UNDER THE INTEREST RATE CAP AGREEMENT TO MAKE PAYMENTS IS NOT
SUBJECT TO ANY DEFENSE OR COUNTERCLAIM ARISING FROM ANY ACT OR OMISSION OF
ASSIGNOR OR ANY AFFILIATE OF ASSIGNOR, (E) THE LOCATION OF ITS CHIEF EXECUTIVE
OFFICE IS THE ADDRESS SET FORTH IN THE CAPTION TO THIS ASSIGNMENT AND (F) UPON
THE FILING OF UCC FINANCING STATEMENTS NAMING ASSIGNOR AS DEBTOR AND ASSIGNEE AS
SECURED PARTY IN THE OFFICE OF THE DELAWARE SECRETARY OF STATE AND THE OFFICE OF
THE NEVADA SECRETARY OF STATE, ASSIGNEE WILL HAVE A FIRST PRIORITY PERFECTED
LIEN ON THE CAP COLLATERAL.
7.
ASSIGNOR COVENANTS AND AGREES WITH ASSIGNEE AS FOLLOWS
(A) IT WILL COMPLY WITH ALL TERMS OF THE INTEREST RATE CAP AGREEMENT, (B) IT
WILL NOT WAIVE ANY PROVISION OF THE INTEREST RATE CAP AGREEMENT, FAIL TO DELIVER
A COPY OF ANY NOTICE RECEIVED FROM COUNTERPARTY TO ASSIGNEE OR, WITHOUT THE
PRIOR WRITTEN CONSENT OF ASSIGNEE, FAIL TO EXERCISE ANY RIGHT THEREUNDER AND (C)
IT WILL NOT CHANGE THE LOCATION OF ITS STATE OF ORGANIZATION FROM THE LOCATION
SPECIFIED IN THE CAPTION TO THIS ASSIGNMENT UNLESS, IN CONJUNCTION THEREWITH,
ASSIGNOR EXECUTES AND DELIVERS
2
TO ASSIGNEE SUCH ADDITIONAL UCC FINANCING STATEMENTS AS ASSIGNEE SHALL
REASONABLY REQUEST TO ALLOW FOR ASSIGNEE'S CONTINUED PRIOR AND PERFECTED LIEN ON
THE CAP COLLATERAL.
8.
ASSIGNOR FURTHER COVENANTS AND AGREES WITH ASSIGNEE THAT
IT WILL AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF ASSIGNEE,
AND AT THE SOLE EXPENSE OF ASSIGNOR, PROMPTLY AND DULY EXECUTE AND DELIVER SUCH
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTION AS ASSIGNEE MAY
REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS
OF THIS ASSIGNMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING,
WITHOUT LIMITATION, THE FILING OF ANY FINANCING OR CONTINUATION STATEMENTS UNDER
THE UCC.
ASSIGNOR ALSO HEREBY AUTHORIZES ASSIGNEE TO FILE ANY SUCH FINANCING OR
CONTINUATION STATEMENT WITHOUT THE SIGNATURE OF ASSIGNOR TO THE EXTENT PERMITTED
BY APPLICABLE LAW.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS
ASSIGNMENT SHALL BE SUFFICIENT AS A FINANCING STATEMENT FOR FILING IN ANY
JURISDICTION.
9.
THIS ASSIGNMENT DOES NOT INCLUDE THE DELEGATION TO
ASSIGNEE OF ANY OF ASSIGNOR'S DUTIES, RESPONSIBILITIES OR OBLIGATIONS UNDER THE
INTEREST RATE CAP AGREEMENT, ASSIGNOR REMAINING LIABLE TO PERFORM ALL DUTIES,
RESPONSIBILITIES AND OBLIGATIONS TO BE PERFORMED BY ASSIGNOR THEREUNDER, AND
ASSIGNEE SHALL NOT HAVE ANY OBLIGATION OR LIABILITY UNDER THE INTEREST RATE CAP
AGREEMENT OR BY REASON OF OR ARISING OUT OF THIS ASSIGNMENT OR THE RECEIPT BY
ASSIGNEE OF ANY PAYMENT AND ASSIGNOR SPECIFICALLY AGREES TO INDEMNIFY AND
FOREVER HOLD ASSIGNEE HARMLESS FROM ANY CLAIM OR LIABILITY ON ACCOUNT THEREOF,
INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES INCURRED.
10.
ASSIGNEE SHALL ONLY BE ACCOUNTABLE FOR PAYMENTS ACTUALLY
RECEIVED BY IT HEREUNDER.
ASSIGNEE'S SOLE DUTY WITH RESPECT TO THE CUSTODY,
SAFEKEEPING AND PHYSICAL PRESERVATION OF THE CAP COLLATERAL IN ITS POSSESSION,
UNDER SECTION 9-207 OF THE UCC OR OTHERWISE, SHALL BE TO DEAL WITH IT IN THE
SAME MANNER AS