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<br />33 <br /> <br />connection with the exercise by the Limited Partner of its rights upon a default by a <br />General Partner under the Partnership Agreement or upon a General Partner’s withdrawal <br />in violation of the Partnership Agreement, so long as the removal and substitution of the <br />defaulting General Partner is made within thirty (30) calendar days of such default or, if <br />such removal and substitution cannot reasonably be completed within thirty (30) calendar <br />days, so long as the Limited Partner commences to take action to remove and substitute <br />the General Partner within a reasonable period and thereafter diligently proceeds to <br />complete such substitution; (ii) any transfer of the Property to the Managing General <br />Partner pursuant to the right of first refusal or to one or more of the General Partners <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 the Limited Partner’s interest in the Developer or of an <br />interest in the Limited Partner. <br /> <br />17. CERTIFICATE OF COMPLETION <br /> <br />Upon satisfactory completion of the construction and upon the request of <br />Developer, or at its own election, the Agency shall issue a Certificate of Completion. <br />Such Certificate of Completion shall be, and shall so state, conclusive determination of <br />satisfactory completion of the construction. <br /> <br />If Agency declines to furnish a Certificate of Completion after written request <br />from Developer, the City Project Manager shall, within thirty (30) calendar days after <br />receipt of the request, provide Developer with a written statement of the reasons <br />therefore. The statement shall contain a description of the action Developer must take to <br />obtain a Certificate of Completion. If the reason therefore is that the Developer has not <br />completed a minor portion of the construction, Agency may, in its sole and absolute <br />discretion, issue the Certificate of Completion upon the posting with Agency of a bond or <br />other form of security acceptable to the City Project Manager in the amount of the fair <br />value of the uncompleted work. <br /> <br />A Certificate of Completion is not evidence of compliance with or satisfaction of <br />the Agency Loan Documents or any obligation of Developer to any other party <br />whatsoever, including any holder of a mortgage or deed of trust. A Certificate of <br />Completion is not "notice of completion” referred to in Section 3093 of the California <br />Civil Code. <br /> <br />18. INDEMNIFICATION <br /> <br />18.1 Nonliability of Agency. Developer acknowledges and agrees that: <br /> <br />(a) The relationship between Developer and the Agency is and <br />shall remain solely that of Developer and lender. Agency neither undertakes nor assumes <br />any responsibility to review, inspect, supervise, approve (other than for aesthetics) or <br />inform Developer of any matter in connection with the construction, including matters <br />relating to: (i) the performance of the construction work, (ii) architects, contractors, <br />EXHIBIT 3 <br />3-43