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ARTICLE XIX: CONSENT TO LEASEBACK AND <br /> ASSIGNMENT OF IMPROVEMENTS , LEASES <br /> 19. 1 Intention of Parties. Lessor hereby acknowledges and <br /> agrees that the City would not execute this Lease but for the <br /> agreement by Lessor to construct the Improvements on the Land <br /> premises to be ground leased to Lc33or by City as provided in the <br /> Construction Contract, the Ground Lease, and Chapter 35.42 RCW, <br /> including in particular RCW 35. 42 . 070 -. 080. <br /> 19. 2 Lessor's Obligation to Execute Assignment and Deed. <br /> Lessor hereby agrees immediately upon payment to Lessor of the <br /> ctatc law) to execute an aAssignment and dDeed in substantially the <br /> form of Exhibit E hereto at the time Lessor receives payment of the <br /> Acquisition Price (subject to the terms of this Section 19.2) in <br /> consideration of receipt of such payment, for the purpose of <br /> assigning all right, title and interest of Lessor under this Lease, <br /> the Ground Lease and all of Lessor's right, title and interest in <br /> the Improvements, to Security Pacific Bank Washington, N.A. <br /> ("Trustee") , in trust for the benefit of an underwriter to be then <br /> determined and owners of any certificated interests therein from <br /> time to time, for the purpose of accomplishing the take-out <br /> financing of the Improvements. It is understood and agreed that <br /> Lessor's obligation hereunder to execute the Assignment and Deed <br /> is applicable notwithstanding that the City (or its designee) may <br /> be .....t ..d under the Construction Contract, or as required under <br /> state law, to—withhold a certain portion of the Acquisition Price <br /> as retainage and/or security for completion of the punch list for <br /> the Improvements. Lessor's rights to receive any withheld portion <br /> of the Acquisition Price shall be governed by the Construction <br /> Contract. <br /> Notwithstanding anything in this Lease to the contrary, Iif� <br /> following substantial completion of the Improvements, the City is <br /> unable to accomplish the take-out financing of the Improvements as <br /> contemplated by this Section 19.2, then Lessor shall be paid in <br /> accordance with and within the time period specified in the <br /> Construction Contract, and such payment shall be deemed prepayment <br /> of any and all Lease Rent Payments hereunder, and this Lease shall <br /> thereupon terminate. <br /> 19. 3 Obligations Not Severable. The obligations of Lessor <br /> under this Article XIX are integral to this Lease and may not be <br /> severed herefrom without invalidating the entire Lease. The City <br /> shall have the right in addition and without prejudice to any other <br /> rights hereunder, to demand and have specific performance of <br /> Lessor's obligation to assign all its right, title and interest in <br /> the Ground Lease, Lease and Improvements. <br /> B-24 KR170 92/01/27 <br />