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Assignment Of Leases And Rents

Lease Assignment Agreement

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Governing Law: Virginia     Date: 2/4/2010
Industry: Chemical Manufacturing     Law Firm: Bryan Cave     Sector: Basic Materials

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This instrument prepared by,                                     Tax Map/Parcel ID#: W000-0043/002
and after recording please return to:                         Premises:         501 South Fifth Street
Bryan Cave LLP                                                                                 Richmond, Virginia
1290 Avenue of the Americas
New York, New York 10104
Attention: Jeffrey K. Levin, Esq.

NOTE TO CLERK : This Assignment of Leases and Rents is supplemental to a previously recorded deed of trust and is given to better secure the payment of the indebtedness secured by such prior deed of trust, and therefore is exempt from recordation taxes pursuant to Section
58.1-809 of the Code of Virginia.



FOUNDRY PARK I, LLC , as Borrower, and "grantor" for indexing purposes


PB CAPITAL CORPORATION , as Administrative Agent, and "grantee for indexing purposes
(Administrative Agent)






Dated:   As of January 28, 2010

Location:           501 South Fifth Street

            Richmond, Virginia


THIS ASSIGNMENT OF LEASES AND RENTS (this " Assignment ") made as of the 28 th day of January, 2010, by FOUNDRY PARK I, LLC, a Virginia limited liability company, as assignor, and "grantor" for indexing purposes, having an address and chief executive office at 330 South Fourth Street, Richmond, Virginia 23219 (" Borrower ") to PB CAPITAL CORPORATION, a Delaware corporation, as Administrative Agent, and "grantee" for indexing purposes, having an address at 230 Park Avenue, New York, New York 10169 (" Administrative Agent ").

W I T N E S S E T H :

WHEREAS , this Assignment is given in connection with a loan in the principal sum of Sixty-Eight Million Four Hundred Thousand and No/100 Dollars ($68,400,000.00) (the " Loan ") made by one or more lenders to Borrower pursuant to that certain Loan Agreement, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the " Loan Agreement ") and evidenced by one or more certain promissory notes, dated the date hereof, given by Borrower to such lenders (collectively, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the " Note ");

WHEREAS , Borrower desires to secure the payment of the Debt (hereinafter defined) and the performance of all of its obligations under the Note, the Loan Agreement, the Deed of Trust (as defined in the Loan Agreement) and the other Loan Documents (hereinafter defined); and

WHEREAS , this Assignment is given pursuant to the Loan Agreement, and payment, fulfillment, and performance by Borrower of its obligations thereunder and under the other Loan Documents is secured hereby, and each and every term and provision of the Loan Agreement and the Note, including the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties therein, are hereby incorporated by reference herein as though set forth in full and shall be considered a part of this Assignment.

NOW THEREFORE , in consideration of the making of the Loan by the Lenders (as defined in the Loan Agreement) and the covenants, agreements, representations and warranties set forth in this Assignment:

    1. Property Assigned . Borrower hereby absolutely and unconditionally assigns and grants to Administrative Agent the following property, rights, interests and estates, now owned, or hereafter acquired by Borrower:
      1. Leases . All leases, subleases or subsubleases, lettings, licenses, concessions or other agreements made a part hereof (whether written or oral and whether now or hereafter in effect), pursuant to which any Person is granted a possessory interest in, or a right to use or occupy, all or any portion of any space in that certain lot or piece of land, more particularly described in Exhibit A annexed hereto and made a part hereof, together with the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located thereon (collectively, the " Property ") and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, and the right, title and interest of Borrower, its successors and assigns, therein and thereunder.
      2. Other Leases and Agreements . All other leases and other agreements, whether or not in writing, affecting the use, enjoyment or occupancy of the Property or any portion thereof now or hereafter made, whether made before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. Subsection 101 et seq., as the same may be amended from time to time (the " Bankruptcy Code ") together with any extension, renewal or replacement of the same. This Assignment of other present and future leases and present and future agreements being effective without further or supplemental assignment. The "leases" described in Subsection 1.1(a) and the leases and other agreements described in this Subsection 1.1(b) are collectively referred to as the " Leases ".
      3. Rents . All rents, rent equivalents, income, receivables, revenues, receipts, insurance proceeds, deposits and profits arising from the Leases and renewals thereof together with all rents, rent equivalents, income, fees, receivables, accounts, profits (including, but not limited to, all oil and gas or other mineral royalties and bonuses), charges for services rendered and any and all payment and consideration of whatever form or nature received by Borrower or its agents or employees from any and all sources relating to the use, enjoyment and occupancy of the Property whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, the " Rents ").
      4. Bankruptcy Claims . All of Borrower's claims and rights (the " Bankruptcy Claims ") to the payment of damages arising from any rejection by a lessee of any Lease under the Bankruptcy Code.
      5. Lease Guaranties . All of Borrower's right, title and interest in and claims under any and all lease guaranties, letters of credit and any other credit support (individually, a " Lease Guaranty ", collectively, the " Lease Guaranties ") given by any guarantor in connection with any of the Leases or leasing commissions (individually, a " Lease Guarantor ", collectively, the " Lease Guarantors ") to Borrower.
      6. Proceeds . All proceeds from the sale or other disposition of the Leases, the Rents, the Lease Guaranties and the Bankruptcy Claims.
      7. Other . All rights, powers, privileges, options and other benefits of Borrower as lessor under the Leases and beneficiary under the Lease Guaranties, including without limitation the immediate and continuing right to make claim for, receive and collect all Rents payable or receivable under the Leases and all sums payable under the Lease Guaranties or pursuant thereto (and to apply the same to the payment of the Debt (such term as used herein shall have the meaning ascribed thereto in the Deed of Trust)), and to do all other things which Borrower or any lessor is or may become entitled to do under the Leases or the Lease Guaranties.
      8. Entry . The right, at Administrative Agent's option, upon revocation of the license granted herein, to enter upon the Property in person, by agent or by court-appointed receiver, to collect the Rents.
      9. Power of Attorney . Borrower's irrevocable power of attorney, coupled with an interest, to take any and all of the actions set forth in Section 3.1 of this Assignment and, upon the occurrence and during the continuance of an Event of Default, any or all other actions designated by Administrative Agent for the proper management and preservation of the Property.
      10. Other Rights and Agreements . Any and all other rights of Borrower in and to the items set forth in subsections (a) through (i) above, and all amendments, modifications, replacements, renewals and substitutions thereof.
    1. Present Assignment And License Back . It is intended by Borrower that this Assignment constitute a present, absolute assignment of the Leases, Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for additional security only. Nevertheless, subject to the terms of this Section 2.1 and the Cash Management Agreement and the Lockbox Agreement (each as defined in the Loan Agreement), Administrative Agent grants to Borrower a revocable license to collect, receive, use and enjoy the Rents and other sums due under the Lease Guaranties and Borrower shall hold such Rents and all sums received pursuant to any Lease Guaranty, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Administrative Agent for use in the payment of such sums.
    2. Notice To Lessees . Borrower hereby authorizes and directs the lessees named in the Leases or any other future lessees or occupants of the Property and all Lease Guarantors to pay over to Administrative Agent or to such other party as Administrative Agent directs all Rents and all sums due under any Lease Guaranties upon receipt from Administrative Agent of written notice to the effect that Administrative Agent is then the holder of this Assignment and that an Event of Default (as defined in the Loan Agreement) exists, and to continue so to do until otherwise notified by Administrative Agent.
    3. Incorporation By Reference . All representations, warranties, covenants, conditions and agreements contained in the Loan Agreement and the other Loan Documents as same may be amended, restated, replaced, supplemented, modified, renewed, substituted or extended are hereby made a part of this Assignment to the same extent and with the same force as if fully set forth herein.
    1. Remedies of Administrative Agent . Upon or at any time after the occurrence of an Event of Default and during the continuation thereof, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, and Administrative Agent shall immediately be entitled to possession of all Rents and sums due under any Lease Guaranties, whether or not Administrative Agent enters upon or takes control of the Property. In addition, Administrative Agent may, at its option, without waiving such Event of Default, without regard to the adequacy of the security for the Debt, either in person or by agent, nominee or attorney, with or without bringing any action or proceeding, or by a receiver appointed by a court, dispossess Borrower and its agents and servants from the Property, without liability for trespass, damages or otherwise and exclude Borrower and its agents or servants wholly therefrom, and take possession of the Property and all books, records and accounts relating thereto and have, hold, manage, lease and operate the Property on such terms and for such period of time as Administrative Agent may deem proper and either with or without taking possession of the Property in its own name, demand, sue for or otherwise collect and receive all Rents and sums due under all Lease Guaranties, including those past due and unpaid with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as Administrative Agent may deem proper and shall apply the Rents and sums received pursuant to any Lease Guaranties as provided in the Deed of Trust (as defined in the Loan Agreement). In addition, upon the occurrence and during the continuance of an Event of Default, Administrative Agent, at its option, may (i) complete any construction on the Property in such manner and form as Administrative Agent deems advisable, (ii) exercise all rights and powers of Borrower, including, without limitation, the right to negotiate, execute, cancel, enforce or modify any Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents from the Property and all sums due under any Lease Guaranties, (iii) require Borrower to pay monthly in advance to Administrative Agent, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupancy of such part of the Property as may be in possession of Borrower or (iv) require Borrower to vacate and surrender possession of the Property to Administrative Agent or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise.
    2. Other Remedies . Nothing contained in this Assignment and no act done or omitted by Administrative Agent pursuant to the power and rights granted to Administrative Agent hereunder shall be deemed to be a waiver by Administrative Agent of its rights and remedies under the Loan Agreement, the Note, or the other Loan Documents and this Assignment is made and accepted without prejudice to any of the rights and remedies possessed by Administrative Agent under the terms thereof. The right of Administrative Agent to collect the Debt and to enforce any other security therefor held by it

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