Common use of PERFECTION; FURTHER ASSURANCES Clause in Contracts

PERFECTION; FURTHER ASSURANCES. Operator agrees to comply with 536 all applicable laws and requirements in order to grant to Lender a valid, perfected second lien on 537 the Collateral except to the extent expressly permitted pursuant to Section 20 hereof. At any 538 time and from time to time, Operator, on request of Xxxxxx, shall give, authorize, execute, 539 authenticate, file and/or record any notice, financing statement, financing statement amendment, 540 instrument, document or agreement that Lender may consider necessary or desirable to create, 541 preserve, continue, perfect or validate any security interest or other Lien granted under this 542 Agreement or which Lender may consider necessary or desirable to exercise or enforce its rights 543 under this Agreement. Operator shall, at its expense, provide Lender upon its request (and in any 544 event, within forty-five (45) days of the date hereof) with one or more UCC search reports with 545 respect to each office in which a UCC filing may be required in order for Lender to validly 546 perfect its security interest in any or all of the Collateral, confirming that a UCC financing 547 statement has been filed in such office in favor of Xxxxxx and that there are no other UCC 548 financing statements in effect with respect to any of the Collateral except those in favor of 549 Lender and the Permitted Liens. Operator shall pay all filing costs, and all costs and expenses of 550 any record searches for financing statements. Without limiting the generality of the foregoing, 551 Lender is authorized to file with respect to the Collateral, and Operator hereby authenticates such 552 filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or 553 more financing statements, financing statement amendments or other documents without the 554 signature of Operator and to name therein Operator as debtor and Xxxxxx and/or HUD as secured 555 parties; and correct or complete, or cause to be corrected or completed, any financing statements 556 or other such documents as have been filed naming Operator as debtor and Lender and/or HUD, 557 as their interests may appear, as secured parties. Operator hereby appoints Lender as its 558 attorney-in-fact and authorizes Xxxxxx, acting alone on behalf of Operator, to execute, 559 acknowledge, deliver, file and/or record any and all documents requiring execution by Operator 560 and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the 561 obligations or covenants of Operator under this Agreement. The power of attorney granted 562 hereby is coupled with an interest and is irrevocable. Lender is also authorized by Operator to 563 give notice to any Person that Lender may consider necessary or desirable under applicable law 564 to preserve, perfect or protect Xxxxxx’s and or HUD’s interests in the Collateral. Without 565 limiting the generality of the foregoing, with respect to any of the Collateral for which control of 566 such Collateral is a method of perfection under the UCC, including all of Operator’s rights, titles 567 and interests in deposit accounts, investment property, electronic chattel paper and letter-of- 568 credit rights, Operator shall, on Xxxxxx’s request, cause to be executed by each Person that 569 Lender determines is appropriate, a control agreement in a form acceptable to Lender. Without 570 limiting any other requirements hereunder, Operator shall immediately notify Lender of any 571 action of Operator that negates, invalidates or otherwise adversely impacts the effectiveness of 572 the financing statements and shall cooperate with Lender with respect to the filing of any 573 amendments or additional financing statements. The foregoing sentence shall not be deemed to 574 permit Operator to take any such action that negates, invalidates or otherwise adversely impacts 575 the effectiveness of the financing statements. 576 15. OPERATIONS TRANSFER/COOPERATION IN EVENT OF 577 BORROWER-OPERATOR AGREEMENT TERMINATION. Upon the expiration or 578 earlier termination of the Borrower-Operator Agreement, Operator shall cooperate in any legal or 579 lawful manner necessary or required to permit Xxxxxx, its successors and assigns, nominee, or a 580 HUD approved replacement operator (“Successor”) to continue to operate and maintain the 581 Healthcare Facility for the Approved Use in Operator’s name, place and stead, including the 582 execution and delivery of such operations transfer documents and or interim sublease or 583 management agreements as may be necessary or appropriate in order that Successor may bill and 584 operate in name of Operator pending receipt of a new license in Successor’s name. Operator 585 shall further execute such documentation as may be required to transfer its Medicare and 586 Medicaid provider agreements to the Successor. For this purpose, and to the extent not 587 prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints 588 Lender, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things 589 necessary or required by the state in which the Project is located or any other government entity 590 with jurisdiction over the Project, including, but not limited to, the provision of any and all 591 information and dates, the payment of fees and other charges, and the execution of documents, 592 all in the name of Operator. This power is coupled with an interest and is irrevocable. The 593 rights and remedies of Lender under this Section 15 are subject to the rights and remedies of 594 First Lender under the First Mortgage Documents.

PERFECTION; FURTHER ASSURANCES. Operator 634 (a) The Master Xxxxxx agrees to comply with 536 all applicable laws and requirements in 635 order to grant to Lender the Secured Party a valid, perfected second lien Lien on 537 the Collateral except to the extent expressly permitted pursuant to Section 20 hereofCollateral. At any 538 time 636 and from time to time, Operatorthe Master Tenant, on request of Xxxxxxthe Secured Party, shall will give, authorize, 637 execute, 539 authenticate, file and/or record any notice, financing statement, financing statement 638 amendment, 540 instrument, document or agreement that Lender the Secured Party may consider necessary 639 or desirable to create, 541 preserve, continue, perfect or validate any security interest or other Lien 640 granted under this 542 Agreement or which Lender the Secured Party may consider necessary or desirable to 641 exercise or enforce its rights 543 under this Agreement. Operator Master Tenant shall, at its expense, provide Lender 642 Secured Party upon its request (and in any 544 event, within forty-five (45) days of the date hereof) 643 with one or more UCC search reports with 545 respect to each office in which a UCC filing may be 644 required in order for Lender Secured Party to validly 546 perfect its security interest in any or all of the Collateral, 645 confirming that a UCC financing 547 statement has been filed in such office in favor of Xxxxxx Secured 646 Party and that there are no other UCC 548 financing statements in effect with respect to any of the 647 Collateral except those in favor of 549 Lender Secured Party and the Permitted Liens. Operator The Master Tenant shall 648 pay all filing costs, and all costs and expenses of 550 any record searches for financing statements. 649 Without limiting the generality of the foregoing, 551 Lender the Secured Party is authorized to file with 650 respect to the Collateral, and Operator hereby authenticates such 552 filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, Collateral one or 553 more financing statements, amendments to financing statement amendments statements, 651 or other documents without the 554 signature of Operator the Master Tenant and to name therein Operator the Master 652 Tenant as debtor and Xxxxxx the Secured Party and/or HUD as secured 555 parties; and correct or complete, 653 or cause to be corrected or completed, any financing statements 556 or other such documents as have 654 been filed naming Operator the Master Tenant as debtor and Lender the Secured Party and/or HUD, 557 as their 655 interests may appear, as secured parties. Operator Master Tenant hereby authenticates such filings. 656 (b) The Master Tenant hereby appoints Lender the Secured Party as its 558 attorney-in-fact and 657 authorizes Xxxxxxthe Secured Party, acting alone on behalf of Operatorthe Master Xxxxxx, to execute, 559 658 acknowledge, deliver, file and/or record any and all documents requiring execution by Operator 560 the 659 Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this 660 Agreement and/or the 561 obligations or covenants of Operator the Master Tenant under this Agreement. The 661 power of attorney granted 562 hereby is coupled with an interest and is irrevocable. Lender The Secured 662 Party is also authorized by Operator the Master Tenant to 563 give notice to any Person person that Lender the Secured Party 663 may consider necessary or desirable under applicable law 564 to preserve, perfect or protect Xxxxxx’s the 664 Secured Party's and or HUD’s interests in the Collateral. Without 565 limiting the generality of the 665 foregoing, with respect to any of the Collateral for which control of such Collateral is a method 666 of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in 667 deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the 668 Master Tenant will, on Secured Party’s request, cause to be executed by each person that the 669 Secured Party determines is appropriate, a DACA in a form acceptable to the Secured Party. 670 (c) Without limiting the generality of the foregoing, with respect to any of the 671 Collateral for which control of 566 such Collateral is a method of perfection under the UCC, 672 including all of Operatorthe Master Xxxxxx’s rights, titles 567 and interests in deposit accounts, investment 673 property, electronic chattel paper and letter-of- 568 of-credit rights, Operator shall, on Xxxxxx’s request, cause to be executed by each Person that 569 Lender determines is appropriate, the Master Tenant shall enter into a control agreement 674 DACA in a form acceptable to Lenderthe Secured Party, that grants control (as that term is defined in 675 the UCC) over each deposit account of Master Tenant that is included in the Collateral. Without 570 limiting Further, 676 Master Tenant covenants that it shall obtain a DACA over any other requirements hereundernew deposit account it obtains, Operator shall immediately notify Lender of any 571 action of Operator 677 unless Secured Party permits otherwise. Master Tenant also covenants that negates, invalidates or otherwise adversely impacts the effectiveness of 572 the financing statements and shall cooperate with Lender with respect to the filing of any 573 amendments or additional financing statements. The foregoing sentence it shall not terminate 678 any DACA without the prior written consent of the Secured Party. In the event that Master 679 Tenant receives notice that the DACA is to be deemed or has been terminated by the depository 680 institution that is a party to 574 permit Operator such DACA, the Master Tenant shall promptly make alternative 681 arrangements to take establish a new DACA with the prior written consent of the Secured Party and 682 shall direct all future receivables to be paid into the deposit account(s) specified in such new 683 DACA. 684 (d) If Master Xxxxxx takes any such action that negates, invalidates or otherwise adversely 685 impacts 575 the effectiveness of the financing statements. 576 15. OPERATIONS TRANSFER/COOPERATION IN EVENT OF 577 BORROWER-OPERATOR AGREEMENT TERMINATION. Upon the expiration or 578 earlier termination of the Borrower-Operator statements filed pursuant to this Section, except such 686 actions permitted in this Agreement, Operator Master Tenant shall immediately notify Secured Party of 687 such action and cooperate in any legal or 579 lawful manner necessary or required to permit Xxxxxx, its successors and assigns, nominee, or a 580 HUD approved replacement operator (“Successor”) to continue to operate and maintain the 581 Healthcare Facility for the Approved Use in Operator’s name, place and stead, including the 582 execution and delivery of such operations transfer documents and or interim sublease or 583 management agreements as may be necessary or appropriate in order that Successor may bill and 584 operate in name of Operator pending receipt of a new license in Successor’s name. Operator 585 shall further execute such documentation as may be required to transfer its Medicare and 586 Medicaid provider agreements to the Successor. For this purpose, and with Secured Party to the extent not 587 prohibited by applicable law with respect necessary to the Healthcare Assets, Operator irrevocably appoints 588 Lender, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things 589 necessary file any amendments or required by the state in which the Project is located or any other government entity 590 with jurisdiction over the Project, including, but not limited to, the provision of any and all 591 information and dates, the payment of fees and other charges, and the execution of documents, 592 all in the name of Operator. This power is coupled with an interest and is irrevocable. The 593 rights and remedies of Lender under this Section 15 are subject to the rights and remedies of 594 First Lender under the First Mortgage Documents688 additional financing statements.

PERFECTION; FURTHER ASSURANCES. Operator agrees to comply with 536 569 all applicable laws and requirements in order to grant to Lender a valid, perfected second first lien on 537 the 570 Collateral except to the extent expressly permitted pursuant to Section 20 hereof. At any 538 time 571 and from time to time, Operator, on request of Xxxxxx, shall give, authorize, execute, 539 572 authenticate, file and/or record any notice, financing statement, financing statement amendment, 540 573 instrument, document or agreement that Lender may consider necessary or desirable to create, 541 574 preserve, continue, perfect or validate any security interest or other Lien granted under this 542 575 Agreement or which Lender may consider necessary or desirable to exercise or enforce its rights 543 576 under this Agreement. Operator shall, at its expense, provide Lender upon its request (and in any 544 577 event, within forty-five (45) days of the date hereof) with one or more UCC search reports with 545 578 respect to each office in which a UCC filing may be required in order for Lender to validly 546 579 perfect its security interest in any or all of the Collateral, confirming that a UCC financing 547 580 statement has been filed in such office in favor of Xxxxxx and that there are no other UCC 548 581 financing statements in effect with respect to any of the Collateral except those in favor of 549 582 Lender and the Permitted Liens. Operator shall pay all filing costs, and all costs and expenses of 550 583 any record searches for financing statements. Without limiting the generality of the foregoing, 551 584 Lender is authorized to file with respect to the Collateral, and Operator hereby authenticates such 552 585 filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or 553 586 more financing statements, financing statement amendments or other documents without the 554 587 signature of Operator and to name therein Operator as debtor and Xxxxxx and/or HUD as secured 555 588 parties; and correct or complete, or cause to be corrected or completed, any financing statements 556 589 or other such documents as have been filed naming Operator as debtor and Lender and/or HUD, 557 590 as their interests may appear, as secured parties. Operator hereby appoints Lender as its 558 591 attorney-in-fact and authorizes Xxxxxx, acting alone on behalf of Operator, to execute, 559 592 acknowledge, deliver, file and/or record any and all documents requiring execution by Operator 560 593 and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the 561 594 obligations or covenants of Operator under this Agreement. The power of attorney granted 562 595 hereby is coupled with an interest and is irrevocable. Lender is also authorized by Operator to 563 596 give notice to any Person that Lender may consider necessary or desirable under applicable law 564 597 to preserve, perfect or protect Xxxxxx’s and or HUD’s interests in the Collateral. Without 565 598 limiting the generality of the foregoing, with respect to any of the Collateral for which control of 566 599 such Collateral is a method of perfection under the UCC, including all of Operator’s rights, titles 567 600 and interests in deposit accounts, investment property, electronic chattel paper and letter-of- 568 601 credit rights, Operator shall, on Xxxxxx’s request, cause to be executed by each Person that 569 602 Lender determines is appropriate, a control agreement in a form acceptable to Lender. Without 570 603 limiting any other requirements hereunder, Operator shall immediately notify Lender of any 571 604 action of Operator that negates, invalidates or otherwise adversely impacts the effectiveness of 572 605 the financing statements and shall cooperate with Lender with respect to the filing of any 573 606 amendments or additional financing statements. The foregoing sentence shall not be deemed to 574 607 permit Operator to take any such action that negates, invalidates or otherwise adversely impacts 575 608 the effectiveness of the financing statements. 576 609 610 15. OPERATIONS TRANSFER/COOPERATION IN EVENT OF 577 611 BORROWER-OPERATOR AGREEMENT TERMINATION. Upon the expiration or 578 612 earlier termination of the Borrower-Operator Agreement, Operator shall cooperate in any legal or 579 613 lawful manner necessary or required to permit XxxxxxLender, its successors and assigns, nominee, or a 580 614 HUD approved replacement operator (“Successor”) to continue to operate and maintain the 581 615 Healthcare Facility for the Approved Use in Operator’s name, place and stead, including the 582 616 execution and delivery of such operations transfer documents and or interim sublease or 583 617 management agreements as may be necessary or appropriate in order that Successor may bill and 584 618 operate in name of Operator pending receipt of a new license in Successor’s name. Operator 585 619 shall further execute such documentation as may be required to transfer its Medicare and 586 620 Medicaid provider agreements to the Successor. For this purpose, and to the extent not 587 621 prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints 588 622 Lender, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things 589 623 necessary or required by the state in which the Project is located or any other government entity 590 624 with jurisdiction over the Project, including, but not limited to, the provision of any and all 591 625 information and dates, the payment of fees and other charges, and the execution of documents, 592 626 all in the name of Operator. This power is coupled with an interest and is irrevocable. The 593 rights and remedies of Lender under this Section 15 are subject to the rights and remedies of 594 First Lender under the First Mortgage Documents.627

PERFECTION; FURTHER ASSURANCES. Operator 609 (a) The Master Xxxxxx agrees to comply with 536 all applicable laws and requirements in 610 order to grant to Lender the Secured Party a valid, perfected second lien first Lien on 537 the Collateral except to the extent expressly permitted pursuant to Section 20 hereofCollateral. At any 538 time and 611 from time to time, Operatorthe Master Xxxxxx, on request of Xxxxxxthe Secured Party, shall will give, authorize, 612 execute, 539 authenticate, file and/or record any notice, financing statement, financing statement 613 amendment, 540 instrument, document or agreement that Lender the Secured Party may consider necessary 614 or desirable to create, 541 preserve, continue, perfect or validate any security interest or other Lien 615 granted under this 542 Agreement or which Lender the Secured Party may consider necessary or desirable to 616 exercise or enforce its rights 543 under this Agreement. Operator Master Tenant shall, at its expense, provide Lender 617 Secured Party upon its request (and in any 544 event, within forty-five (45) days of the date hereof) 618 with one or more UCC search reports with 545 respect to each office in which a UCC filing may be 619 required in order for Lender Secured Party to validly 546 perfect its security interest in any or all of the Collateral, 620 confirming that a UCC financing 547 statement has been filed in such office in favor of Xxxxxx Secured 621 Party and that there are no other UCC 548 financing statements in effect with respect to any of the 622 Collateral except those in favor of 549 Lender Secured Party and the Permitted Liens. Operator The Master Tenant shall 623 pay all filing costs, and all costs and expenses of 550 any record searches for financing statements. 624 Without limiting the generality of the foregoing, 551 Lender the Secured Party is authorized to file with 625 respect to the Collateral, and Operator hereby authenticates such 552 filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, Collateral one or 553 more financing statements, amendments to financing statement amendments statements, 626 or other documents without the 554 signature of Operator the Master Tenant and to name therein Operator the Master 627 Tenant as debtor and Xxxxxx the Secured Party and/or HUD as secured 555 parties; and correct or complete, 628 or cause to be corrected or completed, any financing statements 556 or other such documents as have 629 been filed naming Operator the Master Tenant as debtor and Lender the Secured Party and/or HUD, 557 as their 630 interests may appear, as secured parties. Operator Master Tenant hereby authenticates such filings. 631 (b) The Master Tenant hereby appoints Lender the Secured Party as its 558 attorney-in-fact and 632 authorizes Xxxxxxthe Secured Party, acting alone on behalf of Operatorthe Master Xxxxxx, to execute, 559 633 acknowledge, deliver, file and/or record any and all documents requiring execution by Operator 560 the 634 Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this 635 Agreement and/or the 561 obligations or covenants of Operator the Master Tenant under this Agreement. The 636 power of attorney granted 562 hereby is coupled with an interest and is irrevocable. Lender The Secured 637 Party is also authorized by Operator the Master Tenant to 563 give notice to any Person person that Lender the Secured Party 638 may consider necessary or desirable under applicable law 564 to preserve, perfect or protect Xxxxxx’s the 639 Secured Party's and or HUD’s interests in the Collateral. Without 565 limiting the generality of the 640 foregoing, with respect to any of the Collateral for which control of such Collateral is a method 641 of perfection under the UCC, including all of the Master Tenant’s rights, titles and interests in 642 deposit accounts, investment property, electronic chattel paper and letter-of-credit rights, the 643 Master Tenant will, on Secured Party’s request, cause to be executed by each person that the 644 Secured Party determines is appropriate, a DACA in a form acceptable to the Secured Party. 645 (c) Without limiting the generality of the foregoing, with respect to any of the 646 Collateral for which control of 566 such Collateral is a method of perfection under the UCC, 647 including all of Operatorthe Master Xxxxxx’s rights, titles 567 and interests in deposit accounts, investment 648 property, electronic chattel paper and letter-of- 568 of-credit rights, Operator shall, on Xxxxxx’s request, cause to be executed by each Person that 569 Lender determines is appropriate, the Master Tenant shall enter into a control agreement 649 DACA in a form acceptable to Lenderthe Secured Party, that grants control (as that term is defined in 650 the UCC) over each deposit account of Master Tenant that is included in the Collateral. Without 570 limiting Further, 651 Master Tenant covenants that it shall obtain a DACA over any other requirements hereundernew deposit account it obtains, Operator shall immediately notify Lender of any 571 action of Operator 652 unless Secured Party permits otherwise. Master Tenant also covenants that negates, invalidates or otherwise adversely impacts the effectiveness of 572 the financing statements and shall cooperate with Lender with respect to the filing of any 573 amendments or additional financing statements. The foregoing sentence it shall not terminate 653 any DACA without the prior written consent of the Secured Party. In the event that Master 654 Tenant receives notice that the DACA is to be deemed or has been terminated by the depository 655 institution that is a party to 574 permit Operator such DACA, the Master Tenant shall promptly make alternative 656 arrangements to take establish a new DACA with the prior written consent of the Secured Party and 657 shall direct all future receivables to be paid into the deposit account(s) specified in such new 658 DACA. 659 (d) If Master Xxxxxx takes any such action that negates, invalidates or otherwise adversely 660 impacts 575 the effectiveness of the financing statements. 576 15. OPERATIONS TRANSFER/COOPERATION IN EVENT OF 577 BORROWER-OPERATOR AGREEMENT TERMINATION. Upon the expiration or 578 earlier termination of the Borrower-Operator statements filed pursuant to this Section, except such 661 actions permitted in this Agreement, Operator Master Tenant shall immediately notify Secured Party of 662 such action and cooperate in any legal or 579 lawful manner necessary or required to permit Xxxxxx, its successors and assigns, nominee, or a 580 HUD approved replacement operator (“Successor”) to continue to operate and maintain the 581 Healthcare Facility for the Approved Use in Operator’s name, place and stead, including the 582 execution and delivery of such operations transfer documents and or interim sublease or 583 management agreements as may be necessary or appropriate in order that Successor may bill and 584 operate in name of Operator pending receipt of a new license in Successor’s name. Operator 585 shall further execute such documentation as may be required to transfer its Medicare and 586 Medicaid provider agreements to the Successor. For this purpose, and with Secured Party to the extent not 587 prohibited by applicable law with respect necessary to the Healthcare Assets, Operator irrevocably appoints 588 Lender, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things 589 necessary file any amendments or required by the state in which the Project is located or any other government entity 590 with jurisdiction over the Project, including, but not limited to, the provision of any and all 591 information and dates, the payment of fees and other charges, and the execution of documents, 592 all in the name of Operator. This power is coupled with an interest and is irrevocable. The 593 rights and remedies of Lender under this Section 15 are subject to the rights and remedies of 594 First Lender under the First Mortgage Documents663 additional financing statements.

PERFECTION; FURTHER ASSURANCES. The Operator agrees to comply with 536 all applicable laws and requirements in order to grant to Lender the Secured PartyLender a valid, perfected second lien first Lienlien on 537 the Collateral except to the extent expressly permitted pursuant to Section 20 1920 hereof. At any 538 time and from time to time, the Operator, on request of Xxxxxxthe Secured Party, willLender, shall give, authorize, execute, 539 authenticate, file and/or record any notice, financing statement, financing statement amendment, 540 instrument, document or agreement that Lender the Secured PartyLender may consider necessary or desirable to create, 541 preserve, continue, perfect or validate any security interest or other Lien granted under this 542 Agreement or which Lender the Secured PartyLender may consider necessary or desirable to exercise or enforce its rights 543 under this Agreement. Operator shall, at its expense, provide Lender upon its request (and in any 544 event, within forty-five (45) days of the date hereof) with one or more UCC search reports with 545 respect to each office in which a UCC filing may be required in order for Lender to validly 546 perfect its security interest in any or all of the Collateral, confirming that a UCC financing 547 statement has been filed in such office in favor of Xxxxxx Lender and that there are no other UCC 548 financing statements in effect with respect to any of the Collateral except those in favor of 549 Lender Xxxxxx and the Permitted Liens. Operator shall pay all filing costs, and all costs and expenses of 550 any record searches for financing statements. Without limiting the generality of the foregoing, 551 Lender the Secured PartyLender is authorized to file with respect to the Collateral, and Operator hereby authenticates such 552 filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or 553 more financing statements, financing statement amendments statements or other documents without the 554 signature of the Operator and to name therein the Operator as debtor and Xxxxxx the Secured PartyLender and/or HUD as secured 555 parties; and correct or complete, or cause to be corrected or completed, any financing statements 556 or other such documents as have been filed naming the Operator as debtor and Lender the Secured PartyLender and/or HUD, 557 as their interests may appear, as secured parties. The Operator hereby appoints Lender the Secured PartyLender as its 558 attorney-in-fact and authorizes Xxxxxxthe Secured PartyLender, acting alone on behalf of the Operator, to execute, 559 acknowledge, deliver, file and/or record any and all documents requiring execution by the Operator 560 and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the 561 obligations or covenants of the Operator under this Agreement. The power of attorney granted 562 hereby is coupled with an interest and is irrevocable. Lender The Secured PartyLender is also authorized by the Operator to 563 give notice to any Person that Lender the Secured PartyLender may consider necessary or desirable under applicable law 564 to preserve, perfect or protect Xxxxxxthe Secured Party'sLender’s and or HUD’s interests in the Collateral. Without 565 limiting the generality of the foregoing, with respect to any of the Collateral for which control of 566 such Collateral is a method of perfection under the UCC, including all of the Operator’s rights, titles 567 and interests in deposit accounts, investment property, electronic chattel paper and letter-of- 568 of-credit rights, the Operator shallwillshall, on XxxxxxSecured Party’sLender’s request, cause to be executed by each Person that 569 Lender the Secured PartyLender determines is appropriate, a control agreement in a form acceptable to Lender. Without 570 limiting any other requirements hereunder, Operator shall immediately notify Lender of any 571 action of Operator that negates, invalidates or otherwise adversely impacts the effectiveness of 572 the financing statements and shall cooperate with Lender with respect to the Secured Party. filing of any 573 amendments or additional financing statements. The foregoing sentence shall not be deemed to 574 permit Operator to take any such action that negates, invalidates or otherwise adversely impacts 575 the effectiveness of the financing statements. 576 15. OPERATIONS TRANSFER/COOPERATION IN EVENT OF 577 BORROWER-OPERATOR AGREEMENT TERMINATION. Upon the expiration or 578 earlier termination of the Borrower-Operator Agreement, Operator shall cooperate in any legal or 579 lawful manner necessary or required to permit XxxxxxLender, its successors and assigns, nominee, or a 580 HUD approved replacement operator (“Successor”) to continue to operate and maintain the 581 Healthcare Facility for the Approved Use in Operator’s name, place and stead, including the 582 execution and delivery of such operations transfer documents and or interim sublease or 583 management agreements as may be necessary or appropriate in order that Successor may bill and 584 operate in name of Operator pending receipt of a new license in Successor’s name. Operator 585 shall further execute such documentation as may be required to transfer its Medicare and 586 Medicaid provider agreements to the Successor. For this purpose, and to the extent not 587 prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints 588 LenderXxxxxx, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things 589 necessary or required by the state in which the Project is located or any other government entity 590 with jurisdiction over the Project, including, but not limited to, the provision of any and all 591 information and dates, the payment of fees and other charges, and the execution of documents, 592 all in the name of Operator. This power is coupled with an interest and is irrevocable. The 593 rights and remedies of Lender under this Section 15 are subject to the rights and remedies of 594 First Lender under the First Mortgage Documentsinterest.