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16.1 Default on Senior Loan. Developer shall not default on any of the <br />Senior Loan documents, provided however, that Developer shall have such period as is <br />provided in the Senior Loan Documents during which to effectuate a cure. <br />16.2 Sale or Lease of Property. Unless and until Developer has received a <br />Certificate of Completion for the rehabilitation from City, Developer shall not sell, lease, <br />sublease or otherwise transfer all or any part of the Property or any interest therein <br />without the prior written consent of the Executive Director, which consent may be <br />withheld in the Executive Director's reasonable discretion. In connection with the <br />foregoing consent requirements, Developer acknowledges that City relied upon <br />Developer's particular expertise in entering into this Agreement and continues to rely on <br />such expertise to ensure the satisfactory completion of the rehabilitation. <br />Notwithstanding anything to the contrary contained herein, a "transfer" shall not <br />include (i) a transfer of a General Partner's interest in Developer when made in <br />connection with the exercise by the Developer's limited partner (the "Limited Partner ") <br />of its rights upon a default by a General Partner under the Developer's Partnership <br />Agreement (the "Partnership Agreement ") or upon a General Partner's withdrawal in <br />violation of the Partnership Agreement, so long as the removal and substitution of the <br />defaulting General Partner is made within thirty (30) days of such default or, if such <br />removal and substitution cannot reasonably be completed within thirty (30) days, so long <br />as the Limited Partner commences to take action to remove and substitute the General <br />Partner with a reasonable period and thereafter diligently proceeds to complete such <br />substitution; (ii) any transfer of the Property to the Managing General Partner pursuant to <br />the right of first refusal or to the General Partners pursuant to the purchase option, as <br />provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's <br />interest in connection with a default by the Limited Partner under and in accordance with <br />the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in <br />a limited partner of the Developer. <br />17. CERTIFICATE OF COMPLETION <br />Upon satisfactory completion of the rehabilitation and upon the request of <br />Developer, or at its own election, the City of Santa Ana shall issue a Certificate of <br />Completion. Such Certificate of Completion shall be, and shall so state, conclusive <br />determination of satisfactory completion of the rehabilitation. <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 <br />request, provide Developer with a written statement of the reasons therefore. The <br />statement shall contain a description of the action Developer must take to obtain a <br />Certificate of Completion. If the reason therefore is that the Developer has not completed <br />a minor portion of the Rehabilitation, City may, in its sole and absolute discretion, issue <br />the Certificate of Completion upon the posting with City of a bond or other form of <br />security acceptable to the Executive Director in the amount of the fair value of the <br />uncompleted work. <br />31 <br />251 -37 <br />