Operator Security Agreement Page 19
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32(b)
Operator absolutely and unconditionally assigns and transfers to
Secured Party all of Operator's rights, title and interest in, to and under any leases or
residential agreements by and between Operator and any resident in the Healthcare
Facility (collectively referred to herein as the “Leases” and any one individually as a
“Lease”), including Operator's right, power and authority to modify the terms of any
such Lease, or extend or terminate any such Lease. It is the intention of Operator to
establish a present, absolute and irrevocable transfer and assignment to Secured Party of
all of Operator’s right, title and interest in, to and under the Leases. Operator and
Secured Party intend this assignment of the Leases to be immediately effective and to
constitute an absolute present assignment and not an assignment for additional security
only. For purposes of giving effect to this absolute assignment of the Leases, and for no
other purpose, the Leases shall not be deemed to be a part of the collateral otherwise
described in this Agreement. However, if this present, absolute and unconditional
assignment of the Leases is not enforceable by its terms under the laws of the applicable
jurisdiction, then the Leases shall be included as a part of the collateral and it is the
intention of Operator that in this circumstance this Security Agreement create and
perfect a lien on the Leases in favor of Secured Party, which lien shall be effective as of
the date of this Security Agreement.
(c)
Until Secured Party gives Notice to Operator of Secured Party's
exercise of its rights under this assignment, Operator shall have all rights, power and
authority granted to Operator under any Lease (except as otherwise limited by this
Section or any other provision of this Security Agreement), including the right, power
and authority to modify the terms of any Lease or extend or terminate any Lease as such
rights are limited or affected by the terms of the Loan Documents and Program
Obligations. Upon the occurrence of an Event of Default, the permission given to
Operator pursuant to the preceding sentence to exercise its rights, power and authority
under Leases shall automatically terminate. Operator agrees to comply with and observe
Operator's obligations under all Leases, including Operator's obligations, if any,
pertaining to the maintenance and disposition of security deposits, both prior to and after
any such termination of the Operator’s rights.
(d)
Operator acknowledges and agrees that the exercise by Secured
Party, either directly or by its designee, of any of the rights conferred under this
assignment shall not be construed to make Secured Party a lender-in-possession of the
Healthcare Facility so long as, and to the extent, Secured Party, or an authorized agent of
Secured Party, has not entered into actual possession of the Healthcare Facility. The
acceptance by Secured Party of the assignment of the Leases shall not at any time or in
any event obligate Secured Party to take any action under this Security Agreement or to
expend any money or to incur any expenses. Secured Party shall not be liable in any way
for any injury or damage to person or property sustained by any person or persons, firm
or corporation in or about the Healthcare Facility unless Secured Party is a lender-in-
possession. Prior to Secured Party's actual entry into and taking possession of the
Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the terms,
covenants and conditions contained in any Lease (or otherwise have any obligation with
respect to any Lease); (2) be obligated to appear in or defend any action or proceeding
relating to the Lease or the Healthcare Facility; or (3) be responsible for the operation,
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