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discretion; provided however, this Note may be assumed in connection with a Transfer to <br />Eden or an affiliate of Eden as described in Section 7.3 of the OPA. <br />1.4 PREPAYMENT. Borrower may, without premium or penalty, at any time and <br />from time to time, prepay all or any portion of the outstanding principal balance due under <br />this Note, provided that each such prepayment is accompanied by accrued interest on the <br />amount of principal prepaid calculated to the date of such prepayment. Prepayments shall be <br />applied first to any unpaid late charges and other costs and fees then due, then to accrued but <br />unpaid interest, and then to principal. <br />a.5 MANNER OF PAYMENT. All payments of principal and interest on this <br />Note shall be made to City at 835 East 14t~ Street, San Leandro, California 94577 or such <br />other place as City shall designate to Borrower in writing, or by wire transfer of immediately <br />available funds to an account designated by City in writing. <br />2. DLF.AULTS AND REMEDJES. <br />2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the <br />following events shall constitute an event of default hereunder ("Event of Default"): <br />(A} Borrower fails to pay when due the principal and interest payable hereunder <br />and such failure continues for thi~Ty (30) days after City notifies Borrower thereof in writing. <br />(B) Pursuant to or within the meaning of the United States Bankruptcy Code or <br />any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"}, <br />Borrower or any general partner thereof O commences a voluntary case or proceeding, (ii) <br />consents to tf~e entry of an order for relief against Borrower or any general partner thereof in <br />an involuntary case; (iii} consents to the appointment of a trustee, receiver, assignee, <br />liquidator or similar official for Borrower or any general partner thereof; (iv) makes an <br />assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts <br />as they become due. <br />(C) A court of competent jurisdiction enters an order or decree under any <br />Bankruptcy Law that (i} is for relief against Borrower or any general partner thereof in an <br />involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for <br />Borrower or any general partner thereof or substantially all of such entity's assets, (iii) orders <br />the liqu+dation of Borrower or any genera] partner thereof, or (iv) issues or levies ajudgment, <br />writ, warrant of attachment or similar process against the Property or the Project, and in each <br />case the order or decree is not released, vacated, dismissed or fully bonded within 60 days <br />after its issuance. <br />(D) The occurrence of a Transfer in violation of Article VII of the OPA. <br />(E) A default is declared under any debt instrument secured by a mortgage or deed <br />of trust on the Project or the Property and remains uncured beyond any applicable cure period <br />such that the holder of such instrument has the right to accelerate payment thereunder. <br />(F) Borrower fails to maintain insurance on the Property and the Project as <br />required pursuant to the City Documents and Borrower fails to cure such default within ] 0 <br />days. <br />96611-4 <br />