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other Persons, and acknowledges and agrees that a condition entitling the Property to the benefits of this Agreement is that Developer shall either require the holders of such security interests to execute and agree to be bound by the terms of this Agreement or to cause said security interests to be subordinated or removed, as provided in Section 1.3.2. It is intended and determined that the provisions of this Agreement shall constitute covenants which shall run with the Property, and the burdens and benefits hereof shall bind and inure to all successors in interest to the Parties hereto except as otherwise provided in this Section 1.3.1. and Sections 1.3.2. and 1.6. hereof. 1.3.2. Encumbered Property. The Persons holding the security interests, are not signatories to this Agreement. Developer represents that it controls the management and use of the Encumbered Property on the Effective Date of this Agreement. Accordingly,the Encumbered Property is subject to, and shall be developed in accordance with the Existing Approvals and the terms of this Agreement; provided, however, that no Person, including the Developer, shall be entitled to the benefits of this Agreement with respect to the Encumbered Property or portion thereof, including without limitation the provisions of Sections 2., 3. and 5 hereof,unless and until: (1) all Persons having a legal or equitable interest in the Encumbered Property or portion thereof(except claimants or holders of easements or other interests not deemed material by mutual concurrence of the Developer and County) have either executed this Agreement or have entered into a separate recordable instrument to the satisfaction of the Community Development Director and County Counsel by which such Persons agree to be bound by and comply with the terms of this Agreement; or(2)Developer submits evidence satisfactory to the Community Development Director and County Counsel that such security interests have either been subordinated to this Agreement or have been removed, and that all Persons holding a legal or equitable interest in the Encumbered Property or portion thereof(except claimants or holders of easements or other interests not deemed material by mutual concurrence of the Developer and County)have executed this Agreement. Upon satisfaction of the conditions of either clause(1) or (2), above, the Community Development Director shall record, at Developer's cost, an instrument acknowledging that said Encumbered Property or portion thereof is subject to and entitled to the benefits of this Agreement and that the provisions of this Section 1.3.2. are no longer applicable to such portion of the Property. 1.3.3. Developer's Authority to Act. The Developer and other Persons holding a legal or equitable interest in the Property(except claimants or holders of easements or other interests not deemed material by mutual concurrence of the Developer and County), all of which are signatories to and are bound by the terms and conditions of this Agreement, agree and represent to the County(as a material inducement to the County to enter into this Agreement) that the Developer has sole and exclusive authority to act for and on behalf of Developer and each and all of the other initial signatory Parties with respect to all obligations hereunder, with respect to all applications for approvals and permits pursuant to the Existing Approvals and this Agreement,with respect to receipt of all notices required to be given or received hereunder, and with respect to all remedies and other rights of County hereunder. Without limiting the foregoing, Developer shall be responsible for all acts or failures to act by other signatory Parties in carrying out the Existing Approvals and this Agreement, and performing and complying with the terms and conditions of this Agreement; without limiting,however, the separate obligations of each of the other signatory Parties with respect thereto or the County's rights and remedies as to each of the other signatory Parties,jointly or severally. The other signatory Parties,jointly and W02-SF:FPDN61481145.2 -15-