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C. Developer, as Owner, may assign this Agreement and including any obligation, <br />right, title or interest of Developer under this Agreement, to the District or any resulting <br />district (after the District Confirmation Date), and to any person or entity (an "Assignee") <br />provided that the following conditions are satisfied: (1) the City has also given its written <br />consent to allow the Assignee to assume all of the obligations of the Developer under the <br />Development Agreement as amended; (2) if not the District or resulting district Assignee is a <br />successor owner of all or any part of the Land or is a lender to a successor owner of all or any <br />part of the Land; (3) if not the District or any resulting District, Assignee has a contractual <br />right to be reimbursed for water, sewer or drainage improvements from Bonds (or has a lien or <br />other security interest in such reimbursements); (4) the assignment is in writing executed by <br />Developer, as Owner, Assignee and the City in the form of assigned attached as Exhibit D; (5) <br />Assignee expressly assumes in the assignment any assigned obligations and expressly agrees <br />in the assignment to observe, perform, and be bound by this Agreement to the extent this <br />Agreement relates to the obligations, rights, titles, or interests assigned; (6) Developer is then in <br />compliance with all terms and conditions of the Development Agreement as amended; (7) a copy <br />of the executed assignment is provided to all Parties withM15 days after execution; and (8) <br />Assignee has executed a Partial Assignment of Reimbursement Rights in favor of the City in <br />substantially the same form as Exhibit D. Provided all of the foregoing conditions are satisfied, <br />from and after the date the assignment is executed by Developer and Assignee, the City agrees <br />to look solely to Assignee for the performance of all obligations assigned to Assignee and <br />agrees that Owner shall be released from performing the assigned obligations and from any <br />liability that results from the Assignee's failure to perform the assigned obligations. No <br />assignment by Owner shall release Owner from any liability that resulted from an act or omission <br />by Owner that occurred prior to the effective date of the assignment. Owner shall maintain <br />written records of all assignments made by Owner (including, for each Assignee, the Notice <br />information required by this Agreement, and including a copy of each executed assignment) <br />and, upon written request from any Party or Assignee, shall provide a copy of such records to <br />the requesting person or entity. <br />It is specifically intended that this Agreement as may be amended, and all terms, conditions <br />and covenants herein, shall survive a transfer, conveyance, or assignment occasioned by the <br />exercise of foreclosure of lien rights by a creditor or a Party, whether judicial or non judicial. <br />This Agreement shall be binding upon and inure to the benefit of the Parties and their <br />respective successors and Assignees. Notwithstanding the foregoing, however, Developer <br />shall not have the right to assign this Agreement, or any right, title, or interest of Owner under <br />this Agreement, until the District and all resulting districts have become a Party. <br />d. This Agreement is not intended to be binding upon, or create any encumbrance <br />to title as to, any ultimate consumer who purchases a fully developed and improved lot within <br />the Land. <br />12 <br />