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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 /> 1.5.4. The conditions and standards to be applied by County pursuant to <br /> Sections 1.5.2 and 1.5.3. are as follows: <br /> 1.5.4.A. To the extent that substantial commitments or other actions on <br /> its part are required, such purchaser, assignee or transferee possesses the related experience, <br /> good reputation and financial resources or access to financial resources to implement the <br /> Existing Approvals and cause the Property, or portion thereof to be transferred, to be developed <br /> (and maintained, with respect to Infrastructure until acceptance by the applicable public entity) in <br /> the 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 /> 1.5.4.13. Such purchaser, assignee or transferee enters into a written <br /> Assumption Agreement, ready for recordation, in form and content substantially in the form <br /> attached hereto as Exhibit C and approved by County Counsel, expressly assuming and agreeing <br /> to be bound by the provisions of this Agreement; and, <br /> 1.5.4.C. The assigning Developer shall not be in material default under <br /> this Agreement. <br /> 1.5.5. Notwithstanding the foregoing provisions of this Section 1.5., Mortgages <br /> with respect to the Property are permitted without the consent of the County, provided the <br /> Developer retains its respective legal or equitable interest in the Property and remains fully <br /> responsible hereunder. No Mortgagee pursuant to this Section 1.5.5. shall be entitled to receive <br /> any notice under this Agreement unless Developer or such Mortgagee has submitted a written <br /> request to County for such notice to be given, setting forth the names and addresses of the <br /> Persons to receive notices on behalf of such Mortgagee and the kinds of notices to be sent to <br /> such Persons specifying the applicable sections of this Agreement providing for such notices. <br /> The failure of a Mortgagee (other than a Recognized Assignee)to receive any notice from <br /> County, or the failure of County to send such notice, shall not affect the application of the terms <br /> of this Agreement to the Property or the rights of the County hereunder. <br /> 1.5.5.A. Foreclosure under a Mortgage, deed in lieu of foreclosure or <br /> sale following foreclosure or deed in lieu of foreclosure is permitted without the consent of the <br /> County;provided, however, that unless and until the holder of any Mortgage or any successor <br /> thereto following foreclosure shall comply with and satisfy the requirements of Sections 1.5.4.A. <br /> and 1.5.4.13. hereof and be approved by County as a Recognized Assignee following its <br /> acquisition of all or a portion of the Property, such holder of any Mortgage or any successor <br /> thereto following foreclosure shall not be entitled to the benefits of this Agreement and shall not <br /> have any standing or rights to enforce the provisions of this Agreement, including but not limited <br /> -16- <br />