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of the Project or the Property or any interest therein other than a Transfer to an entity <br /> that is controlled by Eden Housing, Inc., a California nonprofit public benefit corporation <br /> ( "Eden "). Without limiting the generality of the foregoing, 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; provided however, this Note may be assumed in <br /> connection with a Transfer to Eden or an entity that is controlled by Eden. <br /> 1.3 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 and effect for the entire term thereof regardless of <br /> any prepayment of this Note. <br /> 1.4 MANNER OF PAYMENT. All payments of principal and interest on this <br /> Note shall be made to Agency at 835 East 14 Street, San Leandro, California 94577 or <br /> such 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 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 <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 law 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 /> I5S20S3.2 2 <br />