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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 /> Leased Premises as provided in the Construction Contract, the <br /> Ground Lease, and Chapter 35. 42 RCW, including in particular RCW <br /> 35. 42 . 070 -. 080. <br /> 19 . 2 Lessor's Lessee Obligation to Execute Assignment and <br /> Deed. Lessor hereby agrees immediately upon payment to Lessor of <br /> - <br /> . -= . ' - ' ' - - - - to execute an Assignmenta33ignmcnt and Deed <br /> deed in substantially the form of Exhibit E hereto at the time <br /> Lessor receives payment of his Acquisition Price (subject to the <br /> terms of this Section 19.2) , in consideration for payment to Lessor <br /> of the Acquisition Price for the purpose of assigning all right, <br /> title and interest of Lessor under this Lease, the Ground Lease and <br /> all of Lessor's right, title and interest in the Improvements, to <br /> Security Pacific Bank Washington, N.A. ("Trustee") , in trust for <br /> the benefit of an underwriter to be then determined and owners of <br /> any certificated interests therein from time to time, for the <br /> purpose of accomplishing the take-out financing of the <br /> Improvements. It is understood and agreed that Lessor's obligation <br /> hereunder to execute the Assignment and Deed is applicable <br /> notwithstanding that the City (or its designee) may withhold be <br /> entitled 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, in <br /> the event the City is unable to accomplish the take-out financing <br /> of the Improvements as contemplated by this Section 19 . 2 , then <br /> Lessor shall be paid in accordance with and within the time period <br /> specified in the Construction Contract, and such payment shall be <br /> deemed prepayment of any and all Lease Rent Payments hereunder, and <br /> this Lease shall 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 /> -20- D0T439 91/09/24 <br />