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Section 16. OTHER NEGATIVE COVENANTS <br />While any obligation of Developer under the City/HOME-ARP Loan Note or <br />City/HOME-ARP Loan Deed of Trust remain outstanding, the following provisions shall <br />apply, except to the extent that the Executive Director otherwise consents in writing: <br />16.1. Default on Senior Loan. Developer shall not default on any of the Senior <br />Loan Documents, provided however, that Developer shall have such period as is provided <br />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 construction from City, except for a Permitted Transfer, <br />Developer shall not sell, lease, sublease or otherwise transfer all or any part of the Property <br />or any interest therein without the prior written consent of the Executive Director, which <br />consent may be withheld in the Executive Director's sole and absolute discretion. In <br />connection with the foregoing consent requirements, Developer acknowledges that City <br />relied upon Developer's particular expertise in entering into this Agreement and continues <br />to rely on such expertise to ensure the satisfactory completion of the construction. <br />Notwithstanding anything to the contrary contained herein, a "transfer" shall not <br />include: (i) a transfer of any general partner's interest in Developer when made in <br />connection with the exercise by the Developer's Limited Partner of its rights upon a default <br />by a general partner under the Developer's Partnership Agreement or upon a general <br />partner's withdrawal in violation of the Partnership Agreement, so long as the removal and <br />substitution of the defaulting general partner is made within thirty (30) days of such default <br />or, if such removal and substitution cannot reasonably be completed within thirty (30) days, <br />so long as the Limited Partner commences to take action to remove and substitute the <br />general partner with a reasonable period and thereafter diligently proceeds to complete <br />such substitution; (ii) any transfer of the Property to the managing general partner of <br />Developer pursuant to the right of first refusal or to the general partners of Developer <br />pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any <br />transfer of the Limited Partner's interest in accordance with the Partnership Agreement; <br />and, (iv) any sale, transfer or other disposition of an interest in a Limited Partner of the <br />Developer. <br />Section 17. CERTIFICATE OF COMPLETION <br />Upon satisfactory completion of the construction and upon the request of <br />Developer, or at its own election, the City shall issue a certificate of completion <br />("Certificate of Completion"). Such Certificate of Completion shall be, and shall so state, <br />conclusive determination of satisfactory completion of the construction. <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 request, <br />provide Developer with a written statement of the reasons therefor. The statement shall <br />contain a description of the action(s) Developer must take to obtain a Certificate of <br />Completion. If the reason therefor is that the Developer has not completed a minor portion <br />42 <br />WISEPIace Permanent Supportive ]lousing <br />City HOME -ARP Loan Agreement <br />