Common use of Covenants of the Assignor Clause in Contracts

Covenants of the Assignor. The Assignor covenants and agrees that so long as this Assignment shall be in effect: (a) The Assignor shall not enter into any additional Leases, other than Leases which are entered into in the ordinary course of the Assignor’s business with individual patients under patient agreements; (b) The Assignor shall observe and perform all of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the lessor thereunder, and the Assignor shall not do or suffer to be done anything to impair the security thereof. The Assignor shall not (i) release the liability of any tenant under any Lease, (ii) consent to any tenant’s withholding of rent or making monetary advances and off setting the same against future rentals, (iii) consent to any tenant’s claim of a total or partial eviction, (iv) consent to a tenant termination or cancellation of any Lease, except as specifically provided therein, or (v) enter into any oral leases with respect to all or any portion of the Premises; (c) The Assignor shall not collect any of the rents, issues, income or profits assigned hereunder more than 30 days in advance of the time when the same shall become due, except for security or similar deposits; (d) The Assignor shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all rents, issues, income or profits assigned hereunder, except as specifically permitted by the Loan Documents; (e) The Assignor shall not modify the terms and provisions of any Lease, nor shall the Assignor give any consent (including, but not limited to, any consent to any assignment of, or subletting under, any Lease, except as expressly permitted thereby) or approval required or permitted by such terms and provisions, or cancel or terminate any Lease, without the Assignee’s prior written consent; (f) The Assignor shall not accept a surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the premises demised under any Lease or of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the estates and rights of, or a termination or diminution of the obligations of, any tenant thereunder; any termination fees payable under a Lease for the early termination or surrender thereof shall be paid jointly to the Assignor and the Assignee; (g) The Assignor shall not alter, modify or change the terms of any guaranty of any Lease, or cancel or terminate any such guaranty or do or permit to be done anything which would terminate any such guaranty as a matter of law; (h) The Assignor shall not waive or excuse the obligation to pay rent under any Lease; (i) The Assignor shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to or in any manner connected with any Lease or the obligations, duties or liabilities of the lessor or any tenant or guarantor thereunder, and shall pay all costs and expenses of the Assignee, including court costs and reasonable attorneys’ fees actually incurred, in any such action or proceeding in which the Assignee may appear; (j) The Assignor shall give prompt notice to the Assignee of any notice of any default by the lessor under any Lease received from any tenant or guarantor thereunder; (k) The Assignor shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder and shall immediately notify the Assignee of any material breach by the tenant or guarantor under any such Lease; (l) The Assignor shall not permit any of the Leases to become subordinate to any lien or liens other than liens securing the indebtedness secured hereby or liens for general real estate taxes not delinquent; (m) The Assignor shall not execute hereafter any Lease unless there shall be included therein a provision providing that the tenant thereunder acknowledges that such Lease has been assigned pursuant to this Assignment and agrees not to look to the Assignee as mortgagee, mortgagee in possession or successor in title to the Premises for accountability for any security deposit required by lessor under such Lease unless such sums have actually been received in cash by the Assignee as security for tenant’s performance under such Lease; and (n) If any tenant under any Lease is or becomes the subject of any proceeding under the Federal Bankruptcy Code, as amended from time to time, or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned hereby, the Assignor covenants and agrees that if any such Lease is so terminated or rejected, no settlement for damages shall be made without the prior written consent of the Assignee, and any check in payment of damages for termination or rejection of any such Lease will be made payable both to the Assignor and the Assignee. The Assignor hereby assigns any such payment to the Assignee and further covenants and agrees that upon the request of the Assignee, it will duly endorse to the order of the Assignee any such check, the proceeds of which shall be applied in accordance with the provisions of Section 8 below.

Covenants of the Assignor. The Assignor covenants and agrees that so long as this Assignment shall be in effect: (a) The Assignor will, for so long as this Agreement shall not enter into any additional Leasesbe in effect, other than Leases which are entered into in the ordinary course of the Assignor’s business with individual patients under patient agreements; (bi) The Assignor shall observe and perform all of its obligations under each of the covenantsContracts and enforce the performance by each other party thereto of all of such party's obligations thereunder, termsin accordance with the terms and conditions thereof, conditions (ii) keep original copies of all Contracts and agreements contained all records relating thereto at its principal offices, and (iii) notify the Agent in writing promptly upon obtaining knowledge of the Leases occurrence of any breach or violation of or default under any of the Contracts by any party thereto. (b) In the event the Assignor shall, at any time and from time to be observed or performed time after the date hereof, enter into any new Service Agreement, all of the Assignor's right, title and interest in and to such new Contract, all records relating thereto and any and all proceeds of the foregoing shall, immediately and automatically upon the Assignor's execution thereof, and without the necessity of any further action by the lessor thereunderAssignor or the Lender, be pledged to the Lender as additional Collateral hereunder and shall be subject to the security interest created hereby, and in such event the Assignor will forthwith (and in any event within fifteen (15) days after its execution of any such new Service Agreement) notify the Agent and furnish to the Agent true, correct and complete copies thereof, and the Assignor shall not do or suffer to be done anything to impair the security thereof. The Assignor shall not (i) release the liability of any tenant under any Lease, (ii) consent to any tenant’s withholding of rent or making monetary advances and off setting the same against future rentals, (iii) consent to any tenant’s claim of a total or partial eviction, (iv) consent to a tenant termination or cancellation of any Lease, except as specifically provided therein, or (v) enter into any oral leases with respect to all or any portion of the Premises; (c) The Assignor shall not collect any of the rents, issues, income or profits assigned hereunder more than 30 days in advance of the time when the same shall become due, except for security or similar deposits; (d) The Assignor shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all rents, issues, income or profits assigned hereunder, except as specifically permitted by the Loan Documents; (e) The Assignor shall not modify the terms and provisions of any Lease, nor shall the Assignor give any consent (including, but not limited to, any consent to any assignment of, or subletting under, any Lease, except as expressly permitted thereby) or approval required or permitted by such terms and provisions, or cancel or terminate any Lease, without the Assignee’s prior written consent; (f) The Assignor shall not accept a surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the premises demised under any Lease or of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the estates and rights of, or a termination or diminution of the obligations of, any tenant thereunder; any termination fees payable under a Lease for the early termination or surrender thereof shall be paid jointly to the Assignor and the Assignee; (g) The Assignor shall not alter, modify or change the terms of any guaranty of any Lease, or cancel or terminate any such guaranty or do or permit to be done anything which would terminate any such guaranty as a matter of law; (h) The Assignor shall not waive or excuse the obligation to pay rent under any Lease; (i) The Assignor shall, at its sole cost and expense, appear in and defend will take any and all actions such further action that the Agent may reasonably deem necessary and proceedings arising underadvisable to perfect the security interest of the Agent created hereby as to such additional Collateral, relating including, without limitation, the obtaining, in form and substance satisfactory to or in the Agent, of any manner connected with necessary consents of third parties to the pledge and assignment hereunder. In the event that any Lease such new Contract or the obligationsassignment thereof as contemplated herein would, duties or liabilities absent any such consent, be voidable by any party as a result of such assignment, such assignment shall be void ab initio, and in such event the Assignor will exercise all of its rights and remedies under such Contract at the direction of and for the benefit of the lessor or any tenant or guarantor thereunder, Secured Parties and shall pay will be deemed to hold all costs such rights and expenses of the Assignee, including court costs and reasonable attorneys’ fees actually incurred, remedies in any such action or proceeding in which the Assignee may appear; (j) The Assignor shall give prompt notice to the Assignee of any notice of any default by the lessor under any Lease received from any tenant or guarantor thereunder; (k) The Assignor shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder and shall immediately notify the Assignee of any material breach by the tenant or guarantor under any such Lease; (l) The Assignor shall not permit any of the Leases to become subordinate to any lien or liens other than liens securing the indebtedness secured hereby or liens for general real estate taxes not delinquent; (m) The Assignor shall not execute hereafter any Lease unless there shall be included therein a provision providing that the tenant thereunder acknowledges that such Lease has been assigned pursuant to this Assignment and agrees not to look to the Assignee as mortgagee, mortgagee in possession or successor in title to the Premises for accountability for any security deposit required by lessor under such Lease unless such sums have actually been received in cash by the Assignee as security for tenant’s performance under such Lease; and (n) If any tenant under any Lease is or becomes the subject of any proceeding under the Federal Bankruptcy Code, as amended from time to time, or any other federal, state or local statute which provides trust for the possible termination or rejection Secured Parties until such time as such consent shall have been obtained, at which time the pledge and assignment of the Leases assigned hereby, the Assignor covenants such Contract provided for hereinabove shall automatically be remade and agrees that if any such Lease is so terminated or rejected, no settlement for damages shall be made without the prior written consent of the Assignee, and any check in payment of damages for termination or rejection of any such Lease will be made payable both to the Assignor and the Assignee. The Assignor hereby assigns any such payment to the Assignee and further covenants and agrees that upon the request of the Assignee, it will duly endorse to the order of the Assignee any such check, the proceeds of which shall be applied in accordance with the provisions of Section 8 belowreaffirmed.

Covenants of the Assignor. The Assignor hereby covenants and agrees that so long as this Assignment shall be in effectthe Assignor: (a) The Assignor shall not enter into any additional Leasesfulfill, other than Leases which are entered into perform and observe (or cause to be fulfilled, observed and performed), in the ordinary course all material respects, all of the Assignor’s business with individual patients duties, covenants and obligations of the landlord under patient agreementsthe Subleases; (b) The shall give prompt written notice to the Assignee of any default or claim of default by the Assignor shall observe and perform all or any Sublessee under any of the covenantsSubleases other than any of the Residence Agreements or by any guarantor under any of the Guaranties, terms, conditions and agreements contained in the Leases to be observed or performed by the lessor thereunder, and the Assignor shall not do or suffer to be done anything to impair the security thereof. The Assignor shall not (i) release the liability along with a complete copy of any tenant under any Lease, (ii) consent to any tenant’s withholding written notice of rent such default or making monetary advances and off setting the same against future rentals, (iii) consent to any tenant’s claim of a total or partial eviction, (iv) consent to a tenant termination or cancellation of any Lease, except as specifically provided therein, or (v) enter into any oral leases with respect to all or any portion of the Premisesdefault; (c) The Assignor shall not collect any enforce (in a manner satisfactory to the Assignee and short of termination of either the rentsSubleases (excluding the Residence Agreements) or the Guaranties), issuesthe performance, income or profits assigned hereunder more than 30 days in advance all material respects, by the Sublessees and the guarantors under the Guaranties of all of their duties, covenants and obligations under the time when Subleases and the same shall become dueGuaranties, except for security or similar depositsas the case may be; (d) The Assignor shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all rents, issues, income or profits assigned hereunder, except as specifically permitted by the Loan Documents; (e) The Assignor shall not modify the terms and provisions of any Lease, nor shall the Assignor give any consent (including, but not limited to, any consent to any assignment of, or subletting under, any Lease, except as expressly permitted thereby) or approval required or permitted by such terms and provisions, or cancel or terminate any Lease, without the Assignee’s prior written consent; (f) The Assignor shall not accept a surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the premises demised under any Lease or of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the estates and rights of, or a termination or diminution of the obligations of, any tenant thereunder; any termination fees payable under a Lease for the early termination or surrender thereof shall be paid jointly to the Assignor and the Assignee; (g) The Assignor shall not alter, modify or change the terms of any guaranty of any Lease, or cancel or terminate any such guaranty or do or permit to be done anything which would terminate any such guaranty as a matter of law; (h) The Assignor shall not waive or excuse the obligation to pay rent under any Lease; (i) The Assignor shall, at its sole cost and expense, appear in and defend any and all actions and proceedings action or proceeding arising under, relating to under or in any manner connected with (i) any Lease or the obligations, duties or liabilities of the lessor Subleases, (ii) the obligations and undertakings of the landlord or any tenant or guarantor thereunder, Sublessee under the Subleases and shall pay all costs (iii) the obligations and expenses undertakings of the Assigneeguarantors under the Guaranties; (e) shall not (i) alter, including court costs and reasonable attorneys’ fees actually incurredmodify or amend, in any such action or proceeding in which the Assignee may appear; (j) The Assignor shall give prompt notice to the Assignee of any notice of any default by the lessor under any Lease received from any tenant or guarantor thereunder; (k) The Assignor shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder and shall immediately notify the Assignee of any material breach by the tenant or guarantor under any such Lease; (l) The Assignor shall not permit respect any of the Leases to become subordinate to Subleases (excluding the Residence Agreements), (ii) replace, terminate or cancel any lien of the Subleases (excluding Residence Agreements) or liens other than liens securing any of the indebtedness secured hereby or liens for general real estate taxes not delinquent; Guaranties, (miii) The Assignor shall not execute hereafter any Lease unless there shall be included therein accept a provision providing that the tenant thereunder acknowledges that such Lease has been assigned pursuant to this Assignment and agrees not to look to the Assignee as mortgagee, mortgagee in possession or successor in title to the Premises for accountability for any security deposit required by lessor under such Lease unless such sums have actually been received in cash by the Assignee as security for tenant’s performance under such Lease; and (n) If any tenant under any Lease is or becomes the subject surrender of any proceeding under of the Federal Bankruptcy Code, as amended from time to time, Subleases (excluding Residence Agreements) or (iv) waive any material term or condition of any of the Subleases (excluding Residence Agreements) or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned herebyGuaranties, the Assignor covenants and agrees that if any such Lease is so terminated or rejected, no settlement for damages shall be made without the prior written consent of the Assignee, in each instance, which consent may be withheld in the Assignee's sole and absolute discretion; (f) shall not (i) dispose or delegate any check right to receive any of the Rents, (ii) collect nor accept any Rents more than one (1) month in payment advance of damages the time any such Rents becomes due without forthwith depositing the same with the Assignee in a special account or (iii) withdraw or disburse any such funds except for termination immediate application towards the Lease Obligations or rejection the obligations of the Assignor under the Subleases; (g) shall not execute any future Subleases (excluding Residence Agreements), nor consent to the assignment of any such Lease will be made payable both Sublessee's interest under any of the Subleases (excluding Residence Agreements), nor consent to any further subletting thereunder, without the Assignor and the Assignee. The Assignor hereby assigns any such payment to the Assignee and further covenants and agrees that upon the request prior written consent of the Assignee, it will duly endorse in each instance, which consent may be withheld in the Assignee's sole and absolute discretion; (h) shall not consent to the order assignment of any guarantor's obligations under any of the Assignee Guaranties without prior written consent of the Assignee, in each instance, which consent may be withheld in the Assignee's sole and absolute discretion; (i) shall not execute any assignment of the landlord's interest under any of the Subleases, nor any assignment of the Rents or any interest therein and shall not suffer or permit any such checkassignment to occur by operation of law; (j) shall not consent to the direct or indirect creation of any Lien upon or against the Leased Property or any Sublessee's interest therein; (k) shall not take any action which may cause or permit the estate of any of the Sublessees under the Subleases to merge with the Assignor's interest in the Leased Property; (l) shall not take any action (or allow any action to be taken either by the Assignor's agents or by any other Person, but only to the extent that such action may be prevented by the Assignor) that may impair, in any material respect, the proceeds security of which the Subleases; (m) shall be applied not commit or suffer any violation of law in accordance connection with the provisions of Section 8 belowSubleases; and (n) shall not allow the premises demised under any Sublease (excluding Residence Agreements) to be abandoned or vacated.

Covenants of the Assignor. The Assignor hereby covenants and agrees that so long as this Assignment shall be in effectthe Assignor: (a) The Assignor shall not enter into any additional Leasesfulfill, other than Leases which are entered into perform and observe (or cause to be fulfilled, observed and performed), in the ordinary course all material respects, all of the Assignor’s business with individual patients duties, covenants and obligations of the landlord under patient agreementsthe Subleases; (b) The shall give prompt written notice to the Assignee of any default or claim of default by the Assignor shall observe and perform all or any Sublessee under any of the covenantsSubleases other than any of the Residence Agreements or by any guarantor under any of the Guaranties, terms, conditions and agreements contained in the Leases to be observed or performed by the lessor thereunder, and the Assignor shall not do or suffer to be done anything to impair the security thereof. The Assignor shall not (i) release the liability along with a complete copy of any tenant under any Lease, (ii) consent to any tenant’s withholding written notice of rent such default or making monetary advances and off setting the same against future rentals, (iii) consent to any tenant’s claim of a total or partial eviction, (iv) consent to a tenant termination or cancellation of any Lease, except as specifically provided therein, or (v) enter into any oral leases with respect to all or any portion of the Premisesdefault; (c) The Assignor shall not collect any enforce (in a manner satisfactory to the Assignee and short of termination of either the rentsSubleases (excluding the Residence Agreements) or the Guaranties), issuesthe performance, income or profits assigned hereunder more than 30 days in advance all material respects, by the Sublessees and the guarantors under the Guaranties of all of their duties, covenants and obligations under the time when Subleases and the same shall become dueGuaranties, except for security or similar depositsas the case may be; (d) The Assignor shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all rents, issues, income or profits assigned hereunder, except as specifically permitted by the Loan Documents; (e) The Assignor shall not modify the terms and provisions of any Lease, nor shall the Assignor give any consent (including, but not limited to, any consent to any assignment of, or subletting under, any Lease, except as expressly permitted thereby) or approval required or permitted by such terms and provisions, or cancel or terminate any Lease, without the Assignee’s prior written consent; (f) The Assignor shall not accept a surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the premises demised under any Lease or of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the estates and rights of, or a termination or diminution of the obligations of, any tenant thereunder; any termination fees payable under a Lease for the early termination or surrender thereof shall be paid jointly to the Assignor and the Assignee; (g) The Assignor shall not alter, modify or change the terms of any guaranty of any Lease, or cancel or terminate any such guaranty or do or permit to be done anything which would terminate any such guaranty as a matter of law; (h) The Assignor shall not waive or excuse the obligation to pay rent under any Lease; (i) The Assignor shall, at its sole cost and expense, appear in and defend any and all actions and proceedings action or proceeding arising under, relating to under or in any manner connected with (i) any Lease or the obligations, duties or liabilities of the lessor Subleases, (ii) the obligations and undertakings of the landlord or any tenant or guarantor thereunder, Sublessee under the Subleases and shall pay all costs (iii) the obligations and expenses undertakings of the Assigneeguarantors under the Guaranties; (e) shall not (i) alter, including court costs and reasonable attorneys’ fees actually incurredmodify or amend, in any such action or proceeding in which the Assignee may appear; (j) The Assignor shall give prompt notice to the Assignee of any notice of any default by the lessor under any Lease received from any tenant or guarantor thereunder; (k) The Assignor shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder and shall immediately notify the Assignee of any material breach by the tenant or guarantor under any such Lease; (l) The Assignor shall not permit respect any of the Leases to become subordinate to Subleases (excluding the Residence Agreements), (ii) replace, terminate or cancel any lien of the Subleases (excluding Residence Agreements) or liens other than liens securing any of the indebtedness secured hereby or liens for general real estate taxes not delinquent; Guaranties, (miii) The Assignor shall not execute hereafter any Lease unless there shall be included therein accept a provision providing that the tenant thereunder acknowledges that such Lease has been assigned pursuant to this Assignment and agrees not to look to the Assignee as mortgagee, mortgagee in possession or successor in title to the Premises for accountability for any security deposit required by lessor under such Lease unless such sums have actually been received in cash by the Assignee as security for tenant’s performance under such Lease; and (n) If any tenant under any Lease is or becomes the subject surrender of any proceeding under of the Federal Bankruptcy Code, as amended from time to time, Subleases (excluding Residence Agreements) or (iv) waive any material term or condition of any of the Subleases (excluding Residence Agreements) or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned herebyGuaranties, the Assignor covenants and agrees that if any such Lease is so terminated or rejected, no settlement for damages shall be made without the prior written consent of the Assignee, in each instance, which consent may be withheld in the Assignee's sole and absolute discretion; (f) shall not (i) dispose or delegate any check right to receive any of the Rents, (ii) collect nor accept any Rents more than one (1) month in payment advance of damages the time any such Rents becomes due without forthwith depositing the same with the Assignee or (iii) withdraw or disburse any such funds except for termination immediate application towards the Lease Obligations or rejection the obligations of the Assignor under the Subleases; (g) shall not execute any future Subleases (excluding Residence Agreements), nor consent to the assignment of any such Lease will be made payable both Sublessee's interest under any of the Subleases (excluding Residence Agreements), nor consent to any further subletting thereunder, without the Assignor and the Assignee. The Assignor hereby assigns any such payment to the Assignee and further covenants and agrees that upon the request prior written consent of the Assignee, it will duly endorse in each instance, which consent may be withheld in the Assignee's sole and absolute discretion; (h) shall not consent to the order assignment of any guarantor's obligations under any of the Assignee Guaranties without prior written consent of the Assignee, in each instance, which consent may be withheld in the Assignee's sole and absolute discretion; (i) shall not execute any assignment of the landlord's interest under any of the Subleases, nor any assignment of the Rents or any interest therein and shall not suffer or permit any such checkassignment to occur by operation of law; (j) except as expressly provided in the Lease, shall not consent to the direct or indirect creation of any Lien upon or against all or any portion of the Leased Property or any Sublessee's interest therein; (k) shall not take any action which may cause or permit the estate of any of the Sublessees under the Subleases to merge with the Assignor's interest in all or any portion of the Leased Property; (l) shall not take any action (or allow any action to be taken either by the Assignor's agents or by any other Person, but only to the extent that such action may be prevented by the Assignor) that may impair, in any material respect, the proceeds security of which the Subleases; (m) shall be applied not commit or suffer any violation of law in accordance connection with the provisions of Section 8 belowSubleases; and (n) shall not allow the premises demised under any Sublease (excluding Residence Agreements) to be abandoned or vacated.