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<br />200704126
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<br />ASSIGNMENT OF RENTS AND LEASES
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<br />This Assignment of Rents and Leases (this "Agreement") is executed as of April
<br />30, 2007 by KLAC REX, LLC, a Delaware limited liability company ("Borrower"), having an
<br />address at 122 South Michigan Avenue, Suite 1000, Chicago, Illinois 60603, to CITIGROUP
<br />GLOBAL MARKETS REALTY CORP., a New York corporation, whose address for notice is
<br />388 Greenwich Street, 19th Floor, New York, New York 10013, as lender ("Lender").
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<br />AGREEMENT:
<br />
<br />For valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, Borrower and Lender agree as follows:
<br />
<br />1. Absolute Assignment. Borrower unconditionally and absolutely assigns to
<br />Lender all of Borrower's right, title and interest in and to: (a) all leases, subleases, occupancy
<br />agreements, licenses, usufructs, rental contracts and other agreements now or hereafter existing
<br />relating to the use or occupancy of the project located on the real property described in Exhibit A
<br />hereto (the "Property"), together with all guarantees, modifications, extensions and renewals
<br />thereof (collectively, the "Leases"); and (b) all rents, issues, profits, income and proceeds due or
<br />to become due from tenants of the Property, including rentals and all other payments of any kind
<br />under the Leases, together with all deposits (including security deposits) of tenants thereunder
<br />(collectively, the "Rents"). This Agreement is an absolute assignment to Lender and not an
<br />assignment as security for the performance ofthe obligations (the "Obligations") under the Loan
<br />Documents (defined below), or any other indebtedness.
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<br />2. Rights of Lender. Subject to the provisions of Section 6 below, Lender
<br />shall have the right, power and authority to: (a) notify any person that the Leases have been
<br />assigned to Lender and that all Rents are to be paid directly to Lender, whether or not Lender has
<br />commenced or completed foreclosure or taken possession of the Property; (b) settle,
<br />compromise, release, extend the time of payment of, and make allowances, adjustments and
<br />discounts of any Rents or other obligations under the Leases; (c) enforce payment of Rents and
<br />other rights under the Leases, prosecute any action or proceeding, and defend against any claim
<br />with respect to Rents and Leases; (d) enter upon, take possession of and operate the Property;
<br />(e) lease all or any part of the Property; and/or (f) perform any and all obligations of Borrower
<br />under the Leases and exercise any and all rights of Borrower therein contained to the full extent
<br />of Borrower's rights and obligations thereunder, with or without the bringing of any action or the
<br />appointment of a receiver. At Lender's request, Borrower shall deliver a copy of this Agreement
<br />to each tenant under a Lease and to each manager and managing agent or operator of the
<br />Property. Borrower irrevocably directs any tenant, manager, managing agent, or operator of the
<br />Property, without any requirement for notice to or consent by Borrower, to comply with all
<br />demands of Lender under this Agreement and to turn over to Lender on demand all Rents which
<br />it receives.
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<br />3. No Obligation. Notwithstanding Lender's rights hereunder, Lender shall
<br />not be obligated to perform, and Lender does not undertake to perform, any obligation, duty or
<br />liability with respect to the Leases, Rents or Property on account of this Agreement. Lender
<br />shall have no responsibility on account of this Agreement for the control, care, maintenance or
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<br />DCI 952533v.l
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