Assignment
      of

     

    Leases
      and Rents and Security Deposits

     

    
      

    

     

     

     

     

     

    Prepared
      by and upon recordation,

    return
      to:

     

    Winston
      & Strawn LLP

    200
      Park Avenue

    New
      York, New York 10166

    Attn:
      Corey A. Tessler, Esq.

    Oakview
      Plaza

    Loan
      No.: 50-2858289

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      OF LEASES AND RENTS AND SECURITY DEPOSITS

     

    THIS
      ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITS (“Assignment”),
      dated
      as of December 20, 2006, by the Person identified on the signature page hereof,
      (“Assignor”),
      having the address set forth on the signature page hereof, to WACHOVIA BANK,
      NATIONAL ASSOCIATION (“Assignee”),
      having an address at Commercial Real Estate Services, 8739 Research Drive URP
      -
      4, NC 1075, Charlotte, North Carolina 28262. 

     

    RECITALS

     

    Assignee
      has made a loan to Assignor in the principal sum of TWENTY-SEVEN MILLION FIVE
      HUNDRED THOUSAND AND 00/100
      DOLLARS ($27,500,000.00),
      inter
      alia,
      for the
      purpose of acquiring certain real property (the “Property”)
      and
      the improvements thereon to be owned by and leased by Assignor to various
      tenants. The real property identified on Exhibit
      A
      annexed
      hereto and made a part hereof, owned by Assignor, constitutes a part of the
      Property. The loan made to Assignor is evidenced by the Note which is to be
      secured, among other things, by this Assignment.

     

    NOW,
      THEREFORE, in consideration of the foregoing and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereby agree as follows:

     

    Section
      1. Definitions.
      All
      capitalized undefined terms used herein shall have the respective meanings
      assigned thereto in the Deed of Trust, Security Agreement, Assignment of Rents
      and Fixture Filing of even date herewith (hereinafter referred to as the
“Security
      Instrument”)
      made
      by or between, as applicable, Assignor to or and, as applicable, Assignee
      encumbering or, where applicable, conveying security title to, the real property
      identified on Exhibit A hereto. Defined terms in this Assignment shall include
      in the singular number the plural and in the plural number the
      singular.

     

    Section
      2. Assignment.
      To
      secure the prompt payment and performance of each obligation secured by the
      Security Instrument, Assignor hereby grants, bargains, sells, assigns,
      transfers, conveys and sets over to Assignee all of Assignor’s estate, right,
      title, interest, claim and demand in, to and under the leases and other
      agreements, whether written or oral, affecting the use, enjoyment or occupancy
      of the Premises and/or the Improvements located thereon, whether now existing
      or
      hereafter arising (including any extensions, modifications or amendments
      thereto, collectively, the “Leases”),
      including, without limitation,

     

    (a) all
      claims, rights, powers, privileges, remedies, options and other benefits of
      Assignor under the Leases including, without limitation, all cash or securities
      now or hereafter deposited thereunder (including, without limitation, any bond
      or other similar instrument obtained by Assignor and held in lieu of any such
      deposits or to secure such deposits) (collectively, the “Security
      Deposits”)
      to
      secure performance by tenants of their obligations thereunder, whether such
      Security Deposits are to be held until the expiration of the term of any Lease
      or applied to one or more of the installments of rent coming due immediately
      prior to the expiration of such term and all guarantees of any Leases or other
      rental arrangements, and

     

    
      
        
        

      

      
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    (b) any
      and
      all earnings, revenues, rents, issues, profits, proceeds, avails and other
      income of and from the Property including, without limitation, the Leases now
      due or to become due or to which Assignor may now or shall hereafter become
      entitled to claim or demand including, without limitation, the Security Deposits
      as and when applied by Assignor towards the payment of rents and other payments
      due pursuant to the Leases (collectively, the “Rents”),

     

    together
      with full power and authority, in the name of Assignor or otherwise, but without
      any obligation to do so, and subject to the provisions of this Assignment
      including, without limitation, Section 3, to demand, receive, enforce, collect
      or receipt for any or all of the foregoing, to endorse or execute any checks
      or
      other instruments or orders, to give receipts, releases and satisfaction, and
      to
      sue, in the name of Assignor or Assignee, for all of the Rents, to subject
      and
      subordinate at any time and from time to time, any Lease to the security title,
      security interest and lien, as applicable, of the Security Instrument or any
      other mortgage, deed of trust or deed to secure debt affecting the Property,
      to
      file any claims and to take any action which Assignee may deem necessary or
      advisable in connection therewith, and Assignor irrevocably appoints Assignee
      its true and lawful attorney-in-fact, coupled with an interest, at the option
      of
      Assignee at any time and from time to time to exercise any rights granted to
      Assignee herein. No exercise by Assignee of any rights of Assignor hereunder
      or
      under the other Loan Documents shall release Assignor from its obligations
      under
      the Leases.

     

    Section
      3. Certain
      Rights of Assignee.
      This
      Assignment constitutes an absolute, present assignment and not merely an
      assignment for additional security. All Rents shall be applied in accordance
      with the provisions of Article V of the Security Instrument for the purposes
      therein set forth including, without limitation, payments of interest and
      principal and any other amounts due and payable under the Note, Security
      Instrument or other Loan Documents. Notwithstanding the foregoing, so long
      as no
      Event of Default has occurred and is continuing, Assignor shall have the right
      to operate the Property, enter into and modify Leases and commence summary
      proceedings against tenants under the Leases, all as more particularly set
      forth
      in Article VII of the Security Instrument.

     

    Without
      limitation to any other provision hereof, upon the occurrence and during the
      continuance of an Event of Default, Assignee may (but shall have no obligation
      to so do), either in person, by agent or by a court-appointed receiver, at
      any
      time without notice, regardless of the adequacy of Assignee’s security, perform
      all acts necessary and appropriate for the operation and maintenance of the
      Property as set forth in the Security Instrument, all on such terms as are
      deemed best to protect the security of this Assignment. In the event Assignee
      elects to seek the appointment of a receiver for the Property, or any part
      thereof, upon the occurrence and during the continuance of an Event of Default,
      Assignor hereby expressly consents to the appointment of such
      receiver.

     

    Subsequent
      to the occurrence and during the continuance of any Event of Default all Rents
      collected may be applied as Assignee shall determine in Assignee’s discretion,
      including without limitation to the costs, if any, of taking possession and
      control of and managing the Property, or any part thereof, and collecting such
      amounts, including, but not limited to, reasonable attorneys’ fees, receiver’s
      fees, premiums on receiver’s bonds, costs of repairs to the Property, or any
      part thereof, premiums on insurance policies, taxes, assessments and other
      charges on the Property, or any part thereof, and to the Debt in such order
      and
      priority as Assignee shall determine. Assignee and its agents or employees
      or
      the receiver shall have access to the books and records used in the operation
      and maintenance of the Property at reasonable times and upon reasonable notice
      to Assignor, and shall be liable to account only for those Rents actually
      received. Neither Assignee nor its agents, employees, officers or directors
      shall be liable to Assignor, any Person claiming under or through Assignor
      or
      any Person having an interest in the Leases or any other part of the Property
      by
      reason of Assignee’s rights or remedies hereunder or the exercise thereof other
      than with respect to the willful misconduct or gross negligence of Assignee,
      provided, however, that the foregoing provisions of this sentence shall not
      be
      deemed to alter or amend the provisions of any indemnification of Assignee
      (or
      its agents, employees, officers and directors) by Assignor hereunder or under
      the other Loan Documents.

     

    
      
        
        

      

      
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    If
      the
      Rents are not sufficient to meet the costs, if any, of taking possession and
      control of and managing the Property, any funds expended by Assignee for such
      purposes shall become a part of the Debt secured by this Assignment. Such
      amounts shall be payable upon notice from Assignee to Assignor requesting
      payment thereof and shall bear interest from the date of such notice at the
      Default Rate until paid.

     

    Section
      4. Representations
      and Warranties of Assignor.
      All of
      the representations and warranties contained in Section 2.05(o) of the Security
      Instrument are hereby incorporated by reference with the same force and effect
      as if fully restated herein. 

     

    Section
      5. No
      Mortgagee in Possession.
      The
      acceptance by Assignee of this Assignment, with all of the rights, powers,
      privileges and authority so created, shall not, prior to entry upon and taking
      of possession of the Property by Assignee, be deemed or construed to constitute
      Assignee a mortgagee-in-possession nor thereafter or at any time or in any
      event
      obligate Assignee to appear in or defend any action or proceeding relating
      to
      the Leases, the Rents or any other part of the Property, or to take any action
      hereunder, or to expend any money or incur any expenses or perform or discharge
      any obligation, duty or liability under the Leases, or to assume any obligation
      or responsibility for any Security Deposits or other deposits delivered to
      Assignor by any obligor thereunder and not assigned and delivered to Assignee,
      nor shall Assignee be liable in any way for any injury or damage to Person
      or
      property sustained by any Person in or about the Premises; the collection of
      said Rents and application as aforesaid and/or the entry upon and taking
      possession of the Property or any part thereof by Assignee or a receiver shall
      not cure or waive, modify or affect any Event of Default so as to invalidate
      any
      act done pursuant to such Event of Default, and the enforcement of such right
      or
      remedy by Assignee, once exercised, shall continue for so long as Assignee
      shall
      elect, notwithstanding that the collection and application aforesaid of the
      Rents may have cured for the time the original Event of Default. If Assignee
      shall thereafter elect to discontinue the exercise of any such right or remedy,
      the same or any other right or remedy hereunder may be reasserted at any time
      and from time to time following any subsequent Event of Default, whether of
      the
      same or a different nature.

     

    Section
      6. Certain
      Agreements of Assignor.
      Assignor hereby covenants and agrees as follows:

     

    (a) This
      Assignment shall transfer to Assignee all of Assignor’s right, title and
      interest in and to the Security Deposits, provided that Assignor shall have
      the
      right to retain the Security Deposits so long as no Event of Default shall
      have
      occurred and provided further, that Assignee shall have no obligation to any
      such tenant with respect to the Security Deposits unless and until Assignee
      comes into actual possession and control thereof;

     

    
      
        
        

      

      
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    (b) Assignor
      shall not terminate, grant concessions in connection with, modify or amend
      any
      Lease without the prior written consent of Assignee except in accordance with
      the terms of the Security Instrument;

     

    (c) Assignor
      shall not collect or permit the prepayment of any Rent (other than Rents deemed
      "additional rent" under Leases) more than one (1) month in advance of the date
      on which it becomes due under the terms of any Lease (except that Assignor
      may
      collect or permit collection of Security Deposits subject to and only in
      accordance with the terms of the Security Instrument);

     

    (d) Except
      as
      expressly permitted by the Security Instrument, Assignor shall not execute
      any
      further pledge or assignment of any Rent or any interest therein or suffer
      or
      permit any such assignment to occur by operation of law;

     

    (e) Assignor
      shall faithfully perform and discharge all material obligations of the lessor
      under the Leases substantially in accordance with the terms thereof, and shall
      give prompt written notice to Assignee of any notice of Assignor’s default
      received from a tenant and shall furnish Assignee with a complete copy of said
      notice. Assignor shall appear in and defend any action or proceeding arising
      under or in any manner connected with the Leases;

     

    (f) Assignor
      shall not waive, excuse, condone, discount, set-off, compromise or in any manner
      release or discharge any tenant under the Leases, of and from any material
      obligations, covenants, conditions and agreements by said tenant to be kept,
      observed and performed, including the obligation to pay Rents thereunder, except
      as permitted by the Security Instrument;

     

    (g) Nothing
      herein shall be construed to impose any liability or obligation on Assignee
      under or with respect to the Leases. Neither this Assignment nor any action
      or
      inaction on the part of Assignee shall, without the prior written consent of
      Assignee, constitute an assumption on its part of any obligation under the
      Leases; nor shall Assignee have any obligation to make any payment to be made
      by
      Assignor under the Leases, or to present or file any claim, or to take any
      other
      action to collect or enforce the payment of any amounts which have been assigned
      to Assignee or to which it may be entitled hereunder at any time or times.
      No
      action or inaction on the part of Assignee or its agents, employees, officers
      or
      directors shall adversely affect or limit in any way the rights of Assignee
      hereunder or under the Leases. Assignor shall indemnify and hold Assignee and
      its agents, employees, officers or directors harmless from and against any
      and
      all liabilities, losses and damages which Assignee or its agents, employees,
      officers or directors may incur under the Leases or by reason of this Assignment
      other than that resulting from Assignee’s gross negligence or willful
      misconduct, and of and from any and all claims and demands whatsoever which
      may
      be asserted against Assignee or its agents, employees, officers or directors
      by
      reason of any alleged obligations to be performed or discharged by Assignee
      under the Leases or this Assignment including, without limitation, any liability
      under the covenant of quiet enjoyment contained in any of the Leases in the
      event that any tenant shall have been joined as a party defendant in any action
      to foreclose the Security Instrument and shall have been barred and foreclosed
      thereby of all right, title and interest and equity of redemption in the
      Property or any part thereof. Should Assignee or its agents, employees, officers
      or directors incur any liability, loss or damage under the Leases or under
      or by
      reason of this Assignment, except for liability, loss or damage resulting solely
      from Assignee’s gross negligence or willful misconduct, Assignor shall
      immediately upon demand reimburse Assignee, its agents, employees, officers
      or
      directors for the amount thereof together with all costs and expenses and
      reasonable attorneys’ fees incurred by Assignee or its agents, employees,
      officers or directors. All of the foregoing sums shall bear interest from the
      date so demanded until paid at the Default Rate. Any Rent collected by Assignee
      or its agents may be applied by Assignee in its discretion in satisfaction
      of
      any such liability, loss, damage, claim, demand, costs, expense or
      fees;

     

    
      
        
        

      

      
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    (h) Any
      Rents
      which may be received by Assignor hereafter relating to all or any portion
      of
      the term of any Lease from and after the date hereof shall be promptly delivered
      to Assignee to be applied pursuant to Section 3 hereof.

     

    Section
      7. Event
      of Default.
      The
      occurrence of an Event of Default pursuant to the Security Instrument shall
      constitute an event of default hereunder.

     

    Section
      8. Additional
      Rights and Remedies of Assignee.
      In
      addition to all other rights and remedies provided herein, under the Loan
      Documents, or otherwise available at law (including but not limited to those
      provided for in Neb. Rev. Stat. §52-1705, or comparable provision) or in equity,
      if an Event of Default occurs and is continuing, Assignee shall, in its sole
      discretion, have the following rights and remedies, all of which are
      cumulative:

     

    (a) Assignee
      shall have the right at any time or times thereafter, at its sole election,
      without notice thereof to Assignor, to enforce the terms of the Leases, to
      sue
      for or otherwise collect the Rents, whether in Assignor’s or Assignee’s name, to
      enter upon, take possession and manage and control the Leases and any other
      part
      of the Property, with or without notice, either in person, by agent or by
      court-appointed receiver, and to otherwise do any act or incur any costs or
      expense as Assignee shall deem proper to protect the security hereof, as fully
      and to the same extent as Assignor could do in possession, and in such event
      to
      apply the Rents so collected to the operation and management of the Property,
      or
      any part thereof, but in such order as Assignee may deem proper, and including
      payment of reasonable management, brokerage and attorneys’ fees, in the name of
      Assignor, Assignee, a nominee of Assignee, or in any or all of the said
      names;

     

    (b) Assignee
      shall have the right at any time or times, at its sole election, without notice
      thereof, except such notice as may be expressly provided in the Security
      Instrument, if any, to Assignor, to declare all sums secured hereby immediately
      due and payable and, at its option, exercise any and/or all of the rights and
      remedies contained in the Note, the Security Instrument and the other Loan
      Documents; and

     

    (c) Assignee
      shall have the right to assign all or any portion of Assignee’s right, title and
      interest under this Assignment in any of the Leases to any subsequent holder
      of
      the Note or any participating interest therein or to any Person acquiring title
      to the Leases or any other portion of the Property through foreclosure or
      otherwise. Any subsequent assignee shall have all the rights and powers herein
      provided to Assignee.

     

    
      
        
        

      

      
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    Section
      9. Additional
      Security.
      Assignee may take or release other security for the payment of the Debt, may
      release any party primarily or secondarily liable therefor and may apply any
      other security held by it to the satisfaction of such indebtedness, without
      prejudice to any of its rights under this Assignment. Assignor shall from time
      to time upon request of Assignee, specifically assign to Assignee, as additional
      security for the payment of the Debt, by an instrument in writing in such form
      as may be reasonably approved by Assignee, all right, title and interest of
      Assignor in and to any and all Leases now or hereafter on or affecting the
      Premises, together with all security therefor and all Rents payable thereunder,
      subject to the terms hereof. Assignor shall also deliver to Assignee any
      notification, financing statement or other document reasonably required by
      Assignee to perfect the assignment as to any such Lease.

     

    Section
      10. Absolute
      Assignment; Release.
      The
      assignment made hereby is an absolute and unconditional assignment of rights
      only, and not a delegation of duties. The execution and delivery hereof shall
      not in any way impair or diminish the obligations of Assignor under the
      provisions of each and every Lease nor shall such execution and delivery cause
      any of the obligations contained in the Leases to be imposed upon Assignee.
      The
      assignment contained herein and all rights herein assigned to Assignee shall
      cease and terminate as to all Leases and Rents upon the payment in full of
      the
      Debt. In the event Assignee shall have in its possession any Rents or Security
      Deposits after payment in full of the Debt, Assignee shall return or cause
      such
      Rents and/or Security Deposits to be returned to Assignor in accordance with
      the
      terms of the Security Instrument. In the event that the assignment contained
      herein shall so terminate, Assignee shall, upon the written request of Assignor,
      deliver to Assignor a termination of this Assignment which shall be in
      recordable form, together with a notice to tenants of the Premises instructing
      such tenants to make all future payments of Rent to Assignor or to such other
      Person as Assignor may direct.

     

    Section
      11. Effect
      on Rights Under Other Documents.
      Nothing
      contained in this Assignment and no act done or omitted by Assignee pursuant
      to
      the powers and rights granted it hereunder shall be deemed to be a waiver by
      Assignee of its rights and remedies under the Loan Documents, and this
      Assignment is made and accepted without prejudice to any of the rights and
      remedies possessed by Assignee under the terms of the Loan Documents. The right
      of Assignee to collect the Debt and to enforce any other security therefor
      held
      by it may be exercised by Assignee either prior to, simultaneously with, or
      subsequent to any action taken by it hereunder. This Assignment is intended
      to
      be supplementary to and not in substitution for or in derogation of any
      assignment of rents contained in the Security Instrument or in any other
      document.

     

    Section
      12. Further
      Assurances.
      Assignor hereby agrees that it shall, whenever and as often as it shall be
      reasonably requested to do so by Assignee, execute, acknowledge and deliver,
      or
      cause to be executed, acknowledged, and delivered, in form and substance
      reasonably acceptable to Assignee, any and all such further conveyances,
      instruments, documents, approvals, consents, and memoranda of the other
      documents and to do any and all other acts as may be reasonably necessary or
      appropriate to effectuate the terms of this Assignment. This Assignment or
      a
      memorandum hereof may be recorded by Assignee at any time.

     

    
      
        
        

      

      
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    Section
      13. No
      Waiver.
      A
      waiver by Assignee of any of its rights hereunder or under the Leases or of
      a
      breach of any of the covenants and agreements contained herein to be performed
      by Assignor shall not be construed as a waiver of such rights in any succeeding
      instance or of any succeeding breach of the same or other covenants, agreements,
      restrictions or conditions. No waiver by Assignee hereunder shall be effective
      unless in writing.

     

    Section
      14. Marshalling.
      Notwithstanding the existence of any other security interest in the Property
      or
      any part thereof held by Assignee or by any other party, Assignee shall have
      the
      right to determine the order in which any of the Leases or any other portion
      of
      the Property shall be subjected to the remedies provided herein. Assignee shall
      have the right to determine the order in which any or all portions of the Debt
      are satisfied from the proceeds realized upon the exercise of the remedies
      provided herein. Assignee and any Person who now or hereafter acquires a
      security interest in any of the Leases or any other portion of the Property
      and
      who has actual or constructive notice hereof hereby waives, to the extent
      permitted by law, any and all right to require the marshalling of assets in
      connection with the exercise of any of the remedies permitted by applicable
      Legal Requirements or provided herein.

     

    Section
      15. Notices.
      All
      notices, demands, requests, consents, approvals or communications required
      under
      this Assignment shall be in writing and shall be deemed to have been properly
      given if delivered in accordance with the provisions of the Security Instrument
      at the addresses set forth in the Security Instrument. To the extent that any
      tenant under any of the Leases shall request under Neb. Rev. Stat. §552-1706
      reasonable proof of the Assignment, Assignor agrees that a photocopy of this
      recorded Assignment shall constitute sufficient proof that an assignment has
      been made.

     

    Section
      16. Counterparts;
      Construction.
      This
      Assignment may be executed in any number of counterparts and shall be deemed
      to
      have become effective when and only when one or more of such counterparts shall
      have been signed by or on behalf of each of the parties hereto, although it
      shall not be necessary that any signed counterpart be signed by or on behalf
      of
      each of the parties hereto, and all such counterparts shall be deemed to
      constitute but one and the same instrument.

     

    Section
      17. Governing
      Law; Severability.
      This
      Assignment shall be governed by and construed under the laws of the state in
      which the Property is situated, except to the extent that any of such laws
      may
      now or hereafter be preempted by Federal Law, in which case such Federal Law
      shall so govern and be controlling and enforced as if all such illegal, invalid
      or unenforceable provisions had never been inserted herein.

     

    Section
      18. Modification.
      This
      Assignment may not be modified or amended except by written agreement of the
      parties.

     

    Section
      19. Binding
      Agreement.
      Assignee may, from time to time, without notice to Assignor, assign, transfer
      or
      convey this Assignment and the other Loan Documents or all or any of its
      interest hereunder or under all or any of the other Loan Documents and,
      notwithstanding any such assignment, transfer or conveyance, this Assignment
      and
      the other Loan Documents shall remain in full force and effect. This Assignment
      shall be binding upon Assignor, its successors and assigns, and shall inure
      to
      the benefit of Assignee and its successors and assigns.

     

    
      
        
        

      

      
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    Section
      20. TRIAL
      BY JURY.
      ASSIGNOR HEREBY WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A
      COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY
      ASSIGNEE OR ITS AGENTS AND WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY EITHER PARTY HERETO
      AGAINST THE OTHER OR IN ANY COUNTERCLAIM ASSIGNOR MAY BE PERMITTED TO ASSERT
      HEREUNDER OR WHICH MAY BE ASSERTED BY ASSIGNEE OR ITS AGENTS AGAINST ASSIGNOR
      OR
      IN ANY MATTERS WHATSOEVER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ASSIGNOR,
      THIS ASSIGNMENT, THE NOTE, THE SECURITY INSTRUMENT OR ANY OF THE OTHER LOAN
      DOCUMENTS.

     

    Section
      21. Bankruptcy.
      

     

    (a) Upon
      or
      at any time after the occurrence of and during the continuance of an Event
      of
      Default, Assignee shall have the right to proceed in its own name or in the
      name
      of Assignor in respect of any claim, suit, action or proceeding relating to
      the
      rejection of any Lease, including, without limitation, the right to file and
      prosecute, to the exclusion of Assignor, any proofs of claim, complaints,
      motions, applications, notices and other documents, in any case in respect
      of
      the lessee under such Lease under the Bankruptcy Code.

     

    (b) If
      there
      shall be filed by or against Assignor a petition under the Bankruptcy Code,
      and
      Assignor, as lessor under any Lease, shall determine to reject such Lease
      pursuant to Section 365(a) of the Bankruptcy Code, then Assignor shall give
      Assignee not less than ten (10) days’ prior notice of the date on which Assignor
      shall apply to the bankruptcy court for authority to reject the Lease. Assignee
      shall have the right, but not the obligation, to serve upon Assignor within
      such
      ten-day period a notice stating that (i) Assignee demands that Assignor assume
      and assign the Lease to Assignee pursuant to Section 365 of the Bankruptcy
      Code
      and (ii) Assignee covenants to cure or provide adequate assurance of future
      performance under the Lease. If Assignee serves upon Assignor the notice
      described in the preceding sentence, Assignor shall not seek to reject the
      Lease
      and shall comply with the demand provided for in clause (i) of the preceding
      sentence within thirty (30) days after the notice shall have been given, subject
      to the performance by Assignee of the covenant provided for in clause (ii)
      of
      the preceding sentence.

     

    *
      * * *
      *

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Assignor has executed this Assignment on the day and year
      first
      hereinabove set forth.

     

    
      	 	 	 
	 	
              LVP
                OAKVIEW STRIP CENTER LLC,

              a
                Delaware limited liability company

            
	 
 	 
 	 
 
	 	By:  	David
              Lichtenstein 
	 	
              

              Name:
                David Lichtenstein

              Title:
                President

            
	 	 
	 	
              c/o
                The Lightstone Group

              326
                Third Street

              Lakewood,
                New Jersey 08701

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	STATE OF NEBRASKA	)
	 	) ss.
	COUNTY OF _____________	)


    

     

    The
      foregoing instrument was acknowledged before me this ______ day of December,
      2006 by David Lichtenstein as President of LVP OAKVIEW STRIP CENTER LLC, a
      Delaware limited liability company, on behalf of the limited liability
      company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    (Legal
      Description)

     

    Attached
      to and forming a part of file number: CRS22144

     

    Parcel
      1:

     

    Lots
      1,
      2, 13 and 14, Oak View Plaza 3rd Platting, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska, EXCEPT that part
      of
      said Lot 13 dedicated for street widening as filed within Book 1280 at Page
      429
      of the Miscellaneous Records of Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth in Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded in Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336, and Second Amendment to
      Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    And
      also
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19,1996 in Book 2043 at Page 318
      of
      the Deed Records; And also together with Beneficial RIGHT-OF-WAY EASEMENT,
      recorded June 25,1987 in Book 818 at Page 626 of the Miscellaneous
      Records

     

    And
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at Page 645 of the Miscellaneous Records;

     

    And
      also
      Together with SANITARY, STORM SEWER AND UTILITY EASEMENT and recorded November
      23, 1992 in Book 1043 at Page 701 of the Miscellaneous Records; And also
      together with Permanent Building Encroachment Easement set forth by instrument
      filed August 22, 2000 in Book 1348 at Page 702

     

    all
      of
      the Records of Douglas County, Nebraska; subject to all liens and encumbrances
      affecting the same.

     

    Parcel
      2:

     

    Lot
      1,
      Oak View Plaza (3rd Platting) Replat Three, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth In Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded In Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336, and Second Amendment to
      Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    And
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19, 1996 in Book 2043 at Page 318
      of
      the Deed Records; and also together with Reciprocal Access, Parking and rights
      of ingress/egress as set forth within the Reciprocal Easement Agreement recorded
      September 19,1997 in Book 1222 at Page 699;

     

    and
      also
      together with Beneficial RIGHT-OF-WAY EASEMENT recorded June 25,1987 in Book
      818
      at Page 626 of the Miscellaneous Records;

     

    and
      also
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at Page 645 of the Miscellaneous Records; and also Together
      with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded November 23, 1992
      in
      Book 1043 at Page 701 of the Miscellaneous Records;

     

    and
      also
      together with non-exclusive easement rights set forth within Deed of Easement
      for Subsurface Construction Elements set forth within the instrument filed
      September 14, 2004 as instrument number 2004122176 all of the Records of Douglas
      County, Nebraska; subject to all liens and encumbrances affecting the
      same.

     

    Parcel
      3:

     

    Lot
      1,
      Oak View Plaza (3rd Platting) Replat Four, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth in Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded in Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336,

     

    and
      Second Amendment to Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    and
      also
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19,1996 in Book 2043 at Page 318
      of
      the Deed Records;

     

    and
      also
      together with Reciprocal Access, Parking and rights of ingress/egress as set
      forth within the Reciprocal Easement Agreement recorded September 19, 1997
      in
      Book 1222 at Page 699;

     

    and
      also
      together with Beneficial RIGHT-OF-WAY EASEMENT, recorded June 25,1987 in Book
      818 at Page 626 of the Miscellaneous Records;

     

    and
      also
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at rage 645 of the Miscellaneous Records;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    and
      also
      Together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded November
      23,
      1992 in Book 1043 at Page 701 of the Miscellaneous Records;

     

    and
      also
      together with non-exclusive easement rights set forth within Deed of Easement
      for Subsurface Construction Elements set forth within the instrument filed
      May
      17, 2005 as instrument number 2005056363, as further amended pursuant to the
      Amended Deed of Easement for Subsurface Construction Elements filed July 1,
      2005
      as instrument number 2005076870, all of the Records of Douglas County, Nebraska;
      subject to all liens and encumbrances affecting the same.