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bear interest at the highest annual rate which may lawfully be charged and collected under <br />applicable law on the obligation evidenced by this Note, computed from the date on which the <br />amount was due and payable until paid. Without prejudice to the rights of the City hereunder or <br />under any of the other Loan Documents, Borrower shall indemnify the City against, and shall <br />pay the City on demand, any reasonable expense or loss which it may sustain or incur as a result <br />of the failure by Borrower to pay when due any installment of interest and/or principal, fees, or <br />other amounts payable to the City under this Note or any other Loan Document, to the extent that <br />any such expense or loss is not recovered pursuant to such foregoing provisions. A certificate of <br />the City setting forth the basis for the determination of the amounts necessary to indemnify the <br />City in respect of such reasonable expenses or direct loss, submitted to Borrower by the City, <br />shall be conclusive and binding for all purposes except as immediately corrected by Borrower <br />notice to City. <br />14. SecturilK <br />This Note is secured by the City Deed of Trust. <br />15. Acceleration by Reason of Transfer or Financing. <br />a. In order to induce City to make the loan evidenced hereby, Borrower <br />agrees that in the event of any transfer of the Property without the prior written consent of City <br />(other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, <br />by the holder of the Senior Loan Deed of Trust), City shall have the absolute right at its option, <br />without prior demand or notice, to declare all sums secured hereby immediately due and payable. <br />Consent to one such transaction shall not be deemed to be a waiver of the right to require consent <br />to future or successive transactions. City may grant or deny such consent in its sole discretion <br />and, if consent should be given, any such transfer shall be subject to this Section 15, and any <br />such transferee shall assume all obligations hereunder and agree to be bound by all provisions <br />contained 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 voluntary, <br />involuntary, by operation of law or otherwise, the execution of any installment land sale contract <br />or similar instrument affecting all or a portion of the Property, or the lease of all or substantially <br />all of the Property. 'Transfer' shall not include the leasing of individual residential units on the <br />Property, so long as Borrower complies with the provisions of the Loan Agreement and the <br />Affordable Housing Restrictions relating to such leasing activity, nor shall it include a <br />conveyance of the Property to a limited partnership in which Borrower or its' affiliate is a <br />general partner, or to a corporation that is wholly owned by the Borrower or its' affiliate and that <br />is formed for the sole purpose of owning and operating the Property, or the sale back to the <br />Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of the <br />balance of the Senior Loan, without the prior written consent of City (which consent City may <br />grant or deny in its sole discretion), then the entire outstanding balance of the City Loan together <br />7 <br />