Common use of Sincerely, Clause in Contracts

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: _______________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- ATTENTION TO ANY DEBTOR IN BANKRUPTCY OR WHO HAS RECEIVED A DISCHARGE IN BANKRUPTCY OR WHO MAY HAVE PAID, SETTLED OR IS OTHERWISE NOT OBLIGATED: Please be advised that this letter constitutes neither a demand for payment of the captioned debt nor a notice of personal liability to any recipient hereof who: might have received a discharge of such debt in accordance with applicable bankruptcy laws or who might be subject to the automatic stay of Section 362 of the United States B▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇d, or is otherwise not obligated by law. cc: ("Special Servicer") EXHIBIT U FORM OF NOTICE OF MONITORING CERTIFICATEHOLDER [Available upon request of the Trustee] EXHIBIT V FORM OF NOTICE REGARDING PURCHASE OPTION EXERCISE [Letterhead of Master Servicer] [Date] [Option Holder] J.P. Morgan Chase Commercial Mortg▇▇▇ ▇▇▇▇▇▇▇ies Corp., Mortgage Pass-Through Certificates, Series 2001-CIBC2 ------------------------------------------------------- Ladies and Gentlemen: You are the holder of an assignable option (the "Purchase Option") to purchase Mortgage Loan number ____ from the Trust Fund, pursuant to Section 6.05 of the pooling and servicing agreement (the "Pooling and Servicing Agreement") dated as of July 1, 2001, by and among J.P. Morgan Chase Commercial Mortg▇▇▇ ▇▇▇▇▇▇▇i▇▇ ▇▇rp., as depositor, Wells Fargo Bank Minnesota, N.A., ▇▇ ▇▇ustee, First Union National Bank, as special servicer, and Midland Loan Services, Inc., as master servicer. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing Agreement. This notice is to inform you that the exercise of your Purchase Option in respect of Mortgage Loan number ___, pursuant to your Purchase Option Notice dated _________, a Maryland corporationcopy of which is attached hereto, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE is effective. Pursuant to Section 6.05(a)(v) of the Pooling and Servicing Agreement and your Purchase Option Notice, closing of [VARIABLEyour] [FIXED_________'s] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY USacquisition of Mortgage Loan number ___ shall occur within ten (10) Business Days of your receipt of this notice, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOUat the place and in the manner described below. [Describe closing mechanics. Describe documents or instruments required to be prepared by Option Holder in connection with assignment and release of the related Mortgage Loan.] Upon payment of the Option Price, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE)Mortgage Loan number ___ and the related Mortgaged Property will be released and the related Mortgage Loan File will be delivered to [you] [__________] or at [your] [_________'s] direction. Drafts of such instruments of transfer or assignment, IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------in each case without recourse, ------ VIA: reasonably necessary to vest in [you] or [________] the ownership of Mortgage Loan ____, together with [describe other documents or instruments reasonably required to consummate the purchase] should be delivered to [_______________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn: Director ] for review as soon as is practicable. [Provide Master Servicer contact information.] Please acknowledge receipt of Servicing [Note: Subject this letter by signing the enclosed copy and return it to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreementmy attention.

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- :______________________________________ Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIAOption Holder's Acknowledgment By: _____________________________ Prudential Multifamily MortgageName: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, Inc. c/o Prudential Asset Resources and that has an outstanding balance less than both (a) $20,000,000 and (b) 5% of outstanding pool balance To: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Commercial ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Texas 75201 Attn▇.A., in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of July 1, 2004 (the "Pooling and Servicing Agreement"), among the Master Servicer, Midland Loan Services, Inc., as Special Servicer, and Wells Fargo Bank, N.A., as Trustee and REMIC Administrator. Date: Director _________, 20___ Re: Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates Series 2004-3 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ ____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: Subject all terms in this Certification must be conformed to change terms used in the event Lender or its address changesPooling and Servicing Agreement] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby:

Sincerely,. BORROWEREXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: BRE-FMCF, LLC, a Delaware limited liability company ByNorth ▇▇▇▇▇▇▇ Partners 99 Limited Partnership Dear Ladies and Gentlemen: BRE PropertiesThe undersigned Developers & Associates, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREEhereinafter referred to as "Contractor"), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(bhas furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") ARE SATISFIEDin connection with the improvement of certain real property known as _______________ located in ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ County, South Dakota (hereinafter known as the "Apartment Housing"). REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the contract for Work performed for North ▇▇▇▇▇▇▇ Partners 99 Limited Partnership is paid in full. o Contractor acknowledges that North ▇▇▇▇▇▇▇ Partners 99 Limited Partnership is not in violation with terms and conditions of the contractual documents related to the Apartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: COMPANY) By:_________________________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 AttnTitle:______________________________ EXHIBIT G TO THE PARTNERSHIP DEPRECIATION SCHEDULE Real Property: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and between the undersigned Use Modified Accelerated Cost Recovery System ("BorrowerMACRS") and Lender 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System (as amended from time to time, the "Master AgreementADS") Ladies and Gentlemen: This constitutes a Facility Termination Request 40 year straight-line depreciation if required pursuant to the terms Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of the abovedevelopment fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-referenced Master year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement.. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to handle raw sewage o Interest expense capitalized and related to any of the above costs o The prorata portion of the general contractor/construction company profit, overhead, and general requirements and conditions allocable to items with a 15-year cost recovery period o The prorata portion of the developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of costs of sanitary sewer system and water utility/distribution system, including the sewer system outside the buildings - the following costs have a 20-year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. BORROWER: BRE-FMCFTHE FIRST NATIONAL BANK OF BOSTON, LLC, a Delaware limited liability company as Collateral Agent By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: _______________________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 AttnName: Director of Servicing _____________________________ Title:_____________________________ ACKNOWLEDGMENT OF RECEIPT [NoteCertificating Custodian] By: Subject to change in the event Lender or its address changes_______________________________ Name: _____________________________ Title:_____________________________ Date: ATTACHMENT 7-E -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] BAILEE LETTER ------------- (Agency Pool Formation During Positive Security Period) [Certificating Custodian] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility AgreementHonolulu Mortgage Company, dated as Inc. Shipment of May 2Mortgage Loans for Pool Formation --------------------------------------------- Attached please find those mortgage loans listed separately on the attached schedule (the "Mortgage Loans"), 2003which are owned by Honolulu Mortgage Company, by and between Inc. (the undersigned ("BorrowerCompany") and Lender are being delivered to you, as custodian/trustee (the "Certificating Custodian"), for certification in connection with the formation of a Mortgage Loan pool supporting the issuance of a mortgage-backed security (the "Mortgage-Backed Security") described as follows: _____________________________________. Please return to the undersigned within ten (10) days after receiving such documentation, either (A) evidence of each Montage Loan's initial certification for inclusion in a Mortgage Loan pool or (B) all documentation relating to such Mortgage Loan if such Mortgage Loan is not initially certified. In addition, please immediately return to the undersigned all documentation relating thereto to the Collateral Agent if (x) such Mortgage Loan is initially certified but it is subsequently determined that such Mortgage Loan is not suitable for inclusion in a Mortgage Loan pool supporting a Mortgage-Backed-Security prior to the issuance of such Mortgage-Backed Security or (y) no Mortgage-Backed Security supported by a pool including such Mortgage Loan has been issued within forty-five (45) days of your receipt of such documentation. In no event shall any Mortgage Loan be returned or proceeds relating thereto be remitted to the Company. If you are unable to comply with the above instructions, please so advise the undersigned immediately. Sincerely, THE FIRST NATIONAL BANK OF BOSTON, as Collateral Agent By: _______________________________ Name: Title: ACKNOWLEDGE OF RECEIPT [Certificating Custodian] By: _______________________________ Name: Title: Date: ATTACHMENT 7-F -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] BAILEE LETTER ------------- (Eligible Early Buyout Advance Receivables During Negative Security Period) [Name of Attorney or Title Company] Re: Honolulu Mortgage Company, Inc. Shipment of Mortgage Loans for Foreclosure Proceedings Attached please find those Mortgage Loans listed separately on the attached schedule, which are owned by Honolulu Mortgage Company, Inc. (the "Company") and are being delivered to you, as agent and bailee (the "Bailee"), in connection with a request by the Company to the Bailee to commence foreclosure proceedings. The Mortgage Loans constitute a portion of the Collateral under (and as the term "Collateral" and capitalized terms not otherwise defined hereunder are defined in) that certain Amended and Restated Security and Collateral Agency Agreement (as amended amended, supplemented or otherwise modified from time to time, the "Master Agreement") Ladies ), dated as of January 31, 1997, by and Gentlemen: This constitutes among the Grantor, The Chase Manhattan Bank, as Administrative Agent, and The First National Bank of Boston, as Collateral Agent. Each of the Mortgage Loans is subject to a Facility Termination Request pursuant security interest in favor of the Collateral Agent for the benefit of the Secured Parties, which security interest shall be automatically released upon the consummation of the foreclosure sale. Upon such sale, the proceeds thereof shall be subject to a lien in favor of the Collateral Agent for the benefit of the Secured Parties. Pending receipt of such proceeds, the aforesaid security interest in each Mortgage Loan will remain in full force and effect, and you shall hold possession thereof and the documentation evidencing such Mortgage Loans in trust and as custodian, agent and bailee for and on behalf of the Secured Parties. Please return to the terms undersigned within 45 days after receiving such documentation, either (A) evidence of the above-referenced Master Agreementcompletion of the foreclosure proceedings in respect of such Mortgage Loan or (B) all documentation relating to such Mortgage Loan if such foreclosure proceedings have not been completed. In no event shall any Mortgage Loan be returned or proceeds relating thereto be remitted to the Company. Please segregate and properly identify all such documentation as collateral of the Secured Parties that secures the Secured Obligations. If you are unable to comply with the above instructions, please so advise the undersigned immediately.

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- :____________________________________ Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIAOption Holder's Acknowledgment By: _______________________________ Prudential Multifamily MortgageName: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) $35,000,000 and (b) 5.0% of outstanding pool balance To: Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. c/o Prudential Asset Resources 55 Water Street New York, New York 10041 Attn: Commercial ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Texas 75201 AttnNational Association, in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of December 1, 2007 (the "Pooling and Servicing Agreement"), among the Master Servicer, Centerline Servicing Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee, and LaSalle Bank National Ass▇▇▇▇▇ion, as Certificate Administrator and REMIC Administrator. Date: Director _________, 20___ Re: Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates Series 2007-5 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: Subject all terms in this Certification must be conformed to change terms used in the event Lender or its address changesPooling and Servicing Agreement] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby:

Sincerely,. BORROWERSIGNATURE ---------------------------------- TITLE ---------------------------------- DATE EXHIBIT C COMPLIANCE CERTIFICATE TO: BRE-FMCFSILICON VALLEY BANK FROM: VISUAL NETWORKS, LLCINC. The undersigned Responsible Officer of VISUAL NETWORKS, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN INC. certifies that under the terms and conditions of the Accounts Receivable Financing Agreement between Borrower and Lender (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREEthe "Agreement"), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b(i) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: ________Borrower is in complete compliance for the period ending _______________ Prudential Multifamily Mortgagewith all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, Inc. cand that compliance is determined not just at the date this certificate is delivered. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/o Prudential Asset Resources ▇NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements with CC Monthly within 30 days Yes No Annual (CPA Audited) with CC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallashin 90 days Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Monthly Basis: Minimum Quick Ratio (monthly) .90:1.0 through 6/30/01 _____:1.0 Yes No 1.0:1.0 thereafter _____:1.0 Yes No Maximum Net Loss/Profit (quarterly): ($* ) ($_________) Yes No *(i) ($19,500,000.00) for the quarter ending 12/31/00; *(ii) ($7,250,000.00) for the quarter ending 3/31/01; *(iii) ($3,500,000.00) for the quarter ending 6/30/01; *(iv) ($1,250,000.00) for the quarter ending 9/30/01; *(v) $1,000,000.00 for the quarter ending 12/31/01; *(vi) a quarterly net profit of $1.00 thereafter. COMMENTS REGARDING EXCEPTIONS: See Attached, Texas 75201 Attn: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreementif any.

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: ____________________________________ Prudential Multifamily MortgageName: Title: Option Holder's Acknowledgment By: _______________________________ Name: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) $35,000,000 and (b) 5.0% of outstanding pool balance To: Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. c/o Prudential Asset Resources 55 Water Street New York, New York 10041 Attn: Commercial M▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Texas 75201 Attn: Director of ▇▇tional Association, in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2March 1, 20032008 (the "Pooling and Servicing Agreement"), by among the Master Servicer, LNR Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee, and between LaSalle Bank National Asso▇▇▇▇▇on, as Certificate Administrator and REMIC Administrator. Date: _________, 20___ Re: Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2008-LS1 Mortgage Loan (the undersigned ("BorrowerMortgage Loan") and Lender (as amended from time to time, identified by loan number _____ on the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ ____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms of used but not defined herein have the above-referenced meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: all terms in this Certification must be conformed to terms used in the Pooling and Servicing Agreement] As Master Servicer under the Pooling and Servicing Agreement., we hereby:

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: __________________________________________ Prudential Multifamily MortgageName: Title: Option Holder's Acknowledgment By: ______________________________________ Name: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, Inc. c/o Prudential Asset Resources and that has an outstanding balance less than both (a) $20,000,000 and (b) 5% of outstanding pool balance To: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Commercial M▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Texas 75201 Attn▇.A., in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of June 1, 2005 (the "Pooling and Servicing Agreement"), among Banc of America Commercial Mortgage Inc., as Depositor, the Master Servicer, Midland Loan Services, Inc., as Special Servicer, LaSalle Bank National Association, as Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal Agent. Date: Director _________, 20___ Re: Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates Series 2005-2 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ ____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: Subject all terms in this Certification must be conformed to change terms used in the event Lender or its address changesPooling and Servicing Agreement] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby:

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 Exhibit E EXHIBIT P F TO MASTER CREDIT FACILITY THE PARTNERSHIP AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLECONTRACTOR'S CERTIFICATE] [FIXEDContractor's Letterhead] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US_______________, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU200____ WNC Housing Tax Credit Fund VI, WITHIN FIFTEEN L.P., Series 9 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Mendota I Limited Partnership Ladies and Gentlemen: The undersigned Star General Contractors, L.L.C. (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREEhereinafter referred to as "Contractor"), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(bhas furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") ARE SATISFIEDin connection with the improvement of certain real property known as _______________ Apartments located in ____________ County, Illinois (hereinafter known as the "Apartment Housing"). REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUESTContractor makes the following representations and warranties regarding Work at the Apartment Housing. --------------------o Work on said Apartment Housing has been performed and completed in accordance with the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the contract for Work performed for Partnership is paid in full. o Contractor acknowledges Partnership is not in violation with terms and conditions of the construction documents related to the Apartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. Exhibit F STAR GENERAL CONTRACTORS, ------ VIA: L.L.C. By:______________________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 AttnName: Director of Servicing [Note____________________ Title: Subject to change in the event Lender or its address changes] Re____________________ Exhibit F EXHIBIT G TO THE PARTNERSHIP AGREEMENT DEPRECIATION SCHEDULE Real Property: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and between the undersigned Use Modified Accelerated Cost Recovery System ("BorrowerMACRS") and Lender 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System (as amended from time to time, the "Master AgreementADS") Ladies and Gentlemen: This constitutes a Facility Termination Request 40 year straight-line depreciation if required pursuant to the terms Agreement. Real property includes buildings and building improvements. Personal Property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wiring in computer rooms The following costs have a 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of the abovedevelopment fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Exhibit G Land improvements Cost Recovery: Use 15-referenced Master year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement.. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to handle raw sewage o Interest expense capitalized and related to any of the above costs o The prorata portion of the general contractor/construction company profit, overhead, and general requirements and conditions allocable to items with a 15-year cost recovery period o The prorata portion of the developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of costs of sanitary sewer system and water utility/distribution system, including the sewer system outside the buildings: the following costs have a 20-year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Water meter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves Exhibit G o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings Exhibit G EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200__ ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. BORROWERPENWEST PHARMACEUTICALS CO. By --------------------------------- Name ------------------------------- Title ------------------------------ SCHEDULES TO COMPLIANCE CERTIFICATE Schedule 1 - Non-Compliance with Covenants Schedule 2 - Business Locations and Names of Borrowers and Guarantors Schedule 3 - Tax Liens; Unpaid Tax or Withholding Obligations Schedule 4 - List of all Deposit Accounts and Securities Accounts of Borrowers and Guarantors Schedule 5 -Pending Litigation; Inquiries or Investigations; Defaults under Material Contracts Schedule 6 - Newly Acquired Intellectual Property and Intellectual Property Licenses Schedules to Compliance Certificate of Credit and Security Agreement (▇▇▇▇▇▇▇ ▇▇▇▇▇ LOGO) EXHIBIT C TO CREDIT AND SECURITY AGREEMENT [RESERVED] Exhibit C to Credit and Security Agreement (▇▇▇▇▇▇▇ ▇▇▇▇▇ LOGO) EXHIBIT D TO CREDIT AND SECURITY AGREEMENT (NOTICE OF BORROWING) BORROWER REPRESENTATIVE DATE: BRE-FMCF___________, LLC______ This certificate is given by ____________________, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN Responsible Officer of Penwest Pharmaceuticals Co. (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE"BORROWER REPRESENTATIVE"), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(bpursuant to Section 2.1(b)(i) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------of that certain Credit and Security Agreement dated as of March ___, ------ VIA: 2007 among Borrower Representative, ________________________ Prudential Multifamily Mortgageand any additional Borrower that may be a party thereto or from time to time be added thereto (collectively, Inc. c/o Prudential Asset Resources "BORROWERS"), the Lenders from time to time party thereto and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Capital, a division of ▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇▇ Business Financial Services Inc., Texas 75201 Attn: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender Administrative Agent for Lenders (as amended such agreement may have been amended, restated, supplemented or otherwise modified from time to time, time the "Master CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement". The undersigned Responsible Officer hereby gives notice to Administrative Agent of Borrower Representative's request to on ________________ ___, 2007 borrow _____________________ Dollars ($_____________) Ladies of the Term Loan. The undersigned officer hereby certifies in his or her capacity as an officer of the Borrower Representative that, both before and Gentlemen: This constitutes a Facility Termination Request pursuant after giving effect to the terms request above (a) each of the above-referenced Master Agreementconditions precedent set forth in Sections 7.1 and 7.2 have been satisfied, (b) all of the representations and warranties contained in the Credit Agreement and the other Financing Documents are true, correct and complete in all respects (or in all material respects if such representation, warranty, certification or statement is not by its terms already qualified as to materiality) as of the date hereof, except to the extent such representation or warranty relates to a specific date, in which case such representation or warranty is true, correct and complete in all respects (or in all material respects if such representation, warranty, certification or statement is not by its terms already qualified as to materiality) as of such earlier date, and (c) no Default or Event of Default has occurred and is continuing on the date hereof.

Sincerely,. BORROWER: BRE-FMCFPACKETEER, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member INC. By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 Date: ----------------------------- BANK USE ONLY RECEIVED BY: ---------------------- DATE: ----------------------------- REVIEWED BY: ---------------------- 29 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY USD COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU▇▇ ▇▇▇▇▇ ▇▇OM: PACKETEER, WITHIN FIFTEEN INC. The undersigned authorized officer of PACKETEER, INC. (15"Borrower") BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST certifies that under the terms and conditions of the Export-Import Bank Loan and Security Agreement between Borrower and Bank (OR ON SUCH OTHER DATE AS WE MAY AGREEthe "Agreement"), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b(i) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: ________Borrower is in complete compliance for the period ending _______________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn: Director of Servicing [Note: Subject to change with all required covenants except as noted below and (ii) all representations and warranties in the event Lender Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Responsible Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as footnotes. The Responsible Officer acknowledges that no borrowings may be requested at any time or date of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to determination that Borrower is not in compliance with any of the terms of the above-referenced Master Agreement., and that compliance is determined not just at the date this certificate is delivered. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements Monthly within 30 days Yes No +Comp. Cert Annual (Audited) FYE within 120 days Yes No A/R & A/P Agings + BBC Monthly within 20 days Yes No Inventory Schedules Monthly within 20 days Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Monthly Basis: Minimum Adjusted Quick Ratio 1.35 : 1.00 ______: 1.00 Yes No Max. losses Quarterly $_________ Yes No Losses not to exceed: $3,200,000 for the quarter Yes No ending 12/31/98; $2,200,000 for the quarter ending 3/31/99; $1,600,000 for the quarter ending 6/30/99; and $600,000 for the quarter ending 9/30/99

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties-------------------------------------- Name: Title: Option Holder's Acknowledgment By: -------------------------------------- Name: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) $20,000,000 and (b) 5% of outstanding pool balance To: Standard & Poor's Ratings Services a division of The McGraw-Hill Companies, Inc. 55 Water Street New York, New Yo▇▇ ▇▇▇▇▇ Attn: Commercial ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇ational Association, in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of August 1, 2006 (the "Pooling and Servicing Agreement"), among the Master Servicer, LNR Partners, Inc., a Maryland corporationas Special Servicer and Wells Fargo Bank, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY USN.A., AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIEDas Trustee and REMIC Administrator. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIADate: _________, 20___ Re: Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates Series 2006-3 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn: Director of ____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: Subject all terms in this Certification must be conformed to change terms used in the event Lender or its address changesPooling and Servicing Agreement] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby:

Sincerely,. BORROWER: BREs/ Lee A. Merkle-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: _______________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources Raymond ------------------------------ Lee A. Merkle-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇t National Bank Accepted and ▇▇▇▇▇▇: /▇/ ▇▇▇▇▇▇ ▇. DeSantis ------------------------------ Robert J. DeSanti▇, Texas 75201 Attn▇▇▇ ▇▇▇.▇▇▇, ▇▇c. cc: Director Geoff Fletcher, CF▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇nture ▇▇▇▇▇▇▇s: via fa▇: ▇▇▇.▇▇▇.▇▇78 DSL.NET, INC. SUMMARY OF TERMS AND CONDIT▇▇▇▇ FOR PROPOSED $15,000,000 SENIOR REVOLVING CREDIT FACILITY WITH VANTAGEPOINT AND COLUMBIA CAPITAL GUARANTEES OCTOBER 9, 2002 -------------------------------------------------------------------------------- THE PROPOSED TERMS AND CONDITIONS ARE PROVIDED FOR DISCUSSION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER, AGREEMENT OR COMMITMENT TO LEND. THE ACTUAL TERMS AND CONDITIONS UPON WHICH FLEET NATIONAL BANK MIGHT EXTEND CREDIT TO THE BORROWER ARE SUBJECT TO SATISFACTORY COMPLETION OF DUE DILIGENCE, SATISFACTORY REVIEW OF DOCUMENTATION AND SUCH OTHER TERMS AND CONDITIONS AS ARE DETERMINED BY FLEET NATIONAL BANK AND ITS COUNSEL. FACILITY: $15,000,000 committed revolving line of Servicing [Notecredit. BORROWER: Subject DSL.net, Inc. GUARANTORS: VantagePoint Venture ▇▇▇▇▇▇rs III (Q), L. P. and/or Columbia Capital Partners Funds II and III. Guarantees will be in form acceptable to change in Fleet. AVAILABILITY: Availability will be subject to guarantees from the event Lender or its address changes] ReGuarantors for the amount of outstanding loans. TENOR/REPAYMENT: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility AgreementLoans can be borrowed, dated as of May 2, 2003, by repaid and between re-borrowed for two years from the undersigned ("Borrower") and Lender (as amended from time to time, closing date. Any borrowings which remain outstanding on the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms second anniversary of the above-referenced Master Agreementclosing date will be repaid in 12 equal quarterly installments; the balance will be repaid to $0.00 upon the fifth anniversary of the closing date.

Sincerely,. BORROWERBy ------------------------------------- Name ----------------------------------- Title ---------------------------------- SCHEDULES TO COMPLIANCE CERTIFICATE Schedule 1 - Non-Compliance with Covenants Schedule 2 - Business Locations and Names of Borrowers and Guarantors Schedule 3 - Tax Liens; Unpaid Tax or Withholding Obligations Schedule 4 - List of all Deposit Accounts and Securities Accounts of Borrowers and Guarantors Schedule 5 - Pending Material Litigation; Defaults under Material Contracts Schedule 6 - Newly Acquired Intellectual Property Licenses EXHIBIT C TO CREDIT AND SECURITY AGREEMENT [RESERVED] EXHIBIT D TO CREDIT AND SECURITY AGREEMENT (NOTICE OF BORROWING) BORROWER REPRESENTATIVE DATE: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: __________ This certificate is given by _______________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources a Responsible Officer of Insulet Corporation ("BORROWER REPRESENTATIVE"), pursuant to Section 2.1(b)(i) of that certain dated as of December 27, 2006 among Borrower Representative, Sub-Q Solutions, Inc., and any additional Borrower that may be a party thereto or from time to time be added thereto (collectively, "BORROWERS"), the Lenders from time to time party thereto and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Capital, a division of ▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇▇ Business Financial Services Inc., Texas 75201 Attn: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender Administrative Agent for Lenders (as amended such agreement may have been amended, restated, supplemented or otherwise modified from time to time, time the "Master CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement". The undersigned Responsible Officer hereby gives notice to Administrative Agent of Borrower Representative's request to on December 27, 2006 borrow Thirty Million Dollars ($30,000,000) Ladies of the Term Loan. The undersigned officer hereby certifies that, both before and Gentlemen: This constitutes a Facility Termination Request pursuant after giving effect to the terms request above (a) each of the above-referenced Master Agreementconditions precedent set forth in Section 7.1 and 7.2 have been satisfied, (b) all of the representations and warranties contained in the Credit Agreement and the other Financing Documents are true, correct and complete in all material respects as of the date hereof, except to the extent such representation or warranty relates to a specific date, in which case such representation or warranty is true, correct and complete as of such earlier date, and (c) no Default or Event of Default has occurred and is continuing on the date hereof.

Sincerely,. BORROWER: BRE-FMCFNATIONAL CITY BANK OF KENTUCKY, LLC, a Delaware limited liability company as Collateral Agent By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- :________________________________ Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA:_____________________________ Address: _________________________ Prudential Multifamily Mortgage_________________________ _________________________ ACKNOWLEDGEMENT OF RECEIPT [Certificating Custodian] By:_______________________________ Name:_____________________________ Title_____________________________ Date:_____________________________ EXHIBIT 6 TO SECURITY AGREEMENT FORM OF CUSTODIAL AGREEMENT (With Operating Instructions Attached) _______________, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas199_ _________________________ _________________________ _________________________ Re: Source One Mortgage Services Corporation Ladies and Gentlemen: The undersigned, Texas 75201 Attn: Director National City Bank of Servicing [Note: Subject to change Kentucky (the "Collateral Agent") acts in the event Lender or its address changes] Recapacity as Collateral Agent pursuant to: FACILITY TERMINATION REQUEST issued pursuant to Master (1) that certain Fourth Amended and Restated Revolving Credit Facility Agreement, Agreement dated as of May 2July 10, 2003, by and between the undersigned ("Borrower") and Lender 1998 (as amended from time to time, the "Master Credit Agreement", and as capitalized terms not otherwise defined herein are used with the same meaning as in the Credit Agreement) by and among SOURCE ONE MORTGAGE SERVICES CORPORATION (the "Company"), the lenders participating therein (collectively, the "Lenders"), and the FIRST NATIONAL BANK OF CHICAGO, as agent for the Lenders (the "Credit Agent"), and (2) that certain Fourth Amended and Restated Security and Collateral Agency Agreement (as amended from time to time, the "Security Agreement") Ladies dated concurrently therewith among the Collateral Agent, the Company and Gentlemen: the Credit Agent. The Collateral Agent represents and confirms that it has the power and authority under the Credit Agreement and the Security Agreement to execute this Custodial Agreement. The Collateral Agent may execute any of its duties hereunder by or through agents or attorneys-in-fact of whose appointment you have been notified in writing. The Collateral Agent hereby appoints you and you hereby accept appointment to act as agent, custodian and bailee for the benefit of the Secured Parties (as defined in the Security Agreement) (in such capacity, the "Approved MBS Custodian"). In such capacity, you agree to accept delivery only on a free basis of certain mortgage-backed securities delivered to you from time to time identified in a letter in the form attached hereto as Exhibit A (all such mortgage-backed securities delivered to you and so identified being referred to herein as "Subject Securities"). This constitutes Custodial Agreement governs your rights and responsibilities as Approved MBS Custodian with respect to all Subject Securities. The Collateral Agent hereby directs you, as Approved MBS Custodian, to hold or dispose of Subject Securities deposited with you only in accordance with the instructions of a Facility Termination Request person described as an "Authorized Collateral Agent Representative" on a schedule from time to time delivered to you by the Collateral Agent (the initial list of such persons being attached hereto as Schedule I) or otherwise as expressly permitted hereunder, including without limitation the Company's right to direct the sale or disposition of the Subject Securities as described in the following paragraph. You are authorized, directed and instructed to act upon all instructions from persons reasonably believed by you to be genuine and authorized. Any instruction given hereunder may, in your discretion, be by telegraph, cable, facsimile or electronic communication which is received by you. All Subject Securities are to be held by you in a custodial account (Account No. __________) maintained with you (the "MBS Custodial Account"). Unless and until you have received written notice to the contrary from the Collateral Agent at the direction of the Required Lenders (which notice may be by facsimile transmission) following an Event of Default, you may from time to time deliver Subject Securities at the direction of the Company, to, but only to, Approved Investors (as listed on a schedule of "Approved Investors" delivered to you from time to time by an Authorized Collateral Agent Representative) against payment of the purchase price therefor. Notwithstanding the preceding sentence, even after your receipt of notice from the Collateral Agent that an Event of Default exists, you may deliver Subject Securities at the direction of the Company, but only to Approved Investors pursuant to then-existing Approved Investor Commitments. The proceeds of the sale or other disposition of all Subject Securities are to be held by you in an account (Account No. __________) maintained with you (the "Custodian Settlement Account") and transferred by the end of each Business Day to Account No. 19-19210 maintained in the Credit Agent's name at The First National Bank of Chicago (the "Settlement Account") as follows: ______________________________ ______________________________ ______________________________ By executing this Custodial Agreement the Company confirms and the Collateral Agent and the Company notify you that the Company has assigned and granted to the Collateral Agent a security interest in and lien upon all now existing and hereafter arising right, title and interest of the Company in the MBS Custodial Account, the Custodian Settlement Account and the Settlement Account and in any and all investments and proceeds at any time held therein. Unless and until you have received written notice from an Authorized Collateral Agent Representative (which notice may be by facsimile transmission) that there has occurred an Event of Default or Default, you may, at your election, elect to make advances against Subject Securities held by you in the MBS Custodial Account pending their sale and delivery to a purchaser thereof, in accordance with a repo line of credit established between you and the Company; provided, however, that: (1) any such repo line of credit shall be on terms and conditions customary for similar lines of credit which you provide to customers, including, without limitation, as to advance rate and interest charge; (2) all advances to the Company under such repo line of credit (each, a "Repo Advance") shall be transferred to the Custodian Settlement Account; and (3) you hereby waive any and all rights of offset, counterclaim or other recoupment rights which you may have with respect to any Repo Advance against the MBS Custodial Account, the Custodian Settlement Account and any Subject Securities or proceeds thereof at any time held therein (other than the Subject Securities which are the subject of the Repo Advance). If, but only if and only to the extent there has been transferred to the Custodian Settlement Account the proceeds of a given Repo Advance, the rights of the Collateral Agent in the Subject Securities which are the subject of the Repo Advance are hereby automatically subordinated to your rights therein as collateral security for the repayment of such Repo Advance, and upon receipt of such proceeds in the Settlement Account, such rights of the Collateral Agent shall be automatically released. You shall be under no duty to take or omit to take any action with respect to Subject Securities, except as specifically set forth in this Agreement and the Operating Instructions attached hereto as Exhibit B, unless specifically otherwise directed by the Collateral Agent and agreed to by you in writing. In the event that you shall be uncertain as to your duties or rights hereunder, you shall be entitled to refrain from taking any action until you shall be directed otherwise by an order of a court of competent jurisdiction. In case you should agree to our request and on our behalf to appear in, prosecute or defend any legal or equitable proceeding either in your own name or in the name of your nominee, you shall first be indemnified to your satisfaction (other than against your gross negligence and willful misconduct). By accepting delivery of any Subject Security, you shall be deemed to have agreed to hold such Subject Security as Approved MBS Custodian hereunder, free and clear of all liens, claims, interests and rights of offset in your favor or in favor of persons claiming through you, subject only to the rights with respect to Repo Advances described above. Until you have been notified in writing (including by telecopier) by an Authorized Collateral Agent Representative of the occurrence of an Event of Default, you are hereby authorized to return Subject Securities to the issuer/transfer agent therefor at the Company's written request in connection with the reissuance thereof in smaller denominations; provided, however, that any delivery of Subject Securities for reissuance shall be covered by a transmittal letter or other written agreement instructing that the reissued securities be returned directly to you. In this connection, we acknowledge familiarity with the current securities industry practice of delivering physical securities against later payment on the delivery date. Notwithstanding our instructions to deliver Subject Securities against payment, you are authorized to make delivery of such physical securities against a temporary receipt (sometimes called a "window ticket") in lieu of payment. You agree to use your best efforts to obtain payment therefor during the same business day, but we confirm our assumption of all risks of payment for such deliveries. You may accept certified checks in payment for Subject Securities delivered on the Company's instruction and you shall not be responsible for the risks of collectability of any such checks. YOU ARE HEREBY IRREVOCABLY INSTRUCTED BY THE COMPANY AND THE COLLATERAL AGENT THAT ALL PROCEEDS RECEIVED FROM THE SALE OR OTHER DISPOSITION OF SUBJECT SECURITIES AND ALL REPO ADVANCES, UNTIL OTHERWISE NOTIFIED IN WRITING BY THE COLLATERAL AGENT, SHALL BE WIRED TO THE SETTLEMENT ACCOUNT AS PROVIDED ABOVE. You will provide to the Collateral Agent on a daily basis at or before 9:30 a.m. (Chicago time) a report of the prior day's activity with respect to the MBS Custodial Account, the Custodian Settlement Account and Repo Advances made by you hereunder. You shall not be liable or accountable for any act or omission of brokers, dealers or agents in connection with this Custodial Agreement. In carrying out your duties hereunder, you may use such methods or agencies as you determine in your sole discretion, including your own facilities. You shall maintain regular business records documenting all instructions transmitted to you through any authorized means and any response by you. You are authorized to electronically record any telephone communications with the Company or the Collateral Agent arising out of this Custodial Agreement. Your records shall be determinative of the form, content and time of all the Company's and Collateral Agent's instructions and any response from you. The record of each instruction and any response thereto shall be retained by you for at least ninety (90) days following the date of the instruction. Any claim against you for failure to properly follow an instruction transmitted by the Company or the Collateral Agent must be made in writing and received by you within sixty (60) days after the date such instruction was received by you. You shall give the Subject Securities that come into your possession under this Custodial Agreement the same physical care and safeguards as are afforded similar property owned by you; provided, however, your responsibility hereunder is limited to losses occasioned directly by the gross negligence or willful misconduct of your employees, to the extent of the market value of the Subject Securities at the date of the discovery of such loss. With respect to any Subject Securities which you deliver for us to a third party, and with respect to such delivery, you shall be deemed no more than an "intermediary" as referenced in Section 8-306(3) of the New York Uniform Commercial Code, and the only warranty given by you shall be the warranty provided in said Section 8-306(3). In no event shall you be liable for any indirect, special or consequential loss, even if you have been advised of the possibility of such loss. You may, at your option, make arrangements for insuring yourselves against loss from any cause, but you shall not be under any obligation to insure for our benefit. Except as expressly set forth above with respect to advances made by you in connection with "late deliveries" and Repo Advances, none of the Subject Securities held in the MBS Custodial Account, the funds held at any time in the Custodian Settlement Account, the Subject Securities or any proceeds of the sale or other disposition thereof will be subject to any right, charge, security interest, lien, encumbrance or claim of any kind in your or your creditors' favor. Any claims for the payment of fees with respect to the safe custody or administration of Subject Securities or for compensation, expenses, commitments made by you upon instructions of the Collateral Agent, reimbursement of taxes incurred by you for the account of the Collateral Agent, any penalties incurred by or levied or assessed against you resulting from the Collateral Agent's improper or incorrect instructions, or other liabilities of the Collateral Agent to you, and for indemnity against any claim or liability to which you are subjected by reason of any registration of Subject Securities shall be enforceable solely against the Company and none of the Collateral Agent, the Credit Agent or any Secured Party shall have any responsibility therefor (except to the extent any of the foregoing are due to the gross negligence or willful misconduct of the Collateral Agent, the Credit Agent or any Secured Party, as applicable). The Collateral Agent and the Company agree to make no claim against you except for any such claims or liabilities arising, or claimed to have arisen, as a result of your gross negligence or willful misconduct. The Operating Instructions attached hereto are hereby made part hereof and any and all capitalized terms defined herein shall have the same meaning when used therein. This Custodial Agreement contains the whole of the understanding between you and the Collateral Agent concerning the subject matter hereof and no provision hereof shall be modified or altered except in a writing signed by both you and the Collateral Agent. This Custodial Agreement shall be governed by the laws of the State of New York and shall be binding upon the Collateral Agent and upon its successors and assigns and shall inure to your benefit and your successors and assigns and shall be deemed continuing until terminated by either the Collateral Agent or you upon at least sixty (60) days prior written notice to the other. This letter is made in triplicate and will become an agreement between you and the Collateral Agent upon your acceptance hereof in the space provided below at your offices in the State of New York. NATIONAL CITY BANK OF KENTUCKY, as Collateral Agent By:________________________________ Title:_____________________________ AGREED TO AND ACCEPTED: _________________________, as Approved MBS Custodian By:______________________ Name:____________________ Title:___________________ ACKNOWLEDGEMENT AND AUTHORIZATION The Company approves the foregoing Custodial Agreement and authorizes the Approved MBS Custodian to act in accordance with the terms thereof. The Company agrees to be bound by the terms of the above-referenced Master Custodial Agreement (including all Exhibits thereto) to the same extent as if a party thereto. The Company agrees to indemnify the Approved MBS Custodian for, and hold the Approved MBS Custodian harmless against, any loss, liability or expense in connection with, arising out of or in any way related to the transaction contemplated and relationship established by the Custodial Agreement., or any action or omission by the Approved MBS Custodian in connection with the Custodial Agreement, or any agent, broker or dealer employed by the Approved MBS Custodian hereunder, including the reasonable costs and expenses incurred in defending any such claim of liability, except that the Company shall not be liable for (i) any loss, liability or expense that is determined by a judgment of a court of competent jurisdiction that is binding on the Approved MBS Custodian, final and not subject to review on appeal, to be the direct result of acts or omissions on the Approved MBS Custodian's par

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- :______________________________ Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIAOption Holder's Acknowledgment By: ___________________________ Prudential Multifamily MortgageName: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) $35,000,000 and (b) 5.0% of outstanding pool balance To: Standard & Poor's Ratings Services a division of The McGraw Hill Companies, Inc. c/o Prudential Asset Resources 55 Water Street New York, New York 10041 Attn: Commercial ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Texas 75201 Attn▇ational Association, in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of June 1, 2007 (the "Pooling and Servicing Agreement"), among the Master Servicer, LNR Partners, Inc., as Special Servicer, and Wells Fargo Bank, N.A., as Trustee and REMIC Administrator. Date: Director _________, 20___ Re: Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-2 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ ____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: Subject all terms in this Certification must be conformed to change terms used in the event Lender or its address changesPooling and Servicing Agreement] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby:

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- :____________________________________ Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIAOption Holder's Acknowledgment By: _______________________________ Prudential Multifamily MortgageName: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) 20,000,000 and (b) 5% of outstanding pool balance To: Standard & Poor's Ratings Services a division of The McGraw-Hill Companies, Inc. c/o Prudential Asset Resources 55 Water Street New York, New Y▇▇▇ ▇▇▇▇▇ Attn: Commercial ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Texas 75201 AttnNational Association, in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of February 1, 2007 (the "Pooling and Servicing Agreement"), among the Master Servicer, LNR Partners, Inc., as Special Servicer, and LaSalle Bank National Association, as Trustee and REMIC Administrator. Date: Director _________, 20___ Re: Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates Series 2007-1 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ ____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: Subject all terms in this Certification must be conformed to change terms used in the event Lender or its address changesPooling and Servicing Agreement] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby:

Sincerely,. BORROWER: BRE-FMCFTHE FIRST NATIONAL BANK OF BOSTON, LLC, a Delaware limited liability company as Collateral Agent By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: _____________________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Name: ___________________________ Title:___________________________ IRREVOCABLY ACKNOWLEDGED AND AGREED TO: --------------------------------- [Type name of Approved Investor] By: _____________________________ Name: ___________________________ Title:___________________________ 66 ATTACHMENT 7-C -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] TRANSMITTAL LETTER ------------------ (During Positive Security Period) [Approved Investor Name] [Address] Attn: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as Purchase of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended Mortgage Loans from time to time, the "Master Agreement") Honolulu Mortgage Company. Inc. ------------------------------- Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant Attached please find those mortgage loans listed separately on the attached schedule (the "Mortgage Loans"), which Mortgage Loans are owned by Honolulu Mortgage Company, Inc. (the "Company") and are being delivered to you for purchase. Please remit the full amount of the purchase price of such Mortgage Loans (as set forth on the schedule attached hereto) by wire transfer to the terms of following account maintained with The Chase Manhattan Bank, as Administrative Agent: WIRE INSTRUCTIONS TO MORTGAGE LOAN SETTLEMENT ACCOUNT: [To be provided by the aboveCollateral Agent] In the event any Mortgage Loan is unacceptable for purchase, return the rejected item directly to the undersigned at the address set forth below. In no event shall any Mortgage Loan be returned or sales proceeds remitted to the Company. The Mortgage Loan must be so returned or sales proceeds remitted in full no later than forty-referenced Master Agreementfive (45) days from the date hereof. If you are unable to comply with the above instructions, please so advise the undersigned immediately.

Sincerely,. BORROWERDate: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member BySIGNATURE ------------------- ---------------------------- TITLE BANK USE ONLY RECEIVED BY: ------------------------------- NameDATE: ----------------------------- Title-------------------------- REVIEWED BY: ---------------------------- O-2 ------------------------------- COMPLIANCE STATUS: YES/NO EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY USB COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: KANBAY INTERNATIONAL, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOUINC. The undersigned authorized officer of KANBAY INTERNATIONAL, WITHIN FIFTEEN INC. (15"Kanbay") BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Kanbay and certain of Kanbay's direct and indirect subsidiaries (OR ON SUCH OTHER DATE AS WE MAY AGREEcollectively, the Borrowers") and Bank (the "Agreement"), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b(i) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: ________Borrowers are in complete compliance for the period ending _______________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn: Director with all required covenants except as noted below and (ii) all representations and warranties of Servicing [Note: Subject to change Borrowers stated in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated Agreement are true and correct in all material respects as of May 2, 2003, by and between the undersigned date hereof. Attached herewith are the required documents supporting the certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles ("Borrower"GAAP) and Lender (are consistently applied from one period to the next except as amended from explained in an accompanying letter or footnotes. The Officer expressly acknowledges that no borrowings may be requested by the Borrowers at any time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to or date of determination that Borrowers are not in compliance with any of the terms of the above-referenced Master Agreement., and that such compliance is determined not just at the date this certificate is delivered. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. *within 5 days of filing with SEC **as set forth in the Loan and Security Agreement

Sincerely,. BORROWER: BRE-FMCFTHE FIRST NATIONAL BANK OF BOSTON, LLC, a Delaware limited liability company as Collateral Agent By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: :______________________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 AttnName: Director Title: ACKNOWLEDGMENT OF RECEIPT [Attorney or Title Company] By:_______________________________ Name: Title: Date: ATTACHMENT 7-G -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] BAILEE LETTER ------------- (Eligible Early Buyout Advance Receivable During Positive Security Period) [Name of Servicing [Note: Subject to change in the event Lender Attorney or its address changesTitle Company] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility AgreementHonolulu Mortgage Company, dated as Inc. Shipment of May 2Mortgage Loans for Foreclosure Proceedings ------------------------------------------------------ Attached please find those mortgage loans listed separately on the attached schedule (the "Mortgage Loans"), 2003which are owned by Honolulu Mortgage Company, by and between Inc. (the undersigned ("BorrowerCompany") and Lender are being delivered to you, as agent and bailee (as amended from time to time, the "Master AgreementBailee") Ladies and Gentlemen: This constitutes ), in connection with a Facility Termination Request pursuant request by the Company to the terms Bailee to commence foreclosure proceedings. Please return to the undersigned within 45 days after receiving such documentation, either (A) evidence of the above-referenced Master Agreement.completion of the foreclosure proceedings in respect of such Mortgage Loan or (B) all documentation relating to such Mortgage Loan if such foreclosure proceedings have not been completed. In no event shall any Mortgage Loan be returned or proceeds relating thereto be remitted to the Company. If you are unable to comply with the above instructions, please so advise the undersigned immediately. Sincerely, THE FIRST NATIONAL BANK OF BOSTON, as Collateral Agent By:_________________________ Name: Title: ACKNOWLEDGMENT OF RECEIPT [Attorney or Title Company] By:__________________________ Name: Title: Date: 75 ATTACHMENT 8 ------------ TO SECURITY AGREEMENT --------------------- ADDITIONAL REQUIRED DOCUMENTS -----------------------------

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company ACKNOWLEDGMENT AND AGREEMENT The undersigned acknowledges notice of the security interest of Lender and the requirement to pay the Rent directly to Lender. [TENANT] By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- TitleIts: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE Dated as of: __________ ___, 199__ 103 SCHEDULE VI CPA CERTIFICATION INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING ------------------------------------------- AGREED-UPON PROCEDURES ---------------------- [VARIABLELender] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY USWe have performed the procedures enumerated below, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN which were agreed to by Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇tgage Capital Inc. (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREEthe "Lender"), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIEDsolely to assist the Lender in evaluating the Defeasance of the notes described on Exhibit A annexed hereto (the "Notes"). REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUESTThis agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. --------------------The sufficiency of the procedures is solely the responsibility of the specified users of the report. Consequently, ------ VIAwe make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The procedures we performed are as follows: We have read the definition of Defeasance Eligible Investments in the Loan Agreement between ________________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇and Seco▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallasancial Corporation as assigned to Lender, Texas 75201 Attn: Director dated _____________, 1997 (the "Loan Agreement"), which indicates that [type of Servicing [Note: Subject to change collateral] constitutes Defeasance Eligible Investments, as defined in the event Lender or its address changesLoan Agreement. We recalculated the interest due on the Notes, and found it to be in agreement with the defeasance calculation ("Schedule") submitted to us by ____________ (Schedule attached). We recalculated the total payment due on [date] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as in connection with all of May 2, 2003the Notes, by adding the amounts on the Schedule, and between found it to be mathematically correct. We have examined trade confirmations dated _____________ indicating the undersigned ("Borrower") purchase by ___________________ totaling ____________________ face value of [type of collateral] which mature on [date], and Lender (as amended from time such is sufficient to timecover the total payment due on [date]. We were not engaged to, and did not, perform an examination, the "Master Agreement") Ladies objective of which is the expression of an opinion on the aforementioned records. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. 104 This report is intended solely for the use of the Lender, and Gentlemen: This constitutes a Facility Termination Request pursuant should not be used by those who have not agreed to the terms procedures and taken responsibility for the sufficiency of the aboveprocedures for their purposes. [Name of CPA] [Date] 105 SCHEDULE VII EXAMPLE OF AUDIT 106 SCHEDULE VIII ================================================================================ ---------------------------- (Lender) - and - ---------------------------- (Tenant) -------------------------------------------------------------------------------- SUBORDINATION, NON-referenced Master Agreement.DISTURBANCE AND ATTORNMENT AGREEMENT --------------------------------------------------------------------------------

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company CITGO PETROLEUM CORPORATION By: BRE Properties-------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- 158 Please acknowledge your understanding of this Confidentiality Agreement and your willingness to abide by its provisions, Inc., a Maryland corporation, its sole member by signing below and returning by telecopy to: CITGO Petroleum Corporation Attn: Legal Department Fax #: (918) ▇▇▇-▇▇▇▇ [NAME OF BANK OR DESIGNATED BIDDER] By: ------------------------------- -------------------------------------------- Name: ----------------------------- ------------------------------------------ Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE ----------------------------------------- Date: ---------------------- 159 Exhibit H [VARIABLEForm of] Certificate of Extension , [199__] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: 200_______________________ Prudential Multifamily Mortgage] Bank of America National Trust and Savings Association, Inc. c/o Prudential Asset Resources as Administrative Agent Agency Administration Services #5596 1850 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ention: Alex▇▇▇▇▇ ▇▇▇ ▇▇nk of America National Trust and Savings Association 333 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn▇▇▇▇▇ ▇▇▇ention: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Clai▇▇ ▇▇▇ Re: FACILITY TERMINATION REQUEST issued pursuant Extension of Transition Date - $150,000,000 Credit Agreement Gentlemen: Reference is made to Master that certain $150,000,000 Credit Facility Agreement, Agreement dated as of May 213, 20031998 (as from time to time amended, supplemented, restated or otherwise modified, the "Credit Agreement"), by and between among CITGO Petroleum Corporation (the undersigned ("BorrowerCompany") ), and Lender (as amended the Banks from time to timetime parties thereto, the "Master Syndication Agents named therein and Bank of America National Trust and Savings Association, as Administrative Agent. Terms which are defined in the Credit Agreement and which are used but not defined herein are used herein with the meanings ascribed to them in the Credit Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant . Pursuant to the terms of Section 2.16 of the above-referenced Master Credit Agreement., the Company hereby requests an extension of the Transition Date under the Credit Agreement for a period of 364 days from the current Transition Date. To induce the Banks to make such an extension of the current Transition Date, the Company hereby represents, warrants, acknowledges, and agrees to and with the Administrative Agent and each Bank that:

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties-------------------------------------- Name: Title: Option Holder's Acknowledgment By: -------------------------------- Name: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) $20,000,000 and (b) 5% of outstanding pool balance To: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Commercial M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇.A., in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of April 1, 2005 (the "Pooling and Servicing Agreement"), among the Master Servicer, J.E. Robert Company, Inc., a Maryland corporationas Special Servicer, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY USand Wells Fargo B▇▇▇, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU▇.▇., WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIEDas Trustee and REMIC Administrator. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIADate: _________, 20___ Re: Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates Series 2005-1 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn: Director of ____________________ Reference is made to the Pooling and Servicing [Note: Subject Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to change such terms in the event Lender or its address changesPooling and Servicing Agreement. [NOTE: ALL TERMS IN THIS CERTIFICATION MUST BE CONFORMED TO TERMS USED IN THE POOLING AND SERVICING AGREEMENT] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby:

Sincerely,. BORROWER: BRE-FMCFTHE FIRST NATIONAL BANK OF BOSTON, LLC, a Delaware limited liability company as Collateral Agent By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: ____________________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 AttnName: Director __________________________ Title:__________________________ IRREVOCABLY ACKNOWLEDGED AND AGREED TO: _______________________________________ [Type name of Servicing Approved Investor] By: ____________________________ Name: __________________________ Title:__________________________ ATTACHMENT 7-D -------------- TO SECURITY AGREEMENT --------------------- [Note: Subject to change in the event Lender or its address changesCollateral Agent Letterhead] BAILEE LETTER ------------- (Agency Pool Formation During Negative Security Period) [Certificating Custodian] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility AgreementHonolulu Mortgage Company, dated as Inc. Shipment of May 2Mortgage Loans for Pool Formation --------------------------------------------- Attached please find those Mortgage Loans listed separately on the attached schedule, 2003which are owned by Honolulu Mortgage Company, by and between Inc. (the undersigned ("BorrowerCompany") and Lender are being delivered to you, as custodian/trustee (the "Certificating Custodian"), for certification in connection with the formation of a Mortgage Loan pool supporting the issuance of a Mortgage-Backed Security described as follows: _____________________________ The Mortgage Loans constitute a portion of the Collateral under (and as the term "Collateral" and capitalized terms not otherwise defined hereunder are defined in) that certain Amended and Restated Security and Collateral Agency Agreement (as amended amended, supplemented or otherwise modified from time to time, the "Master Agreement") Ladies ), dated as of January 31, 1997, by and Gentlemen: This constitutes among the Grantor, The Chase Manhattan Bank, as Administrative Agent, and The First National Bank of Boston, as Collateral Agent. Each of the Mortgage Loans is subject to a Facility Termination Request pursuant to security interest in favor of the Collateral Agent for the benefit of the Secured Parties (as such term is defined in the Agreement), which security interest shall be automatically released upon the issuance of the Mortgage-Backed Security in accordance with the terms of the aboveprescribed GNMA, FNMA or FHLMC form enclosed herewith. Upon issuance, the Mortgage-referenced Master AgreementBacked Security shall be subject to a lien in favor of the Collateral Agent for the benefit of the Secured Parties. Pending issuance of the Mortgage-Backed Security, the aforesaid security interest in each Mortgage Loan will remain in full force and effect, and you shall hold possession thereof and the documentation evidencing such Mortgage Loans in trust and as custodian, agent and bailee for and on behalf of the Secured Parties. Please return to the undersigned within ten (10) days after receiving such documentation, either (A) evidence of each Mortgage Loan's initial certification for inclusion in a Mortgage Loan pool or (B) all documentation relating to such Mortgage Loan if such Mortgage Loan is not initially certified. In addition, please immediately return to the undersigned all documentation relating thereto to the Collateral Agent if (x) such Mortgage Loan is initially certified but it is subsequently determined that such Mortgage Loan is not suitable for inclusion in a Mortgage Loan pool supporting a Montage-Backed Security prior to the issuance of such Mortgage-Backed Security or (y) no Mortgage-Backed Security supported by a pool including such Mortgage Loan has been issued within forty five (45) days of your receipt of such documentation. In no event shall any Mortgage Loan be returned or proceeds relating thereto be remitted to the Company. Please segregate and properly identify all such documentation as collateral of the Secured Parties that secures the Secured Obligations. If you are unable to comply with the above instructions, please so advise the undersigned immediately.

Sincerely,. BORROWERBANK USE ONLY Received by: BRE-FMCF--------------------------- InfoNow Corporation AUTHORIZED SIGNER Date: -------------------------------------- --------------------------- SIGNATURE Verified: --------------------------- -------------------------------------- AUTHORIZED SIGNER TITLE Date: Compliance Status: Yes No -------------------------------------- DATE EXHIBIT E FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No.[ ], LLCdated , 2002 ("Supplement"), to the Loan and Security Agreement dated as of February___, 2002 (the "Loan Agreement) by and between the undersigned ("Borrower"), and Silicon Valley Bank ("Bank"). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a Delaware limited liability company first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower's account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: ---------------------------- Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the Basic Rate applicable to the Funding Date of the Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and will be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK INFONOW CORPORATION By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- -------------------------------------- ----------------------------------- Name: ----------------------------- Name: -------------------------------------- ----------------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY USTitle: -------------------------------------- ----------------------------------- Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule Annex A to Exhibit E -------------------- The Financed Equipment being financed with the Equipment Advance for which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Advance, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIEDthis schedule automatically shall be deemed to be a part of the Collateral. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIADescription of Equipment: Make Model Serial # Invoice # ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇ -------------------- LOAN TERMS SCHEDULE #________ Loan Funding Date: , 2002 -------------- Original Loan Amount: $ -------------- Basic Rate: 9.0% Loan Factor: % -------------- Scheduled Payment Dates and Amounts*: One (1) payment of $_______ due ______________ Prudential Multifamily Mortgage______ payments of $_______ due monthly in advance from ____ through ____. One (1) payment of $_______ due ______________ Maturity Date: -------------- Final Payment: If required, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant an additional amount equal to the terms of Final Payment Percentage multiplied by the above-referenced Master Agreement.Loan Amount then in effect, shall be paid on the Maturity Date with respect to such Loan. Payment No. Payment Date

Sincerely,. BORROWERSELLER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- --------------------------------------- Name: ----------------------------- Title------------------------------------- Its: ---------------------------- O-2 -------------------------------------- 52 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE J Form of Vendor Notification Letter _________________, 199 VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED [VARIABLEVendor] RE: HAWTHORN VILLAGE COMMONS Gentlemen: This is to advise you that the above referenced property was sold to [FIXEDPurchaser Entity]. As part of the sale, your contract has been assigned to [Purchaser Entity], and any goods, services or utilities supplied to the property subsequent to the date of this letter shall be for its account. The above referenced property will be managed by [Management Company] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY USand all future invoices and correspondence should be sent to: [Management Company] Any and all notices to Purchaser, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIEDshould be sent to the above address. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIASELLER: By: _______________________________________ Prudential Multifamily MortgageIts: ______________________________________ 53 EXHIBIT K FIRPTA CERTIFICATION BY ENTITY TRANSFEROR Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by ENDOWMENT AND FOUNDATION REALTY PARTNERSHIP -- JMB-I, Inc. an Illinois limited partnership ("Seller"), the undersigned hereby represents, warrants and certifies the following to INLAND MONTHLY INCOME FUND III, INC., a Maryland corporation ("Transferee"): Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and Seller's Federal Employer Identification Number is _______________________. The office address of Seller is: c/o Prudential Asset Resources He▇▇▇▇▇ ▇▇▇ital Management Corporation, 180 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The undersigned understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalties of perjury, the undersigned individual, executing this document on behalf of Seller, declares that he/she has examined this certification and to the best of his/her knowledge and belief it is true, correct and complete, and further declares that he/she has authority to sign this document on behalf of Seller. Dated: ________________, 1996. ENDOWMENT AND FOUNDATION REALTY PARTNERSHIP - JMB I, an Illinois limited partnership By: JMB Institutional Realty Corporation, an Illinois corporation, Corporate General Partner By: Heitman Capital Management Corporation, an Illinois corporation, Investment Advisor By: --------------------------------------- Title: ------------------------------------ 54 EXHIBIT L Copy of Letter of Title Objections 55 [LETTERHEAD] INLAND The Inland Group, Inc 2901 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Brook, Illinois 60521 708-▇▇▇ ▇▇▇▇ Suite 4200E DallasJuly 19, Texas 75201 Attn: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement1996 Endowment and Foundation Realty Partnership-JMB-I c/o He▇▇▇▇▇ ▇▇▇ital Management Corporation 180 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, dated as of May 2▇▇▇▇▇ #▇▇▇▇ ▇▇▇▇▇▇▇, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above▇▇▇▇▇▇▇▇ ▇▇▇▇▇-referenced Master Agreement.▇▇▇▇

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: ___________________________________ Prudential Multifamily MortgageName: Title: Option Holder's Acknowledgment By: _______________________________ Name: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, Inc. c/o Prudential Asset Resources and that has an outstanding balance less than both (a) $20,000,000 and (b) 5% of outstanding pool balance To: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Commercial ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Suite 4200E Dallas▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Texas 75201 AttnN.A., in its capacity as Master Servicer (the "Master Servicer") under the Pooling and Servicing Agreement dated as of April 1, 2004 (the "Pooling and Servicing Agreement"), among the Master Servicer, Midland Loan Services, Inc., as Special Servicer, LaSalle Bank National Association, as Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal Agent. -------------------------------- Date: Director _________, 20___ Re: Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates Series 2004-2 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ ____________________ Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: Subject all terms in this Certification must be conformed to change terms used in the event Lender or its address changesPooling and Servicing Agreement] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby:

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE PropertiesName Title Option Holder’s Acknowledgment By: Name: Title: Date: To: [Rating Agency] Attn: Commercial Mortgage Surveillance From: [____], in its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement dated as of [____ __, ___] (the “Pooling and Servicing Agreement”), among the Master Servicer, [____], as Special Servicer, and [____], as Trustee and REMIC Administrator. Date: _________, 20___ Re: Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE Commercial Mortgage Pass-Through Certificates Series [VARIABLE____] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN Mortgage Loan (15the “Mortgage Loan”) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIAidentified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names: ____________________ ____________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 4200E Dallas, Texas 75201 Attn: Director of Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: Subject all terms in this Certification must be conformed to change terms used in the event Lender or its address changesPooling and Servicing Agreement] Re: FACILITY TERMINATION REQUEST issued pursuant to As Master Credit Facility Servicer under the Pooling and Servicing Agreement, dated as of May 2, 2003, by and between the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: This constitutes a Facility Termination Request pursuant to the terms of the above-referenced Master Agreement.we hereby: