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12. Set Rrit This Note is securcd by the recorded Deed ofTrus;- 13. Acceleration by Reason of Transfer or Financing. a. I order to lntluce City to make the loran evidenced hereby; Borrowcr agrees that in [he event of any transfer of The property without the prior written consent of City (other than a transfer resuhing from a furectosure, or cans eyance by dectl in liou of foreclosure, by the holster of the Senior Loan Deed of Trust),, City shall have (lie absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable= Consent to one such transaction shall itot be drained to be a waiver of the right to require consent to future or successive transactions. City may grant or deny such consent in its sp1e discretion and, if consent should be given, any such transfer shall be subject to this Section 13, and any such transferee shall assume all obligations herOUnder and agree to be bound by all provisions contained herein. Such assumption shall not., however, release Borrower from any liability thereunderwithoul the prior written consent ofCity. lr. M used herein, "transfer" includes the Sale, agree +neat to sell, transfer or conveyance of the property, or any portion thereof cr interrsl therein, whether voluntary, involuntary, by operation of law Or otherwise; the cxecution of any installment 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, "Transfers shall not include die leasing of individual residential units on the Property,- so long Ua Borrower complies with the provisions of the Loran Agreement and the Affordability Covenants and Restrictions relating to such leasing activity, nor shall it include a conveyance of the Property to a limited partnership in which Borrower is a general partner, cr to a corporation or hooted liability company that is wholly owned by the Borrower of its affiliates and that is formed For the sole propose of [Owning and operating the Property, or the sale back to the borrower. In the event of any Relinatncing or partial Refinancing in an amount in excess of the balance of the Senior Loan, without the prior written consent or City (which consent City may grant or deny in its sole discretion), then the entire outstanding balance of the City Loan shall be repaid to the City at the time of each Refinancing or partial Refinancing, c. Notwithstanding anything to the contrary containc d herein, a "transfee' shall not include (and it shall not be deemed a Sall) (i) a transfer of a general partner's interest in Bot over when autdc in connection with theexereise by the Borrower's limited partner (the "Limited Partner ") of its rights upon a default, by a general partner under the Borrower's partnership agreement (the "Partnership Agreement ") or ulion a general partner ,4 withdrawal in violation of the Partnership Agrecanent, 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 be completed within thirty (30) days, sir long as the Limited partner commences to take action to remove and substitute the general partner with a reasonable period and Ihercaf)or diligently proceeds to complete such substitution; (ii) any transfer of (lie Property to the managing general partner of Borrower pursuant to the right of first refusal or to the general partners of Borrower- pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Lirnited Partner's interest in councetion with a dehrult by the Limited Partner, udder and in accordance with the Partnership Agreement; and (iv) any sate, transfer or other disposition of an interest in a limited partner of they Borrower, 14. Event of Default M% _a:r assisa. p 25B -72