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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 />64 <br />DOCSOC/ 1469583v5/200272-0003