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9.22 No Subordination; Mortgagee Protection; Covenants Do Not Impair Liens. City's <br />approval of the necessary land use entitlements that authorize Developer to develop, operate, and <br />maintain the Project or to cause the development of the Project was based upon Developer's <br />obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density <br />Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the Term of <br />the Density Bonus Housing Agreement, this Agreement shall have priority over any and all <br />mortgages, deeds of trust, and other similar forms of secured financing recorded against the <br />Property or any portion thereof. Developer expressly understands and acknowledges that state law <br />requires preservation of affordability covenants in connection with the approval of this density <br />bonus project. This Agreement shall not prevent or limit Developer, in Developer's reasonable <br />discretion, from encumbering the Property or any portion thereof of or any improvement thereon <br />by any mortgage, deed of trust or other security device securing financing with respect to the <br />Property or Project and such action shall not constitute an assignment of this Agreement. No <br />violation or breach of covenants, conditions, restrictions, provisions, or limitations contained in <br />this Agreement shall defeat or render invalid or diminish or in any way impair the lien or charge <br />of any mortgage or deed of trust or security instrument. <br />9.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action <br />against the other Party to this Agreement arising out of or in connection with this Agreement, the <br />prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs <br />of investigation, and costs of suit from the losing Party. <br />9.24 Authority to Execute. The person or persons executing this Agreement on behalf <br />of each Party warrants and represents that he or she/they have the authority to execute this <br />Agreement on behalf of his or her/their corporation, partnership or business entity and warrants <br />and represents that he or she/they has/have the authority to bind the Party to the performance of its <br />obligations hereunder. <br />(Signatures on following page) <br />19 <br />