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, 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 Borrower will give Agent at least 30 days’ prior written notice of any change in Borrower’s name, state of organization or organizational identification number, any change in the location of Borrower’s principal place of business or chief executive office, any change in the locations of Borrower’s Contracts, Inventory or Equipment and any acquisition by Borrower of any interest in real property. Borrower will, at Borrower’s expense, promptly execute and deliver from time to comply with all applicable laws time at Agent’s request and requirements pay the costs of filing such additional financing statements, mortgages, or other evidences of Liens as may be necessary or desirable to perfect or continue perfection of Agents on behalf of Lenders security interest in order Borrower’s property or, at Agent’s request, to grant to the Secured Party create and perfect a valid, perfected second Lien on the newly acquired real property. Borrower will use all commercially reasonable efforts to obtain from any landlord, warehouseman, processor or other third party operator of premises on which any Collateral is located (other than Customers) an acceptable Lien waiver or subordination agreement in Agent’s on behalf of Lender’s favor with respect to such Collateral. At All Collateral is and will continue to be, except as expressly consented to by Agent on behalf of Lenders, personal property and will not, by reason of attachment or connection to any realty, either become or be deemed to be a fixture or appurtenance to such realty and will at all times be readily removable without material damage to any realty, provided, however that Agent and Lenders acknowledge that certain Inventory or Equipment such as satellite dishes and other equipment installed in connection with the services Borrower provides under its Customer Contracts may be affixed to realty of the particular Customer. In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, Borrower shall, immediately upon written request therefor from Agent, endorse and assign such Negotiable Collateral over to Lenders and deliver actual physical possession of the Negotiable Collateral to Agents on behalf of Lenders. Borrower shall at any time and from time to timetime use commercially reasonable efforts as Lenders may request for Agent on behalf of Lenders (i) to obtain an acknowledgment, the Master Tenantin form and substance satisfactory to Agent on behalf of Lenders, 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 bailee having possession 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 coststhat such bailee holds such Collateral for Lenders, and all costs and expenses (ii) to obtain “control” of any record searches for financing statements. Without limiting the generality of the foregoinginvestment property, 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 rightsrights or chattel paper (including electronic chattel paper) in accordance with Article 9 of the UCC, the Master Tenant will, on Secured Party’s request, cause with any agreements establishing control to be executed by each person that in form and substance satisfactory to Lenders, and (iii) otherwise to insure the Secured Party determines is appropriate, a DACA continued perfection and priority of Lenders’ security interest in a form acceptable to the Secured Party. Without limiting the generality of the foregoing, with respect to any of the Collateral and of the preservation of its rights therein. Borrower shall only keep funds on deposit in bank or other deposit accounts covered by deposit account control agreements except for those bank or deposit accounts which control of such Collateral are either zero balance accounts or maintain minimal balances (i.e. less than $10,000 on an average basis). Lenders may, not more frequently than once per year at Borrower’s expense (unless a Default has occurred and is a method of perfection under the UCCcontinuing), including obtain an appraisal on some or 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 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, 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 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 Party\Borrower 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 PartyParty\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 Operator and to name therein the Master Tenant Operator 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 Operator 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 Operator hereby appoints the Secured Party Party\Borrower as its attorney-in-fact and authorizes the Secured PartyParty\Xxxxxxxx, 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 Party\Borrower is also authorized by the Master Tenant Operator 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 PartyParty\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 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 PartyParty\Borrower’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 statementsParty\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 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 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 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. (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. . (b) 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. . (c) 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. . (d) 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.

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 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. 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 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 14.1 Each Pledgor 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 that from time to time, at the Master Tenantexpense of such Pledgor, on request of the Secured Partysuch Pledgor shall promptly execute and deliver all instruments and documents, will giveand take all action, authorizethat may be reasonably necessary, 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 reasonably request, in order to create, preserve, continue, perfect or validate any and protect the assignment and security interest granted or other Lien intended to be granted under this Agreement hereby or which to enable the Secured Party may consider necessary or desirable to exercise or and 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 remedies hereunder 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 each Pledgor shall (i) deliver 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 or 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 part thereof 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 may request, accompanied by such duly executed instruments of transfer or assignment as the Secured Party may request, and (ii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as the Secured Party may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 Each Pledgor hereby authorizes the Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of such Pledgor where permitted by law. 14.3 The Facility Lessee shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 Each Pledgor shall, promptly upon request, provide to the Secured Party all information and evidence it may reasonably request concerning the Collateral to enable the Secured Party to enforce the provisions of this Agreement. 14.5 To the extent it may do so under Applicable Law, each Pledgor, for itself, its successors and assigns, agrees that it shall not terminate cast any DACA without the prior written consent vote as a shareholder of any Subsidiary Guarantor (i) in favor of the Secured Party. In commencement of a voluntary case or other proceeding seeking liquidation, reorganization, rehabilitation or other relief with respect to any Subsidiary Guarantor or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the event that Master Xxxxxx receives notice that appointment of a trustee, receiver, liquidator, custodian or other similar official of the DACA is shareholder or any substantial part of such Subsidiary's property, respectively (ii) to be authorize any Subsidiary Guarantor to consent to any such aforesaid relief or has been terminated to the appointment of or taking possession by any such aforesaid official in an involuntary case or other proceeding commenced against any Subsidiary Guarantor or (iii) to authorize any Subsidiary Guarantor to make a general assignment for the depository institution that is a party benefit of creditors. 14.6 Each Pledgor will take all actions within its power to such DACA, obtain like title to and the Master Tenant shall promptly make alternative arrangements right to establish a new DACA with the prior written consent of pledge any other property at any time hereafter pledged by it to the Secured Party as Collateral hereunder. 14.7 Each Pledgor will pay, before any fine, penalty, interest or cost attaches thereto, all taxes, assessments and other governmental or non-governmental charges or levies (other than those taxes, assesments and charges that it is contesting in good faith and by appropriate proceedings, and in respect of which it has established adequate reserves for such taxes) now or hereafter assessed, levied against the Collateral pledged by it hereunder or upon the Liens for taxes and assessments not then delinquent or subject to a contest and shall direct all future receivables to be paid into retain copies of, and, upon request, permit 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 examine receipts showing payment of any of the extent necessary to file any amendments or additional financing statementsforegoing.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx 11.1 Each Debtor 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 that from time to time, at the Master Tenantexpense of such Debtor, on request such Debtor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that the Intercreditor Agent may reasonably request, in order to perfect and protect the assignment and security interest granted, purported or intended to be granted hereby in favor of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document Parties or agreement that to enable 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 Intercreditor Agent to exercise or and 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 remedies hereunder 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 each Debtor shall (i) if any Collateral shall be evidenced by a promissory note or other instrument in excess of $5,000, deliver and pledge to the Intercreditor Agent for the benefit of the Secured Parties granted a security interest in such Collateral such note duly endorsed without recourse, and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Intercreditor Agent, (ii) execute and deliver to the Intercreditor Agent such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as such Secured Parties may reasonably request, in order to perfect and preserve the assignments and security interests granted, purported or intended to be granted hereby in favor of the relevant Secured Parties and (iii) at the Intercreditor Agent's reasonable request, appear in and defend any action or proceeding that may affect Debtor's title to or the Intercreditor Agent's or any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including Secured Parties security interest in all or any part of the Master Tenant’s rights, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rightsCollateral. 11.2 Each Debtor hereby authorizes the Administrative Agent, the Master Tenant willMortgage Notes Indenture Trustee and the Intercreditor Agent to file one or more financing or continuation statements, on Secured Party’s requestand amendments thereto, cause relative 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 all or any part of the Collateral for in which control of such Collateral is Secured Party has been granted a method of perfection under the UCCsecurity interest. 11.3 Each Debtor shall pay all filing, including registration and recording fees and all of the Master Tenant’s rightsrefiling, titles re-registration and interests in deposit accountsre-recording fees, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable all reasonable expenses incident to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account execution and acknowledgment 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 any assurance, and all federal, state, county and municipal stamp taxes and other taxes (other than income taxes), duties, imports, assessments and charges arising out of such action or in connection with the execution and cooperate with Secured Party delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 11.4 Each Debtor shall, promptly upon request, provide to the extent necessary Intercreditor Agent, all information and evidence it may reasonably request concerning the Collateral to file any amendments or additional financing statementsenable the Intercreditor Agent to enforce the provisions of this Agreement.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx 11.1 Each Debtor 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 that from time to time, at the Master Tenantexpense of such Debtor, on request such Debtor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that the Intercreditor Agent may reasonably request, in order to perfect and protect the assignment and security interest granted, purported or intended to be granted hereby in favor of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document Parties or agreement that to enable 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 Intercreditor Agent to exercise or and 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 remedies hereunder 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 each Debtor shall (i) if any Collateral shall be evidenced by a promissory note or other instrument in excess of $5,000, deliver and pledge to the Intercreditor Agent for the benefit of the Secured Parties granted a security interest in such Collateral such note duly endorsed without recourse, and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Intercreditor Agent, (ii) execute and deliver to the Intercreditor Agent such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as such Secured Parties may reasonably request, in order to perfect and preserve the assignments and security interests granted, purported or intended to be granted hereby in favor of the Relevant Secured Parties and (iii) at the Intercreditor Agent's reasonable request, appear in and defend any action or proceeding that may affect Debtor's title to or the Intercreditor Agent's or any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including Secured Parties security interest in all or any part of the Master Tenant’s rightsCollateral. 11.2 Each Debtor hereby authorizes the Bank Agent, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rightsGMAC, the Master Tenant willMortgage Note Indenture Trustee and the Intercreditor Agent to file one or more financing or continuation statements, on Secured Party’s requestand amendments thereto, cause relative 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 all or any part of the Collateral for in which control such Secured Party has been granted a security interest without the signature of such Collateral is a method of perfection under the UCCDebtor where permitted by law. 11.3 Each Debtor shall pay all filing, including registration and recording fees and all of the Master Tenant’s rightsrefiling, titles re-registration and interests in deposit accountsre-recording fees, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable all reasonable expenses incident to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account execution and acknowledgment 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 any assurance, and all federal, state, county and municipal stamp taxes and other taxes (other than income taxes), duties, imports, assessments and charges arising out of such action or in connection with the execution and cooperate with Secured Party delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 11.4 Each Debtor shall, promptly upon request, provide to the extent necessary Intercreditor Agent, all information and evidence it may reasonably request concerning the Collateral to file any amendments or additional financing statementsenable the Intercreditor Agent to enforce the provisions of this Agreement.

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 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 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 Party\Borrower 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 PartyParty\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 Operator and to name therein the Master Tenant Operator 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 Operator 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 Operator hereby appoints the Secured Party Party\Borrower as its attorney-in-fact and authorizes the Secured PartyParty\Xxxxxxxx, 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 Party\Borrower is also authorized by the Master Tenant Operator 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 PartyParty\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 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 PartyParty\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 statementsParty\Borrower.

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx 11.1 Debtor 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 that from time to time, at the Master Tenantexpense of Debtor, on request Debtor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that the Intercreditor Agent may reasonably request, in order to perfect and protect the assignment and security interest granted, purported or intended to be granted hereby in favor of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document Parties or agreement that to enable 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 Intercreditor Agent to exercise or and 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 remedies hereunder 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 Debtor shall (i) if any Collateral shall be evidenced by a promissory note or other instrument in excess of $5,000, deliver and pledge to the Intercreditor Agent for the benefit of the Secured Parties granted a security interest in such Collateral such note duly endorsed without recourse, and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Intercreditor Agent, (ii) execute and deliver to the Intercreditor Agent such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as such Secured Parties may reasonably request, in order to perfect and preserve the assignments and security interests granted, purported or intended to be granted hereby in favor of the Relevant Secured Parties and (iii) at the Intercreditor Agent's reasonable request, appear in and defend any action or proceeding that may affect Debtor's title to or the Intercreditor Agent's or any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including Secured Parties security interest in all or any part of the Master Tenant’s rightsCollateral. 11.2 Debtor hereby authorizes the Bank Agent, titles and interests in deposit accounts, investment property, electronic chattel paper and letter-of-credit rightsGMAC, the Master Tenant willMortgage Note Indenture Trustee and the Intercreditor Agent to file one or more financing or continuation statements, on Secured Party’s requestand amendments thereto, cause relative 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 all or any part of the Collateral for in which control such Secured Party has been granted a security interest without the signature of such Collateral is a method of perfection under the UCCDebtor where permitted by law. 11.3 Debtor shall pay all filing, including registration and recording fees and all of the Master Tenant’s rightsrefiling, titles re-registration and interests in deposit accountsre-recording fees, investment property, electronic chattel paper and letter-of-credit rights, the Master Tenant shall enter into a DACA in a form acceptable all reasonable expenses incident to the Secured Party, that grants control (as that term is defined in the UCC) over each deposit account execution and acknowledgment 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 any assurance, and all federal, state, county and municipal stamp taxes and other taxes (other than income taxes), duties, imports, assessments and charges arising out of such action or in connection with the execution and cooperate with Secured Party delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 11.4 Debtor shall, promptly upon request, provide to the extent necessary Intercreditor Agent, all information and evidence it may reasonably request concerning the Collateral to file any amendments or additional financing statementsenable the Intercreditor Agent to enforce the provisions of this Agreement.