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required to give any such notice or allow any grace period if Borrower shall have filed a petition <br /> in bankruptcy or for reorganization, or a bill in equity or otherwise initiated proceedings for the <br /> appointment of a receiver of its assets, or if Borrower shall have made an assignment for the <br /> benefit of creditors, or if a receiver or trustee is appointed for Borrower and such appointment or <br /> such receivership is not terminated within sixty(60) days.Notwithstanding anything to the <br /> contrary contained herein,the Beneficiary hereby agrees that any cure of any default made or <br /> tendered by one or more of Trustor's limited partners shall be deemed to be a cure by Trustor and <br /> shall be accepted or rejected on the same basis as if made or tendered by Trustor. <br /> 7. Waiver. Borrower and any endorsers hereof and all others who may become liable for all <br /> or any part of this obligation, severally waive presentment for payment, demand and protest and <br /> notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any <br /> extension of the time of payment hereof or of any installment hereof, to the release of any party <br /> liable for this obligation, and any such extension or release may be made without notice to any of <br /> said parties and without in any way affecting or discharging this liability. <br /> 8. Attorneys' Fees. Borrower agrees to pay immediately upon demand all costs and <br /> expenses of the City including reasonable attorneys' fees if: (i) after a default hereunder or under <br /> the Deed of Trust, the Regulatory Agreement, or the Loan Agreement and following the <br /> expiration of applicable notice and cure periods,the City finds it necessary or desirable to secure <br /> the services or advice of one or more attorneys with regard to collection of this Note against <br /> Borrower, any guarantor, or any other party liable therefor, or to the protection of its rights under <br /> this Note, the Deed of Trust, the Regulatory Agreement, or the Loan Agreement, or(ii) the City <br /> seeks to have the Project abandoned by or reclaimed from any estate in bankruptcy, or attempts <br /> to have any stay or injunction prohibiting the enforcement or collection of the Note or <br /> prohibiting the enforcement of the Deed of Trust or any other agreement evidencing or securing <br /> this Note lifted by any bankruptcy or other court. <br /> 9. Enforcement. If the City shall be made a party to or shall reasonably intervene in any <br /> action or proceeding, whether in court or before any governmental agency, affecting the Project <br /> or the title thereto or the interest of the City under the Deed of Trust, including without <br /> limitation, any form of condemnation or eminent domain proceeding,the City shall be <br /> reimbursed by Borrower immediately upon demand for all costs, charges,and reasonable <br /> attorneys' fees incurred by the City in any such case, and the same shall be secured by the Deed <br /> of Trust as a further charge and lien upon the Project. <br /> 10. Notices. Any notices provided for in this Note shall be given by mailing such notice by <br /> certified mail, return receipt requested at the addresses set forth in the Loan Agreement or at <br /> such address as either party may designate by written notice. <br /> 11. Binding on Successors. This Note shall be binding upon Borrower, its successors and <br /> assigns. <br /> 12. Non-Recourse. This Note is nonrecourse and neither Borrower nor any member, officer, <br /> partner or employee of Borrower shall have any personal liability for repayment of the sums <br /> evidenced hereby, and the City must resort only to the Project for repayment should the <br /> Borrower fail to repay the sums evidenced hereby. <br /> 3 <br /> 144\221\1488736.2 <br />