Common use of Lessor’s Security Interest Clause in Contracts

Lessor’s Security Interest. Lessee hereby grants to Lessor, a valid -------------------------- and continuing security interest to secure payment of all rentals and other sums of money becoming due hereunder from Lessee, and to secure payment of any damages or loss which Lessor may suffer by reason of the breach by Lessee of any covenant, agreement or condition contained herein, upon all of the Personal Property owned by Lessee and presently, or which may hereafter be, situated in or about and used in connection with the operation of the Leased Property, and all proceeds therefrom and accessions thereto and, except as a result of sales made in the ordinary course of Lessee's business, such property shall not be removed without the consent of Lessor until any arrearage in rent as well as any and all other sums of money then due to Lessor or to become due to Lessor hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Lessee. Upon the occurrence of an Event of Default by Lessee, Lessor may, in addition to any other remedies provided herein, enter upon the Leased Property and take possession of any and all of the Personal Property, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Lessee reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Lessor or its assigns may purchase unless otherwise prohibited by law or unless such removal would materially and adversely affect the compliance of the operations at the Facility with law or jeopardize resident health or welfare or give rise to a default under a Tenant Lease. Unless otherwise provided by law, and without intending to exclude any other manner of giving Lessee reasonable notice, the requirement of reasonable notice shall be met, if such notice is given in the manner prescribed in this Lease at least seven days prior to the time of sale. Any sale made pursuant to the provision of this paragraph shall be deemed to have been a public sale conducted in commercially reasonable manner if held in the above described premises or where the property is located after the time, place and method of sale and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county in which the property is located, for five consecutive days before the date of the sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and legal expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this paragraph. Any surplus shall be paid to Lessee or as otherwise required by law; Lessee shall pay any deficiencies forthwith. Upon request by Lessor, Lessee agrees to execute and deliver to Lessor a financing statement in form sufficient to perfect the security interest of Lessor in the aforementioned property and proceeds thereof under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state in which the Leased Property is located, as well as any other state the laws of which Lessor may at any time consider to be applicable. Notwithstanding anything to the contrary contained in this Section, Lessor's security interest in the property of Lessee described above shall be subject to and absolutely subordinate to any and all purchase money security interests at any time given by Lessee to third parties.

Lessor’s Security Interest. As additional security for the faithful performance and observance by Lessee of all of the terms, provisions and conditions of this Lease, Lessee hereby grants to Lessor, and creates on behalf of Lessor a valid -------------------------- and continuing security interest in all of Lessee's equipment, fixtures, decorations, alterations, furniture, machinery, installations, additions and improvement in the Premises. The security interest herein granted and any security interest of the Lessor granted by statute shall be subordinate, solely as to secure payment of all rentals furniture, trade fixtures and other sums of personal property, to any purchase money becoming due hereunder from Lessee, and to secure payment of any damages or loss which Lessor may suffer by reason of the breach security interest given by Lessee of any covenant, agreement or condition contained herein, upon all of the Personal Property owned by Lessee and presently, or which may hereafter be, situated in or about and used in connection with the operation financing of the Leased Property, purchase of the item of personal property in question. This Lease constitutes a security agreement under the Pennsylvania Uniform Commercial Code. Lessee agrees from time to time to execute and all proceeds therefrom and accessions thereto and, except as a result of sales made in the ordinary course of Lessee's business, deliver such property shall not be removed without the consent of Lessor until any arrearage in rent as well as any and all other sums of money then due to Lessor or to become due to Lessor hereunder shall first have been paid and discharged and all the covenants, security agreements and conditions hereof have been fully complied with and performed by Lesseefinancing statements as Lessor shall reasonably require to evidence and/or perfect the lien of the security interest granted herein, within five (5) days of Lessor's request therefor. Upon the occurrence of an Event of Default any default hereunder by Lessee, beyond applicable notice and cure periods, Lessor may, in addition at its option, foreclose on said security and apply the proceeds of the sale of the property covered thereby for the payment of all rent owing under this Lease or any other sum owing by Lessee under the terms of Article 14 above, including, but not limited to any other remedies provided herein, enter upon the Leased Property and take possession of damages or deficiencies resulting from any and all reletting of the Personal PropertyPremises, without liability for trespass whether said damage or conversiondeficiency accrued before or after summary proceedings or other re-entry by Lessor. Lessee covenants that it shall keep and maintain all fixtures, machinery, equipment, furnishings and sell the same at public or private sale, with or without having such other personal property at the salePremises, after giving Lessee reasonable notice of the time and place of any public sale whether or of the time after which any private sale is to be made, at which sale Lessor or its assigns may purchase unless otherwise prohibited by law or unless such removal would materially and adversely affect the compliance of the operations at the Facility with law or jeopardize resident health or welfare or give rise to a default under a Tenant Lease. Unless otherwise provided by law, and without intending to exclude any other manner of giving Lessee reasonable notice, the requirement of reasonable notice shall be met, if such notice is given in the manner prescribed in this Lease at least seven days prior to the time of sale. Any sale made pursuant to the provision of this paragraph shall be deemed to have been a public sale conducted in commercially reasonable manner if held in the above described premises or where the property is located after the time, place and method of sale and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county in which the property is located, for five consecutive days before the date of the sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and legal expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this paragraph. Any surplus shall be paid to Lessee or as otherwise required by law; Lessee shall pay any deficiencies forthwith. Upon request by Lessor, Lessee agrees to execute and deliver to Lessor a financing statement in form sufficient to perfect the security interest of Lessor in the aforementioned property and proceeds thereof under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state in which the Leased Property is located, as well as any other state the laws of which Lessor may at any time consider to be applicable. Notwithstanding anything to the contrary contained in this Section, Lessor's security interest in not the property of Lessee described above shall be subject to Lessee, in good, substantial and absolutely subordinate to any efficient operating condition (including replacement of same when necessary) at Lessee's sole cost and expense, at all purchase money security interests at any time given by Lessee to third partiestimes during the term of this Lease.

Lessor’s Security Interest. The parties intend that if an Event of Default occurs under this Lease, Lessor will control Lessee’s Personal Property and the Lessee’s Intangible Property so that Lessor or its designee or nominee can operate or re-let each Facility intact for its Primary Intended Use. Accordingly, to implement such intention, and for the purpose of securing the payment and performance obligations of Lessee hereunder, Lessor and Lessee agree as follows: 16.10.1 Lessee, as debtor, hereby grants to Lessor, as secured party, a valid -------------------------- and continuing security interest to secure payment of all rentals and other sums of money becoming due hereunder from Lessee, and to secure payment of any damages or loss which Lessor may suffer by reason of the breach by Lessee of any covenant, agreement or condition contained herein, an express contractual lien upon all of the Lessee’s right, title and interest in and to Lessee’s Personal Property owned and in and to Lessee’s Intangible Property and any and all products, rents, proceeds and profits thereof in which Lessee now owns or hereafter acquires an interest or right, including any leased Lessee’s Personal Property (collectively, the “Collateral”), in each case subject and subordinate to the security interests granted to any Facility Mortgagee(s). This Lease constitutes a security agreement covering all such Lessee’s Personal Property and Lessee’s Intangible Property. The security interest granted to Lessor with respect to Lessee’s Personal Property in this Section 16.10 is intended by Lessor and Lessee and presently, or which may hereafter be, situated in or about and used to be subordinate to any security interest granted in connection with the operation purchase money financing or leasing of all or any portion of the Leased PropertyLessee’s Personal Property so long as the lessor or financier of such Lessee’s Personal Property agrees to give Lessor written notice of any default by Lessee under the terms of such lease or financing arrangement, to give Lessor a reasonable time following such notice to cure any such default and all proceeds therefrom and accessions thereto and, except as a result consents to Lessor’s written assumption of sales made in the ordinary course such lease or financing arrangement upon Lessor’s curing of Lessee's business, any such property shall not be removed without the consent of Lessor until any arrearage in rent as well as any and all other sums of money then due defaults. The security interest granted to Lessor or with respect to become due Lessee’s accounts receivable in this Section 16.10 is also intended by Lessor and Lessee to Lessor hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Lessee. Upon the occurrence of an Event of Default by Lessee, Lessor may, in addition be subordinate to any other remedies provided herein, enter upon security interest granted by Lessee to any institutional credit facility lender of Lessee in and to Lessee’s accounts receivable. This security agreement and the Leased Property and take possession security interest created herein shall survive the expiration or earlier termination of this Lease with respect to any and or all of the Personal PropertyFacilities. 16.10.2 Lessee hereby authorizes Lessor to file such financing statements, without liability for trespass continuation statements and other documents as may be necessary or conversion, and sell desirable to perfect or continue the same at public or private sale, with or without having such property at perfection of Lessor’s security interest in the sale, after giving Lessee reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Lessor or its assigns may purchase unless otherwise prohibited by law or unless such removal would materially and adversely affect the compliance of the operations at the Facility with law or jeopardize resident health or welfare or give rise to a default under a Tenant LeaseCollateral. Unless otherwise provided by law, and without intending to exclude any other manner of giving Lessee reasonable notice, the requirement of reasonable notice shall be metIn addition, if such notice is given in the manner prescribed in this Lease at least seven days prior to the time of sale. Any sale made pursuant to the provision of this paragraph shall be deemed to have been a public sale conducted in commercially reasonable manner if held in the above described premises or where the property is located after the time, place and method of sale and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county in which the property is located, for five consecutive days before the date of the sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and legal expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this paragraph. Any surplus shall be paid to Lessee or as otherwise required by law; Lessor at any time during the Term, Lessee shall pay any deficiencies forthwith. Upon request by Lessor, Lessee agrees to execute and deliver to Lessor a financing statement Lessor, in form sufficient reasonably satisfactory to Lessor, additional security agreements, financing statements, fixture filings and such other documents as Lessor may reasonably require to perfect or continue the security interest perfection of Lessor in the aforementioned property and proceeds thereof under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state in which the Leased Property is located, as well as any other state the laws of which Lessor may at any time consider to be applicable. Notwithstanding anything to the contrary contained in this Section, Lessor's ’s security interest in the property Collateral. In the event Lessee fails to execute any financing statement or other documents for the perfection or continuation of Lessor’s security interest, Lessee hereby appoints Lessor as its true and lawful attorney-in-fact to execute any such documents on its behalf, which power of attorney shall be irrevocable and is deemed to be coupled with an interest. Subject to the terms of Section 41.2 below, if requested by any institutional credit facility lender(s) of Lessee described above shall be subject to and absolutely subordinate to any and all purchase money security interests at any time given by Lessee during the Term, Lessor shall execute and deliver to third partiessuch lender(s) and Lessee, in form reasonably satisfactory to such lender(s), such intercreditor agreements and similar documentation as such lender(s) may reasonably require to perfect or continue the perfection of such lender’s security interests in Lessee’s accounts receivables.

Lessor’s Security Interest. Lessee hereby grants to Lessor, a valid -------------------------- and continuing security interest to secure payment of all rentals and other sums of money becoming due hereunder from Lessee, and to secure payment of any damages or loss which Lessor may suffer by reason of the breach by Lessee of any covenant, agreement or condition contained herein, upon all of the Personal Property owned by Lessee and presently, or which may hereafter be, situated in or about and used in connection with the operation of the Leased Property, and all proceeds therefrom and accessions thereto and, except as a result of sales made in the ordinary course of Lessee's business, such property shall not be removed without the consent of Lessor until any arrearage in rent as well as any and all other sums of money then due to Lessor or to become due to Lessor hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Lessee. Upon the occurrence of an Event of Default by Lessee, Lessor may, in addition to any other remedies provided herein, enter upon the Leased Property and take possession of any and all of the Personal Property, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Lessee reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Lessor or its assigns may purchase unless otherwise otherwise.: prohibited by law or unless such removal would materially and adversely affect the compliance of the operations at the Facility with law or jeopardize resident health or welfare or give rise to a default under a Tenant Leaselaw. Unless otherwise provided by law, and without intending to exclude any other manner of giving Lessee reasonable notice, the requirement of reasonable notice shall be met, if such notice is given in the manner prescribed in this Lease at least seven days prior to the time of sale. Any sale made pursuant to the provision of this paragraph shall be deemed to have been a public sale conducted in commercially reasonable manner if held in the above described premises or where the property is located after the time, place and method of sale sate and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county in which the property is located, for five consecutive days before the date of the sale. The proceeds from any such disposition, less any and all expenses connected collected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and legal expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this paragraph. Any surplus shall be paid to Lessee or as otherwise required by law; Lessee shall pay any deficiencies forthwith. Upon request by Lessor, Lessee agrees to execute and deliver to Lessor a financing statement in form sufficient to perfect the security interest of Lessor in the aforementioned property and proceeds thereof under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state in which the Leased Property is located, as well as any other state the laws of which Lessor may at any time consider to be applicable. Notwithstanding anything to the contrary contained in this Section, Lessor's security interest in the property of Lessee described above shall be subject to and absolutely subordinate to any and all purchase money security interests at any time given by Lessee to third parties.. ARTICLE 16

Lessor’s Security Interest. Lessee hereby grants to Lessor, a valid -------------------------- ---------------------------- and continuing security interest to secure payment of all rentals and other sums of money becoming due hereunder from Lessee, and to secure payment of any damages or loss which Lessor may suffer by reason of the breach by Lessee of any covenant, agreement or condition contained herein, upon all of the Personal Property owned by Lessee and presently, or which may hereafter be, situated in or about and used in connection with the operation of the Leased Property, and all proceeds therefrom and accessions thereto and, except as a result of sales made in the ordinary course of Lessee's business, such property shall not be removed without the consent of Lessor until any arrearage in rent as well as any and all other sums of money then due to Lessor or to become due to Lessor hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Lessee. Upon the occurrence of an Event of Default by Lessee, Lessor may, in addition to any other remedies provided herein, enter upon the Leased Property and take possession of any and all of the Personal Property, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Lessee reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Lessor or its assigns may purchase unless otherwise prohibited by law or unless such removal would materially and adversely affect the compliance of the operations at the Facility with law or jeopardize resident health or welfare or give rise to a default under a Tenant Lease. Unless otherwise provided by law, and without intending to exclude any other manner of giving Lessee reasonable notice, the requirement of reasonable notice shall be met, if such notice is given in the manner prescribed in this Lease at least seven days prior to the time of sale. Any sale made pursuant to the provision of this paragraph shall be deemed to have been a public sale conducted in commercially reasonable manner if held in the above described premises or where the property is located after the time, place and method of sale and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county in which the property is located, for five consecutive days before the date of the sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and legal expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this paragraph. Any surplus shall be paid to Lessee or as otherwise required by law; Lessee shall pay any deficiencies forthwith. Upon request by Lessor, Lessee agrees to execute and deliver to Lessor a financing statement in form sufficient to perfect the security interest of Lessor in the aforementioned property and proceeds thereof under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state in which the Leased Property is locatedof Lessee's incorporation, as well as any other state the laws of which Lessor may at any time consider to be applicable. Notwithstanding anything to the contrary contained in this Section, Lessor's security interest in the property of Lessee described above shall be subject to and absolutely subordinate to any and all purchase money security interests at any time given by Lessee to third partiesparties and to the liens granted to Lessor by Lessee under the terms of the Leasehold Mortgages. LESSOR'S RIGHT TO CURE ---------------------- If Lessee, without the prior written consent of Lessor, shall fail to make any payment, or to perform any act required to be made or performed under this Lease and to cure the same within the relevant time periods provided in Section 15.1, Lessor, without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) make such payment or perform such act for the account and at the expense of Lessee, and may, to the extent permitted by law, enter upon the Leased Property for such purpose and take all such action thereon as, in Lessor's opinion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Lessee. All sums so paid by Lessor, together with a late charge thereon (to the extent permitted by law) at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessor, and all costs and expenses (including reasonable attorneys' fees and expenses, in each case, to the extent permitted by law) so incurred shall be paid by Lessee to Lessor on demand and if not paid as provided herein such costs and expenses shall thereby increase the Project Amount. The obligations of Lessee and rights of Lessor contained in this Article shall survive the expiration or earlier termination of this Lease.

Lessor’s Security Interest. Lessee hereby grants to Lessor, a valid -------------------------- and continuing security interest to secure payment of all rentals and other sums of money becoming due hereunder from Lessee, and to secure payment of any damages or loss which Lessor may suffer by reason of the breach by Lessee of any covenant, agreement or condition contained herein, upon all of the Personal Property owned by Lessee and presently, or which may hereafter be, situated in or about and used in connection with the operation of the Leased Property, and all proceeds therefrom and accessions thereto and, except as a result of sales made in the ordinary course of Lessee's business, such property shall not be removed without the consent of Lessor until any arrearage in rent as well as any and all other sums of money then due to Lessor or to become due to Lessor hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Lessee. Upon the occurrence of an Event of Default by Lessee, Lessor may, in addition to any other remedies provided herein, enter upon the Leased Property and take possession of any and all of the Personal Property, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Lessee reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Lessor or its assigns may purchase unless otherwise prohibited by law or unless such removal would materially and adversely affect the compliance of the operations at the Facility with law or jeopardize resident health or welfare or give rise to a default under a Tenant Leaselaw. Unless otherwise provided by law, and without intending to exclude any other manner of giving Lessee reasonable notice, the requirement of reasonable notice shall be met, if such notice is given in the manner prescribed in this Lease at least seven days prior to the time of sale. Any sale made pursuant to the provision of this paragraph shall be deemed to have been a public sale conducted in commercially reasonable manner if held in the above described premises or where the property is located after the time, place and method of sale and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county in which the property is located, for five consecutive days before the date of the sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and legal expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this paragraph. Any surplus shall be paid to . Lessee or as otherwise required by law; Lessee shall pay any deficiencies forthwith. Upon request by Lessor, Lessee agrees to execute and deliver to Lessor a financing statement in form sufficient to perfect the security interest of Lessor in the aforementioned property and proceeds thereof under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state in which the Leased Property is located, as well as any other state the laws of which Lessor may at any time consider to be applicable. Notwithstanding anything to the contrary contained in this Section, Lessor's security interest in the property of Lessee described above shall be subject to and absolutely subordinate to any and all purchase money security interests at any time given by Lessee to third parties.