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L oblt�gations pertain to the.portion of the Property sold, assigned�c��transferredEto tt under az Perttutted Assignment, including, wt�haut lri{tattotl;tic ' tlltiectton,l ti with respgct to any sale,<assignment.or,transetr by auchfc �` 1� tgeafany rnt�� stut�.der p , tl►i�s ArPitytt3ent' 1.6 C. •. ExoepXxas otiiet � 3 �sotyort�er , t to a 1? nttted Asstgtunent in ctrcµmstadces wkie�ce: eottbu�not oth rise find satisfaction with.the requirements of S: tton 1 —6A �rYe �Am { ttetshall release y I G a 1�SF Rt 40. I the Developer froth any further tibligattons tinder tlits4reettietit�th. espot�tp the portlon of r the Property so assigned or transferred to a Recozed At'rtrovtderd„ltovtrever, that ibis provision shall not be deemed"to release ilii Developer fi 'trity�cltgattctis ass�ttted nrider other,agreements or in connection with the Existing Approvals(such as seetulty lar perfortttance ofobl gations), nor shall it be.deemed to release the Dev-eloper from obltgat vns accruing:or liability for defaults under this.Agreement occurring prior to tho,vffecttve date of such Porttitted Assignment except where a Recognized Assignee has agreed tc ;expressly sssume the liabclity and obligation to cure such a default and County has expressly consented to the'release of Developer from such liability and such obligation to cure: 1.6.4. The conditions and standards to be-applied by County pursuant to Section 1.6.3. are as follows: 1.6.4.A To the extent that substantial commitments or other actions on its part are required resulting in its entering into a Subsequent Development Agreement Developer shall represent that such purchaser, assignee or transferee possesses the related experience, good reputation and financial resources or access to financial resources to implement the Existing Approvals and cause the Property,or portion thereof to be transferred, to be developed(and maintained, with respect to Infrastructure until acceptance by the applicable public entity) in the manner contemplated by the Existing Approvals and this Agreement; provided, however, that this standard shall be deemed satisfied if such purchaser, assignee or transferee is a wholly owned affiliate of the Developer; 1.6.4.B. Such purchaser, assignee or transferee shall enter into a written Assumption Agreement, ready for recordation, in form and content substantially in the form attached hereto as Exhibit D and approved by County Counsel, expressly assuming and agreeing to be bound by the provisions of this Agreement; and, 1.6.4.C. Developer shall represent that such sale, assignment or transfer will not cause a substantial delay not anticipated by the County in the implementation of the items in Exhibit C, Part I nor impair the ability of the County to achieve the benefits of the items in Exhibit C, Part I or other provisions of this Agreement in a timely manner; and, 1.6.4.D The assigning Developer shall not be in material default under this Agreement. 1.6.5. Notwithstanding the foregoing provisions of this Section 1.6, Mortgages with respect to the Property are permitted without the consent of the County, provided the W02-SF:F PD\614 81145.2 -20-