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b. If any payment is not received by the City within fifteen (15) Business <br />Days after Developer's receipt of written notice that such payment was <br />not received when due; then in addition to the remedies conferred upon the <br />City pursuant to this Note and the other Loan Documents, (i) a late charge of <br />four percent (4%) of the amount due and unpaid will be added to the <br />delinquent amount to compensate the City for the expense of handling the <br />delinquency and (ii) the amount due and unpaid, excluding the late charge, <br />shall bear interest at the highest annual rate which may lawfully be charged <br />and collected under applicable law on the obligation evidenced by this Note, <br />computed from the date on which the amount was due and payable until paid. <br />Without prejudice to the rights of the City hereunder or under any of the other <br />Loan Documents, Borrower shall indemnify the City against, and shall pay the <br />City on demand, any 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 principal, fees, <br />or other amounts payable to the City under this Note or any other Loan <br />Document, to the extent that any such expense or loss is not recovered <br />pursuant to such foregoing provisions. A certificate of the City setting forth <br />the basis for the determination of the amounts necessary to indemnify the City <br />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 <br />corrected 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 Financine. <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 <br />City (other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of <br />foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the absolute <br />right at its option, without prior demand or notice, to declare all sums secured hereby <br />immediately due and payable. Consent to one such transaction shall not be deemed to be <br />a waiver of the right to require consent to future or successive transactions. City may <br />grant or 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 all <br />obligations hereunder and agree to be bound by all provisions contained herein. Such <br />assumption shall not, however, release Borrower from any liability thereunder without <br />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 <br />contract or similar instrument affecting all or a portion of the Property, or the lease of all <br />or substantially all of the Property. 'Transfer' shall not include the leasing of individual <br />residential units on the Property, so long as Borrower complies with the provisions of the <br />75 <br />80A-131