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2 <br />3.DUE ON SALE OR DEFAULT. The entire unpaid principal balance and all sums <br />accrued hereunder shall be immediately due and payable upon the Transfer (as defined in Section <br />1.4of the Loan Agreement) absent Lender’sconsent, of all or any part of the Property or the <br />Improvements, or any interest therein,or upon the occurrence of an Event of Default under the <br />Loan Documents, subject to the expiration of any applicable cure period. Without limiting the <br />generality of the foregoing, this Note shall not be assumable without Lender’sprior written <br />consent, which consent may be granted or denied in Lender’ssole discretion. <br />4.PREPAYMENT. Borrowermay, without premium or penalty, at any time and from time <br />to time, prepay all or any portion of the outstanding principal balance due under this Note <br />provided that each such repayment is accompanied by accrued interest on the amount of <br />principal prepaid calculated to the date of such repayment. 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. <br />5.MANNER OF PAYMENT. All payments on this Note shall be made to Lender at 835 <br />East 14th Street,San Leandro, CA 94577or such other place as Lendershall designate to <br />Borrowerin writing, or by wire transfer of immediately available funds to an account designated <br />by Lenderin writing. <br />6.EVENTS OF DEFAULT. The occurrence of any one or more of the following events <br />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 Lendernotifies Borrower thereof in writing. <br />(b)Borrower fails to maintain insurance on the Property and the Improvementsas <br />required pursuant to the Loan Documentsand Borrower fails to cure such default within ten (10) <br />days. <br />(c)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 (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for <br />relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, <br />receiver, assignee, liquidator or similar official for Borrower; (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 />(d)A court of competent jurisdiction enters an order or decree under any Bankruptcy <br />Law that (i) is forrelief against Borrower in an involuntary case, (ii) appoints a trustee, receiver, <br />assignee, liquidator or similar official for Borrower orsubstantially all of Borrower’sassets, (iii) <br />orders the liquidation of Borrower;or (iv) issues or levies a judgment, writ, warrant of <br />attachment or similar process against the Property or the Improvements, and in each case the <br />order or decree is not released, vacated, dismissed or fully bonded within sixty (60)days after its <br />issuance.