Common use of Remedies on Default Clause in Contracts

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master XxxxxxTenant. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon the occurrence of an Event of Default------------------- Default and at any time thereafter: 19(a) The Secured Party may exercise and enforce any and all rights and remedies available upon default to a secured party under the Uniform Commercial Code. 19(b) The Secured Party shall have the right to enter upon and into and take possession of all or such part or parts of the properties of the Grantor, including lands, plants, buildings, Equipment, Inventory and other property as may be necessary or appropriate in the judgment of the Secured Party to permit or enable the Secured Party to manufacture, produce, process, store or sell or complete the manufacture, production, processing, storing or sale of all or any part of the Collateral, as the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payableelect, and whereupon the Obligations will be due to use and payable automatically operate said properties for said purposes and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment for such length of the Obligations; (B) exercise all of the rights and remedies afforded to time as the Secured Party (i) pursuant may deem necessary or appropriate for said purposes without the payment of any compensation to Grantor therefor. The Secured Party may require the terms of the Master Lease Documents Grantor to, and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being Grantor hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and applyagrees that it will, at its optionexpense and upon request of the Secured Party forthwith, assemble all or part of the net proceeds thereof, after deducting expenses of collection, Collateral as a credit upon any portion, as selected directed by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral Party and make it available to the Secured Party at a place or places to be designated by the Secured Party which is reasonably convenient to both partiesParty. 19(c) Any sale of Collateral may be in one or more parcels at public or private sale, at any of the Secured Party's offices or elsewhere, for cash, on credit, or for future delivery, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, upon such other terms as the Secured Party may reasonably believe are commercially reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given, and the Secured Party may adjourn any public or private sale from time to time by announcement made at the time and place fixed therefor, and such sale may, upon written notice without further notice, be made at the time and place to which it was so adjourned. 19(d) The Secured Party is hereby granted a license or other right to use, without charge, all of the Master TenantGrantor's property, takeincluding, without limitation, all of the Grantor's labels, trademarks, copyrights, patents and publicly advertising matter, or privately sell or conveyany property of a similar nature, full right, title and interest in and as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral, and the Grantor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit until the Obligations are paid in full. 19(e) If notice to the Grantor of any intended disposition of Collateral or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given in the manner specified for the giving of notice in Section 24 hereof at least ten calendar days prior to the date of intended disposition or other action, and the Secured Party to make a sale may exercise or enforce any and all other disposition of rights or remedies available by law or agreement against the Collateral, against the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale Grantor, or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under against any other Master Lease Document Person or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableproperty.

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon the occurrence of If there shall have occurred and be continuing an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to Default under the terms of the Master Lease Documents and the Loan DocumentsPurchase Agreement, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to then the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those shall have such rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law remedies with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in Collateral or any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, thereof and the proceeds of any thereof as are provided by the Code and such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The other rights and remedies of Lender with respect thereto which it may have at law or in equity or under this Section 10 are subject Security Agreement, including to the rights extent not inconsistent with the provisions of the Code or any other applicable Law, the right to take over and remedies collect the Collateral which consists of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, amounts owing to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and Grantor to the extent not prohibited by applicable law law. To this end, the Secured Party shall have the right to (a) transfer all or any part of any of the Collateral into the Secured Party's name or into the name of its nominee or nominees and thereafter receive all cash, stock and other dividends or distributions paid or payable in respect thereof, and otherwise act with respect thereto as the absolute owner thereof; (b) notify the obligors on any of the Collateral, whether accounts or otherwise, to make payment thereon directly to the Secured Party, whether or not the Grantor was theretofore making collections thereon; (c) take control of and manage the Collateral; (d) apply to the payment of the Secured Indebtedness, whether it be due and payable or not, any moneys, including cash dividends and income from the Collateral, now or hereafter in the hands of the Secured Party, on deposit or otherwise, belonging to Grantor, in accordance with Section 9 hereof; (e) endorse the name of the Grantor upon any checks or other evidences of payment or any document or instrument that may come into the possession of the Secured Party as proceeds of or relating to such Grantor's Collateral; (f) demand, xxx for, collect, compromise and give acquittances for the Collateral; (g) prosecute, defend or compromise any action, claim or proceeding with respect to the Healthcare AssetsCollateral; and (h) take such other action as the Secured Party may deem appropriate, Master Tenant irrevocably appoints including extending or modifying the terms of payment of the debtors of Grantor. In addition, upon the occurrence of an Event of Default but subject to any restrictions set forth in the Termination Agreement, Grantor, at the request of the Secured Party, its successors and assigns, as Master Xxxxxx’s true and lawful attorney-in-fact, to do shall assemble all things necessary or required by the state in which the Project is located or any other government authority with jurisdiction over portion of the Project, including, but not limited to, Grantor's Collateral at such locations as the provision .of any and all information and data, the payment of fees and other chargesSecured Party shall designate which are reasonably convenient to Grantor, and the execution Secured Party may sell, assign, give an option or options to purchase or otherwise dispose of documentsall or any part of the Collateral at any public or private sale at such place or places and at such time or times and upon such terms, all whether for cash or on credit, and in such manner, as the Secured Party may determine, and apply the proceeds so received in accordance with Section 9 hereof. Written notice of sale mailed by certified mail, return receipt requested, to the Grantor, at least ten (10) days prior to such sale shall be deemed reasonable notice. In the event of a breach by Grantor in the name performance of Master Xxxxxx. This power is coupled with an interest any of the terms of this Security Agreement, the Secured Party may demand specific performance of this Security Agreement and is irrevocableseek injunctive relief and may exercise any other remedy, available at law or in equity, it being recognized that the remedies of the Secured Party at law may not fully compensate the Secured Party for the damages it may suffer in the event of a breach hereof.

Remedies on Default. Upon the occurrence of If an Event of Default occurs, the Secured Party shall deliver to Master Tenant written Notice, as provided in paragraph 16, of the Event of Default, in order to provide Master Tenant an opportunity to cure, or cause to be cured, the Event of Default. The foregoing notwithstanding, if the Event of Default is a default pursuant to another document, Secured Party shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Master Tenant that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Master Xxxxxx’s failure to cure, or cause to be cured, the Event of Default within the applicable time period specified in the Notice, the Secured Party may then, or at any time after the occurrence and during failure to cure the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of this Agreement and/or any of the Master Lease Documents and the other Loan Documents, (ii) under the UCCUCC (as defined in Section 12 below), and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to Healthcare Assets); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section 1(b), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Agreement the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party Parties may, in their sole discretion and without further notice or demand, (a) declare all of the Secured Obligations to be immediately due and payable, (b) proceed immediately to exercise any and all of the Secured Parties’ rights, powers and privileges with respect to the Collateral, including, without limitation, the right to repossess or sell or otherwise dispose of the Collateral or any part thereof in such manner as the Secured Parties in their sole discretion may thenchoose, or (c) exercise any other right or remedy available by agreement, at any time after law, or in equity. All rights and remedies specified herein are cumulative and are in addition to such other rights and remedies as are available to the Secured Parties. Company agrees, upon request by the Secured Parties, to assemble the Collateral at a reasonable location for the Secured Parties and to make such Collateral available to the Secured Parties. Company authorizes the Secured Parties, upon the occurrence and during the continuation continuance of such an Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon enter the Obligations will be due and payable automatically and immediately, premises where the Collateral is without further notice or demand, which the Master Tenant expressly waives, demand and proceed to enforce payment without institution of legal proceedings. Any requirement imposed by law for reasonable notification of any intended disposition of the Obligations; Collateral shall be deemed reasonably and properly made if given in accordance with the provisions of Section 18 hereof at least ten (B10) exercise all calendar days prior to any public sale of the rights and remedies afforded Collateral of the time at which any private or other intended disposition of the Collateral is to be made; provided, however, no notice shall be required with respect to any Collateral which is perishable, threatens to decline speedily in value or is sold in or on a recognized market. Company hereby authorizes the Secured Party (i) Parties, pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or power-of-attorney granted in equity (subject, howeverSection 7 hereof, to any limitations imposed by applicable law); (C) collect sign and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, execute in the name of the Secured Party and/or its designees. Subject Company any intended transfer, conveyance of instrument in writing that may be necessary or desirable to the terms of this Agreement, and subject to effect any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred No disposition of any collateral shall extinguish any Secured Obligation of Company except to the extent that the proceeds from any such disposition are applied thereto by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableParties.

Remedies on Default. Upon the occurrence (a) Notwithstanding and without limiting any other provision of an Event of Defaultthis Agreement, the Secured Party may then, Guaranty or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) if at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards UCC (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to Loan Agreement) or the Uniform Commercial Code as then in effect in the jurisdiction in which the Collateral is held by Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written to the extent permitted by law, without being required to give any notice to Pledgor or to take or do any action (except as provided below): (i) apply any cash held by it hereunder in the Master Tenantmanner provided in SECTION 4(M); and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in SECTION 4(M)(I) and 4(M)(II), takecollect, receive, appropriate and publicly or privately sell or convey, full right, title and interest in and to realize upon the Collateral, Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of itand deliver the Collateral or any part thereof, in the name its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of the Secured Party's places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party and/or its designees. Subject to the terms of this Agreementmay deem best, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party may (except as its true and lawful attorney in fact to assign and transfer its interest in otherwise provided by law) be the purchaser of any or all of the Collateral if an Event so sold and thereafter may hold the same, absolutely, free from any right or claim of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, if it deems it advisable to make do so, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a sale view to the distribution or other disposition resale of the Collateral, the and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party and the Master Tenant agree may deem necessary in order that notice will not such sale may be unreasonable effected in such manner as to time if given in compliance comply with this Agreement ten all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser thereof. (10c) days before any Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or other disposition sales, the making of a public sale of the Collateral. All reasonable attorneys' and paralegal fees Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would require such actions on the part of Pledgor, would entail such expenses incurred and would subject Secured Party, any underwriter through whom the Collateral may be sold or any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by the Secured Party in good faith in accordance with the provisions of this ARTICLE IV may be at prices and on other terms less favorable to collect the Obligations, to retake, hold, prepare for seller than if the Collateral were sold at a public sale, and that Secured Party shall not have any obligation to dispose of take any steps in order to permit the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total priceat a public sale, and the proceeds of any such a private sale accounted for being considered or deemed to be a sale in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablea commercially reasonable manner.

Remedies on Default. (a) If at any time an Event of Default shall have occurred and be continuing, then Secured Party may, in addition to having the right to exercise any right or remedy of a secured party upon default under the UCC as then in effect in the jurisdiction in which the Collateral is held by Secured Party or its agent, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: (i) Apply any cash held by it hereunder in the manner provided in Section 4(c) below; and (ii) If there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Sections 4(c)(i), (c)(ii) and (c)(iii) below, collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or, Secured Party may, sell, assign, contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party's places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party or Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. In the event of a sale as aforesaid, Secured Party is authorized to, at any such sale, if it deems it advisable so to do, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other legal restrictions compliance with which would require such actions on the part of Pledgor, would entail such expenses, and would subject Secured Party, any underwriter through whom the Collateral may be sold and any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Section 4(a) may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party shall give Pledgor not less than ten (10) days' written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Party's places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. In no event shall any person be permitted to purchase any Collateral unless such person agrees to execute a joinder agreement to become a party to that certain Amended and Restated Shareholders Agreement dated August 8, 2000, among XM, the Company and the other parties thereto. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Upon the occurrence of an Event of Default, the Secured Party may then, or at any time after its nominee shall have the occurrence and during the continuation of such Event of Defaultright, upon written not less than one (1) day's notice to Master Tenant (A) declare Pledgor, to exercise any and all Obligations immediately due and payablerights of conversion, and whereupon exchange, subscription or any other rights, privileges or options pertaining to any shares of the Obligations will be due and payable automatically and immediatelyCollateral as if it were the absolute owner thereof, including, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B)limitation, the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned right to the Secured Party, and give proper receipts and acquittances therefor and applyexchange, at its optiondiscretion, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for upon the Secured Party to make a sale merger, consolidation, reorganization, recapitalization or other disposition readjustment of XM, or upon the exercise by XM of any right, privilege or option pertaining to any such shares of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given and, in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligationsconnection therewith, to retake, hold, prepare for sale, deposit and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, deliver any and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Secured Party may determine. On any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. It is expressly understood and agreed by Pledgor that Secured Party may exercise its rights under any other document providing security for the Secured Obligations may be sold for one total pricewithout exercising its rights or affecting the security provided hereunder, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights it is further understood and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit agreed by Pledgor that Secured Party may proceed against all or its successors any portion or portions of the Collateral and assigns, or its nominee to continue to operate all other collateral securing the Secured Obligations in such order and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints at such time as Secured Party, in its successors sole discretion, sees fit; and assigns, as Master Xxxxxx’s true and lawful attorney-in-fact, Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to do all things necessary or required by the state have been made in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablea commercially reasonable manner.

Remedies on Default. Upon the occurrence (Including Power of an Sale). If any Default or Event of DefaultDefault occurs, all of the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Brightstar Obligations shall be immediately due and payable, without notice and whereupon the Obligations will be due Secured Party shall have all the rights and payable automatically remedies of a secured party under the Uniform Commercial Code. Without limitation thereto, the Secured Party shall have the following rights and immediatelyremedies; (i) to take immediate possession of the Collateral, without notice or demandresort to legal process, and for such purpose, to enter upon any premises on which the Master Tenant expressly waivesCollateral or any part thereof may be situated and to remove the same therefrom, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and applyor, at its option, to render the net proceeds thereof, after deducting expenses Collateral unusable or dispose of collection, as a credit upon any portion, as selected by such Collateral on the Secured Party, of the ObligationsDebtor's premises; (Dii) to require the Master Tenant Debtor to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and Party; (E) without limiting the provisions of this Section , apply (or instruct another Person to applyiii) to exercise its right of set-off against amounts, if any, owed to the Obligations Debtor by the balance Secured Party, without advance notice, regardless of any deposit account that is part whether such accounts are general or special; (iv) to dispose of the Collateral. Without limitation of those rights and remedies, as a unit in parcels, separately or with any real property interests also securing the Brightstar Obligations, in any county or place selected by the Secured Party, at either private or public sale (at which public sale the Secured Party maymay be the purchaser) with or without having the Collateral physically present at said sale; (v) any notice of sale, upon written disposition or other action by the Secured Party required by law and sent to the Debtor at the Debtor's address shown above, or at such other address of the Debtor as may from time to time be shown on the records of the Secured Party, at least 10 days prior to such action, shall constitute reasonable notice to the Master Tenant, take, Debtor and publicly such notice shall be deemed given or privately sell or convey, full right, title and interest in and sent when mailed postage prepaid to the CollateralDebtor, or any part of it, in the name of address as provided herein; (vi) the Secured Party and/or its designees. Subject shall be entitled to apply the terms proceeds of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred payments received by the Secured Party with respect to collect any of the ObligationsCollateral, to retake, hold, prepare for sale, the Brightstar Obligations in such order and to dispose of the Collateral will be (i) payable to manner as the Secured Party on its demand for payment, (ii) part of the Obligations, may determine; and (iiivii) secured any Collateral that is subject to rapid declines in value and is customarily sold in recognized markets may be disposed of by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination in a recognized market for such collateral without providing notice of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablesale.

Remedies on Default. (a) Notwithstanding and without limiting any other provision of this Agreement or any of the Acquisition Documents, if at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the UCC (as defined in the Security Agreement) or applicable law or at equity, subject to the terms of the Subordination Agreement, Secured Party may, to the extent permitted by law, without being required to give any notice to Pledgor or to take or do any action (except as provided below): (i) apply any cash held by it hereunder in the manner provided in Section 4(1); and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Section 4(1)(i) and 4(1)(ii), collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party’s places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (c) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Article 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (d) If any applicable requirements under the Securities Act of 1933, as amended, or such other laws cannot be satisfied at the time of a proposed sale of the Pledged Collateral by Secured Party, Pledgor hereby agrees to substitute for the Pledged Collateral other property owned by Pledgor, free and clear of all Encumbrances, of at least equal value as the Pledged Collateral as of the date of such proposed sale. (e) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than ten (10) calendar days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker’s board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (f) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its Lien or security interest arising from this Agreement and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (h) Notwithstanding and without limiting any other provision of this Agreement or any of the Acquisition Documents, upon the occurrence and continuation of an Event of Default, subject to the terms of the Subordination Agreement, Secured Party may then, or at any time after its nominee shall have the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediatelyright, without notice to or demandthe consent of Pledgor, which the Master Tenant expressly waivesto exercise any and all rights of conversion, exchange or subscription and proceed any other rights, privileges or options pertaining to enforce payment any of the Obligations; (B) exercise Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to transfer, sell, dispose of or exchange, at its discretion, any or all of the rights Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgor or Subsidiary of Pledgor or such other Person. (i) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any Governmental Authority or officer or court. (j) Pledgor hereby acknowledges, understands and remedies afforded to the agrees that Secured Party (i) pursuant to may exercise its rights under the terms Acquisition Documents, whether or not they provide security for any of the Master Lease Documents Secured Obligations, without exercising its rights hereunder or affecting the security provided hereunder, and the Loan Documents, (ii) may proceed against all or any portion of the Pledged Collateral and all other collateral securing any of the Secured Obligations in such order and at such time as determined by Secured Party in its sole discretion. Pledgor hereby expressly waives any rights under the UCCdoctrine of marshalling of assets. (k) Pledgor hereby acknowledges, and/or understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner. (l) The proceeds of any collection, recovery, receipt, appropriation, realization, transfer, exchange, disposition or sale as aforesaid shall be applied by Secured Party in the following order: (i) First, to the payment of all costs and expenses of every kind incurred by Secured Party in connection therewith or incidental to the care, safekeeping or otherwise of any of the Pledged Collateral, and to the payment of all sums which Secured Party may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Pledged Collateral or any part thereof, and all other payments that Secured Party may be required or authorized to make under any provision of this Agreement including, without limitation, in-house documentation and diligence fees, search, audit, recording, and filing fees and expenses and reasonable attorneys’ fees and expenses; (ii) Second, to the payment of any other amounts due under the Secured Obligations (to be applied in accordance with the Security Agreement); (iii) by law and/or in equity (subject, howeverThird, to the satisfaction of indebtedness secured by any limitations imposed by applicable law); (C) collect and receive subordinate security interest of record in the Pledged Collateral if written notification of demand therefor is received before distribution of the proceeds is completed; provided that the holder of all Awards (as defined in Exhibit B), the rights a subordinate security interest shall furnish reasonable proof of Master Tenant thereto and shares of Master Tenant therein being hereby assigned its interest to the Secured Party, and give proper receipts and acquittances therefor and applyunless it does so, at Secured Party need not address its optionclaims; and (iv) Finally, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place payment to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance Pledgor of any deposit account surplus then remaining from such proceeds, unless otherwise required by law or directed by a court of competent jurisdiction; provided that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice Pledgor shall be liable for any deficiency if such proceeds are insufficient to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name satisfy all of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party may then, or at any time after the after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section 10(a), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. (a) If at any time an Event of Default shall have occurred and be continuing, then Secured Party may, in addition to having the right to exercise any right or remedy of a secured party upon default under the UCC, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: (i) Apply any cash held by it hereunder in the manner provided in Section 4(c) below; and (ii) Subject to Section 4(d), if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Sections 4(c)(i) and (c)(ii) below, collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or, Secured Party may, sell, assign, contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party's residences or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. In the event of a sale as aforesaid, Secured Party is authorized to, at any such sale, if it deems it advisable so to do, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other legal restrictions compliance with which would require such actions on the part of Pledgor, would entail such expenses, and would subject Secured Party, any underwriter through whom the Collateral may be sold and any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Section 4(a) may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party shall give Pledgor not less than ten (10) days' written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Upon the occurrence of an Event of Default, the Secured Party may thenor its nominee shall have the right to exercise any and all rights of conversion, exchange, subscription or at any time after other rights, privileges or options pertaining to any shares of the occurrence and during Collateral as if it were the continuation of such Event of Defaultabsolute owner thereof, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediatelyincluding, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B)limitation, the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned right to the Secured Party, and give proper receipts and acquittances therefor and applyexchange, at its optiondiscretion, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for upon the Secured Party to make a sale merger, consolidation, reorganization, recapitalization or other disposition readjustment of Company, or upon the exercise by Company of any right, privilege or option pertaining to any such shares of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given and, in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligationsconnection therewith, to retake, hold, prepare for sale, deposit and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, deliver any and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Secured Party may determine. On any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. It is expressly understood and agreed by Pledgor that Secured Party may exercise its rights under any other document providing security for the Secured Obligations may be sold for one total pricewithout exercising its rights or affecting the security provided hereunder, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights it is further understood and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit agreed by Pledgor that Secured Party may proceed against all or its successors any portion or portions of the Collateral and assigns, or its nominee to continue to operate all other collateral securing the Secured Obligations in such order and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints at such time as Secured Party, in its successors sole discretion, sees fit; and assigns, as Master Xxxxxx’s true and lawful attorney-in-fact, Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to do all things necessary or required by the state have been made in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablea commercially reasonable manner.

Remedies on Default. Upon (a) If an Event of Default occurs under this Agreement, the occurrence Secured Party\Borrower shall deliver to Operator written notice, as provided in paragraph 16, of an the Event of Default, in order to provide Operator an opportunity to cure the Event of Default within thirty (30) days. The foregoing notwithstanding, if the Event of Default is a default pursuant to the Operator Agreement or the Operator’s Regulatory Agreement, Secured Party\Borrower shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Operator that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Operator’s failure to cure the Event of Default within the applicable time period specified in the notice, the Secured Party Party\Borrower may then, or at any time after the occurrence and during failure to cure the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) Party\Borrower and/or pursuant to the terms of the Master Lease Documents this Agreement and the Loan Documents, (ii) under the UCCUCC (as defined in Section 12 below), and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to Healthcare Assets); (CB) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured PartyParty\Borrower, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured PartyParty\Borrower, of the Obligations; (DC) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party Party\Borrower at a place to be designated by the Secured Party Party\Borrower which is reasonably convenient to both parties, and (ED) without limiting the provisions of this Section 1(b), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. [[The acceleration clause was deleted because the Operator is not a borrower under the Note]] (b) Without limitation of those rights and remedies, the Secured Party Party\Borrower may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Party\Borrower and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to Agreement the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party Party\Borrower as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. . (c) If any notice is required by law for the Secured Party Party\Borrower to make a sale or other disposition of the Collateral, the Secured Party Party\Borrower and the Master Tenant Operator agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.ten

Remedies on Default. Upon Notwithstanding any provision to the contrary in any agreements executed contemporaneously herewith, upon the occurrence of an any Event of DefaultDefault hereunder, the Secured Party may then, or at any time after shall notify HCI in writing of the occurrence nature and during the continuation extent of such Event default and of Defaultthe period of time, upon written notice to Master Tenant which shall be not less than thirty (A30) declare all Obligations immediately due and payabledays, and whereupon the Obligations during which HCI or Bernatowicz will be due and payable automatically and immediatelyexpected to remedy such default or defaults; provided, without notice or demandof course, which that a remedy is available. If, at the Master Tenant expressly waives, and proceed to enforce payment expiration of the Obligations; (B) exercise all of the rights and remedies afforded to the period specified in such notice, such default or defaults have not been substantially remedied, Secured Party (i) shall be entitled to: 6.1 Enforce the Security Interest pursuant to the terms of applicable Uniform Commercial Code, the Master Lease Documents and the Loan DocumentsUnited States Code, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to or any limitations imposed by other applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, for purposes hereof ten (10) days' notice shall be deemed to be reasonable notice of any intent to sell the Collateral at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant public or private sale; 6.2 Require HCI to assemble the Collateral and the records pertaining thereto and make it them available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesParty; 6.3 To the fullest extent permitted by law, enter any premises of HCI and (E) without limiting take possession of the provisions Collateral and of this Section , apply (or instruct another Person to apply) the records pertaining to the Obligations Collateral; 6.4 Grant extensions, compromise claims and settle accounts for less than the balance of face value thereof in good faith and in a commercially reasonable manner, all without prior notice to HCI; 6.5 Use, in connection with any deposit account that is part assembly or disposition of the Collateral. Without limitation of those rights and remedies, any trademark, trade name, trade style, copyright, patent right or technical process used or utilized by HCI, including "Hydro Components;" 6.6 Take such measures as the Secured Party mayshall deem necessary or advisable to preserve, upon written notice to process, develop, maintain, protect, care for or insure the Master Tenant, takeCollateral or any portion thereof, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant Hci hereby irrevocably constitutes and appoints the Secured Party as its true and lawful attorney in attorney-in-fact to assign perform all acts and transfer things in connection therewith; 6.7 Cause the Collateral to be transferred to the Secured Party's name or to the name of its interest in nominee; 6.8 Exercise as to the Collateral all the rights, powers and remedies of any or owner necessary to the exercise of its rights under this Agreement; and 6.9 In addition to being entitled to proceed to exercise with respect to the Collateral all of the Collateral if an Event of Default occurs. This power is coupled with an interest rights and is irrevocable. If any notice is required by law for remedies available to a secured party upon default under the Secured Party to make a sale applicable Uniform Commercial Code, the United States Code or other disposition of the Collateralapplicable law, the Secured Party shall have those other rights and the Master Tenant agree that notice will not remedies provided herein and such other rights and remedies as may be unreasonable as to time if given in compliance with this Agreement ten (10) days before provided by law. Each purchaser at any sale of the Collateral shall hold such Collateral absolutely free from any claim or right on the part of HCI. To the full extent permitted by law, HCI hereby waives (i) all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted and (ii) any right which it may have to demand a hearing or other disposition judicial or administrative proceeding prior to the enforcement of the CollateralSecured Part of any of its rights and remedies hereunder. All reasonable attorneys' Any public or private sale of the Collateral or any portion thereof shall be held at such time or times within ordinary business hours and paralegal fees and other legal expenses incurred by at such place or places as the Secured Party may fix in the notice of sale, and at any such sale the Collateral, or the portion thereof to collect be sold, may be sold in one block, as an entirety or separately, as the ObligationsSecured Party may determine. Any sale may be conducted by an auctioneer or by an officer, attorney or agent of the Secured Party. The parties hereto agree that five (5) days' notice of any proposed sale is acceptable and reasonable. The Secured Party may be a purchaser at any public or private sale. The Secured Party shall not be obligated to retakemake any sale of the Collateral or any portion thereof if it determines not to do so, holdregardless of the fact that notice of sale of the Collateral may have been given. The Secured Party may, prepare without notice or publication, adjourn a public or private sale of the Collateral or cause the same to be adjourned from time to time by announcement, at the time and place fixed for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account may, without distinction among further notice, be made at the items of security or without assigning time and place to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablesame was so adjourned.

Remedies on Default. Upon the occurrence of (a) If an Event of Default occurs, the Secured Party shall deliver to Operator written Noticenotice, as provided in paragraph 16, of the Event of Default, in order to provide Operator an opportunity to cure the Event of Default within thirty (30) days. The foregoing notwithstanding, if the Event of Default is a default pursuant to another document, Secured Party shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Operator that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Operator’s failure to cure the Event of Default within the applicable time period specified in the Noticenotice, the Secured Party may then, or at any time after the occurrence and during failure to cure the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of this Agreement and/or any of the Master Lease Documents and the other Loan Documents, (ii) under the UCCUCC (as defined in Section 12 below), and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to Healthcare Assets); (CCB) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (DDC) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (EED) without limiting the provisions of this Section 1(b), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. . (b) Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to Agreement the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. . (c) If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant Operator agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. . (d) The Master Tenant Operator further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Operator hereby waiving the application of any doctrine of marshaling. . (e) The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant Operator shall cooperate in any legal and lawful manner necessary or required, to permit the Secured Party or its successors and assigns, or its nominee assigns to continue to operate and maintain the Healthcare Heatlhcare Facility for the Approved Use as a [nursing home // assisted living facility] in Master Tenant’s Operator's name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant Operator irrevocably appoints the Secured Party, its successors and assigns, as Master Xxxxxx’s 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 authority entity with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxxthe Operator. This power is coupled with an interest and is irrevocableinterest.

Remedies on Default. Upon (a) Notwithstanding and without limiting any other provision of this Agreement or any of the occurrence of Loan Documents, if at any time an Event of DefaultDefault shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the Code or applicable law or at equity, Secured Party may, to the extent permitted by law, without being required to give any notice to Pledgor or to take or do any action (except as provided below): (i) apply any cash held by it hereunder in the manner provided in Section 4(k); and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Section 4(k)(i) and 4(k)(ii), collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party's places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may thenreasonably deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may reasonably deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (c) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, so long as any such sale is conducted in a commercially reasonable manner, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Article 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (d) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and to the extent permitted by law, Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than ten (10) calendar days' written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Party's places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made and, if known, the location of such sale. Any such notice given as aforesaid shall be deemed to be reasonable notification. (e) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time after or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (f) Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (g) Notwithstanding and without limiting any other provision of this Agreement or any of the Loan Documents, upon the occurrence and during the continuation of such an Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon Secured Party or its nominee shall have the Obligations will be due and payable automatically and immediatelyright, without notice to or demandthe consent of Pledgor, which the Master Tenant expressly waivesto exercise any and all rights of conversion, exchange or subscription and proceed any other rights, privileges or options pertaining to enforce payment any of the Obligations; (B) exercise Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to transfer, sell, dispose of or exchange, at its discretion, any or all of the rights Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgor or the applicable Guarantor, or Subsidiary of Pledgor or such other Person. (h) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any Governmental Authority or officer or court. (i) Pledgor hereby acknowledges, understands and remedies afforded to the agrees that Secured Party (i) pursuant to the terms of the Master Lease Documents and may exercise its rights under the Loan Documents, whether or not they provide security for any of the Secured Obligations, without exercising its rights hereunder or affecting the security provided hereunder, and (ii) may proceed against all or any portion of the Pledged Collateral and all other collateral securing any of the Secured Obligations in such order and at such time as determined by Secured Party in its sole discretion. Pledgor hereby expressly waives any rights under the UCCdoctrine of marshalling of assets. (j) Except as otherwise set forth above, and/or Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner. (k) The proceeds of any collection, recovery, receipt, appropriation, realization, transfer, exchange, disposition or sale as aforesaid shall be applied by Secured Party in the following order: (i) First, to the payment of all reasonable costs and expenses of every kind incurred by Secured Party in connection therewith or incidental to the care, safekeeping or otherwise of any of the Pledged Collateral, and to the payment of all sums which Secured Party may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Pledged Collateral or any part thereof, and all other payments that Secured Party may be required or authorized to make under any provision of this Agreement including, without limitation, reasonable in-house documentation and diligence fees, search, audit, recording, and filing fees and expenses and reasonable attorneys' fees and expenses; (ii) Second, to the payment of any other amounts due under the Secured Obligations (to be applied in accordance with the Loan Agreement); (iii) by law and/or in equity (subject, howeverThird, to the satisfaction of indebtedness secured by any limitations imposed by applicable law); (C) collect and receive subordinate security interest of record in the Pledged Collateral if written notification of demand therefor is received before distribution of the proceeds is completed; provided that the holder of all Awards (as defined in Exhibit B), the rights a subordinate security interest shall furnish reasonable proof of Master Tenant thereto and shares of Master Tenant therein being hereby assigned its interest to the Secured Party, and give proper receipts and acquittances therefor and applyunless it does so, at Secured Party need not address its optionclaims; and (iv) Finally, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place payment to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance Pledgor of any deposit account surplus then remaining from such proceeds, unless otherwise required by law or directed by a court of competent jurisdiction; provided that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice Pledgor shall be liable for any deficiency if such proceeds are insufficient to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name satisfy all of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. (a) Notwithstanding and without limiting any other provision of this Agreement or any of the Debenture Documents, if at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the UCC (as defined in the Security Agreement) or applicable law or at equity, subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement, Secured Party may, to the extent permitted by law, without being required to give any notice to Pledgor or to take or do any action (except as provided below): (i) apply any cash held by it hereunder in the manner provided in Section 4(1); and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Section 4(1)(i) and 4(1)(ii), collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party’s places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (c) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Article 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (d) If any applicable requirements under the Securities Act of 1933, as amended, or such other laws cannot be satisfied at the time of a proposed sale of the Pledged Collateral by Secured Party, Pledgor hereby agrees to substitute for the Pledged Collateral other property owned by Pledgor, free and clear of all Encumbrances, of at least equal value as the Pledged Collateral as of the date of such proposed sale. (e) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than ten (10) calendar days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker’s board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (f) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its Lien or security interest arising from this Agreement and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (h) Notwithstanding and without limiting any other provision of this Agreement or any of the Debenture Documents, upon the occurrence and continuation of an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant subject to the terms of the Master Lease Documents Subordination Agreement and the Loan DocumentsJunior Subordination Agreement, (ii) under Secured Party or its nominee shall have the UCCright, and/or (iii) by law and/or in equity (subject, howeverwithout notice to or the consent of Pledgor, to exercise any limitations imposed by applicable law); (C) collect and receive all rights of conversion, exchange or subscription and any other rights, privileges or options pertaining to any of the proceeds of all Awards (Pledged Collateral as defined in Exhibit B)if it were the absolute owner thereof, including, without limitation, the rights right to transfer, sell, dispose of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and applyor exchange, at its optiondiscretion, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Pledged Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for upon the Secured Party to make a sale merger, consolidation, reorganization, recapitalization or other disposition readjustment of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale Pledgor or Subsidiary of Pledgor or such other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be Person. (i) payable to the Secured Party on its demand for payment, (ii) On any sale of any part of the ObligationsPledged Collateral, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any exercise violation of applicable law or in order to obtain any required approval of the purchaser(s) by any Governmental Authority or officer or court. (j) Pledgor hereby acknowledges, understands and agrees that Secured Party (i) may exercise its rights under the Debenture Documents, whether or not they provide security for any of the Secured Party under this Agreement Obligations, without exercising its rights hereunder or under any other Master Lease Document or Loan Documentaffecting the security provided hereunder, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) may proceed against all or any portion of the Pledged Collateral and/or and all other collateral securing any other security for of the Secured Obligations may in such order and at such time as determined by Secured Party in its sole discretion. Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. (k) Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be sold for one total price, and the made in a commercially reasonable manner. (l) The proceeds of any such collection, recovery, receipt, appropriation, realization, transfer, exchange, disposition or sale accounted for as aforesaid shall be applied by Secured Party in one account without distinction among the items following order: (i) First, to the payment of security all costs and expenses of every kind incurred by Secured Party in connection therewith or without assigning incidental to them any proportion of such proceedsthe care, the Master Tenant hereby waiving the application safekeeping or otherwise of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purposePledged Collateral, and to the extent not prohibited by applicable law with respect payment of all sums which Secured Party may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Pledged Collateral or any part thereof, and all other payments that Secured Party may be required or authorized to make under any provision of this Agreement including, without limitation, in-house documentation and diligence fees, search, audit, recording, and filing fees and expenses and reasonable attorneys’ fees and expenses; (ii) Second, to the Healthcare Assetspayment of any other amounts due under the Secured Obligations (to be applied in accordance with the Security Agreement); (iii) Third, Master Tenant irrevocably appoints to the satisfaction of indebtedness secured by any subordinate security interest of record in the Pledged Collateral if written notification of demand therefor is received before distribution of the proceeds is completed; provided that the holder of a subordinate security interest shall furnish reasonable proof of its interest to Secured Party, and unless it does so, Secured Party need not address its successors and assigns, as Master Xxxxxx’s true and lawful attorney-in-factclaims; and (iv) Finally, to do all things necessary or the payment to Pledgor of any surplus then remaining from such proceeds, unless otherwise required by law or directed by a court of competent jurisdiction; provided that Pledgor shall be liable for any deficiency if such proceeds are insufficient to satisfy all of the state in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableSecured Obligations.

Remedies on Default. Upon (a) Notwithstanding and without limiting any other provision of this Agreement, the occurrence Loan Agreement or any of the Loan Documents, if at any time an Event of DefaultDefault shall have occurred and be continuing, the then, Secured Party may thenfrom time to time in its discretion, without limitation and without notice except as expressly provided below or by law: (i) exercise in respect of the Pledged Collateral, in addition to any other rights or remedies provided for herein, under the other Loan Documents or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Pledged Collateral); and (ii) to the extent permitted by applicable law, without being required to give any notice to Pledgor or to take or do any action (except as provided below or by law): (A) apply any cash held by it hereunder in the manner provided in Section 4(l); and (B) collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party’s places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, if it deems it advisable to do so, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (c) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would require such actions on the part of Pledgor, would entail such expenses and would subject Secured Party, any underwriter through whom the Pledged Collateral may be sold or any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Article 4, may be at prices and on other terms less favorable to the Pledgor than if the Pledged Collateral were sold at a public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale, such a private sale being considered or deemed to be a sale in a commercially reasonable manner and that Secured Party shall have no obligation to delay the sale of any Pledged Collateral for the period of time after necessary to permit their registration under the occurrence Securities Act of 1933, as amended (the “Securities Act”). Pledgor further acknowledges and during agrees that any offer to sell any Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the continuation financial community of Dallas, Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC (or any successor or similar, applicable statutory provision), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that Secured Party or one or more of the Lender Parties may, in such event, bid for the purchase of such Event Pledged Collateral. (d) Pledgor also hereby acknowledges that any private sale of Defaultthe Pledged Collateral may be subject to compliance with federal and state securities and/or other laws. (e) Each purchaser at any such sale shall hold the property sold, upon absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than ten (10) calendar days written notice of its intention to Master Tenant make any such public or private sale. In the case of a public sale, such notice shall state the time and place fixed for such sale, and, in case of a sale at broker’s board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. In the case of a private sale, such notice shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (Af) declare all Obligations immediately due Any such public sale shall be held at such time or times within ordinary business hours and payableat such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, and whereupon the Obligations will as Secured Party may determine. Secured Party shall not be due and payable automatically and immediatelyobligated to make any sale pursuant to any such notice. Secured Party may, without notice or demandpublication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the Master Tenant expressly waives, and proceed to enforce payment same may be so adjourned. In case of any sale of all or any part of the Obligations; (B) exercise all Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the rights failure of such purchaser to take up and remedies afforded pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (h) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any Governmental Authority. (i) Pledgor hereby acknowledges, understands and agrees that Secured Party (i) pursuant to may exercise its rights under the terms of the Master Lease Documents Loan Agreement and the other Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to whether or not they provide security for any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retakewithout exercising its rights hereunder or affecting the security provided hereunder, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) may proceed against all or any portion of the Pledged Collateral and/or and all other collateral securing any of the Secured Obligations in such order and at such time as determined by Secured Party in its sole discretion. Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. (j) Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner, and shall result in such sale or disposition being considered and deemed to have been made in a commercially reasonable manner. (k) Each of the rights, powers and remedies provided herein, or in the Loan Agreement or any Loan Document, or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law, in equity, by statute or otherwise. The exercise of any such right, power or remedy shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies. No notice to or demand on Pledgor in any case shall entitle Pledgor to any other security for the Obligations may be sold for one total price, and the notice or demand in similar or other circumstances. (l) The proceeds of any such collection, recovery, receipt, appropriation, realization, transfer, exchange, disposition or sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant as aforesaid shall cooperate in any legal and lawful manner necessary or required, to permit be applied by Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all provided in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableLoan Agreement.

Remedies on Default. 503 (a) Upon the occurrence of an Event of Default, the Secured Party may then, or at any 504 time after the occurrence and during the continuation of such Event of Default, upon written 505 notice to Master Tenant Xxxxxx (A) declare all Obligations immediately due and payable, and whereupon 506 the Obligations will be due and payable automatically and immediately, without notice or demand, 507 which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) 508 exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the 509 Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or 510 in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive 511 the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and 512 shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper 513 receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after 514 deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, 515 of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available 516 to the Secured Party at a place to be designated by the Secured Party which is reasonably 517 convenient to both parties, and (E) without limiting the provisions of this Section , apply (or 518 instruct another Person to apply) to the Obligations the balance of any deposit account that is part 519 of the Collateral. 520 (b) Without limitation of those rights and remedies, the Secured Party may, upon 521 written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title 522 and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its 523 designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law 524 with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the 525 Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of 526 the Collateral if an Event of Default occurs. This power is coupled with an interest and is 527 irrevocable. 528 (c) If any notice is required by law for the Secured Party to make a sale or other 529 disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not 530 be unreasonable as to time if given in compliance with this Agreement ten (10) days before any 531 sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other 532 legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare 533 for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand 534 for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party may then, or at any time after the after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section 10(a),, apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon (a) If an Event of Default occurs under this Agreement, the occurrence Secured Party/Borrower shall deliver to Master Tenant written notice, as provided in paragraph 17, of an the Event of Default, in order to provide Master Tenant an opportunity to cure, or cause to be cured, the Event of Default within thirty (30) days. The foregoing notwithstanding, if the Event of Default is a default pursuant to the Master Lease or the Master Tenant’s Regulatory Agreement, Secured Party/Borrower shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Master Tenant that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Master Tenant’s failure to cure, or cause to be cured, the Event of Default within the applicable time period specified in the notice, the Secured Party Party/Borrower may then, or at any time after the occurrence and during failure to cure the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) Party/Borrower and/or pursuant to the terms of the Master Lease Documents this Agreement and the Loan Documents, (ii) under the UCCUCC (as defined in Section 13 below), and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to Healthcare Assets); (CB) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party/Borrower, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party/Borrower, of the Obligations; (DC) require the Master Tenant to assemble the Collateral and make it available to the Secured Party Party/Borrower at a place to be designated by the Secured Party Party/Borrower which is reasonably convenient to both parties, and (ED) without limiting the provisions of this Section 1(b), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. [[The acceleration clause was deleted because it is inappropriate for a Master Tenant which is not a borrower under the Note]] (b) Without limitation of those rights and remedies, the Secured Party Party/Borrower may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Party/Borrower and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Agreement the Master Tenant hereby constitutes and appoints the Secured Party Party/Borrower as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. . (c) If any notice is required by law for the Secured Party Party/Borrower to make a sale or other disposition of the Collateral, the Secured Party Party/Borrower and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party Party/Borrower to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party Party/Borrower on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. . (d) The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party Party/Borrower under this Agreement or under any other Master Lease Document or Loan DocumentAgreement, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable. (e) [[SEE NEW SECTION 16]]

Remedies on Default. Upon the occurrence and during the continuance of an Event of Default, the either Secured Party may then, exercise any or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to provided (a) by this Agreement, and/or (b) by any applicable law. Without limiting the generality of the foregoing, upon the occurrence and continuance of an Event of Default, either Secured Party may (i) pursuant instruct the secretary of UDC to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, pay all dividends to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, (ii) sell the net proceeds Collateral or any part thereof, after deducting expenses without recourse to judicial proceedings, with the right to bid for and buy, free from any right of collectionredemption, as a credit upon any portion, as selected by ten (10) days' notice (which notice is agreed to be reasonable notice for the Secured Partypurposes hereof) to the Pledgor, of the Obligations; time and place of sale, for cash, upon credit or for future delivery, at such Secured Party's option and in such Secured Party's complete discretion: (Da) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party public sale, including a sale at any broker's board or exchange; (b) at private sale in any commercially reasonable manner which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of it1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation. Secured Party is also hereby authorized, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as it may deem required or appropriate in the name event of sale or disposition of any of the Collateral. In connection with the sale of any of the Collateral, each Secured Party and/or its designees. Subject is authorized, but not obligated, to limit prospective purchasers to the terms extent deemed necessary or desirable by such Secured Party to render such sale exempt from the registration requirements of this Agreementthe Securities Act of 1933, as amended, and subject to any restrictions in applicable law with respect to the Healthcare Assetsstate securities laws, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all sale of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required so made in good faith by law for the such Secured Party shall be deemed to make a be commercially reasonable. In connection with any such sale or other disposition of in accordance with the Collateralprovision hereof, the each Secured Party and shall be authorized to deliver the Master Tenant agree that notice will not be unreasonable as Shares to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of upon the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion order of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon the occurrence and during the continuance of an Event of Default, the Secured Party may then, exercise any or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded provided (a) by this Agreement, and/or (b) by any other applicable law. Without limiting the generality of the foregoing, upon the occurrence and continuance of an Event of Default and subject to the prior rights, liens and powers of Norwest on behalf of the Holders, Secured Party may (i) pursuant instruct the secretary of Quest to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, pay all dividends to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, (ii) sell Secured Party's interest in the net proceeds Collateral or any part thereof, after deducting expenses without recourse to judicial proceedings, with the right to bid for and buy, free from any right of collectionredemption, as a credit upon any portion, as selected by ten (10) days' notice (which notice is agreed to be reasonable notice for the Secured Partypurposes hereof) to the Pledgor, of the Obligations; time and place of sale, for cash, upon credit or for future delivery, at Secured Party's option and in Secured Party's complete discretion: (Da) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party public sale, including a sale at any broker's board or exchange; (b) at private sale in any commercially reasonable manner which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of it1933, as amended, or the rules and regulations promulgated thereunder, or any other law or regulation. Secured Party is also hereby authorized, but not obligated, to take such actions, give such notices, obtain such consents, and do such other things as it may deem required or appropriate in the name event of sale or disposition of any of the Secured Party and/or its designeesCollateral. Subject to In connection with the terms sale of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and is authorized, but not obligated, to limit prospective purchasers to the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale extent deemed necessary or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred desirable by the Secured Party to collect render such sale exempt from the Obligationsregistration requirements of the Securities Act of 1933, to retake, hold, prepare for saleas amended, and to dispose any applicable state securities laws, and any sale of the Collateral will be (i) payable to the so made in good faith by Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateralshall be deemed to be commercially reasonable. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any Any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are shall be subject to the rights and remedies prior security interest of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility Norwest for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to benefit of the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableHolders.

Remedies on Default. Upon the occurrence of (a) If an Event of Default occurs, the Secured Party shall deliver to Operator written notice, as provided in paragraph 16, of the Event of Default, in order to provide Operator an opportunity to cure the Event of Default within thirty (30) days. The foregoing notwithstanding, if the Event of Default is a default pursuant to another document, Secured Party shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Operator that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Operator’s failure to cure the Event of Default within the applicable time period specified in the notice, the Secured Party may then, or at any time after the occurrence and during failure to cure the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of this Agreement and/or any of the Master Lease Documents and the other Loan Documents, (ii) under the UCCUCC (as defined in Section 12 below), and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to Healthcare Assets); (CB) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (DC) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (ED) without limiting the provisions of this Section 1(b), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. . (b) Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to Agreement the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. . (c) If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant Operator agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. . (d) The Master Tenant Operator further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Operator hereby waiving the application of any doctrine of marshaling. The rights . (e) [Deleted and remedies of Lender under this moved to new Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable15.]

Remedies on Default. (a) Upon the occurrence of an any Event of DefaultDefault described in Section 7(a)(j), any and all of the Indebtedness (including, without limitation, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (AOther Agreement) declare all Obligations shall automatically become immediately due and payable, and whereupon without any action by any person or entity. Upon the Obligations will occurrence of any other Event of Default under this Agreement, the Secured Party, at its option, may declare any or all of the Indebtedness (including, without limitation, the Other Agreement) to be immediately due and payable automatically and immediatelypayable, without demand or notice to Customer or demandany Guarantor. The obligations and liabilities accelerated thereby shall bear interest (both before and after any judgment) until paid in full at the lower of eighteen percent (18%) per annum or the maximum rate not prohibited by applicable law. (b) Upon such declaration of default, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise Secured Party shall have all of the rights and remedies afforded to the of a Secured Party under the Uniform Commercial Code, and under any other applicable law. Without limiting the foregoing, Secured Party shall have the right to (i) pursuant to the terms notify any Customer of Customer or any obligor on any instrument which constitutes part of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, Collateral to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned make payment to the Secured Party, (ii) with or without legal process, enter any premises where the Collateral may be and give proper receipts take possession and/or remove said Collateral from said premises, (iii) sell the Collateral at public or private sale, in whole or in part, and acquittances therefor have the right to bid and applypurchase at said sale, at its optionand/or (iv) lease or otherwise dispose of all or part of the Collateral, applying proceeds therefrom to the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected obligations then in default. If requested by the Secured Party, of the Obligations; (D) require the Master Tenant to Customer shall promptly assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in may also render any or all of the Collateral if an Event unusable at the Customer's premises and may dispose of Default occurssuch Collateral on such premises without liability for rent or costs. This power is coupled with an interest and is irrevocable. If any Any notice which Secured Party is required by law for to give to Customer under the Secured Party to make a Uniform Commercial Code of the time and place of any public sale or the time after which any private sale or other intended disposition of the Collateral, Collateral is to be made shall be deemed to constitute reasonable notice if such notice is given to the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten last known address of Customer at least five (105) days before prior to such action. (c) Proceeds from any sale or lease or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligationsshall be applied: first, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.reasonably costs of

Remedies on Default. (a) Upon the occurrence of an Event of Default, the Secured Party may thenmay, by notice to the Debtor, declare the aggregate unpaid principal balance of the Note, together with all unpaid accrued interest thereon, if any, due to the Event of the Default, to be immediately due and payable and thereupon all such amounts shall be and become immediately due and payable to Secured Party. Upon such acceleration, the Secured Party, shall have the rights, privileges, powers and remedies provided a secured party under the UCC and any other applicable law. Upon the existence or at any time after the occurrence and during the continuation of such an Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant may require Debtor to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble make the Collateral and make it available to the Secured Party at a place or places designated by Secured Party. (b) Without in any way requiring notice to be designated given in the following time and manner, Debtor agrees that any notice by Secured Party of sale, disposition, or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to Debtor if such notice is mailed by regular or certified mail postage prepaid, at least five days prior to such action, to Debtor's address specified above or to any other address which Debtor has specified in writing to Secured Party as the address to which is reasonably convenient notices hereunder shall be given to both partiesDebtor. (c) After an Event of Default, Secured Party may demand, collect and sue on any of the Collateral (E) in either Debtor's or Secured Party's xxxe at the latter's option); may enforce, compromise, settle or discharge such Collateral without limiting the provisions of this Section , apply (or instruct another Person to apply) to discharging the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the thereof; and may indorse Debtor's name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and datachecks, the payment of fees and or other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableinstruments pertaining to or constituting Collateral.

Remedies on Default. 7.1 Upon the occurrence of an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded subject to the Secured Party (i) pursuant to Financing Orders, the terms of the Master Lease Loan Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remediesclause 7.2 below, the Secured Party may: (a) (if it has not already done so), upon written complete the instruments of transfer of the securities forming all or part of the Collateral on behalf of the Debtor and any nominee of the Debtor; (b) serve notice to on the Master TenantDebtor specifying the particular Event of Default and after any such service of notice the Secured Party may, takein accordance with the provisions of the Law, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, apply all or any part of itthe Collateral in such manner and for such consideration (whether payable or deliverable immediately or by instalments), as the Secured Party may, in its absolute discretion, determine; and (c) give a good discharge for any money received in exercise of its power of sale and for any right, money or property receivable in respect of all or any of the Collateral. 7.2 All proceeds received by the Secured Party in respect of any sale of, collection from, or other realisation upon, all or any part of the Collateral (less any expenses of holding, preparing for sale, selling or the like, which shall include the Secured Party’s reasonable attorneys’ fees and legal expenses and subject to the Financing Orders and the Loan Documents) shall be applied to the Indebtedness, and to the extent of any excess of such proceeds, to the payment to the Debtor or upon the order of the Debtor, unless otherwise required by applicable law. Notwithstanding the foregoing and anything herein to the contrary, all proceeds received by the Secured Party in respect of the Collateral shall be subject to the prior payment of the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in clause “first” of the definition of Agreed Administrative Expense Priorities as it appears in the Financing Agreement and the Permitted Priority Liens in accordance with the Requisite Priority. 7.3 The Secured Party shall not be liable (in the absence of bad faith or willful misconduct): (a) for any failure to apply or distribute the proceeds of sale of all or any part of the Collateral in accordance with the provisions of the Law, if the Secured Party applies or distributes such proceeds in good faith in accordance with this Agreement, without further enquiry and in accordance with the information expressly known to it at the time of such application or distribution; (b) to account for any other loss on realisation or for any default or omission for which it might be liable, in each case, as a consequence of entering into possession of any part of the Collateral, in the name absence of bad faith or willful misconduct. 7.4 Where a power of sale or application is exercised by the Secured Party and/or its designees. Subject to the terms in respect of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition part only of the Collateral, the security interest created under this security agreement shall remain in effect over that part of the Collateral in respect of which the Secured Party has not exercised its power of sale or application, as the case may be. 7.5 Any Derivative Asset received by the Debtor after the occurrence of an Event of Default shall be held by the Debtor on trust for the Secured Party and the Master Tenant agree that notice will not shall be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable transferred promptly to the Secured Party or as it directs, on its demand for paymentdemand, (ii) part of the Obligationsor, and (iii) secured failing such demand, on receipt by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableDebtor.

Remedies on Default. Upon the occurrence of an Event of Default------------ ------------------- Default any one or more of the following steps may, with the prior written consent of the Bank, and shall, at the written direction of the Bank (so long as the Letter of Credit is in effect and the Bank has not failed to honor a conforming draw thereunder), be taken, except that the Issuer shall have the right to take steps under paragraph (a) below, if the Issuer has received an opinion of Bond Counsel that the Event of Default will result in a Determination of Taxability, and under paragraphs (b) and (c) below, without the consent of, but with notice to, the Secured Party may thenBank: (a) The Issuer, or at any time after the occurrence and during the continuation of such Event of Default, upon by written notice to Master Tenant the Corporation and the Trustee, may declare the entire principal balance of the Loan (Aif not then due and payable) declare all Obligations to be due and payable immediately, and upon any such declaration the principal of the Loan shall become and be immediately due and payable, together with all interest accrued thereon to the date of such acceleration, anything in this Agreement to the contrary notwithstanding. It is understood and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment agreed that an acceleration of the Obligations; (B) exercise all Bonds shall constitute an acceleration of the rights and remedies afforded to Loan without further action by the Secured Party Issuer or the Trustee; (ib) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) The Issuer shall be entitled by law and/or or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected compel specific performance by the Secured Party, Corporation of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of obligations under this Agreement, and subject to any restrictions in applicable law with respect to it being recognized that the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all beneficiaries of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required Corporation's obligations hereunder cannot be adequately compensated by law for monetary damages in the Secured Party to make a sale or other disposition event of the CollateralCorporation's default; (c) The Issuer, the Secured Party upon reasonable advance notice, may have access to and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition inspect, examine and make copies of the Collateral. All reasonable attorneys' books and paralegal fees records and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information accounts, data and data, the payment of fees income tax and other chargestax returns of the Corporation; (d) The Issuer may, without being required to give any notice except as provided herein, pursue all remedies of a secured creditor under applicable laws of the State; (e) The Issuer may proceed to protect and enforce its rights in equity or at law, either in mandamus or for the execution specific performance of documentsany covenant or agreement contained herein, all or for the enforcement of any other appropriate legal or equitable remedy, as the Issuer may deem most effectual to protect and enforce any of its rights or interests hereunder; (f) The Issuer may institute and prosecute any proceeding at law or in equity to xxxxx, prevent or enjoin any violation or attempted violation of any of the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableprovisions hereof, or to recover monetary damages caused by such violation or attempted violation.

Remedies on Default. Upon the occurrence of (a) If an Event of DefaultDefault occurs, (i) the Secured Party may then, or at any time after the occurrence and during the continuation of such an Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant Debtor expressly waives, and proceed to enforce payment of the Obligations; Obligations and (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to under the terms of this Agreement and/or any of the Master Lease other Loan Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity provided, and (subject, however, to any limitations imposed by applicable law); (Cii) collect the Secured Party will have all of the rights and receive remedies of a secured party under the proceeds of all Awards UCC (as defined in Exhibit BSection 12 below), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the . The Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) Party may require the Master Tenant Debtor to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and . (Eb) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant Debtor agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. . (c) The Master Tenant Debtor further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Debtor hereby waiving the application of any doctrine of marshaling. . (d) The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant Debtor shall cooperate in any legal and lawful manner necessary or required, required to permit the Secured Party or its successors and assigns, or its nominee assigns to continue to operate and maintain the Healthcare Facility for the Approved Use Project as a nursing home and assisted living facility in Master Tenant’s Debtor's name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant purpose Debtor irrevocably appoints the Secured Party, its successors and assigns, as Master Xxxxxx’s Debtor's true and lawful attorney-in-fact, to do all things necessary or required by the state in which the Project is located State of California or any other government authority entity with jurisdiction over the Project, including, but not limited to, the provision .of of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxxthe Debtor. This power is coupled with an interest and is irrevocableinterest.

Remedies on Default. If Upon the occurrence of an Event of DefaultDefault occurs, the Secured Party shall deliver to Operator written Notice, as provided in paragraph 16, of the Event of Default, in order to provide Operator an opportunity to cure the Event of Default. The foregoing notwithstanding, if the Event of Default is a default pursuant to another document, Secured Party shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Operator that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Operator’s failure to cure the Event of Default within the applicable time period specified in the Notice, the Secured Party, Lender may then, or at any time after the occurrence failure to cureoccurrence and during the continuation of such Event of Default, upon written notice to Master Tenant Operator, (A) declare all of the Obligations immediately due and payable, and whereupon whereupon, the Obligations will willshall be due and payable automatically and immediately, without further notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party PartyLender (i) pursuant to the terms of this Agreement and/or any of the Master Lease Documents and the other Loan Documents, (ii) under the UCCUCC (as defined in Section 12 below),, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to the Healthcare Assets); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured PartyPartyLender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured PartyPartyLender, of the Obligations; (D) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party PartyLender at a place to be designated by the Secured Party PartyLender which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section 1(bc), apply (, or instruct another Person to apply) ), to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party PartyLender may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party PartyLender and/or its designees. Subject to the terms of this AgreementAgreement the , and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party PartyLender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party PartyLender to make a sale or other disposition of the Collateral, the Secured Party PartyLender and the Master Tenant Operator agree that notice will willshall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' attorneys'attorneys’ and paralegal fees and other legal expenses incurred by the Secured Party PartyLender to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will willshall be (i) payable to the Secured Party PartyLender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant Operator further specifically agrees that, in any exercise of the rights of the Secured Party PartyLender under this Agreement or under any other Master Lease Document or otherof the Loan DocumentDocumentDocuments, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Operator hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party Lender may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant Operator, (A) declare all of the Obligations immediately due and payable, and whereupon whereupon, the Obligations will shall be due and payable automatically and immediately, without further notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party Lender (i) pursuant to the terms of the Master Lease Documents and this Agreement and/or any of the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to the Healthcare Assets); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured PartyLender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured PartyXxxxxx, of the Obligations; (D) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party Lender at a place to be designated by the Secured Party Lender which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section 1(c), apply (apply, or instruct another Person to apply) , to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party Lender may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party Lender to make a sale or other disposition of the Collateral, the Secured Party Lender and the Master Tenant Operator agree that notice will shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' ’ and paralegal fees and other legal expenses incurred by the Secured Party Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will shall be (i) payable to the Secured Party Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant Operator further specifically agrees that, in any exercise of the rights of the Secured Party Lender under this Agreement or under any other Master Lease Document or of the Loan DocumentDocuments, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Operator hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant Operator shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party Lender or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master TenantOperator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant Operator irrevocably appoints Secured PartyLender, its successors and assigns, as Master XxxxxxOperator’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master XxxxxxOperator. This power is coupled with an interest and is irrevocableinterest.

Remedies on Default. Upon (a) Notwithstanding and without limiting any other provision of this Agreement, the occurrence Loan Agreement or any of the Loan Documents, if at any time an Event of DefaultDefault shall have occurred and be continuing, the then, Secured Party may thenfrom time to time in its discretion, without limitation and without notice except as expressly provided below or by law: (i) exercise in respect of the Pledged Collateral, in addition to any other rights or remedies provided for herein, under the other Loan Documents or otherwise available to it, all the rights and remedies of a secured party upon default under the PPSA or STA (whether or not the PPSA or STA applies to the affected Pledged Collateral); and (ii) to the extent permitted by applicable law, without being required to give any notice to Pledgor or to take or do any action (except as provided below or by law): (A) apply any cash held by it hereunder in the manner provided in Section 4(l); and (B) collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party’s places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, if it deems it advisable to do so, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (c) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would require such actions on the part of Pledgor, would entail such expenses and would subject Secured Party, any underwriter through whom the Pledged Collateral may be sold or any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Article 4, may be at prices and on other terms less favourable to the Pledgor than if the Pledged Collateral were sold at a public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale, such a private sale being considered or deemed to be a sale in a commercially reasonable manner and that Secured Party shall have no obligation to delay the sale of any Pledged Collateral for the period of time after necessary to permit their registration or other qualification under applicable securities legislation. Pledgor further acknowledges and agrees that any offer to sell any Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the occurrence financial community of Toronto, Ontario (to the extent that such an offer may be so advertised without prior registration under applicable law, or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a public sale, and during that Secured Party or one or more of the continuation Lender Parties may, in such event, bid for the purchase of such Event Pledged Collateral. (d) Pledgor also hereby acknowledges that any private sale of Defaultthe Pledged Collateral may be subject to compliance with federal, upon provincial and territorial securities and/or other laws. (e) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than ten (10) calendar days written notice of its intention to Master Tenant make any such public or private sale. In the case of a public sale, such notice shall state the time and place fixed for such sale, and, in case of a sale at broker’s board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. In the case of a private sale, such notice shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (Af) declare all Obligations immediately due Any such public sale shall be held at such time or times within ordinary business hours and payableat such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, and whereupon the Obligations will as Secured Party may determine. Secured Party shall not be due and payable automatically and immediatelyobligated to make any sale pursuant to any such notice. Secured Party may, without notice or demandpublication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the Master Tenant expressly waives, and proceed to enforce payment same may be so adjourned. In case of any sale of all or any part of the Obligations; (B) exercise all Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the rights failure of such purchaser to take up and remedies afforded pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (h) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any Governmental Authority. (i) Pledgor hereby acknowledges, understands and agrees that Secured Party (i) pursuant to may exercise its rights under the terms of the Master Lease Documents Loan Agreement and the other Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to whether or not they provide security for any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retakewithout exercising its rights hereunder or affecting the security provided hereunder, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) may proceed against all or any portion of the Pledged Collateral and/or and all other collateral securing any of the Secured Obligations in such order and at such time as determined by Secured Party in its sole discretion. Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. (j) Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner, and shall result in such sale or disposition being considered and deemed to have been made in a commercially reasonable manner. (k) Each of the rights, powers and remedies provided herein, or in the Loan Agreement or any Loan Document, or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law, in equity, by statute or otherwise. The exercise of any such right, power or remedy shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies. No notice to or demand on Pledgor in any case shall entitle Pledgor to any other security for the Obligations may be sold for one total price, and the notice or demand in similar or other circumstances. (l) The proceeds of any such collection, recovery, receipt, appropriation, realization, transfer, exchange, disposition or sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant as aforesaid shall cooperate in any legal and lawful manner necessary or required, to permit be applied by Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all provided in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableLoan Agreement.

Remedies on Default. Upon the occurrence (a) Notwithstanding and without limiting any other provision of an Event this Agreement or any of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) if at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the UCCUCC or applicable law or at equity, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written to the extent permitted by law, without being required to give any notice to Pledgor or to take or do any action (except as provided below): (i) apply any cash held by it hereunder in the Master Tenantmanner provided in Section 4(l); and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Section 4(l)(i) and 4(l)(ii), takecollect, receive, appropriate and publicly or privately sell or convey, full right, title and interest in and to realize upon the Collateral, Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of itand deliver the Pledged Collateral or any part thereof, in the name its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of the Secured Party’s places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party and/or its designees. Subject to the terms of this Agreementmay deem best, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party may (except as its true and lawful attorney in fact to assign and transfer its interest in otherwise provided by law) be the purchaser of any or all of the Pledged Collateral if an Event so sold and thereafter may hold the same, absolutely, free from any right or claim of Default occurswhatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. This power is coupled with an interest Upon any such sale, Secured Party shall have the right to deliver, assign and is irrevocable. If any notice is required by law transfer the Pledged Collateral so sold to the purchaser thereof. (c) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Secured Party to make Pledged Collateral at a public sale than at a private sale or other disposition sales, the making of a public sale of the Collateral, the Secured Party and the Master Tenant agree that notice will not Pledged Collateral may be unreasonable as subject to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees registration requirements under applicable securities laws and other legal expenses incurred restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by the Secured Party in good faith in accordance with the provisions of this Article 4 may be at prices and on other terms less favorable to collect the Obligations, to retake, hold, prepare for seller than if the Pledged Collateral were sold at a public sale, and to dispose of the Collateral will be (i) payable to the that Secured Party on its demand for payment, (ii) part of shall not have any obligation to take any steps in order to permit the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Pledged Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may to be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableat a public sale.

Remedies on Default. Upon the occurrence of If there shall have occurred and be continuing an ------------------- Event of DefaultDefault under the terms of the Credit Agreements or the other Loan Documents: (a) The Secured Party shall have such rights and remedies with respect to the Collateral or any part thereof and the proceeds thereof as are provided by the Code and such other rights and remedies with respect thereto which it may have at Law or in equity or under this Security Agreement and the Other Loan Documents, including to the extent not inconsistent with the provisions of the Code, the right to take over and collect all or any of Debtor's accounts and all or any of the other Collateral which consists of amounts owing to any Debtor, and to this end, the Debtor hereby appoints the Secured Party, its officers, employees and agents, as its irrevocable, true and lawful attorneys-in-fact with all necessary power and authority to (i) take possession immediately, with or without notice, demand, or legal process, of any of or all of the Collateral wherever found, and for such purposes, enter upon any premises upon which the Collateral may be found and remove the Collateral therefrom, (ii) require the Debtors to assemble the Collateral and deliver it to the Secured Party or to any place designated by the Secured Party at the Debtors' expense, (iii) receive, open and dispose of all mail addressed to the Debtors (or any of them), (iv) demand payment of the Debtors' accounts receivable, (v) enforce payment of the Debtors' accounts receivable by legal proceedings or otherwise, (vi) exercise all of the Debtors' rights and remedies with respect to the collection of the Debtors' accounts receivable, (vii) to the extent permitted by applicable Law, settle, adjust, compromise, extend or renew the Debtors' accounts receivable, (viii) settle, adjust or compromise any legal proceedings brought to collect the Debtors' accounts receivable, (ix) to the extent permitted by applicable Law, sell or assign the Debtors' accounts receivable upon such terms, for such amounts and at such time or times as the Secured Party deems advisable, (x) discharge and release the Debtors' accounts receivable, (xi) take control, in any manner, of any item of payment or proceeds from any account debtor, (xii) prepare, file and sign the Debtor's name on any Proof of Claim in Bankruptcy or similar document against any account debtor, (xiii) prepare, file and sign the Debtor's name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Debtors' accounts receivable, (xiv) do all acts and things necessary, in the Secured Party's sole discretion, to fulfill the Debtor's obligations under the Credit Agreements and other Loan Documents, (xv) endorse the name of the Debtor upon any check, chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Debtors' accounts receivable or inventory; (xvi) use the Debtors' stationery and sign the Debtors' name to verifications of the Debtors' accounts receivable and notices thereof to account debtors; (xvii) access and use the information recorded on or contained in any data processing equipment or computer hardware or software relating to the Debtors' accounts receivable, inventory, or other Collateral or proceeds thereof to which the Debtor has access, (xviii) demand, xxx for, collect, compromise and give acquittances for any and all Collateral, (xix) prosecute, defend or compromise any action, claim or proceeding with respect to any of the Collateral, (xx) direct payments to, and take all necessary actions with respect to, lockbox agreements and lockbox accounts created pursuant to the provisions of Section 9.02(h) of the Credit Agreements, and (xxi) take such other action as the Secured Party may deem appropriate, including extending or modifying the terms of payment of the Debtors' debtors. This power of attorney, being coupled with an interest, shall be irrevocable for the life of this Security Agreement. To the extent permitted by Law, the Debtor hereby waives all claims of damages due to or arising from or connected with any of the rights or remedies exercised by the Secured Party pursuant to this Security Agreement, except claims for damage to the Collateral arising from gross negligence or willful misconduct by the Secured Party. (b) The Secured Party shall have the right to lease, sell or otherwise dispose of all or any of the Collateral at public or private sale or sales for cash, credit or any combination thereof, with such notice as may be required by Law (it being agreed by the Debtor that, in the absence of any contrary requirement of Law, ten (10) days' prior notice of a public or private sale of Collateral shall be deemed reasonable notice), in lots or in bulk, for cash or on credit, all as the Secured Party, in its sole and absolute discretion, may deem advisable. Such sales may be adjourned from time to time with or without notice. The Secured Party shall have the right to conduct such sales on the Debtors' premises or elsewhere and shall have the right to use the Debtors' premises without charge for such sales for such time or times as the Secured Party may see fit. The Secured Party and the Facility Parties may purchase all or any part of the Collateral at public or, if permitted by Law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Secured Indebtedness. (c) In the event of a breach by any of the Debtors in the performance of any of the terms of this Security Agreement, the Secured Party may thendemand specific performance of this Security Agreement and seek injunctive relief and may exercise any other remedy, available at law or at any time after in equity, it being recognized that the occurrence and during the continuation remedies of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by Law may not fully compensate the Secured Party which is reasonably convenient to both parties, and (E) without limiting for the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, damages the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, the Facility Parties may suffer in the name event of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablebreach hereof.

Remedies on Default. Upon the occurrence of (a) If an Event of DefaultDefault shall have occurred and be continuing, the Secured Party may then, or at any time after at Lender's election, Lender may apply all or any part of Proceeds of the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce Collateral in payment of the Obligations in the following order of priority: FIRST, to the payment of all reasonable costs and expenses incurred by Lender in connection with the enforcement of this Agreement, the Note or, any other Loan Document or any of the Obligations, including, without limitation, all court costs and the reasonable costs or expenses incurred in connection with the exercise by Lender of any right or remedy under this Agreement, the Note or any other Loan Document; SECOND, to the satisfaction of all other Obligations; and THIRD, any excess to the Borrower or to whomsoever may be lawfully entitled to receive the same. (Bb) exercise If an Event of Default shall occur and be continuing, Lender may exercise, in addition to all of the other rights and remedies afforded granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Party (i) pursuant to the terms Obligations, all rights and remedies of the Master Lease Documents and the Loan Documents, (ii) a secured party under the UCC. Without limiting the generality of the foregoing, and/or to the extent permitted by law, Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (iii) except any notice required by law and/or in equity referred to below) to or upon the Borrower or any other Person (subjectall and each of which demands, howeverdefenses, advertisements and notices are hereby waived to any limitations imposed the extent permitted by applicable law); (C) collect , may in such circumstances forthwith collect, receive, appropriate and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit realize upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of itand deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the name over-the-counter market, at any exchange, broker's board or office of Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the Secured Party and/or its designees. Subject right upon any such public sale or sales, and, to the terms of this Agreementextent permitted by law, and subject upon any such private sale or sales, to purchase the whole or any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all part of the Collateral so sold, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived and released. Lender shall apply any Proceeds from time to time held by it and the proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Lender hereunder, including, without limitation, reasonable attorneys' fees and expenses of counsel to Lender, to the payment in whole or in part of the Obligations, in the order of priority specified in Section 9.3(a) hereof, and only after such application and after the payment by Lender of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the UCC, need Lender account for the surplus, if an Event any, to the Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against Lender arising out of Default occurs. This power is coupled with an interest the exercise by them of any rights hereunder, other than any such claims, damages and is irrevocabledemands that may arise from its gross negligence or willful misconduct. If any notice is required by law for the Secured Party to make of a proposed sale or other disposition of Collateral shall be required by law, to the Collateral, the Secured Party extent permitted by law such notice shall be deemed reasonable and the Master Tenant agree that notice will not be unreasonable as to time proper if given in compliance with this Agreement ten (10) at least 10 days before such sale or other disposition. The Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Collateral. All reasonable attorneys' Obligations and paralegal the fees and other legal expenses incurred of any attorneys employed by the Secured Party Lender to collect the Obligationssuch deficiency. (c) Nothing in this Agreement shall waive, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of modify or limit the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Tri-Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documentsAgreement, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablesuch rights being hereby reserved.

Remedies on Default. Upon the occurrence of (a) If an Event of Default occurs, the Secured Party shall deliver to Master Tenant written notice, as provided in paragraph 17, of the Event of Default, in order to provide Master Tenant an opportunity to cure, or cause to be cured, the Event of Default within thirty (30) days. The foregoing notwithstanding, if the Event of Default is a default pursuant to another document, Secured Party shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Master Tenant that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Master Tenant’s failure to cure, or cause to be cured, the Event of Default within the applicable time period specified in the notice, the Secured Party may then, or at any time after the occurrence and during failure to cure the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; Obligations (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of this Agreement and/or any of the Master Lease Documents and the other Loan Documents, (ii) under the UCCUCC (as defined in Section 13 below), and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to Healthcare Assets); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section 1(b), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. . (b) Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Agreement the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. . (c) If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. . (d) The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this . (e) [[See new Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.16]]

Remedies on Default. Upon the occurrence of (a) If an Event of DefaultDefault shall occur and be continuing, all obligations under this Note shall bear interest at the Secured Party may thenapplicable default interest rate set forth in Section 2(b). If an Event of Default (other than an Event of Default specified in clauses (d), (e), (f) or at (g) of Section 14) shall occur and be continuing, Holder shall, without any time after kind of presentment, demand, protest or any kind of notice, each of which are expressly waived by Maker, be entitled to (i) declare all unpaid principal of and accrued and unpaid interest through the date of such declaration to be immediately due and payable, (ii) reduce any claim to judgment; and/or (iii) pursue and enforce any of Holder’s rights and remedies available pursuant to any applicable law or agreement including, without limitation, foreclosing all liens and security interests securing payment thereof or any part thereof. If an Event of Default specified in clauses (d), (e), (f) or (g) of Section 14 occurs and is continuing, then this Note shall ipso facto become and be due and payable immediately in an amount equal to the principal amount of the Note, together with accrued and unpaid interest, if any, to the date this Note becomes due and payable, without any declaration or other act on the part of the Holder. (b) In addition to any other remedies set forth herein, upon the occurrence and during the continuation continuance of such any Event of Default, upon written notice to Master Tenant : (Ai) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise Holder shall have all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) a secured party under the UCC, and/or (iii) applicable Uniform Commercial Code and other applicable laws. Upon demand by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B)Holder, the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to Maker shall assemble the Pledged Collateral not in Holder’s possession and make it available to the Secured Party Holder, at a place to be designated by the Secured Party which is reasonably convenient to both partiesHolder. (ii) Any or all Pledged Collateral may be registered, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of itnotice, in the name of the Secured Party and/or Holder or its designees. Subject nominee, and thereafter Holder or its nominee may exercise, without notice, all voting and limited liability company rights, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to the terms Pledged Collateral, all as if Holder were the absolute owner thereof. (iii) Any written notice of this Agreementthe sale, and subject to any restrictions in applicable law disposition or other intended action by Holder with respect to the Healthcare AssetsPledged Collateral which is sent by regular mail, postage prepaid, to Maker at the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney address set forth in fact Section 18(a), or such other address of Maker that may from time to assign and transfer its interest time be shown on Holder’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Maker. Holder may alternatively or additionally give such notice in any or all of the Collateral if an Event of Default occursother commercially reasonable manner. This power is coupled with an interest and is irrevocable. If Nothing in this Note shall require Holder to give any notice is not required by law for the Secured Party to make a applicable law. (iv) Any proceeds of sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Pledged Collateral will be (i) payable applied by Holder to the Secured Party on Obligations in such order and manner of application as Holder may from time to time in its demand for payment, sole and absolute discretion determine. (iiv) Maker recognizes that Holder may be unable to effect a public sale of all or a part of the ObligationsPledged Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable federal and state laws (iii) secured by the Collateralcollectively, “Securities Laws”). The Master Tenant further specifically agrees thatHolder may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Securities Laws and may, for example, at any exercise sale of the rights Pledged Collateral consisting of securities restrict the Secured Party under this Agreement prospective bidders or under purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the persons making such purchases represent and agree to the satisfaction of Holder that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any other Master Lease Document thereof. Maker covenants and agrees to do or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations cause to be done promptly all such acts and things as Holder may request from time to time and as may be offered for sale necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Securities Laws and other laws. (iivi) In addition to all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender provided in this Note, Holder may (but shall be under this Section 10 are subject no obligation to), without notice to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purposeMaker, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant Maker hereby irrevocably appoints Secured Party, Holder as its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Projectpower of substitution, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled Holder or in the name of Maker or otherwise, for the use and benefit of Holder, but at the cost and expense of Maker and without notice to Maker: (A) require any account debtor or other obligor on any of the Pledged Collateral to make payments thereon directly to Holder, with Holder taking control of the cash and non-cash proceeds thereof; (B) compromise, extend or renew any of the Pledged Collateral or deal with the same as it may deem advisable; (C) make exchanges, substitutions or surrenders of all or any part of the Pledged Collateral; (D) copy, transcribe, or remove from any place of business of Maker all books, records, ledger sheets, correspondence, invoices and documents, relating to or evidencing any of the Pledged Collateral or without cost or expense to Holder, make such use of Maker’s place(s) of business as may be reasonably necessary to administer, control and collect the Pledged Collateral; (E) demand, collect, receipt for and give renewals, extensions, discharges and releases of any of the Pledged Collateral; (F) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (G) settle, renew, extend, compromise, compound, exchange or adjust claims in respect of any of the Pledged Collateral or any legal proceedings brought in respect thereof; (H) endorse or sign the name of Maker upon any items of payment, securities, powers related to certificated securities, assignments, notices, or other writing relating to or part of the Pledged Collateral and on any proof of claim in bankruptcy against an interest account debtor or obligor; (I) take any other action necessary or beneficial to realize upon or dispose of the Pledged Collateral or to carry out the terms of this Note; (J) have a receiver appointed by any court of competent jurisdiction to take possession of the Pledged Collateral (Maker hereby consenting to the appointment of such a receiver and is irrevocableagreeing not to oppose any such appointment); or (K) without notice or demand to Maker, set off and apply against any and all of the Secured Obligations any and all deposits (general or special, time or demand, provisional or final), at any time held or owing by Holder or any of Holder’s agents or affiliates to or for the credit of the account of Maker or any guarantor or endorser of the Secured Obligations.

Remedies on Default. (a) Upon the occurrence of an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. . (b) Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. . (c) If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. . (d) The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. . (e) Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master XxxxxxTenant. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon (a) Notwithstanding and without limiting any other provision of this Agreement, the occurrence Loan Agreement or any of the Loan Documents, if at any time an Event of DefaultDefault shall have occurred and be continuing, the then, Secured Party may thenfrom time to time in its discretion, without limitation and without notice except as expressly provided below or by law: (i) exercise in respect of the Pledged Collateral, in addition to any other rights or remedies provided for herein, under the other Loan Documents or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Pledged Collateral) or at law or in equity generally or otherwise, including without limitation: (A) to foreclose the security interests and Liens created hereunder, (B) to realize upon or take possession of or sell any of the Pledged Collateral with or without judicial process, (C) to exercise such rights and powers with respect to the Pledged Collateral as any Pledgor might exercise; and (ii) to the extent permitted by Applicable Law, without being required to give any notice to any Pledgor or to take or do any action (except as provided below or by Applicable Law): (A) apply any cash held by it hereunder in the manner provided in Section 4(l); and (B) collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any time after broker’s board, on any securities exchange or at any of Secured Party’s places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the occurrence purchaser of any or all of the Pledged Collateral so sold and during thereafter may hold the continuation same, absolutely, free from any right or claim of whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, if it deems it advisable to do so, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (c) Each Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would require such actions on the part of such Event Pledgor, would entail such expenses and would subject Secured Party, any underwriter through whom the Pledged Collateral may be sold or any controlling person of Defaultany of the foregoing to such liabilities, upon as would make a public sale of the Pledged Collateral impractical. Accordingly, each Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Article 4, may be at prices and on other terms less favorable to any or all Pledgors than if the Pledged Collateral were sold at a public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale, such a private sale being considered or deemed to be a sale in a commercially reasonable manner and that Secured Party shall have no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit their registration under the Securities Act of 1933, as amended (the “Securities Act”). Each Pledgor further acknowledges and agrees that any offer to sell any Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Dallas, Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC (or any successor or similar, applicable statutory provision), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that Secured Party may, in such event, bid for the purchase of such Pledged Collateral. (d) Each Pledgor also hereby acknowledges that any private sale of the Pledged Collateral may be subject to compliance with federal and state securities and/or other laws. (e) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever of any Pledgor, including any equity or right of redemption of any Pledgor, and each Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that such Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgors not less than ten (10) calendar days’ written notice of its intention to Master Tenant make any such public or private sale. In the case of a public sale, such notice shall state the time and place fixed for such sale, and, in case of a sale at broker’s board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. In the case of a private sale, such notice shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (Af) declare all Obligations immediately due Any such public sale shall be held at such time or times within ordinary business hours and payableat such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, and whereupon the Obligations will as Secured Party may determine. Secured Party shall not be due and payable automatically and immediatelyobligated to make any sale pursuant to any such notice. Secured Party may, without notice or demandpublication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the Master Tenant expressly waives, and proceed to enforce payment same may be so adjourned. In case of any sale of all or any part of the Obligations; (B) exercise all Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the rights failure of such purchaser to take up and remedies afforded pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (h) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any Governmental Authority. (i) Each Pledgor hereby acknowledges, understands and agrees that Secured Party (i) pursuant to may exercise its rights under the terms of the Master Lease Documents Loan Agreement and the other Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to whether or not they provide security for any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retakewithout exercising its rights hereunder or affecting the security provided hereunder, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) may proceed against all or any portion of the Pledged Collateral and/or and all other collateral securing any of the Secured Obligations in such order and at such time as determined by Secured Party in its sole discretion. Each Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. (j) Each Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner, and shall result in such sale or disposition being considered and deemed to have been made in a commercially reasonable manner. (k) Each of the rights, powers and remedies provided herein, or in the Loan Agreement or any Loan Document, or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law, in equity, by statute or otherwise. The exercise of any such right, power or remedy shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies. Secured Party shall have the right in its sole discretion to determine which rights, powers, Liens, security interest or remedies Secured Party may at any time pursue, relinquish, subordinate or modify or to take any other action with respect thereto and such determination will not in any way modify or affect any of Secured Party’s rights, powers, Liens, security for interests or remedies hereunder, under the Obligations may be sold for one total priceLoan Agreement or any of the Loan documents, and the or under Applicable Law or at equity. No notice to or demand on any Pledgor in any case shall entitle such Pledgor or any other Pledgor to any other notice or demand in similar or other circumstances. (l) The proceeds of any such collection, recovery, receipt, appropriation, realization, transfer, exchange, disposition or sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant as aforesaid shall cooperate in any legal and lawful manner necessary or required, to permit be applied by Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all provided in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableLoan Agreement.

Remedies on Default. Upon (a) If (i) the occurrence Issuer shall fail to make any payment due under the Senior Notes and such payment default is not cured within the applicable cure period for a default in payments provided by Section 5 of the Senior Notes or (ii) a Secured Party shall have accelerated the Senior Notes (collectively, an "Event of Default, "): (1) the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise Parties shall have all of the rights and remedies afforded of a secured party under the Uniform Commercial Code of the State of California and any other applicable jurisdiction, including without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other rights of ownership pertaining to the Collateral as if the Secured Parties were the absolute and sole owners thereof, including, without limitation, the withdrawal of funds from the Account to satisfy the Senior Notes in accordance with Section 6(b) hereof; (2) the Issuer, at the request of the Secured Parties, shall assemble the Collateral at such place or places, reasonably convenient to the Secured Party Parties; (i3) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured PartyParties, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party in their respective discretion may, upon written notice to the Master Tenant, take, and publicly in their respective names or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Issuer or otherwise, demand, xxx for or collect or receive any money or property at any time payable or receivable, on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (4) the Secured Parties may take any of the other actions described in Section 7(b) hereof. (b) Prior to exercising any rights over the Collateral, a Secured Party and/or its designees. Subject shall give three Business Days' prior written notice to the terms Issuer, who shall give written notice thereof to the other Secured Parties and the Bank within three Business Days of this Agreementreceipt of such notice. Promptly following receipt of such notice from the Issuer, and subject to any restrictions in applicable law with respect notice to the Healthcare AssetsIssuer which may be required by applicable law, the Master Tenant Bank shall sell, redeem or otherwise convert any Permitted Investments to cash and place such cash on deposit in the Account. The Issuer hereby constitutes agrees to cooperate with the Bank and appoints to take any action which may be necessary or desirable to effect any such sale, redemption or other conversion. After the Permitted Investments have been converted to cash, a Secured Party as shall have the right to withdraw funds from the Account, provided that no Secured Party shall have the right to withdraw more than its true and lawful attorney in fact to assign and transfer its interest in any or all pro rata portion of the Collateral if an Event funds in the Account, in the same ratio to the aggregate amount of Default occurs. This power is coupled with an funds in the Account as the amount of outstanding principal and interest and is irrevocable. If outstanding on the Senior Notes held by any notice is required by law for the such Secured Party bears to make a sale or other disposition the aggregate amount of principal and interest outstanding on all Senior Notes held by all holders of record of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for saleSenior Notes, and to dispose of the Collateral will be (i) payable only to the Secured Party on its demand for payment, extent of amounts then owed to it. (iic) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically Issuer agrees that, in any exercise of to take all such action as may be appropriate to give effect to the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for Parties set forth in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights 6 and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableSection 7 hereof.

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party Lender may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant Operator, (AAi) declare all of the Obligations immediately due and payable, and whereupon whereupon, the Obligations will shall be due and payable automatically and immediately, without further notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (BBii) exercise all of the rights and remedies afforded to the Secured Party Lender (iiA) pursuant to the terms of the Master Lease Documents and this Agreement and/or any of the Loan Documents, (iiiiB) under the UCC, and/or (iiiiiiC) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to the Healthcare Assets); (CCiii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured PartyLender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured PartyXxxxxx, of the Obligations; (DDiv) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party Lender at a place to be designated by the Secured Party Lender which is reasonably convenient to both parties, and (EEv) without limiting the provisions of this Section 1(c), apply (apply, or instruct another Person to apply) , to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party Lender may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party Lender to make a sale or other disposition of the Collateral, the Secured Party Lender and the Master Tenant Operator agree that notice will shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' ’ and paralegal fees and other legal expenses incurred by the Secured Party Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will shall be (i) payable to the Secured Party Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant Operator further specifically agrees that, in any exercise of the rights of the Secured Party Lender under this Agreement or under any other Master Lease Document or of the Loan DocumentDocuments, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Operator hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant Operator shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party Lender or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master TenantOperator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant Operator irrevocably appoints Secured PartyLender, its successors and assigns, as Master XxxxxxOperator’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master XxxxxxOperator. This power is coupled with an interest and is irrevocable.

Remedies on Default. Upon (a) If an Event of Default occurs under this Agreement, the occurrence Secured Party/Borrower shall deliver to Master Tenant written Noticenotice, as provided in paragraph 16,17, of an the Event of Default, in order to provide Master Tenant an opportunity to cure, or cause to be cured, the Event of Default within thirty (30) days. The foregoing notwithstanding, if the Event of Default is a default pursuant to another documentthe Master Lease or the Master Tenant’s Regulatory Agreement, Secured Party/Borrower shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Master Tenant that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Master Tenant’s failure to cure, or cause to be cured, the Event of Default within the applicable time period specified in the Noticenotice, the Secured Party Party/Borrower may then, or at any time after the occurrence and during failure to cure the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) i)/Borrower and/or pursuant to the terms of this Agreement and/or any of the Master Lease Documents and the other Loan Documents, (ii) under the UCCUCC (as defined in Section 1213 below), and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to Healthcare Assets); (CCB) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party/Borrower, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party/Borrower, of the Obligations; (DDC) require the Master Tenant to assemble the Collateral and make it available to the Secured Party Party/Borrower at a place to be designated by the Secured Party Party/Borrower which is reasonably convenient to both parties, and (EED) without limiting the provisions of this Section 1(b), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. [[The acceleration clause was deleted because it is inappropriate for a Master Tenant which is not a borrower under the Note]] (b) Without limitation of those rights and remedies, the Secured Party Party/Borrower may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Party/Borrower and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Agreement the Master Tenant hereby constitutes and appoints the Secured Party Party/Borrower as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. . (c) If any notice is required by law for the Secured Party Party/Borrower to make a sale or other disposition of the Collateral, the Secured Party Party/Borrower and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party Party/Borrower to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party Party/Borrower on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. . (d) The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party Party/Borrower under this Agreement or under any other Master Lease Document or Loan Document, , (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. . (e) [[SEE NEW SECTION 16]] (e) The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate cooperate, and shall cause the Operator to cooperate, in any legal and lawful manner necessary or required, to permit the Secured Party or its successors and assigns, or its nominee assigns to continue to operate and maintain the Healthcare Heatlhcare Facility for the Approved Use as a [nursing home // assisted living facility] in Master Tenant's or Operator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints the Secured Party, its successors and assigns, as Master Xxxxxx’s '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 authority entity with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of the Master Xxxxxx. This power is coupled with an interest and is irrevocableinterest.

Remedies on Default. Upon the occurrence of If there shall have occurred and be ---------------------- continuing an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to Default under the terms of the Master Lease Documents and the Loan DocumentsNote, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to then the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those shall have such rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law remedies with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in Collateral or any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, thereof and the proceeds of any thereof as are provided by the Code and such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The other rights and remedies of Lender with respect thereto which it may have at law or in equity or under this Section 10 are subject Security Agreement, including to the rights extent not inconsistent with the provisions of the Code or any other applicable law, the right to take over and remedies collect the Collateral which consists of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, amounts owing to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and Grantor to the extent not prohibited by applicable law law. To this end, the Secured Party shall have the right to (a) transfer all or any part of any of the Collateral into the Secured Party's name or into the name of its nominee or nominees and thereafter receive all cash, stock and other dividends or distributions paid or payable in respect thereof, and otherwise act with respect thereto as the absolute owner thereof; (b) notify the obligors on any of the Collateral, whether accounts or otherwise, to make payment thereon directly to the Secured Party, whether or not the Grantor was theretofore making collections thereon; (c) take control of and manage the Collateral; (d) apply to the payment of the Secured Indebtedness, whether it be due and payable or not, any moneys, including cash dividends and income from the Collateral, now or hereafter in the hands of the Secured Party, on deposit or otherwise, belonging to Grantor, in accordance with Section 9 hereof; (e) endorse the name of the Grantor upon any checks or other evidences of payment or any document or instrument that may come into the possession of the Secured Party as proceeds of or relating to such Grantor's Collateral; (f) demand, xxx for, collect, compromise and give acquittances for the Collateral; (g) prosecute, defend or compromise any action, claim or proceeding with respect to the Healthcare AssetsCollateral; and (h) take such other action as the Secured Party may deem appropriate, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’s true and lawful attorney-in-fact, to do all things necessary including extending or required by modifying the state in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the terms of payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.the

Remedies on Default. (a) Upon the occurrence of an Event of DefaultDefault and, if required, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, the Secured Party may, by notice to the Debtor, declare the aggregate unpaid principal balance of the Note, together with all unpaid accrued interest thereon, to be immediately due and give proper receipts payable and acquittances therefor thereupon such amount shall be and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by become immediately due and payable to the Secured Party. Upon such acceleration, the Secured Party shall have all rights, privileges, powers and remedies provided a secured party under the UCC and any other applicable law. Upon the existence or occurrence of the Obligations; (D) an Event of Default, Secured Party may require the Master Tenant Debtor to assemble the Collateral and make it available to the Secured Party at a place or places designated by Secured Party, and Secured Party may use and operate the Collateral. (b) Without in any way requiring notice to be designated given in the following time and manner, Debtor agrees that any notice by Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to Debtor if such notice is mailed by regular or certified mail postage prepaid, at least five days prior to such action, to Debtor's address specified above or to any other address which Debtor has specified in writing to Secured Party as the address to which is reasonably convenient notices hereunder shall be given to both partiesDebtor. (c) After an Event of Default, Secured Party may demand, collect and xxx on any of the Accounts, Chattel Paper, Instruments and General Intangibles (E) in either Debtor's or Secured Party's name at the latter's option); may enforce, compromise, settle or discharge such Collateral without limiting the provisions of this Section , apply (or instruct another Person to apply) to discharging the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the thereof; and may indorse Debtor's name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and datachecks, the payment of fees and other chargescommercial paper, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableany other Instruments pertaining to or constituting Collateral.

Remedies on Default. Upon Notwithstanding any provision to the contrary in any of the Notes, upon the occurrence of an any Event of DefaultDefault hereunder, the Secured Party may then, or at any time after shall notify ELTP in writing of the occurrence nature and during the continuation extent of such Event default and of Defaultthe period of time, upon written notice to Master Tenant which shall be not less than thirty (A30) declare all Obligations immediately due and payabledays, and whereupon the Obligations during which ELTP will be due and payable automatically and immediatelyexpected to remedy such default or defaults; provided, without notice or demandof course, which that a remedy is available. If, at the Master Tenant expressly waives, and proceed to enforce payment expiration of the Obligations; (B) exercise all of the rights and remedies afforded to the period specified in such notice, such default or defaults have not been substantially remedied, Secured Party (i) shall be entitled to: 6.1 Enforce the Security Interest pursuant to the terms of applicable Uniform Commercial Code, the Master Lease Documents and the Loan DocumentsUnited States Code, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to or any limitations imposed by other applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, for purposes hereof ten (10) days notice shall be deemed to be reasonable notice of any intent to sell the Collateral at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant public or private sale; 6.2 Require ELTP to assemble the Collateral and the records pertaining thereto and make it them available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesParty; 6.3 To the fullest extent permitted by law, enter any premises of ELTP and (E) without limiting take possession of the provisions Collateral and of this Section , apply (or instruct another Person to apply) the records pertaining to the Obligations Collateral; 6.4 Grant extensions, compromise claims and settle accounts for less than the balance of face value thereof in good faith and in a commercially reasonable manner, all without prior notice to ELTP; 6.5 Use, in connection with any deposit account that is part assembly or disposition of the Collateral. Without limitation of those rights , any trademark, trade name, trade style, copyright, patent right or technical process used or utilized by ELTP, including “Micro Imaging Technology” and remedies, “MIT;” 6.6 Take such measures as the Secured Party mayshall deem necessary or advisable to preserve, upon written notice to process, develop, maintain, protect, care for or insure the Master Tenant, takeCollateral or any portion thereof, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant ELTP hereby irrevocably constitutes and appoints the Secured Party as its true and lawful attorney in attorney-in-fact to assign perform all acts and transfer things in connection therewith; 6.7 Cause the Collateral to be transferred to the Secured Party’s name or to the name of its interest in nominee; 6.8 Exercise as to the Collateral all the rights, powers and remedies of any or owner necessary to the exercise of its rights under this Agreement; and 6.9 In addition to being entitled to proceed to exercise with respect to the Collateral all of the Collateral if an Event of Default occurs. This power is coupled with an interest rights and is irrevocable. If any notice is required by law for remedies available to a secured party upon default under the Secured Party to make a sale applicable Uniform Commercial Code, the United States Code or other disposition of the Collateralapplicable law, the Secured Party shall have those other rights and the Master Tenant agree that notice will not remedies provided herein and such other rights and remedies as may be unreasonable as to time if given in compliance with this Agreement ten (10) days before provided by law. Each purchase at any sale of the Collateral shall hold such Collateral absolutely free from any claim or right on the part of ELTP. To the full extent permitted by law, ELTP hereby waives (i) all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted and (ii) any right which it may have to demand a hearing or other disposition judicial or administrative proceeding prior to the enforcement of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party of any of its rights and remedies hereunder. Any public or private sale of the Collateral or any portion thereof shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of sale, and at any such sale the Collateral, or the portion thereof to collect be sold, may be sold in one block, as an entirety or separately, as the ObligationsSecured Party may determine. Any sale may be conducted by an auctioneer or by an officer, attorney or agent of the Secured Party. The Secured Party may be a purchaser at any public or private sale. The Secured Party shall not be obligated to retakemake any sale of the Collateral or any portion thereof if it determines not to do so, holdregardless of the fact that notice of sale of the Collateral may have been given. The Secured Party may, prepare without notice or publication, adjourn a public or private sale of the Collateral or cause the same to be adjourned from time to time by announcement, at the time and place fixed for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account may, without distinction among further notice, be made at the items of security or without assigning time and place to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablesame was so adjourned.

Remedies on Default. (a) Upon the occurrence of an Event of Default the Secured Party may, by notice to Debtor, (or automatically in the case of an Event of Default pursuant to Section 7 of the Note not requiring notice), declare the aggregate unpaid principal balance of all the Notes, together with all unpaid accrued interest thereon, to be immediately due and payable and thereupon all such amounts shall be and become immediately due and payable to the Secured Party for the benefit of the Holders. Upon such acceleration, the Secured Party, for the benefit of the Holders, shall have all rights, privileges, powers and remedies provided a secured party under the UCC and any other applicable law. Upon the existence or occurrence of an Event of Default, the Secured Party may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) pursuant to the terms of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant Debtor to assemble the Collateral and make it available to the Secured Party at a place to be or places designated by the Secured Party which is reasonably convenient to both partiesParty, and the Secured Party may use and operate the Collateral. (Eb) without limiting Without in any way requiring notice to be given in the provisions following time and manner, Debtor agrees that any notice by the Secured Party of this Section sale, apply (disposition or instruct another Person other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to apply) Debtor if such notice is mailed by regular or certified mail postage prepaid, at least seven business days prior to such action, to Debtor's address specified above or to any other address which Debtor has specified in writing to the Obligations Secured Party as the balance address to which notices hereunder shall be given to Debtor. (c) After an Event of any deposit account that is part of the Collateral. Without limitation of those rights and remediesDefault, the Secured Party maymay demand, upon written notice to collect and xxx on any of the Master TenantAccounts, takeChattel Paper, Instruments and publicly General Intangibles (in either Debtor's or privately sell the Secured Party's name at the latter's option); may enforce, compromise, settle or convey, full right, title and interest in and to discharge such Collateral without discharging the Collateral, Obligations or any part of it, in the thereof; and may indorse Debtor's name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and datachecks, the payment of fees and other chargescommercial paper, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableany other Instruments pertaining to or constituting Collateral.

Remedies on Default. Upon (a) If an Event of Default occurs under this Agreement, the occurrence Secured Party\Borrower shall deliver to Operator written Noticenotice, as provided in paragraph 16, of an the Event of Default, in order to provide Operator an opportunity to cure the Event of Default within thirty (30) days. The foregoing notwithstanding, if the Event of Default is a default pursuant to another documentthe Operator Agreement or the Operator’s Regulatory Agreement, Secured Party\Borrower shall not treat such default as an Event of Default pursuant to this Agreement prior to the expiration of the applicable notice and cure periods pursuant to such other document, and shall give timely notice to Operator that such default constitutes an Event of Default pursuant to this Agreement, but shall not be required to provide additional cure periods or rights. Upon Operator’s failure to cure the Event of Default within the applicable time period specified in the Noticenotice, the Secured Party Party\Borrower may then, or at any time after the occurrence and during failure to cure the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations immediately due and payable, and whereupon the Obligations will be due and payable automatically and immediately, without notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (B) exercise all of the rights and remedies afforded to the Secured Party (i) i)\Borrower and/or pursuant to the terms of this Agreement and/or any of the Master Lease Documents and the other Loan Documents, (ii) under the UCCUCC (as defined in Section 12 below), and/or (iii) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to Healthcare Assets); (CCB) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured PartyParty\Borrower, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured PartyParty\Borrower, of the Obligations; (DDC) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party Party\Borrower at a place to be designated by the Secured Party Party\Borrower which is reasonably convenient to both parties, and (EED) without limiting the provisions of this Section 1(b), apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. [[The acceleration clause was deleted because the Operator is not a borrower under the Note]] (b) Without limitation of those rights and remedies, the Secured Party Party\Borrower may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Party\Borrower and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to Agreement the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party Party\Borrower as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. . (c) If any notice is required by law for the Secured Party Party\Borrower to make a sale or other disposition of the Collateral, the Secured Party Party\Borrower and the Master Tenant Operator agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’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 authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocable.ten

Remedies on Default. (a) Upon the occurrence of an Event of Default, the Secured Party Majority Holders may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant (A) declare all Obligations amounts outstanding under the Note Purchase Agreement to be immediately due and payable, and whereupon the Obligations will thereupon all such amounts shall be and become immediately due and payable automatically to the Secured Party. Secured Party shall have all rights, privileges, powers and immediatelyremedies provided by law, without notice any or demandall of which shall be taken at the direction of the Majority Holders: i. Secured Party may gather, which the Master Tenant expressly waivestake possession of, and proceed sell or otherwise dispose of, the Collateral in accordance with applicable law; and ii. Secured Party may use, operate, consume and sell the Collateral in its possession as appropriate for the purpose of performing Grantors’ obligations with respect thereto to enforce the extent necessary to satisfy the obligations of Grantors. (b) All payments received and amounts realized by Secured Party (or Lienholders, as applicable) shall be promptly applied and distributed by the Secured Party (or Lienholders, as applicable) in the following order of priority: i. first, to the payment of all costs and expenses, including reasonable legal expenses and attorneys fees, incurred or made hereunder by Secured Party (or the Obligations; (B) Lienholders, as applicable), including any such costs and expenses of foreclosure or suit, if any, and of any sale or the exercise of any other remedy under this Section 5, and of all of taxes, assessments or liens superior to the rights and remedies afforded lien granted under this Agreement; ii. second, to payment to the Secured Party (i) pursuant up to the terms of the Master Lease Documents and the Loan Documents, (ii) amount then owing under the UCCNote Purchase Agreement) on a pro rata basis, and/or (based upon the respective amount of principal and interest then outstanding to all of such Parties; and iii) by law and/or in equity (subject, however. third, to any limitations imposed by applicable law); the Grantors (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned to the Secured Party, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of the Obligations; (D) require the Master Tenant to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party to make a sale or other disposition of the Collateral, the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’s true and lawful attorney-in-fact, to do all things necessary or required by the state in which the Project is located or of any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocablesurplus).