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201307483
<br />amendments, modifications, extensions, replacements and renewals thereof, and including all
<br />security deposits or interests therein now or hereafter held by Assignor relating thereto and the
<br />benefit of all guarantees executed in connection with any Resident Agreement. It is intended by
<br />Assignor that this assignment constitutes a present, absolute and unconditional assignment and
<br />not an assignment for additional security only; however, in the event that an Event of Default
<br />occurs and remains in continuance under the Lease, Assignor shall have a revocable license to
<br />receive, collect and enjoy the rents and other payments payable under the Resident Agreements.
<br />3. Obligations. This Assignment secures and shall secure the payment of all (i) Base
<br />Rent and Additional Charges due or to become due under the Lease, (ii) all amounts due or to
<br />become due for the Cap Ex Account pursuant to the Capital Improvement Reserve Agreement
<br />and (iii) any and all other amounts for which Assignor is or may become liable to Assignee
<br />under the Lease.
<br />For purposes of this Assignment, all such obligations secured by this Assignment shall be
<br />referred to as "Obligations ".
<br />4. Representations. Assignor represents and warrants to Assignee that as of the date
<br />hereof, (i) it has made no prior assignment or pledge of the rents or other payments assigned
<br />hereby or of the Assignor's interest in the Resident Agreements; and (ii) no default exists in the
<br />Resident Agreements and there exists no state of facts which, with the giving of notice or
<br />passage of time, or both, would constitute a default under the Resident Agreements.
<br />5. Negative Covenants of Assignor. Assignor, without first obtaining the written
<br />consent of Assignee, shall not assign, convey or otherwise further transfer any of Assignor's
<br />interest in the Resident Agreements.
<br />6. Affirmative Covenants of Assignor. Assignor will at its sole cost and expense
<br />faithfully perform the covenants of Assignor under any present and future Resident Agreements.
<br />7. Default. Upon occurrence of and during the continuance of (i) a default in the
<br />performance of any covenant or agreement herein or (ii) an Event of Default, as defined in the
<br />Lease, the license granted to Assignor in Section 2 hereof shall automatically be revoked, and
<br />Assignee may, at its option, and without regard to the value of the Property or the adequacy of
<br />the security for the indebtedness, either in person or by agent, with or without bringing any
<br />action or proceeding, or by a receiver to be appointed by a court, enter upon, take possession of,
<br />manage and operate the Property or any part thereof, do any acts which Assignee deems proper
<br />to protect the Property and the Resident Agreements, and either with or without taking
<br />possession of the Property in the name of Assignor or in its own name, sue for or otherwise
<br />collect and receive such rents and issues, including those past due and unpaid, and apply the
<br />same, less costs and expenses of operation and collection, including, but not being limited to,
<br />reasonable attorneys' fees, management fees and brokers' commissions, upon the Obligations, in
<br />such priority or proportion as Assignee, in its sole discretion, shall deem proper. Assignee
<br />reserves, within its own reasonable discretion, the right to determine the method of collection
<br />and the extent to which enforcement of collection of delinquent rents shall be prosecuted, and
<br />shall not be accountable for more money than it actually receives from the Property. The entering
<br />upon and taking possession of the Property or the collection of such rents, issues, income and
<br />524030 -01
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