Common use of Assignment of Leases and Rents Clause in Contracts

Assignment of Leases and Rents. To further secure the Obligations, Master Tenant hereby grants a security interest and pledges to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease.

Assignment of Leases and Rents. To further secure ‌ As additional and separate security for the ObligationsLiabilities, Master Tenant the Borrower hereby grants transfers and assigns to the Bank all present and future oral or written leases, lease agreements, sub-leases, offers to lease, tenancies and other agreements for the use or occupancy of the whole or any part of the Lands and all extensions and renewals thereof (collectively the “Leases” and individually a security interest “Lease”) granted to any and pledges to Secured Party all of Master Tenant's rightstenants, title licensees and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility occupiers thereof (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,Tenants” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “FacilitiesTenant”); all rents, including Master ▇▇▇▇▇▇'s rightincome, power profits, money and authority to modify other benefits and advantages now or hereafter payable or arising under the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the all Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing (in this Agreement is intended to nullifySection 46, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is ; and all of the intention of Master ▇▇▇▇▇▇ Borrower’s rights under such Leases; and in furtherance thereof, the Borrower hereby covenants and agrees as follows. (a) the Borrower shall deliver to establish a present, absolute and irrevocable transfer and assignment to Secured Party the Bank copies of all of Master ▇▇▇▇▇▇’s right, title Leases and interest in will provide any and all information related to the Rents promptly on the Bank’s request. The Leases which have been provided by the Borrower to the Bank are in full force and effect and have not been assigned or pledged to any other party except as approved in advance by the Bank in writing; (b) except with the prior written consent of the Bank, the Borrower shall not amend, terminate, release or accept a surrender of any Lease or any guarantee thereof or waive, release, reduce, discount, discharge or otherwise compromise any Rents assigned under this Charge, and any attempt to do any of the foregoing without such prior written consent shall be deemed a default under this Charge and shall be null and void as against the Bank; (c) except for the last month’s rent and any security deposit, the Borrower has not received and shall not accept payment of any Rents more than 30 days in advance; (d) except with the prior written consent of the Bank, the Borrower shall not further assign the Rents, the Leases or any interest therein or consent or agree to any postponement or subordination of the same in favour of any mortgage or other encumbrance now or hereafter affecting the Lands; (e) except with the prior written consent of the Bank, the Borrower shall not consent to or permit any assignment or subletting of the interest of any Tenant under any Lease or exercise any right of election thereunder which would in any way lessen the liability of any Tenant or shorten the stated term of any Lease; (f) the Borrower shall diligently and in good faith observe and perform all of the landlord’s covenants contained in the Leases and shall likewise require that the Tenants and other parties to the Leases fully observe and perform the covenants and agreements imposed upon them by the Leases, failing which the Bank may, at its option, require the same at the expense and in the name of the Borrower, and all such expenses incurred by the Bank shall be paid by the Borrower to the Bank immediately upon demand, be included as Costs and bear interest as provided for in Section 4, and together with such interest shall be added to and form part of the Liabilities secured by the Charge and form a charge on the Lands; (g) the Borrower shall give prompt written notice to the Bank of default by any Tenant and any notice of default received from any Tenant, including a copy of such notice; (h) all of the Leases are and shall be bona fide and at rental rates and upon terms which are reasonable and consistent with comparable space in the municipality within which the Lands are situate; (i) the Borrower shall, at its own expense, execute and deliver to the Bank all such further assurances and assignments with respect to the Rents and the Leases, and enforce and do all other acts with respect to the Leases as may be required from time to time by the Bank. Master ▇Notwithstanding the foregoing provisions of this Section 46, the Bank will allow the Borrower to receive the Rents as long as the Borrower is not in Default. If the Bank withdraws this privilege, the Bank may at its option collect such Rents and will be entitled to a payment from the same of an administration fee equal to 5% of the gross amount of Rents collected, and the Borrower acknowledges and agrees that such administration fee is just and equitable having regard to the circumstances. The Bank shall not by virtue of the provisions of this Section 46 or its receipt of any Rents become or be deemed to be a chargee or mortgagee in possession and the Bank shall not be obligated to collect any Rents or perform or discharge any obligation or liability under the Leases, and the Borrower agrees to save and hold harmless the Bank of and from any and all actions, proceedings, claims, demands, liabilities, damages, costs or expenses which the Bank may incur under or by reason of the Leases or the assignment contained in this Section 46; and all costs and expenses incurred by the Bank in connection with such assignment shall be paid by the Borrower to the Bank immediately upon demand and be included as Costs and, in unpaid, shall bear interest as provided for in Section 4, and together with such interest shall be added to and form part of the Liabilities secured by the Charge and form a charge on the Lands. The giving of this assignment of ▇▇▇▇▇ and Secured Party intend this assignment Leases is by way of additional and collateral security for all monies secured by the Rents to be immediately effective and to constitute an absolute present assignment Charge and not an assignment in substitution for additional any other security only. For purposes of this absolute assignment, the term “Rents” shall and will not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets)way diminish, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, novate or otherwise affect any other security and such other security will not diminish, novate or otherwise affect this assignment of Rents and Leases. Any right or grant remedy under this assignment of security interest. Notwithstanding anything contained Rents and Leases may be taken either independently or in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such conjunction with any other rights are limited or affected by the terms remedies of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority Bank under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such LeaseCharge.

Assignment of Leases and Rents. To further secure a. The Trustor hereby absolutely and irrevocably assigns to the ObligationsBeneficiary the Leases and Rents. The Beneficiary authorizes the Trustor, Master Tenant prior to any default in the payment of any indebtedness secured hereby grants a security interest and pledges to Secured Party all or in the performance of Master Tenant's rights, title and interest inany covenant or obligation contained herein or otherwise secured hereby, to collect and use all such Rents as they become due and payable and to exercise all rights under the Sublease and Other Subleases, and Leases if not otherwise restricted under the Collateralized Note Indenture. The foregoing assignment shall not impose upon the Beneficiary any other leases affecting duty to produce Rents from the Healthcare Facility (collectively, Property or cause the Sublease, Other Subleases, and such other leases are referred Beneficiary to herein as the “Leases,” and be a "mortgagee in possession" for any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, purpose. b. The Trustor agrees that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, it will not amend, modify, delay the effectiveness, affect the prioritychange or waive, or otherwise affect consent to any such assignment amendment, modification, change or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rightswaiver of, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the any term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment provision of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about without the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession prior written consent of the Healthcare FacilityBeneficiary. c. The Trustor agrees that it will take all steps and do all things necessary to keep and maintain the Leases in full force and effect and will enforce or cause to be enforced all and singular the provisions thereof, Secured Party shall not (1) and bring and prosecute or cause to be obligated prosecuted any and all suits, actions and proceedings necessary to perform any enforce compliance with all of the terms, provisions and covenants and conditions contained thereof. If, in any Lease (the reasonable opinion of the Beneficiary, the Trustor has failed, or otherwise have any obligation with respect is about to any Lease); (2) be obligated fail, to appear in or defend any take suitable action or proceeding relating to enforce the Leases or any guaranty thereof or to first preserve any rights or remedies thereunder, the Healthcare Facility; Beneficiary, after giving five (5) days' written notice to the Trustor, may, but is not required to, take such action as it shall deem appropriate, in its own name or (3) be responsible in the name of the Trustor for the operation, control, care, management or repair use and benefit of the Healthcare Facility Beneficiary, to enforce the Leases and to preserve any rights or remedies thereunder, and all costs and expenses incurred by the Beneficiary in taking any portion such action shall be payable on demand and shall constitute part of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Leasesecured indebtedness hereunder.

Assignment of Leases and Rents. To further secure (a) As additional security for the ObligationsSecured Obligations secured hereby, Master Tenant Mortgagor (i) does hereby grants unconditionally and absolutely pledge and assign to Mortgagee, for the benefit of the Secured Parties, from and after the date hereof (including any period of redemption), primarily and on a security interest parity with the Real Property, and pledges to Secured Party not secondarily, all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇Mortgagor’s right, title and interest in and to the all current and future Leases and Rents. Master ▇▇▇▇▇▇ and Secured Party intend ; it being intended by Mortgagor that this assignment of the Rents to be immediately effective and to constitute an constitutes a present, absolute present assignment and not an assignment for additional security only; and (ii) does hereby transfer and assign to Mortgagee, for the benefit of the Secured Parties, all such Leases (including all of Mortgagor’s rights under any contracts for the sale of any portion of the Mortgaged Property). For purposes Nevertheless, subject to the terms of Section 4.2 (j) of this absolute assignmentMortgage, the term “Rents” Mortgagee hereby grants to Mortgagor, until an Actionable Event of Default shall not be deemed have occurred, a revocable license to include Government Payments to the extent (i) collect and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, use the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute as they become due and unconditional assignment of the Rents is not enforceable by its terms payable under the laws of the applicable jurisdictionsLeases, then the Rents but not more than one month in advance thereof (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or unless otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected required by the terms of any such related agreement), and (ii) enforce the Loan terms of the Leases; provided, however, that the existence of such license or any revocation thereof shall not operate to subordinate this assignment in any respect. (b) Mortgagor further agrees to execute and deliver such assignments of Leases (including land sale contracts or other agreements) as Mortgagee may from time to time reasonably request (which contracts or other agreements shall be in form and substance reasonably acceptable to Mortgagee). (c) Without limiting any other rights or remedies herein or in the other Secured Note Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon upon the occurrence and continuance of an Actionable Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not Default: (1) the license granted herein shall be obligated to perform any automatically revoked (and notice of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect same shall be delivered to any LeaseMortgagor); (2) be obligated upon demand from Mortgagee, Mortgagor shall deliver to appear in or defend any action or proceeding relating to Mortgagee all of the Leases or with such additional assignments thereof as the Healthcare FacilityMortgagee may request in its sole discretion; or and (3) be responsible for the operationMortgagor hereby authorizes and directs all tenants, control, care, management purchasers or repair other Persons occupying or otherwise acquiring any interest in any part of the Healthcare Facility or any portion Real Property to pay the Rents due under the Leases to the Mortgagee upon written request of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operationMortgagee and such tenants, control, care, management purchasers and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to parties may rely on such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after Mortgagee. (d) Mortgagor hereby appoints Mortgagee as its true and lawful attorney in fact to, upon the occurrence of an Actionable Event of Default, manage (or cause a receiver to be appointed to manage) said Mortgaged Property and without collect the necessity Rents, with full power to bring suit for collection of Secured Party the Rents and possession of the Real Property, giving and granting unto said Mortgagee and unto its agents and attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in the protection of the security hereby conveyed, including the taking of such actions set forth in this Section and elsewhere in this Mortgage; provided, however, that neither this power of attorney nor this assignment of rents shall be construed as an obligation upon Mortgagee to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever, with respect to the Mortgaged Property, the Leases, the Rents, or otherwise; and provided further, that at such time as, in Mortgagee’s sole determination, no Actionable Event of Default exists or is continuing, Mortgagor’s right to manage the Mortgaged Property shall be immediately reinstated. Any entering upon and taking possession and maintaining control of the Healthcare Facility directly, Mortgaged Property by a receiver, Mortgagee or by the receiver and any application of Rents as provided herein shall not cure or waive any Event of Default or invalidate any other manner right or proceeding permitted remedy of Mortgagee. This power of attorney and assignment of rents is and shall remain irrevocable until the Secured Obligations secured by the laws this Mortgage are indefeasibly satisfied and paid in full and this Mortgage is released of the applicable jurisdictionrecord by Mortgagee, Secured Party immediately and such release of this Mortgage of record by Mortgagee shall have all rights, powers act as a revocation of this power of attorney and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms assignment of any such Lease, or extend or terminate any such Leaserents.

Assignment of Leases and Rents. To further secure ‌ As additional and separate security for the ObligationsLiabilities, Master Tenant the Borrower hereby grants transfers and assigns to the Bank all present and future oral or written leases, lease agreements, sub-leases, offers to lease, tenancies and other agreements for the use or occupancy of the whole or any part of the Lands and all extensions and renewals thereof (collectively the “Leases” and individually a security interest “Lease”) granted to any and pledges to Secured Party all of Master Tenant's rightstenants, title licensees and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility occupiers thereof (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,Tenants” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “FacilitiesTenant”); all rents, including Master ▇▇▇▇▇▇'s rightincome, power profits, money and authority to modify other benefits and advantages now or hereafter payable or arising under the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the all Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing (in this Agreement is intended to nullifySection 46, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is ; and all of the intention of Master ▇▇▇▇▇▇ Borrower’s rights under such Leases; and in furtherance thereof, the Borrower hereby covenants and agrees as follows. (a) the Borrower shall deliver to establish a present, absolute and irrevocable transfer and assignment to Secured Party the Bank copies of all of Master ▇▇▇▇▇▇’s right, title Leases and interest in will provide any and all information related to the RentsRents promptly on the Bank’s request. Master ▇▇▇▇▇▇ The Leases which have been provided by the Borrower to the Bank are in full force and Secured Party intend this assignment effect and have not been assigned or pledged to any other party except as approved in advance by the Bank in writing; (b) except with the prior written consent of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignmentBank, the term “Rents” Borrower shall not amend, terminate, release or accept a surrender of any Lease or any guarantee thereof or waive, release, reduce, discount, discharge or otherwise compromise any Rents assigned under this Charge, and any attempt to do any of the foregoing without such prior written consent shall be deemed to include Government Payments to a default under this Charge and shall be null and void as against the extent Bank; (c) except for the last month’s rent and for so long as assignment any security deposit, the Borrower has not received and shall not accept payment of such payments or receivables is prohibited by applicable law. For purposes any Rents more than 30 days in advance; (d) except with the prior written consent of giving effect to this absolute assignment of the Bank, the Borrower shall not further assign the Rents, and for no the Leases or any interest therein or consent or agree to any postponement or subordination of the same in favour of any mortgage or other purposeencumbrance now or hereafter affecting the Lands; (e) except with the prior written consent of the Bank, the Rents Borrower shall not consent to or permit any assignment or subletting of the interest of any Tenant under any Lease or exercise any right of election thereunder which would in any way lessen the liability of any Tenant or shorten the stated term of any Lease; (f) the Borrower shall diligently and in good faith observe and perform all of the landlord’s covenants contained in the Leases and shall likewise require that the Tenants and other parties to the Leases fully observe and perform the covenants and agreements imposed upon them by the Leases, failing which the Bank may, at its option, require the same at the expense and in the name of the Borrower, and all such expenses incurred by the Bank shall be paid by the Borrower to the Bank immediately upon demand, be included as Costs and bear interest as provided for in Section 4, and together with such interest shall be added to and form part of the Liabilities secured by the Charge and form a charge on the Lands; (g) the Borrower shall give prompt written notice to the Bank of default by any Tenant and any notice of default received from any Tenant, including a copy of such notice; (h) all of the Leases are and shall be bona fide and at rental rates and upon terms which are reasonable and consistent with comparable space in the municipality within which the Lands are situate; (i) the Borrower shall, at its own expense, execute and deliver to the Bank all such further assurances and assignments with respect to the Rents and the Leases, and enforce and do all other acts with respect to the Leases as may be required from time to time by the Bank. Notwithstanding the foregoing provisions of this Section 46, the Bank will allow the Borrower to receive the Rents as long as the Borrower is not in Default. If the Bank withdraws this privilege, the Bank may at its option collect such Rents and will be entitled to a payment from the same of an administration fee equal to 5% of the gross amount of Rents collected, and the Borrower acknowledges and agrees that such administration fee is just and equitable having regard to the circumstances. The Bank shall not by virtue of the provisions of this Section 46 or its receipt of any Rents become or be deemed to be a chargee or mortgagee in possession and the Bank shall not be obligated to collect any Rents or perform or discharge any obligation or liability under the Leases, and the Borrower agrees to save and hold harmless the Bank of and from any and all actions, proceedings, claims, demands, liabilities, damages, costs or expenses which the Bank may incur under or by reason of the Leases or the assignment contained in this Section 46; and all costs and expenses incurred by the Bank in connection with such assignment shall be paid by the Borrower to the Bank immediately upon demand and be included as Costs and, in unpaid, shall bear interest as provided for in Section 4, and together with such interest shall be added to and form part of the collateral otherwise described in Liabilities secured by the Charge and form a charge on the Lands. The giving of this Agreement. However, if this present, absolute and unconditional assignment of Rents and Leases is by way of additional and collateral security for all monies secured by the Rents is Charge and not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral in substitution for any other security and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party will not in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets)way diminish, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, novate or otherwise affect any other security and such other security will not diminish, novate or otherwise affect this assignment of Rents and Leases. Any right or grant remedy under this assignment of security interest. Notwithstanding anything contained Rents and Leases may be taken either independently or in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such conjunction with any other rights are limited or affected by the terms remedies of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority Bank under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such LeaseCharge.

Assignment of Leases and Rents. To further secure (a) Any provisions of this Section 20 shall be: (i) subject to the Obligationsrights of any Eligible AR Lender, Master Tenant hereby grants a security interest and pledges (ii) granted to the fullest extent permitted by applicable law with respect to any Healthcare Assets. (b) Operator absolutely and unconditionally assigns and transfers to Secured Party all of Master TenantOperator's rights, title and interest in, to and under the Sublease any leases or residential agreements by and Other Subleases, between Operator and any other leases affecting resident in the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are collectively referred to herein as the “Leases,” and any one individually as a “Lease” ”) and Rents (as defined in the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”Security Instrument), including Master ▇▇▇▇▇▇Operator's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ Operator to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇Operator’s right, title and interest in in, to and to under the RentsLeases. Master ▇▇▇▇▇▇ Operator and Secured Party intend this assignment of the Leases and Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Leases and Rents, and for no other purpose, the Rents Leases and Rent shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases and Rents is not enforceable by its terms under the laws of the applicable jurisdictionsjurisdiction, then the Leases and Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral collateral and it is the intention of Master Tenant Operator that in this circumstance this Security Agreement create and perfect a lien on the Leases and Rents in favor of Secured Party, which lien shall be effective as of the date of this Security Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to . (c) Until Secured Party in gives Noticenotice to Operator of Secured Party's exercise of its rights under this assignment, Operator shall have all rights, power and authority granted to Operator under any of the Other Subleases in connection with Lease (except as otherwise limited by this Section or any of the Other FHA-insured Loans prior to the execution other provision of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare AssetsSecurity Agreement), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant Operator pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ Operator agrees to comply with and observe Master ▇▇▇▇▇▇Operator's obligations under all Leases, including Master ▇▇▇▇▇▇Operator's obligations, if any, pertaining to the maintenance and disposition of security deposits, both before prior to and after any such termination of the Master TenantOperator’s rights. Master ▇▇▇▇▇▇ . (d) Operator acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgageelender-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgageelender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases Lease or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Security Agreement by Master Tenant Operator shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master TenantOperator, prior to such actual entry and taking of possession. . (e) Upon delivery of notice Noticenotice by Secured Party to Master Tenant Operator of Secured Party's exercise of Secured Party's rights under this Agreement assignment at any time after the occurrence and continuance of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant Operator under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (f) The parties hereto shall give written actual and constructive notice to third parties of the existence of this Agreement and the rights granted hereunder in favor of the Secured Party in that certain Memorandum of [Sublease/Lease], dated , by and between Operator and Borrower/Master Tenant.

Assignment of Leases and Rents. To further secure the Obligations, Master Tenant (a) Grantor hereby grants a security interest and pledges to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns assigns, transfers, and transfers sets over to Secured Party Grantee [and Trustee] all of Master ▇▇▇▇▇▇Grantor's rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to all current and future Leases and Rents and the Rents. Master ▇▇▇▇▇▇ right, subject to Applicable Laws, to collect all sums payable to the Grantor thereunder and Secured Party intend apply the same as the Grantee may, in its sole discretion, determine to be appropriate to protect the security afforded by this Security Instrument (including the payment of reasonable costs and expenses in connection with the maintenance, operation, improvement, insurance, taxes and upkeep of the Property), which is not conditioned upon the Grantee being in possession of the Land; it being intended by Grantor that this assignment of the Rents to be immediately effective constitutes a present, absolute, effective, irrevocable and to constitute an absolute present complete assignment and not an assignment for additional security only. For purposes Subject to the terms of Section 9.1(i) of this absolute assignmentSecurity Instrument, Grantee grants to Grantor a revocable license to (i) collect, receive, use and enjoy the term “Rents” Rents and Grantor shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of hold the Rents, and for no other purpose, the Rents shall not be deemed or a portion thereof sufficient to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien discharge all current sums due on the Rents Secured Obligations, for use in favor the payment of Secured Partysuch sums, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (bii) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected by enforce the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument)Leases. Upon The foregoing license shall not be revoked until the occurrence and during the continuance of an Event of Default in accordance with Section 9.1(i) of this Security Instrument. (b) The Grantor acknowledges that the Grantee has taken all reasonable actions necessary to obtain, and notice by that upon recordation of this Security Instrument the Secured PartyGrantee shall have, to the extent permitted under Applicable Laws, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases, subject to applicable law with respect to Government Payments the Permitted Liens, and Accountsin the case of security deposits, rights of depositors as required under Applicable Laws. The Grantor acknowledges and agrees that upon recordation of this Security Instrument, the permission given Grantee's interest in the Rents shall be deemed to Master Tenant pursuant to the preceding sentence to exercise its rightsbe fully perfected, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master “▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining ” and enforceable as to the maintenance Grantor and disposition all third parties, including, without limitation, any subsequently appointed trustee in any case under the Bankruptcy Code, without the necessity of security depositscommencing a foreclosure action with respect to this Security Instrument, both before and after making formal demand for the Rents, obtaining the appointment of a receiver or taking any such termination other affirmative action. (c) Without limitation of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party absolute nature of the assignment of the Leases Rents hereunder, the Grantor and Rents the Grantee agree that (a) this Security Instrument shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way constitute a “security agreement” for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession purposes of Section 552(b) of the Healthcare FacilityBankruptcy Code, Secured Party shall not (1b) be obligated the security interest created by this Security Instrument extends to perform any property of the termsGrantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, covenants and conditions contained in any Lease (or otherwise have any obligation with respect c) such security interest shall extend to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to all rents acquired by the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time estate after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms commencement of any such Lease, or extend or terminate any such Leasecase in bankruptcy.

Assignment of Leases and Rents. To further secure the Obligations, (a) Master Tenant hereby grants a security interest absolutely and pledges unconditionally assigns and transfers to Secured Party Party/Borrower all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility Subleases (collectively, the Sublease, Sublease and Other Subleases, and such other leases LeasesSubleases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Healthcare Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates Lease and perfects a lien on Rents (as defined in the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”Security Instrument). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party Party/Borrower of all of Master ▇▇▇▇▇▇’s right, title and interest in in, to and to under the Leases and Rents. Master ▇▇▇▇▇▇ and Secured Party Party/Borrower intend this assignment of the Leases and Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Leases and Rents, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases and Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Leases and Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral collateral and it is the intention of Master Tenant that in this circumstance this Security Agreement create and perfect a lien on the Leases and Rents in favor of Secured Party/Borrower, which lien shall be effective as of the date of this Security Agreement. Provided, provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party Party/Borrower in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets)Security Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effect the priority, or otherwise affect effect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and . (b) aboveUntil Secured Party/Borrower gives Notice to Master Tenant of Secured Party/Borrower's exercise of its rights under this assignment, Master Tenant shall have all rights, power and authority granted to Master Tenant under any Lease (except as otherwise limited by this Section or any other provision of this Security Agreement), including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” Obligations (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and prior to amdand after any such termination of the Master Tenant’s rights. . (c) Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party/Borrower, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party Party/Borrower a mortgageelender-in-possession of the Healthcare FacilitiesHealthcare Facility so long as, and to the extent, Secured Party/Borrower, or an authorized agent of Secured Party/Borrower, has not entered into actual possession of the Healthcare FacilitiesHealthcare Facility. The acceptance by Secured Party Party/Borrower of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party Party/Borrower to take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party Party/Borrower shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare FacilitiesHealthcare Facility unless Secured Party Party/Borrower is a mortgageelender-in-possession. Prior to Secured PartyParty/▇▇▇▇▇▇▇▇'s actual entry into and taking possession of the Healthcare FacilitiesHealthcare Facility, Secured Party Party/Borrower shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases LeaseLeases or the Healthcare FacilitiesHealthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare FacilitiesHealthcare Facility or any portion of the Healthcare FacilitiesHealthcare Facility. The execution of this Security Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare FacilitiesHealthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. . (d) Upon delivery of notice Notice by Secured Party Party/Borrower to Master Tenant of Secured PartyParty/▇▇▇▇▇▇▇▇'s exercise of Secured PartyParty/▇▇▇▇▇▇▇▇'s rights under this Agreement assignment at any time after the occurrence and continuance of an Event of DefaultofDefault, and without the necessity of Secured Party Party/Borrower entering upon and taking and maintaining control of the Healthcare FacilitiesHealthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party Party/Borrower immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (e) The parties hereto shall give notice of the existence of and the rights hereunder in favor of the Secured Party/Borrower in that certain Memorandum of Master Lease, dated .

Assignment of Leases and Rents. To further secure the Obligations, (a) Master Tenant hereby grants a security interest absolutely and pledges unconditionally assigns and transfers to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility Subleases (collectively, the Sublease, Sublease and Other Subleases, and such other leases Subleases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Healthcare Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇Tenant's right, power and authority to modify the terms of any such Lease, or extend or terminate any such LeaseLease and Rents (as defined in the Security Instrument). This It is the intention of Master Tenant to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in, to and under the Leases and Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Leases and Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases and REnts, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases and Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Leases and Rents shall be included as a part of the collateral and it is the intention of Master Tenant that in this circumstance this Agreement creates create and perfects perfect a lien on the Leases and Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement; , provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effect the priority, or otherwise affect effect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to . (b) Until Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due gives Notice to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as 's exercise of the date of its rights under this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) aboveassignment, Master Tenant shall have all rights, power and authority granted to Master Tenant under any Lease (except as otherwise limited by this Section or any other provision of this Agreement), including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” Obligations (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and prior to amd after any such termination of the Master Tenant’s rights. . (c) Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgageelender-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgageelender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. . (d) Upon delivery of notice Notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement assignment at any time after the occurrence and continuance of an Event of DefaultofDefault, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (e) The parties hereto shall give notice of the existence of and the rights hereunder in favor of the Secured Party in that certain Assignemnt of Subleases, executed by Master ▇▇▇▇▇▇ and made in favor of Secured Party, dated .

Assignment of Leases and Rents. To further secure the Obligations, (a) Master Tenant hereby grants a security interest absolutely and pledges unconditionally assigns and transfers to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility Subleases (collectively, the Sublease, Sublease and Other Subleases, and such other leases LeasesSubleases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Healthcare Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such LeaseLease and Rents (as defined in the Security Instrument). This It is the intention of Master Tenant to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in, to and under the Leases and Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Leases and Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases and REnts, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases and Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Leases and Rents shall be included as a part of the collateral and it is the intention of Master Tenant that in this circumstance this Security Agreement creates create and perfects perfect a lien on the Leases and Rents in favor of Secured Party, which lien shall be effective as of the date of this Security Agreement; , provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Security Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effect the priority, or otherwise affect effect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to . (b) Until Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due gives Notice to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as 's exercise of the date of its rights under this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) aboveassignment, Master Tenant shall have all rights, power and authority granted to Master Tenant under any Lease (except as otherwise limited by this Section or any other provision of this Security Agreement), including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” Obligations (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇Tenant's obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and prior to amd after any such termination of the Master Tenant’s rights. . (c) Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgageelender-in-possession of the Healthcare FacilitiesHealthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare FacilitiesHealthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare FacilitiesHealthcare Facility unless Secured Party is a mortgageelender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare FacilitiesHealthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases LeaseLeases or the Healthcare FacilitiesHealthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare FacilitiesHealthcare Facility or any portion of the Healthcare FacilitiesHealthcare Facility. The execution of this Security Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare FacilitiesHealthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. . (d) Upon delivery of notice Notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement assignment at any time after the occurrence and continuance of an Event of DefaultofDefault, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare FacilitiesHealthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (e) The parties hereto shall give notice of the existence of and the rights hereunder in favor of the Secured Party in that certain Assignemnt of Subleases, executed by Master ▇▇▇▇▇▇ and made in favor of Secured Party, dated .

Assignment of Leases and Rents. 148 (a) To further secure the Obligations, Master Tenant hereby grants a security interest 149 and pledges to Secured Party all of Master Tenant▇▇▇▇▇▇'s rights, title and interest in, to and under the 150 Sublease and Other Subleases, and any other leases affecting the Healthcare Facility 151 (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the 152 “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities 153 are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power 154 and authority to modify the terms of any such Lease, or extend or terminate any such Lease. 155 This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien 156 shall be effective as of the date of this Agreement; provided, however, that to the extent Master 157 Tenant may have granted an assignment or security interest to Secured Party in any of the Other 158 Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this 159 Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the 160 effectiveness, affect the priority, or otherwise affect any such assignment or grant of security 161 interest. 162 (b) Master Tenant absolutely and unconditionally assigns and transfers to Secured 163 Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other 164 benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of 165 Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to 166 Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ 167 Tenant and Secured Party intend this assignment of the Rents to be immediately effective and to 168 constitute an absolute present assignment and not an assignment for additional security only. 169 For purposes of this absolute assignment, the term “Rents” shall not be deemed to include 170 Government Payments to the extent and for so long as assignment of such payments or 171 receivables is prohibited by applicable law. For purposes of giving effect to this absolute 172 assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of 173 the collateral otherwise described in this Agreement. However, if this present, absolute and 174 unconditional assignment of the Rents is not enforceable by its terms under the laws of the 175 applicable jurisdictions, then the Rents (including the Government Payments to the maximum 176 extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral 177 and it is the intention of Master Tenant that in this circumstance this Agreement create and 178 perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date 179 of this Agreement. Provided, however, to the extent Master Tenant may have granted an 180 assignment or security interest to Secured Party in any of the Other Subleases in connection 181 with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest 182 extent permitted by applicable law with respect to the Healthcare Assets), nothing in this 183 Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the 184 priority, or otherwise affect any such assignment or grant of security interest. 185 (c) Notwithstanding anything contained in Paragraphs (a) and (b) above, Master 186 Tenant shall have the right, power and authority to collect Rents as such rights are limited or 187 affected by the terms of the Loan Documents, Master Lease Documents, and “Program 188 Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of 189 an Event of Default and notice by the Secured Party, subject to applicable law with respect to 190 Government Payments and Accounts, the permission given to Master Tenant pursuant to the 191 preceding sentence to exercise its rights, power and authority under Leases shall terminate and 192 Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, 193 as specified by Secured Party in its notice (subject to Secured Party taking such enforcement 194 action as may be required by applicable law as a condition for enforcement of an assignment of 195 rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations 196 under all Leases, including Master ▇▇▇▇▇▇Tenant's obligations, if any, pertaining to the maintenance 197 and disposition of security deposits, both before and after any such termination of the Master 198 Tenant’s rights. 199 (d) Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, 200 either directly or by its designee, of any of the rights conferred under this Agreement shall not 201 be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so 202 long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not 203 entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of 204 the assignment of the Leases and Rents shall not at any time or in any event obligate Secured 205 Party to take any action under this Agreement or to expend any money or to incur any expenses. 206 Secured Party shall not be liable in any way for any injury or damage to person or property 207 sustained by any person or persons, firm or corporation in or about the Healthcare Facility 208 unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into 209 and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to 210 perform any of the terms, covenants and conditions contained in any Lease (or otherwise have 211 any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or 212 proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the 213 operation, control, care, management or repair of the Healthcare Facility or any portion of the 214 Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute 215 conclusive evidence that all responsibility for the operation, control, care, management and 216 repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry 217 and taking of possession. 218 (e) Upon delivery of notice by Secured Party to Master Tenant of Secured Party's 219 exercise of Secured Party's rights under this Agreement at any time after the occurrence of an 220 Event of Default, and without the necessity of Secured Party entering upon and taking and 221 maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or 222 proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall 223 have all rights, powers and authority granted to Master Tenant under any Lease, including the 224 right, power and authority to modify the terms of any such Lease, or extend or terminate any 225 such Lease.. 226

Assignment of Leases and Rents. To further secure the Obligations, Master Tenant hereby grants a security interest absolutely and pledges unconditionally assigns and transfers to Secured Party all of Master Tenant▇▇▇▇▇▇'s rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility Subleases (collectively, the Sublease, Sublease and Other Subleases, and such other leases Leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in, to and under the Leases. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases, and for no other purpose, the Leases shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the applicable jurisdictions, then the Leases shall be included as a part of the collateral and it is the intention of Master Tenant that in this circumstance this Agreement creates create and perfects perfect a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; , provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effect the priority, or otherwise affect effect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived “Rents” (as that term is defined in the Loan Documents) due to Master Tenant pursuant to under the Leases (“Rents”)and any other leases affecting the Healthcare Facilities. It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets)Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effect the priority, or otherwise affect effect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) Until the occurrence of an Event of Default and (b) abovenotice by Secured Party to Master Tenant of Secured Party’s exercise of its rights under this assignment, Master Tenant shall have all rights, power and authority granted to Master Tenant under any Lease (except as otherwise limited by this Section or any other provision of this Agreement), including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)terminate. Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease.

Assignment of Leases and Rents. To further secure (a) Any provisions of this Section 20 shall be: (i) subject to the Obligationsrights of any Eligible AR Lender, Master Tenant hereby grants a security interest and pledges (ii) granted to the fullest extent permitted by applicable law with respect to any Healthcare Assets. (b) Operator absolutely and unconditionally assigns and transfers to Secured Party all of Master TenantOperator's rights, title and interest in, to and under the Sublease any leases or residential agreements by and Other Subleases, between Operator and any other leases affecting resident in the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are collectively referred to herein as the “Leases,” and any one individually as a “Lease” ”) and Rents (as defined in the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”Security Instrument), including Master ▇▇▇▇▇▇Operator's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ Operator to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇Operator’s right, title and interest in in, to and to under the RentsLeases. Master ▇▇▇▇▇▇ Operator and Secured Party intend this assignment of the Leases and Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Leases and Rents, and for no other purpose, the Rents Leases and Rent shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases and Rents is not enforceable by its terms under the laws of the applicable jurisdictionsjurisdiction, then the Leases and Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral collateral and it is the intention of Master Tenant Operator that in this circumstance this Agreement create and perfect a lien on the Leases and Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to . (c) Until Secured Party in gives notice to Operator of Secured Party's exercise of its rights under this assignment, Operator shall have all rights, power and authority granted to Operator under any of the Other Subleases in connection with Lease (except as otherwise limited by this Section or any of the Other FHA-insured Loans prior to the execution other provision of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare AssetsAgreement), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant Operator pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ Operator agrees to comply with and observe Master ▇▇▇▇▇▇Operator's obligations under all Leases, including Master ▇▇▇▇▇▇Operator's obligations, if any, pertaining to the maintenance and disposition of security deposits, both before prior to and after any such termination of the Master TenantOperator’s rights. Master ▇▇▇▇▇▇ . (d) Operator acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgageelender-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgageelender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases Lease or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant Operator shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master TenantOperator, prior to such actual entry and taking of possession. . (e) Upon delivery of notice by Secured Party to Master Tenant Operator of Secured Party's exercise of Secured Party's rights under this Agreement assignment at any time after the occurrence and continuance of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant Operator under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (f) The parties hereto shall give written actual and constructive notice to third parties of the existence of this Agreement and the rights granted hereunder in favor of the Secured Party in that certain Memorandum of [Sublease/Lease], dated , by and between Operator and Borrower/Master Tenant.

Assignment of Leases and Rents. To further secure Any provisions of this Section 20 shall be: (i) subject to the Obligationsrights of any Eligible AR Lender, Master Tenant hereby grants a security interest and pledges (ii) granted to the fullest extent permitted by applicable law with respect to any Healthcare Assets. Operator absolutely and unconditionally assigns and transfers to Secured Party all of Master TenantOperator's rights, title and interest in, to and under the Sublease any leases or residential agreements by and Other Subleases, between Operator and any other leases affecting resident in the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are collectively referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇Operator's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ Operator to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇Operator’s right, title and interest in in, to and to under the RentsLeases. Master ▇▇▇▇▇▇ Operator and Secured Party intend this assignment of the Rents Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the RentsLeases, and for no other purpose, the Rents Leases shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents Leases is not enforceable by its terms under the laws of the applicable jurisdictionsjurisdiction, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) Leases shall be included as a part of the Collateral collateral and it is the intention of Master Tenant Operator that in this circumstance this Security Agreement create and perfect a lien on the Rents Leases in favor of Secured Party, which lien shall be effective as of the date of this Security Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Until Secured Party in gives Notice to Operator of Secured Party's exercise of its rights under this assignment, Operator shall have all rights, power and authority granted to Operator under any of the Other Subleases in connection with Lease (except as otherwise limited by this Section or any of the Other FHA-insured Loans prior to the execution other provision of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare AssetsSecurity Agreement), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant Operator pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ Operator agrees to comply with and observe Master ▇▇▇▇▇▇Operator's obligations under all Leases, including Master ▇▇▇▇▇▇Operator's obligations, if any, pertaining to the maintenance and disposition of security deposits, both before prior to and after any such termination of the Master TenantOperator’s rights. Master ▇▇▇▇▇▇ Operator acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgageelender-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgageelender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases Lease or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Security Agreement by Master Tenant Operator shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master TenantOperator, prior to such actual entry and taking of possession. Upon delivery of notice Notice by Secured Party to Master Tenant Operator of Secured Party's exercise of Secured Party's rights under this Agreement assignment at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant Operator under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. Operator shall execute and record an assignment of leases and rents in favor of Lender substantially similar to the provisions set forth on Attachment 1.

Assignment of Leases and Rents. To further secure the Obligations, Master Tenant (a) Mortgagor hereby grants a security interest and pledges to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns assigns, transfers, and transfers sets over to Secured Party Mortgagee all of Master ▇▇▇▇▇▇Mortgagor's rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to all current and future Leases and Rents and the Rents. Master right, subject to Applicable Laws, to collect all sums payable to the Mortgagor thereunder and apply the same as the Mortgagee may, in its sole discretion, determine to be appropriate to protect the security afforded by this Security Instrument (including the payment of reasonable costs and expenses in connection with the maintenance, operation, improvement, insurance, taxes and upkeep of the Property), which is not conditioned upon the Mortgagee being in possession of the Land; it being intended by M▇▇▇▇▇▇▇▇ and Secured Party intend that this assignment of the Rents to be immediately effective constitutes a present, absolute, effective, irrevocable and to constitute an absolute present complete assignment and not an assignment for additional security only. For purposes Subject to the terms of Section 9.1(i) of this absolute assignmentSecurity Instrument, Mortgagee grants to Mortgagor a revocable license to (i) collect, receive, use and enjoy the term “Rents” Rents and Mortgagor shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of hold the Rents, and for no other purpose, the Rents shall not be deemed or a portion thereof sufficient to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien discharge all current sums due on the Rents Secured Obligations, for use in favor the payment of Secured Partysuch sums, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (bii) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected by enforce the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument)Leases. Upon The foregoing license shall not be revoked until the occurrence and during the continuance of an Event of Default in accordance with Section 9.1(i) of this Security Instrument. (b) The Mortgagor acknowledges that the Mortgagee has taken all reasonable actions necessary to obtain, and notice by that upon recordation of this Security Instrument the Secured PartyMortgagee shall have, to the extent permitted under Applicable Laws, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases, subject to applicable law with respect to Government Payments the Permitted Liens, and Accountsin the case of security deposits, rights of depositors as required under Applicable Laws. The Mortgagor acknowledges and agrees that upon recordation of this Security Instrument, the permission given Mortgagee's interest in the Rents shall be deemed to Master Tenant pursuant to the preceding sentence to exercise its rightsbe fully perfected, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master “c▇▇▇▇▇▇ agrees to comply with ” and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining enforced as to the maintenance Mortgagor and disposition all third parties, including, without limitation, any subsequently appointed trustee in any case under the Bankruptcy Code, without the necessity of security depositscommencing a foreclosure action with respect to this Security Instrument, both before and after making formal demand for the Rents, obtaining the appointment of a receiver or taking any such termination other affirmative action. (c) Without limitation of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party absolute nature of the assignment of the Leases Rents hereunder, the Mortgagor and Rents the Mortgagee agree that (a) this Security Instrument shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way constitute a “security agreement” for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession purposes of Section 552(b) of the Healthcare FacilityBankruptcy Code, Secured Party shall not (1b) be obligated the security interest created by this Security Instrument extends to perform any property of the termsMortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, covenants and conditions contained in any Lease (or otherwise have any obligation with respect c) such security interest shall extend to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to all rents acquired by the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time estate after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms commencement of any such Lease, or extend or terminate any such Leasecase in bankruptcy.

Assignment of Leases and Rents. To further secure (a) Any provisions of this Section 20 shall be: (i) subject to the Obligationsrights of any Eligible AR Lender, Master Tenant hereby grants a security interest and pledges (ii) granted to the fullest extent permitted by applicable law with respect to any Healthcare Assets. (b) Operator absolutely and unconditionally assigns and transfers to Secured Party Party\Borrower all of Master TenantOperator's rights, title and interest in, to and under the Sublease any leases or residential agreements by and Other Subleases, between Operator and any other leases affecting resident in the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are collectively referred to herein as the “Leases,” and any one individually as a “Lease” ”) and Rents (as defined in the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”Security Instrument), including Master ▇▇▇▇▇▇Operator's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ Operator to establish a present, absolute and irrevocable transfer and assignment to Secured Party Party\Borrower of all of Master ▇▇▇▇▇▇Operator’s right, title and interest in in, to and to under the RentsLeases. Master ▇▇▇▇▇▇ Operator and Secured Party Party\Borrower intend this assignment of the Leases and Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Leases and Rents, and for no other purpose, the Rents Leases and Rent shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases and Rents is not enforceable by its terms under the laws of the applicable jurisdictionsjurisdiction, then the Leases and Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral collateral and it is the intention of Master Tenant Operator that in this circumstance this Security Agreement create and perfect a lien on the Leases and Rents in favor of Secured PartyParty\Borrower, which lien shall be effective as of the date of this Security Agreement. Provided. (c) Until Secured Party\Borrower gives Noticenotice to Operator of Secured Party\Borrower's exercise of its rights under this assignment, howeverOperator shall have all rights, power and authority granted to the extent Master Tenant may have granted an assignment Operator under any Lease (except as otherwise limited by this Section or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution other provision of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare AssetsSecurity Agreement), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant Operator pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ Operator agrees to comply with and observe Master ▇▇▇▇▇▇Operator's obligations under all Leases, including Master ▇▇▇▇▇▇Operator's obligations, if any, pertaining to the maintenance and disposition of security deposits, both before prior to and after any such termination of the Master TenantOperator’s rights. Master ▇▇▇▇▇▇ . (d) Operator acknowledges and agrees that the exercise by Secured PartyParty\Borrower, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party Party\Borrower a mortgageelender-in-possession of the Healthcare Facility so long as, and to the extent, Secured PartyParty\Borrower, or an authorized agent of Secured PartyParty\Borrower, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party Party\Borrower of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party Party\Borrower to take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party Party\Borrower shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party Party\Borrower is a mortgageelender-in-possession. Prior to Secured PartyParty\Borrower's actual entry into and taking possession of the Healthcare Facility, Secured Party Party\Borrower shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases Lease or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Security Agreement by Master Tenant Operator shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master TenantOperator, prior to such actual entry and taking of possession. . (e) Upon delivery of notice Noticenotice by Secured Party Party\Borrower to Master Tenant Operator of Secured PartyParty\Borrower's exercise of Secured PartyParty\Borrower's rights under this Agreement assignment at any time after the occurrence and continuance of an Event of Default, and without the necessity of Secured Party Party\Borrower entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party Party\Borrower immediately shall have all rights, powers and authority granted to Master Tenant Operator under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (f) The parties hereto shall give written actual and constructive notice to third parties of the existence of this Agreement and the rights granted hereunder in favor of the Secured Party\Borrower in that certain Memorandum of [Sublease/Lease], dated

Assignment of Leases and Rents. To further secure the Obligations, (a) Master Tenant hereby grants a security interest absolutely and pledges unconditionally assigns and transfers to Secured Party Party/Borrower all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility Subleases (collectively, the Sublease, Sublease and Other Subleases, and such other leases Subleases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Healthcare Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such LeaseLease and Rents (as defined in the Security Instrument). This It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party/Borrower of all of Master ▇▇▇▇▇▇’s right, title and interest in, to and under the Leases and Rents. Master ▇▇▇▇▇▇ and Secured Party/Borrower intend this assignment of the Leases and Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases and Rents, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases and Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Leases and Rents shall be included as a part of the collateral and it is the intention of Master Tenant that in this circumstance this Agreement creates create and perfects perfect a lien on the Leases and Rents in favor of Secured Party/Borrower, which lien shall be effective as of the date of this Agreement; , provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party Party/Borrower in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effect the priority, or otherwise affect effect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to . (b) Until Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due Party/Borrower gives Notice to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as /Borrower's exercise of the date of its rights under this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) aboveassignment, Master Tenant shall have all rights, power and authority granted to Master Tenant under any Lease (except as otherwise limited by this Section or any other provision of this Agreement), including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” Obligations (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before prior to and after any such termination of the Master Tenant’s rights. . (c) Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party/Borrower, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party Party/Borrower a mortgageelender-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party/Borrower, or an authorized agent of Secured Party/Borrower, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party Party/Borrower of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party Party/Borrower to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party Party/Borrower shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party Party/Borrower is a mortgageelender-in-possession. Prior to Secured PartyParty/▇▇▇▇▇▇▇▇'s actual entry into and taking possession of the Healthcare Facility, Secured Party Party/Borrower shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. . (d) Upon delivery of notice Notice by Secured Party Party/Borrower to Master Tenant of Secured PartyParty/▇▇▇▇▇▇▇▇'s exercise of Secured Party/Borrower's rights under this Agreement assignment at any time after the occurrence and continuance of an Event of DefaultofDefault, and without the necessity of Secured Party Party/Borrower entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party Party/Borrower immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (e) The parties hereto shall give notice of the existence of and the rights hereunder in favor of the Secured Party/Borrower in that certain Memorandum of Master Lease, dated .

Assignment of Leases and Rents. To further secure (a) As additional security for the ObligationsSecured Obligations secured hereby, Master Tenant Mortgagor (i) does hereby grants unconditionally and absolutely pledge and assign to Mortgagee, for the benefit of the Secured Parties, from and after the date hereof (including any period of redemption), primarily and on a security interest parity with the Real Property, and pledges to Secured Party not secondarily, all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇Mortgagor’s right, title and interest in and to the all current and future Leases and Rents. Master ; it being intended by ▇▇▇▇▇▇▇▇▇ and Secured Party intend that this assignment of the Rents to be immediately effective and to constitute an constitutes a present, absolute present assignment and not an assignment for additional security only; and (ii) does hereby transfer and assign to Mortgagee, for the benefit of the Secured Parties, all such Leases (including all of Mortgagor’s rights under any contracts for the sale of any portion of the Mortgaged Property). For purposes Nevertheless, subject to the terms of Section 4.2 (j) of this absolute assignmentMortgage, the term “Rents” Mortgagee hereby grants to Mortgagor, until an Actionable Event of Default shall not be deemed have occurred, a revocable license to include Government Payments to the extent (i) collect and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, use the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute as they become due and unconditional assignment of the Rents is not enforceable by its terms payable under the laws of the applicable jurisdictionsLeases, then the Rents but not more than one month in advance thereof (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or unless otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected required by the terms of the Loan Documents, Master Lease Documentsany such related agreement), and “Program Obligations” (as defined in ii) enforce the Security Instrument). Upon the occurrence and continuance terms of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases; provided, however, that the existence of such license or any revocation thereof shall not operate to subordinate this assignment in whole or in part, as specified by Secured Party in its notice any respect. (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master b) ▇▇▇▇▇▇▇▇▇ further agrees to comply execute and deliver such assignments of Leases (including land sale contracts or other agreements) as Mortgagee may from time to time reasonably request (which contracts or other agreements shall be in form and substance reasonably acceptable to Mortgagee). (c) Without limiting any other rights or remedies herein or in the other Secured Note Documents, upon the occurrence of an Actionable Event of Default: (1) the license granted herein shall be automatically revoked (and notice of the same shall be delivered to Mortgagor); (2) upon demand from Mortgagee, Mortgagor shall deliver to Mortgagee all of the Leases with such additional assignments thereof as the Mortgagee may request in its sole discretion; and observe Master (3) Mortgagor hereby authorizes and directs all tenants, purchasers or other Persons occupying or otherwise acquiring any interest in any part of the Real Property to pay the Rents due under the Leases to the Mortgagee upon written request of the Mortgagee and such tenants, purchasers and parties may rely on such notice by Mortgagee. (d) Mortgagor hereby appoints Mortgagee as its true and lawful attorney in fact to, upon the occurrence of an Actionable Event of Default, manage (or cause a receiver to be appointed to manage) said Mortgaged Property and collect the Rents, with full power to bring suit for collection of the Rents and possession of the Real Property, giving and granting unto said Mortgagee and unto its agents and attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in the protection of the security hereby conveyed, including the taking of such actions set forth in this Section and elsewhere in this Mortgage; provided, however, that neither this power of attorney nor this assignment of rents shall be construed as an obligation upon Mortgagee to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever, with respect to the Mortgaged Property, the Leases, the Rents, or otherwise; and provided further, that at such time as, in Mortgagee’s sole determination, no Actionable Event of Default exists or is continuing, ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining ’s right to manage the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and Mortgaged Property shall be that of Master Tenant, prior to such actual entry and taking of possessionimmediately reinstated. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party Any entering upon and taking possession and maintaining control of the Healthcare Facility directly, Mortgaged Property by a receiver, Mortgagee or by the receiver and any application of Rents as provided herein shall not cure or waive any Event of Default or invalidate any other manner right or proceeding permitted remedy of Mortgagee. This power of attorney and assignment of rents is and shall remain irrevocable until the Secured Obligations secured by the laws this Mortgage are indefeasibly satisfied and paid in full and this Mortgage is released of the applicable jurisdictionrecord by Mortgagee, Secured Party immediately and such release of this Mortgage of record by Mortgagee shall have all rights, powers act as a revocation of this power of attorney and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms assignment of any such Lease, or extend or terminate any such Leaserents.

Assignment of Leases and Rents. To further secure the Obligationsits obligations, Master Tenant hereby grants a security interest and pledges to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), ; nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease.

Assignment of Leases and Rents. To further secure the Obligations, Master Tenant Trustor hereby grants a security interest and pledges to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally ------------------------------ irrevocably assigns and transfers to Secured Party Beneficiary any and all of Master ▇▇▇▇▇▇'s rights, title the Subleases and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral existing, and it is the intention of Master Tenant that in this circumstance this Agreement create hereby gives to and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have confers upon Beneficiary the right, power and authority to collect Rents as such rights are limited Rents. Trustor hereby irrevocably appoints Beneficiary its true and lawful attorney-in-fact, at the option of Beneficiary at any time following and during the continuation of an Event of Default, to demand, receive and enforce payment, to give receipts, releases and satisfactions and to ▇▇▇, in the name of Trustor or affected by the terms of the Loan DocumentsBeneficiary, Master Lease Documentsfor all such Rents, and “Program Obligations” (as defined to apply such Rents to the Obligations secured hereby in the Security Instrument). Upon manner set forth in Section 2.05 hereof; provided, however, that absent the occurrence and continuance of an Event of Default Default, Trustor shall have the right to collect, use and notice enjoy such Rents, but not for more than the current month plus one (1) month in advance unless otherwise approved by Beneficiary. The assignment of the Secured Party, subject Subleases and Rents in this Article 2 is intended to applicable law with respect be an absolute assignment from Trustor to Government Payments Beneficiary and Accounts, not merely the permission given passing of a security interest. The Subleases and Rents are hereby assigned absolutely by Trustor to Master Tenant pursuant to Beneficiary contingent only upon the preceding sentence to exercise its rights, power occurrence and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement continuance of an Event of Default. It is understood and agreed that neither the foregoing assignment of rents or leases). Master ▇▇▇▇▇▇ agrees Subleases and Rents to comply with and observe Master ▇▇▇▇▇▇Beneficiary nor Beneficiary's obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the its rights conferred and remedies under this Agreement Article 2 or Article 4 hereof shall not be construed deemed to make Secured Party Beneficiary a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a "mortgagee-in-possession. Prior " or otherwise responsible or liable in any manner with respect to Secured Party's the Premises or the use, occupancy, enjoyment or operation of any portion thereof, unless and until Beneficiary, in person or by agent, assumes actual entry possession thereof, nor shall appointment of a receiver for the Premises by any court at the request of Beneficiary or by agreement with Trustor or the entering into and taking possession of the Healthcare Facility, Secured Party shall not (1) Premises or any part thereof by such receiver be obligated deemed to perform any of the terms, covenants and conditions contained make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any Lease (or otherwise have any obligation manner with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases Premises or the Healthcare Facility; use, occupancy, enjoyment or (3) be responsible for the operation, control, care, management or repair operation of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Leasethereof.

Assignment of Leases and Rents. 160 (a) To further secure the Obligations, Master Tenant hereby grants a security 161 interest and pledges to Secured Party all of Master Tenant▇▇▇▇▇▇'s rights, title and interest in, to and 162 under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility 163 (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the 164 “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities 165 are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power 166 and authority to modify the terms of any such Lease, or extend or terminate any such Lease. 167 This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien 168 shall be effective as of the date of this Agreement; provided, however, that to the extent Master 169 Tenant may have granted an assignment or security interest to Secured Party in any of the Other 170 Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this 171 Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the 172 effectiveness, affect the priority, or otherwise affect any such assignment or grant of security 173 interest. 174 (b) Master Tenant absolutely and unconditionally assigns and transfers to 175 Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and 176 other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention 177 of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to 178 Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ 179 Tenant and Secured Party intend this assignment of the Rents to be immediately effective and to 180 constitute an absolute present assignment and not an assignment for additional security only. 181 For purposes of this absolute assignment, the term “Rents” shall not be deemed to include 182 Government Payments to the extent and for so long as assignment of such payments or 183 receivables is prohibited by applicable law. For purposes of giving effect to this absolute 184 assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of 185 the collateral otherwise described in this Agreement. However, if this present, absolute and 186 unconditional assignment of the Rents is not enforceable by its terms under the laws of the 187 applicable jurisdictions, then the Rents (including the Government Payments to the maximum 188 extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral 189 and it is the intention of Master Tenant that in this circumstance this Agreement create and 190 perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date 191 of this Agreement. Provided, however, to the extent Master Tenant may have granted an 192 assignment or security interest to Secured Party in any of the Other Subleases in connection 193 with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest 194 extent permitted by applicable law with respect to the Healthcare Assets), nothing in this 195 Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the 196 priority, or otherwise affect any such assignment or grant of security interest. 197 (c) Notwithstanding anything contained in Paragraphs (a) and (b) above, 198 Master Tenant shall have the right, power and authority to collect Rents as such rights are 199 limited or affected by the terms of the Loan Documents, Master Lease Documents, and 200 “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and 201 continuance of an Event of Default and notice by the Secured Party, subject to applicable law 202 with respect to Government Payments and Accounts, the permission given to Master Tenant 203 pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall 204 terminate and Secured Party may exercise its rights, power and authority under the Leases, in 205 whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such 206 enforcement action as may be required by applicable law as a condition for enforcement of an 207 assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇208 Tenant's obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining 209 to the maintenance and disposition of security deposits, both before and after any such 210 termination of the Master Tenant▇▇▇▇▇▇’s rights. 211 (d) Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured 212 Party, either directly or by its designee, of any of the rights conferred under this Agreement 213 shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare 214 Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has 215 not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party 216 of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured 217 Party to take any action under this Agreement or to expend any money or to incur any expenses. 218 Secured Party shall not be liable in any way for any injury or damage to person or property 219 sustained by any person or persons, firm or corporation in or about the Healthcare Facility 220 unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into 221 and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to 222 perform any of the terms, covenants and conditions contained in any Lease (or otherwise have 223 any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or 224 proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the 225 operation, control, care, management or repair of the Healthcare Facility or any portion of the 226 Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute 227 conclusive evidence that all responsibility for the operation, control, care, management and 228 repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry 229 and taking of possession. 230 (e) Upon delivery of notice by Secured Party to Master Tenant of Secured 231 Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence 232 of an Event of Default, and without the necessity of Secured Party entering upon and taking and 233 maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or 234 proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall 235 have all rights, powers and authority granted to Master Tenant under any Lease, including the 236 right, power and authority to modify the terms of any such Lease, or extend or terminate any 237 such Lease.. 238

Assignment of Leases and Rents. To further secure the Obligationsits obligations, Master Tenant hereby grants a security interest absolutely and pledges unconditionally assigns and transferspledges to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the SubleaseSublease and, Other SubleasesLeasesSubleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in, to and under the Leases. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases, and for no other purpose, the Leases shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the applicable jurisdictions, then the Leases shall be included as a part of the collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfectThis Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement,; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effectaffect the priority, or otherwise affect effectaffect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents“Rents” (as that term is defined in the Loan Documents) due under the Leases and any other leases affecting the Healthcare Facilities.rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement Agreement, (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), ; nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effectaffect the priority, or otherwise affect effectaffect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) Until the occurrence of an Event of Default and (b) abovenotice by Secured Party to Master Tenant of Secured Party’s exercise of its rights under this assignment, Master Tenant shall have all rights, power and authority granted to Master Tenant under any Lease (except as otherwise limited by this Section or any other provision of this Agreement), including the right, power and authority to modify the terms of any Lease or extend or terminate any LeaseMaster Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate terminate. and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease.

Assignment of Leases and Rents. To further secure the Obligations, Master Tenant Mortgagor hereby grants a security interest and pledges to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns to each Mortgagee and transfers to Secured Party Agent, on behalf of Mortgagees, all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇Mortgagor’s right, title and interest in and to (i) all current and future Leases and Rents, (ii) all of Mortgagor’s claims and rights (the “Bankruptcy Claims”) to the payment of damages arising from any rejection by a lessee of any Lease under the Bankruptcy Code, (iii) all of Mortgagor’s right, title and interest in and claims under any and all Lease Guaranties, (iv) all proceeds from the sale or other disposition of the Leases, the Rents. Master ▇▇▇▇▇▇ , the Lease Guaranties and Secured Party intend the Bankruptcy Claims, (v) all rights, powers, privileges, options and other benefits of Mortgagor, as lessor under the Leases and beneficiary under the Lease Guaranties, including, without limitation, the immediate and continuing right to make claim for, receive, collect and receipt for all Rents payable or receivable under the Leases and all sums payable under the Lease Guaranties or pursuant thereto (and to apply the same to the payment of the Debts), and to do all other things which Mortgagor or any lessor is or may become entitled to do under the Leases or the Lease Guaranties, (vi) the right, at Mortgagees’ option, upon revocation of the license granted herein, to enter upon the Property in person, by agent or by court-appointed receiver, to collect the Rents, (vii) Mortgagor’s irrevocable power of attorney, coupled with an interest, to take any and all of the actions set forth in Section 10.1(g) hereof and any or all other actions designated by Mortgagees for the proper management and preservation of the Property and (viii) any and all other rights of Mortgagor in and to the items set forth in clauses (i) through (vii) above, and all amendments, modifications, replacements, renewals and substitutions thereof; it being intended by Mortgagor that this assignment of the Rents to be immediately effective and to constitute an constitutes a present, absolute present assignment and not an assignment for additional security only. For purposes Nevertheless, subject to the terms of this absolute assignmentSection 1.2 and Section 3.6, the term “Rents” shall not be deemed each Mortgagee grants to include Government Payments Mortgagor a revocable license to the extent collect and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of receive the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) which license shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after automatically revoked upon the occurrence of an Event of Default (as hereinafter defined). Mortgagor shall hold the Rents and all sums received pursuant to any Lease Guaranty, or a portion thereof sufficient to discharge all current sums due on the Debts, in trust for the benefit of Mortgagees for use in the payment of such sums. Mortgagor hereby agrees to authorize and direct the lessees named in the Leases or any other or future lessees or occupants of the Property and all Lease Guarantors, upon the occurrence of an event of Default, to pay over to Mortgagees or to such other party as Mortgagees direct all Rents and without all sums due under any Lease Guaranties upon receipt from Mortgagees of written notice to the necessity of Secured Party entering upon and taking and maintaining control effect that Mortgagees are then the holder of the Healthcare Facility directlySecurity Instrument and that an Event of Default exists, and to continue so to do until otherwise notified by a receiverAgent, or by any other manner or proceeding permitted by the laws on behalf of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such LeaseMortgagees.

Assignment of Leases and Rents. To further secure (a) Any provisions of this Section 20 shall be: (i) subject to the Obligationsrights of any Eligible AR Lender, Master Tenant hereby grants a security interest and pledges (ii) granted to the fullest extent permitted by applicable law with respect to any Healthcare Assets. (b) Operator absolutely and unconditionally assigns and transfers to Secured Party Party\Borrower all of Master TenantOperator's rights, title and interest in, to and under the Sublease any leases or residential agreements by and Other Subleases, between Operator and any other leases affecting resident in the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are collectively referred to herein as the “Leases,” and any one individually as a “Lease” ”) and Rents (as defined in the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”Security Instrument), including Master ▇▇▇▇▇▇Operator's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ Operator to establish a present, absolute and irrevocable transfer and assignment to Secured Party Party\Borrower of all of Master ▇▇▇▇▇▇Operator’s right, title and interest in in, to and to under the RentsLeases. Master ▇▇▇▇▇▇ Operator and Secured Party Party\Borrower intend this assignment of the Leases and Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Leases and Rents, and for no other purpose, the Rents Leases and Rent shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases and Rents is not enforceable by its terms under the laws of the applicable jurisdictionsjurisdiction, then the Leases and Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral collateral and it is the intention of Master Tenant Operator that in this circumstance this Agreement create and perfect a lien on the Leases and Rents in favor of Secured PartyParty\Borrower, which lien shall be effective as of the date of this Agreement. Provided. (c) Until Secured Party\Borrower gives notice to Operator of Secured Party\Borrower's exercise of its rights under this assignment, howeverOperator shall have all rights, power and authority granted to the extent Master Tenant may have granted an assignment Operator under any Lease (except as otherwise limited by this Section or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution other provision of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare AssetsAgreement), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant Operator pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ Operator agrees to comply with and observe Master ▇▇▇▇▇▇Operator's obligations under all Leases, including Master ▇▇▇▇▇▇Operator's obligations, if any, pertaining to the maintenance and disposition of security deposits, both before prior to and after any such termination of the Master TenantOperator’s rights. Master ▇▇▇▇▇▇ . (d) Operator acknowledges and agrees that the exercise by Secured PartyParty\Borrower, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party Party\Borrower a mortgageelender-in-possession of the Healthcare Facility so long as, and to the extent, Secured PartyParty\Borrower, or an authorized agent of Secured PartyParty\Borrower, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party Party\Borrower of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party Party\Borrower to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party Party\Borrower shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party Party\Borrower is a mortgageelender-in-possession. Prior to Secured PartyParty\Borrower's actual entry into and taking possession of the Healthcare Facility, Secured Party Party\Borrower shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases Lease or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant Operator shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master TenantOperator, prior to such actual entry and taking of possession. . (e) Upon delivery of notice by Secured Party Party\Borrower to Master Tenant Operator of Secured PartyParty\Borrower's exercise of Secured PartyParty\Borrower's rights under this Agreement assignment at any time after the occurrence and continuance of an Event of Default, and without the necessity of Secured Party Party\Borrower entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party Party\Borrower immediately shall have all rights, powers and authority granted to Master Tenant Operator under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (f) The parties hereto shall give written actual and constructive notice to third parties of the existence of this Agreement and the rights granted hereunder in favor of the Secured Party\Borrower in that certain Memorandum of [Sublease/Lease], dated

Assignment of Leases and Rents. To further secure (a) Any provisions of this Section 20 shall be: (i) subject to the Obligationsrights of any Eligible AR Lender, Master Tenant hereby grants a security interest and pledges (ii) granted to the fullest extent permitted by applicable law with respect to any Healthcare Assets. (b) OperatorDebtor absolutely and unconditionally assigns and transfers to Secured Party all of Master TenantOperator'sDebtor's rights, title and interest in, to and under the Sublease any leases or residential agreements by and Other Subleases, between OperatorDebtor and any other leases affecting resident in the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are collectively referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇Operator'sDebtor's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ OperatorDebtor to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇Operator’sDebtor’s right, title and interest in in, to and to under the RentsLeases. Master ▇▇▇▇▇▇ OperatorDebtor and Secured Party intend this assignment of the Rents Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the RentsLeases, and for no other purpose, the Rents Leases shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents Leases is not enforceable by its terms under the laws of the applicable jurisdictionsjurisdiction, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) Leases shall be included as a part of the Collateral collateral and it is the intention of Master Tenant OperatorDebtor that in this circumstance this Security Agreement create and perfect a lien on the Rents Leases in favor of Secured Party, which lien shall be effective as of the date of this Security Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to . (c) Until Secured Party in gives Notice to OperatorDebtor of Secured Party's exercise of its rights under this assignment, OperatorDebtor shall have all rights, power and authority granted to OperatorDebtor under any of the Other Subleases in connection with Lease (except as otherwise limited by this Section or any of the Other FHA-insured Loans prior to the execution other provision of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare AssetsSecurity Agreement19), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant OperatorDebtor pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ OperatorDebtor agrees to comply with and observe Master ▇▇▇▇▇▇Operator'sDebtor's obligations under all Leases, including Master ▇▇▇▇▇▇Operator'sDebtor's obligations, if any, pertaining to the maintenance and disposition of security deposits, both before prior to and after any such termination of the Master TenantOperator’sDebtor’s rights. Master ▇▇▇▇▇▇ . (d) OperatorDebtor acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgageelender-in-possession of the Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgageelender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases Lease or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Security Agreement by Master Tenant OperatorDebtor shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease.Healthcare

Assignment of Leases and Rents. To further secure the Obligations, (a) Master Tenant hereby grants a security interest TenantDebtor absolutely and pledges unconditionally assigns and transfers to Secured Party all of Master Tenant's ▇▇▇▇▇▇'▇▇▇▇▇▇▇'▇ rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility Subleases (collectively, the Sublease, Sublease and Other Subleases, and such other leases Leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s '▇▇▇▇▇▇▇'▇ right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This It is the intention of Master TenantDebtor to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ right, title and interest in, to and under the Leases. Master TenantDebtor and Secured Party intend this assignment of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases, and for no other purpose, the Leases shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the applicable jurisdictions, then the Leases shall be included as a part of the collateral and it is the intention of Master TenantDebtor that in this circumstance this Security Agreement creates create and perfects perfect a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Security Agreement; , provided, however, that to the extent Master Tenant TenantDebtor may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Security Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect effect the priority, or otherwise affect effect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assigns and transfers to . (b) Until Secured Party all of Master ▇▇▇▇▇▇'s rights, title and interest in and to the rents, payments, and other benefits derived due gives Notice to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in and to the Rents. Master ▇▇▇▇▇▇ and Secured Party intend this assignment of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor TenantDebtor of Secured Party's exercise of its rights under this assignment, which lien Master TenantDebtor shall be effective have all rights, power and authority granted to Master TenantDebtor under any Lease (except as of the date otherwise limited by this Section or any other provision of this Security Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have including the right, power and authority to collect Rents modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, Documents and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and AccountsDefault, the permission given to Master Tenant TenantDebtor pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases)automatically terminate. Master ▇▇▇▇▇▇ TenantDebtor agrees to comply with and observe Master ▇▇▇▇▇▇'s '▇▇▇▇▇▇▇'▇ obligations under all Leases, including Master ▇▇▇▇▇▇'s '▇▇▇▇▇▇▇'▇ obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and prior to amd after any such termination of the Master TenantTenant’sDebtor’s rights. . (c) Master ▇▇▇▇▇▇ TenantDebtor acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement assignment shall not be construed to make Secured Party a mortgageelender-in-possession of the Healthcare Facility Facilities so long as, and to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare FacilityFacilities. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility Facilities unless Secured Party is a mortgageelender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare FacilityFacilities, Secured Party shall not (1) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, management or repair of the Healthcare Facility or any portion of the Healthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Healthcare Facility is and shall be that of Master Tenant, prior to such actual entry and taking of possession. Upon delivery of notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Healthcare Facility directly, by a receiver, or by any other manner or proceeding permitted by the laws of the applicable jurisdiction, Secured Party immediately shall have all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease.;