Note 2007 0910 Estabrook Senior Housing LP

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(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; (D) constitute a waiver of any right which City may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City hereunder or to require that the Project and the Property shall continue to secure al] of the indebtedness owed to City hereunder in accordance with this Note and the City Deed of Trust; or (E) limit or restrict the ability of City to seek or obtain a judgment against Borrower to enforce against Borrower and its general partners to: (l) recover under Sections 3.14 3. ] 7 9. ] 9.2, 1 1.1, 12.1 and 12.19 of the OPA (pertaining to Borrower's indemnification obligations), or (2) recover from Borrower and its general partners compensatory damages as well as other costs and expenses incurred by City (including without limitation attorney's fees and expenses) arising as a result of the occurrence of any of the following: (a) any fraud or material misrepresentation on the part of the Borrower, any general partner thereof, or any officer, director or authorized representative of Borrower or any general partner thereof in connection with the request for or creation of the City Loan, or in any City Document, or in connection with any request for any action or consent by City in connection with the City Loan; (b) any failure to maintain insurance on the Property and the Project as required pursuant to the City Documents; (c) failure to pay taxes, assessments or other charges which may become liens on the Property or the Project; (d) the presence of hazardous or toxic material or waste on the Property or other violation of the Borrower's obligations under Section 9. l of the OPA or Section 7.9 of the Deed of Trust (pertaining to environmental matters); (e) the occun-ence of any act or omission of Borrower that results in waste to or of the Project or the Property and which has a material adverse effect on the value of the Project or the Property; (f) the material misapplication of the City Loan Proceeds; (g) the removal or disposal of any personal property or fixtures or the retention of rents, insurance proceeds, or condemnation awards in violation of the City Deed of Trust; and (h) the material misapplication of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Project or the Property. 956611-4