Laserfiche WebLink
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 famish 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 />A Certificate of Completion is not evidence of compliance with or satisfaction of <br />the Loan Documents or any obligation of Developer to any other party whatsoever, <br />including any holder of a mortgage or deed of trust. A Certificate of Completion is not <br />"notice of completion" referred to in Section 3093 of the California Civil Code. <br />18. INDEMNIFICATION <br />18.1 Nonliability. of City. Developer acknowledges and agrees that: <br />(a) The relationship between Developer and City is and <br />shall remain solely that of borrower and lender, City neither undertakes nor assumes any <br />responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform <br />Developer of any matter in connection with the rehabilitation, including matters relating <br />to: (i) the performance of the rehabilitation work, (ii) architects, contractors, <br />32 <br />