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hereby expressly agrees and covenants not to sue or otherwise challenge any land use <br />approval affecting the Property and in effect as of the Effective Date. Such agreement <br />and covenant includes, without limitation, the covenant against any direct suit by <br />OWNER or its successor in interest, or any participation, encouragement or <br />involvement whatsoever that is adverse to CITY by OWNER or its successor in <br />interest, other than as part of required response to lawful orders of a court or other <br />body of competent j urisdiction. OWNER hereby expressly waives, on behalf of itself <br />and its successors in interest, any claim or challenge to any land use approval affecting <br />the Property and in effect as of the Effective Date. <br />OWNER hereby acknowledges that it has read and is familiar with the provisions of <br />California Civil Code Section 1542, which is set forth below: <br />A GENERAL RELEASE DOES NOT EXTEND TO <br />CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT <br />KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF <br />EXECUTING THE RELEASE AND THAT, IF KNOWN BY IILM OR <br />HER, WOULD IIAVE MATERIALLY AFFECTED HIS OR HER <br />SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. <br />BY INITIALING BELOW, OWNER HEREBY WAIVES THE PROVISIONS OF <br />SECTION 1542 IN CONNECTION WITH THE MATTERS THAT ARE THE SUBJECT OF THE <br />FOREGOING WAIVERS AND RELEASES. <br />O Initials <br />9.5 Survival. The provisions of Sections 8.1 through 9.4, inclusive, shall <br />survive the termination of this Agreement. <br />a <br />The Parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at <br />OWNER's sole discretion, from encumbering the Property or any portion thereof or any improvement <br />thereon by any mortgage, deed of trust or other security device securing financing with respect to the <br />Property. CITY acknowledges that the lenders providing such financing may require certain Agreement <br />interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and <br />representatives of such lenders to negotiate in good faith any such request for interpretation or modification. <br />CITY will not unreasonably withhold its consent to any such requested interpretation or modification <br />provided such interpretation or modification is consistent with the intent and purposes of this Agreement. <br />Any Mortgagee of the Property shall be entitled to the following rights and privileges: <br />(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, <br />render invalid, diminish or impair the lien of any mortgage on the Property trade in good faith and for <br />value, unless otherwise required by law. <br />(b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any <br />part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified <br />herein for giving notices, shall be entitled to receive written notification from CITY of any default by <br />55394AM02Ut553t97. l3 <br />_22_ <br />11 A-35 <br />