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other Persons, and acknowledges and agrees-that a co drtiott entitling the Property to the-benefits .of tlus-Agreement is that Developer shall either rectirre the hQXders o£srch secuntytf TIPts to execute and agree to be tioutid by the"terms of zhrs Agreerinent o �o caase'sa d se ri t �rtet�ests Ao be subordinated or removed; as provideis ttiteiitl an "d�teted that tite P.tovistar s of this Aresh gement all AA,o -const Lute cin t s w #t steal l and the btudens and benefits hereofshll'btrid atid, nuie to ail sicOes k� ��nt sfx etre hereto except as oil erwr e.lirovided to tltl!s Sectroh'1 3 1 -'a-d S-Wibn x ll4 1..3;2. Endumbere&Proiib lold rt The Persons in the securtt tn�l g y crests are dot signatories to:this Agreement.:Developentsr represethat it conYrois the mattgemett and use of fhe Encumbered,Property or:the Effective Date of flus Agreement Accordtngfy„f1he Ettcrimberecl Property is subject to, and shall be.developer[to accordanthece with E ctsttng Appro�ais air{d the to of this Agreement; provided, however,that no Person, rncludl ng'the Developer,shah be entitled to the benefits of this Agreement with respect to the°Encdim bere d Property.or portion thereof, including without limitation the provisions of Sections,2.. , 3. and 5 hereof, irtless acid' until- (1)all Persons having a legal or equitable interest in the Encumbered Propert or p rtton thereof(except claimants or holders of easements or other interests notdeerned matertal b.Y. mutual concurrence of the Developer and County) have either executed this-Agreernent or have entered into a separate recordable instrument to the satisfaction of the Com'tttututyDevetoprnent Director and County Counsel by which such Persons agree to be bound by aril cotriply;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-SI:TM451481145.2 -1 5-