Agmt05 First Community Housing - Laserfiche WebLink

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successor to the Agency or to its responsibilities under this Agreement. rights, powers and b. The Developer is First Community Housing, a California non-profit public benefit corporation ("FCH"). Within thirty (30) days of the date of this Agreement, the Developer shall provide to the Agency satisfactory evidence of the legal formation and existence of the Developer and the good standing of the Developer with the State of California (the "State") to transact business within the State, to hold title to the Property and to develop the Project, as hereinafter defined. Failure of the Developer, or of the managing general partner of the Developer, upon assignment of this Agreement to a limited partnership, to maintain its status as a non-profit corporation shall be grounds for terminating this Agreement and acceleration of the Note, as defined below. Section 1.04. Prohibition Against ChanGe in Ownership, Manaqement and Control of Developer, or Assiqnment of Aqreement. a. The qualifications and identities of the persons and entities comprising the Developer are of particular concern to the Agency. It is because of these qualifications and identities of the Developer that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, except as expressly set forth herein. b. Except as otherwise provided in this Agreement, the Developer shall not assign all or any part of this Agreement prior to the issuance of a final Certificate of Completion, as provided in Section 3.07, applicable to all portions of the Property and the Project, without the prior written approval of the Agency, which approval shall not be unreasonably withheld. Provided, however, assignment of this Agreement to Villa Montgomery, L.P., a California limited partnership, of which FCH or a limited liability company of which FCH or a nonprofit affiliate of FCH is the sole member is managing general partner, is hereby permitted and does not require any further approval from the Agency. Provided, further, substitution of a nonprofit affiliate of FCH or a limited liability company of which FCH or a nonprofit affiliate of FCH is the sole member as managing general partner is hereby permitted and does not require any further Agency approval so long as the directors of such affiliate are also board members, officers and employees of FCH. 2 REDW\0006\DOC\001-5 1/27/05 7:00 /mve