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2122. No Waiver. A waiver by any party of a breach of any of the covenants, conditions or <br />agreements under this Agreement to be performed by another party shall not be construed as a waiver <br />of airy succeeding breach of the same or other covenants, agreements, restrictions or conditions of <br />this Agreement. <br />2123. Computation of Titne. The time in which any act is to be done under this <br />Agreement is computed by excluding the first day, and including the last day, unless the last day is a <br />holiday or Saturday or Sunday, and then that day is also excluded. The teen "holiday" shall mean all <br />holidays as specified in Section 6700 and 6701 of the California,G9vernment Code. If any act is to <br />be done by a particular time during a day, that time shall be Pacific dime Zonc time. <br />2124. Legal Advice. Each party represents and ~arratlts to the other the following: they <br />have carefully read this Agreement, and in signing this Agreemeht,-llr~y do so with full knowledge of <br />any right which they may have; they have receive~izi<tependent legal,advice from their respective <br />legal cormsel as to the matters set forth in this Agrdeffient, or have kriow)pgly chosen not to consult <br />legal counsel as to the matters set forth in this'Agreement; and, they; have freely signed this <br />Agreement without any reliance upon any agreeinent~,promise, r~tatement or representation by or on <br />behalf of the other party, or their respective agents, edij~loyees, 4fCc~ttorncys cxcephas specifically set <br />forth in this Agreement, and without dittess or coerciori,`whetlf~t`economic or otherwise. <br />2125. Time of Essence. Tiine i5 ck~~•essly made"of the essence with respect to the <br />performance by the Agency, the City, and the Developer of each :and every obligation and condition <br />of this Agreement. <br />2126. CoopeYation. Eaoh~arty agrees to cQOperatc'dlath,.the other in this transaction and, <br />in that regard, to sign ;any and all ;;documents ,which may Ue`S•easonably necessary, helpful, or <br />appropriate to catry orrt the..purposes` and intent of.,this Agreement including, but not limited to, <br />releases or additional agreements, <br />2127. ~ TraeisfeY.of Developer Limited Partner's Interest. Notwithstanding anything to <br />the contcary, in this Agreemenx or the Loau Documeti}s, no consent shall be required of either the City <br />or the Agea?cy, (and it shall ngt2~e deemed_a default or an Event of llefatiilt under any of the Loan <br />Documents),'fi}ponneetion wittt'xh~ transfcY;and/or the assignment by the Devclopor's limited partner <br />oPits interest iii f1ie,Developer tti~dlt entity controlled or managed by an entity which is related to or <br />under common control -with the De~~loper's limited partner. <br />2128. Removal of Deve'loper's General Partner. Notwithstanding anything to the <br />contrary in this Agreement orate Loan Documents, the removal and/or replacement of a General <br />Partner for cause in aocordanoo with the Partnership Agreement shall not require the consent of either <br />the City or Agency and shall not shall not constitute a default or an Event of Default under this <br />Agreement or the Loan Documents or accelerate the maturity of the City Loan or the Agency Loan. <br />if the Developer's limited partner exercises its right to remove a Gcncral Partner, City and Agency <br />will not unreasonably withhold their consent to the substitute general partner; provided however, the <br />consent of either the City or Agency shall not be required if the substitute general partner is an <br />affiliate of the Developer's limited partner. The substitute general partner shall assume all of the <br />rights and obliterations of the removed general partner hereunder. <br />{Signalzn•es on, following page} <br />63 <br />