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and refer solely and exclusively to the assignee or Transferee, and not to the original Developer <br />hereunder or the assignee or Transferee of any other Please. <br />In the egret of a Transfer er the Developer under subparagraphs. (a) , <br />inclusive, above not requiring the Agency's prior approval, the Developer nevertheless agrees <br />that at least ten 1 days prior to such Transfer it shall give written notice to the Agency of such <br />Transfer and satisfactory evidence that the Transferee has assumed jointly with the Developer <br />the obligations of this Agreement. <br />602.3 Agency Consideration of Requested Trans ej-. The Agency agrees that <br />it will not unreasonably withhold approval of a request made pursuant to this Section 602, <br />provided the Developer delivers written Notice to the Agency requesting such approval. Such <br />notice shall be aeeonipanicd by sufficient evidence regarding the proposed assignee's or <br />transferee's applicable operational qualifications and experience, and its financial commitments <br />and resources, in sufficient detail to enable the Agency to evaluate the proposed assignee o • <br />purchaser pursuant to the criteria set forth in this Section 602 and as reasonably determined by <br />the Agency. The Agency shall evaluate each proposed transferee or assignee on the basis of its <br />applicable development and/or qualifications as it relates to a proposed transferee who is <br />obligated to complete the Developer Improvements, ements, and experience in the operation of facilities <br />similar to the Developer Improvements, emer ts, and its financial commitments and resources, and i ay <br />reasonably disapprove any proposed transferee or assignee, during the period for which this <br />Section 602 applies, which the Agency determines does not possess equal or better qualifications <br />than the transferring Developer. An assignment, assumption and release agreement its forin <br />satisfactory to the Agency's legal counsel shall also be required for all proposed assignments. <br />Within thirty days after the receipt of the Developer's written notice requesting Agency <br />approval of an. assignment or transfer pursuant to this Section 602, the Agency shall either <br />approve o • disapprove such proposed assignment or transfer, or shall respond in writing by <br />stating what fart her information, if any, the Agency reasonably requires in order to determine the <br />request complete plet and determine whether or not to grant the requested approval. Upon receipt of <br />such a response, the Developer shall promptly furnish to the Agency such further information as <br />may be reasonably requested. <br />602.4 Succe ssor-s and Assigns. All of the terms, covenants and conditions of <br />this Agreement shall be binding upon the Developer and its permitted successors and assigns. <br />Whenever the term "Developer" is used in this Agreement, such terns shall include any other <br />permitted successors and assigns as herein provided, <br />602.5 Assignment by Agency. The Agency may assign or transfer any of its <br />rights or obligations tinder this Agreement with the approval of the Developer, which approval <br />shall not be unreasonably withheld; provided, however, that the Agency may assign or transfer <br />any of its interests hereunder to the City at any tine. without the consent of the Developer. <br />602.6 No Cross Default/Release from Liability. In the event of a Transfer of <br />Phase FS permitted under Sections 602,2 and/or 602.3 i Default by a Transferor or Transferee <br />shall not be considered a Default by the other, and (ii) the Transferor shall be relieved of any <br />further liability hereunder with respect to Phase FS. <br />3 <br />Do o 1 400673 v13/20027240001 <br />