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20010'7257
<br />NOW, THEREFORE, for and in consideration of the foregoing premises and
<br />for other good and valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, the parties hereto hereby agree as follows:
<br />1. Definitions. All capitalized terms used but not otherwise defined in this
<br />Assignment that are defined in the Loan Agreement shall have the meanings ascribed to such
<br />terms in the Loan Agreement.
<br />2. The Assignment. In order to induce Lender to make the loans, advances
<br />and other financial accommodations referred to herein and as additional security for the
<br />payment of the Obligations and for the performance and observance of all the agreements
<br />contained herein and in the Note, the Loan Agreement and the other Loan Documents,
<br />Assignor does hereby assign, set over and transfer to Lender, and its successors and assigns
<br />upon the terms and conditions hereinafter contained, and grants to Lender a continuing security
<br />interest in, the Lease, together with all the right, title and interest of Assignor therein and
<br />thereto, to have and to hold the same unto Lender, its successors and assigns forever, or for
<br />such shorter period as hereinafter may be indicated, as security for the payment of the
<br />Obligations and for the performance and observance of all the agreements contained herein and
<br />in the Note, the Loan Agreement and the other Loan Documents.
<br />3. Warranties, Representations and Covenants. Assignor hereby covenants,
<br />represents, warrants and agrees as follows:
<br />a. The Lease is, to the best of Assignor's knowledge, in full force
<br />and effect, and represents the valid and binding obligation of Assignor enforceable in
<br />accordance with its terms and has not been amended or modified in any material respect except
<br />as described herein or therein, Assignor is the lessee under the Lease hereby assigned, is the
<br />sole owner of the entire interest of the lessee under the Lease and has good right and authority
<br />to collaterally assign its interest in the same, and no other person, firm or corporation has any
<br />right, title or interest therein except as expressly set forth herein, and Assignor has not
<br />previously sold, assigned, transferred, mortgaged, pledged, granted a security interest in or
<br />otherwise encumbered its interest in the Lease to any other person or entity.
<br />b. A true, correct and complete copy of the Lease, including all
<br />material amendments thereto and assignments thereof, has been delivered to Lender, and such
<br />Lease represents the entire agreement between the parties thereto with respect to such leasing.
<br />C. Neither Assignor nor, to the best of Assignor's knowledge,
<br />Lessor has performed any act or executed any other instruments which might prevent Lender
<br />from operating under any of the terms and conditions of this Assignment or which would limit
<br />Lender in such operation, subject to the provisions of the Lease.
<br />d. Lender shall have the right to verify the validity, amount of or
<br />any other matter relating to the Lease, by mail, telephone, telegraph or otherwise, all in
<br />accordance with the terms and conditions of the Lease.
<br />003.300667.1 -2-
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