Street No. Street Name Apt Unit Phone Number City State Zip Code + 4 (or Canadian Postal Code) Newton MA 02459 STEP 2 - PURCHASER Grantee !Assignee / Transferee (use new mailing address) Last Name / Entity First Name Granite Reality LLC Last Name / Entity First Name STEP 3 - REAL ESTATE M

ill due and unpaid. UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Name of Assignee (New Lienholder) By Title Signature of len o e s Representative Addres., City State Lp UNDER PENALTIES OF PERJURY, DECLARE THAT I HAVE R

ill due and unpaid. UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING DOCUMENT AND THAT THE FACTS STATED IN IT ARE TRUE. Name of Assignee (New Lienholder) By Title Signature of Lenholders Representative Address City State Zip UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAV

r and Assignee to provide such IRS tax forms and other information it requires to comply with federal and state withholding taxes on the Member's or Assignee's distributive share of taxable income or items of income and gain, as applicable, and each Member and Assignee agrees to promptly provide such req

r and Assignee to provide such IRS tax forms and other information it requires to comply with federal and state withholding taxes on the Member's or Assignee's distributive share of taxable income or items of income and gain, as applicable, and each Member and Assignee agrees to promptly provide such req

ss for a particular purpose. The Assignor hereby disclaims any and all such express and implied warranties. Effective as of the Effective Date, the Assignee accepts the assignment, transfer, set-over and conveyance of the Assigned Property, "as-is, where-is," and with all faults. This Assignment Agreem

receive such Member's interests are the persons described in Code Section 267(cX4). "Transfer" means, as a noun, a transaction by which a Member or Assignee assigns all or any portion of a Membership Interest or any interest therein to another person, and includes a sale, assignment, gift, bequest, pled

enforce payment, to give receipts, releases and 743694.1 EFTA00724765 satisfactions, and to sue, either in the name of Assignor or in the name of Assignee, for all rents and other sums payable in regard to the Leases and Lease Guaranties. 3. Until a default in the payment of any indebtedness to which

enforce payment, to give receipts, releases and 743694.1 EFTA00724772 satisfactions, and to sue, either in the name of Assignor or in the name of Assignee, for all rents and other sums payable in regard to the Leases and Lease Guaranties. 3. Until a default in the payment of any indebtedness to which

on request of Assignee, to execute and deliver to Assignee any and all documents or other instruments which may be necessary or required to perfect Assignee's title in and to the Note. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the date first above written.

nee; and (3) the Assignee is not an "S corporation" or other pass-through entity, for New York State thsconiciax_purposes. Each of the Assignor and Assignee has notified E. Zwim Partners, LLC, the general partner of the Fund (the "General Partner"), that the Assignor has agreed to assign the 970320.1 f

ights, interests, duties, obligations and liabilities in, to and under the Assigned Agreement with respect to the Aircraft to the same extent as if Assignee had originally executed the Assigned Agreement. NOW THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the

cessary in Agent's and/or such Lender's judgment), and (b) to comply with the reasonable requirements of any such Assignee in order to perfect such Assignee's Lien in the Airframe, Engines (including all associated rights associated therewith or secured thereby and the related international interests), p

cessary in Agent's and/or such Lender's judgment), and (b) to comply with the reasonable requirements of any such Assignee in order to perfect such Assignee's Lien in the Airframe, Engines (including all associated rights associated therewith or secured thereby and the related international interests), p

ecessary in Agent's and/or such Lenders judgment), and (b) to comply with the reasonable requirements of any such Assignee in order to perfect such Assignee's Lien in the Airframe, Engines (including all associated rights associated therewith or secured thereby and the related international interests), p

y of the Premises described in Exhibit D attached hereto and made a part hereof together with the adjoining submerged lands; WHERX4S, Assignor and Assignee entered into a Purchase and Sale Agreement dated as of &cf. 6cr 2.3 , 2006 ("Agreement") pursuant to which Assignee agreed that it would accept de