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Borrower's limited partner(s) provided however, interest payable on such loans may be included <br /> in Annual Operating Expenses only in an amount equivalent to the lesser of (i) interest accrued at <br /> the actual interest rate charged for the loan, or (ii) interest accrued at a rate equal to three percent <br /> (3 %) in excess of the rate of interest most recently announced by Bank of America, NT & SA (or <br /> its successor bank) at its San Francisco office as its "prime rate ", and (b) the amount of any tax <br /> credit adjustor that is required to be paid from Project cash flow. <br /> 1.3 Intentionally omitted. <br /> 1.4 DUE ON TRANSFER. The entire unpaid principal balance and all interest and <br /> other sums accrued hereunder shall be due and payable upon the Transfer (as defined in Section <br /> 5.2 of the Loan Agreement) absent City consent, of all or any part of the Project or the Property <br /> or any interest therein other than a Transfer permitted without City consent pursuant to the Loan <br /> Agreement. Without limiting the generality of the foregoing, this Note shall not be assumable <br /> without City's prior written consent, which consent may be granted or denied in City's sole <br /> discretion. <br /> 1.5 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 this <br /> Note, provided that each such prepayment is accompanied by accrued interest on the amount of <br /> principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to <br /> any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, <br /> and then to principal. The Regulatory Agreement shall remain in full force for the entire term <br /> thereof regardless of any prepayment of this Note. <br /> 1.6 MANNER OF PAYMENT. All payments of principal and interest on this Note <br /> shall be made to City at 835 East 14 Street, San Leandro, CA 94577 or such other place as City <br /> shall designate to Borrower in writing, or by wire transfer of immediately available funds to an <br /> account designated by City in writing. <br /> 2. DEFAULTS AND REMEDIES. <br /> 2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following <br /> 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 and <br /> such failure continues for ten (10) days after City notifies Borrower thereof in writing. <br /> (B) Pursuant to or within the meaning of the United States Bankruptcy Code or any <br /> other federal or state law relating to insolvency or relief of debtors ( "Bankruptcy Law "), <br /> Borrower or any general partner thereof (i) commences a voluntary case or proceeding; (ii) <br /> consents to the entry of an order for relief against Borrower or any general partner thereof in an <br /> involuntary case; (iii) consents to'the appointment of a trustee, receiver, assignee, liquidator or <br /> similar official for Borrower or any general partner thereof; (iv) makes an assignment for the <br /> benefit of its creditors; or (v) admits in 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 Bankruptcy <br /> Law that (i) is for relief against Borrower or any general partner thereof in an involuntary case, <br /> 1 753869.4 4 <br />