This Agreement ("Agreement") is executed as of _________[Date], between _________, a _________ corporation ("Lender"), _________, a _________ limited partnership ("Borrower"), and _________, a _________("Manager"), with reference to the following facts:

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged here, the parties here agree as follows:

1. Manager. The Mortgaged Property shall be managed and leased by Manager, or such other person as may be approved in writing by Lender, pursuant to a management and leasing agreement approved in writing by Lender.

2. Deposits. All rents and other amounts (including without limitation security deposits, condemnation awards, and insurance proceeds) received with respect to the Mortgaged Property ("Receipts") shall be collected by Manager and any Receipts received by or currently held by Borrower shall immediately be paid to Manager. Manager shall deposit all Receipts in the Account, as defined below.

3. Assignment. Borrower, to secure its obligations under the Note and Deed of Trust (collectively, the "Secured Obligations"), does grant to Lender a security interest in, and assign and transfer to and pledge with Lender all right, title, and interest (whether legal, equitable or beneficial) of Borrower in and to the security described below (collectively, the "Account Collateral"):

4. Withdrawals.

5. Financial Reporting.

6. Power of Attorney. Borrower constitutes and irrevocably appoints Lender the true and lawful attorney of Borrower, with full power of substitution, to ask, demand, collect, receive, or receipt for any and all amounts which may be or become due and payable under the Account, to execute any and all checks, drafts, withdrawal statements, receipts, or other orders for the payment of money drawn on the Account, and to endorse the name of Borrower on all commercial paper given in payment or in part payment, and in its discretion to file any claim or take any other action or proceeding, either in its own name or in the name of Borrower or otherwise, which Lender may deem necessary or appropriate to protect and preserve the security interest of Lender under this Agreement.

7. Events of Default. As used in this Agreement, the term "Event of Default" shall mean any one or more of the following:

8. Remedies. Upon the occurrence of an Event of Default, Lender may at any time and from time to time and without demand or notice, withdraw and receive the Account Collateral up to the outstanding amount of the Secured Obligations, and apply the proceeds (including any interest) to the Secured Obligations. If there is a deficiency, Borrower covenants and agrees promptly to pay the same to Lender. Borrower acknowledges that the Account is a deposit account denominated in dollars and that a sale of it is unnecessary to establish or realize upon the value of it. Borrower agrees that the disposition of the Account Collateral as set forth above is a commercially reasonable disposition of the Account Collateral and waives any rights it may have to receive notice of any such withdrawals or disbursements or to require a sale of the Account at a public or private sale.

9. Waivers. Borrower waives any right to require Lender to (a) make or give any presentment, demands for performances, notices of nonperformance, protests, notices of protest, or notices of dishonor in connection with the Secured Obligations or the withdrawal of the Account Collateral, (b) proceed against or exhaust any other collateral, or (c) pursue any other remedy in Lender's power.

10. Termination. This Agreement shall remain in full force and effect until all Secured Obligations are indefeasibly satisfied in full.

11. Representation and Covenants. Borrower represents, warrants, and covenants that ownership of the Account Collateral is free and clear of all liens and encumbrances of any nature whatsoever and shall remain so during the term of this Agreement. Borrower will not attempt to withdraw the Account Collateral and will not attempt to amend or supplement the instructions to the Bank set forth in this Agreement and in the Notice of Security Interest without the prior written consent of Lender.

12. Acknowledgments. Borrower acknowledges and agrees that Manager was selected by it, that Lender shall not be liable for any actions or inactions of Manager, and that Lender shall not be deemed to be a mortgagee in possession by reason of its rights set forth herein. Borrower also acknowledges and agrees that nothing herein shall be deemed to modify the terms or conditions of the Note or Deed of Trust or the other documents executed in connection therewith, including, without limitation, the provisions relating to the payment of interest and the disbursement of additional loan proceeds.

13. Further Assurances. Borrower shall execute and deliver such further assignments, notices, and other documents as Lender may reasonably require from time to time to better assure, assign, and transfer to Lender the rights now or hereafter intended to be granted to Lender under this Agreement for carrying out the intention of facilitating the performance of the terms of this Assignment.

14. Costs and Expenses. All costs and expenses, including reasonable attorneys' fees, incurred or paid by Lender in exercising any right, power, or remedy conferred by this Agreement or in the enforcement thereof, shall become a part of the Secured Obligations, shall be secured by the Account Collateral, and shall be paid to Lender by Borrower immediately upon demand.

15. Miscellaneous. The rights, powers, and remedies of Lender under this Agreement shall be in addition to all rights, powers, and remedies of Lender at law or under the Deed of Trust or any other agreement or instrument. Any forbearance or failure or delay by Lender in exercising any right, power, or remedy under this Agreement shall not be deemed to be a waiver of such right, power, or remedy, and any single or partial exercise of any right, power, or remedy under this Agreement shall not preclude the further exercise of it. This Agreement and all representations and warranties, powers, and rights it contains are binding upon and shall inure to the benefit of the parties here and their respective successors and assigns.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

In witness, the parties have executed this Agreement as of the date first set forth above.

_________

By _________

_________

By _________

The undersigned is executing this Agreement as Manager to evidence its agreement to comply with the obligations of Manager set forth in Sections 2, 4 and 5 of the Agreement.

_________

By _________