ASSIGNMENT OF LEASES AND RENTS


     This  ASSIGNMENT OF LEASES AND RENTS (this  "Assignment")  is made this 2nd
day of July, 2007.

     165-25 147th Avenue,  LLC, a New York limited  liability  company having an
address at 444 Merrick Road, Suite 370, Lynbrook, New York 11563, 49-19 Rockaway
Beach Boulevard,  LLC, a New York limited liability company having an address at
444 Merrick Road, Suite 370, Lynbrook, New York 11563, 85-01 34th Avenue, LLC, a
New York limited  liability company having an address at 444 Merrick Road, Suite
370, Lynbrook, New York 11563, and 114-15 Guy Brewer Boulevard,  LLC, a New York
limited  liability  company  having an address at 444 Merrick  Road,  Suite 370,
Lynbrook, New York 11563 (individually and collectively,  "Assignor"),  for good
and valuable consideration and to secure the repayment of an indebtedness in the
maximum   aggregate   principal   sum  of  ONE   MILLION   AND  NO/100   DOLLARS
($1,000,000.00),   do  hereby  absolutely,  presently  and  irrevocably  assign,
transfer and set over unto ING USA Annuity and Life Insurance Company,  ING Life
Insurance and Annuity  Company,  ReliaStar Life  Insurance  Company and Security
Life of Denver Insurance Company  (individually and collectively,  and including
any other Persons that may from time to time become Lenders under and as defined
in the Loan Agreement (as defined below), the "Assignee") the following:

          A. All of the right,  title and  interest  of Assignor in and to those
     certain  leases  and  subleases  affecting  all or a  portion  of the  real
     properties more particularly  described in Schedules A-1 through A-4 hereto
     (each a "Property"  and  collectively,  the  "Property"),  which leases and
     subleases  are  listed  in  Schedules  B-1  through  B-4  hereto  (the "NYC
     Leases"),  and all other and future  leases and  subleases of the Property,
     and all modifications, renewals, and extensions of the leases and subleases
     listed in  Schedules  B-1 through B-4 and of other and future  lease(s) and
     subleases,  and guarantees,  if any, of the lessee's obligations under said
     leases and  subleases  listed in Schedules  B-1 through B-4 and under other
     and future  leases and  subleases.  Each of said leases and  subleases  and
     other and future leases and subleases and all  modifications,  renewals and
     extensions  and  guarantees,  if  any,  relating  thereto  are  hereinafter
     collectively referred to as the "Leases".

          B. All rents,  issues,  income,  proceeds and profits arising from the
     Leases and from the use and occupation of the Property,  including, without
     limitation,  all fixed and additional rents, cancellation payments, and all
     sums due and payments  made under any guarantee of any of the Leases or any
     obligations thereunder (collectively "Rents").

          C. All  rights,  powers,  privileges,  options  and other  benefits of
     Assignor under the Leases, including, without limitation, the immediate and
     continuing  right to make claim for,  receive,  collect and receipt for all
     Rents,  including  the right to make such claim in a  proceeding  under the
     Bankruptcy Code (hereinbelow  defined),  and the right to apply the same to
     the payment of the Obligations (as defined below).

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     THIS ASSIGNMENT is an absolute,  present and irrevocable  assignment and is
made for the purpose of securing:

          A. The payment of all sums and indebtedness now or hereafter due under
     those  certain  Mortgage  Notes  dated of even date  herewith  executed  by
     Assignor  and  those  certain  other  borrowers   identified  therein  (the
     "Borrowers") in favor of Assignee, together with any amendments, extensions
     or renewals  thereof (the Mortgage  Notes,  together  with all  amendments,
     extensions or renewals thereof is hereinafter  referred to as the "Mortgage
     Notes") in the maximum  aggregate  principal  sum of One Million and 00/100
     Dollars  ($1,000,000.00),  which  Mortgage  Notes  are  also  secured  by a
     Mortgage and Security  Agreement  dated of even date herewith from Assignor
     in favor of Assignee  (the Mortgage and Security  Agreement,  together with
     all amendments,  extensions or renewals  thereof is hereinafter  called the
     "Mortgage")  encumbering  the Property and intended to be duly  recorded in
     Queens County, New York.

          B.  The  performance  and  discharge  of each  and  every  obligation,
     covenant and  agreement  of Assignor  under this  Assignment,  the Mortgage
     Notes, and the Mortgage (collectively the "Loan Documents").

          C.  The  payment  of the  principal  sum  referred  to  above  and all
     interest,  Make-Whole Amounts and other fees, costs, expenses,  indemnities
     and other  obligations owed by Assignor or any of the other Borrowers under
     the Loan Documents (hereinafter, the "Mortgage Obligations").

     THIS ASSIGNMENT is made on the following covenants, terms and conditions:

1. ASSIGNOR'S REPRESENTATIONS, COVENANTS AND WARRANTIES

     1.1  Representations,  Covenants and Warranties as to Leases. Each Assignor
hereby represents, covenants and warrants to each Assignee as follows:

     (a)  Assignor has not executed any prior assignment of or granted any prior
          assignment  of the Leases and Rents,  nor has it performed  any act or
          executed  any  other  instrument  that  might  prevent  Assignor  from
          fulfilling any of the terms and conditions of this  Assignment or that
          might  prevent  Assignee  from  operating  under  any of the terms and
          conditions  of this  Assignment  or that would limit  Assignee in such
          operation;

     (b)  Assignor has not executed or granted any  modification  whatsoever  of
          any of the Leases,  except as indicated in Schedules  B-1 through B-4;
          the Leases are in full force and effect; and, to Assignor's  knowledge
          and belief,  there are no defaults now existing  under the Leases,  or
          any  conditions  that,  after  notice,  passage of time, or both would
          constitute  defaults;  Assignor  has no  knowledge  of any  notice  of
          termination or "landlord" default issued by any lessee with respect to
          any Lease  except as  alleged in certain  estoppel  certificates  from
          tenant  under the NYC Leases,  copies of which  Assignee  acknowledges
          receipt;  and Assignor has provided to Assignee copies of all "tenant"

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          default  notices  issued by or on behalf of  Assignor  in  respect  of
          uncured tenant defaults;

     (c)  Assignor will observe and perform all the obligations imposed upon the
          landlord  under  any  Leases  and  will  not do or  permit  to be done
          anything to impair any of the Leases;

     (d)  Assignor  shall use good faith efforts to enforce the  obligations  of
          the tenants under the Leases;

     (e)  Assignor shall not take any action that would cause any Lease to cease
          to be in full force and effect;

     (f)  Assignor shall  promptly  furnish to Assignee any notice of default or
          termination   received  by  Assignor   from  any  tenant,   and  shall
          simultaneously  provide  Assignee with a copy of any notice of default
          or termination provided by Assignor to any tenant;

     (g)  Assignor  shall not waive any material  default  under or any material
          breach of any Lease;

     (h)  Assignor  shall not collect any of the Rents arising or accruing under
          the Leases or from the  Property  in advance of the time when the same
          shall become due under the Leases;

     (i)  Except with the prior written consent of Assignee,  Assignor shall not
          cancel,  surrender,  sublet,  assign,  transfer,  pledge,  mortgage or
          subordinate  any  Lease or  consent  to any  cancellation,  surrender,
          termination, transfer, pledge, mortgage, subordination,  subletting or
          assignment  of any Lease,  except for that certain  sublease  from the
          City of New York ("NYC") to Metropolitan Transit Authority and MTA Bus
          Company dated November 29, 2005 (the "MTA Sublease");

     (j)  Except with the prior written consent of Assignee,  Assignor shall not
          alter or modify any  material  term of any Lease,  give any consent or
          exercise any option  required or permitted by any such term,  accept a
          surrender thereof, or consent to any assignment of or subletting under
          the Leases (other than the MTA Sublease), whether or not in accordance
          with their terms.  Without  limiting the  generality of the foregoing,
          prior to the  occurrence  of an Event of Default (as  defined  below),
          Assignor may make  non-material  modifications  and  amendments to the
          Leases  that are  entered  into in the  ordinary  course of  business,
          consistent  with  prudent  property  management  practices  and do not
          affect  adversely  the  economic  terms of such Leases  ("Non-Material
          Amendments"),  provided  that  Assignor  shall  deliver a copy of each
          Non-Material  Amendment  to  --------  Assignee  not  later  than five
          Business Days following the effective  thereof.  Following an Event of
          Default,  Non-Material  Amendments  shall  require  the prior  written
          consent of Assignee;

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     (k)  The rent rolls  delivered to Assignee on even date herewith (the "Rent
          Roll") are true, complete and correct in all material respects;

     (l)  The Leases  (including  amendments)  are in writing,  and there are no
          oral agreements with respect thereto;

     (m)  The copies of the Leases delivered to Assignee are true,  complete and
          correct;

     (n)  Assignor has not assigned or pledged any of the Leases or Rents or any
          interests  therein except to Assignee.  Assignor shall not execute any
          other assignment or encumbrance of the Leases and Rents;

     (o)  No tenant or other party has an option to purchase  all or any portion
          of the Property;

     (p)  No tenant has the right to terminate  its Lease prior to expiration of
          the stated term of such Lease, except as specifically  provided in the
          NYC Leases; and

     (q)  No tenant has prepaid more than one month's Rent in advance.

          With  respect to  subsection  (h) and (j) above,  reference is made to
          Section  291-f of the New York Real  Property  Law.  If  requested  by
          Assignee to do so,  Assignor shall promptly give written notice to all
          tenants of the text or  subsections  (h) and (j) hereof in  accordance
          with Section 291-f.  Assignor  further agrees that recordation of this
          Assignment  constitutes  notice to the tenants to the extent  provided
          for in Section 291-f.

2. ABSOLUTE ASSIGNMENT OF LEASES

     Assignor and  Assignee  intend that this  Assignment  constitute a present,
irrevocable  and  absolute  assignment  of the  Leases  and  Rents,  and  not an
assignment for additional  security only.  Assignor represents that Assignor has
provided  written  notice of the  existence of this  Assignment  to every tenant
under every Lease and has instructed such tenants to remit all Rents directly to
the following  account (and  Assignor  shall use good faith efforts to cause all
such  tenants  to remit all Rents  directly  to such  account,  or to such other
account as Assignee may from time to time specify in writing):






     Prior to the  occurrence  of an Event of Default  (as  defined  below),  in
accordance  with a  separate  Servicing  Agreement  entered  into  by and  among
Assignor, Assignee and ING North American Insurance Corp. (the "Servicer"),  the
Servicer shall remit to Assignor within three (3) Business Days after receipt of
the Rents the net Rent ("Net Rent")  remaining after payment of all debt service
due Assignee for the applicable  month with respect to the Mortgage  Obligations
and making all other payments required under the Servicing Agreement.  After the

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occurrence  of an  Event  of  Default  and  the  expiration  of  any  applicable
Standstill  Period  (as  defined  below),  in  addition  to any  other  remedies
available  to Assignee  under this  Assignment,  the Mortgage and the other Loan
Documents,  Assignee shall  immediately be entitled to receipt and possession of
all Rents and the  obligation  to cause  the  Servicer  to remit any Net Rent to
Assignor shall immediately cease.

3. EVENTS OF DEFAULT; REMEDIES

     An "Event of Default"  shall exist if any of the  following  conditions  or
events shall occur and be continuing:

     (a) There shall exist a Material Lease Event of Default (as defined below),
provided that Assignor  shall have the right (subject to there existing no other
Events of Default  hereunder or under any other Loan Document),  for up to three
months  consecutively  and for a total of up to six months  over the term of the
Loan for all such events,  to cure any one or more "Events of Default" under any
of the NYC Leases  before any of such  "Events of Default"  under any of the NYC
Leases shall constitute an Event of Default hereunder; or

     (b) Any Lease is terminated by the tenant thereunder or by any other person
empowered to do so,  acting as provided in Section 34.04 of the NYC Leases as in
effect  on the date  hereof  (or any  identical  or  similar  provisions  in any
subsequent Lease) or otherwise; or

     (c) Any amendment or modification  of any Lease,  other than a Non-Material
Amendment  permitted by Section 1.1(j), is entered into without Assignee's prior
written consent; or

     (d) Any Rents are not either (i) remitted directly to the account specified
in or  pursuant  to Section 2 or (ii)  caused by Assignor to be remitted to such
account (or as otherwise  directed by Assignee) not later than two Business Days
after such Rents are received by or on behalf of Assignor; or

     (e) Assignor defaults in the performance of or compliance with the terms of
Section 1.1(n); or

     (f) Assignor  defaults in the  performance of or compliance  with any other
term or condition of this  Assignment and such default is not remedied within 30
days after the earlier to occur of (i) its  obtaining  actual  knowledge of such
default and (ii) receiving written notice of such default from Assignee; or

         (g) a condition or event specified in any other Loan Document to be an
Event of Default (including the passage of any applicable grace or cure period)
shall occur and be continuing.

     As used herein, "Material Lease Event of Default" means:

     (i) any one or more "Events of Default" referred to in clauses (a)(i),  (c)
and (d) of  Section  18.01 of any NYC Lease as in effect on the date  hereof (or
any  identical  or  substantially  similar  event of default  referred to in any
subsequent version of any Lease); or

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     (ii) any one or more  material  "Events of Default"  referred to in clauses
(a)(ii)  and (b) of  Section  18.01 of any NYC  Lease as in  effect  on the date
hereof (or any identical or  substantially  similar event of default referred to
in any subsequent  version of any Lease),  provided that a determination in good
faith by  Assignee  that any such  event is  material  shall be  conclusive  for
purposes hereof.

     Upon the  occurrence of and during the  continuance of any Event of Default
described  in any  of  subsections  (a),  (b) or (c)  above  (a  "Curable  Lease
Default"),  and provided that Assignor and the other Borrowers are not otherwise
in default under the Loan Documents  beyond any applicable grace or cure period,
Assignor  shall  have a  period  of up to 90 days  from the  occurrence  of such
Curable  Lease  Default (the  "Standstill  Period") to cure such  Curable  Lease
Default or prepay or pay the Loans and all other Obligations (including, without
limitation,  any Make-Whole Amount and Breakage Cost Indemnity) in full, but not
in part, prior to Assignee  exercising its remedies under this Assignment and/or
any other Loan  Documents.  Should any Curable Lease Default exist following the
expiration of the Standstill Period,  Assignee shall be entitled to exercise all
rights and remedies under this Assignment and the other Loan Documents.

     Upon the  occurrence  of an  Event of  Default  and the  expiration  of any
applicable Standstill Period, Assignee may, at its option, subject to any rights
of tenants,  without  waiving such Event of Default and without notice or regard
to the adequacy of the security for the Mortgage  Obligations,  either in person
or by agent, nominee or attorney, or by a receiver appointed by a court, with or
without  bringing any action or proceeding,  dispossess  Assignor and its agents
and servants from the  Property,  without  liability  for  trespass,  damages or
otherwise, and exclude Assignor and its agents from the Property.

     Upon the  occurrence  of an  Event of  Default  and the  expiration  of any
applicable  Standstill  Period,  subject to any rights of tenants,  Assignee may
also take  possession  of the  Property  and all  books,  records  and  accounts
relating thereto and have, hold, manage,  lease and operate the Property on such
terms and for such period of time as Assignee may deem proper. In addition,  and
with or without taking  possession of the Property,  Assignee,  in its own name,
may demand, sue for or otherwise collect and receive all Rents,  including those
past due and unpaid and may apply any Rents  collected in such order of priority
as Assignee in its sole discretion deems appropriate, to the payment of:

     (a) all expenses of managing the Property,  including,  without limitation,
the  salaries,  fees and wages of a  managing  agent and such  other  persons or
entities  as Assignee  may deem  necessary  or  desirable,  and all  expenses of
operating and  maintaining  the Property,  including,  without  limitation,  all
taxes, claims, assessments, ground rents, water rents, sewer rents and any other
liens or  charges,  and  premiums  for all  insurance  which  Assignee  may deem
necessary or desirable, and the cost of all alterations, renovations, repairs or
replacements,  and all expenses  incident to taking and retaining  possession of
the Property;

     (b) the Mortgage Obligations; and

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     (c) all costs and reasonable  attorneys'  fees incurred in connection  with
the enforcement of this Assignment and any of the Loan Documents.

Such rights shall be in addition to, and not in substitution of, any rights of
Assignee under the Servicing Agreement.

4. NO LIABILITY OF ASSIGNEE

     This Assignment  shall not be construed to bind Assignee to the performance
of any of the covenants,  conditions,  or provisions  contained in any Lease, or
otherwise impose any obligation upon Assignee.  Assignee shall not be liable for
any loss  sustained by Assignor  resulting  from  Assignee's  failure to let the
Property  after an Event  of  Default,  or from any  other  act or  omission  of
Assignee  either in  collecting  the  Rents,  or if  Assignee  shall  have taken
possession of the Property,  in managing the Property after an Event of Default,
unless such loss is caused by the willful misconduct or bad faith of Assignee.

5. NO MORTGAGEE IN POSSESSION

     In the absence of taking actual possession of the Property by Assignee,  in
its own right and  person,  Assignee  (i)  shall  not be deemed a  mortgagee  in
possession,  (ii)  shall  not be  responsible  for the  payment  of any taxes or
assessments  with respect to the Property,  (iii) shall not be liable to perform
any  obligation  of the lessor under any Leases or under  applicable  law,  (iv)
shall not be liable to any person for any  dangerous or  defective  condition in
the  Property nor for any  negligence  in the  management,  upkeep,  repair,  or
control of the said Property  resulting in loss or injury or death to any person
unless the same shall result from  Assignee's  own gross  negligence  or willful
misconduct, and (v) shall not be liable in any manner for the remediation of any
Hazardous   Materials   located  on  the  Property  or  the   violation  of  any
Environmental Laws.

6. BANKRUPTCY

     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 any
Leases  in  a  proceeding  under  the  bankruptcy  laws  of  the  United  States
("Bankruptcy  Code")  including,  without  limitation,  the  right  to file  and
prosecute,  all to the exclusion of Assignor,  any proofs of claim,  complaints,
motions, applications, notices and other documents.

     If there  shall be  filed by or  against  Assignor  a  petition  under  the
Bankruptcy Code, and Assignor, as lessor under any Lease(s),  shall determine to
reject any Leases  pursuant to Section 365(a) of the Bankruptcy  Code,  Assignor
shall give  Assignee  not less than ten days' prior  notice of the date on which
Assignor shall apply to the bankruptcy court for authority to reject the Leases.
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  Leases.  If  Assignee  serves upon
Assignor the notice described in the preceding sentence, Assignor shall not seek
to reject the Leases and shall comply with the demand provided for in clause (i)
of the preceding sentence within 30 days after the notice shall have been given,

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subject to the  performance  by Assignee of the covenant  provided for in clause
(ii) of the preceding sentence.

7. INDEMNITY OF ASSIGNEE

     Assignor hereby indemnifies Assignee for, and holds Assignee harmless from,
any and all liability, loss or damage that may be incurred under the
Leases, or under or by reason of this Assignment, and from any and all claims
and demands whatsoever that may be asserted against Assignee by reason of any
alleged obligations or undertakings under any of the Leases, except to the
extent that any such liability, loss, damages or demand results from Assignee's
own gross negligence or willful misconduct.

     Should  Assignee incur any such  liability  under the Leases or under or by
reason of this Assignment or in defense of any such claims or demands, except to
the  extent  that the  same  shall  have  resulted  from  Assignee's  own  gross
negligence or willful misconduct,  the amount thereof, including costs, expenses
and reasonable attorneys' fees, shall be secured by this Assignment and Assignor
shall reimburse Assignee therefor,  immediately upon demand and upon the failure
of  Assignor  so to do,  Assignee,  at its  option,  may  declare  all  Mortgage
Obligations immediately due and payable.

8. NO WAIVER OF RIGHTS BY ASSIGNEE

     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 any of its rights and remedies  under the Mortgage  Notes,
the Mortgage or any other Loan  Document.  This  Assignment is made and accepted
without  prejudice to any of such rights and  remedies  possessed by Assignee to
collect the Mortgage  Obligations  and to enforce the Loan  Documents,  and said
rights and remedies may be exercised by Assignee either prior to, simultaneously
with, or subsequent to any action taken by it hereunder.

9. RELEASES OF PARTIES AND SECURITY

     Assignee may take or release other security for the payment of the
Mortgage Obligations, may release any party primarily or secondarily liable
therefor, and may apply any other security held by it to the satisfaction of any
portion of the Mortgage Obligations without prejudice to any of its rights under
this Assignment.

10. FUTURE ASSURANCES

     Assignor  agrees  that it will,  from time to time,  promptly  upon  demand
therefor by Assignee,  deliver to Assignee an executed  counterpart  of each and
every Lease. Further,  Assignor agrees that it will execute and acknowledge such
additional  assurances  and  assignments  as  Assignee  reasonably  may  request
covering any and all of the Leases.

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11. AMENDMENTS

     This Assignment may not be altered or amended except in a writing, intended
for that specific purpose, signed by both Assignor and Assignee.

12. HEADINGS AND CAPTIONS

     The headings and captions of various  sections of this  Assignment  are for
convenience  only and are not to be construed  as defining or  limiting,  in any
way, the scope or intent of the provisions hereof.

13. NOTICES

     All notices and  communications  provided for hereunder shall be in writing
and sent by (i) telecopy if the sender on the same day sends a  confirming  copy
of such notice by recognized overnight delivery service (charges prepaid),  (ii)
certified or registered mail with return receipt requested (postage prepaid), or
(ii) recognized overnight delivery service (with charges prepaid),  addressed in
all cases to any party hereto addressed to Assignor or Assignee, as the case may
be, at the address  furnished  below,  and that such address may be changed from
time to time by  either  party by  serving  a notice  on the  other as  provided
herein:

         Address of Assignor:

         444 Merrick Road, Suite 370
         Lynbrook, New York  11563
         Attn:  Jerome Cooper
         Fax:  (516) ____-_______

         Address of Assignee:

         ING USA ANNUITY AND LIFE INSURANCE COMPANY
         ING LIFE INSURANCE AND ANNUITY COMPANY
         RELIASTAR LIFE INSURANCE COMPANY
         SECURITY LIFE OF DENVER INSURANCE COMPANY
         c/o ING Investment Management LLC
         5780 Powers Ferry Road NW, Suite 300
         Atlanta, GA 30327-4347
         Attn: Private Placements
         Fax: (770) 690-5057

14. GOVERNING LAW

     This instrument shall be governed by the laws of the State of New York and,
upon the occurrence or an Event of Default,  Assignee shall have, in addition to
the rights and remedies set forth herein,  all rights and remedies  available to
Assignee as the holder of an assignment or leases,  rents, issues and profits in
the State of New York.

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15. DISCHARGE

     Until the  payment in full of the  Mortgage  Obligations,  this  Assignment
shall  continue  in full force and  effect,  whether or not  recorded.  Assignor
hereby  authorizes  Assignee to furnish to any person written notice,  that this
Assignment remains in effect and agrees that such person may rely upon and shall
be bound by such  statement.  Upon payment in full of the  Mortgage  Obligations
this Assignment  shall be void and of no effect,  and Assignee shall execute and
return to Assignor such  reasonable  documents and  instruments  evidencing  the
termination  of this  Assignment  as  Assignor  shall  submit  to  Assignee  for
signature.

16. CONSENT, ETC. OF ASSIGNEE

     To the extent that any consent,  approval,  decision or other determination
of Assignee is required  hereunder,  such consent,  approval,  decision or other
determination may be granted or made by the Required Lenders, unless pursuant to
the Loan Agreement (as defined below) the consent,  approval,  decision or other
determination  of all the Lenders is required as a result of the subject  matter
thereof.

17. SEVERABILITY

     If any one or more of the provisions contained in this Assignment shall for
any reason be held to be invalid,  illegal or unenforceable in any respect, such
invalidity,  illegality or unenforceability shall not affect any other provision
of this  Assignment but this  Assignment  shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.

18. WAIVER OF JURY TRIAL

     EACH  PARTY  HERETO  HEREBY  IRREVOCABLY,   KNOWINGLY,   VOLUNTARILY,   AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY OF
THE LOAN  DOCUMENTS,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING OR STATEMENTS
(WHETHER  ORAL OR  WRITTEN)  RELATING  TO THE  FOREGOING.  THIS  PROVISION  IS A
MATERIAL INDUCEMENT FOR THE LENDERS TO ENTER INTO THE MORTGAGE LOAN.

19. DEFINITIONS

     Except as otherwise provided herein, capitalized terms used herein have the
meanings  ascribed to them in that certain Loan  Agreement of even date herewith
(the "Loan Agreement") by among the Lenders and the Borrowers which governs both
(i) the Mortgage Loan evidenced by the Mortgage  Notes and secured,  in part, by
this  Assignment  and  (ii)  the  Non-Mortgage  Loans  (as  defined  in the Loan
Agreement).

             [Remainder of page blank; next page is signature page.]


                                       10
<PAGE>


     IN WITNESS  WHEREOF,  each Assignor has duly executed this Assignment as of
the date first written above.

                                           ASSIGNOR:

                                           165-25 147th Avenue, LLC,
                                           a New York limited liability company


                                           By: ____________________________
                                           Name:
------------------------------
                                           Title:


                                           49-19 Rockaway Beach Boulevard, LLC,
                                           a New York limited liability company


                                           By: ____________________________
------------------------------
                                           Name:
                                           Title:

                                           85-01 34th Avenue, LLC,
                                           a New York limited liability company


                                           By: ____________________________
------------------------------
                                           Name:
                                           Title:

                                           114-15 Guy Brewer Boulevard, LLC,
                                           a New York limited liability company


                                           By: ____________________________
------------------------------
                                           Name:
                                           Title:




                                       11


<PAGE>


State of New York :
                  : ss:
County of         :

On the ___ day of June in the year 2007 , before me, the undersigned, personally
appeared

     ,  personally  known to me or  proved  to me on the  basis of  satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their  capacity(ies),  and  that by  his/her/their  signature(s)  on the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument.


                        ________________________________________________________
                        Signature and office of individual taking acknowledgment




State of New York :
                  : ss:
County of         :

On the ___ day of June in the year 2007 , before me, the undersigned, personally
appeared

     ,  personally  known to me or  proved  to me on the  basis of  satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their  capacity(ies),  and  that by  his/her/their  signature(s)  on the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument.



                        ________________________________________________________
                        Signature and office of individual taking acknowledgment




<PAGE>

State of New York :
                  : ss:
County of         :

On the ___ day of June in the year 2007 , before me, the undersigned, personally
appeared

     ,  personally  known to me or  proved  to me on the  basis of  satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their  capacity(ies),  and  that by  his/her/their  signature(s)  on the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument.


                        ________________________________________________________
                        Signature and office of individual taking acknowledgment



State of New York :
                  : ss:
County of         :

On the ___ day of June in the year 2007 , before me, the undersigned, personally
appeared

     ,  personally  known to me or  proved  to me on the  basis of  satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their  capacity(ies),  and  that by  his/her/their  signature(s)  on the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument.


                        ________________________________________________________
                        Signature and office of individual taking acknowledgment



                                       2

<PAGE>



                                  SCHEDULE A-1


                       DESCRIPTION OF FIRST GREEN PROPERTY


                                       3
<PAGE>


                                  SCHEDULE A-2


                      DESCRIPTION OF SECOND GREEN PROPERTY



                                       4
<PAGE>


                                  SCHEDULE A-3


                         DESCRIPTION OF TRIBORO PROPERTY





                                       5
<PAGE>


                                  SCHEDULE A-4

                         DESCRIPTION OF JAMAICA PROPERTY



                                       6
<PAGE>


                                  SCHEDULE B-1


                  DESCRIPTION OF LEASE RE FIRST GREEN PROPERTY





<PAGE>


                                  SCHEDULE B-2


                  DESCRIPTION OF LEASE RE SECOND GREEN PROPERTY




                                       2
<PAGE>


                                  SCHEDULE B-3


                    DESCRIPTION OF LEASE RE TRIBORO PROPERTY





                                       3
<PAGE>


                                  SCHEDULE B-4


                     DESCRIPTION OF LEASE RE JAMAICA PROPERTY




                                       4