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Agenda - City of Santa Monica

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12.1.4 Secured Lender Not Obligated Under this Agreement.<br />

(a) No Secured Lender shall have any obligation or duty under<br />

this Agreement to perform the obligations <strong>of</strong> Developer’s or the affirmative covenants <strong>of</strong><br />

Developer’s hereunder or to guarantee such performance unless and until such time as a<br />

Secured Lender takes possession or becomes the owner <strong>of</strong> the estate covered by its<br />

Mortgage. If the Secured Lender takes possession or becomes the owner <strong>of</strong> any portion<br />

<strong>of</strong> the Property, then from and after that date, the Secured Lender shall be obligated to<br />

comply with all provisions <strong>of</strong> this Agreement; provided that the Secured Lender shall not<br />

be responsible to the <strong>City</strong> for any unpaid monetary obligations <strong>of</strong> Developer that accrued<br />

prior to the date the Secured Lender became the fee owner <strong>of</strong> the Property.<br />

(b) Nothing in Section 12.1.4(a) is intended, nor should be<br />

construed or applied, to limit or restrict in any way the <strong>City</strong>’s authority to terminate this<br />

Agreement, as against any Secured Lender as well as against Developer if any curable<br />

Event <strong>of</strong> Monetary Default or an Event <strong>of</strong> Non-Monetary Default is not completely cured<br />

within the Secured Lender’s Cure Period.<br />

13.1 Transfers and Assignments.<br />

ARTICLE 13<br />

TRANSFERS AND ASSIGNMENTS<br />

13.1.1 Not Severable from Ownership Interest in Property. This<br />

Agreement shall not be severable from Developer’s interest in the Property and any<br />

transfer <strong>of</strong> the Property or any portion there<strong>of</strong> shall automatically operate to transfer the<br />

benefits and burdens <strong>of</strong> this Agreement with respect to the transferred Property or<br />

transferred portions, as applicable.<br />

13.1.2 Transfer Rights. Developer may freely sell, transfer, exchange,<br />

hypothecate, encumber or otherwise dispose <strong>of</strong> its interest in the Property, without the<br />

consent <strong>of</strong> the <strong>City</strong>. Developer shall, however, give written notice to the <strong>City</strong>, in<br />

accordance with Section 15.1, <strong>of</strong> any transfer <strong>of</strong> the Property, disclosing in such notice<br />

(a) the identity <strong>of</strong> the transferee <strong>of</strong> the Property (the “Property Transferee”) and (b) the<br />

address <strong>of</strong> the Property Transferee as applicable.<br />

13.2 Release Upon Transfer. Upon the sale, transfer, exchange or<br />

hypothecation <strong>of</strong> the rights and interests <strong>of</strong> Developer to the Property, Developer shall be<br />

released from its obligations under this Agreement to the extent <strong>of</strong> such sale, transfer or<br />

exchange with respect to the Property if : (a) Developer has provided written notice <strong>of</strong><br />

such transfer to <strong>City</strong>; and (b) the Property Transferee executes and delivers to <strong>City</strong> a<br />

written agreement in which the Property Transferee expressly and unconditionally<br />

assumes all <strong>of</strong> the obligations <strong>of</strong> Developer under this Agreement with respect to the<br />

Property in the form <strong>of</strong> Exhibit "I" attached hereto (the “Assumption Agreement”).<br />

Upon such transfer <strong>of</strong> the Property and the express assumption <strong>of</strong> Developer’s obligations<br />

under this Agreement by the transferee, the <strong>City</strong> agrees to look solely to the transferee for<br />

compliance with the provisions <strong>of</strong> this Agreement. Any such transferee shall be entitled<br />

42<br />

F:\RECORDSANDELECTIONSHARE\MEETINGS\WWW\2013\20130514\WORD DOCUMENTS\2013051407-A-2.DOC

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