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benefits of this Agreement(other than to receipt of notice and the ability to cure defaults on <br /> behalf of the Developer as provided in Section 5.2. hereof)unless such holder shall execute in <br /> form reasonably satisfactory to the County an agreement and consent subordinating the priority _ <br /> of its lien(without changing the priority of its lien for any other purpose)to the terms and <br /> conditions of this Agreement or shall otherwise comply with the provisions of Section 1.6. of <br /> this Agreement. <br /> SECTION 12. INCORPORATION OR ANNEXATION. <br /> 12.1. Effect of Incorporation or Annexation. In the event of incorporation or annexation <br /> of the Property, the provisions of Government Code Section 65865.3 shall apply. County agrees <br /> that in such event, it shall use reasonable efforts to ensure the continuing validity of this _ <br /> Agreement as between the Developer and the incorporating or annexing City for the maximum <br /> duration permitted under law,presently fifteen(15) years pursuant to Government Code Section <br /> 65865.3, or for the remaining term of this Agreement, whichever is less. <br /> SECTION 13. ENTIRE AGREEMENT; COUNTERPARTS. <br /> 13.1. Entire Agreement. This Agreement is executed in four(4)duplicate originals, each <br /> of which is deemed to be an original. This Agreement consists of 55 pages and Exhibits A-1 <br /> through D, inclusive, which constitute the entire understanding and agreement of the Parties. <br /> 13.2. Counterparts. This Agreement may be executed in multiple counterparts, each of <br /> which shall be deemed an original Agreement, and all of which shall constitute one and the same <br /> Agreement. <br /> [Signatures on following page] <br /> W02-SF:FPD\61481145.2 -54- - <br />