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<br />from the date of damage or destruction and until such time that the State's access to and use of
<br />the Additional Parking is fully restored, or until the City provides permanent replacement parking
<br />of comparable convenience and security as the Additional Parking.
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<br />3.2, City Parkina Structure Expansion. Any expansion of the City Parking
<br />Structure beyond the general description of the City Parking Structure attached hereto as
<br />Exhibit E shall be subject to the prior written approval of the State, which shall not be
<br />unreasonably withheld. Notwithstanding the foregoing, it shall be reasonable for the State to
<br />withhold its approval of any expansion of the City Parking Structure if such expansion (i)
<br />materially interferes with the continued use of the State Project, (ii) is architecturally or
<br />aesthetically inconsistent with the existing City Parking Structure and State' Project, or (iii)
<br />materially compromises the security of the existing State Parking Area.
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<br />3,3. Open Parkina Structure - Unprotected Openinas. No buildings or
<br />enclosed structures of any kind (other than landscaping, sidewalks, open trellises, covered
<br />walkways, pavement, or improvements related thereto) shall be permitted within ten (10) feet of
<br />the outside perimeter of the City Parking Structure, from ground to sky, along the westerly
<br />boundary of the State Parcel in compliance with Section 503.2 and Table 5-A of the California
<br />Building Code (as amended). This Section 3.3 shall not be amended or modified without the
<br />express written consent of the Building Official of the City of Santa Ana.
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<br />4, Covenants Runnina With The land, The Parties do hereby declare that the
<br />Real Properties and all improvements and appurtenances thereon, to the extent owned by each
<br />of them, shall be subject to this Agreement. Each of the Real Properties shall be held,
<br />conveyed, hypothecated, encumbered, leased, rented, used, and occupied subject to the
<br />provisions of this Agreement. It is the express intent of the Parties that the covenants contained
<br />herein shall be covenants running with the land, in accordance with the provisions of Section
<br />1468 of the California Civil Code. All the provisions hereof are declared to be in furtherance of a
<br />plan for the use and occupancy of the Real Properties and shall burden, benefit, and be
<br />appurtenant to the Real Properties, and shall be binding on all owners of the Real Properties
<br />and all other Parties having or acquiring any right, title or interest in any portion of the Real
<br />Properties, and their respective grantees, heirs, executors, administrators, successors and
<br />assigns. Each of the easements, covenants, conditions, and restrictions set forth herein shall
<br />be deemed to be effective upon the recordation of this Agreement in the Official Records of
<br />Orange County.
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<br />5, Indemnification.
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<br />5,1, For so long as each Party holds an ownership interest in the Real
<br />Properties, each Party and its respective successors and assigns (each an "Indemnifying
<br />Party") shall indemnify, defend, and hold the other Party and its Related Parties ("Indemnified
<br />Parties") harmless from and against any and all claims, liabilities, losses, costs or damages that
<br />the Indemnified Parties may incur as a result of any negligent Dr intentional acts or omissions by
<br />any Indemnifying Party on or around the Real Properties in connection with this Agreement.
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<br />5,2. The City shall indemnify, defend, and hold the State and its Related
<br />Parties harmless from and against any and all claims, liabilities, losses, costs or damages that
<br />the State or its Related Parties may incur as a result of the presence of the City Parking
<br />Structure footings and foundation improvements constructed on the State Parcel pursuant to
<br />Section 1.5 above, and any negligent or intentional acts or omissions of the City or its Related
<br />Parties in connection with the City's exercise of its rights under Section 1.5 above. This Section
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<br />557986.11
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