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consent may be withheld in the Executive Director's sole and absolute discretion. In <br />connection with the foregoing consent requirements, Developer acknowledges that City <br />relied upon Developer's particular expertise in entering into this Agreement and continues <br />to rely on such expertise to ensure the satisfactory completion of the construction. <br />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 of its rights upon a default <br />by a general partner under the Developer's Partnership Agreement or upon a general <br />partner's withdrawal in violation of the Partnership Agreement, so long as the removal and <br />substitution of the defaulting general partner is made within thirty (30) days of such default <br />or, if such removal and substitution cannot reasonably be completed within thirty (30) days, <br />so long as the Limited Partner commences to take action to remove and substitute the <br />general partner with a reasonable period and thereafter diligently proceeds to complete <br />such substitution; (ii) any transfer of the Property to the managing general partner of <br />Developer pursuant to the right of first refusal or to the general partners of Developer <br />pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any <br />transfer of the Limited Partner's interest in accordance with the Partnership Agreement; <br />and, (iv) any sale, transfer or other disposition of an interest in a limited partner of the <br />Developer. <br />Section 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 shall issue a certificate of completion <br />("Certificate of Completion"). Such Certificate of Completion shall be, and shall so state, <br />conclusive 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 request, <br />provide Developer with a written statement of the reasons therefore. The statement shall <br />contain a description of the action(s) Developer must take to obtain a Certificate of <br />Completion. If the reason therefore is that the Developer has not completed a minor portion <br />of the Construction, City may, in its sole and absolute discretion, issue the Certificate of <br />Completion upon the posting with City of a bond or other form of security acceptable to <br />the Executive Director in the amount of the fair value of the 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 />A Certificate of Occupancy issued by the City will also meet the same purpose and <br />requirement as the Certificate of Completion. <br />37 <br />Westview House <br />City Rental Rehabilitation Program Loan Agreement <br />