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<br />44 <br /> <br />21.16 Authority to Enter Agreement. Each undersigned represents and <br />warrants that its signature herein below has the power, authority and right to bind their <br />respective parties to each of the terms of this Agreement, and shall indemnify the Agency <br />fully, including reasonable costs and attorney’s fees, for any injuries or damages to Agency <br />in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br /> <br />21.17 Transfer of Developer Limited Partner's Interest. Notwithstanding <br />anything to the contrary in this Agreement or the Loan Documents, no consent shall be <br />required of the Agency (and it shall not be deemed a default or an Event of Default under <br />any of the Loan Documents), in connection with the transfer and/or the assignment by the <br />Limited Partner of its interest in the Developer to an entity controlled or managed by an <br />entity which is related to or under common control with the Limited Partner. <br /> <br />21.18 Removal of Developer's General Partner. Notwithstanding anything to <br />the contrary in this Agreement or the Loan Documents, the removal and/or replacement <br />of a General Partner for cause in accordance with the Partnership Agreement shall not <br />require the consent of the Agency and shall not shall not constitute a default or an Event <br />of Default under this Agreement or the Loan Documents or accelerate the maturity of the <br />Agency Loan. If the Limited Partner exercises its right to remove a General Partner, <br />Agency will not unreasonably withhold its consent to the substitute general partner; <br />provided however, the consent of either the Agency shall not be required if the substitute <br />general partner is an affiliate of the Limited Partner. The substitute general partner shall <br />assume all of the rights and obligations of the removed general partner hereunder. <br /> <br />21.19 Limited Partner Protections. Notwithstanding anything to the contrary <br />in this Agreement or the Loan Documents: <br /> <br /> (a) If Limited Partner presents payment or otherwise cures a monetary <br />or non-monetary default within the cure periods set forth in the Loan Documents, Agency <br />will accept such action as curing the respective default under the Loan Documents. For <br />avoidance of doubt, Limited Partner is not obligated to cure any default. <br /> <br /> (b) The Agency Loan has not been and will not be cross-defaulted or <br />cross-collateralized with any other loan made with respect to another property. <br />EXHIBIT 3 <br />3-54