Agmt 2007 Estabrook Senior Housing LP etc

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(A) impair the enforcement against all such security for the Agency Loan of all the rights and remedies of the Agency under the Agency Deed of Trust and any financing statements Agency files in connection with the Agency Loan, as each of the foregoing maybe amended, modified, or restated from time to time; (B) impair the right of Agency to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Agency to enforce and realize upon the Agency Deed of Trust, the interest in the Property and the Improvements created thereby and any other collateral given to Agency in connection with the indebtedness evidenced by the Agency 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 Agency to assert the unpaid principal amount of the Agency 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; (D) constitute a waiver of any right which Agency may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to Agency under the Agency Note or to require that the Property and the Improvements shall continue to secure all of the indebtedness owed to Agency in accordance with the Agency Note and the Agency Deed of Trust; or (E) limit or restrict the ability of Agency to seek or obtain a judgment against Developer to enforce against Developer to: (a) recover under Sections 3.14, 3.17, 9.2, 11.1, 12.1, and 12.19 hereof (pertaining to Developer's indemnification obligations), or (b) recover from Developer compensatory damages as well as other costs and expenses incurred by Agency (including without limitation attorney's fees and expenses) arising as a result of the occurrence of any of the following: (i) any fraud or material misrepresentation on the part of the Developer, or any officer, director or authorized representative of the Developer in connection with the request for or creation of the Agency Loan, this Agreement, the Regulatory Agreement or in any Agency Document, or in connection with any request for any action or consent by Agency in connection with the Agency Loan; (ii) any failure to maintain insurance on the Property and Improvements as required pursuant to this Agreement, the Regulatory Agreement and the Agency Documents; (iii) failure to pay taxes, assessments or other charges which may become liens on the Property or Improvements; (iv) the presence of hazardous or toxic material or waste on the Property or other violation of the Developer's obligations under Section 9.1 956070-4 21