Agmt 2007 Estabrook Senior Housing LP etc

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(ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the conditions to disbursement of the City Loan set forth in Section 4.5 have not been satisfied within the time frame set forth in Section 3.1, unless an extension of such date is approved by City in writing; or (iv) the occurrence of an Event of Default under this Agreement, the Regulatory Agreement, any of the Agency Documents or any of the City Documents which remains uncured beyond any applicable cure period. 4.7 Prepayment; Acceleration (a) Prepayment. Developer shall have the right to prepay the City Loan at any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Developer's obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement. (b) Due On Sale or Encumbrance. Unless City agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the City Note shall be due and payable upon the Transfer (as defined in Section 7.2) absent the prior written consent of City of all or any part of or interest in the Property except as otherwise permitted pursuant to this Agreement. 4.8 Nonrecourse. Except as expressly provided in this Section 4.8, Developer shall have no personal liability for payment of the principal of, or interest on the City Note, and the sole recourse of City with respect to the payment of the principal of, and interest on the City Note shall be to the Property and the Improvements and any other collateral held by City as security for the City Note; provided however, nothing contained in the foregoing limitation of liability shall: (A) impair the enforcement against all such security for the City Loan of all the rights and remedies of the City under the City Deed of Trust and any financing statements City files in connection with the City Loan, as each of the foregoing maybe amended, modified, or restated from time to time; (B) impair the right of City to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the City Deed of Trust, the interest in the Property and the Improvements created thereby and any other collateral given to City in connection with the indebtedness evidenced by the City Note, and to name the Developer as party defendant in any such action; (C) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the City Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; 956070-4 1 5