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the City may withhold or grant in the exercise of its reasonable and good faith discretion. <br />The City shall not approve any such transfer request if the Developer is in default under <br />any of the Loan Documents or the Management Plan and such default has not been cured <br />following written notice thereof and expiration of the applicable cure period. For purposes <br />hereof, "Permitted Transfer" shall mean: <br />(a) The granting of easements or licenses to any appropriate <br />governmental agency or utility or permits to facilitate the development and/or operation of <br />the Property; <br />(b) A sale or transfer in connection with a foreclosure or deed in lieu of <br />foreclosure of any senior deed of trust so long as the City is given notice as provided in <br />Section 21.2 in order to exercise its remedies under Section 20.2; <br />(c) The lease of any individual residential unit in the Project; <br />(d) (i) A transfer of the Developer's interest in the Property by <br />foreclosure or deed in lieu of foreclosure to any bona fide third -party lender holding a lien <br />encumbering the Property (or its nominee); and, (ii) following a foreclosure or a transfer <br />of the Property by deed in lieu thereof, the first subsequent transfer to a third -party; <br />(e) A transfer of limited partnership interests in Developer; <br />(f) Transfer of the Property pursuant to the terms of a purchase option <br />or right of first refusal executed in connection with Developer's Partnership Agreement; <br />and, <br />(g) The removal of the general partner of Developer as permitted <br />under Developer's Partnership Agreement. <br />9.14. Applicable Law. This Agreement shall be interpreted, governed and <br />enforced under federal and State of California laws. <br />9.15. Third Parties. This Agreement is made for the sole benefit of Developer <br />and the City and their successors and assigns, and no other person or persons shall have <br />any rights or remedies under or by reason of this Agreement or any right to the exercise of <br />any right or power of the City hereunder or arising from any default by Developer, nor <br />shall the City owe any duty whatsoever to any claimant for labor performed or materials <br />furnished in connection with the construction of the Property. <br />9.16. Control of Property. The parties acknowledge that the City has not at any <br />time participated in any manner in the management or operation of the Property, and will <br />not so participate at any time hereafter. <br />Section 10. CONDITIONS FOR CONSTRUCTION <br />Developer shall comply with this Section until the Certificate of Completion is issued. <br />25 <br />WISEPIace Permanent Supportive Housing <br />City HOMGARP Loan Agreevnent <br />