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Notwithstanding anything to the contrary contained herein, a "transfer" shall not <br />include (i) a transfer of any general partner's interest in Developer when made in <br />connection with the exercise by the Developer's limited partner (the "Limited Partner") <br />of its rights upon a default by a general partner under the Developer's Partnership <br />Agreement or upon a general partner's withdrawal in violation of the Partnership <br />Agreement, so long as the removal and substitution of the defaulting general partner is <br />made within thirty (30) days of such default or, if such removal and substitution cannot <br />reasonably be completed within thirty (30) days, so long as the Limited Partner <br />commences to take action to remove and substitute the general partner with a reasonable <br />period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of <br />the Property to the managing general partner of Developer pursuant to the right of first <br />refusal or to the general partners of Developer pursuant to the purchase option, as <br />provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's <br />interest in accordance with the Partnership Agreement; and (iv) any sale, transfer or other <br />disposition of an interest in a limited partner of the Developer. <br />17. CERTIFICATE OF COMPLETION <br />Upon satisfactory completion of the construction and upon the request of <br />Developer, or at its own election, the City of Santa Ana shall issue a Certificate of <br />Completion. Such Certificate of Completion shall be, and shall so state, conclusive <br />determination of satisfactory completion of the construction. <br />If City declines to furnish a Certificate of Completion after written request from <br />Developer, the Executive Director shall, within thirty (30) days after receipt of the <br />request, provide Developer with a written statement of the reasons therefore. The <br />statement shall contain a description of the action Developer must take to obtain a <br />Certificate of Completion. If the reason therefore is that the Developer has not completed <br />a minor portion of the Construction, City may, in its sole and absolute discretion, issue <br />the Certificate of Completion upon the posting with City of a bond or other form of <br />security acceptable to the Executive Director in the amount of the fair value of the <br />uncompleted work. <br />A Certificate of Completion is not evidence of compliance with or satisfaction of <br />the Loan Documents or any obligation of Developer to any other party whatsoever, <br />including any holder of a mortgage or deed of trust. A Certificate of Completion is not <br />"notice of completion" referred to in Section 3093 of the California Civil Code. <br />18. INDEMNIFICATION <br />18.1 Nonliability of Agency, Developer acknowledges and agrees that: <br />(a) The relationship between Developer and Agency is and <br />shall remain solely that of borrower and lender, Agency neither undertakes nor assumes <br />any responsibility to review, inspect, supervise, approve (other than for aesthetics) or <br />inform Developer of any matter in connection with the construction, including matters <br />relating to: (i) the performance of the construction work, (ii) architects, contractors, <br />subcontractors and materialmen, or the workmanship of or materials used by any of them, <br />26 <br />