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2� 1 ��439 . . 2. Provls�ons: �a� Ar�y pr�visions �f this Agreement s�a11 be: (i) subject to the rights af any Eligible AR Lender as set forth in a Requirec�Intercreditor Agreement, and �ii} granted to the fullest extent permitted by and not in violatian of any applicabie �a�v�noVv enacted andlor hereafter amender�} and any Provider Agreements. �b� To further secure the �bl�gations, �perator p�edges to Secured Party a11 �f �p�rat�r's rights, title and interest �n,to and under all Residentia� Agreements, ar�y other Leases, �ncluding �perator's right, p�wer and authority to madify th�terms �f any such L�ase, or e�tend or term�nate any such Lease. Th�s Agreement creates and perfects a lien on th� Leases in favor af Secured Party, wh�ch�ien shall be effecti�e as of th� c�ate of this Agreement. �c� �perator absolutely and uncondi�ionally assigns and transfers to Secure�Party all of�perator's rights, txtle and interest in and ta the Rents. It�s th� intention of�p�rator t� establish a present, absolute and irrevocab�e transfer and assignment to SeCured Party of ail of �perator's right, tit�e and interest in and ta the Rents. �perator and Secured Party intend th�s assignment of th� Leases and Rents to be immed�at�Iy effective and to canstitute an abso�ute present assignment and not an assignment for addxt�onal security on�y. For purpases af th�s absolute assignment, the term"Rents" sha�l not be deemed t� include Governm�nt Paym�nts to the extent and for so �ong as assignment af such payments ar receivables is prohibited by applicable law. If this present, absolute and unconditional assignment�f the Rents is nat enf�rceable by its terms under the �aws of the appli�able jurisdi�tion, then the Rents (including the �overnrnent Payments to the maximum extent now or her�after perm�tted by applicable law} sha1� be included as a part of the co�lateral and it is the intention of�perator that in this c�rcumstance this Agreement creates and perfects a lien on th� Leases and Rents in favor of Secured Party, Which lien shal�be effective as of the date of th�s Agreement, to the fullest extent permitted by appl�cable law with respect to the Healthcare Assets. �d} �perat�r shall ha�e the right, power and autharity to collect Rents, as such r�ghts are ��mited or affected by the terms of the Loan D�cuments and Program �bl�gat��ns. U�on the �ccurrence and continuance of an Event of Default, subj ect to app��cab�e �aw With respect ta �avernment Payments ar�d Acc�unts, Secured Party may, upon giving Notice, term�nate the perrn�ssion gxven to �perator to coll�ct the Rents (including tho se past du� and unpaid and those that accrue thereafter� and Secured Party may exercise its rights, power and author�ty und�r the Leases, �n whole or in part, as specified by Secured Party in its Noti�e (subje�t ta Secured Party taking such enforcement act�on as may be required by applicable �aw as a condit�on far enfarcement of an assignment of rents �r leases�. In a.ny�vent, the perm�ss��n given to �perat�r shall terminat� upon the (�} foreclosure of the Borrawer's Security Instrument; �ii} appointm�nt of a receiver f�r the H�althcare Fac��ity; �r�iii�the taking�f actual possession by Secured Party, �ts su�cessors or assigns or nominees. �perator hereby agrees that Secured Party is entitled to the appaintrnent of a receiver for the Healthcare Fac��ity upan the �ccurr�nce af an E�ent of Default hereunder. �perat�r agrees t� comply with and abserve �perat�r7 s ol�ligations und�r all Leases, including �perator's ob�igations, �f any, pertaining to the maint�nance and dispositxon of security dep�sits, both prior ta and after any such termination �f�perator's rights. Pr��ious versions obsolete Page 3 af l form HUD-92323��RCF t�51�D�4}