TO RECEIVE THE
EXCESS FUNDS PAYMENTS.
(H)
SPECIFIED SUBSIDIARIES.
LISTED ON
SCHEDULE III IS EACH SUBSIDIARY OF THE GRANTOR AS OF THE DATE HEREOF (I) THAT IS
A SPECIAL PURPOSE ENTITY WHOSE ASSETS CONSIST OF ARC COMMUNITIES SUBJECT
3
TO A MASTER LEASE, AND (II) WHOSE COLLECTIONS ARE NOT SUBJECT TO A LOCKBOX
ARRANGEMENT FOR THE BENEFIT OF A THIRD-PARTY LENDER.
5.
COVENANTS.
THE GRANTOR COVENANTS AND
AGREES WITH THE LENDER THAT, FROM AND AFTER THE DATE OF THIS SECURITY AGREEMENT
UNTIL THE SECURED OBLIGATIONS ARE PAID IN FULL AND THE COMMITMENTS HAVE EXPIRED
OR BEEN TERMINATED:
(A)
MAINTENANCE OF PERFECTED SECURITY
INTERESTS; FURTHER DOCUMENTATION; PLEDGE OF INSTRUMENTS AND CHATTEL PAPER.
THE
GRANTOR SHALL MAINTAIN THE SECURITY INTEREST CREATED BY THIS SECURITY AGREEMENT
AS A PERFECTED SECURITY INTEREST HAVING AT LEAST THE PRIORITY DESCRIBED IN
SECTION 6(B) HEREOF AND SHALL DEFEND SUCH SECURITY INTEREST AGAINST THE CLAIMS
AND DEMANDS OF ALL PERSONS WHOMSOEVER.
AT ANY TIME AND FROM TIME TO TIME, UPON
THE WRITTEN REQUEST OF THE LENDER, AND AT THE SOLE EXPENSE OF THE GRANTOR, THE
GRANTOR WILL PROMPTLY AND DULY EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND
DOCUMENTS AND TAKE SUCH FURTHER ACTION AS THE LENDER MAY REASONABLY REQUEST FOR
THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS SECURITY
AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING, WITHOUT
LIMITATION, (I) THE FILING OF ANY FINANCING OR CONTINUATION STATEMENTS UNDER THE
UNIFORM COMMERCIAL CODE IN EFFECT IN ANY JURISDICTION WITH RESPECT TO THE LIENS
CREATED HEREBY AND (II) IN THE CASE OF THE EXCESS FUNDS COLLECTION ACCOUNT AND
ANY OTHER RELEVANT COLLATERAL, TAKING ANY ACTIONS (INCLUDING, WITHOUT
LIMITATION, ENTERING INTO, AND USING ITS BEST EFFORTS TO CAUSE ANY RELEVANT
THIRD PARTY TO ENTER INTO, ONE OR MORE CONTROL AGREEMENTS) NECESSARY TO ENABLE
THE LENDER TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE UNIFORM
COMMERCIAL CODE) WITH RESPECT THERETO.
THE GRANTOR ALSO HEREBY AUTHORIZES THE
LENDER TO FILE ANY SUCH FINANCING OR CONTINUATION STATEMENT WITHOUT THE
SIGNATURE OF THE GRANTOR TO THE EXTENT PERMITTED BY APPLICABLE LAW.
ANY SUCH
FINANCING STATEMENT MAY DESCRIBE THE PROPERTY COVERED THEREBY.
A CARBON,
PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS SECURITY AGREEMENT SHALL BE
SUFFICIENT AS A FINANCING STATEMENT FOR FILING IN ANY JURISDICTION.
IF ANY
AMOUNT PAYABLE UNDER OR IN CONNECTION WITH ANY OF THE COLLATERAL SHALL BE OR
BECOME EVIDENCED BY ANY INSTRUMENT, CHATTEL PAPER OR CERTIFICATED SECURITY, SUCH
INSTRUMENT, CHATTEL PAPER OR CERTIFICATED SECURITY SHALL BE IMMEDIATELY
DELIVERED TO THE LENDER, DULY ENDORSED IN A MANNER SATISFACTORY TO THE LENDER,
TO BE HELD AS COLLATERAL PURSUANT TO THIS SECURITY AGREEMENT.
(B)
INDEMNIFICATION.
THE GRANTOR AGREES,
JOINTLY AND SEVERALLY, TO PAY, AND TO SAVE THE LENDER HARMLESS FROM, ANY AND ALL
LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND
EXPENSES) (I) WITH RESPECT TO, OR RESULTING FROM, ANY DELAY IN PAYING, ANY AND
ALL EXCISE, SALES OR OTHER TAXES WHICH MAY BE PAYABLE OR DETERMINED TO BE
PAYABLE WITH RESPECT TO ANY OF THE