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20060319'7
<br />ASSIGNMENT OF LEASES AND RENTS
<br />THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment ") made
<br />as of the Igwday of March, 2006, by GPH GRAND ISLAND LAKEVIEW LLC, a Delaware
<br />limited liability company, as assignor, having an address at Four Embareadero Center, Suite 710,
<br />San Francisco, California 94111 (`Borrower ") to COLUMN FINANCIAL, INC., a Delaware
<br />corporation, having an address at 11 Madison Avenue, New York, New York 10010, as
<br />collateral agent for itself and any other holder of the Note (as defined below), as assignee
<br />( "Lender ").
<br />WITNESSETH:
<br />WHEREAS, this Assignment is given in connection with a loan in the principal
<br />sum of ONE BILLION TWO HUNDRED MILLION AND NO /100 DOLLARS
<br />($1,200,000,000.00) (the "Loan ") made by Lender to Borrower and certain affiliates of
<br />Borrower (collectively, "Co- Borrowers ") pursuant to that certain Loan Agreement, dated as of
<br />the date hereof (as the same may be amended, restated, replaced, supplemented or otherwise
<br />modified from time to time, the "Loan Agreement ") and evidenced by those certain Promissory
<br />Notes, dated the date hereof, given by Borrower and Co- Borrowers to Lender (collectively, as
<br />the same may be amended, restated, replaced, supplemented or otherwise modified from time to
<br />time, the "Note ");
<br />WHEREAS, Borrower desires to secure the payment of the Debt and the
<br />performance of all of its obligations under the Note, the Loan Agreement and the other Loan
<br />Documents; and
<br />WHEREAS, this Assignment is given pursuant to the Loan Agreement, and
<br />payment, fulfillment, and performance by Borrower and Co- Borrowers of their respective
<br />obligations thereunder and under the other Loan Documents is secured hereby, and each and
<br />every term and provision of the Loan Agreement and the Note, including the rights, remedies,
<br />obligations, covenants, conditions, agreements, indemnities, representations and warranties
<br />therein, are hereby incorporated by reference herein as though set forth in full and shall be
<br />considered a part of this Assignment.
<br />NOW THEREFORE, in consideration of the making of the Loan by Lender and
<br />the covenants, agreements, representations and warranties set forth in this Assignment:
<br />ARTICLE 1 - ASSIGNMENT
<br />Section 1.1 Property Assigned. Borrower hereby absolutely and
<br />unconditionally assigns and grants to Lender the following property, rights, interests and estates,
<br />now owned, or hereafter acquired by Borrower:
<br />(a) Leases. To the extent permitted by applicable law, all leases, rental
<br />agreements, occupancy agreements, residency agreements, subleases or subsubleases, lettings,
<br />licenses, concessions or other agreements made a part hereof (whether written or oral and
<br />NYLIB4 753310-3
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