Note 2007 0910 Estabrook Senior Housing LP (2)

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an involuntary case, (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. (C) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower or any general partner thereof in an involuntary case, (ii) appoints a tt~ustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof or substantially all of such entity's assets, (iii) orders the liquidation of Borrower or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case she order oi- decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance. (D) The occurrence of a Transfer in violation of Article VII of the OPA. (E) A default is declared under any debt instrument secured by a mortgage or deed of trust on the Project or the Property and remains uncured beyond any applicable cure period such that the holder of such instrument has the right to accelerate payment thereunder. (h) Borrower fails to maintain insurance on the Property and the Project as required pursuant to the Agency Documents and Borrower fails to cw-e such default within 10 lays- ~G) Subject to Borrower's right to contest the follow;ng charges pursuant to the a ~rrncv I~c,cuments, if Borrower fails to pay taxes or assessments due on the Property or the project or fails to pay any other charge that may result in a lien on the Property or the Project, ::-:~ Borrower fails to cure such default within 10 days. (H) ]f any representation or warranty contained in any Agency Document, or any cel-Cificate furnished in connection therewith, or in connection with any request for disbursement of the proceeds of the Agency Loan (the "Agency Loan Proceeds") proves to have been false or misleading in any material adverse respect when made and continues to be materially adverse to the Agency. (I) An Event of Default shall have been declared under the Regulatory Agreement, any Agency Document, or any City Document, and remains uncured beyond the expiration of any applicable cure period. 2.2 REMEDIES. Upon the occurrence of an Event of Default hereunder, Agency may, at its option (i) by written notice to Borrower, declare the entire unpaid principal balance of this Note, together with all accrued interest thereon and all sums due hereunder, immediately due and payable regardless of any prior forbearance, (ii) exercise any and all rights and remedies available to it under applicable law, and (iii) exercise any and all rights and remedies available to Agency under this Note and the other Agency Documents, including without limitation the right to pursue foreclosure under the Agency Deed of Trust. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of Agency including, without limitation, reasonable attorneys' fees, incurred in connection with Agency's enforcement of this Note and the exercise of any or all of its rights and remedies hereunder and al] such sums shall be a part of the indebtedness secured by the Agency Deed 956227-4