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DRAFT Loan Agreement between City and SLUSD [v2, 011513] <br /> <br />1293335-1 <br /> <br /> <br /> <br />7 <br /> 1.2 PREPAYMENT. District may, without premium or penalty, at any time <br />and from time to time, prepay all or any portion of the outstanding principal balance <br />due under this Note provided that each such prepayment is accompanied by <br />accrued interest on the amount of principal prepaid calculated to the date of such <br />prepayment. Prepayments shall be applied first to accrued but unpaid interest, and <br />then to principal. <br /> <br />1.3 MANNER OF PAYMENT. All payments of principal and interest on this <br />Note shall be made payable to “City of San Leandro” in lawful money of the United <br />States at 835 East 14th Street, San Leandro, California 94577 or such other place as <br />City shall designate to District in writing, or by wire transfer of immediately available <br />funds to an account designated by City in writing. <br />1.4 SUBORDINATION. Notwithstanding any contrary provision hereof, <br />District’s obligation to repay the Loan shall not be subordinate to any encumbrance, <br />instrument or other indebtedness incurred by the District, whether or not such <br />encumbrance, instrument or other indebtedness is related to this Note. <br /> <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) District fails to pay when due any payment of principal and <br />interest payable hereunder and such failure continues for ten (10) days after <br />City notifies District thereof in writing. <br />(b) District breaches any other provision of this Note or the Loan <br />Agreement and does not cure such breach within thirty (30) days following <br />written notice from City. <br />2.2 REMEDIES. The rights and remedies of City under this Note shall be <br />cumulative and not alternative. Upon the occurrence of an Event of Default <br />hereunder, City may, at its option: (i) by written notice to District declare the entire <br />unpaid principal balance of this Note, together with all accrued interest thereon and <br />all sums due hereunder, immediately due and payable regardless of any prior <br />forbearance, (ii) exercise any and all rights and remedies available to it under law or <br />equity, and (iii) exercise any and all rights and remedies available to City pursuant to <br />the Loan Agreement. To the extent City must exercise its rights under this <br />Agreement at law or equity, District shall pay City’s attorneys’ fees and costs. <br />3. MISCELLANEOUS <br />3.1 WAIVER; AMENDMENT. No waiver by City of any right or remedy <br />under this Note shall be effective unless in a writing signed by City. Neither the