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EXHIBIT 3 15. Acceleration by Reason of Transfer or Fin aneing. a. In ruder to induce City to make the loan evidenced hereby, Borrower agrees that in the event of any transfer of the Property without the prior written consent of City (other than a transfer resulting boon a loreclosure, or conveyance by deed in lieu of foreclosure, by the holder of a Senior Loan Deed ol'Trust), City shall have the absohuc right at its option, upon at ]cast 30 days' prior written notice to Borrower, to declare all suttts secured hereby immediately due and payable. Such consent will not be unreasonably withheld. Consent to one such transaction shall not he deemed to he a waiver of the right to require consent to future or successive transactions - City may grant or deny such consent in its reasonable discretion and, if consent shou]d be given, an_y such transfer shall be suUjeet to this Section 12, and any such t-an leree shall a55tnte all Obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall release Borrower from all liabilitythereundcr from and attar the date ofsuch assumption. b- As used herein, "transter" includes the Sale, agreement to sell, transfer or conveyance of the Property, or any portion thcreof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installntcnt land sale contract or similar instrument affecting all or a portion of the Property, or the lease Of all or substantially all of the Property. 'Transfer' shall not include the leasing of individual residential units on the Property, so long as BO1T6wer- complies with the provisions of the Loan Agreement and the Aflbrdable housing Restrictions relating to such leasing activity, nut shall it inchUde a conveyance of the Property to a limiter] partnership in which the general partner of Borrower or an al'filiate is a general partner, or to it corporation that is wholly owned by the lionower and that is lornted Rx the sole purpose of owning and operating the Property, or the sale back to the Burrower- Tn the event of any Retnancino. or partial Rctnancing in all amount in excess of the balance of a Senior Loan, without the prior written colnscin of City (whieh consent City may grant or deny in its sole discretion), then the entire Outstanding balance of the City Loan together with all accrued and unpaid interest, shall he repaid to the City at the time of each Refinancing Or partial Refinancing. c. por the avoidance of doubt, a "transfer" shall not include (i) a transter of any gcncral partner's interest in Borrower what node in connection with the exercise by the ROrrower's limited partner (the ' T,intited Partner') of its rights upon a default by a general partner Under the Borrower's Partnership Agreement or upon a general partter's withdrawal in violation of the Partnership Agt-ccntcnt, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days Of such default or, if such removal and substitution cannot reasonably he completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to corrrplete such snbstinnion; (it) any transfer of the Properry to the managing gcncral partner of Burrower pursuant to the right of first tefttsal or to the general partners Of Borrower pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transleroflhe Limited Partner's interest in accordance with the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in a limited pa itrtet of the Borrower- 8 City Council 21 — 79 4/20/2021