80A - TRANSIT CODE AND STATION DISTRICT - EXHIBIT J

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at~d refer solely at~d exclusively to tl~e assignee ar Tx•ansferee, and not to t~~e original Developer ~~er•e~rnder or tl~e assignee ar T~•ansferee of at~y other Please, ~n tl~e event of a Tr`at~sfer• by tl~e Develapet~ ~tnder su~bparagr•aphs ~a~ thrarrh inclusive, above trot requiring the Agency's pr•ior• approval, tl~e Developer nevertheless agrees that at least ton ~ ~ a} days prior to such Tt•arlsfer• it shall give ~vt~itten notice to the Agency of st~el~ Transfer at~d satisfactory evidence that the Transferee leas assumed ~oir7tly with the Developer the obligations of phis Agreement. G~~,~ Agency or~si~era~ioa~ of ~egrres#ed Trar~sfex•, The Agency agrees that it will trot ltt~reasonably ~vithl~old approval of a request made pursuant to this ectron ~a~~ i~rovided fire Developer delivers written l~atice to the Agel~cy requesting such appraval. rtcl~ notice shall be accor~lpanred by sufficient evidence regarding tl~e proposed assignee's or• transferee's applicable oi~t`atlonal qualtflcat~or~s acid experience, a~~d its f~nancia eor~r~itrrre~~ts and resources, irr sufficient detail to enable the Agency to eval~tate the proposed assig~ree or purchaser pursuant ~o tl~e criteria set forth in tilts Section a~ and as reasonably detertr~itred by tl~e Agency. The Agency shall evaluate each proposed transferee or assignee on the basis of its applicable developrrret~t at~dlor• c~ualificatior~s as it relates to a proposed transferee ~l~a is obligated to complete the Developers ~mpr•over~er~ts, and expe~•ierice in the opet•atior~ of facilities sitr~ilar to the Developer ~rnprovetnents, arld its fit~at~cial cotrrrnitrnents and resources, and may r•easor~ably disapp~•ove any proposed transferee or assig~lee, during tl~e period far ~vl~ich this ectia~~ ~a~ applies, which fire Agetlcy dete~•tnrrres does not possess equal ar betted qualifications than the t~•at~sferring Developer, An assignment, assutr~ptiot~ and release agt•eerner~t ire fortr~ satisfactory to tl~e Agency's legal co~ti~sel shall also be req~lir•ed far• all proposed assit~trrer~ts, ttl~rr~ thrrty ~a~ days after tl~e receipt of the Developer's ~vr•itten notice requesting Agency approval of an asslgn~~el~t a1F transfer p~tt•s~tant to this section C02, the Agency shall either approve or disapprove such proposed assigt~tnent or• transfet•, or• shall respond in v~rriting by stating what further it~for•rnatian, if at~y, the Agency reasonably requires in order to determine tl~e req~test complete a~xd deter•rnr~~e ~vhetlrel• ar• rrat to grant the requested approval, L~pat~ receipt of s~~ch a rresponse, the Developer shall prot~~ptly f itrnish to the Agency such further inforr~atian as rrray be reasonably requested, G0~~4 Successors alYd Assigl~s. All of tl~e terms, cavet~a~~ts and cand~tiot~s of tlx~s Areerrreat shall be binding rtpor~ the Dcvelopc~4 at~d its permitted s~tccessars and assig~~s, 'L~11er~ever tl~e ter;n~ "Deg=eloper~" is used its this Agr•een~et~t, s~tc~~ term shall it~cl~tde a~~y other permitted successors at~d assigns as herei~~ provided, 602 Assig~~n~erl# by Agency, Tl~e Agency nay assign or• transfer any of its ~•ights ar obligations under this Agreement ~vitl~ tl~e approval of tl~e Developer, ~vl~ich approval shall riot be ~#nreasonably withheld; provided, hov~ever•, that tl~e Agency rrray assign or transfer any of its interests hereunder to tl~e pity at any time ~vitl~out the ca~~set~t of the Develaper~ G~~,G ~Io ~•oss Defar~i#.eiese frvl~~ Lial~ili#~~, In the event of a Transfer of Phase P permitted under Sections ~a2,2 arrd~ar 6a~.~ ~i~ a Default by a Transferor or Transferee shall not be considered a Default by the other, and ~ii~ tl~e Transferot~ shall be relieved of a~~y further liability hereunder with respect to Phase P, ~3 DOs~Cl~~00b"~3~f~ 312D~2?2-~0~1 l