Common use of Remedies Upon Default; Power of Sale Clause in Contracts

Remedies Upon Default; Power of Sale. Upon the occurrence of any Event of Default, Mortgagee or Mortgagee may declare all Secured Indebtedness to be due and payable and the same shall thereupon become due any payable without any presentment, demand, protest or notice of any kind. Thereafter, Mortgagee and Mortgagee may: Either in person or by agent, with or without bringing any action or proceeding, enter upon and take possession of the Premises, or any part thereof, in its own name, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Premises, or part thereof or interest therein, increase the income therefrom or protect the security hereof and, with or without taking possession of the Premises, xxx for or otherwise collect the Rents, including those past due and unpaid. The entering upon and taking possession of the Premises, the collection of such Rents, and the application thereof as aforesaid, shall not cure or waive any Event of Default or invalidate any act done in response to such Event of Default and, notwithstanding the continuance in possession of the Premises or the collection, receipt and application of Rents, Mortgagee shall be entitled to exercise every right provided for in any of the Credit Documents or by law or equity upon occurrence of any Event of Default, including the right to exercise the power of sale herein provided. Proceed to foreclose this leasehold Mortgage by judicial proceedings or may, at the option of Mortgagee or Mortgagee, proceed to advertise the sale of the Premises in the way and manner required by law in the State of Pennsylvania for foreclosure sales under power of sale, giving the time, terms and place of sale, and dispose of the Premises at public auction in front of the Courthouse of the County in which the Premises or any part are located, to the highest and best bidder for cash in hand or for such other consideration as Mortgagee or Mortgagee may elect to accept. Mortgagee need not personally attend or conduct such sale and may, at its option, cause the sale to be conducted by an agent or attorney selected by it. Mortgagee, Mortgagee may bid at such sale. Mortgagee is hereby authorized to make to the purchaser at such sale all necessary title papers and place the purchaser in peaceable possession of the Premises. Mortgagee shall collect the proceeds of such sale, applying such proceeds as provided in Section 14. Mortgagor agrees that possession of the Premises during the existence of the Secured Indebtedness by Mortgagor, or any person claiming under Mortgagor, shall be that of tenant under Mortgagee, and, in case of a sale, as herein provided, Mortgagor or any person in possession under Mortgagor shall then become and be tenants holding over, and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over. The power and agency hereby granted are coupled with an interest and are irrevocable and are in addition to any and all other remedies which Mortgagee or Mortgagee may have at law or in equity. Assignment of Leases and Rents. The assignment of Leases and Rents contained in this Mortgage, shall constitute an absolute assignment of such Leases and Rents to Mortgagee for the benefit of Mortgagee and to Mortgagee, and Mortgagor hereby assigns and transfers to Mortgagee and to Mortgagee all of such Leases and Rents as security for the prompt payment and performance of all of the Secured Indebtedness. Notwithstanding the assignment of Leases and Rents contained in this Mortgage, so long as no Event of Default has occurred, Mortgagor shall have a license (such license to be deemed revoked upon the occurrence of an Event of Default) to collect, retain and enjoy all Rents (provided such are paid no more than 30 days in advance), provided that the existence or exercise of any such right of Mortgagor shall not operate to subordinate the assignment of Leases and Rents contained in this Mortgage to any subsequent assignment, in whole or in part, by Mortgagor, and any subsequent assignment by Mortgagor shall be subject to the rights of Mortgagee and Mortgagee hereunder. The assignment of Leases and Rents contained in this Mortgage shall not be deemed or construed to constitute Mortgagee or Mortgagee as a mortgagee in possession nor obligate Mortgagee or Mortgagee to take any action or to incur any expenses or perform or discharge any obligation, duty or liability or to permit Mortgagor to enter into any Leases except in accordance with the terms of this Mortgage. Uniform Commercial Code. For the purpose of noting the names and addresses of the debtor and the secured party under the Uniform Commercial Code of the State of Pennsylvania, it is hereby acknowledged and agreed that the Mortgagor's (debtor's) name is Emeritus Corporation and the Mortgagee's (secured party's) -------------------- name is Capstone Capital of Pennsylvania, Inc., and the addresses of the Mortgagor (debtor) and Mortgagee (secured party) are set forth above. In addition to all other remedies set forth in this Mortgage, the parties expressly agree that with respect to the portion of the Premises constituting fixtures and personal property (tangible and intangible) which are the property of Mortgagor, this Mortgage is hereby made and declared to be a security agreement in compliance with the provisions of Uniform Commercial Code as enacted in the State of Pennsylvania, and Mortgagor hereby grants to Mortgagee a continuing security interest in the Premises as security for the prompt payment and performance of all of the Secured Indebtedness. Upon the occurrence of any Event of Default hereunder, in addition to all other remedies contained in this Mortgage, Mortgagee shall have all remedies available to a secured party pursuant to the Uniform Commercial Code as enacted in Pennsylvania.

Remedies Upon Default; Power of Sale. Upon the occurrence of any Event of Default, Mortgagee Trustee or Mortgagee Beneficiary may declare all Secured Indebtedness to be due and payable and the same shall thereupon become due any payable without any presentment, demand, protest or notice of any kind. Thereafter, Mortgagee Trustee and Mortgagee Beneficiary may: Either in person or by agent, with or without bringing any action or proceeding, enter upon and take possession of the Premises, or any part thereof, in its own name, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Premises, or part thereof or interest therein, increase the income therefrom or protect the security hereof and, with or without taking possession of the Premises, xxx for or otherwise collect the Rents, including those past due and unpaid. The entering upon and taking possession of the Premises, the collection of such Rents, and the application thereof as aforesaid, shall not cure or waive any Event of Default or invalidate any act done in response to such Event of Default and, notwithstanding the continuance in possession of the Premises or the collection, receipt and application of Rents, Mortgagee Beneficiary shall be entitled to exercise every right provided for in any of the Credit Documents or by law or equity upon occurrence of any Event of Default, including the right to exercise the power of sale herein provided. Proceed to foreclose this leasehold Mortgage Deed of Trust by judicial proceedings or may, at the option of Mortgagee Trustee or MortgageeBeneficiary, proceed to advertise the sale of the Premises in the way and manner required by law in the State of Pennsylvania North Carolina for foreclosure sales under power of sale, giving the time, terms and place of sale, and dispose of the Premises at public auction in front of the Courthouse of the County in which the Premises or any part are located, to the highest and best bidder for cash in hand or for such other consideration as Mortgagee Trustee or Mortgagee Beneficiary may elect to accept. Mortgagee Trustee need not personally attend or conduct such sale and may, at its option, cause the sale to be conducted by an agent or attorney selected by it. MortgageeTrustee, Mortgagee Beneficiary may bid at such sale. Mortgagee Trustee is hereby authorized to make to the purchaser at such sale all necessary title papers and place the purchaser in peaceable possession of the Premises. Mortgagee Trustee shall collect the proceeds of such sale, applying such proceeds as provided in Section 14. Mortgagor Grantor agrees that possession of the Premises during the existence of the Secured Indebtedness by MortgagorGrantor, or any person claiming under MortgagorGrantor, shall be that of tenant under MortgageeTrustee, and, in case of a sale, as herein provided, Mortgagor Grantor or any person in possession under Mortgagor Grantor shall then become and be tenants holding over, and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over. The power and agency hereby granted are coupled with an interest and are irrevocable and are in addition to any and all other remedies which Mortgagee Trustee or Mortgagee Beneficiary may have at law or in equity. Assignment of Leases and Rents. The assignment of Leases and Rents contained in this MortgageDeed of Trust, shall constitute an absolute assignment of such Leases and Rents to Mortgagee Trustee for the benefit of Mortgagee Beneficiary and to MortgageeBeneficiary, and Mortgagor Grantor hereby assigns and transfers to Mortgagee Trustee and to Mortgagee Beneficiary all of such Leases and Rents as security for the prompt payment and performance of all of the Secured Indebtedness. Notwithstanding the assignment of Leases and Rents contained in this MortgageDeed of Trust, so long as no Event of Default has occurred, Mortgagor Grantor shall have a license (such license to be deemed revoked upon the occurrence of an Event of Default) to collect, retain and enjoy all Rents (provided such are paid no more than 30 days in advance), provided that the existence or exercise of any such right of Mortgagor Grantor shall not operate to subordinate the assignment of Leases and Rents contained in this Mortgage Deed of Trust to any subsequent assignment, in whole or in part, by MortgagorGrantor, and any subsequent assignment by Mortgagor Grantor shall be subject to the rights of Mortgagee Trustee and Mortgagee Beneficiary hereunder. The assignment of Leases and Rents contained in this Mortgage Deed of Trust shall not be deemed or construed to constitute Mortgagee Trustee or Mortgagee Beneficiary as a mortgagee in possession nor obligate Mortgagee Trustee or Mortgagee Beneficiary to take any action or to incur any expenses or perform or discharge any obligation, duty or liability or to permit Mortgagor Grantor to enter into any Leases except in accordance with the terms of this MortgageDeed of Trust. Uniform Commercial Code. For the purpose of noting the names and addresses of the debtor and the secured party under the Uniform Commercial Code of the State of PennsylvaniaNorth Carolina, it is hereby acknowledged and agreed that the MortgagorGrantor's (debtor's) name is Emeritus Corporation and the MortgageeBeneficiary's (secured party's) -------------------- name is Capstone Capital of Pennsylvania, Inc.HR Acquisition I Corporation, and the addresses of the Mortgagor Grantor (debtor) and Mortgagee Beneficiary (secured party) are set forth above. In addition to all other remedies set forth in this MortgageDeed of Trust, the parties expressly agree that with respect to the portion of the Premises constituting fixtures and personal property (tangible and intangible) which are the property of MortgagorGrantor, this Mortgage Deed of Trust is hereby made and declared to be a security agreement in compliance with the provisions of Uniform Commercial Code as enacted in the State of PennsylvaniaNorth Carolina, and Mortgagor Grantor hereby grants to Mortgagee Beneficiary a continuing security interest in the Premises as security for the prompt payment and performance of all of the Secured Indebtedness. Upon the occurrence of any Event of Default hereunder, in addition to all other remedies contained in this MortgageDeed of Trust, Mortgagee Beneficiary shall have all remedies available to a secured party pursuant to the Uniform Commercial Code as enacted in Pennsylvania.North Carolina. Payment of Costs of Exercising Remedies. Grantor covenants and agrees to pay Trustee and Beneficiary all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Trustee or Beneficiary for attorneys' fees, appraiser's fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, costs (which may be estimated as to items to be expanded after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, certificates of title, and similar data and assurances with respect to title, environmental audits and other items as Trustee or Beneficiary may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale the true condition of the title to or the value of the Premises and other reasonable expenditures and expenses incurred by or on behalf of Beneficiary in connection with the exercise of any remedy under this Deed of Trust. All expenditures and expenses of the nature in this paragraph mentioned, and such expenses and fees as may be reasonably incurred in the protection of the Premises and the maintenance of the interest of this Deed of Trust, including the fees of any attorney employed by Trustee or Beneficiary in any litigation or proceeding affecting this Deed of Trust or the Premises, including probate and bankruptcy proceedings, or in preparations for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Grantor, with interest thereon at the Default Rate provided in the Note and shall be secured by this Deed of Trust. Grantor's

Remedies Upon Default; Power of Sale. Upon the occurrence of any Event of Default, Mortgagee or Mortgagee may declare all Secured Indebtedness to be due and payable and the same shall thereupon become due any payable without any presentment, demand, protest or notice of any kind. Thereafter, Mortgagee and Mortgagee may: Either in person or by agent, with or without bringing any action or proceeding, enter upon and take possession of the Premises, or any part thereof, in its own name, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Premises, or part thereof or interest therein, increase the income therefrom or protect the security hereof and, with or without taking possession of the Premises, xxx for or otherwise collect the Rents, including those past due and unpaid. The entering upon and taking possession of the Premises, the collection of such Rents, and the application thereof as aforesaid, shall not cure or waive any Event of Default or invalidate any act done in response to such Event of Default and, notwithstanding the continuance in possession of the Premises or the collection, receipt and application of Rents, Mortgagee shall be entitled to exercise every right provided for in any of the Credit Documents or by law or equity upon occurrence of any Event of Default, including the right to exercise the power of sale herein provided. Proceed to foreclose this leasehold Mortgage by judicial proceedings or may, at the option of Mortgagee or Mortgagee, proceed to advertise the sale of the Premises in the way and manner required by law in the State of Pennsylvania Ohio for foreclosure sales under power of sale, giving the time, terms and place of sale, and dispose of the Premises at public auction in front of the Courthouse of the County in which the Premises or any part are located, to the highest and best bidder for cash in hand or for such other consideration as Mortgagee or Mortgagee may elect to accept. Mortgagee need not personally attend or conduct such sale and may, at its option, cause the sale to be conducted by an agent or attorney selected by it. Mortgagee, Mortgagee may bid at such sale. Mortgagee is hereby authorized to make to the purchaser at such sale all necessary title papers and place the purchaser in peaceable possession of the Premises. Mortgagee shall collect the proceeds of such sale, applying such proceeds as provided in Section 14. Mortgagor agrees that possession of the Premises during the existence of the Secured Indebtedness by Mortgagor, or any person claiming under Mortgagor, shall be that of tenant under Mortgagee, and, in case of a sale, as herein provided, Mortgagor or any person in possession under Mortgagor shall then become and be tenants holding over, and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over. The power and agency hereby granted are coupled with an interest and are irrevocable and are in addition to any and all other remedies which Mortgagee or Mortgagee may have at law or in equity. Assignment of Leases and Rents. The assignment of Leases and Rents contained in this Mortgage, shall constitute an absolute assignment of such Leases and Rents to Mortgagee for the benefit of Mortgagee and to Mortgagee, and Mortgagor hereby assigns and transfers to Mortgagee and to Mortgagee all of such Leases and Rents as security for the prompt payment and performance of all of the Secured Indebtedness. Notwithstanding the assignment of Leases and Rents contained in this Mortgage, so long as no Event of Default has occurred, Mortgagor shall have a license (such license to be deemed revoked upon the occurrence of an Event of Default) to collect, retain and enjoy all Rents (provided such are paid no more than 30 days in advance), provided that the existence or exercise of any such right of Mortgagor shall not operate to subordinate the assignment of Leases and Rents contained in this Mortgage to any subsequent assignment, in whole or in part, by Mortgagor, and any subsequent assignment by Mortgagor shall be subject to the rights of Mortgagee and Mortgagee hereunder. The assignment of Leases and Rents contained in this Mortgage shall not be deemed or construed to constitute Mortgagee or Mortgagee as a mortgagee in possession nor obligate Mortgagee or Mortgagee to take any action or to incur any expenses or perform or discharge any obligation, duty or liability or to permit Mortgagor to enter into any Leases except in accordance with the terms of this Mortgage. Uniform Commercial Code. For the purpose of noting the names and addresses of the debtor and the secured party under the Uniform Commercial Code of the State of PennsylvaniaOhio, it is hereby acknowledged and agreed that the Mortgagor's (debtor's) name is Emeritus Corporation and the Mortgagee's (secured party's) -------------------- name is --------------------- Capstone Capital of PennsylvaniaOhio, Inc., and the addresses of the Mortgagor (debtor) and Mortgagee (secured party) are set forth above. In addition to all other remedies set forth in this Mortgage, the parties expressly agree that with respect to the portion of the Premises constituting fixtures and personal property (tangible and intangible) which are the property of Mortgagor, this Mortgage is hereby made and declared to be a security agreement in compliance with the provisions of Uniform Commercial Code as enacted in the State of PennsylvaniaOhio, and Mortgagor hereby grants to Mortgagee a continuing security interest in the Premises as security for the prompt payment and performance of all of the Secured Indebtedness. Upon the occurrence of any Event of Default hereunder, in addition to all other remedies contained in this Mortgage, Mortgagee shall have all remedies available to a secured party pursuant to the Uniform Commercial Code as enacted in PennsylvaniaOhio.