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(3) Any gains or income withdrawn or made by the Developer from the applicable portion of the Property or the improvements thereon; less (4) The value of any unpaid liens or encumbrances on the applicable portion of the Property which the City assumes or takes subject to said encumbrances. Section 7.6 Acceleration of Note. Following occurrence of an uncured Developer Event of Default, the City shall have the right to cause all indebtedness of the Developer to the City under this Agreement and the Promissory Note, together with any accrued interest thereon, to become immediately due and payable. The Developer waives all right to presentment, demand, protest or notice of protest or dishonor. The City may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the City as a creditor and secured party under the law including the Uniform Commercial Code, including foreclosure under the Deed of Trust or exercise of its rights under the Assignment Agreement. The Developer shall be liable to pay the City on demand all expenses, costs and fees (including, without limitation, reasonable attorney's fees and expenses) paid or incurred by the City in connection with the collection of the Loan and the preservation, maintenance, protection, sale, or other disposition of the security given for the Loan. Section 7.7 Right to Cure at Developer's Expense. The City shall have the right to cure any monetary default by the Developer under a loan in connection with the Development. However, if the Developer is in good faith contesting a claim of default under a loan and the City's interest under this Agreement is not imminently threatened by such default, in the City's sole judgment, the City shall not have the right to cure such default. The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Developer upon demand therefore, together with interest thereon at the lesser of the rate of ten percent (10%) per annum or the maximum rate permitted by law from the date of expenditure until the date of reimbursement. Section 7.8 Delivery of Collateral Documents. If this Agreement is terminated pursuant to Section 7.4, then the Developer shall promptly deliver to the City, within ten (10) days of such termination, copies of all Collateral Documents. The delivery of the documents specified in this Section shall be accompanied by the Assignment Agreement; provided however, that any use of the Collateral Documents by the City or any other person shall be without liability of any kind to the Developer and without any representation or warranty of the Developer or its employees as to the quality, validity, or usability of the Collateral Documents. Section 7.9 Rights of Mortgagees. Any rights of the City under this Article shall not defeat, limit or render invalid any Security Financing Interest permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of Security Financing Interests. REV: 06-17-2020 PR 1199\09\2727850.8 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 51 of 143)