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This Assignment of Rents and Leases (this "Agreement") is executed as
of March 9, 199s by UNIVERSITY STREET PROPERTIES If, LLC, a Delaware
limited liability company, whose address for notice is University Street Properties D,
LLC c% Argo Partnership Ili L.P., Managa:g Member, 399 Park Avenue, 25th Floor,
New Yerk, NY 10022, Attention: Merrie Frankel, Jennifer Howell, Larry Hoffer, with
a copy to USP D Investors, L.L.C., c/o UNIC0 Properties, Inc., Other Member, 1301
Fifth Avenue, Suite 25D0, Seattle, WA 98101, Attention: Quentin Kuhrau
(" rromu"), to GENERAL ELECTRIC CAPITAL CORPORATION, a New
York corporation, whose address for notice is 18300 Von Karman, Suite 700, Irvine,
California 92612, Ann: Region Manager, Portfolio Management Operations
(Istltt"").
AGREEMENT:
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender agree as follows:
1. AbsniutAssbgent. Borrower unconditionally and absolutely
assigns to Lender all of Borrows right, title and interest in and to: (a) all leases,
subleases, occupancy agreements, licenses, usufructs, rent t contacts and other
C agreements now or hereafter existing relating to the use or occupancy of the project
located on the real property described in ExbihiLA hereto (the "Prap&M"), together
C, with all guarantees, modifications, extensions and renewals thereof ('collectively, the
O "feyc;"); and (bt all rents, issues, profits, income and proceeds due or to become due
C
from tenant- oftie Property, including rentals and all other payments of any kind
U0 under the l.erses, together with all deposits (including security deposits) of tenants
thereunder (collectively„ the "$mU"). This Agreement is an absolute assignment to
Lender and not an assigament as security for the performance of the obligations under
the Loan Documents (defined below), or any other indebtedness.
2. f(4l:ht3 ofUnd -. Subject to the provisions of Section 6 below,
Lender shall have the right, power and authority to: (a) notify any person that the
Leases have been assigned to Lender and that all Rents are to be paid directly to
Lender, whether or not Lender has commenced or completed foreclosure or taken
possession of the Property; (b) settle, compromise, release, extend the tithe of psyment
o€ and make allowances, adjut:. css and discounts of any Real or otber obligations
under the Leases; (c) enforce payment of Rents and other rights under the Leases,
prosecute any action or proceeding, and defend agairst any claim with respect to Rents ,
and Leases; (d) enter upon, take possession of and operate the Property; (e) lease all or
any part of the Property; and/or (t) perform any and alb obligations of Borrower under
the Leases and exercise any and all rights of Borrower therein conramed to the fLw
extent of Borrower's rights and obligations thereunder, with or without the bringing of
any action or the appointment of a receiver. At Lender's request, afiu the occurrence