Common use of PERFECTION; FURTHER ASSURANCES Clause in Contracts

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant to give notice to any person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party’s request, cause to be executed by each person that the Secured Party determines is appropriate, a DACA in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, financing statement amendments to financing statements, or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender’s and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured PartyXxxxxx’s request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this statements. OPERATIONS TRANSFER/COOPERATION IN EVENT OF BORROWER-OPERATOR AGREEMENT EXPIRATION OR TERMINATION. Upon the expiration or earlier termination of the Borrower-Operator Agreement, Master Tenant Operator shall immediately notify Secured Party cooperate in any legal or lawful manner necessary or required to permit Lender, its successors and assigns, nominee, or a HUD approved replacement operator (“Successor”) to continue to operate and maintain the Healthcare Facility for the Approved Use in Operator’s name, place and stead, including the execution and delivery of such action operations transfer documents and cooperate with Secured Party or interim sublease or management agreements as may be necessary or appropriate in order that Successor may bill and operate in name of Operator pending receipt of a new license in Successor’s name. Operator shall further execute such documentation as may be required to transfer its Medicare and Medicaid provider agreements to the Successor. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Xxxxxx, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things necessary or required by the state in which the Project is located or any other government entity with jurisdiction over the Project, including, but not limited to, the provision of any and all information and dates, the payment of fees and other charges, and the execution of documents, all in the name of Operator. This power is coupled with an interest and is irrevocable. The rights and remedies of Lender under this Section 15 are subject to file any amendments or additional financing statementsthe rights and remedies of First Lender under the First Mortgage Documents.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant to give notice to any person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party’s request, cause to be executed by each person that the Secured Party determines is appropriate, a DACA in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien first lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, financing statement amendments to financing statements, or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender’s and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured PartyXxxxxx’s request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this statements. OPERATIONS TRANSFER/COOPERATION IN EVENT OF BORROWER-OPERATOR AGREEMENT EXPIRATION OR TERMINATION. Upon the expiration or earlier termination of the Borrower-Operator Agreement, Master Tenant Operator shall immediately notify Secured Party cooperate in any legal or lawful manner necessary or required to permit Lender, its successors and assigns, nominee, or a HUD approved replacement operator (“Successor”) to continue to operate and maintain the Healthcare Facility for the Approved Use in Operator’s name, place and stead, including the execution and delivery of such action operations transfer documents and cooperate with Secured Party or interim sublease or management agreements as may be necessary or appropriate in order that Successor may bill and operate in name of Operator pending receipt of a new license in Successor’s name. Operator shall further execute such documentation as may be required to transfer its Medicare and Medicaid provider agreements to the Successor. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Xxxxxx, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things necessary to file or required by the state in which the Project is located or any amendments or additional financing statementsother government entity with jurisdiction over the Project, including, but not limited to, the provision of any and all information and dates, the payment of fees and other charges, and the execution of documents, all in the name of Operator. This power is coupled with an interest and is irrevocable.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien first lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, financing statement amendments to financing statements, or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender’s and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured PartyXxxxxx’s request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant to give notice to any person Person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party’s request, cause to be executed by each person Person that the Secured Party determines is appropriate, a DACA control agreement in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien first lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender’s and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured PartyXxxxxx’s request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien first lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, financing statement amendments to financing statements, or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender and or HUD’s HUD interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s Operator rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured Party’s Lender request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this statements. OPERATIONS TRANSFER/COOPERATION IN EVENT OF BORROWER-OPERATOR AGREEMENT EXPIRATION OR TERMINATION. Upon the expiration or earlier termination of the Borrower-Operator Agreement, Master Tenant Operator shall immediately notify Secured Party cooperate in any legal or lawful manner necessary or required to permit Lender, its successors and assigns, nominee, or a HUD approved replacement operator (“Successor”) to continue to operate and maintain the Healthcare Facility for the Approved Use in Operator name, place and stead, including the execution and delivery of such action operations transfer documents and cooperate with Secured Party or interim sublease or management agreements as may be necessary or appropriate in order that Successor may bill and operate in name of Operator pending receipt of a new license in Successor name. Operator shall further execute such documentation as may be required to transfer its Medicare and Medicaid provider agreements to the Successor. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Xxxxxx, its successors and assigns, as Operator true and lawful attorney-in-fact, to do all things necessary to file or required by the state in which the Project is located or any amendments or additional financing statementsother government entity with jurisdiction over the Project, including, but not limited to, the provision of any and all information and dates, the payment of fees and other charges, and the execution of documents, all in the name of Operator. This power is coupled with an interest and is irrevocable.

PERFECTION; FURTHER ASSURANCES. (a) The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant to give notice to any person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party’s request, cause to be executed by each person that the Secured Party determines is appropriate, a DACA in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Party/Borrower a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party/Borrower, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Party/Borrower may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Party/Borrower may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Party/Borrower is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party Party/Borrower and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party Party/Borrower and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party Party/Borrower as its attorney-in-fact and authorizes the Secured Party/Borrower, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Party/Borrower is also authorized by the Master Tenant to give notice to any person Personperson that the Secured Party Party/Borrower may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party/Borrower's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party/Borrower’s request, cause to be executed by each person Personperson that the Secured Party Party/Borrower determines is appropriate, a DACA control agreement in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements/Borrower.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 19 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant Operator to give notice to any person Personperson that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant Operator will, on Secured Party’s request, cause to be executed by each person Personperson that the Secured Party determines is appropriate, a DACA control agreement in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) 45 days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant to give notice to any person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party’s request, cause to be executed by each person that the Secured Party determines is appropriate, a DACA Control Agreement in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA Control Agreement in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA Control Agreement over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA Control Agreement without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA Control Agreement is to be or has been terminated by the depository institution that is a party to such DACAControl Agreement, the Master Tenant shall promptly make alternative arrangements to establish a new DACA Control Agreement with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACAControl Agreement. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant to give notice to any person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party’s request, cause to be executed by each person that the Secured Party determines is appropriate, a DACA control agreement in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant to give notice to any person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party’s request, cause to be executed by each person that the Secured Party determines is appropriate, a DACA Control AgreementDACA in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA Control AgreementDACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA Control AgreementDACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA Control AgreementDACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA Control AgreementDACA is to be or has been terminated by the depository institution that is a party to such DACAControl AgreementDACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA Control AgreementDACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACAControl AgreementDACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyLender, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Lender and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Lender as its attorney-in-fact and authorizes the Secured PartyLender, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender’s and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured PartyLender’s request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien first lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender’s and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured PartyXxxxxx’s request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 19 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant Operator to give notice to any person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant Operator will, on Secured Party’s request, cause to be executed by each person that the Secured Party determines is appropriate, a DACA control agreement in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, financing statement amendments to financing statements, or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender’s and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured PartyXxxxxx’s request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Lender’s and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured PartyXxxxxx’s request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Party/Borrower a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party/Borrower, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Party/Borrower may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Party/Borrower may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Party/Borrower is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party Party/Borrower and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party Party/Borrower and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party Party/Borrower as its attorney-in-fact and authorizes the Secured Party/Borrower, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Party/Borrower is also authorized by the Master Tenant to give notice to any person that the Secured Party Party/Borrower may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party/Borrower's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party/Xxxxxxxx’s request, cause to be executed by each person that the Secured Party Party/Borrower determines is appropriate, a DACA control agreement in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements/Borrower.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second first Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, statements or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party is also authorized by the Master Tenant to give notice to any person that the Secured Party may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's and or HUD’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant will, on Secured Party’s request, cause to be executed by each person that the Secured Party determines is appropriate, a DACA in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateral. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it shall not terminate any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this Agreement, Master Tenant shall immediately notify Secured Party of such action and cooperate with Secured Party to the extent necessary to file any amendments or additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx Operator agrees to comply with all applicable laws and requirements in order to grant to the Secured Party Lender a valid, perfected second Lien first lien on the CollateralCollateral except to the extent expressly permitted pursuant to Section 20 hereof. At any time and from time to time, the Master TenantOperator, on request of the Secured PartyXxxxxx, will shall give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party Lender may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party Lender may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant Operator shall, at its expense, provide Secured Party Lender upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party Lender to validly perfect its security interest in any or all of the Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party Lender and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party Xxxxxx and the Permitted Liens. The Master Tenant Operator shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party Lender is authorized to file with respect to the Collateral Collateral, and Operator hereby authenticates such filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or more financing statements, financing statement amendments to financing statements, or other documents without the signature of the Master Tenant Operator and to name therein the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant Operator as debtor and the Secured Party Lender and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant Operator hereby appoints the Secured Party Xxxxxx as its attorney-in-fact and authorizes the Secured PartyXxxxxx, acting alone on behalf of the Master TenantOperator, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant Operator and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant Operator under this Agreement. The power of attorney granted hereby is coupled with an interest and is irrevocable. The Secured Party Lender is also authorized by the Master Tenant Operator to give notice to any person Person that the Secured Party Lender may consider necessary or desirable under applicable law to preserve, perfect or protect the Secured Party's Xxxxxx’x’x and or HUD’s’s interests in the Collateral. Without limiting the generality of the foregoing, with respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master TenantOperator’s’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant willOperator shall, on Secured Party’s Xxxxxx’x’x request, cause to be executed by each person Person that the Secured Party Lender determines is appropriate, a DACA control agreement in a form acceptable to the Secured PartyLender. Without limiting any other requirements hereunder, Operator shall immediately notify Lender of any action of Operator that negates, invalidates or otherwise adversely impacts the generality effectiveness of the foregoing, financing statements and shall cooperate with Lender with respect to the filing of any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account of Master Tenant that is included in the Collateralamendments or additional financing statements. Further, Master Tenant covenants that it shall obtain a DACA over any new deposit account it obtains, unless Secured Party permits otherwise. Master Tenant also covenants that it The foregoing sentence shall not terminate be deemed to permit Operator to take any DACA without the prior written consent of the Secured Party. In the event that Master Xxxxxx receives notice that the DACA is to be or has been terminated by the depository institution that is a party to such DACA, the Master Tenant shall promptly make alternative arrangements to establish a new DACA with the prior written consent of the Secured Party and shall direct all future receivables to be paid into the deposit account(s) specified in such new DACA. If Master Xxxxxx takes any action that negates, invalidates or otherwise adversely impacts the effectiveness of the financing statements filed pursuant to this Section, except such actions permitted in this statements. OPERATIONS TRANSFER/COOPERATION IN EVENT OF BORROWER-OPERATOR AGREEMENT EXPIRATION OR TERMINATION. Upon the expiration or earlier termination of the Borrower-Operator Agreement, Master Tenant Operator shall immediately notify Secured Party cooperate in any legal or lawful manner necessary or required to permit Lender, its successors and assigns, nominee, or a HUD approved replacement operator (“Successor”) to continue to operate and maintain the Healthcare Facility for the Approved Use in Operator’s’s name, place and stead, including the execution and delivery of such action operations transfer documents and cooperate with Secured Party or interim sublease or management agreements as may be necessary or appropriate in order that Successor may bill and operate in name of Operator pending receipt of a new license in Successor’s’s name. Operator shall further execute such documentation as may be required to transfer its Medicare and Medicaid provider agreements to the Successor. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Lender, its successors and assigns, as Operator’s’s true and lawful attorney-in-fact, to do all things necessary to file or required by the state in which the Project is located or any amendments or additional financing statementsother government entity with jurisdiction over the Project, including, but not limited to, the provision of any and all information and dates, the payment of fees and other charges, and the execution of documents, all in the name of Operator. This power is coupled with an interest and is irrevocable.