<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>16
<FILENAME>dex1027.txt
<DESCRIPTION>REAL ESTATE MORTGAGE FINANCING DOCUMENTS
<TEXT>
<PAGE>

                                                                   Exhibit 10.27


--------------------------------------------------------------------------------
AFTER RECORDING, RETURN TO:
--------------------------
General Electric Capital Business
Asset Funding Corporation
Middle Market Risk/Operations Department
10900 NE 4th Street, Suite 500
Bellevue, Washington  98004
Attn: Ms. Deehan Gay
Loan No. 050-8563-001

THIS INSTRUMENT PREPARED BY:
---------------------------
Jenkens & Gilchrist,
a professional corporation
George C. Dunlap, Esq.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202

                                  [Space above reserved for recorder's use only]
================================================================================

                         ASSIGNMENT OF RENTS AND LEASES
                         ------------------------------

         THIS ASSIGNMENT is made effective as of December 19, 2001, by TERADYNE
INC., a Massachusetts corporation, with a mailing address of 321 Harrison
Avenue, Boston, Massachusetts 02118-2238 (hereinafter called "Assignor"), in
favor of GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION, a Delaware
corporation, with a mailing address of 10900 NE 4th Street, Suite 500, Bellevue,
Washington 98004, Attention: Middle Market Risk/Operations Department
(hereinafter called "GE CAPITAL").

                                   WITNESSETH
                                   ----------

         Assignor, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, does hereby absolutely, irrevocably
and unconditionally grant, bargain, sell, transfer, assign, convey, set over and
deliver unto GE CAPITAL all right, title and interest of Assignor in, to and
under all written and oral leases and rental agreements of the real estate
described in Exhibit A attached hereto and incorporated herein (the "Property"),
whether now in existence or hereafter entered into, and all guaranties,
amendments, extensions, renewals and subleases of said leases and any of them,
all of which are hereinafter called the "Leases," all rents, income and profits
which may now or hereafter be or become due or owing under the Leases, and any
of them, or on account of the use of the Property, any award hereafter made in
any bankruptcy, insolvency or reorganization proceeding in any state or federal
court involving any of the tenants of the Leases, and any and all payments made
by such tenants in lieu of rent.

         This Assignment is made for the purpose of securing:

         A.       The payment of the indebtedness (including any extensions or
                  renewals thereof) evidenced by a certain Promissory Note (the
                  "Note") of Assignor dated of even date herewith in the
                  principal sum of $45,000,000.00 and secured by five (5)
                  certain Commercial Deeds of Trust, Security Agreements,
                  Assignments of Leases and Rents and Fixture Filings
                  (collectively, the "Deed of Trust") of even date herewith
                  encumbering the Property;

                                        1

<PAGE>

         B.       The payment of all other sums with interest thereon becoming
                  due and payable to GE CAPITAL under the provisions of the Deed
                  of Trust and any other instrument constituting security for
                  the Note; and

         C.       The performance and discharge of each and every term, covenant
                  and condition contained in the Note, Deed of Trust and any
                  other instrument constituting security for the Note.

                  Assignor represents, warrants, covenants and agrees with GE
                  CAPITAL as follows:

         A.       The sole ownership of the entire lessor's interest in the
                  Leases is or shall be vested in Assignor, and Assignor has
                  not, and shall not, perform any acts or execute any other
                  instruments which might prevent GE CAPITAL from fully
                  exercising its rights under any of the terms, covenants and
                  conditions of this Assignment.

         B.       The Leases are and shall be valid and enforceable in
                  accordance with their terms, have not been altered, modified,
                  amended, terminated, canceled, renewed or surrendered nor have
                  any of the terms and conditions thereof been waived in any
                  manner whatsoever except as approved in writing by GE CAPITAL.

         C.       Assignor shall not alter the term of any Lease or the amount
                  of rent payable under any Lease without GE CAPITAL's prior
                  written consent. In addition, Assignor shall not materially
                  alter any of the other terms of the Leases without GE
                  CAPITAL'S prior written consent, which consent shall not be
                  unreasonably withheld.

         D.       To the best of Assignor's knowledge, there are no defaults now
                  existing under any of the Leases, and there exists no state of
                  facts which, with the giving of notice or passing of time or
                  both, would constitute a default under any of the Leases.

         E.       Assignor shall give prompt notice to GE CAPITAL of any notice
                  received by Assignor claiming that a default has occurred
                  under any of the Leases on the part of Assignor, together with
                  a complete copy of any such notice.

         F.       Each of the Leases shall remain in full force and effect
                  irrespective of any merger of the interest of lessor and any
                  lessee under any of the Leases.

         G.       Assignor will not permit any Lease to become subordinate to
                  any lien other than the lien of the Deed of Trust.

         H.       Assignor shall not permit or consent to the assignment by any
                  tenant of its rights under its Lease without the prior written
                  consent of GE CAPITAL. Without limitation of the foregoing,
                  Assignor shall not permit or consent to the filing of any
                  encumbrance against the tenant's interest under any Lease
                  including, without limitation, any leasehold mortgage.

                                        2

<PAGE>

         I.       All existing Leases are described on Exhibit B attached hereto
                                                       ---------
                  and incorporated herein. Assignor has delivered to Assignee
                  true, correct and complete copies of all existing Leases and
                  all amendments and modifications thereto.

                           The parties further agree as follows:

                           This Assignment is an absolute, present assignment
                  from Assignor to GE CAPITAL, effective immediately, and shall
                  be irrevocable by Assignor so long as Assignor remains
                  indebted to GE CAPITAL. Possession of the Property by GE
                  CAPITAL shall not be a prerequisite to GE CAPITAL'S right to
                  collect the rents, income and profits of and from the
                  Property. Notwithstanding the foregoing, until written notice
                  is sent to Assignor that an Event of Default (as defined in
                  the Note and/or in the Deed of Trust) has occurred (which
                  notice is hereafter called a "Notice"), Assignor shall be
                  entitled to receive, collect and enjoy the rents, income and
                  profits accruing from the Property. All rents, income and
                  profits collected or received by Assignor with respect to
                  periods falling after Assignor's receipt of a Notice shall be
                  held by Assignor in trust for Assignee and shall be paid by
                                   --------
                  Assignor to Assignee on demand.

                           GE CAPITAL may, at its option, after delivery of a
                  Notice to Assignor, receive and collect all such rents, income
                  and profits, from the Property. GE CAPITAL shall thereafter
                  continue to receive and collect all such rents, income and
                  profits as they become due as long as such Event of Default
                  shall exist and during the pendency of any foreclosure
                  proceedings, and if there is a deficiency, during any
                  redemption period. All sums received by Assignor after service
                  of a Notice shall be deemed received in trust and shall be
                  turned over to GE CAPITAL within one (1) business day after
                  Assignor's receipt thereof.

                           Assignor hereby irrevocably appoints GE CAPITAL its
                  true and lawful attorney with power of substitution and with
                  full power for GE CAPITAL in its own name and capacity or in
                  the name and capacity of Assignor, from and after delivery of
                  a Notice, to demand, collect, receive and give complete
                  acquittances for any and all rents, income and profits
                  accruing from the Property, either in its own name or in the
                  name of Assignor or otherwise, which GE CAPITAL may deem
                  necessary or desirable in order to collect and enforce the
                  payment of the rents, income and profits. Such appointment is
                  coupled with an interest and is irrevocable. Assignor also
                  hereby irrevocably appoints GE CAPITAL as its true and lawful
                  attorney, from and after delivery of a Notice, to appear in
                  any state or federal bankruptcy, insolvency, or reorganization
                  proceeding in any state or federal court involving any of the
                  tenants of the Leases. Tenants of the Property are hereby
                  expressly authorized and directed to pay any and all amounts
                  due Assignor pursuant to the Leases to GE CAPITAL or such
                  nominee as GE CAPITAL may designate in writing delivered to
                  and received by such tenants, each of whom are expressly
                  relieved of any and all duty, liability or obligation to
                  Assignor in respect of all payments so made.

                           From and after delivery of a Notice, GE CAPITAL is
                  hereby vested with full power to use all measures, legal and
                  equitable, deemed by it to be necessary

                                        3

<PAGE>

                  or proper to enforce this Assignment and to collect the rents,
                  income and profits assigned hereunder, including the right of
                  GE CAPITAL or its designee to enter upon the Property, or any
                  part thereof, and take possession of all or any part of the
                  Property together with all personal property, fixtures,
                  documents, books, records, papers and accounts of Assignor
                  relating thereto, and GE CAPITAL may exclude Assignor, its
                  agents and employees, wholly therefrom. Assignor hereby grants
                  full power and authority to GE CAPITAL to exercise all rights,
                  privileges and powers herein granted at any and all times
                  after delivery of a Notice, with full power to use and apply
                  all of the rents and other income and profits herein assigned
                  to the payment of the costs of managing and operating the
                  Property and to any indebtedness or liabilities of Assignor to
                  GE CAPITAL, including, but not limited to, the payment of
                  taxes, special assessments, insurance premiums, damage claims,
                  the reasonable costs of maintaining, repairing, rebuilding and
                  restoring the improvements on the Property or of making the
                  same rentable, reasonable attorneys' fees incurred in
                  connection with the enforcement of this Assignment, and to the
                  payment of principal and interest due from Assignor to GE
                  CAPITAL on the Note and the Deed of Trust, all in such order
                  as GE CAPITAL may determine. GE CAPITAL shall be under no
                  obligation to exercise or prosecute any of the rights or
                  claims assigned to it hereunder or to perform or carry out any
                  of the obligations of the lessor under any of the Leases and
                  does not assume any of the liabilities in connection with or
                  arising or growing out of the covenants and agreements of
                  Assignor in the Leases. It is further understood that this
                  Assignment shall not operate to place responsibility for the
                  control, care, management or repair of the Property, or parts
                  thereof, upon GE CAPITAL, nor shall it operate to make GE
                  CAPITAL liable for the performance of any of the terms and
                  conditions of any of the Leases, or for any waste of the
                  Property, or for any dangerous or defective condition of the
                  Property or for any negligence in the management, upkeep,
                  repair or control of the Property resulting in loss or injury
                  or death to any lessee, licensee, employee or stranger.

                           Waiver of or acquiescence by GE CAPITAL in any
                  default by Assignor, or failure of GE CAPITAL to insist upon
                  strict performance by Assignor of any covenants, conditions or
                  agreements in this Assignment, shall not constitute a waiver
                  of any subsequent or other default or failure, whether similar
                  or dissimilar.

                           The rights and remedies of GE CAPITAL under this
                  Assignment are cumulative and are not in lieu of, but are in
                  addition to any other rights or remedies which GE CAPITAL
                  shall have under the Deed of Trust or any other instrument
                  constituting security for the Note, or at law or in equity.

                           If any term of this Assignment, or the application
                  thereof to any person or circumstances, shall, to any extent,
                  be invalid or unenforceable, the remainder of this Assignment,
                  or the application of such term to persons or circumstances
                  other than those as to which it is invalid or unenforceable,
                  shall not be affected thereby, and each term of this
                  Assignment shall be valid and enforceable to the fullest
                  extent permitted by law.

                                        4

<PAGE>

                           Any and all notices, elections, demands, or requests
                  permitted or required to be made under this Assignment,
                  including without limitation a Notice, shall be in writing and
                  shall be given in accordance with Section 18 of the Deed of
                                                    ----------
                  Trust.

                           Assignor hereby authorizes GE CAPITAL to give written
                  notice of this Assignment, which may include a copy hereof, at
                  any time to any tenant under any of the Leases.

                           The terms "Assignor" and "GE CAPITAL" shall be
                  construed to include the legal representatives, heirs
                  successors and assigns thereof. The gender and number used in
                  this Assignment are used as a reference term only and shall
                  apply with the same effect whether the parties are of the
                  masculine or feminine gender, corporate or other form, and the
                  singular shall likewise include the plural.

                           This Assignment may not be amended, modified or
                  changed nor shall any waiver of any provision hereof be
                  effective, except and only by an instrument in writing and
                  signed by the party against whom enforcement of any waiver,
                  amendment, change, modification or discharge is sought.

                           Notwithstanding anything contained herein to the
                  contrary, in no event shall this Assignment be deemed to
                  reduce the indebtedness evidenced by the Note by an amount in
                  excess of the actual amount of cash received by GE CAPITAL
                  under the Leases, whether before, during or after the
                  occurrence of an Event of Default, and Assignor acknowledges
                  that in no event shall the indebtedness secured hereby be
                  reduced by the value from time to time of the rents, income
                  and profits of or from the Property, unless rents and income
                  are actually received by GE CAPITAL and applied against the
                  indebtedness secured hereby. In addition, GE CAPITAL reserves
                  the right, at any time, whether before or after the occurrence
                  of an Event of Default, to recharacterize this Assignment as
                  merely constituting security for the indebtedness of Assignor
                  to GE CAPITAL, which recharacterization shall be made by
                  written notice delivered to Assignor. GE CAPITAL's receipt of
                  any rents, issues and profits pursuant to this Assignment
                  after the institution of foreclosure proceedings, either by
                  court action or by the private power of sale contained in any
                  deed of trust now or hereafter securing the Note, shall not
                  cure an Event of Default, as defined in the Note, or affect
                  such proceedings or sale.

                           This Assignment shall be governed by and construed in
                  accordance with the laws of the State of California.

                            [SIGNATURE PAGE FOLLOWS]

                                        5

<PAGE>

         IN WITNESS WHEREOF, Assignor has caused this instrument to be executed
and delivered as of the date first above written.

                                       ASSIGNOR:
                                       --------

                                       TERADYNE, INC.,
                                       a Massachusetts corporation



                                       By:    /s/ Stuart M. Osattin
                                          --------------------------------------
                                       Print: Stuart M. Osattin
                                             -----------------------------------
                                       Its:   Vice President and Treasurer
                                           -------------------------------------

                                        6

<PAGE>

                          COMMONWEALTH OF MASSACHUSETTS

Suffolk County                                                 December 14, 2001


         Then, before me personally appeared Stuart M. Osattin, to me personally
known, who, being duly sworn, did depose and say that he is the Vice President
and Treasurer of Teradyne, Inc., and acknowledged the foregoing instrument to be
his free act and deed and the free act and deed of Teradyne, Inc.

                                       /s/ Unknown
                                       -----------------------------------------
                                       Notary Public
                                       My Commission expires: 10/20/06

                                        7

<PAGE>

                                    EXHIBIT A
                                    ---------

                                LEGAL DESCRIPTION
                                -----------------


                              See Attached Schedule

                                        8

<PAGE>

                                    EXHIBIT B
                                    ---------

                                 LIST OF LEASES
                                 --------------

                                      None.

                                        9

<PAGE>

        Schedule Pursuant to Instruction 2 to Rule 601 of Regulation S-K
    under the Securities Act of 1933 and the Securities Exchange Act of 1934


         Teradyne, Inc. entered into five of the foregoing Assignment of Rents
and Leases agreements. The agreements are substantially identical but for the
Exhibits A attached thereto. Such Exhibits A are attached to and follow this
schedule.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


THE LAND REFERRED TO IN THIS COMMITMENT IS IN THE STATE OF CALIFORNIA, COUNTY OF
LOS ANGELES, AND IS DESCRIBED AS FOLLOWS:

LOT 3, OF TRACT NO. 43597, IN THE CITY OF AGOURA HILLS, AS PER MAP RECORDED IN
BOOK 1078 PAGES 72 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.

EXCEPT FROM A PORTION THEREOF AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, PETROLEUM
AND OTHER MINERAL OR HYDROCARBON SUBSTANCES IN AND TO THAT PORTION OF SAID LAND
LYING BELOW THE DEPTH OF 500 FEET FROM THE SURFACE, WITHOUT THE RIGHT OF SURFACE
ENTRY, AS RESERVED IN THE DEED FROM MAX H. GOLDSMITH AND SHIRLEY H. GOLDSMITH,
HUSBAND AND WIFE AS JOINT TENANTS, IN DEED RECORDED AS INSTRUMENT NO. 1450 ON
DECEMBER 29, 1960 IN BOOK D1076 PAGE 565 OF OFFICIAL RECORDS.

ALSO EXCEPTING TO THE COUNTY OF LOS ANGELES ALL OIL, GAS HYDROCARBONS, OR OTHER
MINERALS IN AND UNDER THE ABOVE DESCRIBED PARCEL OF LAND WITHOUT THE RIGHT OF
SURFACE ENTRY FOR DEVELOPMENT THEREOF.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


THE LAND REFERRED TO IN THIS COMMITMENT IS IN THE STATE OF CALIFORNIA, COUNTY OF
LOS ANGELES, AND IS DESCRIBED AS FOLLOWS:

LOT 2, OF TRACT NO. 43597, IN THE CITY OF AGOURA HILLS, AS PER MAP RECORDED IN
BOOK 1078 PAGES 72 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.

EXCEPT FROM A PORTION THEREOF AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, PETROLEUM
AND OTHER MINERAL OR HYDROCARBON SUBSTANCES IN AND TO THAT PORTION OF SAID LAND
LYING BELOW THE DEPTH OF 500 FEET FROM THE SURFACE, WITHOUT THE RIGHT OF SURFACE
ENTRY, AS RESERVED IN THE DEED FROM MAX H. GOLDSMITH AND SHIRLEY H. GOLDSMITH,
HUSBAND AND WIFE AS JOINT TENANTS, IN DEED RECORDED AS INSTRUMENT NO. 1450 ON
DECEMBER 29,1960 IN BOOK D1076 PAGE 565 OF OFFICIAL RECORDS.

ALSO EXCEPTING TO THE COUNTY OF LOS ANGELES ALL OIL, GAS, HYDROCARBONS, OR OTHER
MINERALS IN AND UNDER THE ABOVE DESCRIBED PARCEL OF LAND WITHOUT THE RIGHT OF
SURFACE ENTRY FOR DEVELOPMENT THEREOF.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


THE LAND REFERRED TO IN THIS COMMITMENT IS IN THE STATE OF CALIFORNIA, COUNTY OF
LOS ANGELES, AND IS DESCRIBED AS FOLLOWS:

LOT 1 OF TRACT 43597, IN THE CITY OF AGOURA HILLS, AS PER MAP RECORDED IN BOOK
1078 PAGE 72 TO 80 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.

EXCEPT FROM A PORTION THEREOF AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, PETROLEUM
AND OTHER MINERAL OR HYDROCARBON SUBSTANCES IN AND TO THAT PORTION OF SAID LAND
LYING BELOW THE DEPTH OF 500 FEET FROM THE SURFACE, WITHOUT THE RIGHT OF SURFACE
ENTRY, AS RESERVED IN THE DEED FROM MAX H. GOLDSMITH AND SHIRLEY H. GOLDSMITH,
HUSBAND AND WIFE AS JOINT TENANTS, IN DEED RECORDED AS INSTRUMENT NO. 1450 ON
DECEMBER 29,1960 IN BOOK D1076 PAGE 565 OF OFFICIAL RECORDS.

ALSO EXCEPT TO THE COUNTY OF LOS ANGELES ALL OIL, GAS, HYDROCARBONS, OR OTHER
MINERALS IN AND UNDER THE ABOVE DESCRIBED PARCEL OF LAND WITHOUT THE RIGHT OF
SURFACE ENTRY FOR DEVELOPMENT THEREOF.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


REAL PROPERTY in the City of San Jose, County of Santa Clara, State of
California, described as follows:

LOT 2, so designated and delineated on the Map of Tract No. 7422 recorded April
25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa Clara County
Records.

TOGETHER WITH an appurtenant easement for the purposes of mutual ingress and
egress, as granted by Cad N. Swenson, Co., Inc. and CA. Swenson, Inc. to Fox
Lane Investment Company recorded June 1, 1983 in Book H597, page 745, Official
Records.

TOGETHER WITH mutual access easement established by Map of Tract No. 7422
recorded April 25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa
Clara County Records.

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                Legal Description


REAL PROPERTY in the City of San Jose, County of Santa Clara, State of
California, described as follows:

LOT 1, so designated and delineated on the Map of Tract No. 7422 recorded April
25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa Clara County
Records.

TOGETHER WITH an appurtenant easement for the purposes of mutual ingress and
egress, as granted by Cad N. Swenson, Co., Inc. and CA. Swenson, Inc. to Fox
Lane Investment Company recorded June 1, 1983 in Book H597, page 745, Official
Records.

TOGETHER WITH mutual access easement established by Map of Tract No. 7422
recorded April 25, 1983 in Book 511 of Maps, pages 20, 21, 22 and 23, Santa
Clara County Records.

</TEXT>
</DOCUMENT>
