Common use of DECLARATION OF DEFAULT Clause in Contracts

DECLARATION OF DEFAULT. a. At any time during the existence of a Violation, HUD or Lender may give written notice of the Violation to Borrower ( the “Violation Notice”), by registered or certified mail or personal delivery, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD and Lender, be designated by Borrower as its legal business address. Borrower shall have thirty (30) days to cure any Violation described in the Violation Notice, provided that HUD and Lender shall extend such thirty (30) day period for a period not to exceed one hundred eighty (180) days or such longer period as HUD and Lender may reasonably determine is necessary to correct the Violation ( the “Moratorium Period”) so long as, HUD and Lender determine, in their reasonable discretion, that: (i) Borrower is timely satisfying all payment obligations in the Loan Documents (the “Payment Contingency”); (ii) there is no Material Risk of Termination; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Borrower commences to correct such violation, or cause such correction to be commenced, during such thirty (30) day period and thereafter diligently and continuously proceeds to correct, or cause correction of, such violation. If, after delivery of such Violation Notice and expiration of the Moratorium Period, the Violation is not corrected to the satisfaction of HUD, HUD may, upon giving thirty (30) days written notice, declare a default under this Agreement (the “Cure Termination Notice”). If at any time during the Moratorium Period, or during the thirty

DECLARATION OF DEFAULT. a. At (a) Subject to subsection (b) below, upon any time during the existence violation of a Violationany provision of this Agreement by Master Tenant, HUD or Lender may give written notice of the Violation thereof to Master Tenant, with a copy to Borrower ( the “Violation Notice”), by registered or certified mail or personal delivery, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD and Lender, be designated by Borrower as its legal business address. Borrower Master Tenant shall have thirty (30) days following receipt of such notice in which to cure cure, or cause to be cured, any Violation described in the Violation Noticesuch violation, provided that HUD and Lender shall extend such thirty (30) thirty-day period for a period not to exceed one hundred eighty (180) days or by such longer period time as HUD and Lender may reasonably determine is necessary to correct the Violation ( the “Moratorium Period”) violation for so long as, HUD and Lender determinedetermines, in their reasonable its discretion, that: : (i) Borrower is timely satisfying all payment obligations in the Loan Documents (the “Payment Contingency”)Documents; (ii) there none of the Permits or Approvals is no Material Risk at substantial and imminent risk of Terminationbeing terminated; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Borrower Borrower, Master Tenant, or Operator commences to correct such violation, or cause such correction to be commenced, violation during such thirty (30) day period and thereafter diligently and continuously proceeds to correctcorrect such violation, or cause correction of, such violationcorrective action to be commenced and diligently pursued. If, after delivery If upon the expiration of such Violation Notice and expiration of the Moratorium Periodcure period, the Violation violation is not corrected satisfied to the satisfaction of HUD’s satisfaction, HUD may, upon giving without further notice, declare an Event of Default. Upon declaring an Event of Default, HUD may: 1. Terminate, or cause the termination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate, or cause the termination of, any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate). 2. Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate. (b) Notwithstanding any other provisions of this Agreement, If HUD determines at any time that any of the Permits and Approvals are at substantial and imminent risk of being terminated, suspended or otherwise restricted in a way that the Project cannot be operated for the Approved Use and that such termination, suspension or restriction would have a material adverse effect on the value of the Mortgaged Property, including, without limitation, HUD’s determination that Master Tenant cannot cure, or cause to be cured, deficiencies identified by applicable State and/or Federal regulatory and/or funding agencies in such manner and within such time periods as would avoid such termination, suspension or restriction, then HUD may immediately (without thirty (30) days notice) declare an Event of Default of this Agreement and may immediately proceed to take actions pursuant to subsections (a)(1) and/or (a)(2) above. (c) Master Tenant acknowledges that the viable operation of the Healthcare Facility, and thus the preservation of the security for the Security Instrument, depends upon timely satisfaction of debts incurred related to the operation of the Healthcare Facility. In addition to fully complying with any payment obligations in the Master Lease, Master Tenant shall timely pay all debts incurred by it related to the operation of the Healthcare Facility. (d) In the event that Master ▇▇▇▇▇▇ receives a written notice, declare notice from HUD or Lender (i) stating that a default exists under this the Borrower’s Regulatory Agreement or any note or security instrument with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the “Cure Termination Notice”). If at any time during Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Moratorium Period, Master Lease to HUD or during the thirtyLender as so directed.

DECLARATION OF DEFAULT. a. At (a) Upon any time during the existence violation of a Violationany provision of this Agreement by Master ▇▇▇▇▇▇, HUD or Lender may give written notice of the Violation thereof to Master Tenant, with a copy to Borrower ( the “Violation Notice”), by registered or certified mail or personal delivery, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD and Lender, be designated by Borrower as its legal business address. Borrower Master Tenant shall have thirty (30) days to cure cure, or cause to be cured, any Violation described in the Violation Noticesuch violation, provided that HUD and Lender shall extend such thirty (30) thirty-day period for a period not to exceed one hundred eighty (180) days or by such longer period time as HUD and Lender may reasonably determine is necessary to correct the Violation ( the “Moratorium Period”) violation for so long as, HUD and Lender determinedetermines, in their its reasonable discretion, that: (i) Borrower is timely satisfying all payment obligations in the Loan Documents (the “Payment Contingency”)Documents; (ii) there none of the Permits or Approvals is at substantial and imminent risk of being terminatedthere is no Material Risk of Termination; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Borrower Master Tenant commences to correct such violation, or cause such correction to be commenced, violation during such thirty (30) day period and thereafter diligently and continuously proceeds to correctcorrect such violation, or cause correction of, such violationcorrective action to be commenced and diligently pursued. If, after delivery If upon the expiration of such Violation Notice and expiration cure period, which in all events shall be at least ninety (90) days unless the provisions of the Moratorium PeriodSubsection 5(b) below apply, the Violation violation is not corrected satisfied to the satisfaction of HUD’s satisfaction, HUD may, upon giving thirty (30) days written without further notice, declare an Event of Default. Upon declaring an Event of Default, HUD may: [Both the existing LEAN Rider to Regulatory Agreement and the current form of Master ▇▇▇▇▇ ▇▇▇▇ gives the Tenant 90 days to effect a cure.] 1. Terminate, or cause the termination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate). 2. Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate. [The last paragraph of Proposed Subparagraph 5(a) will not be well received by the Industry. Any time subjective determination by a Lender (or HUD) can lead to an Operator’s loss of his Facility, Operators/Master ▇▇▇▇▇▇ will refuse to sign the Regulatory Agreement. Furthermore, what if a diminution in value is the result of industry-wide circumstances? Does that entitle HUD to default under the Loan, or terminate the Operator?] Notwithstanding any other provisions of this Agreement (the “Cure Termination Notice”). agreement, If HUD determines at any time during that any of the Moratorium PeriodPermits and Approvals are at substantial and imminent risk of being terminated, suspended or otherwise restricted, including without limitation, HUD’s determination that Master Tenant cannot cure, or during cause to be cured, deficiencies identified by applicable State and/or Federal regulatory and/or funding agencies in such manner and within such time periods as would avoid the thirtyloss, suspension, or diminution of any Permits and Approvals, or if HUD determines at any time that the health and safety of the residents of the Healthcare Facility are at substantial and imminent risk, then HUD may immediately (without thirty days notice) declare an Event of Default of this Agreement and may immediately proceed to take actions pursuant to subsections (a)(1) and/or (a)(2) above. (b) Master Tenant acknowledges that the viable operation of the Healthcare Facility, and thus the preservation of the security for the Mortgage, depends upon timely satisfaction of debts incurred related to the operation of the Healthcare Facility. In addition to fully complying with any payment obligations in the Master Lease, Master Tenant shall timely pay all debts incurred related to the operation of the Healthcare Facility. Intentionally Omitted. [ Proposed Paragraph 5(b) applies to the Operator and not the Master Tenant and should therefore be deleted.] (c) In the event that Master ▇▇▇▇▇▇ receives a written notice from HUD or Lender (i) stating that a default exists under the Borrower Regulatory Agreement or any note or mortgage with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to (d) ▇▇▇ agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Master Lease Release”, yet HUD is not a signatory to the SNDA or the Subordination Agreement. Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Master Tenant Regulatory Agreement.]

DECLARATION OF DEFAULT. a. At any time during the existence (a) Upon anySubject to subparagraph (b) and (c) below, upon Master ▇▇▇▇▇▇’s actual knowledge, or receipt of HUD’s written notice, of a Violationviolation of any provision of this Agreement by Master Tenant, HUD or Lender may give written notice of the Violation to Borrower ( the “Violation Notice”), by registered or certified mail or personal delivery, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD and Lender, be designated by Borrower as its legal business address. Borrower Master Tenant shall have thirty (30) days to cure any Violation described in such violation. (HUD may give written notice thereof to Master ▇▇▇▇▇▇, with a copy of the Violation Noticewritten notice of any violation by Master ▇▇▇▇▇▇ of any provision hereunder to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇. .) Notwithstanding the foregoing,2 Master Tenant shall have thirty (30) days to cure, or cause to be cured, any such violation, provided that HUD and Lender shall extend such thirty thirty- (30) day period for a period not to exceed one hundred eighty (180) days or by such longer period time as HUD and Lender may reasonably determine is necessary to correct the Violation ( the “Moratorium Period”) violation for so long as, HUD and Lender determinedetermines, in their reasonable its discretion, that: : (i) Borrower is timely satisfying all payment obligations in the Loan Documents (the “Payment Contingency”)Documents; (ii) there none of the Permits or Approvals is no Material Risk at substantial and imminent risk of Terminationbeing terminated; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Borrower Master ▇▇▇▇▇▇ commences to correct such violation, or cause such correction to be commenced, violation during such thirty (30) day period and thereafter diligently and continuously proceeds to correctcorrect such violation, or cause correction of, causecauses such violationcorrective action to be commenced and diligently pursued. If, after delivery If upon the expiration of such Violation Notice and expiration of the Moratorium Periodcure period, the Violation violation is not corrected satisfied to the satisfaction of HUD’s satisfaction, HUD may, upon giving thirty (30) days written without further notice, declare a an Event of Default.a default3 under this Agreement. Upon declaring an Event of Defaulta default under this Agreement (the “Cure Termination Notice”)Agreement, HUD may: 1. If at any time during the Moratorium PeriodTerminateterminate, or during cause the thirtytermination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate).); and/or 2. Applyapply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate.

DECLARATION OF DEFAULT. a. At (a) Upon any time during the existence violation of a Violationany provision of this Agreement by Master ▇▇▇▇▇▇, HUD or Lender may give written notice of the Violation thereof to Master Tenant, with a copy to Borrower ( the “Violation Notice”), by registered or certified mail or personal delivery, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD and Lender, be designated by Borrower as its legal business address. Borrower Master Tenant shall have thirty (30) days to cure cure, or cause to be cured, any Violation described in the Violation Noticesuch violation, provided that HUD and Lender shall extend such thirty (30) thirty-day period for a period not to exceed one hundred eighty (180) days or by such longer period time as HUD and Lender may reasonably determine is necessary to correct the Violation ( the “Moratorium Period”) violation for so long as, HUD and Lender determinedetermines, in their its reasonable discretion, that: (i) Borrower is timely satisfying all payment obligations in the Loan Documents (the “Payment Contingency”)Documents; (ii) there is no Material Risk of Termination; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Borrower Master ▇▇▇▇▇▇ commences to correct such violation, or cause such correction to be commenced, violation during such thirty (30) day period and thereafter diligently and continuously proceeds to correctcorrect such violation, or cause correction of, such violationcorrective action to be commenced and diligently pursued. If, after delivery If upon the expiration of such Violation Notice and expiration cure period, which in all events shall be at least ninety (90) days unless the provisions of the Moratorium PeriodSubsection 5(b) below apply, the Violation violation is not corrected satisfied to the satisfaction of HUD’s satisfaction, HUD may, upon giving thirty (30) days written without further notice, declare an Event of Default. Upon declaring an Event of Default, HUD may: [Both the existing LEAN Rider to Regulatory Agreement and the current form of Master Lease SNDA gives the Tenant 90 days to effect a cure.] 1. Terminate, or cause the termination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate). 2. Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate. (b) Intentionally Omitted. [ Proposed Paragraph 5(b) applies to the Operator and not the Master Tenant and should therefore be deleted.] (c) In the event that Master ▇▇▇▇▇▇ receives a written notice from HUD or Lender (i) stating that a default exists under this the Borrower Regulatory Agreement or any note or mortgage with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Master Lease to HUD or Lender as so directed. (d) ▇▇▇ agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Cure Termination NoticeMaster Lease Release”), yet HUD is not a signatory to the SNDA or the Subordination Agreement. If at any time during Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Moratorium Period, or during the thirtyMaster Tenant Regulatory Agreement.]