Common use of AND WHEN RECORDED MAIL TO Clause in Contracts

AND WHEN RECORDED MAIL TO. THIS ASSIGNMENT OF LESSOR'S INTEREST IN LEASES (this "ASSIGNMENT") is made on ________ ___, 2001, by BPP/ARROWHEAD, L.P., a Delaware limited partnership, ("ASSIGNOR"), in favor of LAV, LLC, a Delaware limited liability company ("ASSIGNEE"). For a valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee all of Assignor's right, title and interest in, to and under the leases (and all amendments and modifications thereto) relating to that certain real property located in the County of San Bernardino, State of California and more particularly described in EXHIBIT A attached hereto and incorporated herein by this reference (the "REAL PROPERTY"), which leases are identified in EXHIBIT B attached hereto and incorporated herein by this reference (as amended and modified, the "LEASES"), together with (i) any and all rights, title, estates and interests of Assignor in and to such security deposits (and any interest required thereon) and prepaid rents, if any, as have been paid to Assignor pursuant to such Leases and not previously applied pursuant to the Leases, and (ii) any and all rights, title, estates and interests of Assignor in and to any subleases, if any, relating to the Real Property. Except as otherwise provided in Section 5(e) of that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of November 26, 2001, by and between Assignor, as seller, and Assignee, as purchaser, Assignor shall indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Leases arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee's sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Leases arising from and after the date hereof and agrees to be bound by all of the terms and conditions of the Leases, and Assignee further agrees that, as between Assignor and Assignee, Assignee shall be responsible for any brokerage commissions, fees or payments which may be due or payable in connection with any extension or renewal of the term of any Lease arising from and after the date hereof. Assignee shall indemnify, protect, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or resulting from any breach or default by Assignee under the terms of the Leases arising on or after the date hereof. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the successors and assigns of Assignor and Assignee, respectively. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.

AND WHEN RECORDED MAIL TO. THIS ASSIGNMENT OF LESSOR'S INTEREST IN LEASES (this "ASSIGNMENT") is made on NAME: [Zhone or the Applicable Purchaser] ADDRESS: ___________________ ATTN: ___________________ CITY: ___________________ STATE: ___________________ Zip: ___________________ MAIL TAX STATEMENTS TO: ---------------------- NAME: [Zhone or the Applicable Purchaser] ADDRESS: ___________________ ATTN: ___________________ CITY: ___________________ STATE: ___________________ Zip: ___________________ CORPORATION GRANT DEED (Covering Improvements but not the Land under the Improvements) FOR A VALUABLE CONSIDERATION, 2001receipt of which is hereby acknowledged, by BPP/ARROWHEAD, L.P.BNP LEASING CORPORATION, a Delaware limited partnership, corporation ("ASSIGNORGrantor"), in favor of LAV, LLC, a Delaware limited liability company hereby grants to [Zhone or the Applicable Purchaser] ("ASSIGNEEGrantee") all of Grantor's interest in the buildings and other improvements (the "Improvements") on the land situated in Oakland, California, described on Annex A attached hereto and hereby made a part hereof (the "Land"). For a valuable consideration, together with the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee all of Assignor's any other right, title and interest inof Grantor in and to any easements, rights-of-way, privileges and other rights appurtenant to and under the leases (and all amendments and modifications thereto) relating Improvements; provided, however, that this grant is subject to that certain real property located in the County of San Bernardino, State of California and more particularly encumbrances described in EXHIBIT A attached hereto and incorporated herein by this reference on Annex B (the "REAL PROPERTYPermitted Encumbrances"), which leases are identified in EXHIBIT B attached hereto and incorporated herein by this reference (as amended and modified, the "LEASES"), together with (i) any and all rights, title, estates and interests of Assignor in and to such security deposits (and any interest required thereonreservations or qualifications set forth below. Grantee hereby assumes the obligations (including any personal obligations) and prepaid rentsof Grantor, if any, as have been paid to Assignor pursuant to such Leases and not previously applied pursuant to the Leasescreated by or under, and (ii) any and all rights, title, estates and interests of Assignor in and to any subleases, if any, relating to the Real Property. Except as otherwise provided in Section 5(e) of that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of November 26, 2001, by and between Assignor, as seller, and Assignee, as purchaser, Assignor shall indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Leases arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee's sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Leases arising from and after the date hereof and agrees to be bound by the terms and conditions of, the Permitted Encumbrances to the extent that the same concern or apply to the Improvements. Although this deed conveys Grantor's interest in the Improvements, this deed does not convey any interest in the Land under the Improvements or any rights or easements appurtenant to Improvements. Grantor retains and reserves all right, title and interest of Grantor in and to the Land and any rights and easements appurtenant to Land. Further, this deed does not convey any right of access over or right to use the Land, it being understood that the right of Grantee or its successors and assigns to maintain or use the improvements conveyed hereby on the Land shall be on and subject to the terms and conditions of any separate ground lease or deed that Grantee may from time to time obtain, authorizing use of the LeasesLand by Grantee. [DRAFTING NOTE: IF ZHONE DESIGNATES AN APPLICABLE ------------- PURCHASER AS GRANTEE (RATHER THAN DESIGNATING ITSELF TO BE THE GRANTEE), THE FOLLOWING WILL BE ADDED TO THIS DEED: Unless Grantee has obtained or is (contemporaneously with the delivery of this deed) obtaining a sublease under a separate existing ground lease that is sufficient to authorize Grantee to maintain the Improvements on the Land, Grantee shall remove or abandon the Improvements promptly upon request of the owner of the Land. Nothing herein or in the agreements pursuant to which this deed is being delivered shall be construed as an obligation on the part of Grantor to deliver or cooperate reasonably in obtaining for Grantee any deed or ground lease covering the Land described in Annex A.] [Improvements - Buildings 1&2] BNP LEASING CORPORATION Date: As of ____________ By: ___________________________ Its: Attest: ___________________________ Its: [Zhone or Applicable Purchaser] Date: As of ____________ By: ___________________________ Its: Attest: ___________________________ Its: STATE OF ____________ ) ) SS COUNTY OF ___________ ) On ___________________ before me,______________, personally appeared ___________ and ________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and Assignee further agrees thatthat by their signatures on the instrument the person, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature_____________________________ [Improvements - Buildings 1&2] STATE OF ____________ ) ) SS COUNTY OF ___________ ) On ___________________ before me,______________, personally appeared ___________ and ________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the person, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature____________________________ [Improvements - Buildings 1&2] Annex A LEGAL DESCRIPTION [DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES -------------- FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH ZHONE REQUESTS BNPLC'S CONSENT OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE" WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS ACTUALLY EXECUTED AND DELIVERED.] The real property located in the City of Oakland, County of Alameda, State of California, described as follows: Being a portion of Lot 12, as between Assignor shown on Parcel Map No. 6003, filed in Book 205 of Parcel Maps, at Pages 94 through 98, Alameda County Records, more particularly described as follows: Commencing at the most southerly corner of said Lot 12; Thence along the southwesterly line of said Xxx 00, Xxxxx 00 degrees 50' 24" West, 628.68 feet to the point of beginning; Thence continuing along the southwesterly line of said Xxx 00, Xxxxx 00 degrees 50' 24" West, 1029.21 feet; Thence along the southeasterly line of said Xxx 00, Xxxxx 00 degrees 09' 36" West 14.00 feet; Thence along the southwesterly line of said Xxx 00, Xxxxx 00 degrees 50' 24" West, 253.55 feet to the beginning of a curve, concave southwesterly, having a radius of 392.21 feet; Thence northerly along the arc of said curve, through a central angle of 3 degrees 51' 45", an arc distance of 26.44 feet to the intersection of a line drawn parallel with and Assignee, Assignee shall be responsible for any brokerage commissions, fees or payments which may be due or payable in connection with any extension or renewal 85.00 feet southeasterly of the term northwesterly line of any Lease arising from and after said Lot 12, a radial line through said point bears North 52 degrees 17' 51" East; Thence parallel with the date hereof. Assignee shall indemnifynorthwesterly line of said Xxx 00, protectXxxxx 00 degrees 09' 36" East, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or resulting from any breach or default by Assignee under the terms 476.93 feet to a point that is 5 feet southwesterly of the Leases arising on or after northeasterly line of said Lot 12; Thence along a line that is parallel with and 5 feet southwesterly of the date hereofsaid northeasterly line of Xxx 00, Xxxxx 00 degrees 00' 30" East, 69.44 feet to the beginning of a curve, concave southwesterly, having a radius of 1949.00 feet; Thence southeasterly along the arc of said curve, through a central angle of 6 degrees 10' 18", an arc distance of 209.94 feet; Thence continuing along a line that is parallel with and 5 feet southwesterly of the said northeasterly line of Xxx 00, Xxxxx 00 degrees 50' 12" East, 1030.61 feet to the intersection with a line drawn perpendicular with the southwesterly line of said Lot 12, distant thereon 628.68 feet from the most southerly corner of said Lot 12; Thence southwesterly along said perpendicular line, South 56 degrees 09' 36" West, 480.72 feet to the Point of Beginning. The provisions basis of bearings for Parcel Map No. 6003 is the North American Datum of 1983, Xxxx 0, 0000 Xxxxxxxxxx Published in 1986, as shown on Record of Survey 990, filed in Book 18 of Records of Survey, at Pages 50 through 60, Alameda County Records. All distances in this Assignment shall be binding upondescription are grid distances. To convert to ground distances, multiply grid distances by 1.0000708. Assessor's Parcel No. 041-3902-015 (Portion) [Improvements - Buildings 1&2] Annex B Permitted Encumbrances [DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS REMOVABLE BY -------------- BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND THIS "DRAFTING NOTE" WILL BE DELETED BEFORE THIS DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC. SUCH ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS "PERMITTED ENCUMBRANCES" UNDER THE LAND LEASE, THE BUILDING 3 LEASE OR THE BUILDINGS 1&2 LEASE FROM TIME TO TIME OR BECAUSE OF ZHONE'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL TO AN ADJUSTMENT.] This conveyance is subject to all encumbrances not constituting a "Lien Removable by BNPLC" (as defined in the Common Definitions and shall inure Provisions Agreement (Improvements - Buildings 1&2) incorporated by reference into the Lease Agreement (Improvements - Buildings 1&2) referenced in the last item of the list below), including the following matters to the benefit of, the successors and assigns of Assignor and Assignee, respectively. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and extent the same instrument. The signature are still valid and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.in force:

AND WHEN RECORDED MAIL TO. THIS ASSIGNMENT OF LESSOR'S INTEREST IN LEASES (this "ASSIGNMENT") is made on NAME: [Zhone or the Applicable Purchaser] ADDRESS: ___________________ ATTN: ___________________ CITY: ___________________ STATE: ___________________ Zip: ___________________ MAIL TAX STATEMENTS TO: ---------------------- NAME: [Zhone or the Applicable Purchaser] ADDRESS: ___________________ ATTN: ___________________ CITY: ___________________ STATE: ___________________ Zip: ___________________ CORPORATION GRANT DEED (Covering Improvements but not Land under the Improvements) FOR A VALUABLE CONSIDERATION, 2001receipt of which is hereby acknowledged, by BPP/ARROWHEAD, L.P.BNP LEASING CORPORATION, a Delaware limited partnership, corporation ("ASSIGNORGrantor"), in favor of LAV, LLC, a Delaware limited liability company hereby grants to [Zhone or the Applicable Purchaser] ("ASSIGNEEGrantee") all of Grantor's interest in the buildings and other improvements (the "Improvements") on the land situated in Oakland, California, described on Annex A attached hereto and hereby made a part hereof (the "Land"). For a valuable consideration, together with the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee all of Assignor's any other right, title and interest inof Grantor in and to any easements, rights-of-way, privileges and other rights appurtenant to and under the leases (and all amendments and modifications thereto) relating Improvements; provided, however, that this grant is subject to that certain real property located in the County of San Bernardino, State of California and more particularly encumbrances described in EXHIBIT A attached hereto and incorporated herein by this reference on Annex B (the "REAL PROPERTYPermitted Encumbrances"), which leases are identified in EXHIBIT B attached hereto and incorporated herein by this reference (as amended and modified, the "LEASES"), together with (i) any and all rights, title, estates and interests of Assignor in and to such security deposits (and any interest required thereonreservations or qualifications set forth below. Grantee hereby assumes the obligations (including any personal obligations) and prepaid rentsof Grantor, if any, as have been paid to Assignor pursuant to such Leases and not previously applied pursuant to the Leasescreated by or under, and (ii) any and all rights, title, estates and interests of Assignor in and to any subleases, if any, relating to the Real Property. Except as otherwise provided in Section 5(e) of that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of November 26, 2001, by and between Assignor, as seller, and Assignee, as purchaser, Assignor shall indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Leases arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee's sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Leases arising from and after the date hereof and agrees to be bound by all the terms and conditions of, the Permitted Encumbrances to the extent that the same concern or apply to the Improvements. Although this deed conveys Grantor's interest in the Improvements on the Land, this deed does not convey any interest in the Land itself or any rights or easements appurtenant to Land. Prior to or contemporaneously with the delivery of this deed, Grantor has conveyed or is conveying the Land and appurtenant rights and easements to another party, subject to the terms and conditions of a Ground Lease dated ________, filed or to be filed for record in the LeasesSanta Xxxxx County records. Grantor is assigning it's rights as lessee under the Ground Lease to Grantee by a separate instrument dated of even date herewith. [Improvements - Buildings 1&2] BNP LEASING CORPORATION Date: As of ____________ By: __________________________ Its: Attest: __________________________ Its: [Zhone or Applicable Purchaser] Date: As of ____________ By: __________________________ Its: Attest: __________________________ Its: STATE OF ____________ ) ) SS COUNTY OF ___________ ) On ___________________ before me,______________, personally appeared ___________ and________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and Assignee further agrees thatthat by their signatures on the instrument the person, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature ___________________________ [Improvements - Buildings 1&2] STATE OF ____________ ) ) SS COUNTY OF ___________ ) On ___________________ before me,______________, personally appeared ___________ and________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the person, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature [Improvements - Buildings 1&2] Annex A LEGAL DESCRIPTION [DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES -------------- FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH ZHONE REQUESTS BNPLC'S CONSENT OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE" WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS ACTUALLY EXECUTED AND DELIVERED.] The real property located in the City of Oakland, County of Alameda, State of California, described as follows: Being a portion of Lot 12, as between Assignor shown on Parcel Map No. 6003, filed in Book 205 of Parcel Maps, at Pages 94 through 98, Alameda County Records, more particularly described as follows: Commencing at the most southerly corner of said Lot 12; Thence along the southwesterly line of said Xxx 00, Xxxxx 00(xxxxxxx) 50' 24" West, 628.68 feet to the point of beginning; Thence continuing along the southwesterly line of said Xxx 00, Xxxxx(xxxxxxx) 00 50' 24" West, 1029.21 feet; Thence along the southeasterly line of said Xxx 00, Xxxxx 00(xxxxxxx) 09' 36" West 14.00 feet; Thence along the southwesterly line of said Xxx 00, Xxxxx 00(xxxxxxx) 50' 24" West, 253.55 feet to the beginning of a curve, concave southwesterly, having a radius of 392.21 feet; Thence northerly along the arc of said curve, through a central angle of 3(degrees) 51' 45", an arc distance of 26.44 feet to the intersection of a line drawn parallel with and Assignee, Assignee shall be responsible for any brokerage commissions, fees or payments which may be due or payable in connection with any extension or renewal 85.00 feet southeasterly of the term northwesterly line of any Lease arising from and after said Lot 12, a radial line through said point bears North 52(degrees) 17' 51" East; Thence parallel with the date hereof. Assignee shall indemnifynorthwesterly line of said Xxx 00, protectXxxxx 00(xxxxxxx) 09' 36" East, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or resulting from any breach or default by Assignee under the terms 476.93 feet to a point that is 5 feet southwesterly of the Leases arising on or after northeasterly line of said Lot 12; Thence along a line that is parallel with and 5 feet southwesterly of the date hereofsaid northeasterly line of Xxx 00, Xxxxx 00(xxxxxxx) 00' 30" East, 69.44 feet to the beginning of a curve, concave southwesterly, having a radius of 1949.00 feet; Thence southeasterly along the arc of said curve, through a central angle of 6(degrees) 10' 18", an arc distance of 209.94 feet; Thence continuing along a line that is parallel with and 5 feet southwesterly of the said northeasterly line of Xxx 00, Xxxxx 00 (xxxxxxx) 50' 12" East, 1030.61 feet to the intersection with a line drawn perpendicular with the southwesterly line of said Lot 12, distant thereon 628.68 feet from the most southerly corner of said Lot 12; Thence southwesterly along said perpendicular line, South 56(degrees) 09' 36" West, 480.72 feet to the Point of Beginning. The provisions basis of bearings for Parcel Map No. 6003 is the North American Datum of 1983, Xxxx 0, 0000 Xxxxxxxxxx Published in 1986, as shown on Record of Survey 990, filed in Book 18 of Records of Survey, at Pages 50 through 60, Alameda County Records. All distances in this Assignment shall be binding upondescription are grid distances. To convert to ground distances, multiply grid distances by 1.0000708. Assessor's Parcel No. 041-3902-015 (Portion) [Improvements - Buildings 1&2] Annex B Permitted Encumbrances [DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS REMOVABLE BY -------------- BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED BELOW, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND THIS "DRAFTING NOTE" WILL BE DELETED BEFORE THIS DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC. SUCH ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS "PERMITTED ENCUMBRANCES" UNDER THE LAND LEASE, THE BUILDING 3 LEASE OR THE BUILDINGS 1&2 LEASE FROM TIME TO TIME OR BECAUSE OF ZHONE'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL TO AN ADJUSTMENT.] This conveyance is subject to all encumbrances not constituting a "Lien Removable by BNPLC" (as defined in the Common Definitions and shall inure Provisions Agreement (Land) incorporated by reference into the Lease Agreement (Land) referenced in the last item of the list below), including the following matters to the benefit of, the successors and assigns of Assignor and Assignee, respectively. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and extent the same instrument. The signature are still valid and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.in force:

AND WHEN RECORDED MAIL TO. The consideration for this Assignment is included in the consideration paid for the Grant Deed being recorded concurrently herewith and in the documentary tax affixed to said deed. ________________________________________________________________________________ ASSIGNMENT OF LESSOR'S INTEREST IN LEASES THIS ASSIGNMENT OF LESSOR'S INTEREST IN LEASES (this "ASSIGNMENT") is made on ________ ___, 20011997, by BPP/ARROWHEADMISSION LAND COMPANY, a California corporation [or MISSION-VACAVILLE, L.P., a Delaware California limited partnership, ] ("ASSIGNOR"), in favor of LAVXXXXXX REALTY, LLCL.P., a Delaware limited liability company partnership ("ASSIGNEE"). For a valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee all of Assignor's right, title and interest in, to and under the leases (and all amendments amendments, supplements and modifications theretothereto and guaranties thereof) relating to that certain real property located in the City of ____________, County of San Bernardino______________, State of California _______________ and more particularly described in EXHIBIT Exhibit A attached hereto and incorporated herein by --------- this reference (the "REAL PROPERTY"), which leases leases, amendments, supplements and modifications thereto and guaranties thereof are identified in EXHIBIT Exhibit B --------- attached hereto and incorporated herein by this reference (as amended and modified, together with any such guaranties, the "LEASES"), together with (i) any and all rights, title, estates and interests of Assignor in and to such security deposits (and any interest required thereon) and prepaid rents, if any, as have been paid to Assignor pursuant to such Leases and not previously applied pursuant to the Leases, and (ii) any and all rights, title, estates and interests of Assignor in and to any subleases, if any, relating to the Real Property. Except as otherwise provided in Section 5(e) of that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of November 26, 2001, by and between Assignor, as seller, and Assignee, as purchaser, Assignor shall indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Leases arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee's sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Leases arising from and after the date hereof and agrees to be bound by all of the terms and conditions of the Leases, and Assignee further agrees that, as between Assignor and Assignee, Assignee shall be responsible for any brokerage commissions, fees or payments which may be due or payable in connection with any extension or renewal of the term of any Lease arising from and after the date hereof. Assignee shall indemnify, protect, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or resulting from any breach or default by Assignee under the terms of the Leases arising on or after the date hereof. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the successors and assigns of Assignor and Assignee, respectively. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.