Property Document Representations. With respect to each Property Document: # each Property Document is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein) and ​’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date, except the assignment to the ​ pursuant to the Loan Documents, # there are no defaults under any Property Document by any party thereto and, to ​’s knowledge, no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a default under any Property Document, # all rents, additional rents, common maintenance charges and other sums due and payable under the Property Documents have been paid in full, # no party to any Property Document has commenced any action or given or received any notice for the purpose of terminating any Property Document, and # the representations made in any estoppel or similar document delivered with respect to any Property Document in connection with the Loan are true, complete and correct and are hereby incorporated by reference as if fully set forth herein.

Property Document Covenants. ​ shall # promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Property Documents and do all things necessary to preserve and to keep unimpaired its material rights thereunder; # promptly notify ​ of any material default under the Property Documents of which it is aware; # promptly deliver to ​ a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Property Documents; # enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed under the Property Documents in a commercially reasonable manner; # cause the Property to be operated, in all material respects, in accordance with the Property Documents; and # not, in each case if such action have, or be reasonably likely to have, a Material Adverse Effect, without the prior written consent of ​, # enter into any new Property Document or execute modifications to any existing Property Documents, # surrender, terminate or cancel the Property Documents, # reduce or consent to the reduction of the term of the Property Documents, # increase or consent to the increase of the amount of any charges under the Property Documents, # otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Property Documents in any material respect or # following the occurrence and during the continuance of an Event of Default, exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Property Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except # as such enforcement may be limited by # bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and # general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and # that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in [clause (i) above]) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses [(i) and (ii)])] collectively, the “Standard Qualifications”).

Governing Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, including the confidentiality, non-solicitation, forfeiture and recovery provisions set forth in [Section 17] of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Board or the Committee pursuant to the Plan. All interpretations of the Committee and all related decisions or resolutions of the Board or the Committee shall be final and binding on the Company and you. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of the Mortgage

Security Interest. Except with respect to Government Receivables and the Provider Lockbox Account, subject to anti-assignment provisions of state or federal law, Provider hereby grants Manager a security interest in and a first priority lien on all of Provider’s assets (tangible and intangible), including its accounts, payment intangibles, deposit accounts, documents, equipment, general intangibles, instruments, inventory, investment property and any other assets (collectively, the “Collateral”) to secure the payment by Provider of all obligations and liabilities owed by Provider to Manager, including without limitation the Management Fee. Provider and PTG shall execute such further documents and instruments as may be deemed necessary or desirable by Manager, in Manager’s sole discretion, to effect the provisions of this section. Provider authorizes Manager without any further consent of Provider, at any time and from time to time, to file or record financing statements, amendments thereto, and other filings or documents with respect to the Collateral in such form as Manager determines to be appropriate to perfect or continue or maintain the perfection of the security interests granted under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor whether now existing or hereafter acquired” or similar words.

Security Documents. All of the Secured Obligations, as amended by this Amendment, are secured by all of the Security Documents.

Security Deposits. All security deposits of Tenants, whether held in cash or any other form, # shall be held in compliance with all Legal Requirements, # shall be held in a separate account than ​’s Operating Account and # shall not be commingled with any other funds of ​. During the continuance of an Event of Default, ​ shall, upon ​’s request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be paid over to ​, to be held (in a separate Account) subject to the terms of the Leases until no Event of Default is continuing. Any bond or other instrument which ​ is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements # shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein above described, # shall be issued by an institution reasonably satisfactory to ​, # shall, if permitted pursuant to any Legal Requirements, name ​ as payee or mortgagee thereunder (or at ​’s option, be fully assignable to ​), and # shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to ​. ​ shall, upon request, provide ​ with evidence satisfactory to ​ of ​’s compliance with the foregoing.

Security Interest. The Borrower has granted a security interest (as defined in the UCC) to the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured party and the Borrower as debtor, delivery of possessory Collateral to the Administrative Agent (or its designee), and execution and delivery of the Account Control Agreement, the Administrative Agent, on behalf of the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateral to the extent such an interest can be perfected by filing a financing statement under the UCC, maintaining such possession or execution and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect such security interest of the Administrative Agent, on behalf of the Secured Parties, in the Collateral have been (or prior to the applicable Loan will be) made.

Security Interest. This Agreement constitutes a grant of a security interest in all Collateral to the Administrative Agent which upon the filing of financing statements