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pursuant to the OPA. Without limiting the generality of the foregoing, except in the case <br />of Permitted Transfers (as described in Section 6.3 of the OPA), this Note shall not be <br />assumable without Agency's prior written consent, which consent may be granted or <br />denied in Agency's sole discretion. <br />1.5 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, provided that each such prepayment is accompanied by accrued <br />interest on the amount of principal prepaid calculated to the date of such prepayment. <br />Prepayments shall be applied first to any unpaid late charges and other costs and fees <br />then due, then to accrued but unpaid interest, and then to principal. The Regulatory <br />Agreement shall remain in full force for the entire term thereof regardless of any <br />prepayment of this Note. <br />1.6 MANNER OF PAYMENT. All payments of principal and interest on this <br />Note shall be made to Agency at 835 East 14th Street, San Leandro, CA 94577 or such <br />other place as Agency shall designate to Borrower in writing, or by wire transfer of <br />immediately available funds to an account designated by Agency in writing. <br />2. DEFAULTS AND REMEDIES. <br />2.1 EVENTS OF DEFAULT. The occurrence of any one or mare 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 <br />hereunder and such failure continues for ten (10) days after Agency notifies Borrower <br />thereof in writing. <br />(B) Pursuant to or within the meaning of the United States Bankruptcy Code <br />or any other federal or state -aw relating to insolvency or relief of debtors ("Bankruptcy <br />Law"), Borrower or any general partner thereof (i) commences a voluntary case or <br />proceeding; (ii) consents to the entry of an order for relief against Borrower or any <br />general partner thereof in an involuntary case; (iii) consents to the appointment of a <br />trustee, receiver, assignee, liquidator or similar official for Borrower or any general <br />partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in <br />writing its inability to pay its debts 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 <br />for Borrower or any general partner thereof or substantially all of such entity's assets, <br />{iii) orders the liquidation of Borrower or any general partner thereof, or (iv) issues or <br />levies a judgment, writ, warrant of attachment or similar process against the Property or <br />the Project, and in each case the order or decree is not released, vacated, dismissed or <br />fully bonded within 60 days after its issuance. <br />(D) The occurrence of a Transfer in violation of Article VI of the OPA. <br />1]80323-G <br />