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12 <br />1 of any calendar year. The entire outstanding principal balance of this Note, together with <br />accrued interest and all other sums accrued hereunder shall be payable in full on the tenth (10th) <br />anniversary of the date of this Note (the “Maturity Date”). Payments shall be credited first to <br />any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under this Note become subject to any rights, offset, <br />deduction or counterclaim on the part of Borrower. <br /> <br />3. DUE ON DEFAULT. The entire unpaid principal balance and all sums accrued <br />hereunder shall be immediately due and payable upon Borrower’s Default (as defined in Article V of the Loan Agreement) or upon Lender’s declaration of an Event of Default under the Loan <br />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’s prior written <br />consent, which consent may be granted or denied in Lender’s sole discretion. <br />4. PREPAYMENT. Borrower may, without premium or penalty, at any time and from time 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 94577 or such other place as Lender shall designate to <br />Borrower in writing, or by wire transfer of immediately available funds to an account designated <br />by Lender in writing. <br /> 6. EVENTS OF DEFAULT. The declaration by Lender of any one or more of the <br />following events shall constitute an event of default hereunder ("Event of Default"): <br /> <br />(g) If Borrower fails to pay when due the principal and interest payable under <br />the Note and such failure continues for five (5) days after Lender notifies Borrower thereof in writing. <br />(h) If, pursuant to or within the meaning of the United States Bankruptcy <br />Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy <br />Law"), Borrower (i) commences a voluntary case or proceeding; (ii) consents to the entry of an <br />order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment <br />for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they <br />become due. <br />(i) If a court of competent jurisdiction enters an order or decree under any <br />Bankruptcy Law that (i) is for relief against Borrower in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of <br />Borrower’s assets, (iii) or orders the liquidation of Borrower.