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copy of the current Project management plan, and (c) the most recent annual operating budget for the Project. Section 4.4 Maintenance and Damage. Borrower shall maintain the Project in accordance with Section 3.6 of the Lease. Section 4.5 Operation of Project as an Assisted Living Facility. Promptly after completion of construction, the Borrower shall operate the Project in accordance with the Lease a.nd the Regulatory Agreement. Section 4.6 Transfer. (a) Definition. As used in this Article 2, the term "Transfer" means: (1) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or forth, of or with respect to this Agreement, the Leasehold Estate, or Project or any part thereof or any interest therein or any contract or agreement to do any of the same; or (ii) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to any ownership interest in the Borrower or any contract or agreement to do any of the same; or (iii) Any merger, consolidation, sale or lease of all or substantially all of the assets of the Borrower; or (iv) The leasing of part or all of the Leasehold Estate or Project; provided, however, that leases of the individual units included within the Improvements to Resident occupants shall not be deemed a "Transfer" for purposes of this Section 4.6. (b) Prohibited Transfers. The limitations on Transfers set forth in this Section 4.6 shall apply throughout the Term. Except as expressly permitted in this Agreement, the Borrower represents and agrees that the Borrower has not made or created, and will not make or create or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the City. Any Transfer made in contravention of this Section 4.6 shall be void and shall be deemed to be a default under this Agreement whether or not the Borrower knew of or participated in such Transfer. (c) Permitted Transfers. Notwithstanding the provisions of Section 4.6, the following Transfers shall be permitted and are hereby approved by the City subject to satisfaction of the requirements of subsection (d): (i) Any Transfer of a security interest in the Property, Leasehold Estate or Project as defined in Section 1.1(b) above. HELP Loan 8 144 \105\272256.4