ASSIGNMENT OF PARTNERSHIP INTEREST

ASSIGNMENT made as of the _____ day of ___________ , 19 ___ by and between __________________________ with offices c/o _______________________ ("Assignor") and _____________________ , a ______________ Corporation, having offices at ___________________ ("Assignee").

PRELIMINARY STATEMENT

A. ASSIGNOR is the holder of certain Limited Partnership interests in ______________ holder of a certain partnership interest in ___________________ , the owner of certain real property located in ___________________ known as _________________________ and more particularly described in Exhibit A attached hereto (the "Premises").

B. Assignee is prepared to insure the aforesaid Premises without exception to that certain mortgage by _________________________ to _________________________ provided that to induce Assignee to issue such policy of title insurance and in consideration thereof, Assignor has agreed to make and deliver this Assignment;

NOW THEREFORE, for value received, the receipt and sufficiency of which are hereby acknowledged, and to induce Assignee to issue its policy, Assignor, does hereby assign, transfer and grant to Assignee its successors and assigns, all of Assignor's right, title and interest in and to all profits, cash flow, capital distributions, funds, fees and other distributions or other monies or claims for monies of any kind of nature at any time distributable or payable to it from or by reason of or in connection with its interest in _______________________ (the "Partnership") together with the proceeds of any of the foregoing whether payable directly or indirectly (including, without limitation, to any nominee or affiliate of Assignor, and in whether capacity, (including without limitation as a general partner, limited partner, lender or provider of goods or services) (collectively the "Partnership Interest").

Provided, however, that unless and until a default shall have occurred under that certain Indemnity agreement dated ______________ ("Indemnity") the Assignor shall have the right under license granted hereby to collect, but not prior to accrual each and any of the aforesaid sums constituting a part of the Partnership Interest may be collected, received and retained by and for the sole benefit of Assignor instead of Assignee.

To have and to hold the same unto Assignee and the successors and assigns of Assignee forever (except as provided in paragraph 7 below).

And Assignor does for itself and for its successors and assigns covenant and agree to and with Assignee as follows:

1. As used in this Assignment and unless otherwise defined herein, terms which are defined in the Indemnity made by Assignor in favor of Assignee shall have the meaning ascribed to them therein

2. Assignor represents and warrants that:

(a) this Assignment constitutes a legal, valid and binding obligation of Assignor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally;

(b) the execution, delivery and performance of this Assignment will not violate any legal requirement or contractual obligation of Assignor;

(c) no consent, approval or authorization of, filing with, or other act by or in respect of, any other person including any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of this Assignment;

(d) Assignor has a limited partnership interest in the Partnership's losses and distributions.

(e) The Partnership Interest being assigned hereunder is owned by Assignor, free and clear of any claim, set off, lien, encumbrance, pledge, option or security interest except as provided in the transaction documents (as defined in Partnership Loan Agreement) and constitutes a valid and subsisting interest and to the Partnership.

(f) The Partnership has been duly formed and is validly existing and in good standing in the jurisdiction in which it is required to be in good standing; the partnership agreement of the Partnership (the "Partnership Agreement") is now in full force and effect; and no party to the Partnership Agreement is at present in default thereunder.

3. Assignor covenants to Lender that:

(a) Assignor will perform and comply with all of its obligations under the Partnership Agreement and will do and cause to be done all other acts as may be necessary in order to fully protect, preserve and defend the interest hereby assigned and Assignee's enjoyment of the benefits hereby conferred.

(b) Assignor will not further, in whole or in part, sell, assign, transfer, pledge, grant a security interest in, or otherwise dispose of or encumber the Partnership Interest hereby assigned and Assignor will defend Assignee's right, title and security interest in and to the Partnership Interest and the proceeds thereof against the claims and demand of the persons whomsoever.

4. Assignor agrees that it will at its own cost and without further expense to Assignee, execute, acknowledge and deliver such further instruments as Assignee shall from time to time require for the better assuring, assigning and transferring its rights in and to the Partnership Interest and on demand of Assignee will execute, deliver and record, and hereby authorizes Assignee to execute, deliver and record in the name of Assignor, one (1) or more UCC Financing Statements or other notices as Assignee may deem necessary to further perfect the interest of Assignee under this Assignment.

5. Assignee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability under the Partnership Agreement, and Assignor shall and does hereby agree to indemnify and defend Assignee and hold Assignee harmless from and against (i) any and all liability, loss or damage which Assignee may incur under or by reason of this Assignment, and (ii) any and all claims and demands which may be asserted against Assignee by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained in the Partnership Agreement or otherwise resulting from this Assignment. Should Assignee incur any such liability, loss or damage as a result of this Assignment or in defense of any such claims or demands, Assignor shall reimburse Assignee for the amount of loss or damage suffered by Assignee including all costs, expenses and reasonable attorney1s fees and disbursements, immediately upon demand by Assignee.

6. Nothing herein contained and no act done or omitted by Assignee pursuant to the rights and powers granted to it by this Assignment shall be deemed to be a waiver by Assignee of its rights under the Indemnity but this Assignment is made and accepted without any prejudice to any of the rights and powers possessed by Assignee under the Indemnity.

7. The Assignment shall terminate effective as of the date that the above mortgage lien is released or discharged from the Premises.

8. The validity of the Assignment and the liability of Assignor hereunder shall be absolute and unconditional and shall in no way be affected or impaired by an amendment to the Indemnity or Assignee's failure to exercise or delay in exercising any right or remedy Assignee may have against any other person or entity.

9. Assignor waives the benefit of or right to assert any statute of limitations affecting any liability hereunder or the enforcement of such liability to the extent permitted by law.

10. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and, except as herein provided, their respective heirs, personal representatives, successors, and assigns, including, as to Assignee without limitation, any Successor of Assignee. Assignor may not assign or transfer all or any part of its duties and obligations hereunder.

11. Any notice, request, demand, consent, approval, or other communication (collectively, "Notice") shall be in writing, signed by the party giving such Notice, unless expressly indicated otherwise, and shall be given by personal delivery (upon an officer, general partner, or an officer of a general partner of the other party if such party is not an individual) to the other party or sent by reputable express courier or delivery service or by United States registered or certified mail, postage prepaid, return receipt requested, addressed to the party for whom it is intended at its address as follows:

[Add Addressees]

Unless otherwise specified, Notice shall be deemed given when received, but if delivery is disputed or not accepted, Notice shall be deemed given on the earlier of the date delivery is refused or (i) the third day after the same is deposited in an official United States Postal Depository, if sent by United States registered or certified mail, and (ii) the second day following the date sent if sent by reputable express courier or delivery service. Any party may from time to time, by notice to the other parties given as above set forth, change its address for purposes of receipt of any such communication. Notwithstanding the foregoing, in the event Notice is given by personal delivery, Notice shall also be given by mail or express courier but the time of delivery shall be determined as aforesaid.

12. Governing Law. This Assignment shall be governed by and construed and interpreted in accordance with the laws of the State of ______________ without regard to principles of conflict of laws.

13. Assignor shall, immediately after Assignor obtains knowledge thereof, give written notice to Assignee in the event of a default committed or notice of default served, by any party to the Partnership Agreement.

14. Assignor hereby authorizes Assignee at any time to file one or more financing statements to evidence and perfect the security interest created by this assignment. To that effect, Assignor irrevocably appoints Assignee as its true and lawful attorney-in-fact, which power of attorney shall be coupled with an interest, for the purpose of executing in the name of Assignor, and thereafter recording, any such financing.

15. Assignor shall pay all costs of collection incurred to enforce this Assignment, including but not limited to reasonable attorneys' fees, whether or not an action or suit shall be filed. If any action or suit shall be instituted on this Assignment, Assignor promises to pay in addition to the costs and disbursements allowed by law such sum as the court may adjudge reasonable as attorneys' fees in said suit or action.

16. No provision of this Assignment may be changed, waived, discharged, or terminated except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge, or termination is sought.

17. If any term of this Assignment or any application of any such term shall be invalid, illegal, or unenforceable, the remainder of this Assignment and any other application of such term shall remain in full force and effect.

18. In any action or proceeding brought under this Assignment, Assignor and Lender shall and do hereby waive trial by jury.

IN WITNESS WHEREOF, Assignor hereto has caused this Assignment to be executed as of this date first written above.