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<br /> of an Event�f Default, and without the necessity of Secured Party entering upon and taking and
<br /> maintaining control of the Healthcare Faci 1 ity d irectly, by a recei�er, or by any �ther manner or
<br /> proceeding permitted by the �aws �f the applicable jurisdictian, Secured Party imm�diately shall
<br /> ha�e ail rights, powers and autharity granted to Master Tenant under any Lease, including the
<br /> right, power and authority to modify the terms of any such Lease, or extend or terminate any
<br /> such Lease.
<br /> 3. REPRESENTATI�NS; GENERAL ��VENANTS,
<br /> �a� To ir�duce the Secured Party to make the Loan to Borrower and to induce
<br /> HUI] ta grant its cansent as appli�ab�e to the proposed transa�tion, pursuant ta Pr�gram
<br /> �bligatians, the Master Tenant certifies, r�presents and warrants to the Secured Party that the
<br /> following statements are, and will continue throughout the term of this Agreement to be, true: (i}
<br /> the security interest granted to the Secured Party in the Collateral constitutes a�a�id, first priority
<br /> security interest; �ii� the Master Tenant has good t�tle to, and is the so�e and lawfu� owner of, the
<br /> Collateral; �iii� the Master Tenant has fu�l power and authority to enter int� and perf�rm its
<br /> obligations under this Agreement; (i�} the Collateral is free and clear of any �ien, security
<br /> interest, claim, interest, pledge, assignment or oth�r encumbrance �a "Lien"} except �A� to the
<br /> extent expressly permitted pursuant to any accounts receivable financing appro�ed by Lender
<br /> and HUD �"Permitted AR Financing"}, �B� rights granted to the Barrower under the Master
<br /> Lease, if any, which are subordinate to the li�ns in fa��r of the Secured Party �"Subordinate
<br /> Master Lease Rights"} , (C} taxes that are not yet due and payable, and �D�thase Liens, if any,
<br /> pernnitted by Pragram �bligat�ans andlar atherwise appro�ed in writing by Secured Party and
<br /> HUD (colle�ti�ely, the "Permitted Liens"}; (v} the Mast�r Tenant keeps alI tangible ��llateral
<br /> at the Hea�thcare Facility; ��i� a11 trade names, assumed names, fctiti�us names and other names
<br /> used by the Master Tenant during the five year period preceding the date of this Agreement are
<br /> set forth on unre�arded Exhi�it �, and the Master Tenant has not, during the preceding five year
<br /> p�riad, exc�pt as may be set forth�n unrecorded Exhibit�, acquired any of its assets in any bulk
<br /> transfer; �vii} Master Tenant's �ocation �as def ned in Article 9 of the U�G} is as set f�rth in the
<br /> first paragraph of this Agreement; �V111� Master Tenant's exact legal name is as set forth in the
<br /> first paragraph of this Agreement; (ix} Master Tenant's organizational number �if any} as
<br /> assigned by the State in which Master Tenant is organized is the number identified as such �n
<br /> the finan�ing statement�s} filed in conne�tion vwith the closing of the Loan, �x} the cash flovv
<br /> chart attached as Exhibit �-1 t� the �perator's Security Agreement accurate�y and campletely
<br /> discloses the flavv of �perator's and Master Tenant's funds, and �xi} unrecorded Exhibit C
<br /> attached hereta is accurate and complete, and except as may be set forth on unre�arded Exhibit
<br /> �, the Master Tenant has no rights, titl�s or ir�terests in, or with respect to, any in�estment
<br /> property, any letters of credit, any electranic chatte� paper, any commercial tort claims, any
<br /> instruments, including promissory notes, or any deposit acc�ur�ts.
<br /> �b} The Master Tenant will not grant, create or permit to exist any Lien on any
<br /> �f the�allaterai except for Permitted L�ens. Ta the extent U�C filings or other evidence of liens
<br /> that are satisf ed with the proceeds of or atherwise in connectian with the closing of the Laan,
<br /> such liens and e�idence sha11 be disclosed to Lender and HUD and cleared from titl� as quickly
<br /> as possible. The Master Tenant, at the Secured Party's request, wiil defend the Collatera� against
<br /> the claims and demands of any individual, unincorporated ass�ciatian, partnership,ja�nt�enture,
<br /> Pre�ious�ersivns vbsolete Page 6 of 2D form HUD-92344-�RCF�Rev.n3113}
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