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Assignment & Assumption Of Membership Interest

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ASSIGNMENT AND ASSUMPTION
OF MEMBERSHIP INTEREST


THIS ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (this "ASSIGNMENT AND ASSUMPTION") is made as of the 23 day of January, 1997, by CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII, an Illinois limited partnership ("ASSIGNOR"), to OVERSEAS PARTNERS CAPITAL CORP., a Delaware corporation ("ASSIGNEE").


RECITALS:


A. Assignor is a Member in that certain limited liability company known AS Copley Place Associates, LLC, a Delaware limited liability company (the "COMPANY").


B. Assignor desires to transfer its entire membership interest in the Company (the "SUBJECT INTEREST") to Assignee, and Assignee desires to assume such Subject Interest, subject to the terms of this Assignment and Assumption.


NOW, THEREFORE, THESE PRESENTS WITNESS, that for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:


1 . Assignment. Assignee unconditionally assigns, conveys, transfers and sets over the Subject Interest to Assignee.


2. Assumption. Assignee hereby accepts the assignment of the Subject Interest, and assumes the performance of
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