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<br />WHEREAS, Section 8, subparagraph (e) of said Contract states
<br />in part that the Redeveloper, with the written agreement of the
<br />Agency and Authority, "which written agreement shall not be un-
<br />reasonably withheld by the Agency and Authority", reserves the
<br />right at its discretion to join and associate with other entities
<br />in joint ventures, limited or general partnerships or otherwise
<br />for the purpose of acquiring and developing that certain real
<br />property or a portion thereof described in said Contract (herein-
<br />after called "Property"), provided that at all times prior to
<br />the recordation of a Certificate of Completion by the Agency
<br />for the Property, Redeveloper will remain fully responsible to
<br />the Agency and provided that such joint venture, partnership
<br />or other entity agrees in writing to be bound by all of the pro-
<br />visions of this Agreement; and
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<br />WHEREAS, the Agency, the Authority and Redeveloper now desire
<br />to execute this Agreement that sets forth a mutual understanding
<br />of a consent to the assignment by Redeveloper of its rights,
<br />title and interest in the various agreements entered into with
<br />the Agency and Authority concerning the purchase, development
<br />and operation of the Santa Ana Towers project.
<br />
<br />NOW THEREFORE, in consideration of the promises and mutual
<br />obligations of the parties hereto, each of them hereby covenant
<br />and agree with the other as follows:
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<br />1. Consent is hereby unconditionally given by the Authority
<br />and Agency for the Redeveloper to form a California limited
<br />partnership of which the Redeveloper will be the sole general
<br />partner pursuant to an agreement titled "Santa Ana Towers, Ltd.,
<br />Certificate and Agreement of Limited Partnership", a copy of which
<br />is on file in the office of the Secretary of the Authority and of
<br />the Agency, and is incorporated herein by this reference, and
<br />furthermore consent is hereby unconditionally given by the Agency
<br />and Authority for the Redeveloper to assign to said limited partner-
<br />ship all of its rights, title and interest in the various agreements
<br />described herein that were entered into with the Authority and
<br />Agency concerning the purchase, development, and operation of
<br />the Santa Ana Towers project.
<br />
<br />2. Notwithstanding any other provision of this Agreement,
<br />the Redeveloper agrees that, prior to recordation of a Certificate
<br />of Completion for the Improvements on the Property, it will
<br />remain fully responsible to the Agency and Authority, as the
<br />sole general partner of Santa Ana Towers, Ltd., and further cove-
<br />nants and agrees to be bound by all of the terms, covenants and
<br />conditions of the Grant Deed, Contract, and amendments thereto,
<br />the Implementation Agreement, and the "Section 23 Housing Assistance
<br />Payment Program New Construction Agreement to Enter Into a Housing
<br />Assistance Payments Contract".
<br />
<br />3. Except as hereinabove expressly provided, each and every
<br />provision of the Contract dated January 19,1976, and the amendments
<br />to said Contract dated April 29,1976 and June 24,1976, the
<br />Implementation Agreement dated September 7,1976, the "Agreement
<br />to Enter Into a Housing Assistance Payment Contractn (Project
<br />#CA-093-03; Contract #SF-492) shall be and remain in full force
<br />and effect, and the Agency, Authority and the Redeveloper as the
<br />sole General Partner of Santa Ana Towers, Ltd., do hereby ratify
<br />said agreements and amendments, as hereinabove stated, as their
<br />agreement.
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