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the terms of this Agreement, and shall indemnify the City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority or power is not, <br />in fact, held by the signatory or is withdrawn. <br />21.17 Transfer of Developer Limited Partner's Interest. Notwithstanding anything to the <br />contrary in this Agreement or the Loan Documents, no consent shall be required of the City (and <br />it shall not be deemed a default or an Event of Default under any of the Loan Documents), in <br />connection with the transfer and/or the assignment by the Developer's limited partner of its <br />interest in the Developer to an entity controlled or managed by an entity which is related to or <br />under common control with the Developer's limited partner. <br />21.18 Removal of Developer's General Partner. Notwithstanding anything to the contrary in <br />this Agreement or the Loan Documents, the removal and/or replacement of a General Partner for <br />cause in accordance with the Partnership Agreement shall not require the consent of the City and <br />shall not shall not constitute a default or an Event of Default under this Agreement or the Loan <br />Documents or accelerate the maturity of the City Loan. If the Developer's limited partner <br />exercises its right to remove a General Partner, City will not unreasonably withhold its consent to <br />the substitute general partner; provided however, the consent of either the City shall not be <br />required if the substitute general partner is an affiliate of the Developer's limited partner. The <br />substitute general partner shall assume all of the rights and obliterations of the removed general <br />partner hereunder. <br />1076\01 \1333668.1 <br />41 <br /> <br />