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EXHIBIT 4 <br />Prior to the initial disbursement under this Note, the Borrower shall grant to the Agency a Right <br />of First Refusal (subject to any purchase option and/or right for first refusal granted to one or <br />more of the general partners of the Borrower) (the "Agency Right of First Refusal") to acquire <br />the Property if Borrower desires to transfer the Property to an entity which is not affiliated with <br />one or more of Borrower's general partners. The Agency Right of First Refusal shall be in form <br />and substance acceptable to the Agency and the Limited Partner and shall comply with all <br />applicable Tax Credit requirements. <br />10. Accelerated Loan Payment. <br />The full principal amount outstanding plus accrued but unpaid interest thereon, shall be <br />due and payable on the earlier to occur of the following: <br />a. Sale or Refinancing of the Property as provided further in Section 15 hereof; <br />unless: (i) in the case of a Sale in which the Agency's Percentage of the Sale Proceeds are <br />insufficient to repay in full the Agency Loan, the Agency approves such sale -and the purchaser <br />assumes the balance of the Agency Loan in accordance with the terms of this Note; or (ii) in the <br />case of a Refinancing in which the Agency's Percentage of the Refinancing Proceeds are <br />insufficient to repay in full the Agency Loan, the Agency approves such Refinancing and the <br />Borrower remains obligated pursuant to the terms of this Note. <br />b. if an Event of Default occurs pursuant to Section 16 hereof. <br />or <br />c. The date that is fifty five (55) years after the date of execution of this Note. <br />11. Prepayment <br />Borrower may prepay the outstanding principal balance under this Note, in whole or in <br />part, together with any accrued but unpaid interest, if any, and other sums owed to the Agency <br />under this Note, if any, at any time without penalty. <br />12. Lawful Money. <br />Principal and interest are payable in lawful money of the United States of America. <br />13. Application of Payments; Late Charges. <br />a. Any payments received by the Agency pursuant to the terms hereof shall be <br />applied first to sums, other than principal and interest, due the Agency pursuant to this Note, next <br />to the payment of all interest accrued to the date of such payment, and the balance, if any, to the <br />payment of principal. <br />80A-226 <br />