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obligations pertain to the portion of the Property sold, assigned or transferred to it under a <br /> Permitted Assignment, including,without limitation, the provisions of this Section 1.6 with <br /> respect to any sale, assignment or transfer by such Recognized Assignee of any interest under <br /> this Agreement. <br /> 1.6.3.C. Except as otherwise provided by the terms of County consent <br /> to a Permitted Assignment in circumstances where the County could not otherwise find <br /> satisfaction with the requirements of Section 1.6.4. hereof, a Permitted Assignment shall release <br /> the Developer from any further obligations under this Agreement with respect to the portion of <br /> the Property so assigned or transferred to a Recognized Assignee; provided,however,that this <br /> provision shall not be deemed to release the Developer from any obligations assumed under <br /> other agreements or in connection with the Existing Approvals (such as security for performance <br /> of obligations), nor shall it be deemed to release the Developer from obligations accruing or <br /> liability for defaults under this Agreement occurring prior to the effective date of such Permitted <br /> Assignment except where a Recognized Assignee has agreed to expressly assume the liability <br /> and obligation to cure such a default and County has expressly consented to the release of <br /> Developer from such liability and such obligation to cure. <br /> 1.6.4. The conditions and standards to be applied by County pursuant to <br /> Section 1.6.3. are as follows: <br /> 1.6.4.A To the extent that substantial commitments or other actions on its <br /> part are required resulting in its entering into a Subsequent Development Agreement Developer <br /> shall represent that such purchaser, assignee or transferee possesses the related experience, good <br /> reputation and financial resources or access to financial resources to implement the Existing <br /> Approvals and cause the Property, or portion thereof to be transferred, to be developed (and <br /> maintained, with respect to Infrastructure until acceptance by the applicable public entity)in the <br /> manner contemplated by the Existing Approvals and this Agreement;provided, however, that <br /> this standard shall be deemed satisfied if such purchaser, assignee or transferee is a wholly <br /> owned affiliate of the Developer; <br /> 1.6.4.13. Such purchaser, assignee or transferee shall enter into a written <br /> Assumption Agreement, ready for recordation, in form and content substantially in the form <br /> attached hereto as Exhibit D and approved by County Counsel, expressly assuming and agreeing <br /> to be bound by the provisions of this Agreement; and, <br /> 1.6.4.C. Developer shall represent that such sale, assignment or transfer <br /> will not cause a substantial delay not anticipated by the County in the implementation of the <br /> items in Exhibit C, Part I nor impair the ability of the County to achieve the benefits of the items <br /> in Exhibit C, Part I or other provisions of this Agreement in a timely manner; and, <br /> 1.6.4.13 The assigning Developer shall not be in material default under <br /> this Agreement. <br /> 1.6.5. Notwithstanding the foregoing provisions of this Section 1.6, Mortgages <br /> with respect to the Property are permitted without the consent of the County, provided the <br /> W02-SF:FPD\61481145.2 -20- <br />