Common use of Validity of Documents Clause in Contracts

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority, (b) this Agreement, the Note, the Pledge Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditor’s Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) (1) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such partiesBorrower; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violateviolate in any material respect, conflict withwith in any material respect, result in a material breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any material license, certificate or other approval required for to own the Mortgage Borrower to operate each Individual Property or any portion thereofCollateral, any applicable organizational documentsdocuments of the Borrower, or any applicable material indenture, agreement or other instrument, including, without limitation, instrument binding upon Borrower or the Management AgreementCollateral; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any material authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for Uniform Commercial Code filings relating to the security interest created hereby), (b2) this Agreement, the Note, the Pledge Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c3) this Agreement, the Note, the Pledge Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower subject to bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws and Guarantorgeneral principles of equity. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for to own the Mortgage Borrower to operate each Individual Property or any portion thereofCollateral, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor Guarantor, and (c) this Agreement, the Note, the Pledge Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violateviolate in any material respect, conflict withwith in any material respect, result in a material breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any material license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable organizational documentsdocuments of Borrower, or any applicable indenture, agreement or other instrumentmaterial instrument binding upon Borrower or the Properties, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any material authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor any other Borrower Party has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument and the Assignment of Leases and Rents in the appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such partiesBorrower; (iii) have received all necessary required approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its Borrower’s assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument and UCC financing statement in appropriate land records in the State and UCC financing statements in Delaware), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents to which Borrower or Guarantor, as applicable, are parties have been duly executed and delivered by Borrower and Guarantor or Guarantor, as applicable and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents to which Borrower or Guarantor is a party constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documentsapplicable.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Note and the other Loan Documents by Borrower and each Guarantor and the borrowing evidenced by the Note and this Agreement (inclusive of all Exhibits and Schedules) (i) are within the its corporate or limited liability company power and authority of such partiesauthority; (ii) have been authorized by all requisite corporate or limited liability company pursuant to its organizational action of such partiesdocuments; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower applicable to operate each Individual Property or any portion thereofit, any applicable its organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreementinstrument to which it is a party or by which it or any of its assets is or may be bound or affected; (viv) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever Lien upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (viv) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority, (b) this Agreement, the Note, the Pledge Agreement Note and the other Loan Documents have been duly executed and delivered by Borrower and each Guarantor through the undersigned authorized representative of Borrower and each Guarantor and (c) this Agreement, the Note, the Pledge Agreement Note and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and each Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or any Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and neither Borrower nor any Guarantor has have asserted any right of rescission, setoffset-off, counterclaim or defense with respect to thereto. No consent, approval or authorization of or registration, qualification, designation, declaration or filing with any governmental authority on the part of the Borrower or any Guarantor is required in connection with the valid execution and delivery of this Agreement, the Note and/or the , or the other Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by each Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents have been duly executed and delivered by each Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents constitute the legal, valid and binding obligations of each Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by any Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantorare enforceable against Borrower in accordance with their respective terms. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower Bxxxxxxx and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in the appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement each Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditors’ Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property the Properties or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in appropriate land records in each applicable State and UCC financing statements in Delaware), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care AuthorityAuthority (except for the recordation of each Security Instrument in the appropriate land records of each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) (1) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such partiesBorrower; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violateviolate in any material respect, conflict withwith in any material respect, result in a material breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any material license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documentsdocuments of the Borrower, or any applicable material indenture, agreement or other instrumentinstrument binding upon Borrower or the Property, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any material authorization or license from, or any filing with, any Governmental Authority (except for filings or Health Care Authorityrecordings necessary to give notice of or to perfect liens or security interests, including the recordation of the Security Instrument and the Assignment of Leases and Rents in the appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b2) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c3) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower subject to bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws and Guarantorgeneral principles of equity. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) to the best of Borrower’s knowledge, will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents. To the best of Borrower’s knowledge, the Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder. To the best of Borrower’s knowledge, no consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower of, or compliance by Borrower with, the Loan Documents or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) except where the failure to do so would not likely result in a Material Adverse Effect, have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) except where the failure to do so would not likely result in a Material Adverse Effect, will not violate, conflict with, 4895-2729-0691 69 12312273 result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement, the Franchise Agreement or the Ground Lease; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority, (except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby); (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and through the undersigned authorized representative of Borrower; (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantorare enforceable against Borrower in accordance with their respective terms. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorXxxxxxxx, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect thereto; (d) the execution, delivery and performance of each Pledge Agreement and any other Loan Documents by each Pledgor and its applicable Affiliates and the pledges set forth in the Pledge Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) except where the failure to do so would not likely result in a Material Adverse Effect, have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) except where the failure to do so would not likely result in a Material Adverse Effect, will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court or Governmental Authority, any license, certificate or other approval required to pledge the Equity Collateral, Pledgor’s organizational documents, or any indenture, agreement or other instrument to which any Pledgor is a party or by which it or any Equity Collateral is or may be bound or affected; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created by each Pledge Agreement, the Uniform Commercial Code filings and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority (except for Uniform Commercial Code filings relating to the Loan Documents.security interest created hereby);

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by each Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such partieseach Borrower; (ii) have been authorized by all requisite organizational action of such partieseach Borrower; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violateviolate in any material respect, conflict withwith in any material respect, result in a material breach of or constitute (with notice or lapse of time, or both) a material default under (w) any provision of lawApplicable Law, any order or judgment of any court, Health Care Authority court or Governmental Authority, (x) any material license, certificate or other approval required for the Mortgage Borrower to operate each any Individual Property or any portion thereofProperty, any applicable (y) Borrower’s organizational documents, or (z) any applicable material indenture, agreement or other instrument, including, without limitation, the Management Agreementinstrument to which Borrower is bound or a party or by which it or any of its assets or any Individual Property is or may be subject; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority (except for filings or Health Care Authorityrecordings necessary to give notice of or to perfect liens or security interests, including the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents to which Borrower is a party have been duly executed and delivered by Borrower and Guarantor through an authorized representative of such Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents to which such Borrower is a party constitute the legal, valid and binding obligations of Borrower and Guarantorare enforceable against the such Borrower in accordance with their respective terms (except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantorany Borrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower Xxxxxxxx and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents by Borrower (and Guarantor its applicable Affiliates) and the borrowing Mortgage Loan Documents by Mortgage Borrower (and its applicable Affiliates) and the borrowings evidenced by the Note and Note, this Agreement and the other Loan Documents and the Mortgage Loan Documents (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise, required of such parties; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable Borrower’s or Mortgage Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower or Mortgage Borrower is a party or by which it or any of such parties’ assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby hereby, by the other Loan Documents and by the other Mortgage Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby and by the Pledge Agreement), (b) this Agreement, the Note, the Pledge Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and through the undersigned authorized representative of Borrower, (c) the Mortgage Loan Documents have been duly executed and delivered by the authorized representative of Mortgage Borrower, (d) this Agreement, the Note, the Pledge Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor(e) the Mortgage Loan Documents constitute the legal, valid and binding obligations of Mortgage Borrower. The Neither the Loan Documents nor the Mortgage Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantorand/or Mortgage Borrower, including the defense of usury, nor nor, to Borrower’s knowledge, would the operation of any of the terms of the Loan Documents or the Mortgage Loan Documents, or the exercise of any right thereunder, render the Loan Documents or the Mortgage Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and neither Borrower nor Guarantor Mortgage Borrower has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, materially violate or conflict with, or result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorXxxxxxxx, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditor’s Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each any Individual Property or any portion thereof or in connection with the ownership of the Collateral or any portion thereof or in connection with the ownership of the Mezzanine A Collateral or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower, Mezzanine A Borrower or Mortgage Borrower is a party or which Borrower, Mortgage Borrower, Mezzanine A Borrower, any Individual Property, the Mezzanine A Collateral or the Collateral (or any part thereof) may be bound, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by each Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable either Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which either Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by each Borrower and Guarantor through the undersigned authorized representative of each Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of each Borrower and Guarantorare enforceable against each Borrower in accordance with their respective terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantoreither Borrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and no Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by each Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwiseotherwise except where the failure to have such approval would not cause or would not reasonably be expected to cause a Material Adverse Effect; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which any Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management AgreementAgreement which default would cause or would reasonably be expected to cause a Material Adverse Effect; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan DocumentsDocuments and as permitted herein; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority (except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby) where the failure to obtain such authorization or Health Care Authoritylicense or make such filing would cause or would reasonably be expected to cause a Material Adverse Effect, (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by each Borrower and Guarantor through the undersigned authorized representative of such Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantoreach Borrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantorany Borrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditor’s Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither ) and an implied covenant of good faith and fair dealing, and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial CH1 6687939v.9 Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantorare enforceable against Borrower in accordance with their respective terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor (to the extent a party thereto) and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorGuarantor (to the extent a party thereto). The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents by Borrower Borrowers and Guarantor their applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Properties, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which any Borrower is a party or by which any Borrower or any of their assets or the Properties are or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its any Borrower’s assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instruments in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor Borrowers through the undersigned authorized representatives of Borrowers and (c) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents constitute the legal, valid and binding obligations of each Borrower and Guarantorare enforceable against Borrowers in accordance with their respective terms. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantorany Borrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and no Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Properties, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instruments in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditor’s Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower Borrower, Master Lessee, and Guarantor their applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties, as applicable; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, Master Lessee’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower or Master Lessee is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the interest created under the Master Lease and the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority (except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby or Health Care Authorityby the Master Lease Assignment of Rents or the Memorandum of Subordination Agreement), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents to which Borrower is a party have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantorare enforceable against Borrower in accordance with their respective terms. The To the best of Borrower’s knowledge, the Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the lawful exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantorare enforceable against Borrower in accordance with their respective terms. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and --------------------- performance of this Agreement, the Note, the Pledge Agreement Loan Agreement, this Security Instrument and the other Loan Other Security Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the authority and power and authority of such partiesBorrower; (ii) have been authorized by all requisite organizational action of such partieslimited liability company/corporate/partnership action; (iii) have received all necessary licenses, approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, rule, regulation, writ, any order or judgment of any courtcourt or governmental authority, Health Care Authority the articles of incorporation, by-laws, partnership or Governmental Authoritytrust agreement, any license, certificate or other approval required for the Mortgage governing instrument of Borrower to operate each Individual Property or any portion thereof, any applicable organizational documentsits subsidiaries, or any applicable indenture, agreement or other instrument, including, without limitation, instrument to which Borrower is a party or by which it or any of its assets or the Management AgreementProperty is or may be bound or affected; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documentshereby; and (vi) will not require any authorization or license fromfrom any governmental or other body except as may have already been obtained, or any filing with, any Governmental Authority governmental or Health Care Authority, other body (except for the recordation of this instrument in appropriate land records in the State where the Property is located and except for Uniform Commercial Code filings relating to the security interest created hereby); and (b) this the Loan Agreement, the Note, the Pledge Agreement this Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement and the other Loan Other Security Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescissionenforceable against Borrower in accordance with their terms, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Creditors Rights Laws, laws affecting the rights of creditors generally and by to the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted , including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any right other equitable remedy and (ii) concepts of rescissionmateriality, setoffreasonableness, counterclaim or defense with respect to the Loan Documentsgood faith and fair dealing.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditors’ Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise, required of such parties; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor nor, to Borrower’s knowledge, would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower Xxxxxxxx and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.. The Assignment of Xxxxxx creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than Xxxxxx has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder. No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Xxxxxxxx of, or compliance by Borrower with, the Loan Documents or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower. Section 3.4

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in the appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower Xxxxxxxx and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in the appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise, required of such parties; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable Borrower's organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor nor, to Borrower's knowledge, would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise, required of such parties; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of each Security Instrument in appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor nor, to Borrower’s knowledge, would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditor’s Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each any Individual Property or any portion thereof or in connection with the ownership of the Collateral or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower or Mortgage Borrower is a party or which Borrower, Mortgage Borrower, any Individual Property, or the Collateral (or any part thereof) may be bound, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise, required of such parties; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual the Property or any portion thereof, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor nor, to Borrower’s knowledge, would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditor’s Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement each Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditors’ Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.thereto

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower Xxxxxxxx and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.. The Assignment of Xxxxxx creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantorare enforceable against Borrower in accordance with their respective terms (subject to applicable bankruptcy, insolvency, and similar laws affecting rights of creditors generally, and subject to, as to enforceability, general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law). The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Properties, any applicable organizational documents, or any applicable indenture, agreement or other instrument, instrument including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instruments in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor Guarantor, as applicable, and (c) this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor, as applicable. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditor’s Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documents.

Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents by Borrower and Guarantor its applicable Affiliates and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority court or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereofthe Property, any applicable Borrower’s organizational documents, or any applicable indenture, agreement or other instrumentinstrument to which Borrower is a party or by which it or any of its assets or the Property is or may be bound or affected, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority(except for the recordation of the Security Instrument in appropriate land records in the State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor through the undersigned authorized representative of Borrower and (c) this Agreement, the Note, the Pledge Agreement Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and GuarantorBorrower. The Loan Documents are not subject to any right of rescission, setoffset-off, counterclaim or defense by Borrower or GuarantorBorrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Creditor’s Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither , and Borrower nor Guarantor has not asserted any right of rescission, setoffset-off, counterclaim or defense with respect to the Loan Documentsthereto.