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triggering payment set forth in Section 1, above, has not occurred, interest shall accrue and compound at the Bank of America Reference Rate, subject to adjustment every six months. In addition to the waiver provisions in Section 10, below, Borrower waives any requirement that the City notify Borrower of any interest accruing or any changes in the interest rate. 3. Recalculation of Fees. If during the time the amounts due under this Promissory Note are not paid, and the City undertakes a recalculation of the City's Development Impact Fees pursuant to a Government Code §§ 66000 nexus study, which are the fees being deferred pursuant to this Promissory Note, if the City adopts an ordinance raising such fees, the City shall provide Borrower written notice of such fee increases, and the Borrower shall have ninety (90) days to make full payment of the amounts due under this Promissory Note, plus interest, if any, and not be subject to such fee recalculation increases. However, if the Borrower does not make full payment, then ninety (90) days after the effective date of this ordinance raising such fees, the amount due under this Promissory Note shall increase by the increment of such fee increases, and those increased fees shall be the new amounts due, plus interest, if any. The City will provide Borrower written notice of such fee increases when they take effect. The City specifically acknowledges that routine adjustments to the fees pursuant to the Engineering News Records Construction Costs Index to account for inflation are not a recalculation of fees. 4. Security. This Promissory Note is secured by a deed of trust dated the same date as this Promissory Note (the "Deed of Trust"). 5. Indemnity. Borrower agrees to defend, indemnify, and hold City ,the City of Pleasanton, and their employees, agents, officers, board members and/or council members harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorneys fees that City may incur as a direct or indirect consequence of: (a) Borrower's failure to perform any obligations as and when required by this Promissory Note and the Deed of Trust; or (b) the failure at any time of any of Borrower's representations or warranties to be true and correct. 6. No Waiver by City. Any failure by the City to pursue its legal and equitable remedies upon Borrower's default shall not constitute a waiver of the City's right to declare a default and exercise all of its rights under this Promissory Note and the Deed of Trust. Nor shall acceptance by City of any payment provided for herein constitute a waiver of the City's right to require prompt payment of any remaining payments owed. 2