EXHIBIT P

TO PURCHASE AND SALE AGREEMENT

All Phases

Form of Assignment and Assumption of Purchase Agreement

ASSIGNMENT OF

PURCHASE AND SALE AGREEMENT

(                    )

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,             , a             (“Assignor”), hereby assigns, transfers and sets over to             , a             (“Assignee”), all of Assignor’s right, title and interest under that certain Purchase and Sale Agreement dated as of                    . 20    , by and between             , as Seller, and Assignor as Purchaser (the “Purchase Agreement”), in accordance with Section 13.1 of the Purchase Agreement. Assignee is an affiliate of Assignor as defined in Section 13.1 of the Purchase Agreement. Assignee hereby accepts said assignment and assumes all of Assignor’s rights and obligations under the Purchase Agreement.

EXHIBIT P