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EXHIBIT 4 <br />conveyance of the Property to a limited partnership in which the general partner of Borrower or <br />an affiliate is a general partner, or to a corporation that is wholly owned by the Borrower and that <br />is formed for the sole purpose of owning and operating the Property, or the sale back to the <br />Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of the <br />balance of the Senior Loan, without the prior written consent of Agency (which consent Agency <br />may grant or deny in its sole discretion), then the entire outstanding balance of the Agency Loan <br />together with all accrued and unpaid interest, shall be repaid to the Agency at the time of each <br />Refinancing or partial Refinancing. <br />c. For the avoidance of doubt, a "transfer" shall not include (i) a transfer of any <br />general partner's interest in Borrower when made in connection with the exercise by the <br />Borrower's limited partner (the "Limited Partner") of its rights upon a default by a general <br />partner under the Borrower's Partnership Agreement or upon a general partner's withdrawal in <br />violation of the Partnership Agreement, so long as the removal and substitution of the defaulting <br />general partner is made within thirty (30) days of such default or, if such removal and <br />substitution cannot reasonably be completed within thirty (30) days, so long as the Limited <br />Partner commences to take action to remove and substitute the general partner with a reasonable <br />period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the <br />Property to the managing general partner of Borrower or affiliates thereof pursuant to the right of <br />first refusal or to the general partners of Borrower or affiliates thereof pursuant to the purchase <br />option, as provided for in the Purchase Option and Right of First Refusal Agreement between <br />Borrower and its general partner; (iii) any transfer of the Limited Partner's interest in accordance <br />with the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in a <br />limited partner of the Borrower. <br />16. Event of Default. <br />Subject to the provisions of Sections 23 and 25 hereof, the occurrence of any of the <br />following shall be deemed to be an event of default ('Event of Default") hereunder: (a) failure by <br />Borrower to make any payments provided for herein, and if such default is not made good within <br />fifteen (15) days of written notice to Borrower of such default; or (b) failure by Borrower to <br />perform any covenant or agreement in the Agency Deed of Trust, the Loan Agreement, or the <br />Affordability Restrictions on Transfer of Property within thirty (30) days after written demand <br />therefor by Agency (or, in the event that more than thirty (30) days is reasonably required to cure <br />such default, should Borrower fail to promptly commence such cure, and diligently and <br />continuously prosecute same to completion). Notwithstanding the foregoing, if Borrower fails to <br />cure such breach during the time set forth herein for such cure, Agency shall provide written <br />notice of such failure to Limited Partner and no Event of Default shall be deemed to occur unless <br />Limited Partner fails to cure such breach within 30 days following delivery of such notice; <br />provided, however, if in order to cure such breach Limited Partner determines that it must <br />remove the General Partner pursuant to the terms of the Partnership Agreement, then no Event of <br />Default shall occur until 30 days following the effective date of such removal. <br />80A-228 <br />