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200507875
<br />ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITS
<br />THIS ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITS ( "Assi nment "),
<br />dated as of June 8, 2005, by the Person identified on the signature page hereof ( "Borrower "), having an address at
<br />715 Country Club Drive, Meza, Arizona 85210, to MERRILL LYNCH MORTGAGE LENDING, INC., a
<br />Delaware corporation ( "Lender "), having an address at 4 World Financial Center, 16th Floor, New York, NY
<br />10080, attention: CMBS Servicing.
<br />RECITALS
<br />Lender has made a loan to Borrower in the principal sum of ONE HUNDRED SIXTY -FIVE
<br />MILLION TWELVE THOUSAND AND NO /100 DOLLARS ($165,012,000.00), for the purpose of acquiring or
<br />refinancing certain real property (the "Prove ") and the improvements thereon to be owned by and leased by
<br />Borrower to various tenants. The real property identified on Exhibit A annexed hereto and made a part hereof,
<br />owned by Borrower, constitutes a part of the Property. The loan made to Borrower, is evidenced by the Note of
<br />even date herewith which has a maturity date on the Payment Date occurring in July, 2015 which is to be secured,
<br />among other things, by this Assignment.
<br />NOW, THEREFORE, in consideration of the foregoing and other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
<br />Section 1. Definitions. All capitalized undefined terms used herein shall have the
<br />respective meanings assigned thereto in either those certain (a) mortgages, security agreement, assignment of rents
<br />and fixture filing, (b) deeds of trust, security agreement, assignment of rents and fixture filing, (c) deeds to secure
<br />debt, security agreement, assignment of rents and fixture filing or (d) agreements of spreader, consolidation and
<br />modification of mortgage, security agreement, assignment of rents and fixture filing, as applicable, each of even date
<br />herewith (each hereinafter referred to as the "Security Instrument ") made by or between, as applicable, Borrower to,
<br />and /or, as applicable, Lender encumbering or, where applicable, conveying security title to, the real property
<br />identified on Exhibit A hereto.
<br />Section 2. Assignment. To secure the prompt payment and performance of each obligation
<br />secured by the Security Instrument, Borrower hereby grants, assigns, transfers, conveys and sets over to Lender all
<br />of Borrower's estate, right, title, interest, claim and demand in, to and under the leases and other agreements,
<br />whether written or oral, affecting the use, enjoyment or occupancy of the Premises and/or the Improvements located
<br />thereon, whether now existing or hereafter arising (including any extensions, modifications or amendments thereto,
<br />the "Leases "), including, without limitation,
<br />(a) all claims, rights, powers, privileges, remedies, options and other benefits of
<br />Borrower under the Leases including, without limitation, all cash or securities now or hereafter
<br />deposited thereunder (including, without limitation, any bond or other similar instrument obtained
<br />by Borrower and held in lieu of any such deposits) (collectively, the "Securfty Deposits") to secure
<br />performance by tenants or licensees of their obligations thereunder, whether such Security
<br />Deposits are to be held until the expiration of the term of any Lease or applied to one or more of
<br />the installments of rent coming due immediately prior to the expiration of such term and all
<br />guarantees of any Leases or other rental arrangements, and
<br />(b) any and all earnings, revenues, rents, issues, profits, proceeds, avails and other
<br />income of and from the Property, including, without limitation, the Leases now due or to become
<br />due or to which Borrower may now or shall hereafter become entitled to claim or demand
<br />including, without limitation, the Security Deposits as and when applied by Borrower towards the
<br />payment of rents and other payments due pursuant to the Leases (collectively, the "Rents "),
<br />together with full power and authority, in the name of Borrower or otherwise, but without any obligation to do so,
<br />and subject to the provisions of this Assignment including, without limitation, Section 3, to demand, receive,
<br />enforce, collect or receipt for any or all of the foregoing, to endorse or execute any checks or other instruments or
<br />orders, to give receipts, releases and satisfaction, and to sue, in the name of Borrower or Lender, for all of the Rents,
<br />to subject and subordinate at any time and from time to time, any Lease to the security title, security interest and
<br />lien, as applicable, of the Security Instrument or any other mortgage or deed of trust affecting the Property, to file
<br />any claims and to take any action which Lender may deem necessary or advisable in connection therewith, and
<br />1922750
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