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below by giving written notice of such termination to the City on or prior to Borrower's acquisition of the Property: (i) The Borrower is unable to secure a ground lease, despite Borrower's good faith efforts; (ii) The Borrower does not receive the governmental approvals or financing required for the construction and operation of the Project, despite the Developer's good faith efforts to obtain such approvals. (iii) Provided that Borrower is not in default under this Note, if Borrower elects to terminate this Note as set forth above, the City shall forgive all amounts owed to City pursuant to this Note. 4. Prepayment. Borrower shall have the right to prepay this Note in whole or in part without penalty or premium. 5. Default. The occurrence of any of the following shall constitute an event of default under this Note, subject to the cure periods set forth in Section 6 below: (i) Borrower fails to pay any amount due hereunder as when due; (ii) any default by Borrower under the Deed of Trust, the Regulatory Agreement, or the Loan Agreement that remains uncured beyond the expiration of the applicable cure period; and (iii) any sale, exchange, transfer, assignment or other conveyance of the Project in violation of the Loan Agreement. Upon the occurrence of any event of default, or at any time thereafter, at the option of the City, the entire unpaid principal owing on this Note shall become immediately due and payable. City may demand immediate and full payment of the principal amount of this Note and any accrued interest,and/or may initiate foreclosure proceedings under the Deed of Trust; provided, however, if the breach cannot reasonably be cured within 30 days, Borrower shall not be default under this Agreement if Borrower has commenced the cure within 30 days' written notice from the City and is diligently pursuing the cure to completion. 6. Notice of Default; Cure Periods. The City shall not exercise any right or remedy provided herein because of any default of Borrower unless, in the event of a monetary default, Borrower shall have failed to pay the outstanding sums within thirty (30) calendar days after notice to Borrower that payment was due, or in the event of a nonmonetary default, the City shall have first given written notice thereof to Borrower and Borrower shall have failed to cure the nonmonetary default within a period of thirty (30) days after the giving of such notice of such default; provided that Borrower shall not be in default under this Note if Borrower has commenced the cure within 30 days' written notice from the City and is diligently pursuing the cure to completion. Notwithstanding anything to the contrary contained herein, the Beneficiary hereby agrees that any cure of any default made or tendered by one or more of Trustor's limited partners shall be deemed to be a cure by Trustor and shall be accepted or rejected on the same basis as if made or tendered by Trustor. 2 191A52V1559191.2