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9/25/09 <br />Notwithstanding anything to the contrary contained herein, a "default" shall not <br />include (i) a transfer of a general partner's interest in Trustor when made in connection <br />with the exercise by the Trustor's limited partner (the "Limited Partner") of its rights <br />upon a default by a general partner under the Trustor's Amended and Restated Limited <br />Partnership Agreement (the "Partnership Agreement") or upon a general partner's <br />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 <br />default or, if such removal and substitution cannot reasonably be completed within thirty <br />(30) days, so long as the Limited Partner commences to take action to remove and <br />substitute the general partner with a reasonable period and thereafter diligently proceeds <br />to complete such substitution; (ii) any transfer of the Property to the managing general <br />partner of Trustor pursuant to the right of first refusal or to the general partners of Trustor <br />pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any <br />transfer of the Limited Partner's interest in connection with a default by the Limited <br />Partner under and in accordance with the Partnership Agreement; and (iv) any sale, <br />transfer or other disposition of a limited partner interest or an interest in a limited partner <br />of the Trustor, provided that after any such sale, transfer or other disposition an affiliate <br />of the Trustor's limited partner is the managing member or general partner of such <br />transferee limited partner. <br />If the breach is not cured on or before the date specified in the notice or such longer <br />period as provided above or in the City Note or the Agreement, the Beneficiary, at the <br />Beneficiary's option, may: (a) declare all of the sums secured by this City Deed of Trust to <br />be immediately due and payable without further demand and may invoke the power of sale <br />and any other remedies permitted by California law; (b) either in person or by agent, with or <br />without bringing any action or proceeding, or by a receiver appointed by a court, and <br />without regard to the adequacy of its security, enter upon the Security and take possession <br />thereof (or any part thereof) and of any of the Security, in its own name or in the name of the <br />Trustee, and do any acts which it deems necessary or desirable to preserve the value or <br />marketability of the Property, or part thereof or interest therein, increase the income <br />therefrom or protect the security thereof The entering upon and taking possession of the <br />Security shall not cure or waive any breach hereunder or invalidate any act done in response <br />to such breach and, notwithstanding the continuance in possession of the Security, the <br />Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by <br />law upon occurrence of any uncured breach, including the right to exercise the power of <br />sale; (c) commence an action to foreclose this Deed of Trust as a mortgage, appoint a <br />receiver, or specifically enforce any of the covenants hereof, (d) deliver to the Trustee a <br />written declaration of default and demand for sale, pursuant to the provisions for notice of <br />sale found at California Civil Code Sections 2924, et seq., as amended from time to time; or <br />(e) exercise all other rights and remedies provided herein, in the instruments by which <br />Trustor acquires title to any Security, or in any other document or agreement now or <br />hereafter evidencing, creating or securing all or any portion of the obligations secured <br />hereby, or provided by law. <br />Notwithstanding anything to the contrary herein, Beneficiary hereby agrees that any <br />cure of any default made or tendered by Trustor's limited partner shall be deemed to be a <br />rel <br />