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which may lawfully be charged and collected under applicable law on the <br />obligation evidenced by this Note, computed from the date on which the amount <br />was due and payable until paid. Without prejudice to the rights of the City <br />hereunder or under any of the other Loan Documents, Borrower shall indemnify <br />the City against, and shall pay the City on demand, any expense or loss which it <br />may sustain or incur as a result of the failure by Borrower to pay when due any <br />installment of principal, fees, or other amounts payable to the City under this Note <br />or any other Loan Document, to the extent that any such expense or loss is not <br />recovered pursuant to such foregoing provisions. A certificate of the City setting <br />forth the basis for the determination of the amounts necessary to indemnify the <br />City in respect of such expenses or direct loss, submitted to Borrower by the City, <br />shall be conclusive and binding for all purposes except as immediately corrected <br />by Borrower notice to City. <br />12. Security <br />This Note is secured by the recorded Deed of Trust. <br />13. Acceleration by Reason of Transfer or Financing. <br />a. In order to induce City to make the loan evidenced hereby, Borrower agrees that <br />in the event of any transfer of the Property without the prior written consent of <br />City (other than a transfer resulting from a foreclosure, or conveyance by deed in <br />lieu of foreclosure, by the holder of the Senior Loan Deed of Trust or the AHSC <br />Deed of Trust), City shall have the absolute right at its option, without prior <br />demand or notice, to declare all sums secured hereby immediately due and <br />payable. Consent to one such transaction shall not be deemed to be a waiver of the <br />right to require consent to future or successive transactions. City may grant or <br />deny such consent in its sole discretion and, if consent should be given, any such <br />transfer shall be subject to this Section 13, and any such transferee shall assume <br />all obligations hereunder and agree to be bound by all provisions contained <br />herein. Such assumption shall not, however, release Borrower from any liability <br />thereunder without the prior written consent of City. <br />b. As used herein, "transfer" includes the Sale, agreement to sell, transfer or <br />conveyance of the Property, or any portion thereof or interest therein, whether <br />voluntary, involuntary, by operation of law or otherwise, the execution of any <br />installment land sale contract or similar instrument affecting all or a portion of the <br />Property, or the lease of all or substantially all of the Property. 'Transfer' shall not <br />include the leasing of individual residential units on the Property, so long as <br />Borrower complies with the provisions of the Loan Agreement and the <br />Affordability Covenants and Restrictions relating to such leasing activity, nor <br />shall it include a conveyance of the Property to a limited partnership in which <br />Meta Housing Corporation or a limited liability wholly owned by Meta Housing <br />Corporation is a general partner, or to a corporation or limited liability company <br />LEQAL_US_W # 90423673.1 9 <br />