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This Assignment of Rents and Leases (this "Avreement") is executed as
of March 9, 1998 by UNIVERSITY STREET PROPERTIES II, LLC, a De14 vare
limited liability company, whose address for notice is University Street Properties li,
LLC clo Argo Partnership 11, L.P., Managing Member, 399 Park Avenue, 25th Floor,
New York, NY 10022, Attention: Metric Frankel, Jennifer Howell, Larry Hoffer, with
a copy to: USP U Investors, L.L.C., do UNICO Properties, Inc., Other Member, 1301
Fifth Avenue, Suite 2500, Seattle, WA 98101, Attention: Quentin Kubrau
('9grrower"), to GENERAL ELECTRIC CAPITAL, CORPORATION, a New
York corporation, whose address for notice is 18300 Von Karman, Suite 700, Irvine,
California 92612, Attn: Region Manager, Portfolio Management Operations
("Lender").
AGREEMENT:
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender agree as follows:
1. AbUl Ut A .i nrp4Rl. Borrower unconditionally and absolutely
LJ assigns to Lender all of Borrower's right, title and interest in and to: (a) all !eases,
Cn subleases, occupancy agreements, licenses, Loufmcts, rental contracts and other
Cr agreements now or hereafter existing relating to the use or occupancy of the project
O located on the real property described in Uubit A hereto (the "Props '), together
O with all guarantees, modificat ons, extensions and renewals thereof (collectively, the
M " 1Amm"); and (b) all rents, issues, profits, ncome and proceeds due or to become due
CD tri from tenants of the Property, including rentals and all other payments of any kind
M under the Leascs, together with all deposits (including security deposits) of tenants
thereunder (collectively, the "RenjU"). This Agreement is an absolute assignment to
Lender and not an assignment as security for the performance of the obligations under
the Loan Documents (defined below), or any other indebtedness.
I. Rights of t ender. Subject to the provisions of Section 6 below,
Lender shall have the right, power and audtonty 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) were, compromise, release, extend the time of payment
of, and make allowances, adjustments and discounts of any Rents or other obligations
under the Leases; (c) enforce payment of Rents and other rights under the Leases,
prosecute any Action or proceeding, and defend against any claim with respect to Rents
and Leases; (d) enter ups; take possession of and operate the Property; (e) lease all or
any put of the Property; and/or (f) perform any and all obligations of Borrower under
the Leases and exercise any and all rights of Borrower therein contained to the full
extent of Borrowers riv_Jtts and obligations thereunder, with or without the bringing of
any action or the appointment of a receiver. At Lender's request, after the occurrence