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obligations pertain to the portion of the Proiper y sold, assigned©r transfcded,to i# h' er51 ;a Percnttted Asstgntnent, i icluding, without lrni}tat><cln � -b thi's tiQrt4,1 6v�rtth respect to any sale; assignment ar trarisl~er by Es�€ch l'00Sc QS � ee�ofgany�ttEterest under tam this Agreeneirt. `S � s g , 1..6 p Op o � et �4� vlutyp� 5-C, EXc.9t�yaS othetwsa s, to a errntfted Assignment to c rcumstanees'whece t1 +fit t § d Qt O erw�� end t r +�kr.-rl3WV `7.te �t v sitts�faetion with the requirements of Section 1 6 4 beleofJJ ix t l� st e Fre r 4 i rt h N the Developer from any further obltattons under tttrAreernn �th �sdct A",the portion of the Property so assigned or.transfbiibd to a Recog uzed,As� r ;pri vtded ,ho ever, that2lhis provision shall not be 'ass deemed,to release the:Develiper&ice ary�ob�igatiots umut ed cler other-'4greements or in connection with the Xis 11% ' A"t"" ls'(sur, as,sec my for,performance of obligations), nor shall it be deemed to release the Deyeloper:frotn obligations accruing or liability for defaults under this.Agreefnecit occurring prtoc to the le fecttve:date of such Fertriitted Assignment except where a Recognized Assignee has agreed.to expressly as'sutnee the liability. and obligation to cure such a default and County has expressly cbri:nicd-to the release 0 Developer from such liability and such obligation to c' e: 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 its 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, 1.6.4.13 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-SFTPU61481 145.2 -20-