Laserfiche WebLink
the Regulatory Agreement) absent City consent, of all or any part of the Project or the Property <br /> or any interest therein other than a Transfer permitted without City consent pursuant to the <br /> Regulatory Agreement or the Ground Lease. Without limiting the generality of the foregoing, <br /> this Note shall not be assumable without City's prior written consent,which consent may be <br /> granted or denied in City's sole discretion. <br /> 1.5 PREPAYMENT. Borrower may,without premium or penalty, at any time and <br /> from time to time,prepay all or any portion of the outstanding principal balance due under this <br /> Note, provided that each such prepayment is accompanied by accrued interest on the amount of <br /> principal prepaid calculated to the date of such prepayment. 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. The Regulatory Agreement shall remain in full force for the entire term <br /> thereof regardless of any prepayment of this Note. <br /> 1.6 MANNER OF PAYMENT. All payments of principal and interest on this Note <br /> shall be made to City at 123 Main Street, Pleasanton, CA 94566 or such other place as City shall <br /> designate to Borrower in writing, or by wire transfer of immediately available funds to an <br /> account designated by City in writing. <br /> 2. DEFAULTS AND REMEDIES. <br /> 2.1 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 hereunder and <br /> such failure continues for ten (10)days after City notifies Borrower thereof in writing. <br /> (B) 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 or any general partner thereof(i)commences a voluntary case or proceeding; (ii) <br /> consents to the entry of an order for relief against Borrower, or any general partner thereof, in an <br /> involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or <br /> similar official for Borrower or any general partner thereof; (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 /> (C) A court of competent jurisdiction enters an order or decree under any Bankruptcy <br /> Law that(i) is for relief against Borrower or any general partner thereof in an involuntary case, <br /> (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower, or any <br /> general partner thereof, or substantially all of such entity's assets, (iii)orders the liquidation of <br /> Borrower or any general partner thereof, or(iv) issues or levies a judgment, writ, warrant of <br /> attachment or similar process against the Property or the Project, and in each case the order or <br /> decree is not released, vacated, dismissed or fully bonded within ninety(90)days after its <br /> issuance. <br /> (D) The occurrence of a Transfer in violation of the Loan Agreement or the <br /> Regulatory Agreement. <br /> OAK#4829-4624-9261 v6 6 <br />