Common use of Remedies on Default Clause in Contracts

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

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party Lender may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant Operator, (Ai) declare all of the Obligations immediately due and payable, and whereupon whereupon, the Obligations will shall be due and payable automatically and immediately, without further notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (Bii) exercise all of the rights and remedies afforded to the Secured Party Lender (iA) pursuant to the terms of the Master Lease Documents and this Agreement and/or any of the Loan Documents, (iiB) under the UCC, and/or (iiiC) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to the Healthcare Assets); (Ciii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured PartyLender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured PartyLender, of the Obligations; (Div) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party Lender at a place to be designated by the Secured Party Lender which is reasonably convenient to both parties, ; and (Ev) without limiting the provisions of this Section 1(c), apply (apply, or instruct another Person to apply) , to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party Lender may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party Lender to make a sale or other disposition of the Collateral, the Secured Party Lender and the Master Tenant Operator agree that notice will shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' ’ and paralegal fees and other legal expenses incurred by the Secured Party Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will shall be (i) payable to the Secured Party Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant Operator further specifically agrees that, in any exercise of the rights of the Secured Party Lender under this Agreement or under any other Master Lease Document or of the Loan DocumentDocuments, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Operator hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant Operator shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party Lender or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master TenantOperator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant Operator irrevocably appoints Secured PartyLender, its successors and assigns, as Master XxxxxxOperator’s true and lawful attorney-in-fact, to do all things necessary or required by the state in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master XxxxxxOperator. This power is coupled with an interest and is irrevocable. The rights and remedies of Lender under this Section 9 are subject to the rights and remedies of First Lender under the First Mortgage Documents.

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

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

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

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

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

Remedies on Default. (a) Upon the occurrence of an uncured Event of DefaultDefault under this Agreement, the Secured Party Party, at its option, may thendeclare any or all of the Indebtedness, or at any time after including without limitation the occurrence and during the continuation of such Event of DefaultNotes, upon written notice to Master Tenant (A) declare all Obligations be immediately due and payable, without demand or notice to Debtor or any Guarantor. The obligations and whereupon liabilities accelerated thereby shall bear interest (both before and after any judgment) until paid in full at the Obligations will be due and payable automatically and immediatelylower of twelve percent (12%) per annum or the maximum rate not prohibited by applicable law. (b) Upon such uncured Event of default, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise Secured Party shall have all of the rights and remedies afforded to the of a Secured Party under the Uniform Commercial Code, and under any other applicable law. Without limiting the foregoing, Secured Party shall have the right to (i) pursuant to the terms notify any account debtor of Debtor or any obligor on any instrument which constitutes part of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, Collateral to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned make payment to the Secured Party, (ii) with or without legal process, enter any premises where the Collateral may be and give proper receipts take possession and/or remove said Collateral from said premises, (iii) sell the Collateral at public or private sale, in whole or in part, and acquittances therefor have the right to bid and applypurchase at said sale, at its optionand/or (iv) lease or otherwise dispose of all or part of the Collateral, applying proceeds therefrom to the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected obligations then in default. If requested by the Secured Party, of the Obligations; (D) require the Master Tenant to Debtor shall promptly assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in may also render any or all of the Collateral if an Event unusable at the Debtor's premises and may dispose of Default occurssuch Collateral on such premises without liability for rent or costs. This power is coupled with an interest and is irrevocable. If any Any notice which Secured Party is required by law for to give to Debtor under the Secured Party to make a Uniform Commercial Code of the time and place of any public sale or the time after which any private sale or other intended disposition of the Collateral, Collateral is to be made shall be deemed to constitute reasonable notice if such notice is given to the Secured Party and the Master Tenant agree that notice will not be unreasonable as to time if given in compliance with this Agreement ten last known address of Debtor at least five (105) days before prior to such action. (c) Proceeds from any sale or lease or other disposition shall be applied: first, to all costs of repossession, storage, and disposition including without limitation attorneys', appraisers', and auctioneers' fees; second, to discharge the obligations then in default; third, to discharge any other Indebtedness of Debtor to Secured Party, whether as obligor, endorser, guarantor, surety or indemnitor; fourth, to expenses incurred in paying or settling liens and claims against the Collateral; and lastly, to Debtor, if there exists any surplus. All Debtor shall remain fully liable for any deficiency. (d) In the event this Agreement, any Note or any other Debt Documents are placed in the hands of an attorney for collection of money due or to become due or to obtain performance of any provision hereof, Debtor agrees to pay all reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’s true and lawful attorney-in-fact, to do all things necessary or required by the state in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the further agrees that payment of such fees and other charges, and the execution of documents, all in the name of Master Xxxxxxis secured hereunder. This power is coupled with an interest and is irrevocable.(e)

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party Lender may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant Operator, (Ai) declare all of the Obligations immediately due and payable, and whereupon whereupon, the Obligations will shall be due and payable automatically and immediately, without further notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (Bii) exercise all of the rights and remedies afforded to the Secured Party Lender (iA) pursuant to the terms of the Master Lease Documents and this Agreement and/or any of the Loan Documents, (iiB) under the UCC, and/or (iiiC) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to the Healthcare Assets); (Ciii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured PartyLender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured PartyLender, of the Obligations; (Div) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party Lender at a place to be designated by the Secured Party Lender which is reasonably convenient to both parties, and (Ev) without limiting the provisions of this Section 1(c), apply (apply, or instruct another Person to apply) , to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party Lender may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party Lender to make a sale or other disposition of the Collateral, the Secured Party Lender and the Master Tenant Operator agree that notice will shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' ’ and paralegal fees and other legal expenses incurred by the Secured Party Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will shall be (i) payable to the Secured Party Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant Operator further specifically agrees that, in any exercise of the rights of the Secured Party Lender under this Agreement or under any other Master Lease Document or of the Loan DocumentDocuments, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Operator hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant Operator shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party Lender or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master TenantOperator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant Operator irrevocably appoints Secured PartyLender, its successors and assigns, as Master XxxxxxOperator’s true and lawful attorney-in-fact, to do all things necessary or required by the state in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master XxxxxxOperator. This power is coupled with an interest and is irrevocable. The rights and remedies of Lender under this Section 9 are subject to the rights and remedies of First Lender under the First Mortgage Documents.

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

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

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

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

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

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

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

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

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

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

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

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

Remedies on Default. Upon the occurrence of an Event of DefaultDefault under this Security Agreement, the Secured Party Party, at its option, may thendeclare any or all of the Indebtedness, or at any time after including without limitation the occurrence and during the continuation of such Event of DefaultNotes, upon written notice to Master Tenant (A) declare all Obligations be immediately due and payable, without demand or notice to Debtor or any guarantor of any obligations of Debtor. The obligations and whereupon liabilities accelerated thereby shall bear interest at the Obligations will be due and payable automatically and immediatelylower of thirteen percent (13%) per annum or the maximum rate allowed by applicable law. Upon such declaration of default, without notice or demand, which the Master Tenant expressly waives, and proceed to enforce payment of the Obligations; (B) exercise Secured Party shall have all of the rights and remedies afforded to the of a Secured Party under the Uniform Commercial Code, or under any other applicable law, including without limitation the right to (i) pursuant to the terms notify any account debtor of Debtor or any obligor on any instrument which constitutes part of the Master Lease Documents and the Loan Documents, (ii) under the UCC, and/or (iii) by law and/or in equity (subject, however, Collateral to any limitations imposed by applicable law); (C) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant thereto and shares of Master Tenant therein being hereby assigned make payment to the Secured Party, (ii) with or without legal process, enter any premises where the Collateral may be and give proper receipts take possession and/or remove said Collateral from said premises, (iii) sell the Collateral at public or private sale, in whole or in part, and acquittances therefor have the right to bid and applypurchase at said sale, at its optionand/or (iv) lease or otherwise dispose of all or part of the Collateral, applying proceeds therefrom to the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected obligations then in default. If requested by the Secured Party, of the Obligations; (D) require the Master Tenant to Debtor shall promptly assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, and (E) without limiting the provisions of this Section , apply (or instruct another Person to apply) to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party may, upon written notice to the Master Tenant, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant hereby constitutes and appoints the Secured Party as its true and lawful attorney in fact to assign and transfer its interest in may also render any or all of the Collateral unusable at the Debtor's premises and may dispose of such Collateral on such premises without liability for rent or costs. Proceeds from any sale or lease or other disposition shall be applied: first, to all costs of repossession, storage, and disposition including without limitation reasonable attorneys', appraisers', and auctioneers' fees; second, to discharge the obligations then in default; third, to discharge any other indebtedness of Debtor to Secured Party, whether as obligor, endorser, guarantor, surety or indemnitor; fourth, to expenses incurred in paying or settling liens and claims against the Collateral; and lastly, to Debtor, if an Event there exists any surplus. Any notice which Secured Party is required to give to Debtor under the Uniform Commercial Code of Default occurs. This power the time and place of any public sale or the time after which any private sale or other intended disposition of the Collateral is coupled with an interest and is irrevocable. If any to be made shall be deemed to constitute reasonable notice if such notice is required mailed by law registered or certified mail to the last known address of Debtor at least five (5) days prior to such action. In the event of the breach of any representations or warranties of Debtor hereunder in connection with any Lease, or in the event Debtor fails to observe or perform any covenants or agreements to be observed and performed by Debtor hereunder in connection with any Lease, and the continuance thereof for the fifteen (I 5) calendar days following written notice thereof from Secured Party to make a sale or other disposition of the CollateralDebtor, the Secured Party may demand that Debtor prepay the Note secured by applicable Lease and the Master Tenant agree Equipment, and Debtor agrees to make such prepayment upon such demand and that notice Debtor will not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateralliable for such payment upon demand. All reasonable attorneys' and paralegal fees and other legal expenses incurred by the Secured Party agrees to collect the Obligationsreassign such Lease and related Equipment to Debtor AS-IS, to retakeWHERE-IS, hold, prepare for sale, without recourse and to dispose of release Secured Party's security interest in the Collateral will be (i) payable to the Secured Party on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant further specifically agrees that, in any exercise of the rights of the Secured Party under this Agreement or under any other Master Lease Document or Loan Document, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion related Equipment upon receipt of such proceeds, the Master Tenant hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master Tenant’s name, place and stead. For this purpose, and to the extent not prohibited payment by applicable law with respect to the Healthcare Assets, Master Tenant irrevocably appoints Secured Party, its successors and assigns, as Master Xxxxxx’s true and lawful attorney-in-fact, to do all things necessary or required by the state in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master Xxxxxx. This power is coupled with an interest and is irrevocableDebtor.

Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party Lender may then, or at any time after the occurrence and during the continuation of such Event of Default, upon written notice to Master Tenant Operator, (Ai) declare all of the Obligations immediately due and payable, and whereupon whereupon, the Obligations will shall be due and payable automatically and immediately, without further notice or demand, which the Master Tenant Operator expressly waives, and proceed to enforce payment of the Obligations; (Bii) exercise all of the rights and remedies afforded to the Secured Party Lender (iA) pursuant to the terms of the Master Lease Documents and this Agreement and/or any of the Loan Documents, (iiB) under the UCC, and/or (iiiC) by law and/or in equity (subject, however, to any limitations imposed by applicable lawlaw with respect to the Healthcare Assets); (Ciii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Master Tenant Operator thereto and shares of Master Tenant Operator therein being hereby assigned to the Secured PartyLender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by the Secured PartyLender, of the Obligations; (Div) require the Master Tenant Operator to assemble the Collateral and make it available to the Secured Party Lender at a place to be designated by the Secured Party Lender which is reasonably convenient to both parties, and (Ev) without limiting the provisions of this Section 1(c), apply (apply, or instruct another Person to apply) , to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, the Secured Party Lender may, upon written notice to the Master TenantOperator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of the Secured Party Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, the Master Tenant Operator hereby constitutes and appoints the Secured Party Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for the Secured Party Lender to make a sale or other disposition of the Collateral, the Secured Party Lender and the Master Tenant Operator agree that notice will shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys' ’ and paralegal fees and other legal expenses incurred by the Secured Party Lender to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral will shall be (i) payable to the Secured Party Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. The Master Tenant Operator further specifically agrees that, in any exercise of the rights of the Secured Party Lender under this Agreement or under any other Master Lease Document or of the Loan DocumentDocuments, (i) any combination of the Collateral and/or any other security for the Obligations may be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, the Master Tenant Operator hereby waiving the application of any doctrine of marshaling. The rights and remedies of Lender under this Section 10 are subject to the rights and remedies of First Lender under the First Mortgage Documents. Master Tenant Operator shall cooperate in any legal and lawful manner necessary or required, to permit Secured Party Lender or its successors and assigns, or its nominee to continue to operate and maintain the Healthcare Facility for the Approved Use in Master TenantOperator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Master Tenant Operator irrevocably appoints Secured PartyLender, its successors and assigns, as Master XxxxxxOperator’s true and lawful attorney-in-fact, to do all things necessary or required by the state in which the Project is located or any other government authority with jurisdiction over the Project, including, but not limited to, the provision .of any and all information and data, the payment of fees and other charges, and the execution of documents, all in the name of Master XxxxxxOperator. This power is coupled with an interest and is irrevocable. The rights and remedies of Lender under this Section 9 are subject to the rights and remedies of First Lender under the First Mortgage Documents.

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

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

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

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

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

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

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

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