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Payments shall be credited first to any unpaid late charges and other costs and fees <br />then due, and then to accrued interest. In no event shall any amount due under this <br />Loan become subject to any rights, offset, deduction,or counterclaim on the part of <br />Borrower. In the event Borrower fails to pay the Loan Repayment Amount by the close <br />of business on the tenth (10th) business day after the Loan Repayment Date, Borrower <br />shall pay to Lender as a late fee 5% of the Loan Repayment Amount (the “Late <br />Payment Penalty”). <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 <br />in Section 1.4 of the Loan Agreement) absent Lender’s consent, of all or any part of the <br />Property or the Improvements, or any interest therein, or upon the occurrence of an <br />Event of Default under the Loan Documents, subject to the expiration of any applicable <br />cure period. Without limiting the generality of the foregoing, this Note shall not be <br />assigned without Lender’s prior written consent, which consent may be granted or <br />denied in Lender’s sole discretion. <br />4. PREPAYMENT. Borrower may, without premium or penalty, at any time and from <br />time to time, prepay all or any portion of the outstanding principal balance due under <br />this Note provided that each such payment is accompanied by accrued interest on the <br />amount of principal prepaid calculated to the date of such payment. Prepayments shall <br />be applied first to any unpaid late charges and other costs and fees then due, then to <br />accrued but unpaid interest, and then to principal. <br />5. MANNER OF PAYMENT. All payments on this Note shall be made to Lender’s <br />Finance Department at its City Hall, located at 835 E. 14th Street, San Leandro, CA <br />94577 or such other place as Lender shall designate to Borrower in writing, or by wire <br />transfer of immediately available funds to an account designated by Lender in writing. <br />6. 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 <br />hereunder and such failure continues for ten (10) days after Lender notifies Borrower <br />thereof in writing. <br />(b) Borrower fails to maintain insurance on the Property and the <br />Improvements as required pursuant to the Loan Documents and Borrower fails to cure <br />such default within ten (10) days of receipt of notice from Lender. <br />(c) 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 <br />(“Bankruptcy Law”), Borrower (i) commences a voluntary case or proceeding in <br />bankruptcy; (ii) consents to the entry of an order for relief against Borrower in an <br />involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, <br />liquidator, or similar official for Borrower; (iv) makes an assignment for the benefit of its <br />creditors; or (v) admits in writing its inability to pay its debts as they become due.