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2122. No Waiver. A waiver by any party of a breach of any of the covenants, conditions or <br />agreements under this Agreement to be performed by another party shall not be construed as a waiver <br />of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of <br />this Agreement. <br />2123. Computation of Time. The time in which any act is to be done under this <br />Agreement is computed by excluding the first day, and including the last day, unless the last day is a <br />holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all <br />holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to <br />be done by a particular time during a day, that time shall be Pacific Time Zone time. <br />2124. Legal Advice. Each party represents and warrants to the other the following: they <br />have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of <br />any right which they may have; they have received independent legal advice from their respective <br />legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult <br />legal counsel as to the matters set forth in this Agreement; and, they have freely signed this <br />Agreement without any reliance upon any agreement, promise, statement or representation by or on <br />behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set <br />forth in this Agreement, and without duress or coercion, whether economic or otherwise. <br />2125. Time of Essence. Time is expressly made of the essence with respect to the <br />performance by the Agency, the City, and the Developer of each and every obligation and condition <br />of this Agreement. - <br />2126. Cooperation. Each party agrees to cooperate with the other in this transaction and, <br />in that regard, to sign any and all documents which may be reasonably necessary, helpful, or <br />appropriate to carry out the purposes and intent of this Agreement including, but not limited to, <br />releases or additional agreements. <br />2127. Transfer of Developer Limited Partner's Interest. Notwithstanding anything to <br />the contrary in this Agreement or the Loan Documents, no consent shall be required of either the City <br />or the Agency (and it shall not be deemed a default or an Event of Default under any of the Loan <br />Documents), in connection with the transfer and/or the assignment by the Developer's limited partner <br />of its interest in the Developer to an entity controlled or managed by an entity which is related to or <br />under common control with the Developer's limited partner. <br />2128. Removal of Developer's General Partner. Notwithstanding anything to the <br />contrary in this Agreement or the Loan Documents, the removal and/or replacement of a General <br />Partner for cause in accordance with the Partnership Agreement shall not require the consent of either <br />the City or Agency and shall not shall not constitute a default or an Event of Default under this <br />Agreement or the Loan Documents or accelerate the maturity of the City Loan or the Agency Loan. <br />If the Developer's limited partner exercises its right to remove a General Partner, City and Agency <br />will not unreasonably withhold their consent to the substitute general partner; provided however, the <br />consent of either the City or Agency shall not be required if the substitute general partner is an <br />affiliate of the Developer's limited partner. The substitute general partner shall assume all of the <br />rights and obliterations of the removed general partner hereunder. <br />{Signatures on following page) <br />63 <br />25F-69