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tenth (10th) anniversary of the Effective Date of this Loan (the "Maturity Date"). Payments shall be credited first to any unpaid late charges and other costs and fees then due, and then to accrued interest. In no event shall any amount due under this Loan become subject to any rights, offset, deduction,or counterclaim on the part of Borrower. In the event Borrower fails to pay the Loan Repayment Amount by the close of business on the tenth (10th) business day after the Loan Repayment Date, Borrower shall pay to Lender as a late fee 5% of the Loan Repayment Amount (the "Late Payment Penalty"). 3. DUE ON SALE OR DEFAULT. The entire unpaid principal balance and all sums accrued hereunder shall be immediately due and payable upon the Transfer (as defined in Section 1.4 of the Loan Agreement) absent Lender's consent, of all or any part of the Property or the Improvements, or any interest therein, or upon the occurrence of an Event of Default under the LoanDocuments, subject to the expiration of. any applicable cure period. Without limiting the generality of the foregoing, this Note shall not be assigned without Lender's prior written consent, which consent may be granted or denied in Lender's sole discretion. 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 provided that each such payment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such payment. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal: 5. MANNER OF PAYMENT. All payments on this Note shall be made to Lender's Finance Department at its City Hall, located at 835 E. 14th Street, San Leandro, CA 94577 or such other place as Lender shall designate to Borrower in writing, or by wire transfer of immediately available funds town account designated by Lender in writing. 6. EVENTS OF DEFAULT. The occurrence of any one or more of the following events shaft constitute an event of default hereunder ("Event of Default"): (a) Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for ten (10) days after Lender notifies Borrower thereof in writing. (b) Borrower fails to maintain insurance on the Property and the Improvements as required pursuant to the Loan Documents and Borrower fails to cure such default within ten (10) days of receipt of notice from Lender. (c) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Borrower (i) commences a voluntary case or proceeding in bankruptcy; (ii) consents to the entry of an order for relief against Borrower in an involuntary case, (iii) consents to the appointment of a trustee, receiver, assignee, Exhibit B Page 2 of 5