site as set forth in the City Deed or other recorded instrument. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligations of Developer to any holder of a Mortgage or any insurer of a Mortgage securing money loaned to finance the Proj ect or any portion thereof. ARTICLE 5 SPECIAL DEVELOPMENT COVENANTS OF THE DEVELOPER 5.1 No Conveyance to Tax Exempt Entity. 5.1.1 Covenant. The Developer covenants and agrees that during the Covenant Period, neither the Developer, nor its successors or assigns shall Transfer all or any portion of the Site or the Proj ect to any Person or use all or any portion of the Site or the Proj ect for any use, that is partially or wholly exempt from the payment of property taxes or that would cause the exemption of the payment of all or any portion of property taxes otherwise assessable regarding the Site or the Proj ect, without the prior written consent of the City, prior to the expiration of the Covenant Period. 5.1.2 Covenant Runnin� with the Land The covenants of this Section 5.1 shall run with the land, binding successive owners of the Site from the Close of Escrow until the end of the Covenant Period, and shall be enforceable by the City. 5.2 Maintenance Condition of the Site. The Developer for itself, its successors and assigns, covenants and agrees that: 5.2.1 Maintenance Standard. The entirety of the Site and the Proj ect shall be maintained by the Developer in good condition and repair and in a neat, clean and orderly condition, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other improvements on or to the Site, now existing or made in the future by or with the consent of the Developer, as necessary to maintain the appearance and character of the Project and the Site. The Developer's obligation to maintain the Project and the Site described in the 82483.00009\7571312.11 3 8 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT