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<br />the Loan. <br /> <br />1.2 PREPAYMENT. Borrower may, without premium or penalty, at any time <br />and from time to time, prepay all or any portion of the outstanding principal balance due <br />under this Note. Prepayments shall be applied first to any unpaid late charges and <br />other costs and fees then due, then to accrued but unpaid interest (if any), and then to <br />principal. In no event shall any amount due under this Note become subject to any <br />rights of offset, deduction or counterclaim on the part of Borrower. <br /> <br />1.3 MANNER OF PAYMENT. All payments of principal and interest on this <br />Note shall be made by certified or bank cashier's check to Agency at 835 East 14th <br />Street, San Leandro, California 94577 or such other place as Agency shall designate to <br />Borrower in writing, or by wire transfer of immediately available funds to an account <br />designated by Agency in writing. <br /> <br />3. DEFAULTS <br /> <br />3.1. EVENTS OF DEFAULT. The occurrence of anyone or more of the <br />following events shall constitute an event of default hereunder ("Event of Default"): <br /> <br />(b) Borrower fails to pay when due the principal and interest payable <br />hereunder and such failure continues for ten (10) days after Agency notifies <br />Borrower thereof in writing. <br /> <br />(c) Borrower fails to use Loan Proceeds in accordance with this <br />Agreement or fails to use Loan Proceeds in accordance with Borrower's request <br />for disbursement. <br /> <br />(d) Pursuant to or within the meaning of the United States Bankruptcy <br />Code or any other federal or state law relating to insolvency or relief of debtors <br />("Bankruptcy Law"), Borrower shall (i) commence a voluntary case or <br />proceeding; (ii) consent to the entry of an order for relief against it in an <br />involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, <br />liquidator or similar official; (iv) make an assignment for the benefit of its <br />creditors; or (v) admit in writing its inability to pay its debts as they become due. <br /> <br />(e) A court of competent jurisdiction enters an order or decree under <br />any Bankruptcy Law that (i) is for relief against Borrower in an involuntary case, <br />(ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower <br />or substantially all of Borrower's assets, or (iii) orders the liquidation of Borrower, <br />and in each case the order or decree is not dismissed within 60 days. <br /> <br />(f) An Event of Default is declared under the DDA, the <br />Predevelopment Loan Agreement, or the Assignment Agreement. <br /> <br />3.2. REMEDIES. Upon the occurrence of an Event of Default hereunder, <br />subject to the limitations in Section 1.3(b) of the Loan Agreement, Agency may, at its <br /> <br />809163-1 <br /> <br />15 <br />