Common use of REPRESENTATIONS; GENERAL COVENANTS Clause in Contracts

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens in favor of Lender, (E) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (EF) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA (as defined below) or the DACA (as defined below) if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above (ii) being removed in accordance with the terms of Section 2(d), or (iii) consists of Books and Records located at Operator’s or Master Tenant’s chief executive office. Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator Regulatory Agreement and Program Obligations. In addition, and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its Chief Executive Office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsLender, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA (as defined below) or the DACA (as defined below), if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above (ii) being removed in accordance with the terms of Section 2(d), or (iii) consists of Books and Records located at Operator’s or Master Tenant’s chief executive office. Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator Regulatory Agreement and Program Obligations. In addition, and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations. Concurrent with the delivery of such reports, financial statements and other information to HUD, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, and (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Operator Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsLoan, the Master Tenant certifies, represents and warrants promises to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“"Subordinate Master Lease Rights”") , (C) and taxes that are not yet due and payable, the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD (collectively, the “Permitted Liens”a "Lien"); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during Tenantduring the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master TenantXxxxxx’s location (as determined in accordance with Article 9 of the UCC) chief executive office is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Master Xxxxxx's exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantXxxxxx’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such Master Xxxxxx’s organizational ID # on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise Liens in connection with the closing favor of the Loan, such liens Secured Party and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possibleSubordinate Master Lease Rights. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“"Persons”") at any time claiming any interest in the Collateral. The Collateral will only be used by the Master Tenant in the operation of the Project. Until an Event of Default (as defined below) occurs, the Master Tenant may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents and any policy of insurance thereon. The Master Tenant will not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party; however, the Master Tenant will have the right, without the Secured Party's consent, to transfer, sell or dispose of any Collateral which is (i) tangible personal property and (ii) obsolete or worn out ("Consumed Property") if the Master Tenant, concurrently with such transfer, sale or disposition, replaces the Consumed Property with replacement personal property which is free and clear of any Liens except for the Liens in favor of the Secured Party and Subordinate Master Lease Rights and has the same or greater value and utility as the Consumed Property originally had (any such replacement personal property will automatically become a part of the Collateral under this Agreement). The Secured Party's interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) will not be construed as modifying this Agreement or as the Secured Party's consent to the disposition of any Collateral other than as provided in this Agreement. All tangible Collateral is to be located at the Healthcare Facility ("Collateral Location"), and no tangible Collateral may be removed therefrom without the prior consent of the Secured Party unless the Collateral is (i) Consumed Property under the terms of Section 2(c) above or (ii) being removed in accordance with the terms of Section 2(e) below. Immediately on demand therefor by the Secured Party, the Master Tenant will deliver to the Secured Party any and all evidences of ownership of the Collateral (including certificates of title and applications for title). The Master Tenant will give the Secured Party not less than 30 days prior written notice of any change of (A) Master Xxxxxx's corporate, partnership, doing business, trade or legal name or (B) any Collateral Location. The Master Tenant will, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in this connection, the Master Tenant may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Master Tenant's fulfilling of its obligations under this Section 2(e) and does not affect the priority of the security interest created hereby. The Master Tenant will cause the Operator to operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement, Master Tenant’s Regulatory Agreement and Program Obligations (as such term is defined in the Loan Documents). In addition and without limiting the generality of the foregoing, the Master Tenant will deliver to Secured Party copies of all reports, financial statements and other information which the Master Tenant is obligated to provide to HUD pursuant to the Master Tenant’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, not later than the earlier of (i) the delivery of such reports, financial statements and other information to HUD or (ii) ten (10) days after Secured Party makes such request. The Master Tenant will not change (i) without thirty (30) days prior notice to the Secured Party, the location of its chief executive office or (ii) without the prior written consent of Secured Party, which shall not be unreasonably withheld, its jurisdiction of organization. The Master Tenant will not merge or consolidate with or into any other Person without the prior written consent of Secured Party.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsLender, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master Tenant’s Operator organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow of Operator funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA (as defined below) or the DACA (as defined below), if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Lender interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above (ii) being removed in accordance with the terms of Section 2(d), or (iii) consists of Books and Records located at Operator or Master Tenant chief executive office. Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator Regulatory Agreement and Program Obligations. In addition, and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations. Concurrent with the delivery of such reports, financial statements and other information to HUD, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security AgreementInstrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (AaA) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (BbB) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (CcC) taxes that are not yet due and payable, (DdD) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsLender, and (EeE) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate HUD statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart [dated as of the date of closing and provided to Lender][attached hereto as Exhibit C-1] accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral provided to residentsutilized in the ordinary course of providing services to the residents of the Healthcare facilityFacility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above or (ii) being removed in accordance with the terms of Section 2(d). Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly effectsreflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Xxxxxx (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens in favor of Lender, (E) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (EF) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart [dated as of the date of closing and provided to Lender][attached hereto as Exhibit C-1] accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above or (ii) being removed in accordance with the terms of Section 2(d). Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens in favor of Lender, (E) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (EF) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart [dated as of the date of closing and provided to Lender][attached hereto as Exhibit C-1] accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Lender’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above or (ii) being removed in accordance with the terms of Section 2(d). Immediately on demand therefor by Lender, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Lender.

REPRESENTATIONS; GENERAL COVENANTS. 150 (a) To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to 151 grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as 152 such term is defined in the Borrower’s Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party 153 Lender that the following statements are, and will shall continue throughout the term of this 154 Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, 155 the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second priority 156 security interest, subject only to the security interests created under the First Mortgage 157 Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; 158 (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this 159 Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, 160 pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted 161 pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator 162 Agreement, if any, which are subordinate to the liens in favor of the Secured Party Xxxxxx (“Subordinate Master Lease 163 Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens in favor of Xxxxxx, 164 (E) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and 165 (EF) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing 166 by Secured Party Xxxxxx and HUD that do not violate statutes or HUD regulations (collectively, the 167 “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; 168 (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during 169 the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant 170 Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit 171 C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined in 172 accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; 173 (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this 174 Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this 175 Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant 176 Operator is organized is the number identified as such on the financing statement(s) statements filed in 177 connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator 178 has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, 179 any electronic chattel paper, any commercial tort claims, any instruments, including promissory 180 notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and 181 provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow 182 of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third 183 party) relevant thereto, including account numbers, depository banks, the names of all parties 184 named on or with an interest in each deposit account, the type of account, and the DAISA or the 185 DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in 186 any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, 187 create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the 188 extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in 189 connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender Xxxxxx and 190 HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Xxxxxx’s request, will shall defend 191 the Collateral against the claims and demands of any individual, unincorporated association, 192 partnership, joint venture, trust, business trust, corporation, limited liability company, institution, 193 entity or any governmental authority (“Persons”) at any time claiming any interest in the 194 Collateral. 195 (b) The Collateral shall be used by Operator only in the operation of the 196 Project. Until an Event of Default (as defined below) occurs, Operator may have possession of 197 the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the 198 Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, 199 assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of 200 Lender; however, Operator will have the right, without Xxxxxx’s consent, to transfer, sell or 201 dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved 202 Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of 203 providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has 204 become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating 205 the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator 206 shall promptly replace the Consumed Property with other property of reasonably equivalent 207 value as necessary or appropriate to maintain the operation of the Healthcare Facility for the 208 Approved Use in compliance with applicable law and Program Obligations. Replacement 209 personal property shall be free and clear of any Liens except for the Permitted Liens. (To the 210 extent of Operator’s interest in such property, any such replacement personal property shall 211 automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the 212 proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in 213 financing statements or otherwise) shall not be construed as modifying this Agreement or as 214 Xxxxxx’s consent to the disposition of any of the Collateral other than as provided in this 215 Agreement. 216 (c) All of the tangible Collateral is to be located at the Healthcare Facility (the 217 “Collateral Location”), and none of the tangible Collateral may be removed therefrom without 218 the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of 219 Section 2(b) above (ii) being removed in accordance with the terms of Section 2(d), or (iii) 220 consists of Books and Records located at Operator’s or Master Xxxxxx’s Chief Executive Office. 221 Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all 222 evidences of ownership of the Collateral (including certificates of title and applications for title). 223 Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) 224 Operator’s corporate, partnership, limited liability company, doing business, trade or legal name 225 or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not 226 less than thirty (30) days prior to the effective date of such name change (i) written notice of the 227 name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects 228 the name change, which UCC-3 financing statement must be filed and/or recorded in all 229 appropriate filing offices and any other offices where a UCC-1 financing statement was filed in 230 connection with the closing of the Loan. Additionally, Operator shall not change the Collateral 231 Location, without the prior written consent of Xxxxxx, and without taking all such actions 232 necessary to insure such change does not impair or adversely affect any Liens of Lender. 233 (d) Operator shall, at its own cost and expense, maintain all of the tangible 234 Collateral in good working condition and make all necessary renewals, repairs, replacements, 235 additions, betterments and improvements thereto, and, in connection therewith, Operator may 236 temporarily remove the same, or any part thereof, from the Project if such removal is necessary 237 or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and 238 does not affect the priority of the security interest created hereby. 239 (e) Operator shall operate the Healthcare Facility in accordance with, and in 240 all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In 241 addition and without limiting the generality of the foregoing, Operator shall deliver to Lender 242 copies of all reports, financial statements and other information which Operator is obligated to 243 provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the 244 Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial 245 statements and other information to HUD. In addition, Operator shall provide such other 246 financial statements, reports or other information pertaining to the Project or financial condition 247 of Operator as Lender may reasonably request, to Lender within ten (10) days after Xxxxxx 248 makes such request or such other time frame as may be required under the applicable Loan 249 Documents or Program Obligations. 250 (f) Operator shall not change (i) without thirty (30) days prior notice to 251 Lender, the location of its Chief Executive Office, or (ii) without the prior written consent of 252 Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its 253 “location” (as such term is defined in the UCC) provided that no such change shall be permitted 254 unless Operator has provided all such financing statements or amendments, and/or filed 255 financing statements in such additional jurisdictions, and provided all other assurances necessary 256 to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. 257 (g) Operator shall not merge or consolidate with or into any other Person 258 without the prior written consent of Lender. 259 (h) Operator shall not establish any deposit account unless (i) with respect to 260 any proposed deposit account (other than those set forth on Exhibit C), at least thirty (30) days 261 prior written notice of the name and address of the depository bank, the type of account and any 262 other information reasonably requested by Xxxxxx is provided to Lender with a revised Exhibit 263 C-1 cash flow chart showing the effect on and the position of such account in the flow of funds 264 and (ii) contemporaneously therewith, if requested by Xxxxxx consistent with Operator’s 265 obligations under Section 14, and unless otherwise approved by Lender and HUD, a control 266 agreement (each such control agreement, a “DACA”) or, if one of the Government Receivables 267 Accounts (as hereafter defined), a deposit account instruction services agreement (a “DAISA”), 268 in form and substance acceptable to Lender, is entered into among Operator, First Lender, 269 Lender and the depository bank where the deposit account is to be maintained. Notwithstanding 270 the foregoing, a DACA shall not be required on payroll accounts that are funded solely with 271 funds that have first gone through an account subject to a DACA to which FHA lender is a 272 secured party, nor shall a DACA be required on accounts into which funds that belong solely to 273 residents, as opposed to the Healthcare Facility/Operator, are deposited (provided that any 274 portion of any resident funds that are deposited into such accounts and to which the facility or 275 Operator becomes entitled shall be promptly deposited into a DACA account to which FHA 276 lender is a party at the earliest point permitted by applicable law and its contracts with 277 residents). The flow chart at Exhibit C-1 reflects the accounts that Lender and HUD are 278 requiring, as of the date of this Agreement, to be governed by DAISAs or DACAs, based on 279 Operator’s representations as to their nature and their position in the cash flow process. Upon 280 Xxxxxx’s request (which request need be made only once and not on a recurring basis), Operator 281 shall take or cause to be taken all reasonable steps to cause each of such depository banks to 282 provide to Lender, (A) whether by internet access or otherwise, on-line screen access to daily 283 activity in such deposit accounts, and (B) a copy of each periodic account statement relating to 284 such deposit accounts ordinarily furnished by the depository bank to the account holder. 285 Operator authorizes and approves of Lender communicating directly with each depository bank 286 that maintains a deposit account for Operator. Operator shall maintain one or more separate 287 deposit accounts into which only Government Payments are deposited (collectively, the 288 “Government Receivables Accounts”), and Operator shall not commingle in any of the 289 Government Receivables Accounts proceeds of accounts from non-governmental sources, with 290 proceeds of accounts owing from governmental sources, including Government Payments. 291 Operator shall cause all Government Payments to be paid directly into the Government 292 Receivables Accounts. Prior to establishing any of the Government Receivables Accounts, 293 Operator shall cause a DAISA in form and substance acceptable to Lender to be entered into 294 with respect to each of the Government Receivables Accounts by and among Operator, First 295 Lender, Lender or Eligible AR Lender, and the depository banks that maintain the Government 296 Receivables Accounts. Unless otherwise expressly approved by Lender and HUD, each DAISA 297 shall provide that the depository bank initiate a funds transfer each business day, of all collected 298 and available funds in the applicable Government Receivables Account to a non-Government 299 Receivables Account of Operator that is then subject to a DACA (“Account Holder’s 300 Instructions”). Not less than thirty (30) days prior to the effective date thereof, Operator shall 301 provide to Lender a copy of (1) any change to any DAISA, or (2) any new or changed Account 302 Xxxxxx’s Instructions with respect to one of the Government Receivables Accounts issued to a 303 depository bank maintaining such Government Receivables Account, in each case no later than 304 providing the change or directions to the depository bank. To the extent that any representative 305 of Operator or other third party is named on or has an interest in any deposit account now or 306 hereafter established relevant to the flow of funds of Operator, such arrangement must be 307 acceptable to Lender and HUD and compliant with any restrictions in the Loan Documents. 308 Operator shall cause such deposit accounts to comply with this Section and shall, if required by 309 Lender and/or HUD, cause such third party to execute such security agreements, joinders, 310 DACAs or other documents as may be required for the purpose of granting Lender a security 311 interest in, perfecting or continuing such security interest in, and binding such third party’s 312 interest in any such deposit accounts and/or funds or other items deposited therein. Except as 313 otherwise provided in any DACA approved by Lender and HUD, unless a default exists under 314 this Agreement or the Loan Documents, Lender will not provide notice under a DACA to the 315 depository bank that is party to such DACA that Lender is exercising rights of control in the

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security Agreement), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (Aa) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (Bb) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (Cc) taxes that are not yet due and payable, (Dd) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsLender, and (Ee) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate HUD statutes or regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart [dated as of the date of closing and provided to Lender][attached hereto as Exhibit C-1] accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral provided to residents in the ordinary course of providing services to the residents of the Healthcare facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above or (ii) being removed in accordance with the terms of Section 2(d). Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly effects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. 240 (a) To induce the Secured Party to make the Loan to Borrower and to induce 241 HUD to grant its consent as applicable to the proposed transaction, pursuant to Program 242 Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the 243 following statements are, and will continue throughout the term of this Agreement to be, true: (i) 244 the security interest granted to the Secured Party in the Collateral constitutes a valid, second 245 priority security interest, subject only to the security interests created under the First Mortgage 246 Documents; (ii) the Master Tenant Xxxxxx has good title to, and is the sole and lawful owner of, the 247 Collateral; (iii) the Master Tenant Xxxxxx has full power and authority to enter into and perform its 248 obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security 249 interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the 250 extent expressly permitted pursuant to any accounts receivable financing approved by Lender 251 and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master 252 Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate 253 Master Lease Rights”) , (C) taxes that are not yet due and payable, (D) Liens in favor of 254 Lender, (E) Xxxxx granted in favor of First Lender and/or HUD under the First Mortgage 255 Documents, and (EF) those Liens, if any, permitted by Program Obligations and/or otherwise 256 approved in writing by Secured Party and HUD (collectively, the “Permitted Liens”); (v) the 257 Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, 258 assumed names, fictitious names and other names used by the Master Tenant Xxxxxx during the five year 259 period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the 260 Master Tenant has not, during the preceding five year period, except as may be set forth on 261 unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s 262 location (as determined in accordance with Article 9 of the UCC) is as set forth in the first 263 paragraph of this Agreement; (viii) Master Xxxxxx's exact legal name is as set forth in the first 264 paragraph of this Agreement; (ix) Master TenantXxxxxx’s organizational number (if any) as assigned by 265 the State in which Master Tenant is organized is the number identified as such on the financing 266 statement(s) filed in connection with the closing of the Loan, if such financing statements require 267 such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s 268 Security Agreement accurately and completely discloses the flow of Operator’s and Master 269 Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and 270 except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or 271 interests in, or with respect to, any investment property, any letters of credit, any electronic 272 chattel paper, any commercial tort claims, any instruments, including promissory notes, or any 273 deposit accounts. 274 (b) The Master Tenant will not grant, create or permit to exist any Lien on any 275 of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens 276 that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, 277 such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly 278 as possible. The Master TenantXxxxxx, at the Secured Party's request, will defend the Collateral against 279 the claims and demands of any individual, unincorporated association, partnership, joint venture, 280 trust, business trust, corporation, limited liability company, institution, entity or any 281 governmental authority (“Persons”) at any time claiming any interest in the Collateral. 282 (c) The Collateral will be used by the Master Tenant only in the operation of 283 the Project. Until an Event of Default (as defined below) occurs, the Master Tenant may have 284 possession of the Collateral and use it in any lawful manner not inconsistent with the Loan 285 Documents, the Master Lease Documents, and any policy of insurance thereon. The Master 286 Tenant will not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior 287 written consent of the Secured Party; however, the Master Xxxxxx will have the right, without the 288 Secured Party's consent, to transfer, sell or dispose of Collateral in the ordinary course of 289 business of operating the Healthcare Facility for the Approved Use as follows: (i) any inventory 290 or other tangible Collateral utilized in the ordinary course of providing services to the residents 291 of the Healthcare Facility and (ii) any of the Collateral that has become obsolete, worn out, or 292 otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such 293 Collateral shall be known as “Consumed Property.” Master Tenant shall promptly replace such 294 Consumed Property with other property of reasonably equivalent value as necessary or 295 appropriate to maintain the operation of the Healthcare Facility for the Approved Use in 296 compliance with applicable law and Program Obligations. Replacement personal property shall 297 be free and clear of any Liens except for the Permitted Liens. To the extent of Master Xxxxxx’s 298 interest, any such replacement personal property will automatically become a part of the 299 Collateral under this Agreement. The Secured Party's interests in the proceeds of the Collateral 300 (or notification of its interests in the proceeds of the Collateral in financing statements or 301 otherwise) will not be construed as modifying this Agreement or as the Secured Party's consent 302 to the disposition of any Collateral other than as provided in this Agreement. 303 (d) All tangible Collateral is to be located at the Healthcare Facility, and no 304 tangible Collateral may be removed therefrom without the prior consent of the Secured Party 305 unless the Collateral is (i) Consumed Property under the terms of Section 3(c) above or (ii) being 306 removed in accordance with the terms of Section 3(f) below or (iii) Books and Records located at 307 Master Xxxxxx’s Chief Executive Office. Immediately on demand therefor by the Secured Party, 308 the Master Xxxxxx will deliver to the Secured Party any and all evidences of ownership of the 309 Collateral (including certificates of title and applications for title). 310 (e) The Master Tenant will give the Secured Party not less than 30 days prior 311 written notice of any change of (A) Master Xxxxxx's corporate, limited liability company, 312 partnership, doing business, trade or legal name or (B) the location of any Collateral. Prior to 313 changing its name, the Master Tenant shall provide Secured Party, not less than thirty (30) days 314 prior to the effective date of any name change (i) written notice to the Secured Party of such 315 name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects 316 the name change, which UCC-3 financing statement must be filed and/or recorded in all 317 appropriate filing offices and any other offices where a UCC-1 financing statement was filed in 318 connection with the closing of the Loan. Additionally, the Master Tenant shall not change the 319 location of the Collateral, without the prior written consent of Secured Party, and without taking 320 all such actions necessary to insure such change does not impair or adversely affect Secured 321 Party’s Liens. 322 (f) The Master Tenant will, at its own cost and expense, maintain all of the 323 tangible Collateral in good working condition and make all necessary renewals, repairs, 324 replacements, additions, betterments and improvements thereto, and, in connection therewith, the 325 Master Tenant may temporarily remove the same, or any part thereof, from the Project if such 326 removal is necessary or advisable in connection with the Operator fulfilling its obligations 327 under this Section 3(f) and does not affect the priority of the security interest created hereby. 328 (g) The Master Tenant will operate or cause the Operator to operate the 329 Healthcare Facility in accordance with, and in all other ways comply with, the Master Xxxxxx’s 330 and/or Operator’s Regulatory Agreement and Program Obligations (as such term is defined in 331 the Loan Documents). In addition and without limiting the generality of the foregoing, the 332 Master Xxxxxx will deliver to Secured Party copies of all reports, financial statements and other 333 information which the Master Tenant is obligated to provide to HUD pursuant to the Master 334 Tenant’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program 335 Obligations concurrent with the delivery of such reports, financial statements and other 336 information to HUD. In addition, Master Tenant shall provide such other financial statements, 337 reports or other information pertaining to the Project or financial condition of Master Tenant as 338 Secured Party may reasonably request, to Secured Party within ten (10) days after Secured 339 Party makes such request or such other time frame as may be required under the applicable Loan 340 Document or Program Obligations. 341 (h) The Master Tenant will not change (i) without thirty (30) days prior notice 342 to the Secured Party, the location of its chief executive office or (ii) without the prior written 343 consent of Secured Party, which shall not be unreasonably withheld, its jurisdiction of 344 organization or its “location” (as such term is defined in the UCC) provided that no such change 345 shall be permitted unless Master Tenant has provided all such financing statements or 346 amendments, and/or filed financing statements in such additional jurisdictions, and provided all 347 other assurances necessary to assure the creation, preservation, continuation and/or perfection of 348 Secured Party’s Liens. 349 (i) The Master Tenant will not merge or consolidate with or into any other 350 Person without the prior written consent of Secured Party. 351 (j) The Master Tenant will not establish any Deposit Accounts (as defined 352 below) unless (i) with respect to any proposed Deposit Account (other than those disclosed on 353 unrecorded Exhibit C) at least thirty (30) days prior written notice of the name and address of the 354 depository bank, the type of account and any other information reasonably requested by the 355 Secured Party is provided to Secured Party and (ii) contemporaneously therewith, if requested by 356 the Secured Party consistent with the Master Tenant’s obligations under Section 15, a deposit 357 account control agreement in form and substance acceptable to the Secured Party and HUD 358 (“DACA”) or, in instances of a Government Receivables Account (as defined below), a deposit 359 account instruction services agreement in form and substance acceptable to Secured Party and 360 HUD (“DAISA”), is entered into among the Master Tenant, First Lender, the Secured Party and 361 the depository bank where the deposit account would be maintained.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsLender, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above (ii) being removed in accordance with the terms of Section 2(d), or (iii) consists of Books and Records located at Operator’s or Master Tenant’s Chief Executive Office.. Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Xxxxxx (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens in favor of Lender, (E) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (EF) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above (ii) being removed in accordance with the terms of Section 2(d), or (iii) consists of Books and Records located at Operator’s or Master Tenant’s Chief Executive Office. Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s SecurityBorrower Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Xxxxxx (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens in favor of Lender, (E) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (EF) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA (as defined below) or the DACA, (as defined below) if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above (ii) being removed in accordance with the terms of Section 2(d), or (iii) consists of Books and Records located at Operator’s or Master Tenant’s Cchief Eexecutive Ooffice. Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s RegulatoryOperator Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s RegulatoryOperator Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its Chief Executive Office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. 228 (a) To induce the Secured Party to make the Loan to Borrower and to induce HUD to 229 grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the 230 Master Tenant certifies, represents and warrants to the Secured Party that the following 231 statements are, and will continue throughout the term of this Agreement to be, true: (i) the 232 security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority 233 security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Xxxxxx has good title to, and is the sole and lawful owner of, the 234 Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its 235 obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security 236 interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the 237 extent expressly permitted pursuant to any accounts receivable financing approved by Lender 238 and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master 239 Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate 240 Master Lease Rights”) , (C) taxes that are not yet due and payable, and (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, 241 permitted by Program Obligations and/or otherwise approved in writing by Secured Party and 242 HUD (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral 243 at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names 244 used by the Master Tenant during the five year period preceding the date of this Agreement are 245 set forth on unrecorded Exhibit C, and the Master Tenant Xxxxxx has not, during the preceding five year 246 period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk 247 transfer; (vii) Master Tenant’s location (as determined in accordance with Article 9 of the UCC) 248 is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's exact legal name is 249 as set forth in the first paragraph of this Agreement; (ix) Master TenantXxxxxx’s organizational number 250 (if any) as assigned by the State in which Master Tenant Xxxxxx is organized is the number identified as 251 such on the financing statement(s) filed in connection with the closing of the Loan, if such 252 financing statements require such organizational number (x) the cash flow chart attached as 253 Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow 254 of Operator’s and Master TenantXxxxxx’s funds, and (xi) unrecorded Exhibit C attached hereto is 255 accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master 256 Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters 257 of credit, any electronic chattel paper, any commercial tort claims, any instruments, including 258 promissory notes, or any deposit accounts. 259 (b) The Master Tenant will not grant, create or permit to exist any Lien on any of the 260 Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that 261 are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such 262 liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as 263 possible. The Master TenantXxxxxx, at the Secured Party's request, will defend the Collateral against 264 the claims and demands of any individual, unincorporated association, partnership, joint venture, 265 trust, business trust, corporation, limited liability company, institution, entity or any 266 governmental authority (“Persons”) at any time claiming any interest in the Collateral. 267 (c) The Collateral will be used by the Master Tenant only in the operation of the 268 Project. Until an Event of Default (as defined below) occurs, the Master Tenant may have 269 possession of the Collateral and use it in any lawful manner not inconsistent with the Loan 270 Documents, the Master Lease Documents, and any policy of insurance thereon. The Master 271 Tenant will not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior 272 written consent of the Secured Party; however, the Master Xxxxxx will have the right, without the 273 Secured Party's consent, to transfer, sell or dispose of Collateral in the ordinary course of 274 business of operating the Healthcare Facility for the Approved Use as follows: (i) any inventory 275 or other tangible Collateral utilized in the ordinary course of providing services to the residents 276 of the Healthcare Facility and (ii) any of the Collateral that has become obsolete, worn out, or 277 otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such 278 Collateral shall be known as “Consumed Property.” Master Tenant shall promptly replace such 279 Consumed Property with other property of reasonably equivalent value as necessary or 280 appropriate to maintain the operation of the Healthcare Facility for the Approved Use in 281 compliance with applicable law and Program Obligations. Replacement personal property shall 282 be free and clear of any Liens except for the Permitted Liens. To the extent of Master Xxxxxx’s 283 interest, any such replacement personal property will automatically become a part of the 284 Collateral under this Agreement. The Secured Party's interests in the proceeds of the Collateral 285 (or notification of its interests in the proceeds of the Collateral in financing statements or 286 otherwise) will not be construed as modifying this Agreement or as the Secured Party's consent 287 to the disposition of any Collateral other than as provided in this Agreement. 288 (d) All tangible Collateral is to be located at the Healthcare Facility, and no tangible 289 Collateral may be removed therefrom without the prior consent of the Secured Party unless the 290 Collateral is (i) Consumed Property under the terms of Section 3(c) above or (ii) being removed 291 in accordance with the terms of Section 3(f) below or (iii) Books and Records located at Master 292 Xxxxxx’s Chief Executive Office. Immediately on demand therefor by the Secured Party, the 293 Master Xxxxxx will deliver to the Secured Party any and all evidences of ownership of the 294 Collateral (including certificates of title and applications for title). 295 (e) The Master Tenant will give the Secured Party not less than 30 days prior written 296 notice of any change of (A) Master Xxxxxx's corporate, limited liability company, partnership, 297 doing business, trade or legal name or (B) the location of any Collateral. Prior to changing its 298 name, the Master Tenant shall provide Secured Party, not less than thirty (30) days prior to the 299 effective date of any name change (i) written notice to the Secured Party of such name change, 300 and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name 301 change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing 302 offices and any other offices where a UCC-1 financing statement was filed in connection with 303 the closing of the Loan. Additionally, the Master Tenant shall not change the location of the 304 Collateral, without the prior written consent of Secured Party, and without taking all such actions 305 necessary to insure such change does not impair or adversely affect Secured Party’s Liens. 306 (f) The Master Tenant will, at its own cost and expense, maintain all of the tangible 307 Collateral in good working condition and make all necessary renewals, repairs, replacements, 308 additions, betterments and improvements thereto, and, in connection therewith, the Master 309 Tenant may temporarily remove the same, or any part thereof, from the Project if such removal is 310 necessary or advisable in connection with the Operator fulfilling its obligations under this 311 Section 3(f) and does not affect the priority of the security interest created hereby. 312 (g) The Master Tenant will operate or cause the Operator to operate the Healthcare 313 Facility in accordance with, and in all other ways comply with, the Master Xxxxxx’s and/or 314 Operator’s Regulatory Agreement and Program Obligations (as such term is defined in the Loan 315 Documents). In addition and without limiting the generality of the foregoing, the Master Tenant 316 will deliver to Secured Party copies of all reports, financial statements and other information 317 which the Master Xxxxxx is obligated to provide to HUD pursuant to the Master Xxxxxx’s 318 Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations 319 concurrent with the delivery of such reports, financial statements and other information to HUD. 320 In addition, Master Tenant shall provide such other financial statements, reports or other 321 information pertaining to the Project or financial condition of Master Tenant as Secured Party 322 may reasonably request, to Secured Party within ten (10) days after Secured Party makes such 323 request or such other time frame as may be required under the applicable Loan Document or 324 Program Obligations. 325 (h) The Master Tenant will not change (i) without thirty (30) days prior notice to the 326 Secured Party, the location of its chief executive office or (ii) without the prior written consent of 327 Secured Party, which shall not be unreasonably withheld, its jurisdiction of organization or its 328 “location” (as such term is defined in the UCC) provided that no such change shall be permitted 329 unless Master Tenant has provided all such financing statements or amendments, and/or filed 330 financing statements in such additional jurisdictions, and provided all other assurances necessary 331 to assure the creation, preservation, continuation and/or perfection of Secured Party’s Liens. 332 (i) The Master Tenant will not merge or consolidate with or into any other Person 333 without the prior written consent of Secured Party. 334 (j) The Master Tenant will not establish any Deposit Accounts (as defined below) 335 unless (i) with respect to any proposed Deposit Account (other than those disclosed on 336 unrecorded Exhibit C) at least thirty (30) days prior written notice of the name and address of the 337 depository bank, the type of account and any other information reasonably requested by the 338 Secured Party is provided to Secured Party and (ii) contemporaneously therewith, if requested by 339 the Secured Party consistent with the Master Tenant’s obligations under Section 15, a deposit 340 account control agreement in form and substance acceptable to the Secured Party and HUD 341 (“DACA”) or, in instances of a Government Receivables Account (as defined below), a deposit 342 account instruction services agreement in form and substance acceptable to Secured Party and 343 HUD (“DAISA”), is entered into among the Master Tenant, the Secured Party and the depository 344 bank where the deposit account would be maintained.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents certifies and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) than rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , and inferior liens which are explicitly approved in writing by the Secured Party (C“Permitted Liens”) and taxes that are not yet due and payable, the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD (collectively, the a “Permitted LiensLien”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master XxxxxxTenant's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number and (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral will be used by the Master Tenant only in the operation of the Project. Until an Event of Default (as defined below) occurs, the Master Tenant may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents, the Master Lease Documents, and any policy of insurance thereon. The Master Tenant will not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party; however, the Master Tenant will have the right, without the Secured Party's consent, to transfer, sell or dispose of Collateral in the ordinary course of business of operating the Healthcare Facility for the Approved Use as follows: (i) of any inventory or other tangible Collateral provided to residents in the ordinary course of providing services to such residents and (ii) of Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as “Consumed Property.” Master Tenant shall promptly replace such Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. To the extent of Master Xxxxxx’s interest, any such replacement personal property will automatically become a part of the Collateral under this Agreement. The Secured Party's interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) will not be construed as modifying this Agreement or as the Secured Party's consent to the disposition of any Collateral other than as provided in this Agreement. All tangible Collateral is to be located at the Healthcare Facility, and no tangible Collateral may be removed therefrom without the prior consent of the Secured Party unless the Collateral is (i) Consumed Property under the terms of Section 3(c) above or (ii) being removed in accordance with the terms of Section 3(f) below. Immediately on demand therefor by the Secured Party, the Master Tenant will deliver to the Secured Party any and all evidences of ownership of the Collateral (including certificates of title and applications for title). The Master Tenant will give the Secured Party not less than 30 days prior written notice of any change of (A) Master Xxxxxx's corporate, partnership, doing business, trade or legal name or (B) the location of any Collateral. Prior to changing its name, the Master Tenant shall provide Secured Party, not less than thirty (30) days prior to the effective date of any name change (i) written notice to the Secured Party of such name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly effects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, the Master Tenant shall not change the location of the Collateral, without the prior written consent of Secured Party, and without taking all such actions necessary to insure such change does not impair or adversely affect Secured Party’s Liens. The Master Tenant will, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, the Master Tenant may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator's fulfilling of its obligations under this Section 3(f) and does not affect the priority of the security interest created hereby. The Master Tenant will operate or cause the Operator to operate the Healthcare Facility in accordance with, and in all other ways comply with, the Master Tenant’s and/or Operator’s Regulatory Agreement and Program Obligations (as such term is defined in the Loan Documents). In addition and without limiting the generality of the foregoing, the Master Tenant will deliver to Secured Party copies of all reports, financial statements and other information which the Master Tenant is obligated to provide to HUD pursuant to the Master Tenant’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Master Tenant shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Master Tenant as Secured Party may reasonably request, to Secured Party within (10) days after Secured Party makes such request or such other time frame as may be required under the applicable Loan Document or Program Obligations. The Master Tenant will not change (i) without thirty (30) days prior notice to the Secured Party, the location of its chief executive office or (ii) without the prior written consent of Secured Party, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Master Tenant has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of Secured Party’s Liens. The Master Tenant will not merge or consolidate with or into any other Person without the prior written consent of Secured Party. The Master Tenant will not establish any deposit accounts (as such term is defined in the UCC) unless (i) with respect to any proposed deposit account (other than those disclosed on unrecorded Exhibit C) at least thirty (30) days prior written notice of the name and address of the depository bank, the type of account and any other information reasonably requested by the Secured Party is provided to Secured Party and (ii) contemporaneously therewith, if requested by the Secured Party consistent with the Master Tenant’s obligations under Section 15, a control agreement in form and substance acceptable to the Secured Party is entered into among the Master Tenant, the Secured Party and the depository bank where the deposit account would be maintained (each a “Control Agreement”). Upon the Secured Party’s request (which request need be made only once and not on a recurring basis), the Master Tenant will take all reasonable steps to cause each of the Master Tenant’s depository banks to provide to the Secured Party, (A) whether by Internet access or otherwise, on-line screen access to daily activity in the Master Tenant’s deposit accounts, and (B) a copy of each periodic account statement relating to the Master Xxxxxx’s deposit accounts ordinarily furnished by the depository bank to the Master Tenant. The Master Xxxxxx authorizes and approves of the Secured Party communicating directly with each depository bank that maintains a deposit account for the Master Tenant. The Master Tenant will maintain one or more separate deposit account(s) into which only Government Payments are deposited (collectively, the “Government Receivables Accounts”), and the Master Tenant will not commingle in any Government Receivables Account proceeds of accounts from non-governmental sources with proceeds of accounts owing from governmental sources, including Government Payments. Prior to allowing any Government Receivables Account to be established, the Master Tenant shall cause a deposit account instruction services agreement in form and substance acceptable to the Secured Party to be entered into with respect to each Government Receivables Account by and among the Operator, or Master Tenant, if applicable, the Secured Party and the depository bank that maintains such Government Receivables Account (each, a “DAISA”). The DAISA shall instruct the depository bank to initiate a funds transfer each business day, unless the Secured Party approves otherwise, of all available funds in the applicable Government Receivables Account to a non-Government Receivables Account of the Operator or Master Tenant that is then subject to a Control Agreement. Not less than thirty (30) days prior to the effective date thereof, the Master Tenant will provide or will cause to be provided to the Secured Party a copy of (1) any change to any DAISA, or (2) any new directions with respect to a Government Receivables Account issued to a depository bank maintaining such Government Receivables Account, in each case no later than providing the change or directions to the depository bank. Unless a default exists under this Agreement or any other Master Lease Document or Loan Document, the Secured Party will not provide notice to the depository bank that is party to a Control Agreement that Secured Party is exercising rights of control in the Master Xxxxxx’s deposit accounts.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party PartyLender to make the Loan Loan, the to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security Agreement), the Master Tenant certifies, represents Operator promisescertifies and warrants to the Secured Party PartyLender that the following statements are, and will willshall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 1920 hereof, the security interest granted to the Secured Party PartyLender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) except to the extent expressly permitted pursuant to Section 19 hereof, rights granted to the Borrower under the Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party ("Subordinate Agreement Rights") and taxes that are not yet due and payable, the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “"Lien"); (v) the Operator keeps all“Lien”) except (Aa) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (Bb) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (Cc) taxes that are not yet due and payable, (Dd) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsXxxxxx, and (Ee) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Xxxxxx and HUD that do not violate HUD statutes or regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant OperatorduringOperator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master TenantOperator’s chief executive officethe location of Operator (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator'sOperator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator'sOperator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State Statestate in which Master Tenant Operator is organized is the number identified as Operator’s organizational ID #such on the financing statement(s) statement(s)statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and and; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rights, titles titlesright, title or interests interestsinterest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant Operator will not grant, create or permit to exist any Lien on any of the Collateral except for the Liens in favor of the Secured Party and Subordinate Operator Agreement Rights, and except to the extent expressly permitted pursuant to Section 19 hereof. The Operator, at the Secured Party's request, will; and (xii) the cash flow chart [dated as of the date of closing and provided to Lender][attached hereto as Exhibit C-1] accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Xxxxxx’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority ("(“Persons")”) at any time claiming any interest in the Collateral. The Collateral will onlyshall be used by the Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, the Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. The Operator willshall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of the Secured PartyLender; however, the Operator will have the right, without the Secured Party'sLender’s consent, to transfer, sell or dispose, in the ordinary course of any Collateral which isbusiness of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible personal property Collateral provided to residents in the ordinary course of providing services to the residents of the Healthcare facility, and (ii) of the Collateral that has become obsolete or, worn out (", or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property") if the.” Operator, concurrently with such transfer, sale or disposition, replaces shall promptly replace the Consumed Property with replacementother property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property which isshall be free and clear of any Liens except for the Permitted Liens in favor of the Secured Party and Subordinate Operator Agreement Rights and has the same or greater value and utility as the Consumed Property originally had (. (To the extent of Operator’s interest in such property, any such replacement personal property willshall automatically become a part of the Collateral under this Agreement). The Secured Party's Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) willshall not be construed as modifying this Agreement or as the Secured Party'sLender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility ("(the “Collateral Location"),”), and nonone of the tangible Collateral may be removed therefrom without the prior consent of the Secured PartyLender unless the Collateral is (i) the Consumed Property under the terms of Section 2(cb) above or (ii) being removed in accordance with the terms of Section 2(e) below.d). Immediately on demand therefor by the Secured Party, the Lender, Operator willshall deliver to the Secured PartyLender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). The Operator willshall give the Secured PartyLender not less than thirty (30) days prior written notice of any change of (A) Operator'sOperator’s corporate, partnership, doing business, trade or legal name or (B) anythe Collateral Location. The Prior to changing its name, Operator willshall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly effects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in this connection, the therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator'sOperator fulfilling of its obligations under this Section 2(ed) and does not affect the priority of the security interest created hereby. The Operator willshall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations (as such term is defined in the Loan Documents).. In addition and without limiting the generality of the foregoing, the Operator willshall deliver to Secured PartyLender copies of all reports, financial statements and other information which the Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, not later than the earlier of (i)concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or (ii)other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Secured PartyLender makes such request. or such other time frame as may be required under the applicable Loan Documents or Program Obligations. The Operator willshall not change (i) without thirty (30) days prior notice to the Secured PartyLender, the location of its chief executive office, or (ii) without the prior written consent of Secured PartyLender, which shall not be unreasonably withheld, its jurisdiction of organization. The or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator willhas provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Secured PartyLender.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the other thanthe Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) and inferior liens which are explicitly, (C) taxes that are not yet due and payable, and (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by the Secured Party (“and HUD (collectively, the “Permitted Liens”) and taxes that are not yet due and payable, the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number and (xx)(x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master TenantXxxxxx’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral will be used by the Master Tenant only in the operation of the Project. Until an Event of Default (as defined below) occurs, the Master Tenant may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents, the Master Lease Documents, and any policy of insurance thereon. The Master Tenant will not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party; however, the Master Tenant will have the right, without the Secured Party's consent, to transfer, sell or dispose of Collateral in the ordinary course of business of operating the Healthcare Facility for the Approved Use as follows: (i) of any inventory or other tangible Collateral provided to residents utilized in the ordinary course of providing services to suchthe residents of the Healthcare Facility and (ii) of Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as “Consumed Property.” Master Tenant shall promptly replace such Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. To the extent of Master Xxxxxx’s interest, any such replacement personal property will automatically become a part of the Collateral under this Agreement. The Secured Party's interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) will not be construed as modifying this Agreement or as the Secured Party's consent to the disposition of any Collateral other than as provided in this Agreement. All tangible Collateral is to be located at the Healthcare Facility, and no tangible Collateral may be removed therefrom without the prior consent of the Secured Party unless the Collateral is (i) Consumed Property under the terms of Section 3(c) above or (ii) being removed in accordance with the terms of Section 3(f) below. Immediately on demand therefor by the Secured Party, the Master Tenant will deliver to the Secured Party any and all evidences of ownership of the Collateral (including certificates of title and applications for title). The Master Tenant will give the Secured Party not less than 30 days prior written notice of any change of (A) Master Tenant's corporate, limited liability company, partnership, doing business, trade or legal name or (B) the location of any Collateral. Prior to changing its name, the Master Tenant shall provide Secured Party, not less than thirty (30) days prior to the effective date of any name change (i) written notice to the Secured Party of such name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly effectsreflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, the Master Tenant shall not change the location of the Collateral, without the prior written consent of Secured Party, and without taking all such actions necessary to insure such change does not impair or adversely affect Secured Party’s Liens. The Master Tenant will, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, the Master Tenant may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator'sOperator fulfilling of its obligations under this Section 3(f) and does not affect the priority of the security interest created hereby. The Master Tenant will operate or cause the Operator to operate the Healthcare Facility in accordance with, and in all other ways comply with, the Master Tenant’s and/or Operator’s Regulatory Agreement and Program Obligations (as such term is defined in the Loan Documents). In addition and without limiting the generality of the foregoing, the Master Tenant will deliver to Secured Party copies of all reports, financial statements and other information which the Master Tenant is obligated to provide to HUD pursuant to the Master Tenant’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Master Tenant shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Master Tenant as Secured Party may reasonably request, to Secured Party within ten (10) days after Secured Party makes such request or such other time frame as may be required under the applicable Loan Document or Program Obligations. The Master Tenant will not change (i) without thirty (30) days prior notice to the Secured Party, the location of its chief executive office or (ii) without the prior written consent of Secured Party, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Master Tenant has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of Secured Party’s Liens. The Master Tenant will not merge or consolidate with or into any other Person without the prior written consent of Secured Party. The Master Tenant will not establish any deposit accountsDeposit Accounts (as such term is defined in the UCCbelow) unless (i) with respect to any proposed deposit accountDeposit Account (other than those disclosed on unrecorded Exhibit C) at least thirty (30) days prior written notice of the name and address of the depository bank, the type of account and any other information reasonably requested by the Secured Party is provided to Secured Party and (ii) contemporaneously therewith, if requested by the Secured Party consistent with the Master Tenant’s obligations under Section 15, a deposit account control agreement in form and substance acceptable to the Secured Party and HUD (“DACA”) or, in instances of a Government Receivables Account (as defined below), a deposit account instruction services agreement in form and substance acceptable to Secured Party and HUD (“DAISA”), is entered into among the Master Tenant, the Secured Party and the depository bank where the deposit account would be maintained (each a “Control Agreement”)..

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, (D) Liens in favor of Lender, (E) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (EEF) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master XxxxxxTenant's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master TenantXxxxxx’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, and (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s’s Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsLender, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Xxxxxx and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow of Operator’s’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA (as defined below) or the DACA (as defined below), if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Xxxxxx’x’x request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’x’x interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above (ii) being removed in accordance with the terms of Section 2(d), or (iii) consists of Books and Records located at Operator’s’s or Master Xxxxxx’x’x chief executive office. Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, . cConcurrent with the delivery of such reports, financial statements and other information to HUD, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, and (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master XxxxxxTenant's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral will be used by the Master Tenant only in the operation of the Project. Until an Event of Default (as defined below) occurs, the Master Tenant may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents, the Master Lease Documents, and any policy of insurance thereon. The Master Tenant will not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party; however, the Master Tenant will have the right, without the Secured Party's consent, to transfer, sell or dispose of Collateral in the ordinary course of business of operating the Healthcare Facility for the Approved Use as follows: (i) of any inventory or other tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility and (ii) of Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as “Consumed Property.” Master Tenant shall promptly replace such Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. To the extent of Master Xxxxxx’s interest, any such replacement personal property will automatically become a part of the Collateral under this Agreement. The Secured Party's interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) will not be construed as modifying this Agreement or as the Secured Party's consent to the disposition of any Collateral other than as provided in this Agreement. All tangible Collateral is to be located at the Healthcare Facility, and no tangible Collateral may be removed therefrom without the prior consent of the Secured Party unless the Collateral is (i) Consumed Property under the terms of Section 3(c) above or (ii) being removed in accordance with the terms of Section 3(f) below. Immediately on demand therefor by the Secured Party, the Master Tenant will deliver to the Secured Party any and all evidences of ownership of the Collateral (including certificates of title and applications for title). The Master Tenant will give the Secured Party not less than 30 days prior written notice of any change of (A) Master Tenant's corporate, limited liability company, partnership, doing business, trade or legal name or (B) the location of any Collateral. Prior to changing its name, the Master Tenant shall provide Secured Party, not less than thirty (30) days prior to the effective date of any name change (i) written notice to the Secured Party of such name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, the Master Tenant shall not change the location of the Collateral, without the prior written consent of Secured Party, and without taking all such actions necessary to insure such change does not impair or adversely affect Secured Party’s Liens. The Master Tenant will, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, the Master Tenant may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 3(f) and does not affect the priority of the security interest created hereby. The Master Tenant will operate or cause the Operator to operate the Healthcare Facility in accordance with, and in all other ways comply with, the Master Tenant’s and/or Operator’s Regulatory Agreement and Program Obligations (as such term is defined in the Loan Documents). In addition and without limiting the generality of the foregoing, the Master Tenant will deliver to Secured Party copies of all reports, financial statements and other information which the Master Tenant is obligated to provide to HUD pursuant to the Master Tenant’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Master Tenant shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Master Tenant as Secured Party may reasonably request, to Secured Party within ten (10) days after Secured Party makes such request or such other time frame as may be required under the applicable Loan Document or Program Obligations. The Master Tenant will not change (i) without thirty (30) days prior notice to the Secured Party, the location of its chief executive office or (ii) without the prior written consent of Secured Party, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Master Tenant has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of Secured Party’s Liens. The Master Tenant will not merge or consolidate with or into any other Person without the prior written consent of Secured Party. The Master Tenant will not establish any Deposit Accounts (as defined below) unless (i) with respect to any proposed Deposit Account (other than those disclosed on unrecorded Exhibit C) at least thirty (30) days prior written notice of the name and address of the depository bank, the type of account and any other information reasonably requested by the Secured Party is provided to Secured Party and (ii) contemporaneously therewith, if requested by the Secured Party consistent with the Master Tenant’s obligations under Section 15, a deposit account control agreement in form and substance acceptable to the Secured Party and HUD (“DACA”) or, in instances of a Government Receivables Account (as defined below), a deposit account instruction services agreement in form and substance acceptable to Secured Party and HUD (“DAISA”), is entered into among the Master Tenant, the Secured Party and the depository bank where the deposit account would be maintained.

REPRESENTATIONS; GENERAL COVENANTS. (a) To induce the Secured Party to make the Loan Loan\Borrower to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligationsaccept this Agreement, the Master Tenant certifies, represents and warrants Operator promises to the Secured Party Party\Borrower that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 19 hereof, the security interest granted to the Secured Party Party\Borrower in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) except (a) to the extent expressly permitted pursuant to Section 19 hereof, (b) rights granted to the Borrower under the Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party\Borrower ("Subordinate Operator Agreement Rights") and (c) taxes that are not yet due and payable, the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “"Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD (collectively, the “Permitted Liens”"); (v) the Master Tenant Operator keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant OperatorduringOperator during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master TenantOperator’s location (as determined in accordance with Article 9 of the UCC) chief executive office is as set forth in the first paragraph of this Agreement; (viii) Master XxxxxxOperator's jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator's exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State in which Master Tenant Operator is organized is the number identified as Operator’s organizational ID #such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rights, titles or interests interestsright, title or interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral.

REPRESENTATIONS; GENERAL COVENANTS. (a) To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, and (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Operator Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsLender, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined defined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart [dated as of the date of closing and provided to Lender][attached hereto as Exhibit C-1] accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above or (ii) being removed in accordance with the terms of Section 2(d). Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, and (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master XxxxxxTenant's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant has no rights, titles or interests in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts. The Master Tenant will not grant, create or permit to exist any Lien on any of the Collateral except for Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master Tenant, at the Secured Party's request, will defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral.

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party Lender to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program ObligationsObligations (as such term is defined in the Borrower’s Security Instrument), the Master Tenant certifies, represents Operator certifies and warrants to the Secured Party Lender that the following statements are, and will shall continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 20 hereof, the security interest granted to the Secured Party Lender in the Collateral constitutes a valid, second first priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”)Section 20 hereof, (B) rights granted to the Borrower under the Master LeaseBorrower-Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party Lender (“Subordinate Master Lease Agreement Rights”) ), (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage DocumentsLender, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party Lender and HUD that do not violate statutes or HUD regulations (collectively, the “Permitted Liens”); (v) the Master Tenant Operator keeps all of the tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant Operator during the five (5) year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant Operator has not, during the preceding five (5) year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s the location of Operator (as determined defined indetermined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's Operator’s jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ix) Operator’s exact legal name is as set forth in the first paragraph of this Agreement; (ixx) Master TenantOperator’s organizational number (if any) as assigned by the State state in which Master Tenant Operator is organized is the number identified as such on the financing statement(s) statements filed in connection with the closing of the Loan, if such financing statements require such organizational number (x) the cash flow chart attached as Exhibit C-1 to the Operator’s Security Agreement accurately and completely discloses the flow of Operator’s and Master Tenant’s funds, and ; (xi) unrecorded Exhibit C attached hereto is accurate and complete, and except as may be set forth on unrecorded Exhibit C, the Master Tenant Operator has no rightsright, titles title or interests interest in, or with respect to, any investment property, any letters of credit, any electronic chattel paper, any commercial tort claims, any instruments, including promissory notes, or any deposit accounts; and (xii) the cash flow chart dated as of the date of closing and provided to Lender (attached hereto as Exhibit C-1) accurately and completely discloses the flow of Operator’s funds, and all deposit accounts (whether held in the name of Operator or a third party) relevant thereto, including account numbers, depository banks, the names of all parties named on or with an interest in each deposit account, the type of account, and the DAISA or the DACA, if any, applicable to each such deposit account. The Master Tenant will Operator has no rights, title or interest in any deposit accounts other than as disclosed on Exhibits C and C-1. Operator shall not grant, create or permit to exist any Lien on any of the Collateral except for the Permitted Liens. To the extent UCC filings or other evidence of liens that are satisfied with the proceeds of or otherwise in connection with the closing of the Loan, such liens and evidence shall be disclosed to Lender and HUD and cleared from title as quickly as possible. The Master TenantOperator, at the Secured Party's Lender’s request, will shall defend the Collateral against the claims and demands of any individual, unincorporated association, partnership, joint venture, trust, business trust, corporation, limited liability company, institution, entity or any governmental authority (“Persons”) at any time claiming any interest in the Collateral. The Collateral shall be used by Operator only in the operation of the Project. Until an Event of Default (as defined below) occurs, Operator may have possession of the Collateral and use it in any lawful manner not inconsistent with the Loan Documents or the Borrower-Operator Agreement and any policy of insurance thereon. Operator shall not sell, assign, lease, or otherwise dispose of any of the Collateral without the prior written consent of Lender; however, Operator will have the right, without Lender’s consent, to transfer, sell or dispose, in the ordinary course of business of operating the Healthcare Facility for the Approved Use, (i) of any inventory or other of the tangible Collateral utilized in the ordinary course of providing services to the residents of the Healthcare Facility, and (ii) of the Collateral that has become obsolete, worn out, or otherwise inappropriate, unfit or unnecessary for use in operating the Healthcare Facility. Such Collateral shall be known as the “Consumed Property.” Operator shall promptly replace the Consumed Property with other property of reasonably equivalent value as necessary or appropriate to maintain the operation of the Healthcare Facility for the Approved Use in compliance with applicable law and Program Obligations. Replacement personal property shall be free and clear of any Liens except for the Permitted Liens. (To the extent of Operator’s interest in such property, any such replacement personal property shall automatically become a part of the Collateral under this Agreement). Xxxxxx’s interests in the proceeds of the Collateral (or notification of its interests in the proceeds of the Collateral in financing statements or otherwise) shall not be construed as modifying this Agreement or as Lender’s consent to the disposition of any of the Collateral other than as provided in this Agreement. All of the tangible Collateral is to be located at the Healthcare Facility (the “Collateral Location”), and none of the tangible Collateral may be removed therefrom without the prior consent of Lender unless the Collateral is (i) the Consumed Property under the terms of Section 2(b) above or (ii) being removed in accordance with the terms of Section 2(d).), or (iii) consists of Books and Records located at Operator’s or Master Tenant’s Chief Executive Office.. Immediately on demand therefor by Xxxxxx, Operator shall deliver to Lender any and all evidences of ownership of the Collateral (including certificates of title and applications for title). Operator shall give Lender not less than thirty (30) days prior written notice of any change of (A) Operator’s corporate, partnership, limited liability company, doing business, trade or legal name or (B) the Collateral Location. Prior to changing its name, Operator shall provide Lender, not less than thirty (30) days prior to the effective date of such name change (i) written notice of the name change, and (ii) a file-stamped copy of a UCC-3 financing statement that properly reflects the name change, which UCC-3 financing statement must be filed and/or recorded in all appropriate filing offices and any other offices where a UCC-1 financing statement was filed in connection with the closing of the Loan. Additionally, Operator shall not change the Collateral Location, without the prior written consent of Lender, and without taking all such actions necessary to insure such change does not impair or adversely affect any Liens of Lender. Operator shall, at its own cost and expense, maintain all of the tangible Collateral in good working condition and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto, and, in connection therewith, Operator may temporarily remove the same, or any part thereof, from the Project if such removal is necessary or advisable in connection with the Operator fulfilling its obligations under this Section 2(d) and does not affect the priority of the security interest created hereby. Operator shall operate the Healthcare Facility in accordance with, and in all other ways comply with, the Operator’s Regulatory Agreement and Program Obligations. In addition and without limiting the generality of the foregoing, Operator shall deliver to Lender copies of all reports, financial statements and other information which Operator is obligated to provide to HUD pursuant to the Operator’s Regulatory Agreement or otherwise pursuant to the Loan Documents or Program Obligations, concurrent with the delivery of such reports, financial statements and other information to HUD. In addition, Operator shall provide such other financial statements, reports or other information pertaining to the Project or financial condition of Operator as Lender may reasonably request, to Lender within ten (10) days after Lender makes such request or such other time frame as may be required under the applicable Loan Documents or Program Obligations. Operator shall not change (i) without thirty (30) days prior notice to Lender, the location of its chief executive office, or (ii) without the prior written consent of Lender, which shall not be unreasonably withheld, its jurisdiction of organization or its “location” (as such term is defined in the UCC) provided that no such change shall be permitted unless Operator has provided all such financing statements or amendments, and/or filed financing statements in such additional jurisdictions, and provided all other assurances necessary to assure the creation, preservation, continuation and/or perfection of any Liens of Lender. Operator shall not merge or consolidate with or into any other Person without the prior written consent of Xxxxxx.