AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT BY AND BETWEEN BORROWERS SIGNATORY HERETO IDOT GUARANTORS SIGNATORY HERETO AND FANNIE MAE DATED AS OF December 2, 2010

Exhibit 10.11

EXECUTION COPY

AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

BY AND BETWEEN

BORROWERS SIGNATORY HERETO

IDOT GUARANTORS SIGNATORY HERETO

AND

XXXXXX XXX

DATED AS OF

December 2, 2010

TABLE OF CONTENTS


		Page

ARTICLE 1 THE COMMITMENT TO MAKE LOANS			4
Section 1.01.	The Commitment to Make Loans		4
Section 1.02.	Maturity Date of Loans; Amortization; Prepayment		4
Section 1.03.	Interest on Loans		5
Section 1.04.	Notes		6
Section 1.05.	Extension of Variable Loans Secured By Collateral Pools 8 and 9		6
Section 1.06.	Conversion to Variable Rate; Extension of Loans Secured by Collateral Pool 4, Collateral Pool 5 and Collateral Pool 7		7
Section 1.07.	Payments of Principal During Extension Period for Collateral Pool 4, Collateral Pool 5 and Collateral Pool 7		9
Section 1.08.	Interest Rate Hedge		10
Section 1.09.	Limitations on Executions		11
ARTICLE 2 THE LOANS			11
Section 2.01.	Rate Setting for a Loan		11
Section 2.02.	Breakage and Other Costs		12
Section 2.03.	Loans		12
Section 2.04.	Determination of Allocable Loan Amount and Valuations		12
ARTICLE 3 COLLATERAL CHANGES			14
Section 3.01.	Right to Obtain Releases of Collateral		14
Section 3.02.	Procedure for Obtaining Releases of Collateral		15
Section 3.03.	Substitutions		18
ARTICLE 4 CONDITIONS PRECEDENT TO ALL REQUESTS			24
Section 4.01.	Conditions Applicable to All Requests		24
Section 4.02.	Conditions Precedent to Amended and Restated Closing and Collateral Pool 6 Extension		26
Section 4.03.	Conditions Precedent to Extension		27
Section 4.04.	Conditions Precedent to Release of Property from the Collateral Pool		28
Section 4.05.	Conditions Precedent to Substitution of a Substitute Mortgaged Property to the Collateral Pool		29
Section 4.06.	Delivery of Opinion Relating to Request for Extension or Substitution Request		30
Section 4.07.	Delivery of Property-Related Documents		30
Section 4.08.	Conditions Precedent to Letters of Credit		31
ARTICLE 5 REPRESENTATIONS AND WARRANTIES			32
Section 5.03.	Representations and Warranties of Borrower		32
Section 5.04.	Representations and Warranties of Lender		33
ARTICLE 6 AFFIRMATIVE COVENANTS OF BORROWER			33
Section 6.01.	Compliance with Agreements		33
Section 6.02.	Maintenance of Existence		33
Section 6.03.	Financial Statements; Accountants’ Reports; Other Information		33
Section 6.04.	Access to Records; Discussions With Officers and Accountants		37
Section 6.05.	Certificate of Compliance		37


Section 6.06.	Maintain Licenses, Permits, Etc.	38
Section 6.07.	Inform Lender of Material Events	38
Section 6.08.	Compliance with Applicable Laws	39
Section 6.09.	Alterations to the Mortgaged Properties	39
Section 6.10.	Loan Document Taxes	40
Section 6.11.	Further Assurances	41
Section 6.12.	Ownership	41
Section 6.13.	Transfer of Ownership Interests in Borrower Parties	41
Section 6.14.	Transfer of Ownership of Mortgaged Property	45
Section 6.15.	Change in Senior Management	47
Section 6.16.	Date-Down Endorsements	47
Section 6.17.	Ownership of Mortgaged Properties	48
Section 6.18.	Change in Property Manager	48
Section 6.19.	ADA Litigation	48
Section 6.20.	[Reserved]	48
Section 6.21.	[Reserved]	48
Section 6.22.	Special Covenant Regarding Oakwood Long Beach Marina	48
Section 6.23.	[INTENTIONALLY OMITTED]	49
Section 6.24.	[INTENTIONALLY OMITTED]	49
Section 6.25.	[INTENTIONALLY OMITTED]	49
Section 6.26.	Special Covenant Regarding Line of Credit Availability	49
ARTICLE 7 NEGATIVE COVENANTS OF BORROWER		49
Section 7.01.	Other Activities	49
Section 7.02.	Liens	50
Section 7.03.	Indebtedness	50
Section 7.04.	Principal Place of Business	50
Section 7.05.	Condominiums	51
Section 7.06.	Restrictions on Distributions	51
Section 7.07.	Master Leases	51
Section 7.08.	Cash Management	51
Section 7.09.	Voting Agreement and Limited Liability Company Agreement	52
ARTICLE 8 FEES		52
Section 8.01.	Re-Underwriting Fee	52
Section 8.02.	Collateral Pool 6 Extension Fee	52
Section 8.03.	Due Diligence Fees	52
Section 8.04.	Legal Fees and Expenses	53
Section 8.05.	Failure to Close any Request	53
ARTICLE 9 EVENTS OF DEFAULT		54
Section 9.01.	Events of Default	54
ARTICLE 10 REMEDIES		57
Section 10.01.	Remedies; Waivers	57
Section 10.02.	Waivers; Rescission of Declaration	58
Section 10.03.	Lender’s Right to Protect Collateral and Perform Covenants and Other Obligations	58
Section 10.04.	No Remedy Exclusive	58
Section 10.05.	No Waiver	58


Section 10.06.	No Notice	59
ARTICLE 11 IMPOSITION DEPOSITS		59
Section 11.01.	Insurance and Water/Sewer Waived; Other Imposition Deposits Required	59
Section 11.02.	Imposition Deposits	60
Section 11.03.	Replacement Reserves	60
Section 11.04.	Completion/Repair Reserves	60
ARTICLE 12 LIMITS ON PERSONAL LIABILITY		60
Section 12.01.	Personal Liability to Borrower	60
Section 12.02.	Additional Borrowers	62
Section 12.03.	Borrower Agency Provisions	63
Section 12.04.	Waivers With Respect to Other Borrower Secured Obligation	64
Section 12.05.	Joint and Several Obligation; Cross-Guaranty	68
Section 12.06.	No Impairment	68
Section 12.07.	Election of Remedies	69
Section 12.08.	Subordination of Other Obligations	69
Section 12.09.	Insolvency and Liability of Other Borrower	70
Section 12.10.	Preferences, Fraudulent Conveyances, Etc.	71
Section 12.11.	Maximum Liability of Each Borrower	71
Section 12.12.	Liability Cumulative	72
ARTICLE 13 MISCELLANEOUS PROVISIONS		72
Section 13.01.	Counterparts	72
Section 13.02.	Amendments, Changes and Modifications	72
Section 13.03.	Payment of Costs, Fees and Expenses	73
Section 13.04.	Payment Procedure	73
Section 13.05.	Payments on Business Days	73
Section 13.06.	Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial	74
Section 13.07.	Severability	75
Section 13.08.	Notices	75
Section 13.09.	Further Assurances and Corrective Instruments	77
Section 13.10.	Term of this Agreement	77
Section 13.11.	Assignments; Third-Party Rights	77
Section 13.12.	Headings	77
Section 13.13.	General Interpretive Principles	78
Section 13.14.	Interpretation	78
Section 13.15.	Standards for Decisions, Etc.	78
Section 13.16.	Decisions in Writing	78
Section 13.17.	Approval of Waivers	78
Section 13.18.	USA Patriot Act	79
Section 13.19.	All Asset Filings	79
Section 13.20.	INTENTIONALLY OMITTED	79
Section 13.21.	Special Provisions Regarding Payment of Interest on Imposition Deposits	79

iii

EXHIBITS


EXHIBIT A		Schedule of Collateral Pool Borrowers, Mortgaged Properties, Collateral Pools, Initial Loans and Initial Valuations
EXHIBIT B		[Intentionally Deleted]
EXHIBIT C		Variable Loan Note
EXHIBIT D		Guaranty
EXHIBIT E		Confirmation of Guaranty
EXHIBIT F		Compliance Certificate
EXHIBIT G-1		Organizational Certificate (Borrower)
EXHIBIT G-2		Organizational Certificate (Guarantor)
EXHIBIT G-3		Organizational Certificate (IDOT Guarantor)
EXHIBIT H		Rate Form
EXHIBIT I		[Intentionally Deleted]
EXHIBIT J		Request (Substitution/Release)
EXHIBIT K		Confirmation of Obligations
EXHIBIT L		Certificate of Borrower
EXHIBIT M		List of Master Leases
EXHIBIT N		[Intentionally Deleted]
EXHIBIT O		Hedge Security Agreement
EXHIBIT P		Form of Letter of Credit
EXHIBIT Q		Forms of Master Lease Estoppel and Subordination Agreement
EXHIBIT R		Monthly Management Report

APPENDIX I		Definitions

AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

THIS AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT is made as of the 2^nd day of December, 2010 (the “Effective Date”), by and among (i) (a) the Borrowers identified on Schedule I attached hereto, (b) such Additional Borrowers as may from time to time become Borrowers under this Agreement (the entities described in (a) and (b), individually and collectively, “Borrower”), (c) the Maryland Indemnity Deed of Trust Guarantors identified on Schedule II attached hereto, and (d) such Additional Maryland Indemnity Deed of Trust Guarantors as may from time to time become IDOT Guarantors under this Agreement (the entities described in (c) and (d), individually and collectively, “IDOT Guarantor”); and (ii) XXXXXX XXX, the body corporate duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”).

RECITALS

A. Borrower, IDOT Guarantor, and (a) Xxxxxx Brothers Holdings Inc., a Delaware corporation (“Xxxxxx”), (b) Bank of America, N.A., a national banking association (“Bank of America”), and (c) Barclays Capital Real Estate Inc., a Delaware corporation (“Barclays”; individually and collectively with Xxxxxx and Bank of America, “Original Lender”) entered into that certain Master Credit Facility Agreement dated as of October 5, 2007 (as amended, modified, restated or supplemented from time to time, the “Original Agreement”), pursuant to which Original Lender agreed to make credit available to Borrower under the terms and conditions set forth therein.

B. Pursuant to the Original Agreement, Original Lender made Loans to Borrower in the principal amounts set forth on Exhibit A attached hereto, such Loans having an aggregate original principal amount of $7,069,325,900. The aggregate unpaid balance of the Loans Outstanding as of the date hereof is $6,852,091,506.

C. All of Original Lender’s right, title and interest in the Original Agreement and the Loan Documents executed in connection with the Original Agreement or the transactions contemplated by the Original Agreement have been assigned to Lender pursuant to various Assignments of Master Agreement and Other Loan Documents dated as of October 5, 2007 (individually and collectively, the “Assignment”).

D. Each Borrower and IDOT Guarantor owns a Multifamily Residential Property (in fee simple or as tenant under a ground lease) as more particularly described in Exhibit A to this Agreement (unless otherwise defined or the context clearly indicates otherwise, capitalized terms shall have the meanings ascribed to such terms in Appendix I of this Agreement); reference to “relevant” or “applicable” Loans, Mortgaged Properties or Loan Documents shall refer to the Loans made to a Collateral Pool Borrower, the Mortgaged Properties securing such Loans or the Loan Documents entered into by such Collateral Pool Borrower in respect of such Loans, respectively. As set forth below, each Mortgaged Property is part of a Collateral Pool and each such Mortgaged Property in a Collateral Pool secures all Loans made with respect to such Collateral Pool.

E. As set forth below, the Mortgaged Properties identified on Exhibit A to this Agreement as part of “Collateral Pool 1” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 1. The Mortgaged Properties identified on Exhibit A to the Agreement as part of “Collateral Pool 2” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 2. The Mortgaged Properties identified on Exhibit A to the Agreement as part of “Collateral Pool 3” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 3. The Mortgaged Properties identified on Exhibit A to the Agreement as part of “Collateral Pool 4” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 4. The Mortgaged Properties identified on Exhibit A to the Agreement as part of “Collateral Pool 5” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 5. The Mortgaged Properties identified on Exhibit A to the Agreement as part of “Collateral Pool 6” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 6. The Mortgaged Properties identified on Exhibit A to the Agreement as part of “Collateral Pool 7” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 7. The Mortgaged Properties identified on Exhibit A to the Agreement as part of “Collateral Pool 8” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 8. The Mortgaged Properties identified on Exhibit A to the Agreement as part of “Collateral Pool 9” each secure one or more Loans made in respect of such Mortgaged Properties, and comprise Collateral Pool 9.

F. To secure the obligations of each Collateral Pool Borrower under this Agreement and the other Loan Documents executed in connection with the Loan made to such Borrower, such Collateral Pool Borrower or IDOT Guarantor pledged its respective Collateral to Lender. Each Borrower’s or IDOT Guarantor’s Collateral is comprised of (i) Multifamily Residential Properties owned by Borrower or IDOT Guarantor or any Additional Borrower or Additional IDOT Guarantor and (ii) any other collateral pledged to Lender from time to time by any Borrower, IDOT Guarantor, any Additional Borrower or Additional IDOT Guarantor pursuant to this Agreement or any other Loan Documents.

G. The Multifamily Residential Properties comprising the Collateral are grouped into nine (9) Collateral Pools, as set forth on Exhibit A. Each Collateral Pool Borrower is the obligor on the Note or Notes secured by the Mortgaged Properties comprising its related Collateral Pool and each such Loan is secured by a Security Instrument on the Mortgaged Property owned by such Collateral Pool Borrower or IDOT Guarantor.

H. Each Loan, Note and Security Document related to the Mortgaged Properties comprising each Collateral Pool is cross-defaulted (i.e., a default under any Loan, Note, Security Document relating to each Mortgaged Property comprising Collateral Pool 1 (for example) under this Agreement, shall constitute a default under each Loan, Note and Security Document comprising Collateral Pool 1 (for example) and under this Agreement related to the Mortgaged Properties in such Collateral Pool) and cross-collateralized (i.e., each Security Instrument related to the Mortgaged Properties within Collateral Pool 1 (for example) shall secure all of Borrower’s

obligations under this Agreement and the other Loan Documents related to the Loan secured by the Mortgaged Properties within Collateral Pool 1 (for example)) to the other Notes and Security Documents related to the Mortgaged Properties in such Collateral Pool and it is the intent of the parties to this Agreement that after an Event of Default, Lender may accelerate any Note related to such Collateral Pool without needing to accelerate any other Note and that in the exercise of its rights and remedies under the Loan Documents, Lender may, except as provided in this Agreement, exercise and perfect any and all of its rights in and under the Loan Documents with regard to any Mortgaged Property in such Collateral Pool without needing to exercise and perfect its rights and remedies with respect to any other Mortgaged Property in such Collateral Pool and that any such exercise shall be without regard to the Allocable Loan Amount assigned to such Mortgaged Property and that Lender may recover an amount equal to the full amount outstanding in respect of any of the Notes related to the Mortgaged Properties within a Collateral Pool, in connection with such exercise and any such amount shall be applied to the Obligations as determined by Lender in its sole and absolute discretion.

I. In addition to the cross-default and cross-collateralization described in Recital H above, as set forth below, the Loans secured by certain Collateral Pools are cross-defaulted, but not cross-collateralized, with Loans secured by other Collateral Pools. Each Loan, Note and Security Document related to the Mortgaged Properties comprising Collateral Pool 1 is cross-defaulted, but not cross-collateralized, with each Loan, Note and Security Document related to the Mortgaged Properties comprising Collateral Pool 2. Each Loan, Note and Security Document related to the Mortgaged Properties comprising Collateral Pool 5 is cross-defaulted, but not cross-collateralized, with each Loan, Note and Security Document related to the Mortgaged Properties comprising Collateral Pool 7. Each Loan, Note and Security Document related to the Mortgaged Properties comprising Collateral Pool 8 is cross-defaulted, but not cross-collateralized, with each Loan, Note and Security Document related to the Mortgaged Properties comprising Collateral Pool 9. Except for the foregoing, no Loan, Note or Security Document within one Collateral Pool is cross-collateralized or cross-defaulted with any Loan, note or Security Document in any other Collateral Pool.

J. Borrower and IDOT Guarantor have requested that various terms and conditions of the Original Agreement be modified, including (i) the deletion of the option for Borrower to obtain Additional Fixed Loans (as defined in the Original Agreement), (ii) the extension of the Loan to Collateral Pool 6 Borrower, (iii) the option for an extension of the Loans to Collateral Pool 4 Borrower, Collateral Pool 5 Borrower, and Collateral Pool 7 Borrower, (iv) modifications to ownership covenants and transfer provisions, and (iv) certain other modifications to the Original Agreement more particularly set forth herein. Borrower, IDOT Guarantor and Lender now wish to amend and restate the Original Agreement in its entirety.

NOW, THEREFORE, Borrower, IDOT Guarantor and Lender, in consideration of the mutual promises and agreements contained in this Agreement, hereby agree that the foregoing Recitals are incorporated herein and the Original Agreement is amended and restated in its entirety as follows:

ARTICLE 1

THE COMMITMENT TO MAKE LOANS

Section 1.01.

The Commitment to Make Loans.

Subject to the terms, conditions and limitations of this Agreement:

(a) Variable Loans. Each applicable Collateral Pool Borrower has obtained a Variable Loan in the original principal amounts set forth in respect of such Collateral Pool Borrower on Exhibit A attached hereto. No Variable Loans shall be made as a result of decrease in the Loan to Value Ratio or an increase in the Debt Service Coverage Ratio of any Mortgaged Property. Except in connection with the extensions made pursuant to Section 1.05 and Section 1.06, no additional Loans are permitted.

(b) Fixed Loans. Each applicable Collateral Pool Borrower has obtained a Fixed Loan in the original principal amounts in respect of such Collateral Pool Borrower set forth on Exhibit A attached hereto. No Fixed Loan shall be made as a result of a decrease in the Loan to Value Ratio or an increase in the Debt Service Coverage Ratio of any Mortgaged Property. Except in connection with the extensions made pursuant to Section 1.05 and Section 1.06, no additional Loans are permitted.

(c) Maximum Loans. The maximum aggregate original principal amount of all Loans, including the Variable Loans and the Fixed Loans, made pursuant to this Agreement shall be $7,069,325,900. No Borrower may re-borrow any part of a Loan which it has previously borrowed and repaid. Each Loan has been purchased by Lender for cash.

(d) Minimum Variable Loans Outstanding. During the Term of this Agreement, no Variable Loans secured by a Collateral Pool shall be permitted to remain Outstanding unless the aggregate of Variable Loans Outstanding secured by such Collateral Pool is at least $25,000,000. If the aggregate principal amount Outstanding of Variable Loans for a Collateral Pool is more than $0 but less than $25,000,000, then the applicable Collateral Pool Borrower shall, within ninety (90) days of the date on which the aggregate principal balance of Variable Loans Outstanding falls below $25,000,000, repay in full on the last day of the then current month all Variable Loans Outstanding under such Collateral Pool, together with any prepayment premiums and other amounts due under such Loan Documents.

Section 1.02.

Maturity Date of Loans; Amortization; Prepayment.

(a) Variable Loans

(i) Maturity Date of Variable Loans. The maturity date of each Variable Loan to Collateral Pool 8 Borrower and Collateral Pool 9 Borrower is November 1, 2012, subject to the Extension pursuant to Section 1.05 of this Agreement. Subject to the terms of Section 1.06, upon maturity the Fixed Loans secured by Collateral Pool 4, Collateral Pool 5 and Collateral Pool 7 may be converted to Variable Loans and the maturity date of such Loans may be extended therewith. The maturity date of any Variable Loan converted from a Fixed Loan pursuant to the terms of Section 1.06 shall be specified by the applicable Collateral Pool Borrower for such Variable Loan in accordance with the provisions of Section 1.06.

(ii) Amortization and Payment of Variable Loans. Each Variable Loan to Collateral Pool 8 Borrower and Collateral Pool 9 Borrower is payable interest only. Any Variable Loan converted from a Fixed Loan pursuant to the terms of Section 1.06 shall be payable interest only, provided however that the applicable Loan may be subject to mandatory payments of principal pursuant to Section 1.07.

(iii) Prepayment of Variable Loans. Subject to the terms and conditions of the applicable Variable Loan Note, and Section 3.02(d) of this Agreement, Variable Loans are prepayable (in whole or in part) at any time pursuant to the prepayment provisions of the applicable Variable Loan Note.

(b) Fixed Loans.

(i) Maturity Date of Fixed Loans. The maturity date of each Fixed Loan is set forth in the applicable Note. Subject to the terms and conditions of Article 4 effective as of the Amended and Restated Closing Date, the maturity date of the Fixed Loan to Collateral Pool 6 Borrower is hereby extended for an additional three (3) years to November 1, 2015 (the “Collateral Pool 6 Extension”).

(ii) Amortization and Payment of Fixed Loans. Fixed Loans are payable interest only.

(iii) Prepayment of Fixed Loans. Fixed Loans are not prepayable without premium during the period beginning on the Initial Closing Date of such Fixed Loan and ending six (6) months prior to the maturity date of such Fixed Loan (as more specifically described in the applicable Fixed Loan Note); provided that, notwithstanding the foregoing, Borrower may prepay all or any portion of any Fixed Loan pursuant to the yield maintenance provisions of the applicable Fixed Loan Note.

Section 1.03.

Interest on Loans.

(a) Variable Loans.

(i) Interest on Variable Loans. Interest shall accrue on the unpaid principal balance of a Variable Loan from the date such Variable Loan is made at the Adjustable Rate based on One-Month LIBOR (or during an Extension, One-Month LIBOR or Three-Month LIBOR, as determined by the applicable Collateral Pool Borrower) as more specifically set forth in the applicable Variable Loan Note. Interest accrued through the end of each month shall be payable two (2) Business Days before the first day of the following month as more particularly set forth in the Variable Loan Note. The Adjustable Rate shall change on each Rate Change Date until the Loan is repaid in full in accordance with the Variable Loan Note. Interest payments for Variable Loans shall be calculated on an actual/360 basis.

(ii) Variable Loan Fee. The applicable Collateral Pool Borrower shall pay monthly installments of the Variable Loan Fee to Lender for each Variable Loan Outstanding from the date of any Variable Loan to its maturity date or until it is repaid in full. The Variable Loan Fee shall be included in the Adjustable Rate and payable in accordance with the terms of the related Variable Loan Note.

(b) Fixed Loans. Each Fixed Loan made on the Initial Closing Date bears interest at the rate set forth in the related Fixed Loan Note. Interest payments for Fixed Loans made on the Initial Closing Date shall be calculated on an actual/360 basis.

Section 1.04.

Notes.

(a) Variable Loans. The obligation of the applicable Collateral Pool Borrower to repay the related Variable Loan is and shall be evidenced by one or more Variable Loan Notes executed by each applicable Collateral Pool Borrower. Each Variable Loan Note Outstanding as of the date hereof has been made in the original principal amount of the applicable Variable Loan.

(b) Fixed Loans. The obligation of the applicable Collateral Pool Borrower to repay the related Fixed Loan is and shall be evidenced by one or more Fixed Loan Notes executed by each applicable Collateral Pool Borrower. Each Fixed Loan Note Outstanding as of the date hereof has been made in the original principal amount of the applicable Fixed Loan.

Section 1.05.

Extension of Variable Loans Secured By Collateral Pools 8 and 9.

Pursuant to that certain Fifth Amendment to Master Credit Facility Agreement dated as of September 15, 2009, Collateral Pool Borrower 8 and Collateral Pool Borrower 9 each extended the respective maturity date of the related Variable Loan for a period of three (3) years to mature on November 1, 2012 (“First Pool 8/9 Extension”). Upon the expiration of the First Pool 8/9 Extension each of Collateral Pool 8 Borrower and Collateral Pool 9 Borrower shall have the right to further extend the maturity date of the related Variable Loan for two (2) periods of one (1) year each (respectively, the first period shall be referred to as the “Second Pool 8/9 Extension” and the second period shall be referred to as the “Third Pool 8/9 Extension”) upon the satisfaction of the applicable conditions precedent set forth in Article 4 and each of the following conditions in connection with each Extension:

(a) The applicable Collateral Pool Borrower delivers an Extension Notice to Lender not less than forty-five (45) days prior to the then effective Variable Loan maturity date.

(b) There has been no monetary or material non-monetary Event of Default (as determined in Lender’s sole and absolute discretion) under the Loan Documents relating to such Collateral Pool which has not been cured to the satisfaction of Lender, provided however, that nothing contained in this section shall be construed to require Lender to accept any cure, or grant any cure period not otherwise provided for in the Loan Documents under which such Event of Default may arise, and no Event of Default or Potential Event of Default relating to such Collateral Pool exists on the date the Extension Notice is delivered and on the then effective Variable Loan maturity date.

(c) With respect to the Second Pool 8/9 Extension, the Aggregate Debt Service Coverage Ratio of such Collateral Pool shall be equal to or greater than 0.95:1.0 (taking into account any reduction in the principal amount of the relevant Variable Loan made on or before the then effective Variable Loan maturity date) on the then effective Variable Loan maturity date. With respect to the Third Pool 8/9 Extension, the Aggregate Debt Service Coverage Ratio of such Collateral Pool shall be equal to or greater than 1.0:1.0 (taking into

account any reduction in the principal amount of the relevant Variable Loan made on or before the then effective Variable Loan maturity date) on the then effective Variable Loan maturity date.

(d) All of the representations and warranties of the applicable Collateral Pool Borrower, IDOT Guarantor and the Guarantor contained in Exhibit L to this Agreement and the other Loan Documents are true and correct in all material respects (i) on the date the Extension Notice is delivered and (ii) on the then effective Variable Loan maturity date.

(e) The applicable Collateral Pool Borrower or IDOT Guarantor is in compliance with all of the covenants contained in Article 6 and Article 7 (i) on the date the Extension Notice is delivered and (ii) on the then effective Variable Loan maturity date.

(f) The Collateral Pool Borrower pays to Lender a Re-Underwriting Fee.

(g) Borrower shall deliver to Lender at least five (5) days prior to the then effective Variable Loan maturity date the confirmation of an Interest Rate Hedge commitment, in accordance with the Hedge Security Agreement, effective as of the then effective Variable Loan maturity date with a term of at least the Extension.

(h) The applicable Collateral Pool Borrower shall deliver to Lender Interest Rate Hedge Documents, pursuant to the terms of Section 1.08 and in accordance with the Hedge Security Agreement, and an executed Hedge Security Agreement, each effective as of the then effective Variable Loan maturity date with a term of at least the Extension.

(i) Interest shall accrue on the unpaid principal balance of such Variable Loan from the then effective Variable Loan maturity date to the end of the then effective Extension at the Adjustable Rate based on One-Month LIBOR or Three-Month LIBOR as elected by Borrower prior to the then effective Variable Loan maturity date (provided such One-Month or Three-Month LIBOR election shall remain in place for the term of the Extension).

Upon receipt of the applicable Extension Notice and upon compliance with conditions set forth above, the Variable Loan maturity date for the applicable Variable Loan Note shall be extended for the period specified in the Extension Notice on the terms and conditions contained in this Agreement and the other Loan Documents. The Variable Loan Fee for the Second Pool 8/9 Extension shall be 126.5 basis points. The Variable Loan Fee for the Third Pool 8/9 Extension shall be determined by Lender, in its reasonable discretion, at the time of the Third Pool 8/9 Extension, if any. The provisions of this Section 1.05 shall apply only to Collateral Pool 8 and Collateral Pool 9.

Section 1.06.

Conversion to Variable Rate; Extension of Loans Secured by Collateral Pool 4, Collateral Pool 5 and Collateral Pool 7.

Subject to the last paragraph of this Section 1.06, upon the maturity of the applicable Fixed Loan securing Collateral Pool 4, Collateral Pool 5 and Collateral Pool 7, the applicable Collateral Pool Borrower 4, Collateral Pool Borrower 5 and Collateral Pool Borrower 7 shall each have the right to convert its respective Loan to a Variable Loan and extend the respective maturity date of the related Loan for either (i) one (1) period of two (2) years (the “Two-Year

Extension”) or (ii) two (2) periods of one (1) year each comprised of (C) one (1) period of one (1)-year (the “First One-Year Extension”) that may be followed by (D) a second period of one (1) year (the “Second One-Year Extension”) upon the satisfaction of the applicable conditions precedent set forth in Article 4 and of each of the following conditions:

(a) The applicable Collateral Pool Borrower delivers an Extension Notice to Lender not less than forty-five (45) days prior to the then effective Loan maturity date.

(c) With respect to the First One-Year Extension, the Aggregate Debt Service Coverage of the applicable Collateral Pool shall be equal to or greater than 0.95:1.0 (taking into account any reduction in the principal amount of the relevant Fixed Loan made on or before the then effective Fixed Loan maturity date) on the then effective Fixed Loan maturity date. With respect to the Two-Year Extension or the Second One-Year Extension, the Aggregate Debt Service Coverage Ratio of such Collateral Pool shall be equal to or greater than 1.0:1.0 (taking into account any reduction in the principal amount of the relevant Loan made on or before the then effective Loan maturity date) on the then effective Loan maturity date.

(f) The applicable Collateral Pool Borrower pays to Lender a Re-Underwriting Fee.

(g) The applicable Collateral Pool Borrower shall execute a Variable Loan Note in favor of Lender to evidence its obligation to repay the related Variable Loan during the period of the applicable Extension. The Variable Loan Note shall be subject to prepayment in accordance with Lender’s then-effective fee maintenance formula and shall contain an open period for prepayment selected by Borrower. The Variable Loan Fee shall be as determined by Lender, in its reasonable discretion, for the Extension, taking into consideration the length of the prepayment open period, at the time of such Extension. Upon the closing of an Extension completed pursuant to the terms of this Section 1.06 the applicable Loan shall thereinafter be deemed a Variable Loan hereunder.

(h) The applicable Collateral Pool Borrower shall deliver to Lender at least five (5) days prior to the then effective Loan maturity date the confirmation of an Interest Rate Hedge commitment in accordance with Section 1.08 and the Hedge Security Agreement, effective as of the then effective Loan maturity date.

(i) Interest shall accrue on the unpaid principal balance of such Loan from the then effective Loan maturity date to the end of the then effective extension period at the Adjustable Rate based on One-Month LIBOR or Three-Month LIBOR as elected by the applicable Collateral Pool Borrower prior to the then effective Loan maturity date (provided such One-Month or Three-Month LIBOR election shall remain in place for the term of the extension period).

Upon receipt of the Extension Notice and upon compliance with conditions set forth above, the Loan maturity date for the applicable Loan Note shall be extended for a one-year or two-year period, as applicable, on the terms and conditions contained in this Agreement and the other Loan Documents; provided however, that if Collateral Pool Borrower 5 and Collateral Pool Borrower 7 both elect to exercise any Extension under this Agreement, they shall each make the same election. The Variable Loan Fee for any extension pursuant to this Section 1.06 shall be determined by Lender in its reasonable discretion at the time of the extension.

Section 1.07.

Payments of Principal During Extension Period for Collateral Pool 4, Collateral Pool 5 and Collateral Pool 7.

In addition to regular payments made under the applicable Variable Loan Note during the period of any Extension exercised pursuant to the terms of Section 1.06, the applicable Collateral Pool Borrower shall be required to make the following mandatory prepayments of principal (without any fee maintenance or prepayment penalty) if the following conditions are met:

(a) If, on the maturity date of the applicable Loan, the aggregate Net Operating Income for the Trailing 12 Month Period (based on the most recent monitoring reports submitted to Lender) for all Mortgaged Properties in the applicable Collateral Pool is less than one hundred five percent (105%) of the aggregate of the Net Operating Income for all Mortgaged Properties in such Collateral Pool for 2010 (counting only the Net Operating Income of the Mortgaged Properties still remaining in the applicable Collateral Pool at the time of the determination) (“Baseline 2010 NOI”), the applicable Collateral Pool Borrower shall be obligated to pay to Lender fifty percent (50%) of aggregate Excess Cash Flow derived from such Collateral Pool during the term of the Extension (the “Cash Flow Sweep”). Borrower shall remit to Lender within forty-five (45) days following the end of the Calendar Quarter all information reasonably required by Lender to determine the amount of Excess Cash Flow to be paid by Borrower. Upon receipt of all such information and review of the same, Lender shall promptly let Borrower know the amount of Cash Flow Sweep to be paid together with reasonable documentation supporting such calculation. Borrower shall pay to Lender the portion of Excess Cash Flow then due at the end of the then current Calendar Quarter.

(b) If the Cash Flow Sweep has been implemented pursuant to Section 1.07(a) for the term of the applicable Extension, and if the Net Operating Income for the Trailing 12 Month Period (based on the most recent monitoring reports submitted to Lender) results in an

Aggregate Debt Service Coverage Ratio of 1.10:1.0 or greater (taking into account any reduction in principal amount of the relevant Loan), the reference to fifty percent (50%) in paragraph (a) above shall be reduced to twenty-five percent (25%) for the purpose of calculating the portion of Excess Cash Flow payments then due to Lender.

Section 1.08.

Interest Rate Hedge.

(a) To protect against fluctuations in interest rates during the term, pursuant to the terms of the Hedge Security Agreement, the applicable Collateral Pool Borrower shall make arrangements for a LIBOR-based instrument (“Interest Rate Hedge”) to be in place and maintained at all times with respect to any Variable Loan which has been funded and remains Outstanding. As set forth in the Hedge Security Agreement, the applicable Collateral Pool Borrower agrees to pledge its right, title and interest in the Interest Rate Hedge to Lender as additional collateral for the Indebtedness. Borrower shall provide an Interest Rate Hedge that is co-terminus with each Extension elected by Borrower. In order to calculate the Strike Rate for the required Interest Rate Hedge, Lender shall calculate the Net Operating Income, as determined by Lender in its reasonable discretion, based on the Gross Revenues actually collected for the Trailing 3 Month Period and based on the Operating Expenses, as determined by Lender in its reasonable discretion, for the Trailing 12 Month Period.

(b) Lender acknowledges that Archstone has purchased certain forward commitment interest rate caps (the “Forward Caps”) on or about July 16, 2010, which shall be documented in accordance with Lender’s required form of interest rate cap agreement. Lender agrees that one or more of the Forward Caps shall be acceptable to be pledged as additional Collateral to satisfy Borrower’s obligations set forth in Section 1.08(a) for one or more Extensions under this Agreement subject to the satisfaction of the following conditions:

(i) Each Forward Cap shall be pledged to Lender on or before October 31, 2012 pursuant to a Hedge Security Instrument entered into by the then current holder of such Forward Cap and any other Loan Documents or modifications to this Agreement that may be reasonably required by Lender to evidence the pledge of a Forward Cap;

(ii) Such Forward Cap shall not have been previously assigned, pledged or otherwise encumbered;

(iii) At the time of the pledge, the seller of such Forward Cap shall be a financial institution reasonably acceptable to Lender as a hedge counterparty; and

(iv) At the time of the pledge, the Strike Rate, notional amount, and all other terms of such Forward Cap, by itself or in conjunction with one or more other Forward Caps or Interest Rate Xxxxxx, shall satisfy the requirements set forth in the form of Hedge Security Agreement attached as Exhibit O for an Interest Rate Hedge and any other requirements of this Agreement pertaining to the Request in connection which with the Forward Cap is pledged.

Section 1.09.

Limitations on Executions.

For so long as Xxxxxx Mae (or any successor thereto by merger, reorganization, combination or other corporate or organizational restructuring or otherwise created by legislation or applicable regulation (“FNMA Successor”)) owns and holds an interest in the Loans, notwithstanding anything in this Agreement or any other Loan Document to the contrary, any conversion of a Loan pursuant to Section 1.06 shall be subject to the precondition that Xxxxxx Xxx (or FNMA Successor) shall not have ceased purchasing variable rate loans secured by similar property types continuously during the entire period commencing 60 days prior to the then applicable Maturity Date of the applicable Loan and ending on such Maturity Date. In the event Xxxxxx Mae (or FNMA Successor) has ceased purchasing variable rate loans secured by similar property types continuously during the entire period commencing 60 days prior to the then applicable Maturity Date of the applicable Loan and ending on such Maturity Date, Xxxxxx Xxx (or FNMA Successor) agrees to offer alternative loan executions based on the types of executions Xxxxxx Mae (or FNMA Successor) is generally offering to purchase, with respect to loans secured by similar property type, in the marketplace at that time, and such executions shall not require (i) an Aggregate Debt Service Coverage Ratio greater than the Aggregate Debt Service Coverage Ratio set forth in Section 1.06(c), (ii) an increase in the Re-Underwriting Fee payable under Section 1.06(f), or any increase in the payments of principal pursuant to Section 1.07. Any alternative execution offered would be subject to mutually agreeable documentation necessary to implement the terms and conditions of such alternative execution.

ARTICLE 2

THE LOANS

Section 2.01.

Rate Setting for a Loan.

Rates for each Loan shall be set in accordance with the following procedures:

(a) Initial Loans. The interest rate for the Initial Loans is set forth in the Notes evidencing the Initial Loans.

(b) Collateral Pool 6 Loan. With respect to the Collateral Pool 6 Loan only, subject to the terms of Section 2.02 below, Borrower has posted a rate lock deposit equal to two percent (2%) of the unpaid balance of the Collateral Pool 6 Loan.

(c) Converted Variable Loans. The following shall apply to the rate setting for a Loan that is extended and converted to a Variable Loan pursuant to Section 1.06.

(i) Preliminary, Nonbinding Quote. At the applicable Collateral Pool Borrower’s request the Servicer shall quote an estimate of the Adjustable Rate. The Servicer’s quote shall be based on (x) the rate quoted by Lender and (y) the proposed terms and amount of the Loan selected by such Collateral Pool Borrower. The quote shall not be binding upon the Servicer.

(ii) Rate Setting. If the applicable Collateral Pool Borrower satisfies all of the conditions to Lender’s obligation to permit the Extension and the conversion of the Loan, then such Collateral Pool Borrower may request that Servicer submit to such Collateral

Pool Borrower by facsimile transmission (or via electronic mail in PDF format) a completed draft Rate Form. The Rate Form shall specify the Loan Amount, term, Variable Loan Fee, any breakage fee deposit amount, Adjustable Rate, and Closing Date for the conversion/Extension. If the draft Rate Form is approved by the applicable Collateral Pool Borrower, such Borrower shall initial and return the approved Rate Form to Servicer by facsimile transmission (or via electronic mail in PDF format) before 1:00 p.m. Eastern Standard Time or Eastern Daylight Time, as applicable, on any Business Day (“Rate Setting Date”).

(iii) Rate Confirmation. Within one (1) Business Day after receipt of the Rate Form, Servicer shall obtain a commitment from Lender’s trading desk (“Xxxxxx Xxx Commitment”) for the extended and converted Loan having the terms described in the related Rate Form. Servicer shall then complete and sign the Rate Form thereby confirming the amount, term, Adjustable Rate, Variable Loan Fee and Closing Date for the conversion/Extension and shall immediately deliver by facsimile transmission (or via electronic mail in PDF format) the Rate Form to the applicable Collateral Pool Borrower to be countersigned.

Section 2.02.

Breakage and Other Costs.

If Servicer obtains, and then fails to fulfill, a Xxxxxx Mae Commitment because the Loan is not made (for a reason other than Servicer’s or Lender’s default), the applicable Collateral Pool Borrower shall pay all reasonable out-of-pocket costs (including attorneys’ fees and costs), fees and damages incurred by Servicer or Lender in connection with its failure to fulfill the Xxxxxx Xxx Commitment. Lender reserves the right to require the applicable Collateral Pool Borrower to post a deposit at the time the Xxxxxx Mae Commitment is obtained. Such deposit shall be refunded to the applicable Collateral Pool Borrower upon the closing of the applicable Request.

Section 2.03.

Loans.

The Initial Loans have been made. No additional loans shall be permitted hereunder.

Section 2.04.

Determination of Allocable Loan Amount and Valuations.

(a) Initial Determinations. On the Initial Closing Date, Lender determined (i) the Allocable Loan Amount and Valuation for each Initial Mortgaged Property, (ii) the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio for each Collateral Pool, and (iii) the Loan Amount supported by such Collateral Pool. The determinations made in clause (a) as of the Initial Closing Date shall remain unchanged until a Collateral Event occurs under such Collateral Pool. Changes in Allocable Loan Amount, Valuations, the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio shall be made pursuant to Section 2.04(b).

(b) Monitoring Determinations. Once each Calendar Quarter or, if a Collateral Pool consists only of Fixed Loans that have an Aggregate Debt Service Coverage Ratio equal to or greater than 1.25:1.0, once each Calendar Year, within twenty (20) Business Days after Borrower has delivered to Lender the reports required in Section 6.03, Lender shall determine the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio for such Collateral Pool, and whether Borrower is in compliance with the other covenants set

forth in the Loan Documents. After a Collateral Event with respect to the relevant Collateral Pool, Lender shall redetermine Allocable Loan Amounts and Valuations for such Collateral Pool. Lender shall determine Cap Rates when determining Valuations in its sole and absolute discretion on the basis of its internal survey and analysis of Cap Rates for comparable sales in the vicinity of the Mortgaged Property, with such adjustments as Lender deems appropriate and shall not be obligated to use any information provided by Borrower. Lender shall promptly disclose its determinations to the applicable Collateral Pool Borrower. Until redetermined, the Allocable Loan Amounts and Valuations determined by Lender shall remain in effect. In performing a Valuation of a Multifamily Residential Property to be added to any Collateral Pool as part of a Substitution, Lender shall be entitled to obtain an Appraisal, and the Valuation will be based on such Appraisal. Lender shall also have the right to obtain an Appraisal or a Cap Rate study conducted by an appraiser in connection with the redetermination of a Valuation of a Mortgaged Property if Lender is unable to determine a Cap Rate for such Mortgaged Property.

(c) If a Collateral Pool Borrower disagrees with Lender’s Valuation of any Mortgaged Property that is part of such Collateral Pool, such Borrower shall have the right to substitute for the Cap Rate determined by Lender or Appraisal obtained by Lender, as applicable, a new Cap Rate based on a capitalization rate study conducted by an appraiser or a new Appraisal, as applicable, provided such Borrower gives notice to Lender of its desire to substitute a new Cap Rate or a new Appraisal, as applicable, for Lender’s Cap Rate or Appraisal, as applicable, within fifteen (15) Business Days after such Borrower receives Lender’s determinations.

(i) In the event the applicable Collateral Pool Borrower has requested a new Cap Rate, the applicable Collateral Pool Borrower and Lender shall determine the Cap Rate in accordance with the following procedure:

(A) Lender shall give such Collateral Pool Borrower a list of approved appraisers for the local market in which the Multifamily Residential Property is located within ten (10) Business Days after the date on which such Borrower gives Lender its notice;

(B) The relevant Collateral Pool Borrower shall select an appraiser within ten (10) Business Days after the date on which Lender gives such Collateral Pool Borrower the list of Lender-approved appraisers;

(C) Lender shall engage the appraiser selected by Collateral Pool Borrower pursuant to clause (i)(B) to perform the Cap Rate study within ten (10) Business Days after the date on which such Borrower makes its selection; and

(D) Such Collateral Pool Borrower shall pay all reasonable out-of-pocket fees and expenses of obtaining the Cap Rate study, whether incurred by such Collateral Pool Borrower or Lender.

(ii) In the event the applicable Collateral Pool Borrower has requested a new Appraisal, the applicable Collateral Pool Borrower and Lender shall obtain the new Appraisal in accordance with the following procedure:

(A) Lender shall give such Collateral Pool Borrower a list of approved appraisers for the local market in which the relevant Multifamily Residential Property is located within ten (10) Business Days after the date on which such Collateral Pool Borrower gives Lender its notice;

(B) The relevant Collateral Pool Borrower shall select an appraiser from the list of approved Appraisers delivered by Lender to Borrower within ten (10) Business Days after the date on which Lender gives such Collateral Pool Borrower the list of Lender-approved appraisers;

(C) Lender shall engage the appraiser selected by Collateral Pool Borrower pursuant to clause (ii)(B) above to perform the Appraisal study within ten (10) Business Days after the date on which such Collateral Pool Borrower makes its selection; and

(D) Such Collateral Pool Borrower shall pay all reasonable out-of-pocket fees and expenses of obtaining the Appraisal, whether incurred by such Collateral Pool Borrower or Lender.

If the applicable Collateral Pool Borrower elects to substitute a new Cap Rate for Lender’s Rate or a new Appraisal, the new Cap Rate or appraised value, as applicable, shall be used to determine the Valuation for the Mortgaged Property and, until the earlier of (1) the thirtieth (30^th) day after the date on which the appraiser is engaged by Lender or (2) the date on which the new Cap Rate is determined, the Valuation of the Mortgaged Property in effect immediately prior to Lender’s Valuation shall continue to be in effect. In the event the new Cap Rate or Appraisal is not determined or delivered on or before the thirtieth (30^th) day after which the appraiser is engaged by Lender, then commencing on such thirtieth (30^th) day and continuing until the new Cap Rate is determined or the new Appraisal is delivered, the Valuation based on Lender’s determination of the Cap Rate or Appraisal, as applicable, shall be in effect.

Notwithstanding anything in this Agreement to the contrary, no change in Allocable Loan Amounts, Valuations, the Aggregate Loan to Value Ratio or the Aggregate Debt Service Coverage Ratio shall (i) result in a Potential Event of Default or Event of Default under such Collateral Pool, (ii) require the prepayment of any Loans under such Collateral Pool, or (iii) require the addition of Collateral to such Collateral Pool.

ARTICLE 3

COLLATERAL CHANGES

Section 3.01.

Right to Obtain Releases of Collateral.

Subject to the terms and conditions of this Article 3, Collateral Pool Borrower or IDOT Guarantor shall have the right from time to time to obtain a release of Collateral (a “Release”) from the respective Collateral Pool.

Section 3.02.

Procedure for Obtaining Releases of Collateral.

(a) Request. To obtain a release of Collateral from a Collateral Pool, the applicable Collateral Pool Borrower shall deliver a Release Request to Lender.

(b) Closing. If all conditions precedent contained in Section 4.04 and all General Conditions contained in Section 4.01 are satisfied, Lender shall cause the Release Mortgaged Property to be released, at a closing to be held at offices designated by Lender and reasonably acceptable to the applicable Collateral Pool Borrower or IDOT Guarantor on a Closing Date proposed by such Borrower and approved by Lender, and occurring (i) in the case of a Collateral Pool with ten (10) or less Mortgaged Properties, within thirty (30) days after Lender’s receipt of the Release Request and any other information required by Lender (or on such other date as such Borrower and Lender may agree), and (ii) in the case of a Collateral Pool with more than ten (10) Mortgaged Properties, within sixty (60) days after Lender’s receipt of the Release Request and any other information required by Lender (or on such other date as such Borrower and Lender may agree), by executing and delivering, and causing all applicable parties to execute and deliver, all at the sole cost and expense of Borrower, the Release Documents. Unless otherwise instructed by Lender, the applicable Collateral Pool Borrower, shall prepare the documents pertaining to the release of the Security Instrument and submit them to Lender for its review.

(i) The “Release Price” for each Release Mortgaged Property means the greater of (A) the Allocable Loan Amount for such Release Mortgaged Property and (B) one hundred percent (100%) of the amount, if any, of the Loans Outstanding that are required to be repaid by the applicable Collateral Pool Borrower to Lender in connection with the proposed release of the Release Mortgaged Property from such Collateral Pool so that, immediately after the Release, the Coverage and LTV Tests for such Collateral Pool will be satisfied.

(ii) In the event the proposed Release is of a Mortgaged Property that is in a Collateral Pool that secures a Fixed Loan and the Coverage and LTV Tests for the applicable Collateral Pool are not satisfied after the Release of the Release Mortgaged Property, but the Aggregate Debt Service Coverage Ratio of such Collateral Pool is not less than the required Aggregate Debt Service Coverage Ratio set forth in clause (2)(a) of the definition of Coverage and LTV Tests for such Collateral Pool in effect on the Closing Date of the proposed Release minus 0.05 (for example, if the required Aggregate Debt Service Coverage set forth in clause (2)(a) of the definition of Coverage and LTV Tests for the relevant Collateral Pool on the Closing Date of the proposed Release is 1.1:1.0, the Aggregate Debt Service Coverage Ratio of such Collateral Pool on the Closing Date of the proposed Release may not be less than 1.05:1.0), the applicable Collateral Pool Borrower may deposit with Lender cash or a Letter of Credit (in accordance with the terms of Section 4.08 of this Agreement) in an amount equal to the sum of the amount determined pursuant to clause (B) in this subsection above minus the amount determined pursuant to clause Section 3.02(c)(ii)(A) in this subsection above subject to the provisions of Section 3.02(c)(iii) below (the “Shortfall Deposit”). The preceding sentence shall not apply to Mortgaged Properties that are in a Collateral Pool that secures a Variable Loan. In no event shall Borrower pay down less than the Allocable Loan Amount for such Release

Mortgaged Property on the Closing Date of such Release. In addition to the Release Price, the applicable Collateral Pool Borrower shall pay to Lender all associated prepayment premiums, accrued interest and other amounts due under the Notes evidencing the Loans being repaid.

The Shortfall Deposit shall be subject to the following terms and conditions:

(A) Such Collateral Pool Borrower shall deposit either (1) cash and/or Permitted Investments or (2) a Letter of Credit, not both.

(B) In the event such Collateral Pool Borrower deposits cash and/or Permitted Investments with Lender as the Shortfall Deposit, the amount of the Shortfall Deposit shall not exceed fifteen percent (15%) of the principal balance of the Loans Outstanding under such Collateral Pool calculated after the release of the Release Mortgaged Property. Permitted Investments deposited to satisfy the Shortfall Deposit requirements shall, in the case of cash or other Permitted Investments in which Lender’s security interest is perfected by possession, be deposited by Lender into an account maintained by Lender in accordance with Lender’s requirements for similar accounts (the “Shortfall Deposit Account”) and, in the case of other Permitted Investments, pledged to Lender pursuant to a pledge agreement, in form and substance acceptable to Lender. All interest and other earnings accruing on any cash or Permitted Investments shall remain in the Release Deposit Account and shall be subject to this Agreement, provided that all such interest and other earnings shall be credited to the applicable Collateral Pool Borrower. Cash shall be held in an institution (which may be the Lender, if the Lender is such an institution) whose deposits or accounts are insured or guaranteed by a federal agency. The Lender shall not be obligated to open additional accounts or deposit Imposition Deposits in additional institutions when the amount of the Imposition Deposits exceeds the maximum amount of the federal deposit insurance or guaranty. Lender shall not guaranty the rate of return or rate of interest on any cash held as part of the Shortfall Deposit.

(C) In the event such Collateral Pool Borrower posts a Letter of Credit pursuant to the terms of Section 4.08 of this Agreement as the Shortfall Deposit, the value of the Shortfall Deposit shall not exceed ten percent (10%) of the principal balance of the Loans Outstanding under such Collateral Pool calculated after the release of the Release Mortgaged Property.

(D) The Shortfall Deposit (including any interest and other earnings accruing on any Permitted Investments in the Shortfall Deposit Account) shall be disbursed to the applicable Collateral Pool Borrower upon the earliest of (1) payment of all Obligations of such Collateral Pool Borrower under the Loan Documents, (2) the date the applicable Collateral Pool satisfies the Coverage and LTV Tests for such Collateral Pool, and (3) upon compliance with the next sentence, the date one hundred eighty (180) days after the Closing Date of the Release Request. If on the date one hundred eighty (180) days after the Closing Date of the Release Request the Coverage and LTV Tests for such Collateral Pool in effect as of the Closing Date of the Release Request are not satisfied, the applicable Collateral Pool Borrower shall pay down the Loans Outstanding under such Collateral Pool such that the Coverage and LTV Tests are satisfied.

(iii) In the event the proposed Release of a Mortgaged Property is in connection with the anticipated sale of such Mortgaged Property to a third party in an arm’s length transaction, and the anticipated sale proceeds are less than the Release Price that would be calculated pursuant to the terms of either Section 3.02(c)(i) or Section 3.02(c)(ii) (if applicable), provided that the Aggregate Debt Service Coverage Ratio of such Collateral Pool after the Release is not less than the Aggregate Debt Service Coverage Ratio for such Collateral Pool in effect immediately prior to the Release, the Release Price shall be the sum of (A) one hundred ten percent (110%) of the Allocable Loan Amount for such Release Mortgaged Property plus (B) seventy-five percent (75%) of the Remaining Net Sale Proceeds. As used herein, “Remaining Net Sale Proceeds” shall mean the sale price of the Release Mortgaged Property less one hundred ten percent (110%) of the Allocable Loan Amount for such Release Mortgaged Property less reasonable customary closing costs in connection with the sale as determined by Lender, including, without limitation, tax indemnity or tax protection payments in an amount not to exceed $1,500,000 per Release Mortgaged Property (unless a greater amount is approved by Lender). Notwithstanding the foregoing, in the event the Net Operating Income for the Trailing 12 Month Period for the applicable Collateral Pool results in an Aggregate Debt Service Coverage Ratio of 1.10:1.0 or greater, the percentage of Remaining Net Sale Proceeds referenced in (iii) above shall be reduced to twenty-five percent (25%). For purposes of determining Aggregate Debt Service Coverage Ratio in connection with the calculations set forth in this Section 3.02, Debt Service Coverage Ratio shall be calculated after taking into account the payment of one hundred ten percent (110%) of the Allocable Loan Amount for such Release Mortgaged Property.

(iv) Notwithstanding anything to the contrary in this Section 3.02, the requirements set forth in Section 3.02(c)(i), Section 3.02(c)(ii) or Section 3.02(c)(iii) may be waived temporarily by Lender in its sole discretion, if neither the Aggregate Debt Service Coverage Ratio will be reduced nor the Aggregate Loan to Value Ratio for such Collateral Pool will be increased as a result of such proposed Release, with such waiver based on factors that are not in conflict with Lender’s Underwriting Requirements, including but not limited to the then current Valuation of the Mortgaged Properties in such Collateral Pool, the then current Aggregate Debt Service Coverage Ratio of such Collateral Pool, the then current Aggregate Loan to Value Ratio of such Collateral Pool, the strength of the Guarantor, the quality of the market where the remaining Mortgaged Properties is located, and the geographic distribution of the Mortgaged Properties in such Collateral Pool at that time. In connection with a release pursuant to this Section 3.02(c)(iv) only, the applicable Collateral Pool Borrower shall otherwise comply with the terms of Section 3.02(c)(i), Section 3.02(c)(ii), and Section 3.02(c)(iii), including depositing any Shortfall Deposit.

(d) Application of Release Price.

(i) The Release Price for the Release Mortgaged Property shall be applied against the Outstanding Loans in the applicable Collateral Pool Borrower’s discretion, provided that (A) any Outstanding Loan which Borrower elects to prepay must be prepaid in full, or if the Release Price is not sufficient to do so, must be the only Loan partially prepaid; (B) any

prepayment of such Loan is permitted (for example, not subject to a lock out period) under the applicable Note, (C) any prepayment premium due and owing is paid, and (D) interest must be paid through the end of the month.

(ii) In the event no Loan may be prepaid under the terms of the applicable Note, the remainder of the Release Price, if any, shall be held by Lender (or its appointed collateral agent) in an interest-bearing account designated by Lender for the benefit of the applicable Collateral Pool Borrower (provided that Lender shall not guaranty any rate of interest to such Borrower) as substitute Collateral (collectively, with any interest thereon, “Substitute Cash Collateral”), in accordance with a security agreement (if required by Lender) and other documents in form and substance acceptable to Lender. Notwithstanding the foregoing, the release of the Release Mortgaged Property may not be approved unless the aggregate Valuation of all Mortgaged Properties remaining in such Collateral Pool is greater than Outstanding Loans under such Collateral Pool. Any Substitute Cash Collateral remaining will be returned to the applicable Collateral Pool Borrower on the date all Loans made to such Collateral Pool Borrower are repaid in full, or after an event that brings such Collateral Pool back into compliance with the Coverage and LTV Tests for such Collateral Pool.

(e) Partial Release of Key West. The parties acknowledge that, pursuant to that certain lease dated on or about October, 1986 between Parkgate Associates, L.P. and Xxxxxxx X. Xxxx Community Health Center, Inc. affecting the Mortgaged Property commonly known as Key West, having an address of 000 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, the tenant under such lease has an option to purchase a portion of such Mortgaged Property. Lender has approved a partial release of such Mortgaged Property to facilitate the sale pursuant to such purchase option and shall, notwithstanding the provisions of Section 7.05 of this Agreement, permit a condominium regime to be recorded with respect to such Mortgaged Property.

Section 3.03.

Substitutions.

(a) Right to Substitute Collateral. Subject to the terms, conditions and limitations of Article 3 and Article 4 from time to time prior to the date that is twelve (12) months prior to the Pool Termination Date, Borrower shall have the right to obtain the release of one or more Release Mortgaged Properties from the relevant Collateral Pool by replacing such Release Mortgaged Property with one or more Multifamily Residential Properties that meet the requirements of this Agreement (the “Substitute Mortgaged Property”) thereby effecting a “Substitution” of Collateral. No Substitutions shall be permitted under a Collateral Pool that secures a Variable Loan.

(b) Request. Borrower shall deliver to Lender a completed and executed Substitution Request. Each Substitution Request shall be accompanied by the following: (i) the information required by the Underwriting Requirements with respect to the proposed Substitute Mortgaged Property and any additional information Lender reasonably requests; and (ii) the payment of all Additional Due Diligence Fees.

(i) (A) A Collateral Pool Borrower may release one or more Release Mortgaged Properties from a Collateral Pool and request the addition of one or more Substitute Mortgaged Properties to such Collateral Pool provided that each Substitute Mortgaged Property is in a comparable (or better) market as and of equivalent quality (or better) to the Release Mortgaged Property, and provided further that after such Substitution, the applicable Coverage and LTV Tests for the relevant Collateral Pool are satisfied, and (i) the applicable Debt Service Coverage Ratio with respect to the relevant Collateral Pool equals or exceeds the Debt Service Coverage Ratio of the relevant Collateral Pool immediately prior to such proposed Substitution, and (ii) the Loan to Value Ratio with respect to the relevant Collateral Pool is equal to or less than the Loan to Value Ratio of the relevant Collateral Pool immediately prior to such proposed Substitution; provided that in connection with a Collateral Pool which contains only one (1) Mortgaged Property, in the event that more than one (1) Substitute Mortgaged Property is added in replacement of a single Mortgaged Property, each such Substitute Mortgaged Property shall secure the Loan and shall be cross-collateralized and cross-defaulted.

(B) In the event that the Coverage and LTV Tests for the applicable Collateral Pool are not satisfied after the Substitution, but the Aggregate Debt Service Coverage Ratio of such Collateral Pool immediately after the Substitution is not less than the higher of (i) the required Aggregate Debt Service Coverage Ratio as set forth in clause (2)(a) of the definition of Coverage and LTV Tests for such Collateral Pool in effect on the Closing Date of the proposed Substitution and (ii) the Debt Service Coverage Ratio of the Collateral Pool immediately prior to such proposed Substitution, minus 0.05 (for example, if the required Aggregate Debt Service Coverage as set forth in clause (2)(a) of the definition of Coverage and LTV Tests for the relevant Collateral Pool on the Closing Date of the proposed Substitution is 1.1:1.0 and the Debt Service Coverage Ratio of the relevant Collateral Pool immediately prior to the proposed Substitution is 1.08:1.0, the Aggregate Debt Service Coverage Ratio of such Collateral Pool on the Closing Date of the proposed Substitution may not be less than 1.05:1.0), the applicable Collateral Pool Borrower may deposit with Lender a Shortfall Deposit pursuant to the terms of Section 3.02(c) of this Agreement in an amount equal to the Loans Outstanding that are required to be repaid by the applicable Collateral Pool Borrower so that the applicable Aggregate Debt Service Coverage as set forth in clause (2)(a) of the definition of Coverage and LTV Tests for the relevant Collateral Pool will be satisfied. In connection with a Substitution completed pursuant to this Section 3.03(c)(i)(B), all provisions in Section 3.02(c)(ii) pertaining to Shortfall Deposits shall apply.

(C) Notwithstanding the foregoing requirements in paragraphs (A) and (B) above to the contrary, a Collateral Pool Borrower may release one or more Release Mortgaged Properties from a Collateral Pool and request the addition of one or more Substitute Mortgaged Properties to such Collateral Pool provided that such Substitute Mortgaged Property is in a comparable (or better) market as and of equivalent quality (or better) to the Release Mortgaged Property, and provided further that in

connection with any Collateral Pool with multiple Mortgaged Properties after such Substitution, that the Aggregate Debt Service Coverage Ratio of such Collateral Pool is greater than the Aggregate Debt Service Coverage Ratio of such Collateral Pool prior to the Substitution.

(D) Notwithstanding the foregoing requirements in paragraphs (A) and (B) above to the contrary, the requirement that the Coverage and LTV Tests or the Debt Service Coverage Ratio of the Collateral Pool immediately prior to such proposed Substitution, as applicable, be satisfied (or that the Aggregate Debt Service Coverage Ratio not be reduced by more than 0.05:1.0 from the required Aggregate Debt Service Coverage Ratio as set forth in clause (2)(a) of the definition of Coverage and LTV Tests in effect on the Closing Date of the proposed Substitution) after the addition of a proposed Substitute Mortgaged Property may be waived temporarily by Lender in its sole discretion, if neither the Aggregate Debt Service Coverage Ratio will be reduced nor the Aggregate Loan to Value Ratio for such Collateral Pool will be increased as a result of such proposed Substitution, based on factors that are not in conflict with Lender’s Underwriting Requirements, including but not limited to the then current Valuation of the Mortgaged Properties in such Collateral Pool, the then current Aggregate Debt Service Coverage Ratio of such Collateral Pool, the then current Aggregate Loan to Value Ratio or such Collateral Pool, the strength of the Guarantor, the quality of the market where the proposed Substituted Mortgaged Property is located, the quality of any proposed Additional Collateral, and the geographic distribution of the Mortgaged Properties in such Collateral Pool at that time. In connection with a Substitution completed pursuant to this Section 3.03(c)(i)(D), Borrower shall provide a Shortfall Deposit and otherwise comply with the provisions of Section 3.02(c)(ii).

(ii) Lender shall evaluate the proposed Substitute Mortgaged Property in accordance with the Underwriting Requirements, including an exit analysis performed by Lender, and shall make underwriting determinations as to the Debt Service Coverage Ratio and the Loan to Value Ratio of the proposed Substitute Mortgaged Property and the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio for the applicable Collateral Pool on the basis of the lesser of (A) the acquisition price of the proposed Substitute Mortgaged Property if purchased by Borrower within twelve (12) months of the related Substitution Request, and (B) a Valuation made with respect to the proposed Substitute Mortgaged Property. Notwithstanding the provisions of Section 2.04 regarding the recalculation of Valuations and the calculation of Debt Service Coverage Ratios, for purposes of reviewing proposed Substitute Mortgaged Properties, if Lender reasonably determines market conditions have changed in a manner adversely affecting any of the Mortgaged Properties since the determination of the then effective Aggregate Loan to Value Ratio for such Collateral Pool and Aggregate Debt Service Coverage Ratio for such Collateral Pool, Lender may make new determinations of Aggregate Debt Service Coverage Ratio and Aggregate Loan to Value Ratio for purposes of determining whether to permit the addition of the proposed Substitute Mortgaged Property to such Collateral Pool, which determination shall not modify the Coverage and LTV Tests. Borrower shall promptly provide any information reasonably required by Lender to make the determination permitted by the preceding sentence.

(iii) Within (A) in the case of a Collateral Pool with ten (10) or fewer Mortgaged Properties, thirty (30) days, or (B) in the case of a Collateral Pool with more than ten (10) Mortgaged Properties, sixty (60) days after receipt of (1) the Substitution Request and (2) all reports, certificates and documents required by the Underwriting Requirements, Lender shall notify Borrower whether it has determined whether the proposed Substitute Mortgaged Property meets the conditions for addition set forth in this Agreement. Within five (5) Business Days after receipt of Lender’s written consent to the Substitution Request, Borrower shall notify Lender in writing whether it elects to add the proposed Substitute Mortgaged Property to such Collateral Pool. If Borrower fails to respond within the period of five (5) Business Days, it shall be conclusively deemed to have elected not to add the proposed Substitute Mortgaged Property to such Collateral Pool.

(d) Closing. If, pursuant to this Section 3.03, Lender determines that the conditions set forth herein for the Substitution of the proposed Substitute Mortgaged Property into the applicable Collateral Pool in replacement of the proposed Release Mortgaged Property, and the applicable Collateral Pool Borrower timely elects to cause such Substitution to occur and all conditions contained in this Section 3.03 and the applicable sections of Article 4, to the extent Lender determines such Sections are applicable, are satisfied, then the proposed Substitute Mortgaged Property shall be substituted into such Collateral Pool in replacement of the proposed Release Mortgaged Property, at a closing to be held at offices designated by Lender and reasonably acceptable to the applicable Collateral Pool Borrower on a Closing Date proposed by such Borrower and approved by Lender, and occurring —

(i) if the Substitution of the proposed Substitute Mortgaged Property is to occur simultaneously with the release of the proposed Release Mortgaged Property, within thirty (30) days after Lender’s receipt of the applicable Collateral Pool Borrower’s election (or on such other date to which the applicable Collateral Pool Borrower and Lender may agree); or

(ii) if the Substitution of a proposed Substitute Mortgaged Property is to occur subsequent to the release of the Release Mortgaged Property, within ninety (90) days after the release of the Release Mortgaged Property (the “Property Delivery Deadline”), provided that such Property Delivery Deadline may be extended by one (1) additional ninety (90) day period in the event the applicable Collateral Pool Borrower provides evidence to Lender’s satisfaction that it is diligently pursuing a 1031 exchange with respect to the proposed Substitute Mortgaged Property in accordance with the terms of this Section 3.03(d), provided that, on a case by case basis, Lender may consent in its sole discretion to extend the Property Delivery Deadline by one (1) additional ninety (90) day period (for a total of one hundred eighty (180) days if the applicable Collateral Pool Borrower is diligently pursuing the acquisition of a proposed Substitute Mortgaged Property that is not in connection with a 1031 exchange.

(e) Substitution Deposit.

(i) The Deposit. If the addition of a proposed Substitute Mortgaged Property is to occur subsequent to the release of the Release Mortgaged Property pursuant to Section 3.03(d), at the Closing Date of the release of the Release Mortgaged Property, Borrower (or in the case of a Collateral Pool with only one (1) Mortgaged Property prior to the release, Guarantor) shall deposit with Lender the “Substitution Deposit” described in Section 3.03(e)(ii)

in the form of cash or, in lieu of (and/or in addition to) depositing cash for the Substitution Deposit, Borrower may post a Letter of Credit in accordance with the terms of Section 4.08 of this Agreement, having a face amount equal to the Substitution Deposit (or such lesser amount that has been deposited in cash). In the event the Release Mortgaged Property is intended to be sold as part of a like-kind exchange permitted under Section 1031 of the Internal Revenue Code, such Substitution Deposit shall be held by a qualified intermediary, provided such qualified intermediary enters into documents reasonably required by Lender assigning such Substitution Deposit to the Lender, and providing that such qualified intermediary shall distribute the Substitution Deposit in accordance with this Agreement. In the case of a Collateral Pool with only one (1) Mortgaged Property prior to the release, if the relevant Borrower is not able to remain as the obligor on the Note evidencing the related Loan, the relevant Borrower shall provide a replacement Borrower acceptable to Lender, which replacement Borrower shall join into the Note until the earlier of (A) such time that the Substitute Mortgaged Property is added to the Collateral Pool and the Additional Borrower owning such Substitute Mortgaged Property has joined into the Note and other related Collateral Pool Loan Documents, and (B) the date the Note is paid in full together with all prepayment premiums due thereunder.

(ii) Substitution Deposit Amount. The “Substitution Deposit” for each proposed Substitution shall be an amount equal to, for a Fixed Loan, the Release Price relating to such proposed Release Mortgaged Property; provided that in the event that the applicable Collateral Pool shall contain only one (1) Mortgaged Property after the completion of the Substitution, the Substitution Deposit shall be the sum of (A) all Outstanding Loans for such Collateral Pool, plus (B) any and all of the yield maintenance or prepayment premium for a Fixed Loan through the end of the month in which the Property Delivery Deadline occurs as if the Fixed Loan were to be prepaid in such month, plus (C) interest on the Fixed Loan through the end of the month in which the Property Delivery Deadline occurs.

(iii) Continued Payments on Outstanding Notes. Such Collateral Pool Borrower shall also be obligated to make any regularly scheduled payments of principal and interest due under the applicable Note during any period between the closing of the Release Mortgaged Property and the earlier of the closing of the Substitute Mortgaged Property and the date of prepayment of the Note.

(iv) Failure to Close Substitution. If the addition of the proposed Substitute Mortgaged Property does not occur by the Property Delivery Deadline in accordance with Section 3.03(d)(ii), then:

(A) such Collateral Pool Borrower shall have irrevocably waived its right to substitute such Release Mortgaged Property with a proposed Substitute Mortgaged Property, and the release of the Release Mortgaged Property shall be deemed to require a prepayment (or partial prepayment) of the portion of the Note equal to the Release Price relating to the Release Mortgaged Property, together with all yield maintenance, fee maintenance or prepayment premium then due in connection with such payment; and

(B) the applicable Collateral Pool Borrower shall comply with the requirements set forth in Section 3.02(d) not previously satisfied with respect to the

Release Mortgaged Property, including payment of the Release Price. Such Release Price, or the applicable portion thereof, shall be applied in the manner set forth in Section 3.02(d) and the Letter of Credit, if applicable, delivered by such Borrower pursuant to Section 3.03(e) and Section 4.08 of this Agreement shall be returned to Borrower. However, if such Borrower fails to timely pay the Release Price, Lender may draw upon the Substitution Deposit in satisfaction of such obligation.

(v) Substitution Deposit Disbursement. At closing of the Substitution, Lender shall disburse the Substitution Deposit (including any interest accrued on such Substitution Deposit) directly to the applicable Collateral Pool Borrower at such time as the conditions precedent for the Substitution have been satisfied, which must occur no later than the Property Delivery Deadline. Notwithstanding the foregoing, in the event that the applicable Collateral Pool Borrower adds a Substitute Mortgaged Property to such Collateral Pool prior to the Property Delivery Deadline but the addition of such Substitute Mortgaged Property has not in and of itself satisfied the requirements to close the Substitution, the Substitution Deposit shall be reduced by the Allocable Loan Amount of such Substitute Mortgaged Property as determined by Lender, and such reduction in the Substitution Deposit shall be returned to the applicable Collateral Pool Borrower, or in the case of a Letter of Credit, such Letter of Credit shall be reduced by such reduction in the Substitution Deposit.

(f) Conditions Precedent to Substitutions. The obligation of Lender to make a requested Substitution is subject to Lender’s determination that each of the conditions precedent set forth in Article 4 of this Agreement have been satisfied.

(g) Restriction on Borrowings. If the addition of the Substitute Mortgaged Property to such Collateral Pool and the release of the Release Mortgaged Property from such Collateral Pool does not occur simultaneously then, until the addition of the Substitute Mortgaged Property to such Collateral Pool, the aggregate principal balance of Loans Outstanding with respect to such Collateral Pool shall not exceed the amount of the (i) Loans Outstanding immediately prior to the release of such Release Mortgaged Property minus (ii) the Allocable Loan Amount of the Release Mortgaged Property, unless the applicable Collateral Pool Borrower has delivered additional Collateral reasonably acceptable to Lender (including cash, letters of credit, and/or Cash Equivalents) in an amount at least equal to such Allocable Loan Amount. If the aggregate unpaid principal balance of Loans Outstanding exceeds the amount resulting from subtracting (g) minus (g) in the preceding sentence (and additional Collateral reasonably acceptable to Lender (including cash, letters of credit, and/or Cash Equivalents) has not been delivered by the applicable Collateral Pool Borrower to Lender), such Collateral Pool Borrower shall repay the necessary amount as a condition precedent to the addition of a Substitute Mortgaged Property. Any payment received by Lender under this Section 3.03 shall be applied against Loans Outstanding in the manner prescribed for Release Prices pursuant to Section 3.02(d). The additional Collateral shall be released to the applicable Collateral Pool Borrower upon the addition of the applicable Substitute Mortgaged Property to such Collateral Pool.

ARTICLE 4

CONDITIONS PRECEDENT TO ALL REQUESTS

Section 4.01.

Conditions Applicable to All Requests.

The obligation of Lender to close the transaction requested in a Request by a Collateral Pool Borrower shall be subject to Lender’s determination that all of the following general conditions precedent (“General Conditions”) have been satisfied, in addition to any other conditions precedent contained in this Agreement:

(a) Payment of Expenses. The payment by the applicable Collateral Pool Borrower of Lender’s and Servicer’s reasonable third-party out-of-pocket fees and expenses payable (without duplication) in accordance with this Agreement, including, but not limited to, the legal fees and expenses described in Section 8.04.

(b) No Material Adverse Effect. There has been no Material Adverse Effect on the financial condition, business or prospects of the applicable Collateral Pool Borrower, IDOT Guarantor or Guarantor or in the physical condition, operating performance or value of any of the Mortgaged Properties in such Collateral Pool since the date of the most recent Compliance Certificate.

(c) No Default. There shall have been no monetary or material non-monetary Event of Default (as determined in Lender’s sole and absolute discretion) under such Collateral Pool which has not been cured to the satisfaction of Lender, provided however, that nothing contained in this section shall be construed to require Lender to accept any cure, or grant any cure period not otherwise provided for in the Loan Documents under which such Event of Default may arise, and there shall exist no Event of Default or Potential Event of Default with respect to such Collateral Pool on the Closing Date for the Request and, after giving effect to the transaction requested in the Request, no Event of Default or Potential Event of Default with respect to such Collateral Pool shall have occurred which has not been cured to the satisfaction of Lender, provided however, that nothing contained in this section shall be construed to require Lender to accept any cure, or grant any cure period not otherwise provided for in the Loan Documents under which such Event of Default may arise.

(d) No Insolvency. Receipt by Lender on the Closing Date for the Request of evidence satisfactory to Lender that none of the applicable Collateral Pool Borrower, IDOT Guarantor nor Guarantor is insolvent (within the meaning of any applicable federal or state laws relating to bankruptcy or fraudulent transfers) or will be rendered insolvent by the transactions contemplated by the Loan Documents, or, after giving effect to such transactions, will be left with an unreasonably small amount of capital with which to engage in its business or undertakings, or will have intended to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature or will have intended to hinder, delay or defraud any existing or future creditor.

(e) Accuracy of Information. No information, statement or report furnished in writing to Lender by the applicable Collateral Pool Borrower or IDOT Guarantor in connection with this Agreement or any other Loan Document with respect to such Collateral Pool or in connection with the consummation of the transactions contemplated hereby contains any statement which is incorrect in any material respect.

(f) Representations and Warranties. All representations and warranties made by the applicable Collateral Pool Borrower, IDOT Guarantor and Guarantor in the Loan Documents shall be true and correct in all material respects on the Closing Date for the Request with the same force and effect as if such representations and warranties had been made on and as of the Closing Date for the Request; provided, however, that in the case of any Request occurring after the Initial Closing Date, the date-down of such representations and warranties shall exclude Article 9 (financing information) in the Certificate of Borrower related to such Collateral Pool and any representation or warranty contained in any of the other Loan Documents that is solely related to an earlier date. On the Closing Date of any Request, the applicable representations and warranties as referred to in this Section 4.01(f) shall be deemed remade by the applicable Collateral Pool Borrower or IDOT Guarantor.

(g) No Condemnation or Casualty. There shall not be pending or threatened any condemnation or other taking, whether direct or indirect, against any Mortgaged Property (other than a Release Mortgaged Property) in the applicable Collateral Pool and there shall not have occurred any casualty to any improvements located on the Mortgaged Property (other than a Release Mortgaged Property) in the applicable Collateral Pool, which condemnation or casualty would have, or reasonably may be expected to have, a Material Adverse Effect on the Mortgaged Properties (other than the Release Mortgaged Property) in the applicable Collateral Pool taken as a whole.

(h) Delivery of Closing Documents. The receipt by Lender of the following, each dated as of the Closing Date for the Request, in form and substance satisfactory to Lender in all respects:

(i) Fully executed original copies of each Loan Document for such Collateral Pool required to be executed in connection with the Request, duly executed and delivered by the parties thereto (other than Lender), each of which shall be in full force and effect;

(ii) Other than in connection with a Release Request, a Certificate of Borrower or Certificate of IDOT Guarantor, as applicable;

(iii) A Compliance Certificate;

(iv) An Organizational Certificate;

(v) Such other documents, instruments, approvals (and, if requested by Lender, certified duplicates of executed copies thereof) and opinions as Lender may reasonably request; and

(vi) Other than in connection with a Release Request, a Confirmation of Guaranty.

(i) Covenants. The applicable Collateral Pool Borrower or IDOT Guarantor is in full compliance with each of the covenants contained in Article 6 and Article 7 of this Agreement, without giving effect to any notice and cure rights of Borrower.

(j) Bank Debt Lender Approval. The approval, to the extent required under the Bank Debt Agreement, has been obtained.

Section 4.02.

Conditions Precedent to Amended and Restated Closing and Collateral Pool 6 Extension

The obligation of Lender to enter into this Agreement and permit the Collateral Pool 6 Extension is subject to each of the following conditions precedent:

(a) The Equity Conversion shall have occurred.

(b) Delivery of an amendment to the applicable Fixed Loan Note or an Amended and Restated Fixed Loan Note, duly executed by Collateral Pool 6 Borrower, reflecting all of the terms of the Collateral Pool 6 Extension;

(c) If required by Lender, delivery of executed amendments to each Security Instrument affecting Collateral Pool 6 required by Lender to reflect the extension of maturity date and to be recorded each in the applicable land records;

(d) Delivery by Collateral Pool 6 Borrower to Lender of the Rate Form for the Collateral Pool 6 Loan;

(e) Receipt by Lender of the Closing Date Collateral Pool 6 Extension Fee Payment;

(f) Receipt by Lender of all reasonable legal fees and expenses payable by the applicable Collateral Pool Borrower in connection with this Agreement;

(g) No Governmental Approval not already obtained or made is required for the execution and delivery of the documents to be delivered in connection with this Agreement;

(h) The applicable Collateral Pool Borrower, IDOT Guarantor or Guarantor is not under any cease or desist order or other orders of a similar nature, temporary or permanent of any Governmental Authority which would have the effect of preventing or hindering performance of the terms and provisions of the Agreement or any other Loan Documents for such Collateral Pool, nor are there any proceedings then in progress or, to its knowledge, contemplated which, if successful, would lead to the issuance of any such order;

(i) If required by Lender, receipt by Lender of an endorsement to each Title Insurance Policy for each Mortgaged Property in Collateral Pool 6, amending the effective date of the Title Insurance Policy to the Amended and Restated Agreement Closing Date, showing no additional exceptions to coverage other than the exceptions shown on the Initial Closing Date (or, if applicable, the last Closing Date with respect to which the Title Insurance Policy was endorsed) and other than Permitted Liens and other exceptions approved by Lender, together with any reinsurance agreements required by Lender.

Section 4.03.

Conditions Precedent to Extension.

The obligation of Lender to consent to an Extension is subject to Lender’s determination that each of the following conditions precedent has been satisfied:

(a) The requirements of Section 1.05 or Section 1.06, as applicable, will be satisfied;

(b) Delivery of a Variable Loan Note or an amendment to the applicable Note, duly executed by the applicable Collateral Pool Borrower, reflecting all of the terms of the Extension;

(c) If required by Lender, delivery of executed amendments to each Security Instrument affecting the applicable Collateral Pool required by Lender to reflect the extension of maturity date and to be recorded each in the applicable land records;

(d) If required by Lender, delivery by the applicable Collateral Pool Borrower to Lender of the Rate Form for the applicable Loan;

(e) Receipt by Lender of all reasonable legal fees and expenses payable by the applicable Collateral Pool Borrower in connection with the Extension;

(f) No Governmental Approval not already obtained or made is required for the execution and delivery of the documents to be delivered in connection with the Extension;

(g) The applicable Collateral Pool Borrower, IDOT Guarantor or Guarantor is not under any cease or desist order or other orders of a similar nature, temporary or permanent of any Governmental Authority which would have the effect of preventing or hindering performance of the terms and provisions of the Agreement or any other Loan Documents for such Collateral Pool, nor are there any proceedings then in progress or, to its knowledge, contemplated which, if successful, would lead to the issuance of any such order;

(h) If required by Lender, receipt by Lender of an endorsement to each Title Insurance Policy for each Mortgaged Property in the applicable Collateral Pool, amending the effective date of the Title Insurance Policy to the Closing Date, showing no additional exceptions to coverage other than the exceptions shown on the Initial Closing Date (or, if applicable, the last Closing Date with respect to which the Title Insurance Policy was endorsed) and other than Permitted Liens and other exceptions approved by Lender, together with any reinsurance agreements required by Lender.

Section 4.04.

Conditions Precedent to Release of Property from the Collateral Pool.

The obligation of Lender to release a Mortgaged Property from a Collateral Pool by executing and delivering the Release Documents on the Closing Date is subject to Lender’s determination that each of the following conditions precedent has been satisfied:

(a) The requirements of Section 3.02(c), as applicable, will be satisfied;

(b) Receipt by Lender of the Re-Underwriting Fee;

(d) Receipt by Lender of the Release Fee;

(e) Receipt by Lender of any portion of the Collateral Pool 6 Extension Fee then due pursuant to Section 8.02;

(f) Receipt by Lender on the Closing Date of one (1) or more counterparts of each Release Document, dated as of the Closing Date, signed by each of the parties (other than Lender) who is a party to such Release Document;

(g) If required by Lender, amendments to the Notes and the Security Instruments, reflecting the release of the Release Mortgaged Property from the applicable Collateral Pool and, as to any Security Instrument so amended, the receipt by Lender of an endorsement to the Title Insurance Policy insuring the Security Instrument, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than Permitted Liens;

(h) If Lender determines the Release Mortgaged Property to be one (1) phase of a project, and one (1) or more other phases of the project are Mortgaged Properties which will remain in such Collateral Pool (“Remaining Mortgaged Properties”), Lender must determine that the Remaining Mortgaged Properties can be operated separately from the Release Mortgaged Property and any other phases of the project which are not Mortgaged Properties in such Collateral Pool and whether any cross use agreements or easements are necessary. In making this determination, Lender shall evaluate access, utilities, marketability, community services, ownership and operation of the Release Mortgaged Properties and any other issues identified by Lender in connection with similar loans anticipated to be purchased by Lender;

(i) Receipt by Lender of endorsements to the tie-in endorsements of the Title Insurance Policies, if deemed necessary by Lender, to reflect the release. Notwithstanding anything to the contrary herein, no release of any Mortgaged Property in a Collateral Pool shall be made unless the applicable Collateral Pool Borrower has provided title insurance to Lender in respect of each of the Remaining Mortgaged Properties in such Collateral Pool in an amount equal to (i) one hundred ten percent (110%) of the Initial Valuation of such Mortgaged Properties (taking into account the title insurance coverage provided by “tie-in” endorsements, if available) and, (ii) in the case of the Mortgaged Properties located in states where tie-in endorsements are not available, one hundred ten percent (110%) of the Valuation of such Mortgaged Properties;

(j) Receipt by Lender on the Closing Date of a Confirmation of Obligations, dated as of the Closing Date, signed by the applicable Collateral Pool Borrower, IDOT Guarantor and Guarantor, pursuant to which such Borrower, IDOT Guarantor and Guarantor confirm their obligations under the Loan Documents to which they are a party; and

(k) Receipt by Lender of all reasonable legal fees and expenses payable by the applicable Collateral Pool Borrower in connection with the Release Request.

Section 4.05.

Conditions Precedent to Substitution of a Substitute Mortgaged Property to the Collateral Pool.

Each Substitution is subject to Lender’s determination that each of the following conditions precedent has been satisfied:

(a) The Underwriting Requirements will be satisfied with respect to the Substitute Mortgaged Property;

(b) The requirements of Section 3.03(c), as applicable, will be satisfied;

(d) Receipt by Lender of all reasonable legal fees and expenses payable by the applicable Collateral Pool Borrower in connection with the Substitution Request;

(e) Receipt by Lender of the Re-Underwriting Fee;

(f) Delivery to the Title Company, with fully executed instructions directing the Title Company to file and/or record in all applicable jurisdictions, all applicable Substitution Loan Documents for such Collateral Pool required by Lender, including duly executed and delivered original copies of any Security Instruments and UCC-1 Financing Statements covering the portion of the Substitute Mortgaged Property comprised of personal property, and other appropriate documents, in form and substance reasonably satisfactory to Lender and in form proper for recordation, as may be necessary in the reasonable opinion of Lender to perfect the Lien created by the applicable additional Security Instrument, and any other Substitute Loan Document for such Collateral Pool creating a Lien in favor of Lender, and the payment of all taxes, fees and other charges payable in connection with such execution, delivery, recording and filing;

(g) If required by Lender, amendments to the Notes and the Security Instruments, reflecting the addition of any Additional Borrower, Additional IDOT Guarantor and/or the Substitute Mortgaged Property to such Collateral Pool and, as to any Security Instrument so amended, the receipt by Lender of an endorsement to the Title Insurance Policy insuring the Security Instrument, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than Permitted Liens; and

(h) If the Title Insurance Policy for the Substitute Mortgaged Property contains a tie-in endorsement, an endorsement to each other Title Insurance Policy for the Mortgaged Properties in the same Collateral Pool containing a tie-in endorsement, adding a reference to the Substitute Mortgaged Property.

Section 4.06.

Delivery of Opinion Relating to Request for Extension or Substitution Request.

With respect to the closing of a request for an Extension or a Substitution Request, it shall be a condition precedent that Lender receives each of the following, each dated as of the Closing Date for the Request, in form and substance satisfactory to Lender in all respects, opinions of counsel (including local counsel, as applicable) to the applicable Collateral Pool Borrower, IDOT Guarantor and Guarantor, as to the due organization and qualification of the applicable Collateral Pool Borrower, IDOT Guarantor and Guarantor, the due authorization, execution, delivery and enforceability of each Loan Document for such Collateral Pool executed in connection with the Request and such other matters as Lender may reasonably require, each dated as of the Closing Date for the Request, in form and substance satisfactory to Lender in all respects.

Section 4.07.

Delivery of Property-Related Documents.

With respect to a Substitute Mortgaged Property, it shall be a condition precedent that Lender receive from the applicable Collateral Pool Borrower or IDOT Guarantor each of the documents and reports required by Lender pursuant to the Underwriting Requirements in connection with the pledge of such Mortgaged Property and, each of the following, each dated (where possible) as of the Closing Date for a Substitute Mortgaged Property, in form and substance satisfactory to Lender in all respects:

(a) A commitment for the Title Insurance Policy applicable to the Mortgaged Property and a pro forma Title Insurance Policy based on such commitment.

(b) The Insurance Policy (or a certified copy of the Insurance Policy) applicable to the Mortgaged Property.

(c) The Survey applicable to the Mortgaged Property (which shall be last revised no less than ninety (90) days prior to the Closing Date).

(d) Evidence reasonably satisfactory to Lender of compliance of the Mortgaged Property with Property Laws.

(e) An Appraisal of the Mortgaged Property.

(f) A Replacement Reserve Agreement, providing for the establishment of a replacement reserve account, to be pledged to Lender, in which the owner shall (unless waived by Lender) periodically deposit amounts for replacements for improvements at the Mortgaged Property and as additional security for the applicable Collateral Pool Borrower’s or IDOT Guarantor’s, if applicable, obligations under the Loan Documents.

(g) A Completion/Repair and Security Agreement, if required by Lender, together with required escrows, on the standard form required by Lender.

(h) An Assignment of Management Agreement, on the standard form required by Lender.

(i) An Assignment of Leases and Rents, if Lender determines one to be necessary or desirable, provided that the provisions of any such assignment shall be substantively identical to those in the Security Instrument covering the Collateral, with such modifications as may be necessitated by applicable state or local law.

(j) A Certificate of Borrower.

(k) If applicable, a fully executed Master Lease and an estoppel certificate and subordination agreement with respect to each Master Lease, each in substantially the form attached to this Agreement as Exhibit Q.

(l) If applicable, a fully executed ground lease and an estoppel certificate with respect to each ground lease, each in form and substance acceptable to Lender.

(m) Copies of each commercial lease affecting a Mortgaged Property and, if required by Lender, a tenant estoppel certificate and subordination, non-disturbance and attornment agreement, each in form and substance satisfactory to Lender.

(n) Copies of homeowners associations, easement, declarations and similar agreements affecting any Mortgaged Property and, if required by Lender, an estoppel certificate with respect to such agreements in form and substance satisfactory to Lender.

Section 4.08.

Conditions Precedent to Letters of Credit.

The right or requirement of a Collateral Pool Borrower to provide a Letter of Credit in connection with this Agreement is subject to Lender’s determination that each of the following conditions precedent has been satisfied:

(a) Letter of Credit Requirements. Any Letter of Credit shall be issued by a financial institution satisfactory to Lender (the “Issuer”). If Borrower provides Lender with a Letter of Credit pursuant to this Agreement, the Letter of Credit shall be in form and substance satisfactory to Lender and Lender shall be entitled, upon occurrence of circumstances in (b), to draw under such Letter of Credit solely upon presentation of a sight draft to the Issuer. Any Letter of Credit shall be for a term of at least three hundred sixty-four (364) days (provided that in connection with a Substitution, the term of any Letter of Credit shall be at least until the Property Delivery Deadline).

(b) Draws Under Letter of Credit. Lender shall have the right in its sole discretion to draw monies under the Letter of Credit:

(i) upon the occurrence of an Event of Default under such Collateral Pool;

(ii) if thirty (30) days prior to the expiration of the Letter of Credit, either the Letter of Credit has not been extended for a term of at least three hundred sixty-four (364) days (provided that in connection with a Substitution, the term of any Letter of Credit shall be at least until the Property Delivery Deadline) or such Collateral Pool Borrower has not replaced the Letter of Credit with substitute cash collateral in the amount required by Lender; or

(iii) upon the downgrading of the ratings of the long-term or short-term debt obligations of the Issuer below a level reasonably satisfactory to Lender; provided that Borrower shall have ten (10) Business Days after notice of such downgrading to deliver to Lender either (A) an acceptable replacement Letter of Credit or (B) substitute cash collateral in the amount required by Lender.

(c) Deposit to Cash Collateral Agreement. If Lender draws under the Letter of Credit pursuant to Section 4.08(b)(ii) or Section 4.08(b)(iii) above, Lender shall deposit such draw monies into the Cash Collateral Account provided any interest thereon shall inure to the benefit of Borrower.

(d) Default Draws. If Lender draws under the Letter of Credit pursuant to Section 4.08(b)(i) above, Lender may in its sole discretion use monies drawn under the Letter of Credit for any of the following purposes:

(i) to pay any amounts required to be paid by the applicable Collateral Pool Borrower under the Loan Documents (including, without limitation, any amounts required to be paid to Lender under this Agreement);

(ii) to (on such Collateral Pool Borrower’s behalf, or on its own behalf if Lender becomes the owner of the Mortgaged Property) pre-pay any Note;

(iii) to make repairs required to address emergency or life and safety conditions to any Mortgaged Property in such Collateral Pool; or

(iv) deposit monies into the Cash Collateral Account.

(e) Legal Opinion. Prior to or simultaneous with the delivery of any new Letter of Credit (but not the extension of any existing Letter of Credit), such Collateral Pool Borrower shall cause the Issuer’s counsel to deliver a legal opinion in a customary form satisfactory to Lender.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

Section 5.03.

Representations and Warranties of Borrower.

The representations and warranties of each Borrower, IDOT Guarantor and Guarantor are contained in various Certificates of Borrower, the form of which is attached to this Agreement as Exhibit L and Guaranty.

Section 5.04.

Representations and Warranties of Lender.

Lender hereby represents and warrants to each Borrower as follows:

(a) Due Organization. Lender is a corporation duly organized and validly existing under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq.

(b) Power and Authority. Lender has the requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(c) Due Authorization. The execution and delivery by Lender of this Agreement, and the consummation by it of the transactions contemplated thereby, and the performance by it of its obligations thereunder, have been duly and validly authorized by all necessary action and proceedings by it or on its behalf.

ARTICLE 6

AFFIRMATIVE COVENANTS OF BORROWER

Each Borrower agrees and covenants with Lender that, at all times during the Term of this Agreement:

Section 6.01.

Compliance with Agreements.

Each Borrower, IDOT Guarantor and Guarantor shall comply with all the terms and conditions of each Loan Document to which it is a party or by which it is bound; provided, however, that Borrower’s, IDOT Guarantor’s or Guarantor’s failure to comply with such terms and conditions shall not be an Event of Default until the expiration of the applicable notice and cure periods, if any, specified in the applicable Loan Document.

Section 6.02.

Maintenance of Existence.

Each Borrower Party shall maintain its existence and continue to be duly organized under the laws of the state of its organization. Each Borrower Party shall continue to be duly qualified to do business in each jurisdiction in which such qualification is necessary to the conduct of its business and where the failure to be so qualified would adversely affect the validity of, the enforceability of, or the ability to perform, its obligations under this Agreement or any other Loan Document to which it is a party or by which it is bound.

Section 6.03.

Financial Statements; Accountants’ Reports; Other Information.

Each Borrower, IDOT Guarantor and Guarantor shall keep and maintain at all times complete and accurate books of accounts and records in sufficient detail to correctly reflect (i) all of Borrower’s, IDOT Guarantor’s and Guarantor’s financial transactions and assets and (ii) the results of the operation of each Mortgaged Property in the applicable Collateral Pool and copies of all written contracts, Leases and other instruments which affect each Mortgaged Property in the applicable Collateral Pool (including all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). In addition, each Borrower, IDOT Guarantor and Guarantor shall furnish, or cause to be furnished, to Lender:

(a) Annual Combined Financial Statements. As soon as available, and in any event within ninety (90) days after the close of its fiscal year during the Term of this Agreement, the audited consolidated balance sheet of Archstone Enterprise as of the end of such fiscal year, the audited consolidated statement of operations and the audited consolidated statement of cash flows of Archstone Enterprise for such fiscal year, all in reasonable detail and, commencing in the second fiscal year during the Term of this Agreement, stating in comparative form (solely to the extent such previous year ended after the Initial Closing Date) the respective figures for the corresponding date and period in the prior fiscal year, prepared in accordance with GAAP consistently applied and accompanied by an independent auditor’s report stating that the referenced financial statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows as of and for the applicable periods in conformity with GAAP, with such certification to be free of exceptions and qualifications as to the scope of the audit as to the going concern nature of the business. Such consolidated audited financial statements will be accompanied by an audited consolidated supplemental schedule of real estate by property as of the end of the fiscal year and a consolidated supplemental schedule of rental revenues and rental expenses by property. The consolidated totals of these supplemental schedules will reconcile to the audited balance sheet and statement of operations for the fiscal year, respectively.

(b) Quarterly Financial Statements. As soon as available, and in any event within sixty (60) days after each of the first three fiscal quarters of each fiscal year during the Term of this Agreement, the unaudited consolidated balance sheet of Archstone Enterprise as of the end of such fiscal quarter, the unaudited consolidated statement of operations and the unaudited consolidated statements of cash flows of Archstone Enterprise for the portion of the fiscal year ended with the last day of such quarter, all prepared in accordance with GAAP and in reasonable detail and, commencing in the second fiscal year during the Term of this Agreement, stating in comparative form (solely to the extent such previous year ended after the Initial Closing Date) the respective figures for the corresponding date and period in the previous fiscal year, accompanied by a certificate of an authorized representative of Archstone Enterprise, stating that the referenced financial statements present fairly, in all material respects and subject to year-end adjustments, the consolidated financial position, results of operations and cash flows for the applicable periods in conformity with GAAP.

(c) Quarterly Property Statements. As soon as available, and in any event within sixty (60) days after each of the first three Calendar Quarters, a statement of income and expenses of each Mortgaged Property in such Collateral Pool prepared in accordance with GAAP and accompanied by a certificate of an authorized representative of each Borrower, each IDOT Guarantor and each Guarantor reasonably acceptable to Lender to the effect that each such statement of income and expenses fairly, accurately and completely presents the operations of each such Mortgaged Property for the period indicated.

(d) Annual Property Statements. On an annual basis within ninety (90) days after the close of its fiscal year, an annual statement of income and expenses of each Mortgaged Property in such Collateral Pool prepared in accordance with GAAP and accompanied by a

certificate of an authorized representative of each Borrower, each IDOT Guarantor and each Guarantor reasonably acceptable to Lender to the effect that each such statement of income and expenses fairly, accurately and completely presents the operations of each such Mortgaged Property for the period indicated.

(e) Updated Rent Rolls. Upon Lender’s request (but not more frequently than quarterly), a current Rent Roll for each Mortgaged Property owned by such Borrower or IDOT Guarantor, showing the name of each tenant, and for each tenant, the space occupied, the lease expiration date, the rent payable, the rent paid and any other information requested by Lender and accompanied by a certificate of an authorized representative of each Borrower, each IDOT Guarantor and each Guarantor reasonably acceptable to Lender to the effect that each such Rent Roll fairly, accurately and completely presents the information required therein as of its date.

(f) Security Deposit Information; Operating Accounts Information. Upon Lender’s request (but not more frequently than once each Calendar Quarter) an accounting of all security deposits held in connection with any Lease of any part of any Mortgaged Property in such Collateral Pool, including the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name and telephone number of the person to contact at such financial institution, along with any authority or release necessary for Lender to access information regarding such accounts.

(g) Accountants’ Reports; Other Reports. Promptly upon receipt or preparation thereof: (i) copies of any final reports and management letters submitted to Borrower, IDOT Guarantor, Guarantor or Archstone Enterprise by its independent certified public accountants in connection with the examination of its financial statements made by such accountants (except for reports otherwise provided pursuant to subsection (a) above); provided, however, that Borrower, IDOT Guarantor, Guarantor or Archstone Enterprise shall only be required to deliver such reports and management letters to the extent that they relate to Borrower, IDOT Guarantor, Guarantor or Archstone Enterprise or any Mortgaged Property in such Collateral Pool; and (ii) all schedules, financial statements or other similar reports delivered by Borrower, IDOT Guarantor, Guarantor or Archstone Enterprise pursuant to the Loan Documents or requested by Lender with respect to Borrower Parties’ business affairs or condition (financial or otherwise) or any of the Mortgaged Properties in such Collateral Pool.

(h) Annual Budgets. Promptly, and in any event within sixty (60) days after the start of its fiscal year, an annual budget for each Mortgaged Property in such Collateral Pool for such fiscal year, setting forth an estimate of all of the costs and expenses, including capital expenses, of maintaining and operating each such Mortgaged Property.

(i) Security Law Reporting Information. If any Borrower Party is or becomes a public company, promptly upon the mailing thereof, (A) copies of all financial statements, reports and proxy statements sent or made available generally by such Borrower Party, or any of their Affiliates, to their respective security holders, and (B) all press releases and other statements made available generally by such Borrower Party, or any of their Affiliates, to the public concerning material developments in the business of Borrower Party or other party. Promptly upon the filing thereof, all regular and periodic reports and all registration statements

(other than the exhibits thereto and any registration statements on Form S-8 or a similar form) and prospectuses, if any, filed by Borrower Party, or any of their Affiliates, with the Securities and Exchange Commission or other Governmental Authorities. Notwithstanding the foregoing, for so long as the statements, reports, filings, and prospectus required pursuant to this Section 6.03(i) are available for public review, Borrower Parties shall not be required to separately deliver such items to Lender.

(j) Confidentiality of Certain Information. Borrower Parties shall not disclose any terms, conditions, underwriting requirements or underwriting procedures of the Credit Facility or any of the Loan Documents; provided, however, that such confidential information may be disclosed (A) as required by law or pursuant to generally accepted accounting procedures, (B) to direct or indirect owners of any Borrower Party, officers, directors, trustees, employees, agents, partners, attorneys, accountants, engineers and other consultants of Borrower Parties (collectively, “Borrower Party Representatives”) who need to know such information, provided such Persons are instructed to treat such information confidentially, (C) to any regulatory authority having jurisdiction over a Borrower Party or any Borrower Party Representative, (D) in connection with any filings with the Securities and Exchange Commission or other Governmental Authorities, or (E) to any other Person to which such delivery or disclosure may be necessary or appropriate (1) in compliance with any law, rule, regulation or order applicable to a Borrower Party or any Borrower Party Representative, (2) in response to any subpoena or other legal process or information investigative demand or (3) in connection with any litigation to which such Borrower Party or any Borrower Party Representative is a party.

(k) Ownership Interests. Within one hundred twenty (120) days after the end of each fiscal year of each Borrower, each IDOT Guarantor and each Guarantor and at any other time upon Lender’s request, a statement that identifies all owners of any interest in each Borrower, each IDOT Guarantor and each Guarantor and the interest held by each, if Borrower or IDOT Guarantor is a corporation, all officers and directors of Borrower or IDOT Guarantor, and if Borrower, IDOT Guarantor or Guarantor is a limited liability company, all managers who are not members; provided, however, that Borrower, IDOT Guarantor and Guarantor shall not be required to (i) provide the foregoing statements to the extent that the applicable entity is a PublicCo or (ii) identify limited partners or non-managing members of such Borrower, IDOT Guarantor and Guarantor, and provided further that nothing in this Section 6.03(k) shall affect the obligations to provide disclosure and obtain Lender consents in connection with transfers of Ownership Interests as set forth in Section 6.13.

(l) Federal Tax Returns. Within thirty (30) days of filing, the Federal Tax Return of Borrower, IDOT Guarantor and Guarantor.

(m) Monthly Reports/Management Meetings. Within fifteen (15) days after the end of each month, a report on the Mortgaged Properties in each Collateral Pool substantially in the form attached hereto as Exhibit R. Each Borrower, Guarantor, and IDOT Guarantor shall also cause its management team to meet with Lender on a regular basis as reasonably requested by Lender (but in no event more frequently than quarterly) to discuss Mortgaged Property performance, strategy and such other items that Lender may reasonably elect to discuss.

(n) Transmission of Financial Statements; Accountants’ Reports; Other Information. All information required to be provided pursuant to this Section 6.03 may be submitted through electronic delivery to a secure site that Lender can access, and shall be deemed delivered upon such submission; provided that the burden shall be on Borrower to provide the information necessary for Lender to access such secure site.

Section 6.04.

Access to Records; Discussions With Officers and Accountants.

To the extent permitted by law and in addition to the applicable requirements of the Security Instruments, each Borrower shall permit Lender to and shall cause IDOT Guarantor to:

(a) inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower’s, IDOT Guarantor’s or Guarantor’s books and records as may relate to the Obligations or any Mortgaged Property;

(b) at any time discuss Borrower’s or IDOT Guarantor’s affairs, finances and accounts with Senior Management or Borrower’s or IDOT Guarantor’s property managers and independent public accountants, provided that a responsible officer of Archstone has been given the opportunity to be a party to such discussions; after an Event of Default, discuss Borrower’s or IDOT Guarantor’s affairs, finances and account with Guarantor’s officers, partners and employees;

(c) discuss the Mortgaged Properties’ conditions, operations or maintenance with the property managers of such Mortgaged Properties, provided that a responsible officer of Archstone has been given the opportunity to be a party to such discussions, and the officers and employees of Borrower, IDOT Guarantor and Guarantor; and

(d) receive any other information that Lender reasonably deems necessary or relevant in connection with any Loan, any Loan Document or the Obligations from the officers of Borrower or IDOT Guarantor or officers and employees of Property Manager, provided that a responsible officer of Archstone has been given the opportunity to be a party to such discussions.

Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default under such Collateral Pool and in the absence of an emergency, all inspections shall be conducted at reasonable times during normal business hours upon reasonable notice to the applicable Collateral Pool Borrower.

Section 6.05.

Certificate of Compliance.

The applicable Collateral Pool Borrower shall deliver to Lender concurrently with the delivery of the financial statements and/or reports required by Section 6.03(a) and Section 6.03(b) a certificate signed by an authorized representative (provided that such authorized representative shall have no personal liability in connection with such certificate) of such Borrower or Guarantor reasonably acceptable to Lender (i) setting forth in reasonable detail the calculations required to establish whether such Collateral Pool Borrower and Guarantor were in compliance with the requirements of Article 6 of this Agreement on the date of such financial statements, and (ii) stating that, to the best knowledge of such individual following reasonable inquiry, no Event of Default or Potential Event of Default has occurred with respect to such

Collateral Pool, or if an Event of Default or Potential Event of Default has occurred with respect to such Collateral Pool, specifying the nature thereof in reasonable detail and the action such Collateral Pool Borrower is taking or proposes to take. Any certificate required by this Section 6.05 shall run directly to and be for the benefit of Lender.

Section 6.06.

Maintain Licenses, Permits, Etc.

Each Borrower and IDOT Guarantor shall procure and maintain in full force and effect all licenses, Permits, charters and registrations which are material to the conduct of its business.

Section 6.07.

Inform Lender of Material Events.

Each Borrower shall promptly inform Lender in writing of any of the following (and shall deliver to Lender copies of any related written communications, complaints, orders, judgments and other documents relating to the following) of which such Borrower has actual knowledge:

(a) Defaults. The occurrence of any Event of Default or any Potential Event of Default by such Collateral Pool Borrower or IDOT Guarantor under this Agreement or any other Loan Document with respect to its Collateral Pool;

(b) Regulatory Proceedings. The commencement of any rulemaking or disciplinary proceeding or the promulgation of any proposed or final rule which would have, or may reasonably be expected to have, a Material Adverse Effect; the receipt of notice from any Governmental Authority having jurisdiction over such Borrower, IDOT Guarantor or Guarantor that (i) such Borrower, IDOT Guarantor, or Guarantor is being placed under regulatory supervision, (ii) any license, Permit, charter, membership or registration material to the conduct of such Borrower’s, IDOT Guarantor’s or Guarantor’s business or the Mortgaged Properties in such Collateral Pool is to be suspended or revoked or (iii) such Borrower, IDOT Guarantor or Guarantor is to cease and desist any practice, procedure or policy employed by such Borrower, IDOT Guarantor or Guarantor in the conduct of its business, and with respect to (i), (ii) or (b) the same would have, or may reasonably be expected to have, a Material Adverse Effect;

(c) Bankruptcy Proceedings. The commencement of any proceedings by or against such Borrower, IDOT Guarantor or Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee or other similar official is sought to be appointed for it;

(d) Environmental Claim. The receipt from any Governmental Authority or other Person of any notice of violation, claim, demand, abatement, order or other order or direction (conditional or otherwise) for any damage, including personal injury (including sickness, disease or death), tangible or intangible property damage, contribution, indemnity, indirect or consequential damages, damage to the environment, pollution, contamination or other adverse effects on the environment, removal, cleanup or remedial action or for fines, penalties or restrictions, resulting from or based upon (i) the existence or occurrence, or the alleged existence or occurrence, of a Hazardous Substance Activity on any Mortgaged Property in the applicable Collateral Pool in violation of any law or (ii) the violation, or alleged violation, of any Hazardous Materials Laws in connection with any Mortgaged Property in such Collateral Pool or any of the other assets of such Borrower or IDOT Guarantor;

(e) Material Adverse Effects. The occurrence of any act, omission, change or event (including the commencement of any proceedings by or against such Borrower, IDOT Guarantor or Guarantor in any Federal, state or local court, or before any Governmental Authority, or before any arbitrator), which has, or may reasonably be expected to have, a Material Adverse Effect, subsequent to the date of the most recent audited financial statements of Guarantor, Borrower or IDOT Guarantor delivered to Lender pursuant to Section 6.03; and

(f) Accounting Changes. Any material change in such Borrower’s, IDOT Guarantor’s or Guarantor’s accounting policies or financial reporting practices not already reported in the financial statements delivered pursuant to Section 6.03.

Section 6.08.

Compliance with Applicable Laws.

Each Collateral Pool Borrower or IDOT Guarantor shall comply in all material respects with all Applicable Laws now or hereafter affecting any Mortgaged Property in such Collateral Pool or any part of any Mortgaged Property in such Collateral Pool or requiring any alterations, repairs or improvements to any Mortgaged Property in such Collateral Pool. The applicable Collateral Pool Borrower or IDOT Guarantor shall comply with all written notices from Governmental Authorities.

Section 6.09.

Alterations to the Mortgaged Properties.

Except as otherwise provided in the applicable Loan Documents, Borrower and IDOT Guarantor shall have the right to undertake any alteration, improvement, demolition, removal or construction (collectively, “Alterations”) to the Mortgaged Property which it owns without the prior consent of Lender; provided, however, that in any case, no such Alteration shall be made to any Mortgaged Property without the prior written consent of Lender if (i) such Alteration could reasonably be expected to adversely affect the value of such Mortgaged Property or its operation as a Multifamily Residential Property in substantially the same manner in which it is being operated on the date such property became Collateral, (ii) the construction of such Alteration could reasonably be expected to result in interference to the occupancy of tenants of such Mortgaged Property such that tenants in occupancy with respect to five percent (5%) or more of the Leases (or Residential Agreements, if applicable) would be permitted to terminate their Leases (or Residential Agreements, if applicable) or to xxxxx the payment of all or any portion of their rent, or (iii) such Alteration exceeds $250,000 per year and will be completed in the last six months of the Term of this Agreement, inclusive of Extensions of the Loan secured by the Collateral Pool of which such Mortgaged Property is a component. Notwithstanding the foregoing, unless required by law or court order, Borrower or IDOT Guarantor must obtain Lender’s prior written consent to construct Alterations costing in excess of, with respect to any Mortgaged Property, $500,000 per year. Borrower or IDOT Guarantor must give prior written notice to Lender of its intent to construct any Alterations required by law or court order (regardless of cost) or Alterations with respect to such Mortgaged Property costing in excess of $250,000 per year (the Lender shall be deemed to have received such notice from Borrower or IDOT Guarantor with respect to any Alteration costing in excess of $250,000 up to and including

$500,000 if Borrower includes such Alteration in the budget for the applicable fiscal year required to be delivered by Borrower or IDOT Guarantor pursuant to Section 6.03 (h)); provided, however, that the preceding requirements shall not be applicable to Alterations made, conducted or undertaken by Borrower or IDOT Guarantor as part of Borrower’s or IDOT Guarantor’s routine maintenance and repair of the Mortgaged Properties as required by the Loan Documents. Borrower or IDOT Guarantor may, on an annual basis, obtain the prior consent of Lender to undertake, during a fiscal year, Alterations that require Lender’s consent pursuant to this Section 6.09 by including in the annual budget for such fiscal year delivered by Borrower or IDOT Guarantor pursuant to Section 6.03 the following information: (A) the identity of the Mortgaged Property or Properties affected by such Alterations, a description of the Alterations to be undertaken, and a description of the expenses shown in the annual budget that pertain to such Alterations; (B) a description of the number of units that will be affected by such Alterations, and (C) a request, in writing that Lender consent, in advance, to the undertaking of such specified Alterations. Upon request by Lender in its evaluation of any such request, Borrower or IDOT Guarantor will provide a proposed time schedule for the performance of selected Alterations and the time period that any or all of such units will not be available for occupancy and an estimate of the lost revenue that will result therefrom. Within twenty (20) days after receipt of any such request, Lender shall approve or disapprove such request in writing and, if Lender disapproves such request, it will provide Borrower or IDOT Guarantor with a brief statement of the reasons for such disapproval. If Lender does not either approve or disapprove such request within such twenty (20) day period, such request shall be deemed approved. Lender agrees and acknowledges that any and all Alterations undertaken prior to the Amended and Restated Agreement Closing Date are hereby deemed approved, notwithstanding any failure of a Borrower or IDOT Guarantor to comply with the requirements set forth above.

Section 6.10.

Loan Document Taxes.

If any tax, assessment or Imposition (other than an income tax, franchise tax or excise tax imposed on or measured by, the net income or capital (including branch profits tax) of Lender (or any transferee or assignee thereof, including a participation holder)) (“Loan Document Taxes”) is levied, assessed or charged by the United States, or any State in the United States, or any political subdivision or taxing authority thereof or therein upon any of the Loan Documents or the obligations secured thereby, the interest of Lender in the Mortgaged Properties, or Lender by reason of or as holder of the Loan Documents, the applicable Collateral Pool Borrower or IDOT Guarantor shall pay all such Loan Document Taxes to, for, or on account of Lender (or provide funds to Lender for such payment, as the case may be) as they become due and payable and shall promptly furnish proof of such payment to Lender, as applicable. In the event of passage of any law or regulation permitting, authorizing or requiring such Loan Document Taxes to be levied, assessed or charged, which law or regulation in the opinion of counsel to Lender may prohibit the applicable Collateral Pool Borrower or IDOT Guarantor from paying the Loan Document Taxes to or for Lender, such Borrower or IDOT Guarantor shall enter into such further instruments as may be permitted by law to obligate such Borrower or IDOT Guarantor to pay such Loan Document Taxes.

Section 6.11.

Further Assurances.

Each Collateral Pool Borrower or IDOT Guarantor, at the request of Lender, shall execute and deliver and, if necessary, file or record such statements, documents, agreements, UCC financing and continuation statements and such other instruments and take such further action as Lender from time to time may request as reasonably necessary, desirable or proper to carry out more effectively the purposes of this Agreement or any of the other Loan Documents for such Collateral Pool or to subject the Collateral to the lien and security interests of the Loan Documents for such Collateral Pool or to evidence, perfect or otherwise implement, to assure the lien and security interests intended by the terms of the Loan Documents for such Collateral Pool or in order to exercise or enforce its rights under the Loan Documents for such Collateral Pool.

Section 6.12.

Ownership.

At all times during the Term of this Agreement:

(a) Each Borrower and IDOT Guarantor shall be a Delaware limited liability company or Delaware limited partnership.

(b) The managing member or managing general partner of each Borrower shall be Archstone, a PublicCo, or a Delaware limited liability company, a Delaware limited partnership or a Delaware corporation at least ninety-nine percent (99%) owned (exclusive of preferred unit interests existing on the Initial Closing Date), directly or indirectly, by Archstone and/or one or more Xxxxxx Entities, BOA Entities, Barclays Entities and/or a PublicCo, and the day to day operation of each Borrower and IDOT Guarantor shall be controlled, directly or indirectly, by one or more Xxxxxx Entities, BOA Entities, Barclays Entities and/or a PublicCo.

(c) Archstone shall be (i) one hundred percent (100%) owned (exclusive of preferred unit interests existing on the Initial Closing Date), directly or indirectly, by one or more Guarantors (other than Archstone), (ii) a PublicCo and/or (iii) majority owned, directly or indirectly, by a PublicCo.

(d) Each Guarantor shall be (i) owned, directly or indirectly, at least nine and seven-tenths percent (9.7%), in the aggregate, by one or more Xxxxxx Entities, BOA Entities and/or Barclays Entities, (ii) a PublicCo and/or (iii) majority owned, directly or indirectly, by a PublicCo.

(e) If a Guarantor is not a PublicCo or is not majority owned, directly or indirectly, by a PublicCo, the day to day operations of each Guarantor shall be controlled, directly or indirectly, by one or more Xxxxxx Entities, BOA Entities, Barclays Entities and/or a PublicCo.

Section 6.13.

Transfer of Ownership Interests in Borrower Parties.

(a) Prohibition on Transfers. Subject to paragraph (b) of this Section 6.13, no Borrower Party shall cause or permit a Transfer or a Change of Control.

(b) Permitted Transfers. Notwithstanding the provisions of paragraph (a) of this Section 6.13, the following Transfers are permitted without the consent of Lender:

(i) A Transfer of direct or indirect interest in any Borrower Party; provided, however, that no Change in Control occurs as the result of such Transfer.

(ii) The issuance by a Borrower Party of additional membership interests or stock and the subsequent direct or indirect Transfer of such interests or stock; provided, however, that no Change in Control occurs as the result of such Transfer.

(iii) A merger with or acquisition of another entity by a Borrower Party, provided that (A) each such Borrower Party is the surviving entity after such merger or acquisition, (B) no Change in Control occurs, and (C) such merger or acquisition does not otherwise result in an Event of Default other than an Event of Default arising out of the breach of Section 6.13(a) of this Agreement.

(iv) A transfer of an interest by a Guarantor, provided that, concurrently with such transfer, the transferee of such interest becomes an Additional Guarantor; provided that (A) any Transferee that is a subsidiary of any Guarantor shall not be required to become an Additional Guarantor and (B) any Transferee that is not wholly-owned by Guarantor, collectively (e.g., a joint venture or fund that is controlled by Guarantor or an Affiliate thereof), shall not be required to become an Additional Guarantor, but the Affiliate of Guarantor that owns the interest in the Transferee in question, if such Affiliate is not itself a subsidiary of any Guarantor, shall become an Additional Guarantor.

(v) Transfers from one Guarantor to another Guarantor.

(vi) Transfers of direct or indirect equity interests in Archstone or one of its subsidiaries, in any Guarantor or in any Borrower Party, to one or more entities (individually or collectively, as the context may require, “NewCo”) in preparation for and solely in connection with one or more public offerings of securities in Archstone or one of its subsidiaries, any Guarantor and/or NewCo (individually or collectively, as the context may require, “PublicCo”) and the filing of a Registration Statement in connection therewith, provided that no Change of Control occurs as a result of such Transfers.

(vii) Transfers to underwriters or other third parties in connection with an IPO, provided each of the following conditions are satisfied:

(A) no IPO Proceeds shall be used to make any payments to any Xxxxxx Entity, BOA Entity and/or Barclays Entity in respect of any equity interests or any other ownership interest (including, but not limited to, any preferred interests or securities), whether direct or indirect, in the Borrower or Guarantor or make any distributions of any nature or kind to any Xxxxxx Entity, BOA Entity and/or Barclays Entity in respect of such ownership interest;

(B) no more than twenty percent (20%) of IPO Proceeds shall be used to pay Affiliate Debt, provided that if, as a condition to the IPO, additional amounts of Affiliate Debt are required to be paid, such additional amounts may be paid,

provided that in no event shall IPO Proceeds in excess of (i) thirty percent (30%) of the first One Billion Dollars ($1,000,000,000) of IPO Proceeds, (ii) twenty-five percent (25%) of the second One Billion Dollars of IPO Proceeds, (iii) twenty percent (20%) of the next One Billion Dollars of IPO Proceeds, and (iv) fifteen percent (15)%) of all IPO Proceeds in excess of $3,000,000,000, be used to pay Affiliate Debt;

(C) any prepayment of the Loans in connection with the IPO shall be subject to all prepayment premiums set forth in the applicable Notes;

(D) following an IPO, no member of the Senior Management of the PublicCo shall be identified on any of the lists referenced in clause (iii) of the definition of Prohibited Person;

(E) if, following an IPO, any Guarantor (i) is not a PublicCo or is not majority owned, directly or indirectly, by a PublicCo, and (ii) as a direct result of such IPO does not maintain a tangible net worth at least equal to the tangible net worth of such Guarantor immediately prior to such IPO, then Lender may require one or more entities with a combined tangible net worth (together with the applicable Guarantor) substantially similar to the tangible net worth of the applicable Guarantor immediately prior to such IPO, to execute an assumption agreement or new guaranty (as reasonably required by Lender) that is reasonably acceptable to Lender pursuant to which such new guarantor(s) assumes all obligations of the applicable Guarantor under all the applicable Loan Documents;

(F) if any mortgage backed security (“MBS”) is Outstanding, the Transfer shall not result in a “significant modification”, as defined under applicable Treasury Regulations, of any Loan that has been securitized in an MBS;

(G) the Borrower shall pay a transfer fee in connection with an IPO as follows:

(1)

0 basis points, in the event that (x) the aggregate combined Debt Service Coverage Ratio (calculated on an amortizing basis) of all Collateral Pools after giving effect to the IPO is greater than or equal to 1.55:1.0 and (y) the aggregate combined Loan to Value Ratio of all Collateral Pools is less than or equal to 55%; or

(2)

the product of 3 basis points (0.03%) multiplied by the sum of all Loans Outstanding after giving effect to the IPO, in the event that (x) the aggregate combined Debt Service Coverage Ratio (calculated on an amortizing basis) of all Collateral Pools after giving effect to the IPO is less than 1.55:1.0 and greater than or equal to 1.35:1.0 and (y) the aggregate combined Loan to Value Ratio of all Collateral Pools is greater than 55% and less than or equal to 65%; or

(3)

the product of 5 basis points (0.05%) multiplied by the sum of all Loans Outstanding after giving effect to the IPO, in the event that (x) the aggregate combined Debt Service Coverage Ratio (calculated on an amortizing basis) of all Collateral Pools after giving effect to the IPO is less than 1.35:1.0 and greater than or equal to 1.25:1.0 and (y) the aggregate combined Loan to Value Ratio of all Collateral Pools is greater than 65% and less than or equal to 75%; or

(4)

the product of 10 basis points (0.10%) multiplied by the sum of all Loans Outstanding after giving effect to the IPO, in the event that (x) the aggregate combined Debt Service Coverage Ratio (calculated on an amortizing basis) of all Collateral Pools after giving effect to the IPO is less than 1.25:1.0 or (y) the aggregate combined Loan to Value Ratio of all Collateral Pools is greater than 75%.

(viii) Transfers of securities in a PublicCo, provided that such security is listed on the New York Stock Exchange or any other nationally recognized securities exchange in the United States and provided further that such PublicCo maintains the listing of its securities on the New York Stock Exchange or such other exchange throughout the term of the Loan.

Notwithstanding the foregoing, the restrictions set forth in clause (vii)(A) and clause (vii)(B) above shall not apply to the extent that, as a result of the application of a portion of IPO Proceeds, the aggregate combined Debt Service Coverage Ratio (calculated on an amortized basis) of all Collateral Pools is equal to or greater than 1.35:1.0 and the aggregate combined Loan to Value Ratio of all Collateral Pools is equal to or less than 65%.

Notwithstanding the foregoing, no Transfer permitted under Section 6.13(b) (i),(ii),(iii),(iv), (v) or (vi) shall be permitted if the proposed transferee or any owner of the proposed transferee is identified on any of the lists referenced in (iii) of the definition of Prohibited Person.

(c) Consent to Prohibited Transfers. Lender may, in its sole discretion, consent to a Transfer that would otherwise violate this Section 6.13 if, prior to the Transfer, the relevant Borrower Party has satisfied each of the following requirements:

(i) the submission to Lender of all information required by Lender to make the determination required by Section 6.13;

(ii) the absence of any Event of Default;

(iii) neither transferee nor guarantor is directly or indirectly owned by nor is a Prohibited Person and each meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on Multifamily Residential Properties;

(iv) in the case of a Transfer of direct or indirect Ownership Interests in Borrower Party, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee or one (1) or more individuals or entities acceptable to Lender of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender;

(v) in the event such Transfer of direct or indirect Ownership Interests in Borrower, IDOT Guarantor or Guarantor results in (A) a Change of Control or (B) a Transfer of a Mortgaged Property, such Transfer must include all Mortgaged Properties in a Collateral Pool;

(vi) Lender’s receipt of all of the following:

(A) in the case of a Transfer or assumption of an entire Collateral Pool or Pools, but not the Transfer or full assumption of the Credit Facility, a transfer fee equal to one percent (1%) of the Loans Outstanding under such Collateral Pool or Pools immediately prior to the Transfer, and in all other cases, a transfer fee equal to 25 basis points (0.25%) of the Loans Outstanding under this Agreement immediately prior to the Transfer.

(B) Borrower shall reimburse on demand Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

(vii) Lender determines that the Transfer shall not result in a “significant modification,” as defined under applicable Treasury Regulations, of any Loan that has been securitized in an MBS.

Section 6.14.

Transfer of Ownership of Mortgaged Property.

(a) Prohibition on Transfers. Subject to paragraph (b) of this Section 6.14, none of Borrower, IDOT Guarantor or Guarantor shall cause or permit a Transfer of all or any part of a Mortgaged Property.

(b) Permitted Transfers. Notwithstanding provision (a) of this Section 6.14, the following Transfers of a Mortgaged Property by Borrower, IDOT Guarantor or Guarantor are permitted without the consent of Lender:

(i) The grant of a leasehold interest in individual dwelling units or commercial spaces in accordance with the Security Instrument.

(ii) A sale or other disposition of obsolete or worn out personal property which is contemporaneously replaced by comparable personal property of equal or greater value which is free and clear of liens, encumbrances and security interests other than those created by the Loan Documents or Permitted Liens.

(iii) The creation of a mechanic’s or materialmen’s lien or judgment lien against a Mortgaged Property which is released of record, bonded over, or otherwise remedied to Lender’s satisfaction within thirty (30) days of the date of creation.

(iv) The grant of an easement if, prior to the granting of the easement, Borrower causes to be submitted to Lender all information required by Lender to evaluate the easement, and if Lender consents to such easement based upon Lender’s determination that the easement will not materially affect the operation of the Mortgaged Property or Lender’s interest in the Mortgaged Property and Borrower or IDOT Guarantor pays to Lender, on demand, all reasonable third-party out-of-pocket costs and expenses incurred by Lender in connection with reviewing Borrower’s request. Lender shall not unreasonably withhold its consent to or withhold its agreement to subordinate the lien of a Security Instrument to (A) the grant of a utility easement serving a Mortgaged Property to a publicly operated utility, or (B) the grant of an easement related to expansion or widening of roadways, provided that any such easement is in form and substance reasonably acceptable to Lender and does not materially and adversely affect the access, use or marketability of a Mortgaged Property.

(v) The creation of a Permitted Lien.

Notwithstanding the foregoing, no Transfer shall be permitted if Lender determines that the Transfer results in a “significant modification,” as defined under applicable Treasury Regulations, of any Loan that has been securitized in an MBS.

(c) Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 6.14 if, prior to the Transfer, Borrower has satisfied each of the following requirements:

(i) the submission to Lender of all information required by Lender to make the determination required by this Section 6.14;

(ii) the absence of any Event of Default;

(iii) neither transferee nor guarantor is directly or indirectly owned by nor is a Prohibited Person and each meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of Borrower, IDOT Guarantor or Guarantor, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on Multifamily Residential Properties;

(iv) if transferor or any other person has obligations under any Loan Documents, the execution by the transferee or one (1) or more individuals or entities acceptable to Lender of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender;

(v) the Mortgaged Property, at the time of the proposed Transfer, meets all standards as to its physical condition that are customarily applied by Lender at the time of the proposed Transfer to the approval of properties in connection with the origination or purchase of similar mortgages on multifamily properties;

(vi) such Transfer applies to all Mortgaged Properties in a Collateral Pool (except with respect to a Collateral Pool with one (1) Mortgaged Property, no individual Mortgaged Property may be Transferred subject to the lien of the Security Instrument);

(vii) Lender’s receipt of all of the following:

(B) Borrower shall reimburse Lender on demand for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

(viii) Lender determines that the Transfer shall not result in a “significant modification,” as defined under applicable Treasury Regulations, of any Loan that has been securitized in an MBS.

Section 6.15.

Change in Senior Management.

Borrower shall give Lender notice of any change in the identity of Senior Management within ten (10) Business Days of the occurrence thereof.

Section 6.16.

Date-Down Endorsements.

At any time and from time to time, a Lender may obtain an endorsement to each Title Insurance Policy containing a Revolving Credit Endorsement, amending the effective date of the Title Insurance Policy to the date of the title search performed in connection with the endorsement. The applicable Collateral Pool Borrower shall pay for the cost and expenses incurred by Lender to the Title Company in obtaining such endorsement, provided that, for each Title Insurance Policy, it shall not be liable to pay for more than one (1) such endorsement in any consecutive twelve (12) month period (including if such Borrower has paid for such endorsements in connection with a Substitution or Release).

Section 6.17.

Ownership of Mortgaged Properties.

Applicable Borrower or IDOT Guarantor shall be the sole owner of its Mortgaged Properties free and clear of any Liens other than Permitted Liens.

Section 6.18.

Change in Property Manager.

Collateral Pool Borrower shall give Lender notice of any change in the identity of the Property Manager of each Mortgaged Property in such Collateral Pool, and no such change shall be made without the prior consent of Lender, which shall not be unreasonably withheld, conditioned or delayed based on the criteria for approval of Property Managers as required by Lender for similar loans anticipated to be purchased by Lender. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, such Collateral Pool Borrower may change the Property Manager to an Affiliate of Borrower without prior consent of Lender, provided such Collateral Pool Borrower gives Lender prior written notice of such change. As of the date hereof, Archstone Property Management LLC, a Delaware limited liability company (“Manager LLC”) and Archstone Property Management (California) Incorporated, a Delaware corporation are hereby approved as the Property Manager.

Section 6.19.

ADA Litigation.

Borrower acknowledges that that certain Equal Rights Center v. Archstone litigation (Civil Action No. 04-03975 (AMD), U.S. Dist. Ct., D. Md.) (the “ADA Litigation”) identifies various properties (which properties may include the Mortgaged Properties), owned by Borrower, IDOT Guarantor or other entities affiliated with Archstone, as having potential construction/design violations under the Fair Housing Act and the Americans with Disabilities Act. Borrower and IDOT Guarantor shall abide by all terms, provisions, requirements and conditions resulting from a final adjudication, settlement, resolution or other disposition of the ADA Litigation, including, but not limited to, the Consent Decree.

Section 6.20.

[Reserved]

Section 6.21.

[Reserved]

Section 6.22.

Special Covenant Regarding Oakwood Long Beach Marina.

Borrower acknowledges that various activities have taken place on the Mortgaged Property commonly known as Oakwood Long Beach Marina, having an address at 000 Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxxx, that may have resulted in damage or other requirements with respect to environmental matters relating to such Mortgaged Property. Borrower has represented to Lender it is seeking a no further action letter from the California Environmental Protection Agency and/or other appropriate regulatory authorities. Borrower hereby agrees to use commercially reasonable efforts to promptly obtain such no action letter or other regulatory approval with respect to such Mortgage Property and, if required, take any and all remedial or other action recommended or required by any applicable regulatory authority. This covenant is in addition to, and not instead of, any other covenants, obligations and indemnifications set forth in the Loan Documents.

Section 6.23.

[INTENTIONALLY OMITTED]

Section 6.24.

[INTENTIONALLY OMITTED]

Section 6.25.

[INTENTIONALLY OMITTED]

Section 6.26.

Special Covenant Regarding Line of Credit Availability.

Borrower shall, within fifteen (15) days of the end of each fiscal quarter, report in writing to Lender the amount of Line of Credit Availability and whether a Line of Credit Triggering Event has occurred.

ARTICLE 7

NEGATIVE COVENANTS OF BORROWER

Borrower agrees and covenants with Lender that, at all times during the Term of this Agreement:

Section 7.01.

Other Activities.

Other than actions reasonable, customary, and deemed to be necessary, in the reasonable judgment of Lender, in connection with a Transfer permitted hereunder or an IPO of such Borrower Party or one of its Affiliates with respect to Section 7.01(a), Section 7.01(c), Section 7.01(d) and Section 7.01(g), no Borrower Party shall:

(a) in the case of any Borrower, IDOT Guarantor or managing member or general partner of a Borrower or an IDOT Guarantor, amend its Organizational Documents in any material respect without the prior written consent of Lender;

(b) in the case of any Borrower Party not described in (a) of this Section 7.01, amend its Organizational Documents in any way that would have a material adverse effect on any Borrower Party’s ability to perform its obligations under the Loan Documents without the prior written consent of Lender;

(c) dissolve or liquidate in whole or in part (except for the sale of Mortgaged Properties in the ordinary course of business);

(d) in the case of any Borrower, IDOT Guarantor or managing member or general partner of a Borrower or an IDOT Guarantor, except as otherwise provided in this Agreement, without the prior written consent of Lender, merge or consolidate with any Person;

(e) in the case of any Borrower Party not described in (d) of this Section 7.01, if such merger or consolidation would have a Material Adverse Effect on any Borrower Party’s ability to perform its obligations under the Loan Documents, merge or consolidate with any other Person without the prior written consent of Lender;

(f) use, or permit to be used, any Mortgaged Property in the applicable Collateral Pool for any uses or purposes other than as a Multifamily Residential Property and ancillary uses consistent with Multifamily Residential Properties;

(g) in the case of any Borrower, IDOT Guarantor or managing member or general partner of a Borrower or an IDOT Guarantor, convert from one type of legal entity to another type of legal entity; or

(h) in the case of any Borrower Party not described in (g) of this Section 7.01, if such conversion would have a Material Adverse Effect on any Borrower Party’s ability to perform its obligations under the Loan Documents, convert from one type of legal entity to another type of legal entity.

Each Borrower Party shall promptly provide Lender with notice and a copy of any amendment of its Organizational Documents that does not require prior written consent of Lender.

Section 7.02.

Liens.

Neither Borrower nor IDOT Guarantor shall create, incur, assume or suffer to exist any Lien on Borrower’s or IDOT Guarantor’s, as applicable, interest in any Mortgaged Property in its Collateral Pool or any part of any Mortgaged Property, except the Permitted Liens.

Section 7.03.

Indebtedness.

Neither Borrower nor IDOT Guarantor shall incur or be obligated at any time with respect to any Indebtedness (other than Loans) in connection with or secured by any of the Mortgaged Properties. None of Borrower, IDOT Guarantor or any entity whose sole asset is a direct or indirect ownership interest in Borrower or IDOT Guarantor shall incur any “mezzanine debt,” issue any preferred equity or incur any similar Indebtedness or equity with respect to any Mortgaged Property other than the Bank Debt. Notwithstanding the foregoing, in connection with the operation of the Mortgaged Properties, each Borrower and each IDOT Guarantor, without duplication, shall each be permitted to incur Indebtedness in the maximum aggregate amount of $150,000 provided such Borrower or IDOT Guarantor shall not incur or assume any Indebtedness (c) that is not paid when due nor within any applicable grace period in any agreement or instrument relating to such Indebtedness, or (d) that becomes due and payable before its normal maturity by reason of a default or event of default, however described, or any other event of default shall occur and continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness.

Section 7.04.

Principal Place of Business.

Neither Borrower nor IDOT Guarantor shall change its principal place of business or the location of its books and records, each as set forth in Borrower’s Certificate or IDOT Guarantor’s Certificate, as applicable, without first giving thirty (30) days’ prior written notice to Lender.

Section 7.05.

Condominiums.

Neither Borrower nor IDOT Guarantor shall submit any Mortgaged Property in its Collateral Pool to a condominium regime during the Term of this Agreement. Notwithstanding the foregoing, the Mortgaged Properties commonly known as Archstone Columbia Crossing, having an address at 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx; Archstone San Mateo, having an address at 0000 Xxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx; Archstone Pentagon City, having an address at 000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx; and Archstone Sierra del Oro, having an address at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxx, Xxxxxxxxxx are subject to a condominium regime and shall be permitted to be subject to such regime during the term of this Agreement. In addition, such Mortgaged Properties shall be subject to the terms of the Security Instrument with respect to the operation of such condominium regime.

Section 7.06.

Restrictions on Distributions.

Neither Borrower nor IDOT Guarantor shall make any distributions of any nature or kind whatsoever to the owners of its Ownership Interests as such if, at the time of such distribution, an Event of Default has occurred and remains uncured.

Section 7.07.

Master Leases.

No Mortgaged Property may be master leased or otherwise leased in whole or in bulk, provided that the Mortgaged Properties identified on Exhibit M shall be master leased to Master Tenant pursuant to a Master Lease in the form approved by Lender prior to the Initial Closing Date. Borrower shall not, without the prior written consent of Lender, which consent shall be given in Lender’s reasonable discretion, agree to any material modification or amendment to any Master Lease and shall not terminate any Master Lease without Lender’s prior written consent, unless after such termination all Resident Agreements related to the relevant Mortgaged Property shall remain in full force and effect with Borrower becoming a landlord under such Resident Agreements, provided that Lender’s consent shall no longer be required after a Mortgaged Property is released from a Collateral Pool. In the event Master Tenant terminates the Master Lease, Borrower shall promptly provide notice of such termination to Lender.

Section 7.08.

Cash Management.

Lender hereby agrees that the Borrower Parties shall be entitled to utilize the Cash Management System, provided that the Borrower Parties shall not materially modify the Cash Management System without the prior written approval of Lender, and the Borrower Parties shall not enter into any lockbox or cash management arrangement involving rents or proceeds of any Mortgaged Property or distributions of any kind from Borrower or IDOT Guarantor with any party other than the Cash Management System. Upon the request of Lender, each Borrower, IDOT Guarantor or any direct or indirect owner of any Borrower or IDOT Guarantor shall enter into a lockbox or cash management agreement reasonably acceptable to Lender (prepared by Lender) and in substantially the form of Lender’s then current standard form of lockbox and/or cash management agreement. Such cash management agreement shall authorize Lender to terminate distribution of amounts otherwise distributable by Borrower and IDOT Guarantor upon the occurrence of an Event of Default under any Loan.

Section 7.09.

Voting Agreement and Limited Liability Company Agreement.

Lender has previously approved the terms of that certain (a) Voting Agreement dated as of March 31, 2009 and (b) Limited Liability Company Agreement of Archstone Multifamily (Governance) LLC dated as of March 31, 2009.

ARTICLE 8

FEES

Section 8.01.

Re-Underwriting Fee.

On the Closing Date of any Extension, Release, or Substitution (on the Closing Date of the Release of the Release Mortgaged Property under such Substitution), the applicable Collateral Pool Borrower shall pay to Lender a re-underwriting fee equal to the product of $5,000 multiplied by the number of Mortgaged Properties in such Collateral Pool at the time of such Extension, Release Request, or Substitution Request, as applicable (the “Re-Underwriting Fee”).

Section 8.02.

Collateral Pool 6 Extension Fee.

In connection with the Collateral Pool 6 Extension, Collateral Pool 6 Borrower shall pay to Lender a fee of two percent (2%) of the unpaid balance of the Collateral Pool 6 Loan (equal to $18,818,468.06) (the “Collateral Pool 6 Extension Fee”) consisting of the following components: (i) $4,704,617.02 to be paid on the Amended and Restated Agreement Closing Date (the “Closing Date Collateral Pool 6 Extension Fee Payment”); (ii) $4,704,617.02 to be paid in monthly installments (the “Installment Fee”) as an annual fee equal to the product of 10 basis points (0.10%) multiplied by the unpaid principal balance of the Collateral Pool 6 Loan during the period beginning on the Amended and Restated Agreement Closing Date and ending on the earlier of November 1, 2015 or when the Installment Fee is paid in full; and (iii) $9,409,234.03 to be paid as the Exit Fee. Upon any partial prepayment of the Collateral Pool 6 Loan, a portion of the Installment Fee and Exit Fee shall become immediately due in proportion to the amount prepaid to the unpaid balance of the Collateral Pool 6 Loan as of the Amended and Restated Closing Date. With respect to the Installment Fee, for example, if on the date of a partial prepayment Collateral Pool 6 Borrower has previously paid $1,000,000 of the Installment Fee, and such Borrower will repay ten percent (10%) of the unpaid principal balance of the Collateral Pool 6 Loan, the accelerated portion of the Installment Fee due at the time of such repayment shall be equal to $370,461.70 (10% of the $3,704,617.02 Installment Fee remaining unpaid as of the date of prepayment). With respect to the Exit Fee, for example, if the unpaid principal balance of the Collateral Pool 6 Loan as of the Amended and Restated Closing Date was $940,923,403.00 and the amount being partially repaid is $94,092,340.30 (10% of the unpaid principal balance), then $940,923.40 (10% of the $9,409,234.03 Exit Fee) would be due upon such prepayment.

Section 8.03.

Due Diligence Fees.

(a) [Intentionally Deleted]

(b) Additional Due Diligence Fees for Substitute Mortgaged Properties. The applicable Collateral Pool Borrower shall pay to Lender actual due diligence fees including the Lender’s review fee of $1,500 for each Mortgaged Property (the “Additional Due Diligence Fees”) with respect to each proposed Substitute Mortgaged Property anticipated to be added to a Collateral Pool. In connection with any Substitution Request, Borrower shall pay to Lender a deposit equal to the product obtained by multiplying

(i) $12,000 by

(ii) the number of Substitute Mortgaged Properties (such amount to be allocated to Lender for its due diligence expenses).

Any Additional Collateral Due Diligence Fees not covered by the deposit shall be paid by Borrower on the Closing Date (or if the proposed Substitute Mortgaged Property does not become part of the Collateral Pool, on demand) for the Substitute Mortgaged Property. Any portion of the Additional Collateral Due Diligence Fee paid to Lender not actually used by Lender to cover reasonable due diligence expenses shall be promptly refunded to the applicable Collateral Pool Borrower.

Section 8.04.

Legal Fees and Expenses.

(a) Initial Legal Fees. The applicable Collateral Pool Borrower shall pay, or reimburse Lender and Servicer for, all reasonable out-of-pocket third-party legal fees and expenses incurred by Lender and Servicer in connection with the preparation, review and negotiation of this Agreement and any other Loan Documents executed on the date of this Agreement.

(b) Fees and Expenses Associated with Requests. The applicable Collateral Pool Borrower shall pay, or reimburse Lender and Servicer for, all reasonable out-of-pocket third-party costs and expenses incurred by Lender and Servicer, including the out-of-pocket legal fees and expenses incurred by Lender and Servicer in connection with the preparation, review and negotiation of all documents, instruments and certificates to be executed and delivered in connection with each Request for such Collateral Pool Borrower, the performance by Lender of any of its obligations with respect to the Request, the satisfaction of all conditions precedent to such Borrower’s rights or Lender’s obligations with respect to the Request, and all transactions related to any of the foregoing, including the cost of title insurance premiums and applicable recordation and transfer taxes and charges and all other reasonable costs and expenses in connection with a Request. The obligations of the applicable Borrower under this subsection shall be absolute and unconditional, regardless of whether the transaction requested in the Request actually occurs. The applicable Collateral Pool Borrower shall pay such costs and expenses to Lender on the Closing Date for the Request, or, as the case may be, after demand by Lender when Lender determines that such Request will not close.

Section 8.05.

Failure to Close any Request.

If a Collateral Pool Borrower makes a Request and fails to close on the Request for any reason other than the default by Lender, then such Borrower shall pay to Lender all actual cost and expenses (including any breakage costs) incurred by Lender in connection with the failure to close.

ARTICLE 9

EVENTS OF DEFAULT

Section 9.01.

Events of Default.

Each of the following events shall constitute an “Event of Default” under this Agreement, whatever the reason for such event and whether it shall be voluntary or involuntary, or within or without the control of Borrower, IDOT Guarantor or Guarantor or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority, provided that, except with respect to the Loans secured by the Mortgaged Properties comprising a Collateral Pool, an Event of Default that relates solely to any Collateral Pool shall not be an Event of Default under any other Loan or Collateral Pool, except with respect to a Cross-Defaulted Collateral Pool (as defined below):

(a) the occurrence of a default under any Loan Document related to such Borrower’s Collateral Pool beyond the cure period, if any, set forth therein; or

(b) the failure by Borrower to pay within thirty (30) days of its due date or request by Lender, as applicable, when due any amount payable by Borrower under any Note, any Security Instrument, this Agreement or any other Loan Document, including any fees, costs or expenses; provided, however, that (i) such thirty (30) day grace period shall not apply to: (A) regularly scheduled monthly payments of principal, interest, discount (if any) or any payment upon the Maturity Date (as defined in the Note) or the applicable Pool Termination Date or (B) any fees, costs or expenses due and payable on the Initial Closing, the Amended and Restated Agreement Closing Date or any fees, costs or expenses due and payable on the Closing Date of any Request; and (ii) such thirty (30) day grace period shall not be more than (or in addition to) any other grace period provided in the Note, any Security Instrument, this Agreement or any other Loan Document; or

(c) the failure by Borrower or IDOT Guarantor to perform or observe any covenant set forth in Section 6.07 (Inform Lender of Material Events), Section 6.09 (Alterations to Mortgaged Properties), Section 6.12 (Ownership), Section 6.13 (Transfer of Ownership Interest in Borrower Parties), Section 6.14 (Transfer of Ownership of Mortgaged Property), Section 6.17 (Ownership of Mortgaged Properties), Section 6.18 (Change in Property Manager), Section 7.01 (Other Activities), Section 7.02 (Liens), Section 7.03 (Indebtedness), Section 7.06 (Restrictions on Distributions), Section 7.07 (Master Leases); or

(d) the failure by Borrower or IDOT Guarantor to perform or observe any covenant contained in Article 6 or Article 7 (other than those sections specifically referenced in Section 9.01(c) above) for thirty (30) days after receipt of notice of such failure by such Borrower or IDOT Guarantor from Lender, provided that such period shall be extended for up to thirty (30) additional days if such Borrower or IDOT Guarantor, in the discretion of Lender, is diligently pursuing a cure of such default within thirty (30) days after receipt of notice from Lender; or

(e) any warranty, representation or other written statement made by or on behalf of Borrower, IDOT Guarantor or Guarantor contained in this Agreement, any other Loan Document or in any instrument furnished in compliance with or in reference to any of the foregoing, is false or misleading in any material respect on any date when made or deemed made and, in the case of any warranty, representation or other written statement that was not intentionally false or misleading when made, and in Lender’s reasonable judgment is curable, remains uncured for thirty (30) days after notice of such false or misleading statement shall have been given to Borrower; or

(f) (i) any Borrower Party or any Barclays-BOA-Xxxxxx Bankruptcy Person shall (A) commence a voluntary case, whether of such entity or an Affiliate thereof, under the Federal bankruptcy laws (as now or hereafter in effect), (B) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, debt adjustment, winding up or composition or adjustment of debts, (C) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (D) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property, domestic or foreign, (E) admit in writing its inability to pay, or generally not be paying, its debts as they become due, (F) make a general assignment for the benefit of creditors, (G) assert that any Borrower Party (but with respect to any Guarantor, solely with respect to the Guaranty) has no liability or obligations under this Agreement or any other Loan Document to which it is a party; (H) take any action, petition to or cause or permit any of its assets to be partitioned, or (I) take any action for the purpose of effecting any of the foregoing; or (ii) a case or other proceeding shall be commenced against any Borrower Party or any Barclays-BOA-Xxxxxx Bankruptcy Person in any court of competent jurisdiction seeking (A) relief under the Federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding upon or composition or adjustment of debts, or (B) the appointment of a trustee, receiver, custodian, liquidator or the like of any Borrower Party or any Barclays-BOA-Xxxxxx Bankruptcy Person, whether by such entity or an Affiliate thereof, for all or a substantial part of the property, domestic or foreign, of any Borrower Party or any Barclays-BOA-Xxxxxx Bankruptcy Person, whether by such entity or an Affiliate thereof, and any such case or proceeding shall continue undismissed or unstayed for a period of ninety (90) consecutive days, or any order granting the relief requested in any such case or proceeding against any Borrower Party or any Barclays-BOA-Xxxxxx Bankruptcy Person, whether by such entity or an Affiliate thereof (including an order for relief under such Federal bankruptcy laws), shall be entered. Notwithstanding the foregoing, Lender acknowledges that the commencement by Xxxxxx Entities on September 15, 2008 (and periodically thereafter) with the United States Bankruptcy Court for the Southern District of New York of voluntary cases under chapter 11 of title 11 of the United States Code shall not be deemed an Event of Default hereunder; or

(g) if any provision of this Agreement or any other Loan Document or the lien and security interest purported to be created hereunder or under any Loan Document shall at any time for any reason cease to be valid and binding in accordance with its terms on Borrower, IDOT Guarantor or Guarantor, or shall be declared to be null and void, or the validity or enforceability hereof or thereof or the validity or priority of the lien and security interest created hereunder or under any other Loan Document shall be contested by Borrower, IDOT Guarantor

or Guarantor seeking to establish the invalidity or unenforceability hereof or thereof, or Borrower, IDOT Guarantor or Guarantor (only with respect to the Guaranty) shall deny that it has any further liability or obligation hereunder or thereunder; or

(h) (i) the execution by Borrower or IDOT Guarantor of a chattel mortgage or other security agreement on any materials, fixtures or articles used in the construction or operation of the improvements located on any Mortgaged Property or on articles of personal property located therein (other than in connection with any Permitted Liens), or (ii) if any such materials, fixtures or articles are purchased pursuant to any conditional sales contract or other security agreement or otherwise so that the Ownership thereof will not vest unconditionally in Borrower or IDOT Guarantor free from encumbrances, or (iii) if Borrower or IDOT Guarantor does not furnish to Lender upon request the contracts, bills of sale, statements, receipted vouchers and agreements, or any of them, under which Borrower or IDOT Guarantor claims title to such materials, fixtures, or articles; or

(i) the failure by Borrower or IDOT Guarantor to comply with any requirement of any Governmental Authority within thirty (30) days after written notice of such requirement shall have been given to Borrower or IDOT Guarantor by such Governmental Authority; provided that, if the required action is commenced and diligently pursued by Borrower or IDOT Guarantor within such thirty (30) days, then Borrower or IDOT Guarantor shall have such additional time to comply with such requirement as permitted by the Governmental Authority; or

(j) a dissolution or liquidation for any reason (whether voluntary or involuntary) of (i) any Borrower Party except in connection with the sale of Mortgaged Properties in the ordinary course of business, or (ii) any Barclays-BOA-Xxxxxx Bankruptcy Person which would cause a Change of Control; or

(k) any final and nonappealable judgment against Borrower Party, any attachment or other levy against any portion of Borrower Party’s assets with respect to a claim or claims in an amount in excess of $250,000 individually and/or $500,000 in the aggregate remains unpaid, unstayed on appeal undischarged, unbonded, not fully insured or undismissed for a period of ninety (90) days; or

(l) the failure by Borrower, IDOT Guarantor or Guarantor to perform or observe any material term, covenant, condition or agreement hereunder, other than as contained in subsections (a) through (k) above, or in any other Loan Document, within thirty (30) days after receipt of notice from Lender identifying such failure, provided such period shall be extended for up to thirty (30) additional days if Borrower or IDOT Guarantor, in the discretion of Lender, is diligently pursuing a cure of such default within thirty (30) days after receipt of notice from Lender and corrective action is instituted by Borrower or IDOT Guarantor within such period and pursued diligently and in good faith, then such failure shall not constitute an Event of Default unless such failure is not cured by Borrower or IDOT Guarantor within sixty (60) days after receipt of notice from Lender identifying such failure.

Notwithstanding the foregoing, the following Collateral Pools are cross defaulted with each other:

(i) Collateral Pool 1 and Collateral Pool 2 are cross defaulted with each other;

(ii) Collateral Pool 5 and Collateral Pool 7 are cross defaulted with each other; and

(iii) Collateral Pool 8 and Collateral Pool 9 are cross defaulted with each other.

Accordingly, any Event of Default with respect to a Collateral Pool shall result in an Event of Default with respect to the Collateral Pool with which it is cross defaulted, if any (each, a “Cross-Defaulted Collateral Pool”) and shall be deemed an Event of Default under the Loan Documents affecting such Cross-Defaulted Collateral Pool. Accordingly, an Event of Default with respect to Collateral Pool 1 shall result in an Event of Default with respect to Collateral Pool 2 (and vice versa); an Event of Default with respect to Collateral Pool 5 shall result in an Event of Default with respect to Collateral Pool 7 (and vice versa); and an Event of Default with respect to Collateral Pool 8 shall result in an Event of Default with respect to Collateral Pool 9 (and vice versa).

ARTICLE 10

REMEDIES

Section 10.01.

Remedies; Waivers.

Upon the occurrence of an Event of Default, Lender may do any one or more of the following with respect to any Loan secured by (i) a Collateral Pool to which the Event of Default (or the Borrower causing such Event of Default) relates or (ii) the applicable Cross-Defaulted Collateral Pool (without presentment, protest or notice of protest, all of which are expressly waived by each Borrower Party):

(a) by written notice to the defaulting Collateral Pool Borrower and/or the Borrower of the Cross-Defaulted Collateral Pool, to be effective upon dispatch and declare the principal of, and interest on, the Loans and all other sums owing by such Borrower or by the Borrower of the Cross-Defaulted Collateral Pool to Lender under any of the Loan Documents for such Collateral Pool or Cross-Defaulted Collateral Pool immediately due and payable, whereupon the principal of, and interest on, the Loans and all other sums owing by such Collateral Pool Borrower or Borrower of the Cross-Defaulted Collateral Pool to Lender under any of the Loan Documents for such Collateral Pool or Cross-Defaulted Collateral Pool will become immediately due and payable.

(b) Lender shall have the right to pursue any other remedies available to it under any of the Loan Documents for such Collateral Pool or for such Cross-Defaulted Collateral Pool.

(c) Lender shall have the right to pursue all remedies available to it at law or in equity, including obtaining specific performance and injunctive relief with respect to such Collateral Pool and/or the Cross-Defaulted Collateral Pool.

Section 10.02.

Waivers; Rescission of Declaration.

Lender shall have the right, to be exercised in its complete discretion, to waive any breach hereunder (including the occurrence of an Event of Default), by a writing setting forth the terms, conditions, and extent of such waiver signed by Lender and delivered to the applicable Collateral Pool Borrower. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence which gave rise to the waiver and not to any other similar event or occurrence which occurs subsequent to the date of such waiver.

Section 10.03.

Lender’s Right to Protect Collateral and Perform Covenants and Other Obligations.

If any Borrower, IDOT Guarantor or Guarantor fails to perform the covenants and agreements contained in this Agreement or any of the other Loan Documents for the applicable Collateral Pool, after all applicable grace periods, if any, then Lender at Lender’s option may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect Lender’s interest, including (i) disbursement of reasonable attorneys’ fees, (ii) entry upon the Mortgaged Property to make repairs and replacements, (iii) procurement of satisfactory insurance as provided in Sections 7 and 19 of the Security Instrument encumbering the Mortgaged Property in such Collateral Pool, and (iv) if the Security Instrument is on a leasehold, exercise of any option to renew or extend the ground lease on behalf of Borrower or IDOT Guarantor and the curing of any default of Borrower or IDOT Guarantor in the terms and conditions of the ground lease. Any amounts disbursed by Lender pursuant to this Section 10.03, with interest thereon, shall become additional Indebtedness of Collateral Pool Borrower secured by the applicable Collateral Pool Loan Documents. Unless the applicable Collateral Pool Borrower and Lender agree to other terms of payment, such amounts shall be immediately due and payable and shall bear interest from the date of disbursement at the weighted average, as determined by Lender, of the interest rates in effect from time to time for each Loan unless collection from such Borrower of interest at such rate would be contrary to Applicable Law, in which event such amounts shall bear interest at the highest rate which may be collected from such Borrower under Applicable Law. Nothing contained in this Section 10.03 shall require Lender to incur any expense or take any action hereunder.

Section 10.04.

No Remedy Exclusive.

Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under the Loan Documents or existing at law or in equity.

Section 10.05.

No Waiver.

No delay or omission to exercise any right or power accruing under any Loan Document upon the happening of any Event of Default or Potential Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

Section 10.06.

No Notice.

To entitle Lender to exercise any remedy reserved to Lender in this Article 10, it shall not be necessary to give any notice, other than such notice as may be required under the applicable provisions of this Agreement or any of the other Loan Documents.

ARTICLE 11

IMPOSITION DEPOSITS

Section 11.01.

Insurance and Water/Sewer Waived; Other Imposition Deposits Required.

Each Collateral Pool Borrower or IDOT Guarantor shall establish funds for taxes, insurance premiums and certain other charges for each Mortgaged Property in such Collateral Pool in accordance with Section 7(a) of the Security Instrument for each such Mortgaged Property. Notwithstanding the foregoing and the provisions of Subsection 7(a) of the Security Instrument for each such Mortgaged Property, and subject to the conditions of this Article 11, provided that no Event of Default has occurred and is continuing and Collateral Pool Borrower or IDOT Guarantor has timely delivered to Lender any insurance bills or premium notices that it has received pursuant to the requirements of this Section 11.01, Lender shall not require Collateral Pool Borrower or IDOT Guarantor to deposit with Lender any sums for Imposition Deposits ONLY to the extent they relate to (c) any water and sewer charges, and (d) the premiums for fire and other hazard insurance, rent loss insurance and such other insurance as Lender may require under Section 19 of the Security Instrument. Such Collateral Pool Borrower or IDOT Guarantor must (i) pursuant to the terms of Section 19 of the Security Instrument, provide Lender with proof of payment (e.g., paid receipts or cancelled checks) of all such premiums for fire and other hazard insurance, rent loss insurance and such other insurance required under Section 19 of the Security Instrument, (ii) pursuant to the terms of Section 19 of the Security Instrument, deliver to Lender the original (or a duplicate original) of a renewal policy in form satisfactory to Lender, and (iii) to the extent not covered in (i) or (ii) above, pay Impositions for which Lender is not collecting Imposition Deposits no later than the date sixty (60) days after the date such Impositions are due and before the addition of any interest, fine, penalty or cost for nonpayment. In the event that (A) an Event of Default has occurred and is continuing or (B) such Collateral Pool Borrower or IDOT Guarantor does not timely pay any of the Impositions as described in Section 7(a) of the Security Instrument and this Section 11.01, or fails to provide Lender with proof of such payment as set forth in Section 7(a) of the Security Instrument and this Section 11.01, or (C) a Line of Credit Triggering Event has occurred, Lender may immediately thereafter require such Collateral Pool Borrower or IDOT Guarantor to deposit with Lender all of the Imposition Deposits as provided in this Article 11 and in Section 7(a) of the Security Instrument. The terms and provisions of this Article 11 shall be applicable only so long as the current Borrower or IDOT Guarantor remains as the record title owner of the Mortgaged Property, and shall immediately terminate and have no further force or effect upon a sale or exchange of the Mortgaged Property to a third-party purchaser in which the Indebtedness secured by the Security Instrument is assumed by such third-party purchaser. Nothing in this Article 11 or Section 7(a) of the Security Instrument shall be deemed to waive Imposition Deposits with respect to Taxes, which deposits shall be required pursuant to the terms of Section 7(a) of the Security Instrument and this Article 11.

Section 11.02.

Imposition Deposits.

Notwithstanding the provision of Section 7(d) of the Security Instrument, on or before the first day of each Loan Year after the Initial Closing Date, and on or before the Closing Date of a Substitution Request or a Release Request, if Lender determines, based on the foregoing methodology, that a modified amount is required to be deposited with Lender as Imposition Deposits, applicable Collateral Pool Borrower or IDOT Guarantor shall deposit any deficiency with Lender, or Lender shall release any overage to such Collateral Pool Borrower or IDOT Guarantor, provided that, in the case of the latter, no Event of Default or Potential Event of Default then exists hereunder. The applicable Collateral Pool Borrower or IDOT Guarantor shall, subject to such Collateral Pool Borrower’s or IDOT Guarantor’s right to contest under Section 15(d) of the Security Instruments, pay each Imposition relating to a Mortgaged Property before the last date upon which such payment may be made without any penalty or interest charge being added. Subject to such Collateral Pool Borrower’s or IDOT Guarantor’s right to contest under Section 15(d) of the Security Instruments, such Collateral Pool Borrower or IDOT Guarantor shall deliver to Lender evidence that such Borrower or IDOT Guarantor has paid each Imposition within thirty (30) days after making such payment.

Section 11.03.

Replacement Reserves.

Each Collateral Pool Borrower and IDOT Guarantor, as applicable, shall execute a Replacement Reserve Agreement for each of the Mortgaged Properties in the respective Collateral Pool and shall (unless waived by the Lender) make all deposits for replacement reserves in accordance with the terms of the Replacement Reserve Agreement.

Section 11.04.

Completion/Repair Reserves.

If required by Lender, each Collateral Pool Borrower and IDOT Guarantor, as applicable, shall execute a Completion/Repair and Security Agreement for each of the Mortgaged Properties in the respective Collateral Pool and shall (unless waived by the Lender) make all deposits for completion reserves in accordance with the terms of the Completion/Repair and Security Agreement.

ARTICLE 12

LIMITS ON PERSONAL LIABILITY

Section 12.01.

Personal Liability to Borrower.

(a) Limits on Personal Liability. Except as otherwise provided in this Article 12, neither Borrower nor any partner, member, shareholder, employee, trustee, officer, director, agent or Affiliate of Borrower, or any partner, member, shareholder, employee, trustee, officer, director, agent, or Affiliate of any such Affiliate or heir, legal representative or successor or assign of the foregoing (the “Exculpated Parties”) shall have any personal liability under this Agreement, the Note, the Security Instruments or any other Loan Document for the performance of any Obligations of Borrower under the Loan Documents, and Lender’s only recourse for the payment and performance of the Obligations shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and any other Collateral held by Lender as security for the Obligations. This limitation on the Exculpated Parties’ liability shall not limit or impair Lender’s enforcement of its rights against Guarantor under the Guaranty.

(b) Exceptions to Limits on Personal Liability. Each Collateral Pool Borrower shall be personally liable to Lender for the repayment of a portion of the Loans and other amounts due under the Loan Documents evidencing such Collateral Pool Borrower’s Loan equal to any actual loss or actual damage suffered by Lender as a result of (i) failure of such Borrower to pay to Lender, upon demand after an Event of Default, all Rents to which Lender is entitled under Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all security deposits collected by such Borrower or IDOT Guarantor from tenants then in residence; (ii) failure of such Borrower or IDOT Guarantor to apply all insurance proceeds, condemnation proceeds or security deposits from tenants as required by the Security Instrument encumbering the Mortgaged Property; (iii) failure of such Borrower or IDOT Guarantor to comply with its obligations under the Loan Documents with respect to the delivery of books and records and financial statements; (iv) fraud or written material misrepresentation by such Borrower or IDOT Guarantor or any officer, director, partner or member of Borrower or IDOT Guarantor in connection with the application for or creation of the Obligations or any request for any action or consent by Lender; (v) failure to comply with any and all indemnification obligations contained in Section 18 (environmental) of any Security Instrument; (vi) distribution by the Borrower or IDOT Guarantor of any Rents in any Calendar Quarter to the extent that all amounts due and payable to third parties by such Borrower or IDOT Guarantor, including but not limited to all operating expenses, capital expenditures and amounts payable under the Loan Documents have not been paid in full (except that such Borrower or IDOT Guarantor will not be personally liable to the extent that such Borrower or IDOT Guarantor lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding; (vii) the acquisition by any Borrower or IDOT Guarantor of any property or operation of any business not permitted by Section 33 (single purpose) of any Security Instrument securing such Borrower’s Loan.

(c) Full Recourse. Each Collateral Pool Borrower shall be personally liable to Lender for the payment and performance of all Obligations upon the occurrence of any of the following Events of Default: (i) a Transfer that is an Event of Default under Section 21 (transfers) of any Security Instrument securing such Borrower’s Loan; or (ii) a Bankruptcy Event. As used in this subparagraph, the term “Bankruptcy Event” means any one or more of the following events which occurs during the Term of the Agreement:

(iii) The Borrower or IDOT Guarantor (A) commences a voluntary case (or, if applicable, a joint case) under any chapter of the Bankruptcy Code, (B) institutes (by petition, application, answer, consent or otherwise) any other bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, (C) makes a general assignment for the benefit of creditors, (D) applies for, consents to or acquiesces in the appointment of any receiver, liquidator, custodian, sequestrator, trustee or similar officer for it or for all or any substantial part of the Mortgaged Property or (E) admits in writing its inability to pay its debts generally as they mature.

(iv) Guarantor or any Affiliate of Guarantor files an involuntary petition against the Borrower or IDOT Guarantor under any chapter of the Bankruptcy Code or under any other bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to the Borrower or IDOT Guarantor under the laws of any jurisdiction.

(v) Both (A) an involuntary petition under any chapter of the Bankruptcy Code is filed against the Borrower or IDOT Guarantor or the Borrower or IDOT Guarantor directly or indirectly becomes the subject of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or in equity, and (B) the Borrower or IDOT Guarantor or any Affiliate of the Borrower or IDOT Guarantor has acted in concert or conspired with such creditors of the Borrower or IDOT Guarantor (other than the Lender) to cause the filing thereof with the intent to interfere with enforcement rights of the Lender after the occurrence of an Event of Default.

(d) Permitted Transfer Not Release. No Transfer by any party of its Ownership Interests in the Borrower or IDOT Guarantor shall release the party from liability under this Article 12, this Agreement or any other Loan Document, unless Lender shall have approved the Transfer in accordance with this Agreement, or such Transfer is otherwise permitted in this Agreement, and shall have expressly released the party in connection with the Transfer.

(e) Miscellaneous. To the extent that any Borrower or IDOT Guarantor has personal liability under this Section 12.01, or Guarantor has liability under the Guaranty, such liability shall be joint and several and Lender may exercise its rights against such Borrower, IDOT Guarantor or Guarantor personally without regard to whether Lender has exercised any rights against any Mortgaged Property securing the Loan to such Borrower or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under the Loan Documents or Applicable Law. For purposes of this Article 12, the term “Mortgaged Property” shall not include any funds that (i) have been applied by Borrower or IDOT Guarantor as required or permitted by the Loan Documents prior to the occurrence of an Event of Default, or (ii) are owned by Borrower, IDOT Guarantor or Guarantor and which Borrower or IDOT Guarantor was unable to apply as required or permitted by the Loan Documents because of a bankruptcy, receivership, or similar judicial proceeding.

Section 12.02.

Additional Borrowers.

If the owner of a Substitute Mortgaged Property is an Additional Borrower or Additional IDOT Guarantor, the owner of such Substitute Mortgaged Property must demonstrate to the satisfaction of Lender that:

(i) the Additional Borrower or IDOT Guarantor is a Single-Purpose entity; and

(ii) the Additional Borrower or IDOT Guarantor shall be owned as described in Section 6.12.

In addition, on the Closing Date of the addition of a Substitute Mortgaged Property, the owner of such Substitute Mortgaged Property, if such owner is an Additional Borrower or Additional IDOT Guarantor, shall become a party to a contribution agreement in a manner satisfactory to Lender, shall deliver a Certificate of Borrower in form and substance satisfactory to Lender, and execute and deliver, along with the other applicable Collateral Pool Borrowers, any other Loan Documents required by Lender. Any Additional Borrower or Additional IDOT Guarantor of a Substitute Mortgaged Property which becomes added to a Collateral Pool shall be a Borrower or IDOT Guarantor for purposes of this Agreement and shall execute and deliver to Lender an amendment adding such Additional Borrower or Additional IDOT Guarantor as a party to this Agreement and revising the Exhibits hereto, as applicable, to reflect the Substitute Mortgaged Property, identify the applicable Collateral Pool, and add the Additional Borrower or Additional IDOT Guarantor, in each case satisfactory to Lender.

Upon the release of a Mortgaged Property, the Borrower or IDOT Guarantor which owns such Release Mortgaged Property shall automatically without further action be released from its obligations under this Agreement and the other Loan Documents, except for any liabilities or obligations of such Borrower or IDOT Guarantor which arose prior to the Closing Date of such release, and except as specifically set forth in Section 18 of the Security Instrument.

Section 12.03.

Borrower Agency Provisions.

(a) Each Borrower, IDOT Guarantor, Additional Borrower and Additional IDOT Guarantor hereby irrevocably designates Archstone as the borrower agent (the “Borrower Agent”) to be its agent and in such capacity to receive on behalf of Borrower or IDOT Guarantor all proceeds, receive all notices on behalf of Borrower or IDOT Guarantor under this Agreement, make all Requests under this Agreement, and execute, deliver and receive all instruments, certificates, Requests, documents, amendments, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower or IDOT Guarantor, and hereby authorizes Lender to pay over all loan proceeds hereunder in accordance with the direction of Borrower Agent. Each Borrower and IDOT Guarantor hereby acknowledges that all notices required to be delivered by Lender to any Borrower or IDOT Guarantor shall be delivered to Borrower Agent and thereby shall be deemed to have been received by such Borrower or IDOT Guarantor.

(b) The handling of this credit facility as a co-borrowing facility with a Borrower Agent in the manner set forth in this Agreement is solely as an accommodation to Borrower and IDOT Guarantor and is at their request. Lender shall not incur liability to Borrower or IDOT Guarantor as a result thereof. To induce Lender to do so and in consideration thereof, each Borrower and IDOT Guarantor hereby indemnifies the Lender and holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by any Person arising from or incurred by reason of Borrower Agent handling of the financing arrangements of Borrower or IDOT Guarantor as provided herein, reliance by Lender on any request or instruction from Borrower Agent or any other action taken by Lender with respect to this Section 12.03 except due to willful misconduct or gross negligence of the indemnified party.

Section 12.04.

Waivers With Respect to Other Borrower Secured Obligation.

To the extent that a Security Instrument or any other Loan Document executed by one (1) Collateral Pool Borrower or IDOT Guarantor secures an Obligation of another Collateral Pool Borrower or IDOT Guarantor (the “Other Borrower Secured Obligation”), and/or to the extent that a Collateral Pool Borrower or IDOT Guarantor has guaranteed the debt of another Borrower or IDOT Guarantor subject to such Collateral Pool pursuant to Article 12, the Borrower or IDOT Guarantor who executed such Loan Document and/or guaranteed such debt (the “Waiving Borrower”) hereby agrees to the provisions of this Section 12.04. To the extent that any Mortgaged Properties are located in California, the references to the California Code below shall apply to this Agreement and any California Security Instrument securing a California Mortgaged Property, otherwise the California Code shall have no effect on this Agreement or any other Loan Document.

(a) The Waiving Borrower hereby waives any right it may now or hereafter have to require the beneficiary, assignee or other secured party under such Loan Document, as a condition to the exercise of any remedy or other right against it thereunder or under any other Loan Document executed by the Waiving Borrower in connection with the Other Borrower Secured Obligation: (i) to proceed against the other Borrower or IDOT Guarantor or any other person, or against any other collateral assigned to Lender by either Borrower, IDOT Guarantor or any other person; (ii) to pursue any other right or remedy in Lender’s power; (iii) to give notice of the time, place or terms of any public or private sale of real or personal property collateral assigned to Lender by the other Borrower, IDOT Guarantor or any other person (other than the Waiving Borrower), or otherwise to comply with Section 9615 of the California Commercial Code (as modified or recodified from time to time) with respect to any such personal property collateral located in the State of California; or (iv) to make or give (except as otherwise expressly provided in the Security Documents) any presentment, demand, protest, notice of dishonor, notice of protest or other demand or notice of any kind in connection with the Other Borrower Secured Obligation or any collateral (other than the Collateral described in such Security Document) for the Other Borrower Secured Obligation.

(b) The Waiving Borrower hereby waives any defense it may now or hereafter have that relates to: (i) any disability or other defense of the other Borrower, IDOT Guarantor or any other person; (ii) the cessation, from any cause other than full performance, of the Other Borrower Secured Obligation; (iii) the application of the proceeds of the Other Borrower Secured Obligation, by the other Borrower, IDOT Guarantor or any other person, for purposes other than the purposes represented to the Waiving Borrower by the other Borrower or IDOT Guarantor or otherwise intended or understood by the Waiving Borrower or the other Borrower or IDOT Guarantor; (iv) any act or omission by Lender which directly or indirectly results in or contributes to the release of the other Borrower, IDOT Guarantor or any other person or any collateral for any Other Borrower Secured Obligation; (v) the unenforceability or invalidity of any Security Document or other Borrower or IDOT Guarantor Loan Document (other than the Security Instrument or Reimbursement Mortgage executed by the Waiving Borrower that secures the Other Borrower Secured Obligation) or guaranty with respect to any Other Borrower Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any Lien (other than the Lien of such Security Instrument) which secures any Other Borrower Secured Obligation; (vi) any failure of Lender to marshal assets in favor of the Waiving Borrower or any

other person; (vii) any modification of any Other Borrower Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (viii) any and all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Waiving Borrower’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (ix) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (x) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (xi) the election by Lender, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code; (xii) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code; (xiii) any use of cash collateral under Section 363 of the Bankruptcy Code; or (xiv) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. The Waiving Borrower further waives any and all rights and defenses that it may have because the Other Borrower Secured Obligation is secured by real property; this means, among other things, that: (A) Lender may collect from the Waiving Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrower or IDOT Guarantor; (B) if Lender forecloses on any real property collateral pledged by the other Borrower or IDOT Guarantor, then (1) the amount of the Other Borrower Secured Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) Lender may foreclose on the real property encumbered by the Security Instrument executed by the Waiving Borrower and securing the Other Borrower Secured Obligation even if Lender, by foreclosing on the real property collateral of the Other Borrower, has destroyed any right the Waiving Borrower may have to collect from the Other Borrower. Subject to the last sentence of Section 12.03, the foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses the Waiving Borrower may have because the Other Borrower Secured Obligation is secured by real property. These rights and defenses being waived by the Waiving Borrower include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Without limiting the generality of the foregoing or any other provision hereof, the Waiving Borrower further expressly waives, except as provided in Section 12.04(g) below, to the extent permitted by law any and all rights and defenses, which might otherwise be available to it under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such sections.

(c) The Waiving Borrower hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so the Security Instrument executed by the Waiving Borrower and securing the Other Borrower Secured Obligation shall be and remain in full force and effect even if the other Borrower or IDOT Guarantor had no liability at the time of incurring the Other Borrower Secured Obligation, or thereafter ceases to be liable. The Waiving Borrower hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so the Waiving Borrower’s liability may be larger in amount and more burdensome than that of the other Borrower or IDOT Guarantor. The Waiving Borrower hereby waives the benefit of all principles or provisions of law, which are or might be in conflict with the terms of any of its waivers, and agrees that the Waiving Borrower’s waivers

shall not be affected by any circumstances, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. The Waiving Borrower hereby waives the benefits of any right of discharge and all other rights under any and all statutes or other laws relating to guarantors or sureties, to the fullest extent permitted by law, diligence in collecting the Other Borrower Secured Obligation, presentment, demand for payment, protest, all notices with respect to the Other Borrower Secured Obligation, which may be required by statute, rule of law or otherwise to preserve Lender’s rights against the Waiving Borrower hereunder, including notice of acceptance, notice of any amendment of the Loan Documents evidencing the Other Borrower Secured Obligation, notice of the occurrence of any default or Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, notice of the incurring by the other Borrower or IDOT Guarantor of any obligation or indebtedness and all rights to require Lender to (i) proceed against the other Borrower or IDOT Guarantor, (ii) proceed against any general partner of the other Borrower or IDOT Guarantor, (iii) proceed against or exhaust any collateral held by Lender to secure the Other Borrower Secured Obligation, or (iv) if the other Borrower or IDOT Guarantor is a partnership, pursue any other remedy it may have against the other Borrower or IDOT Guarantor, or any general partner of the other Borrower or IDOT Guarantor, including any and all benefits under California Civil Code Sections 2845, 2849 and 2850.

(d) The Waiving Borrower understands that the exercise by Lender of certain rights and remedies contained in a Security Instrument executed by the other Borrower or IDOT Guarantor (such as a nonjudicial foreclosure sale) may affect or eliminate the Waiving Borrower’s right of subrogation against the other Borrower or IDOT Guarantor and that the Waiving Borrower may therefore incur a partially or totally nonreimburseable liability. Nevertheless, the Waiving Borrower hereby authorizes and empowers Lender to exercise, in its sole and absolute discretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of the Waiving Borrower that its waivers shall be absolute, independent and unconditional under any and all circumstances.

(e) In accordance with Section 2856 of the California Civil Code, the Waiving Borrower also waives any right or defense based upon an election of remedies by Lender, even though such election (e.g., nonjudicial foreclosure with respect to any collateral held by Lender to secure repayment of the Other Borrower Secured Obligation) destroys or otherwise impairs the subrogation rights of the Waiving Borrower to any right to proceed against the other Borrower for reimbursement, or both, by operation of Section 580d of the California Code of Civil Procedure or otherwise.

(f) In accordance with Section 2856 of the California Civil Code, the Waiving Borrower waives any and all other rights and defenses available to the Waiving Borrower by reason of Sections 2787 through 2855, inclusive, of the California Civil Code, including any and all rights or defenses the Waiving Borrower may have by reason of protection afforded to the other Borrower or IDOT Guarantor with respect to the Other Borrower Secured Obligation pursuant to the antideficiency or other laws of the State of California limiting or discharging the Other Borrower Secured Obligation, including Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure.

(g) In accordance with Section 2856 of the California Civil Code and pursuant to any other Applicable Law, the Waiving Borrower agrees to withhold the exercise of any and all subrogation, contribution and reimbursement rights against Borrower or IDOT Guarantor, against any other person, and against any collateral or security for the Other Borrower Secured Obligation, including any such rights pursuant to Sections 2847 and 2848 of the California Civil Code, until the Other Borrower Secured Obligation has been indefeasibly paid and satisfied in full, all obligations owed to Lender under the Loan Documents have been fully performed, and Lender have released, transferred or disposed of all of their right, title and interest in such collateral or security.

(h) Each Borrower and IDOT Guarantor hereby irrevocably and unconditionally agrees that in the event that, notwithstanding Section 12.04(g) hereof, to the extent its agreement and waiver set forth in Section 12.04(g) is found by a court of competent jurisdiction to be void or voidable for any reason and such Borrower or IDOT Guarantor has any subrogation or other rights against any other Borrower or IDOT Guarantor, any such claims, direct or indirect, that such Borrower or IDOT Guarantor may have by subrogation rights or other form of reimbursement, contribution or indemnity, against any other Borrower or IDOT Guarantor or to any security or any such Borrower or IDOT Guarantor, shall be and such rights, claims and indebtedness are hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations. Until payment and performance in full with interest (including post-petition interest in any case under any chapter of the Bankruptcy Code) of the Obligations, each Borrower and IDOT Guarantor agrees not to accept any payment, or satisfaction of any kind, of Indebtedness of any other Borrower or IDOT Guarantor in respect of any such subrogation rights arising by virtue of payments made pursuant to this Article 12, and hereby assigns such rights or indebtedness to Lender, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of any such subrogation rights shall be received by any Borrower or IDOT Guarantor in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected should be turned over to Lender for application to the Obligations.

(i) At any time without notice to the Waiving Borrower, and without affecting or prejudicing the right of Lender to proceed against the Collateral described in any Loan Document executed by the Waiving Borrower and securing the Other Borrower Secured Obligation, (i) the time for payment of the principal of or interest on, or the performance of, the Other Borrower Secured Obligation may be extended or the Other Borrower Secured Obligation may be renewed in whole or in part; (ii) the time for the other Borrower’s or IDOT Guarantor’s performance of or compliance with any covenant or agreement contained in the Loan Documents evidencing the Other Borrower Secured Obligation, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived; (iii) the maturity of the Other Borrower Secured Obligation may be accelerated as provided in the related Note or any other related Loan Document; (iv) the related Note or any other related Loan Document may be modified or amended by Lender and the other Borrower or IDOT Guarantor in any respect, including an increase in the principal amount; and (v) any security for the Other Borrower Secured Obligation may be modified, exchanged, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Other Borrower Secured Obligation.

(j) It is agreed among each Borrower, IDOT Guarantor and Lender that all of the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the Loan Documents and that but for the provisions of this Article 12 and such waivers Lender would decline to enter into this Agreement.

(k) Waiving Borrower represents and warrants having established with other Borrower adequate means of obtaining, on an ongoing basis, such information as waiving Borrower may require concerning all matters bearing on the risk of nonpayment or nonperformance of the Obligations. Waiving Borrower assumes sole, continuing responsibility for obtaining such information from sources other than from Lender. Lender has no duty to provide any information to Waiving Borrower.

Section 12.05.

Joint and Several Obligation; Cross-Guaranty.

Notwithstanding anything contained in this Agreement or the other Borrower Documents to the contrary (but subject to the last sentence of Section 12.02 and the provisions of Section 12.12), each Borrower shall have joint and several liability for all Obligations of the Loan secured by such Borrower’s Collateral Pool. Notwithstanding the intent of all of the parties to this Agreement that all Obligations of each Borrower with respect to a Collateral Pool under this Agreement and the other Borrower Loan Documents shall be joint and several Obligations of each Borrower subject to such Collateral Pool, each Borrower, on a joint and several basis, hereby irrevocably guarantees to Lender and its successors and assigns, the full and prompt payment of the Loan secured by such Borrower’s Collateral Pool (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations secured by such Borrower’s Collateral Pool owed or hereafter owing to Lender by each other Borrower owning a Mortgaged Property subject to the same Collateral Pool. Similarly, each IDOT Guarantor, on a joint and several basis, hereby irrevocably guarantees to Lender and its successors and assigns, the full and prompt payment of the Loan secured by such Borrower’s Collateral Pool (whether at stated maturity, by acceleration or otherwise) and performance of all Obligations secured by such Borrower’s Collateral Pool owed or hereafter owing to Lender by each other Borrower and IDOT Guarantor owning a Mortgaged Property subject to the same Collateral Pool, on a secondary, and not a primary, basis provided that each IDOT Guarantor’s liability shall be effective only upon the occurrence of a default by each Borrower. Each Borrower or IDOT Guarantor agrees that its guaranty obligation hereunder is an unconditional guaranty of payment and performance and not merely a guaranty of collection. The Obligations of each Borrower or IDOT Guarantor under this Agreement shall not be subject to any counterclaim, set-off, recoupment, deduction, cross-claim or defense based upon any claim any Borrower or IDOT Guarantor may have against Lender or any other Borrower or IDOT Guarantor.

Section 12.06.

No Impairment.

Each Borrower and IDOT Guarantor agrees that the provisions of this Article 12 are for the benefit of Lender and their successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower or IDOT Guarantor and Lender, the obligations of such other Borrower or IDOT Guarantor under the Loan Documents.

Section 12.07.

Election of Remedies.

(a) Lender, in its discretion, may (i) bring suit against any one or more Collateral Pool Borrower, jointly and severally, without any requirement that Lender first proceed against any other Borrower or IDOT Guarantor or any other Person; (ii) compromise or settle with any one or more Borrower or IDOT Guarantor, or any other Person, for such consideration as Lender may deem proper; (iii) release one or more Borrower or IDOT Guarantor, or any other Person, from liability; and (iv) otherwise deal with any Borrower or IDOT Guarantor and any other Person, or any one or more of them, in any manner, or resort to any of the Collateral at any time held by it for performance of the Obligations or any other source or means of obtaining payment of the Obligations, and no such action shall impair the rights of Lender to collect from any Borrower or IDOT Guarantor any amount guaranteed by any Borrower or IDOT Guarantor under this Article 12.

(b) If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies, including its rights to enter a deficiency judgment against any Collateral Pool Borrower or any other Person, whether because of any Applicable Laws pertaining to “election of remedies” or the like, each Collateral Pool Borrower hereby consents to such action by Lender and waives any claim based upon such action, even if such action by Lender shall result in a full or partial loss or any rights of subrogation which each such Borrower might otherwise have had but for such action by Lender. Any election of remedies which results in the denial or impairment of the right of Lender to seek a deficiency judgment against any Collateral Pool Borrower shall not impair any other such Collateral Pool Borrower’s obligation to pay the full amount of the Obligations secured by the applicable Collateral Pool. In the event Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or any of the Loan Documents, Lender may bid all or less than the amount of the Obligations secured by the applicable Collateral Pool and the amount of such bid need not be paid by Lender but shall be credited against the Obligations secured by the applicable Collateral Pool. The amount of the successful bid at any such sale, whether Lender or any other party is the successful bidder, shall be conclusively deemed to be fair market value of the Collateral secured by the applicable Collateral Pool and the difference between such bid amount and the remaining balance of the Obligations secured by the applicable Collateral Pool shall be conclusively deemed to be amount of the Obligations secured by the applicable Collateral Pool guaranteed under this Article 12, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lender might otherwise be entitled but for such bidding at any such sale.

Section 12.08.

Subordination of Other Obligations.

(a) Each Borrower and IDOT Guarantor hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower or IDOT Guarantor by any other Borrower or IDOT Guarantor pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 12 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower or IDOT Guarantor in accordance with, and only in accordance with, the provisions of Section 12.08(b) hereof.

(b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents for such Collateral Pool have been terminated, each such Collateral Pool Borrower and IDOT Guarantor irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each such Collateral Pool Borrower and IDOT Guarantor hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of the Loan Documents pertaining to such Collateral Pool, then (i) payments may be received by such Borrower or IDOT Guarantor in respect of the Subordinated Obligations in accordance with the stated terms thereof, and (ii) each such Borrower, IDOT Guarantor and Guarantor shall be permitted to make distributions in accordance with the terms of the applicable Organizational Documents. Except as aforesaid, each Borrower and IDOT Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower or IDOT Guarantor in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Lender, which assignment shall be of no further force and effect upon full satisfaction of the Obligations, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower or IDOT Guarantor in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Section 12.09.

Insolvency and Liability of Other Borrower.

So long as any of the Obligations are outstanding with respect to the applicable Collateral Pool, if a petition under any chapter of the Bankruptcy Code is filed by or against any Collateral Pool Borrower or IDOT Guarantor (the “Subject Borrower” for the purposes of Section 12.09, Section 12.10, Section 12.11 and Section 12.12 of this Agreement), each other Collateral Pool Borrower or IDOT Guarantor subject to such Collateral Pool (each, an “Other Borrower” for the purposes of Section 12.09, Section 12.10, Section 12.11 and Section 12.12 of this Agreement) agrees to file all claims against the Subject Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in connection with indebtedness owed by the Subject Borrower and to assign to Lender all rights thereunder up to the amount of such indebtedness, which assignment shall be of no further force and effect upon full satisfaction of the Obligations. In all such cases, the Person or Persons authorized to pay such claims shall pay to Lender the full amount thereof and Lender agrees to pay such Other Borrower any amounts received in excess of the amount necessary to pay the Obligations of the Loan secured by such Borrower’s or IDOT Guarantor’s Mortgaged Property. Each Other Borrower hereby assigns to

Lender all of such Borrower’s or IDOT Guarantor’s rights to all such payments to which such Other Borrower would otherwise be entitled but not to exceed the full amount of the Obligations. In the event that, notwithstanding the foregoing, any such payment shall be received by any Other Borrower before the Obligations shall have been finally paid in full, such payment shall be held in trust for the benefit of and shall be paid over to Lender upon demand. Furthermore, notwithstanding the foregoing, the liability of each Borrower or IDOT Guarantor hereunder shall in no way be affected by:

(a) the release or discharge of any Other Borrower in any creditors’, receivership, bankruptcy or other proceedings; or

(b) the impairment, limitation or modification of the liability of any Other Borrower or the estate of any Other Borrower in bankruptcy resulting from the operation of any present or future provisions of any chapter of the Bankruptcy Code or other statute or from the decision in any court.

Section 12.10.

Preferences, Fraudulent Conveyances, Etc.

If Lender is required to refund, or voluntarily refunds, any payment received from any Borrower or IDOT Guarantor because such payment is or may be avoided, invalidated, declared fraudulent, set aside or determined to be void or voidable as a preference, fraudulent conveyance, impermissible setoff or a diversion of trust funds under the bankruptcy laws or for any similar reason, including without limitation any judgment, order or decree of any court or administrative body having jurisdiction over any Borrower or IDOT Guarantor or any of its property, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of, or trustee or similar officer for, any Borrower or IDOT Guarantor or any substantial part of its property, or otherwise, or any statement or compromise of any claim effected by Lender with any Borrower or IDOT Guarantor or any other claimant (a “Rescinded Payment”), then each Other Borrower’s liability to Lender shall continue in full force and effect, or each Other Borrower’s liability to Lender shall be reinstated and renewed, as the case may be, with the same effect and to the same extent as if the Rescinded Payment had not been received by Lender, notwithstanding the cancellation or termination of any of the Loan Documents, and regardless of whether Lender contested the order requiring the return of such payment. In addition, each Other Borrower shall pay, or reimburse Lender for, all expenses (including all reasonable attorneys’ fees, court costs and related disbursements) incurred by Lender in the defense of any claim that a payment received by Lender in respect of all or any part of the Obligations must be refunded. The provisions of this Section 12.10 shall survive the termination of the Borrower or IDOT Guarantor Loan Documents and any satisfaction and discharge of any Borrower or IDOT Guarantor by virtue of any payment, court order or any federal or state law.

Section 12.11.

Maximum Liability of Each Borrower.

Notwithstanding anything contained in this Agreement or any of the Loan Documents to the contrary, if the obligations of any Borrower or IDOT Guarantor under this Agreement or any of the other Loan Documents or any Security Instruments granted by any Borrower or IDOT Guarantor are determined to exceed the reasonably equivalent value received by such Borrower or IDOT Guarantor in exchange for such obligations or grant of such Security Instruments under

any Fraudulent Transfer Law (as hereinafter defined), then such liability of such Borrower or IDOT Guarantor shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations under this Agreement or all the Other Borrower Documents subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Borrower or IDOT Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Borrower or IDOT Guarantor in respect of Indebtedness to any Other Borrower or any other Person that is an Affiliate of the Other Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Borrower or IDOT Guarantor in respect of the Obligations) and after giving effect (as assets) to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Borrower or IDOT Guarantor pursuant to Applicable Law or pursuant to the terms of any agreement including the Contribution Agreement.

Section 12.12.

Liability Cumulative.

The liability of each Borrower or IDOT Guarantor under this Article 12 is in addition to and shall be cumulative with all liabilities of such Borrower or IDOT Guarantor to Lender under this Agreement and all the other Loan Documents to which such Borrower or IDOT Guarantor is a party or in respect of any Obligations of any Other Borrower.

ARTICLE 13

MISCELLANEOUS PROVISIONS

Section 13.01.

Counterparts.

To facilitate execution, this Agreement may be executed in any number of counterparts. It shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart, but it shall be sufficient that the signature of, or on behalf of, each party, appear on one (1) or more counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than the number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

Section 13.02.

Amendments, Changes and Modifications.

This Agreement may be amended, changed, modified, altered or terminated only by written instrument or written instruments signed by all of the parties hereto.

Section 13.03.

Payment of Costs, Fees and Expenses.

The applicable Collateral Pool Borrower shall pay, on demand, all reasonable third-party out-of-pocket fees, costs, charges or expenses (including the reasonable fees and expenses of attorneys, accountants and other experts) incurred by Lender in connection with:

(a) Any amendment, consent, review or waiver to or requested under this Agreement or any of the Loan Documents (whether or not any such amendments, consents or waivers are entered into) for such Collateral Pool.

(b) Defending or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to (i) any Mortgaged Property in such Collateral Pool, (ii) any event, act, condition or circumstance in connection with any Mortgaged Property in such Collateral Pool, or (iii) the relationship between Lender and such Borrower and Guarantor in connection with this Agreement or any of the transactions contemplated by this Agreement.

(c) The administration or enforcement of, or preservation of rights or remedies under, this Agreement or any other Loan Documents or in connection with the foreclosure upon, sale of or other disposition of any Collateral granted pursuant to the Loan Documents.

The applicable Collateral Pool Borrower shall also pay, on demand, any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution, delivery, filing, recordation, performance or enforcement of any of the Loan Documents or the Loans. However, such Borrower will not be obligated to pay any franchise, excise, estate, inheritance, income, excess profits or similar tax on Lender. Any attorneys’ fees and expenses payable by such Borrower pursuant to this Section 13.03 shall be recoverable separately from and in addition to any other amount included in such judgment, and such obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment. Any amounts payable by Borrower pursuant to this Section 13.03, with interest thereon if not paid when due, shall become additional Indebtedness of such Borrower secured by the Loan Documents evidencing the Loan secured by Borrower’s or IDOT Guarantor’s Mortgaged Property. Such amounts shall bear interest from the date such amounts are due until paid in full at the weighted average, as determined by Lender, of the interest rates in effect from time to time for each Loan unless collection from such Borrower of interest at such rate would be contrary to Applicable Law, in which event such amounts shall bear interest at the highest rate which may be collected from such Borrower under Applicable Law. The provisions of this Section 13.03 are cumulative with, and do not exclude the application and benefit to Lender of, any provision of any other Loan Document relating to any of the matters covered by this Section 13.03.

Section 13.04.

Payment Procedure.

All payments to be made to Lender pursuant to this Agreement or any of the Loan Documents shall be made in lawful currency of the United States of America and in immediately available funds by wire transfer to an account designated by Lender before 1:00 p.m. (Eastern Standard Time or Eastern Daylight Time, as applicable) on the date when due.

Section 13.05.

Payments on Business Days.

In any case in which the date of payment to Lender or the expiration of any time period hereunder occurs on a day which is not a Business Day, then, unless expressly otherwise

provided, such payment or expiration of such time period need not occur on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the day of maturity or expiration of such period, except that interest shall continue to accrue for the period after such date to the next Business Day.

Section 13.06.

Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial.

NOTWITHSTANDING ANYTHING IN THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE OTHER LOAN DOCUMENTS TO THE CONTRARY, EACH OF THE TERMS AND PROVISIONS, AND RIGHTS AND OBLIGATIONS OF BORROWER OR IDOT GUARANTOR UNDER THIS AGREEMENT AND THE NOTES, GUARANTOR UNDER THE GUARANTY, AND BORROWER, IDOT GUARANTOR AND GUARANTOR UNDER THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY, INTERPRETED, CONSTRUED AND ENFORCED PURSUANT TO AND IN ACCORDANCE WITH THE LAWS OF THE DISTRICT OF COLUMBIA (EXCLUDING THE LAW APPLICABLE TO CONFLICTS OR CHOICE OF LAW) EXCEPT TO THE EXTENT OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO (i) THE CREATION, PERFECTION AND FORECLOSURE OF LIENS AND SECURITY INTERESTS, AND ENFORCEMENT OF THE RIGHTS AND REMEDIES, AGAINST THE MORTGAGED PROPERTIES, WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED, (ii) THE PERFECTION, THE EFFECT OF PERFECTION AND NON-PERFECTION AND FORECLOSURE OF SECURITY INTERESTS ON PERSONAL PROPERTY (OTHER THAN DEPOSIT ACCOUNTS), WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION DETERMINED BY THE CHOICE OF LAW PROVISIONS OF THE UNIFORM COMMERCIAL CODE IN EFFECT FOR THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED AND (iii) THE PERFECTION, THE EFFECT OF PERFECTION AND NON-PERFECTION AND FORECLOSURE OF DEPOSIT ACCOUNTS, WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION IN WHICH THE DEPOSIT ACCOUNT IS LOCATED. BORROWER, IDOT GUARANTOR AND GUARANTOR AGREE THAT ANY CONTROVERSY ARISING UNDER OR IN RELATION TO THE NOTES, THE SECURITY DOCUMENTS (OTHER THAN THE SECURITY INSTRUMENTS) OR ANY OTHER LOAN DOCUMENT SHALL BE, EXCEPT AS OTHERWISE PROVIDED HEREIN, LITIGATED IN DISTRICT OF COLUMBIA. THE LOCAL AND FEDERAL COURTS AND AUTHORITIES WITH JURISDICTION IN DISTRICT OF COLUMBIA SHALL, EXCEPT AS OTHERWISE PROVIDED HEREIN, HAVE JURISDICTION OVER ALL CONTROVERSIES WHICH MAY ARISE UNDER OR IN RELATION TO THE LOAN DOCUMENTS, INCLUDING THOSE CONTROVERSIES RELATING TO THE EXECUTION, JURISDICTION, BREACH, ENFORCEMENT OR COMPLIANCE WITH THE NOTES, THE SECURITY DOCUMENTS (OTHER THAN THE SECURITY INSTRUMENTS) OR ANY OTHER ISSUE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS. BORROWER, IDOT GUARANTOR AND GUARANTOR IRREVOCABLY CONSENT TO SERVICE, JURISDICTION, AND VENUE OF SUCH COURTS FOR ANY LITIGATION ARISING FROM THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE OTHER LOAN DOCUMENTS, AND WAIVES ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, HABITUAL RESIDENCE OR OTHERWISE.

NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS AGAINST BORROWER, IDOT GUARANTOR AND GUARANTOR AND AGAINST THE COLLATERAL IN ANY OTHER JURISDICTION IN WHICH ANY MORTGAGED PROPERTY IS LOCATED. INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY OTHER PERMITTED JURISDICTION SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT THE LAWS OF DISTRICT OF COLUMBIA SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF BORROWER, IDOT GUARANTOR AND GUARANTOR AND LENDER AS PROVIDED HEREIN OR THE SUBMISSION HEREIN BY BORROWER, IDOT GUARANTOR AND GUARANTOR TO PERSONAL JURISDICTION WITHIN THE DISTRICT OF COLUMBIA. BORROWER, IDOT GUARANTOR, GUARANTOR AND LENDER (A) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING UNDER ANY OF THE LOAN DOCUMENTS TRIABLE BY A JURY AND (B) WAIVE ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. FURTHER, BORROWER, IDOT GUARANTOR AND GUARANTOR HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LENDER (INCLUDING, BUT NOT LIMITED TO, LENDER’S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO BORROWER, IDOT GUARANTOR OR GUARANTOR THAT LENDER WILL NOT SEEK TO ENFORCE THE PROVISIONS OF THIS SECTION 13.06. THE FOREGOING PROVISIONS WERE KNOWINGLY, WILLINGLY AND VOLUNTARILY AGREED TO BY BORROWER, IDOT GUARANTOR AND GUARANTOR UPON CONSULTATION WITH INDEPENDENT LEGAL COUNSEL SELECTED BY BORROWER’S, IDOT GUARANTOR’S AND GUARANTOR’S FREE WILL.

Section 13.07.

Severability.

In the event any provision of this Agreement or in any other Loan Document shall be held invalid, illegal or unenforceable in any jurisdiction, such provision will be severable from the remainder hereof as to such jurisdiction and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired in any jurisdiction.

Section 13.08.

Notices.

(a) Manner of Giving Notice. Each notice, direction, certificate or other communication hereunder (in this Section 13.08 referred to collectively as “notices” and singly as a “notice”) which any party is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if:

(i) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered);

(ii) sent by Federal Express (or other similar reputable overnight courier) designating morning delivery (any notice so delivered shall be deemed to have been received on the Business Day it is delivered by the courier);

(iii) sent by telecopier or facsimile machine which automatically generates a transmission report that states the date and time of the transmission, the length of the document transmitted, and the telephone number of the recipient’s telecopier or facsimile machine (to be confirmed with a copy thereof sent in accordance with paragraphs (i) or (ii) above within two (2) Business Days) (any notice so delivered shall be deemed to have been received (A) on the date of transmission, if so transmitted before 5:00 p.m. (local time of the recipient) on a Business Day, or (B) on the next Business Day, if so transmitted on or after 5:00 p.m. (local time of the recipient) on a Business Day or if transmitted on a day other than a Business Day);

addressed to the parties as follows:


As to each Borrower	Archstone
and IDOT Guarantor:	0000 X. Xxxxxxxx Xxxxxx
	Xxxxx 000
	Xxxxxxxxx, Xxxxxxxx 00000
	Attention:	General Counsel
	Telecopy:	(000) 000-0000
	Email:	xxxxx@xxxxxxxxxxxxxx.xxx

with a copy to:	Xxxxxxxx & Xxxxx LLP
	000 Xxxxxxxxx Xxxxxx
	Xxx Xxxx, XX 00000
	Attention: Xxxxxxx X. Xxxxxxxxx, P.C.
	Telecopy:	(000) 000-0000
	Email:	xxxxxxx.xxxxxxxxx@xxxxxxxx.xxx

As to Servicer:	Xxxxx Fargo Multifamily Capital, Inc.
	000 Xxxx Xxxxxx
	Mail Code NY 4060
	Xxx Xxxx, Xxx Xxxx 00000
	Attention:	Xxxxx X. Xxxxxx
	Telecopy:	(000) 000-0000

As to Lender:	Xxxxxx Mae
	0000 Xxxxxxxxx Xxxxxx, X.X.
	Xxxxxxxxxx, X.X. 00000-0000
	Attention:	Vice President for
		Multifamily Asset Management
	Telecopy No.:	(000) 000-0000

with a copy to:	Xxxxxxx LLP
	000 0^xxXxxxxx, X.X.
	Xxxxxxxxxx, X.X. 00000
	Attention:	Xxxxxxxxx X. XxXxxx, Esq.
	Telecopy No.:	(000) 000-0000

(b) Change of Notice Address. Any party may, by notice given pursuant to this Section 13.08, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its notices, but notice of a change of address shall only be effective upon receipt. Each party agrees that it shall not refuse or reject delivery of any notice given hereunder, that it shall acknowledge, in writing, receipt of the same upon request by the other party and that any notice rejected or refused by it shall be deemed for all purposes of this Agreement to have been received by the rejecting party on the date so refused or rejected, as conclusively established by the records of the U.S. Postal Service, the courier service or facsimile.

Section 13.09.

Further Assurances and Corrective Instruments.

(a) Further Assurances. To the extent permitted by law, the parties hereto agree that they shall, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as Lender, Borrower or IDOT Guarantor may reasonably request and as may be required in the opinion of Lender or its counsel to effectuate the intention of or facilitate the performance of this Agreement or any Loan Document.

(b) Further Documentation. Without limiting the generality of subsection (a), in the event any further documentation or information is required by Lender to correct patent mistakes in the Loan Documents, materials relating to the Title Insurance Policies or the funding of the Loans, Borrower and IDOT Guarantor shall provide, or cause to be provided to Lender, at its cost and expense, such documentation or information. Borrower and IDOT Guarantor shall execute and deliver to Lender such documentation, including any amendments, corrections, deletions or additions to the Notes, the Security Instruments or the other Loan Documents as is reasonably required by Lender.

Section 13.10.

Term of this Agreement.

This Agreement shall continue in effect until the Facility Termination Date.

Section 13.11.

Assignments; Third-Party Rights.

No Borrower shall assign this Agreement, or delegate any of its obligations hereunder, without the prior written consent of Lender. Lender may assign its rights and obligations under this Agreement separately or together, without Borrower’s consent.

Section 13.12.

Headings.

Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 13.13.

General Interpretive Principles.

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in Appendix I and elsewhere in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other genders; (ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (iii) references herein to “Articles,” “Sections,” “subsections,” “paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, subsections, paragraphs and other subdivisions of this Agreement; (iv) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions; (v) a reference to an Exhibit or a Schedule without a further reference to the document to which the Exhibit or Schedule is attached is a reference to an Exhibit or Schedule to this Agreement; (vi) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and (vii) the word “including” means “including, but not limited to.”

Section 13.14.

Interpretation.

The parties hereto acknowledge that each party and their respective counsel have participated in the drafting and revision of this Agreement and the Loan Documents. Accordingly, the parties agree that any rule of construction which disfavors the drafting party shall not apply in the interpretation of this Agreement and the Loan Documents or any amendment or supplement or exhibit hereto or thereto.

Section 13.15.

Standards for Decisions, Etc.

Unless otherwise provided herein, if Lender’s approval is required for any matter hereunder, such approval may be granted or withheld in Lender’s sole and absolute discretion. Unless otherwise provided herein, if Lender’s designation, determination, selection, estimate, action or decision is required, permitted or contemplated hereunder, such designation, determination, selection, estimate, action or decision shall be made in Lender’s sole and absolute discretion.

Section 13.16.

Decisions in Writing.

Any approval, designation, determination, selection, action or decision of Lender or Borrower must be in writing to be effective.

Section 13.17.

Approval of Waivers.

Unless otherwise agreed by Lender, any modifications set forth in this Agreement and the other Loan Documents which are modifications to or waivers from the terms and conditions applicable to similar loans purchased by Lender shall remain in effect only for so long as such Borrower controlled by Guarantor, are parties to this Agreement and such Loans are subject to this Agreement.

Section 13.18.

USA Patriot Act.

Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Borrower in accordance with such Act.

Section 13.19.

All Asset Filings.

If Lender believes that an “all-asset” collateral description, as contemplated by Section 9-504(2) of the UCC, is appropriate as to any Collateral under any Loan Document, the Lender is irrevocably authorized to use such a collateral description, whether in one or more separate filings or as part of the collateral description in a filing that particularly describes the Collateral.

Section 13.20.

INTENTIONALLY OMITTED.

Section 13.21.

Special Provisions Regarding Payment of Interest on Imposition Deposits.

Notwithstanding anything in the Loan Documents to the contrary, including but not limited to Section 7(b) of each Security Instrument, Lender shall be required to pay Borrower any interest, earnings or profits on the Imposition Deposits at a rate per annum equal to the prevailing Federal Funds Target Rate less one-quarter of one percent (0.25%) and not the Federal Funds Effective Rate, as otherwise set forth in the Security Instruments. “Federal Funds Target Rate” shall mean, for any day, the rate per annum announced by the Federal Reserve Board as the “Federal Funds Target Rate.”

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


		BORROWER AGENT:

		ARCHSTONE f/k/a ARCHSTONE-XXXXX OPERATING TRUST, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER: ASN Bear Hill LLC, a Delaware limited liability company ASN Quarry Hills LLC, a Delaware limited liability company ASN Watertown LLC, a Delaware limited liability company Archstone Cupertino LLC, a Delaware limited liability company Archstone Emerald Park LLC, a Delaware limited liability company Archstone Hacienda LLC, a Delaware limited liability company Archstone Mountain View LLC, a Delaware limited liability company Archstone Redwood Shores LLC, a Delaware limited liability company COLLATERAL POOL 2 BORROWER: ASN Xxxxxxx Square LLC, a Delaware limited liability company ASN Los Feliz LLC, a Delaware limited liability company Archstone Old Town Pasadena LLC, a Delaware limited liability company Archstone Playa del Rey LLC, a Delaware limited liability company Archstone Thousand Oaks LLC, a Delaware limited liability company Archstone Camargue I LLC, a Delaware limited liability company Archstone Camargue II LLC, a Delaware limited liability company Archstone Camargue III LLC, a Delaware limited liability company ASN La Jolla Colony LLC, a Delaware limited liability company ASN San Mateo LLC, a Delaware limited liability company Archstone South Market LLC, a Delaware limited liability company ASN Walnut Ridge LLC, a Delaware limited liability company ASN Xxxxxxx Lakeview LLC, a Delaware limited liability company COLLATERAL POOL 3 BORROWER: Archstone Del Mar Station LLC, a Delaware limited liability company Archstone Oak Creek I LLC, a Delaware limited liability company Archstone Oak Creek II LLC, a Delaware limited liability company

S-1

ASN Santa Xxxxxx LLC, a Delaware limited liability company

Archstone Santa Xxxxxx on Main LLC, a Delaware limited liability company

ASN Studio City LLC, a Delaware limited liability company

Archstone Studio City III-A LLC, a Delaware limited liability company

Archstone Studio City III-B LLC, a Delaware limited liability company

Archstone Studio City III-C LLC, a Delaware limited liability company

Archstone Westside LLC, a Delaware limited liability company

ASN Hoboken I LLC, a Delaware limited liability company

ASN Hoboken II LLC, a Delaware limited liability company

ASN Santa Xxxxx LLC, a Delaware limited liability company

Xxxxx Property Holdings Parc Vista L.L.C., a Delaware limited liability company

Xxxxx Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

Xxxxx Property Holdings Xxxxxx L.L.C., a Delaware limited liability company

Xxxxx Property Holdings Ballston Place L.L.C., a Delaware limited liability company

Archstone Gallery at Rosslyn LLC a Delaware limited liability company

Xxxxx Property Holdings Six (D.C.) L.P., a Delaware limited partnership

Xxxxx Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

COLLATERAL POOL 4 BORROWER:

Archstone Xxxxxx’x Landing LLC, a Delaware limited liability company

ASN CambridgePark LLC, a Delaware limited liability company

Archstone Marina del Rey-I LLC, a Delaware limited liability company

Archstone Marina del Rey-II LLC, a Delaware limited liability company

Archstone Simi Valley LLC, a Delaware limited liability company

Archstone Columbia Crossing LLC, a Delaware limited liability company

Courthouse Hill LLC, a Delaware limited liability company

Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

Archstone Tysons Corner LLC, a Delaware limited liability company

S-2

Xxxxx Property Holdings Reston Landing L.L.C., a Delaware limited liability company

Xxxxx Property Holdings Three (D.C.) L.P., a Delaware limited partnership

Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C., a Delaware limited liability company

Xxxxx Xxxxxx, L.L.C., a District of Columbia limited liability company

COLLATERAL POOL 5 BORROWER:

Archstone Glendale LLC, a Delaware limited liability company

ASN Pasadena LLC, a Delaware limited liability company

ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

Archstone Walnut Creek LLC, a Delaware limited liability company

Archstone Willow Xxxx LLC, a Delaware limited liability company

Archstone Harborside LLC, a Delaware limited liability company

COLLATERAL POOL 6 BORROWER:

ASN Ventura LLC, a Delaware limited liability company

ASN Ventura Two LLC, a Delaware limited liability company

ASN Ventura Four LLC, a Delaware limited liability company

ASN Emeryville LLC, a Delaware limited liability company

ASN Fairchase LLC, a Delaware limited liability company

Archstone Fairchase II LLC, a Delaware limited liability company

ASN Mountain View LLC, a Delaware limited liability company

ASN San Xxxx LLC, a Delaware limited liability company

Archstone Oakwood Boston LLC, a Delaware limited liability company

ASN Chicago LLC, a Delaware limited liability company

ASN Long Beach LLC, a Delaware limited liability company

ASN Marina LLC, a Delaware limited liability company

Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

ASN Woodland Hills East LLC, a Delaware limited liability company

ASN Bellevue LLC, a Delaware limited liability company

ASN Seattle LLC, a Delaware limited liability company

Archstone Oakwood Arlington LLC, a Delaware limited liability company

S-3

Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

COLLATERAL POOL 7 BORROWER:

ASN Quincy LLC, a Delaware limited liability company

ASN Ventura Colony LLC, a Delaware limited liability company

ASN Long Beach Harbor LLC, a Delaware limited liability company

ASN Fremont LLC, a Delaware limited liability company

ASN Walnut Creek Station LLC, a Delaware limited liability company

Archstone Crystal Place LLC, a Delaware limited liability company

Xxxxx Property Holdings Crystal Plaza LLC, a Delaware limited liability company

Xxxxx Property Holdings Xxxxxxxx House L.L.C., a Delaware limited liability company

Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

Archstone Lincoln Towers LLC, a Delaware limited liability company

ASN Monument Park LLC, a Delaware limited liability company

Archstone Charter Oak LLC, a Delaware limited liability company

Xxxxx Property Holdings One (D.C.) L.P., a Delaware limited partnership

Xxxxx Property Holdings Consulate L.L.C., a Delaware limited liability company

Archstone Gateway Place LLC, a Delaware limited liability company

Xxxxx Property Holdings Five (D.C.) L.P., a Delaware limited partnership

COLLATERAL POOL 8 BORROWER

Archstone Sierra del Oro LLC, a Delaware limited liability company

Archstone Cedar River LLC, a Delaware limited liability company

ASN Dulles LLC, a Delaware limited liability company

Archstone Xxxxxxx at Xxxxxxx I (Borrower) LLC, a Delaware limited liability company

Archstone Xxxxxxx at Russett II (Borrower) LLC, a Delaware limited liability company

S-4


				COLLATERAL POOL 9 BORROWER: ASN Xxxxxx Xxxx LLC, a Delaware limited liability company ASN Key West LLC, a Delaware limited liability company ASN Westmont LLC, a Delaware limited liability company ASN Encinitas LLC, a Delaware limited liability company Xxxxx Property Holdings Van Ness L.P., a Delaware limited partnership Archstone Newport Village I & II LLC, a Delaware limited liability company Archstone Newport Village III LLC, a Delaware limited liability company Xxxxx Property Holdings Crystal Houses L.L.C., a Delaware limited liability company Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC, a Delaware limited liability company IDOT GUARANTOR: ASN Xxxxxxx at Xxxxxxx I LLC, a Delaware limited liability company ASN Xxxxxxx at Russett II LLC, a Delaware limited liability company

				By:		/s/ Xxxxxxx Xxxxxx
				Name:		Xxxxxxx Xxxxxx
				Title:		Group Vice President

S-5


LENDER:

XXXXXX XXX, the body corporate duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		VP-Multifamily Risk

S-6

SCHEDULE I

BORROWERS

POOL 1

ASN Bear Hill LLC, a Delaware limited liability company

ASN Quarry Hills LLC, a Delaware limited liability company

ASN Watertown LLC, a Delaware limited liability company

Archstone Cupertino LLC, a Delaware limited liability company

Archstone Emerald Park LLC, a Delaware limited liability company

Archstone Hacienda LLC, a Delaware limited liability company

Archstone Mountain View LLC, a Delaware limited liability company

Archstone Redwood Shores LLC, a Delaware limited liability company

POOL 2

ASN Xxxxxxx Square LLC, a Delaware limited liability company

ASN Los Feliz LLC, a Delaware limited liability company

Archstone Old Town Pasadena LLC, a Delaware limited liability company

Archstone Playa del Rey LLC, a Delaware limited liability company

Archstone Thousand Oaks LLC, a Delaware limited liability company

Archstone Camargue I LLC, a Delaware limited liability company

Archstone Camargue II LLC, a Delaware limited liability company

Archstone Camargue III LLC, a Delaware limited liability company

ASN La Jolla Colony LLC, a Delaware limited liability company

ASN San Mateo LLC, a Delaware limited liability company

Archstone South Market LLC, a Delaware limited liability company

ASN Walnut Ridge LLC, a Delaware limited liability company

ASN Xxxxxxx Lakeview LLC, a Delaware limited liability company

POOL 3

Archstone Del Mar Station LLC, a Delaware limited liability company

Archstone Oak Creek I LLC, a Delaware limited liability company

Archstone Oak Creek II LLC, a Delaware limited liability company

ASN Santa Xxxxxx LLC, a Delaware limited liability company

Archstone Santa Xxxxxx on Main LLC, a Delaware limited liability company

Schedule I-1

ASN Studio City LLC, a Delaware limited liability company

Archstone Studio City III-A LLC, a Delaware limited liability company

Archstone Studio City III-B LLC, a Delaware limited liability company

Archstone Studio City III-C LLC, a Delaware limited liability company

Archstone Westside LLC, a Delaware limited liability company

ASN Hoboken I LLC, a Delaware limited liability company

ASN Hoboken II LLC, a Delaware limited liability company

ASN Santa Xxxxx LLC, a Delaware limited liability company

Xxxxx Property Holdings Parc Vista L.L.C., a Delaware limited liability company

Xxxxx Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

Xxxxx Property Holdings Xxxxxx L.L.C., a Delaware limited liability company

Xxxxx Property Holdings Ballston Place L.L.C., a Delaware limited liability company

Archstone Gallery at Rosslyn LLC a Delaware limited liability company

Xxxxx Property Holdings Six (D.C.) L.P., a Delaware limited partnership

Xxxxx Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

POOL 4

Archstone Xxxxxx’x Landing LLC, a Delaware limited liability company

ASN CambridgePark LLC, a Delaware limited liability company

Archstone Marina del Rey-I LLC, a Delaware limited liability company

Archstone Marina del Rey-II LLC, a Delaware limited liability company

Archstone Simi Valley LLC, a Delaware limited liability company

Archstone Columbia Crossing LLC, a Delaware limited liability company

Courthouse Hill LLC, a Delaware limited liability company

Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

Archstone Tysons Corner LLC, a Delaware limited liability company

Xxxxx Property Holdings Reston Landing L.L.C., a Delaware limited liability company

Xxxxx Property Holdings Three (D.C.) L.P., a Delaware limited partnership

Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C., a Delaware limited liability company

Xxxxx Xxxxxx, L.L.C., a District of Columbia limited liability company

Schedule I-2

POOL 5

Archstone Glendale LLC, a Delaware limited liability company

ASN Pasadena LLC, a Delaware limited liability company

ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

Archstone Walnut Creek LLC, a Delaware limited liability company

Archstone Willow Xxxx LLC, a Delaware limited liability company

Archstone Harborside LLC, a Delaware limited liability company

POOL 6

ASN Ventura LLC, a Delaware limited liability company

ASN Ventura Two LLC, a Delaware limited liability company

ASN Ventura Four LLC, a Delaware limited liability company

ASN Emeryville LLC, a Delaware limited liability company

ASN Fairchase LLC, a Delaware limited liability company

Archstone Fairchase II LLC, a Delaware limited liability company

ASN Mountain View LLC, a Delaware limited liability company

ASN San Xxxx LLC, a Delaware limited liability company

Archstone Oakwood Boston LLC, a Delaware limited liability company

ASN Chicago LLC, a Delaware limited liability company

ASN Long Beach LLC, a Delaware limited liability company

ASN Marina LLC, a Delaware limited liability company

Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

ASN Woodland Hills East LLC, a Delaware limited liability company

ASN Bellevue LLC, a Delaware limited liability company

ASN Seattle LLC, a Delaware limited liability company

Archstone Oakwood Arlington LLC, a Delaware limited liability company

Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

POOL 7

ASN Quincy LLC, a Delaware limited liability company

ASN Ventura Colony LLC, a Delaware limited liability company

ASN Long Beach Harbor LLC, a Delaware limited liability company

ASN Fremont LLC, a Delaware limited liability company

ASN Walnut Creek Station LLC, a Delaware limited liability company

Archstone Crystal Place LLC, a Delaware limited liability company

Xxxxx Property Holdings Crystal Plaza LLC, a Delaware limited liability company

Schedule I-3

Xxxxx Property Holdings Xxxxxxxx House L.L.C., a Delaware limited liability company

Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

Archstone Lincoln Towers LLC, a Delaware limited liability company

ASN Monument Park LLC, a Delaware limited liability company

Archstone Charter Oak LLC, a Delaware limited liability company

Xxxxx Property Holdings One (D.C.) L.P., a Delaware limited partnership

Xxxxx Property Holdings Consulate L.L.C., a Delaware limited liability company

Archstone Gateway Place LLC, a Delaware limited liability company

Xxxxx Property Holdings Five (D.C.) L.P., a Delaware limited partnership

POOL 8

Archstone Sierra del Oro LLC, a Delaware limited liability company

Archstone Cedar River LLC, a Delaware limited liability company

ASN Dulles LLC, a Delaware limited liability company

Archstone Xxxxxxx at Xxxxxxx I (Borrower) LLC, a Delaware limited liability company

Archstone Xxxxxxx at Russett II (Borrower) LLC, a Delaware limited liability company

POOL 9

ASN Xxxxxx Xxxx LLC, a Delaware limited liability company

ASN Key West LLC, a Delaware limited liability company

ASN Westmont LLC, a Delaware limited liability company

ASN Encinitas LLC, a Delaware limited liability company

Xxxxx Property Holdings Van Ness L.P., a Delaware limited partnership

Archstone Newport Village I & II LLC, a Delaware limited liability company

Archstone Newport Village III LLC, a Delaware limited liability company

Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC, a Delaware limited liability company

Xxxxx Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

Schedule I-4

Schedule II

IDOT GUARANTORS

ASN Xxxxxxx at Xxxxxxx I LLC, a Delaware limited liability company

ASN Xxxxxxx at Russett II LLC, a Delaware limited liability company

Schedule II-5

APPENDIX I

DEFINITIONS

For all purposes of the Agreement, the following terms shall have the respective meanings set forth below:

“Additional Borrower” means the owner of a Substitute Mortgaged Property, which entity shall be a Single-Purpose Delaware limited liability company or Delaware limited partnership that is not a Prohibited Person, and (i) either (a) has as its managing member or managing general partner either Archstone or a Delaware limited liability company, a Delaware limited partnership or a Delaware corporation at least ninety-nine percent (99%) owned (exclusive of preferred unit interests existing on the Initial Closing Date), directly or indirectly, by Archstone and/or one or more Xxxxxx Entities, BOA Entities, Barclays Entities, and/or a PublicCo and the day to day operations of which shall be controlled, directly or indirectly, by one or more Xxxxxx Entities, BOA Entities, Barclays Entities and/or a PublicCo, or (b) is not owned, directly or indirectly, by a Prohibited Person, and has been approved by Lender, and (ii) becomes a Borrower under the Agreement and the applicable Loan Documents.

“Additional Due Diligence Fees” means the due diligence fees paid by the applicable Collateral Pool Borrower to Lender with respect to each Substitute Mortgaged Property, as set forth in Section 8.03(b).

“Additional Guarantor” shall mean any entity which entity is not a Prohibited Person, nor owned, directly or indirectly, by a Prohibited Person, and which entity enters into a confirmation and joinder agreement as provided in the Guaranty and, with regard to any concurrent transfer, such transfer shall not cause a Change of Control.

“Additional IDOT Guarantor” means the owner of a Substitute Mortgaged Property, which entity has been approved by Lender and becomes an IDOT Guarantor under the Agreement and the applicable Loan Documents.

“Adjustable Rate” has the meaning set forth in each Variable Loan Note evidencing a Variable Loan (which rate includes the Variable Loan Fee).

“Affiliate” or “Affiliated” means, when used with reference to a specified Person, (a) any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (b) any Person that is an officer of, partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity, (c) any Person that, directly or indirectly, is the beneficial owner of ten percent (10%) or more of any class of equity securities of, or otherwise has a substantial beneficial interest in, the specified Person or of which the specified Person is, directly or indirectly, the owner of ten percent (10%) or more of any class of equity securities or in which the specified Person has a substantial beneficial interest, and (d) for the specified Person, any of the individual’s spouse, issue, parents, siblings and a trust for the benefit of the individual’s spouse or issue, or both. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as

Appendix I - 1

applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management (other than property management) and policies of that Person, whether through the ownership of voting securities, ownership interests or by contract or otherwise.

“Affiliate Debt” shall mean all Bank Debt and Development Debt; provided that all debt converted to equity as part of the closing of this Agreement shall not be Affiliate Debt.

“Aggregate Debt Service Coverage Ratio” means, with respect to any Collateral Pool for any specified date, the ratio (expressed as a percentage) of –

(a)

the aggregate of the Net Operating Income for the Mortgaged Properties in such Collateral Pool

(b)

the Debt Service for such Collateral Pool on the specified date.

“Aggregate Loan to Value Ratio” means, with respect to any Collateral Pool for any specified date, the ratio (expressed as a percentage) of –

(a)

the Loans Outstanding secured by the Mortgaged Properties in such Collateral Pool on the specified date,

(b)

the aggregate of the Valuations most recently obtained prior to the specified date for all of the Mortgaged Properties in such Collateral Pool.

“Agreement” means this Amended and Restated Master Credit Facility Agreement, as it may be amended, supplemented or otherwise modified from time to time, including all Recitals and Exhibits to the Agreement, each of which is hereby incorporated into the Agreement by this reference.

“Allocable Loan Amount” means the portion of the Loans secured by a Collateral Pool allocated to a particular Mortgaged Property by Lender in accordance with the Agreement.

“Alterations” shall have the meaning set forth in Section 6.09.

“Amended and Restated Agreement Closing Date” means the date of this Agreement.

“Amortization Period” means the period of thirty (30) years.

“Applicable Law” means (a) all applicable provisions of all constitutions, statutes, rules, regulations and orders of all governmental bodies, all Governmental Approvals and all orders, judgments and decrees of all courts and arbitrators, (b) all zoning, building, environmental and other laws, ordinances, rules, regulations and restrictions of any Governmental Authority affecting the ownership, management, use, operation, maintenance or repair of any Mortgaged

Appendix I - 2

Property, including the Americans with Disabilities Act (if applicable), the Fair Housing Amendment Act of 1988 and Hazardous Materials Laws (as defined in the Security Instrument), (c) any building permits or any conditions, easements, rights-of-way, covenants, restrictions of record or any recorded or unrecorded agreement affecting or concerning any Mortgaged Property including planned development permits, condominium declarations, and reciprocal easement and regulatory agreements with any Governmental Authority, (d) all laws, ordinances, rules and regulations, whether in the form of rent control, rent stabilization or otherwise, that limit or impose conditions on the amount of rent that may be collected from the units of any Mortgaged Property, and (e) requirements of the Borrower’s or IDOT Guarantor’s insurance companies or similar organizations, affecting the operation or use of any Mortgaged Property or the consummation of the transactions to be effected by the Agreement or any of the other Loan Documents.

“Appraisal” means an appraisal of Multifamily Residential Property conforming to the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Appraised Value” means the value set forth in an Appraisal.

“Archstone” means Archstone, a Maryland real estate investment trust.

“Archstone Capital Event” means an IPO or a private transaction that results in an investment of capital (from parties other than Xxxxxx Entities, BOA Entities and/or Barclays Entities) of at least $2 billion through the sale of Ownership Interests in Archstone Enterprise, the general partner of Archstone Enterprise, or any entity one hundred percent (100%) owned (exclusive of preferred unit interests existing on the Amended and Restated Agreement Closing Date), directly or indirectly, by Archstone Enterprise.

“Archstone Cash Management Agreement” means that certain Intercompany Cash Management Agreement dated as of December 1, 2010 by and among Archstone CM, certain Borrower Parties and other parties identified therein as “Participants”.

“Archstone CM” means Archstone Multifamily CM LLC, a Delaware limited liability company.

“Archstone Enterprise” means Archstone Enterprise LP, a Delaware limited partnership f/k/a Archstone Multifamily Junior Mezz Borrower LP.

“Bank Debt” means, collectively, all of the indebtedness, liabilities and obligations of the Bank Debt Loan Parties under any Bank Debt Loan Document, including without limitation (i) the principal amount of, and accrued interest on (including without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Bank Debt Loan Party, whether or not such interest would be allowed in such case, proceeding or action) the loans extended pursuant to the Bank Debt Agreement and (ii) all other indebtedness, obligations and liabilities of Bank Debt Loan Parties to Bank Debt Lenders now existing or hereafter incurred, created or arising from or relating to the Bank Debt Loan Documents, including, without limitations, any late charges, default interest, prepayment fees or premiums, exit fees, advances and post-petition interest;

Appendix I - 3

provided, however, that the maximum principal amount of such Bank Debt (a) shall not be increased during the first twelve (12) months following the Effective Date, and (b) thereafter and continuing until the latest maturity date to occur (taking into account any extensions thereof) of the Fixed Loans securing Collateral Pool 4, Collateral Pool 5 and Collateral Pool 7, shall not be increased for the purpose of utilizing the cash proceeds of such new Bank Debt to (1) redeem any preferred equity interests or common equity interests that are owned by the Bank Debt Lenders, or (2) make cash distributions to the Bank Debt Lenders in their capacity as owners of any preferred equity interests or common equity interests.

“Bank Debt Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of December 1, 2010, by and among Archstone, Archstone CM, Archstone Property Holdings LLC, a Delaware limited liability company (together, the “Bank Debt Loan Parties”), the Guarantors as defined therein, the several banks and other financial institutions or entities from time to time parties thereto (the “Bank Debt Lenders”) and Bank of America, N.A., as Administrative Agent and the initial L/C Issuer, as such credit facilities may be modified, amended, extended, supplemented, restated or replaced from time to time.

“Bank Debt Loan Documents” shall mean the Bank Debt Agreement together with all documents, notes and instruments contemplated therein or ancillary thereto, as such Bank Debt Agreement, documents, notes and instruments may be modified, amended, extended, supplemented, restated or replaced from time to time.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy” as now and hereafter in effect, or any successor statute.

“Barclays-BOA-Xxxxxx Bankruptcy Person” shall mean a Barclays Entity or BOA Entity or a Xxxxxx Entity that owns a direct or indirect interest in any Borrower Party whose bankruptcy, insolvency, reorganization, debt adjustment, or winding up or composition or adjustment of debts, together with the bankruptcy, insolvency, reorganization, debt adjustment, winding up or composition of adjustment of debts of any other (whether one or more) Barclays Entity or BOA Entity or Xxxxxx Entity owning a direct or indirect interest in any Borrower Party could, in the reasonable judgment of Lender, have an adverse effect on any Borrower Party or other Barclays Entity’s or BOA Entity’s or Xxxxxx Entity’s ability to fulfill its obligations under the Loan Documents, or any such person’s bankruptcy case is substantially consolidated with the bankruptcy case of any other Borrower Party or Barclays Entity or BOA Entity or Xxxxxx Entity.

“Barclays Entities” shall mean, collectively, Barclays Bank PLC. and any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with Barclays Capital Real Estate Finance Inc. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management (other than property management) and policies of that Person, whether through the ownership of voting securities, ownership interests or by contract or otherwise.

Appendix I - 4

“BOA Entities” shall mean, collectively, Bank of America N.A. and any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with Bank of America N.A. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management (other than property management) and policies of that Person, whether through the ownership of voting securities, ownership interests or by contract or otherwise.

“Borrower” shall have the meaning given to such term in the preamble to this Agreement.

“Borrower Agent” shall have the meaning set forth in Section 12.03(a).

“Borrower Parties” means, with respect to any Collateral Pool, the applicable Collateral Pool Borrower, the applicable IDOT Guarantor, each Guarantor, and the general partner or managing member of each applicable Collateral Pool Borrower and each Guarantor.

“Borrower Party” shall mean any of the Borrower Parties, individually.

“Borrower Party Representatives” shall have the meaning set forth in Section 6.03(j).

“Business Day” means a day on which Lender is open for business.

“Calendar Quarter” means, with respect to any year, any of the following three month periods: (a) January-February-March; (b) April-May-June; (c) July-August-September; and (d) October-November-December.

“Calendar Year” means the 12-month period from the first day of January to and including the last day of December, and each 12-month period thereafter.

“Cap Rate” means, for each Mortgaged Property, subject to Section 2.04(c) of the Agreement, a capitalization rate reasonably selected by Lender for use in determining the Valuations, as disclosed to Borrower from time to time.

“Cash Collateral Account” means the cash collateral account established pursuant to the Cash Collateral Agreement.

“Cash Collateral Agreement” means a cash collateral, security and custody agreement by and among Lender, Borrower and a collateral agent for Lender.

“Cash Equivalents” means Permitted Investments having maturities of not more than twelve (12) months from the date of acquisition of such Permitted Investments.

“Cash Flow Sweep” shall have the meaning set forth in Section 1.07.

“Cash Interest Rate” means, on the date of determination, a rate of interest, per annum, established by Lender for loans purchased for cash by Lender of similar characteristics then offered by Lender.

Appendix I - 5

“Cash Management System” means the centralized cash management system utilized by the Borrower Parties pursuant to which (i) rents and other revenues are deposited into one or more concentration accounts that are maintained and administered by Archstone CM, and (ii) debt service, operating expenses and capital expenditures are paid from the funds on deposit in such concentration accounts in accordance with the terms and conditions set forth in the Archstone Cash Management Agreement.

“Change of Control” means the Transfer of a Controlling Interest.

“Closing Date” means the Initial Closing Date, the Amended and Restated Agreement Closing Date and each date after the Initial Closing Date on which the funding or other transaction requested in a Request is required to take place.

“Closing Date Collateral Pool 6 Extension Fee Payment” shall have the meaning set forth in Section 8.02(i).

“Collateral” means the Mortgaged Properties and other collateral from time to time or at any time encumbered by the Security Instruments, or any other property securing Borrower’s obligations under the Loan Documents.

“Collateral Event” means a Request for an Extension, Release, or Substitution, an Event of Default or other event which may invalidate the outstanding Allocable Loan Amounts or other Collateral Pool determinations.

“Collateral Pool” means individually and collectively, all of the Collateral for a particular Collateral Pool described in Recital B of the Agreement and identified on Exhibit A of the Agreement.

“Collateral Pool 6 Extension” shall have the meaning set forth in Section 1.02(b)(i).

“Collateral Pool 6 Extension Fee” shall have the meaning set forth in Section 8.02.

“Collateral Pool Borrower” means individually and collectively, each Borrower that owns Collateral that is a part of such Collateral Pool (each of which may be referred to a “Collateral Pool (APPLICABLE POOL NUMBER) Borrower,” i.e., each Borrower that owns collateral that is part of Collateral Pool 1 may be referred to as a Collateral Pool 1 Borrower).

“Compliance Certificate” means a certificate of Borrower substantially in the form of Exhibit F to the Agreement.

“Confirmation of Guaranty” means a confirmation of the Guaranty executed by Guarantor in connection with any Request after the Initial Closing, substantially in the form of Exhibit E to the Agreement.

“Consent Decree” means that certain Consent Decree entered into and ordered by United States District Judge Xxxxxx X. Xxxxx on June 8, 2005 in connection with the ADA Litigation (as defined in Section 6.19).

Appendix I - 6

“Contribution Agreement” means a Contribution Agreement by and among Borrower and any Additional Borrowers, as the same may be amended, modified or supplemented from time to time.

“Controlling Interest” shall mean, with respect to any entity, the following:

(i) if such entity is a limited partnership, a Transfer of any general partnership interest that results in (x) no Xxxxxx Entity, BOA Entity, Barclays Entity and/or PublicCo having control (as defined in the definition of Affiliate) of such entity or (y) a Guarantor not being owned, directly or indirectly, at least nine and seven-tenths percent (9.7%) by one or more Xxxxxx Entities, BOA Entities and/or Barclays Entities, in the aggregate, unless such Guarantor is a PublicCo or majority owned, directly or indirectly, by a PublicCo;

(ii) if such entity is a limited liability company or a limited liability partnership, a Transfer of any managing member interest (or equivalent) that results in (x) no Xxxxxx Entity, BOA Entity, Barclays Entity and/or PublicCo having control (as defined in the definition of Affiliate) of such entity or (y) a Guarantor not being owned, directly or indirectly, at least nine and seven-tenths percent (9.7%) by one or more Xxxxxx Entities, BOA Entities and/or Barclays Entities in the aggregate, unless such Guarantor is a PublicCo or majority owned, directly or indirectly, by a PublicCo;

(iii) if such entity is a trust, the removal, appointment or substitution of a trustee (or member of a board of trustees, if applicable) of such trust other than (A) in the case of a land trust, or (B) if the trustee (or member of a board of trustees, if applicable) of such trust after such removal, appointment or substitution is selected directly or indirectly by one or more Xxxxxx Entities, BOA Entities, Barclays Entities and/or a PublicCo and is subject to removal directly or indirectly at the sole discretion of one or more Xxxxxx Entities, BOA Entities, Barclays Entities and/or a PublicCo; or

(iv) a Transfer of any or all of the interest of any entity (other than to an entity directly or indirectly controlled by one or more Xxxxxx Entities, BOA Entities, Barclays Entities and/or a PublicCo) that (A) has the ability to cause a change in Senior Management, or (B) has the ability to cause the sale of all or a significant portion of the Borrower, IDOT Guarantor or any of the Guarantors, or (C) has the ability to cause a material change in any lines of business to be entered into or continued by any Borrower, IDOT Guarantor or any Guarantor.

“Coverage and LTV Tests” mean, for any Collateral Pool for any specified date, each of the following financial tests:

(1) For any Collateral Pool that secures a Variable Loan, (a) the Aggregate Debt Service Coverage Ratio is not less than, 0.95:1.0; and (b) the Aggregate Loan to Value Ratio does not exceed sixty-five percent (65%).

(2) For any Collateral Pool that secures a Fixed Loan, (a) the Aggregate Debt Service Coverage Ratio is not less than, during the first three Loan Years, 0.95:1.0; during the fourth and fifth Loan Years, 1:0:1.0; during the sixth and seventh Loan Years, 1.05:1.0, and during the eighth through tenth Loan Years, 1:10:1.0; and (b) the Aggregate Loan to Value Ratio does not exceed sixty-five percent (65%).

Appendix I - 7

“Credit Facility” means, collectively, the Variable Loans and Fixed Loans outstanding under this Agreement.

“Cross-Defaulted Collateral Pool” shall have the meaning set forth in Section 9.01.

“Debt Service” means, for any Collateral Pool, –

(a) [Intentionally Deleted]

(b) (1) For use in determining the Aggregate Debt Service Coverage Ratio, for purposes of determining compliance with the Coverage and LTV Tests, (2) for use in determining the Release Price pursuant to Section 3.02(c) of the Agreement and for any other determination to be made under Section 3.02 of the Agreement, (3) for use in determining compliance with the Substitution provisions in Section 3.03, (4) for other ongoing monitoring purposes pursuant to Section 2.04(b) of the Agreement, (5) for use in determining the percentage of Cash Flow Sweep pursuant to Section 1.07(b) of the Agreement, and (6) for all other monitoring and compliance purposes, as of any specified date, the sum of the amount of interest and principal amortization, during the twelve (12) month period immediately succeeding the specified date, with respect to the Loans Outstanding on the specified date, except that, for these purposes:

(i) each Variable Loan shall be deemed to require level monthly payments of principal and interest (at an interest rate equal to the Strike Rate (as defined in the relevant Interest Rate Hedge and Hedge Security Agreement) in an amount necessary to fully amortize the original principal amount of the Variable Loan over the Amortization Period, with such amortization deemed to commence on the first day of the twelve (12) month period; and

(ii) each Fixed Loan shall require level monthly payments of principal and interest (at the interest rate set forth in the applicable Fixed Loan Note for such Fixed Loan) in an amount necessary to fully amortize the original principal amount of the Fixed Loan over the Amortization Period, with such amortization to commence on the first day of the twelve (12) month period.

(c) For use in determining the Aggregate Debt Service Coverage Ratio for purposes of determining compliance with the Interest Rate Hedge and Hedge Security Agreement, as of any specified date, the sum of the amount of interest and principal amortization that would be payable during the twelve (12) month period immediately succeeding the specified date, with respect to the amount of the Variable Loan Outstanding, except that, for these purposes, the Variable Loan shall be deemed to require level monthly payments of principal and interest at an interest rate equal to the Adjustable Rate.

(d) For use in determining whether the requirements of Section 1.05(c) and Section 1.06(c) have been satisfied, as of any specified date, the sum of the amount of

Appendix I - 8

interest and principal amortization, during the twelve (12) month period immediately succeeding the specified date, with respect to the Loans Outstanding on the specified date, except that, for these purposes each applicable Loan shall be deemed to require level monthly payments of principal and interest (at an interest rate equal to the Strike Rate (as determined pursuant to Section 1.08)) in an amount necessary to fully amortize the original principal amount of the Loan over the Amortization Period, with such amortization deemed to commence on the first day of the twelve (12) month period

“Debt Service Coverage Ratio” means, for any Mortgaged Property, for any specified date, the ratio (expressed as a percentage) of –

(a) the Net Operating Income utilizing expenses on a trailing twelve (12) month basis and income on a current basis, with such adjustments as Lender may make for similar loans anticipated to be purchased by Lender for the subject Mortgaged Property

(b) the Debt Service on the specified date, assuming, for the purpose of calculating the Debt Service for this definition, that Loans Outstanding shall be the Allocable Loan Amount for the subject Mortgaged Property.

“Development Debt” means debt evidenced by that certain Second Amended and Restated Credit Agreement (Development Loan) dated December 1, 2010 in a principal amount not to be increased, exclusive of any interest accrued and capitalized pursuant to the terms thereof.

“Effective Date” shall have the meaning set forth in the opening paragraph.

“Equity Conversion” means the transaction completed on or prior to the date of this Agreement in which a portion of the Bank Debt and all of the Xxxxxx Mezzanine Debt shall have been converted into equity held directly or indirectly by the Bank Debt Lenders as approved in that certain Order Granting the Debtors’ Motion Pursuant to Sections 105 and 363 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 6004 and 9019 for Authorization to Restructure Certain Terms of the Archstone Credit Facilities issued May 25, 2010 by the United States Bankruptcy Court for the Southern District of New York, as modified and approved in that certain Order Granting the Debtors’ Motion Pursuant to Sections 105 and 363 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 6004 and 9019 for Authorization to Modify Certain Terms of the Restructuring of the Archstone Credit Facilities (the “Order”), dated November 18, 2010 [Docket No. 12894].

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“Event of Default” means any event defined to be an “Event of Default” under Article 9.

“Excess Cash Flow” means Gross Revenues derived from all Mortgaged Properties in the applicable Collateral Pool in excess of the sum of (i) amounts required from time to time to timely make all regular payments due under the applicable Note, (ii) any and all other

Appendix I - 9

indebtedness, obligations and liabilities of the applicable Collateral Pool Borrower permitted under the Loan Documents, (iii) reasonable and customary operating costs and expenses of the Mortgaged Property, (iv) reasonable reserves for working capital and future payment of taxes, insurance and replacements with respect to the Mortgaged Properties and (v) reasonable capital expenditures.

“Exculpated Parties” shall have the meaning set forth in (a).

“Exit Fee” means $9,409,234.03 due (A) in whole at the earlier to occur of (i) the Archstone Capital Event, (ii) prepayment in full of the Collateral Pool 6 Loan, (iii) the Maturity Date of the Collateral Pool 6 Loan, or (iv) upon the acceleration of the debt of Collateral Pool 6 following an Event of Default; or (B) in part in accordance with the terms of Section 8.02.

“Extension” shall mean any extension set forth in Section 1.05 or Section 1.06.

“Extension Notice” means written notice from the applicable Collateral Pool Borrower to Lender requesting an Extension.

“Facility Termination Date” means, at any time during which Loans are Outstanding, the latest maturity date for any Loan Outstanding.

“Xxxxxx Xxx” means the federally-chartered and stockholder-owned corporation organized and existing under the Federal National Mortgage Association Charter Act, 12 U.S.C. § 1716 et seq.

“Xxxxxx Mae Commitment” shall have the meaning set forth in Section 2.01(c)(iii).

“First Pool 8/9 Extension” shall have the meaning set forth in Section 1.05.

“Fixed Loan” means a fixed-rate loan made to a Collateral Pool Borrower each of which is or shall be evidenced by a Fixed Loan Note.

“Fixed Loan Note” means a promissory note which has been issued by the applicable Collateral Pool Borrower, concurrently with the funding of each Fixed Loan, to evidence such Collateral Pool Borrower’s obligation to repay the Fixed Loan.

“Fraudulent Transfer Laws” shall have the meaning set forth in Section 12.11.

“GAAP” means generally accepted accounting principles in the United States in effect from time to time, consistently applied.

“General Conditions” shall have the meaning set forth in Article 4.

“Governmental Approval” means an authorization, permit, consent, approval, license, registration or exemption from registration or filing with, or report to, any Governmental Authority.

Appendix I - 10

“Governmental Authority” means any court, board, agency, commission, office or authority of any nature whatsoever for any governmental xxxx (xxxxxxx, xxxxx, xxxxxx, xxxxxxxx, xxxxxxxxx, xxxx or otherwise) whether now or hereafter in existence.

“Gross Revenues” means, for any specified period, with respect to any Multifamily Residential Property, all income in respect of such Multifamily Residential Property as reflected on the certified operating statement for such specified period as adjusted to exclude unusual income (e.g. temporary or nonrecurring income), income not allowed by Lender for similar loans anticipated to be purchased by Lender (e.g. interest income, furniture income, etc.), and the value of any unreflected concessions.

“Guarantor” means, individually and collectively, Archstone, Archstone Multifamily Guarantor LP, Archstone Multifamily Parallel Guarantor LLC, Archstone Multifamily Parallel Guarantor I LLC, Archstone Multifamily Parallel Guarantor II LLC, Archstone Enterprise and any Additional Guarantor.

“Guaranty” means individually and collectively, each Guaranty executed or to be executed by Guarantor in the form of Exhibit D to the Agreement.

“Hazardous Materials,” with respect to any Mortgaged Property, shall have the meaning given that term in the Security Instrument encumbering the Mortgaged Property.

“Hazardous Materials Law,” with respect to any Mortgaged Property, shall have the meaning given that term in the Security Instrument encumbering the Mortgaged Property.

“Hazardous Substance Activity” means, with respect to any Mortgaged Property, any storage, holding, existence, release, spill, leaking, pumping, pouring, injection, escaping, deposit, disposal, dispersal, leaching, migration, use, treatment, emission, discharge, generation, processing, abatement, removal, disposition, handling or transportation of any Hazardous Materials from, under, into or on such Mortgaged Property in violation of Hazardous Materials Laws, including the discharge of any Hazardous Materials emanating from such Mortgaged Property in violation of Hazardous Materials Laws through the air, soil, surface water, groundwater or property and also including the abandonment or disposal of any barrels, containers and other receptacles containing any Hazardous Materials from or on such Mortgaged Property in violation of Hazardous Materials Laws, in each case whether sudden or nonsudden, accidental or nonaccidental.

“Hedge Security Agreement” means, (x) with respect to Collateral Pool 8 and Collateral Pool 9, those certain Interest Rate Cap Security, Pledge and Assignment Agreements, each dated as of October 5, 2007 (as supplemented from time to time) executed by Archstone, and (y) with respect to an Interest Rate Hedge for any other Collateral Pool, the Interest Rate Hedge Security, Pledge and Assignment Agreement between the Borrower and the Lender, for the benefit of Lender, in the form attached as Exhibit O to this Agreement as such agreement may be amended, modified, supplemented or restated from time to time.

“Highest Rating Category” means, with respect to a Permitted Investment, that the Permitted Investment is rated by S&P or Xxxxx’x in the highest rating given by that rating agency for that general category of security.

Appendix I - 11

“IDOT Guarantor” shall have the meaning given to such term in the preamble to this Agreement.

“Impositions” and “Imposition Deposits” shall have the meaning set forth in the Security Instrument.

“Indebtedness” means, with respect to any Person, as of any specified date, without duplication, all:

(a) indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than (i) current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices, and (ii) for construction of improvements to property, if such person has a non-contingent contract to purchase such property, or (iii) amounts to be paid by such Person, in performance stages or upon completion, pursuant to a written contract for the making of capital improvements to a Mortgaged Property permitted by this Agreement or the other Loan Documents);

(b) other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument;

(c) obligations of such Person under any lease of property, real or personal, the obligations of the lessee in respect of which are required by GAAP to be capitalized on a balance sheet of the lessee or to be otherwise disclosed as such in a note to such balance sheet;

(d) obligations of such Person in respect of acceptances (as defined in Article 3 of the Uniform Commercial Code of the District of Columbia) issued or created for the account of such Person;

(e) liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment of such liabilities; and

(f) as to any Person (“guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of a primary obligation (as defined below) with respect to which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing, or in effect guaranteeing, any indebtedness, lease, dividend or other obligation (“primary obligations”) of any third person (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, to (1) purchase any such primary obligation or any property constituting direct or indirect security therefor, (2) advance or supply funds for the purchase or payment of any such primary obligation or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (3) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (4) otherwise assure or hold harmless the owner of any such primary obligation against loss in respect of the primary obligation, provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of

Appendix I - 12

business. The amount of any Contingent Obligation of any guaranteeing person shall be deemed to be the lesser of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made and (ii) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Owner in good faith. Notwithstanding the foregoing, nothing in this Subsection (f) shall preclude the obligations with respect to any Borrower in connection with the Loans.

“Initial Loans” means individually and collectively, the Loans made on the Initial Closing Date in the aggregate amount of $7,069,325,900, as specifically set forth on Exhibit A.

“Initial Closing Date” means October 5, 2007.

“Initial Mortgaged Properties” means the Multifamily Residential Properties described on Exhibit A to the Original Agreement and which were made part of a Collateral Pool on the Initial Closing Date.

“Initial Security Instruments” means the Security Instruments covering the Initial Mortgaged Properties.

“Initial Valuation” means, when used with reference to specified Collateral, the Valuation initially performed for the Collateral as of the date on which the Collateral was added to a Collateral Pool. The Initial Valuation for each of the Initial Mortgaged Properties is as set forth in Exhibit A to the Agreement.

“Installment Fee” shall have the meaning set forth in Section 8.02.

“Insurance Policy” means, with respect to a Mortgaged Property, the insurance coverage and insurance certificates evidencing such insurance required to be maintained pursuant to the Security Instrument encumbering the Mortgaged Property.

“Interest Rate Hedge” shall have the meaning set forth in Section 1.08.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. Each reference to the Internal Revenue Code shall be deemed to include (a) any successor internal revenue law and (b) the applicable regulations whether final or temporary.

“IPO” shall mean, with respect to any PublicCo, that a registration statement in respect of the securities of such PublicCo has been filed with the United States Securities and Exchange Commission in connection with a new public offering of such securities (the “Registration Statement”), such Registration Statement has taken effect, and such securities has been first listed for trading on the New York Stock Exchange or any other national securities exchange in the United States.

Appendix I - 13

“IPO Proceeds” shall mean all cash receipts from an IPO less customary issuing fees and expenses actually incurred by Borrower or its direct or indirect owners and/or the relevant PublicCo in connection with the public offering made in connection with such IPO.

“Issuer” shall have the meaning set forth in Section 4.08(a).

“Lease” means any lease, any sublease or subsublease, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Mortgaged Property, and every modification, amendment or other agreement relating to such lease, sublease, subsublease or other agreement entered into in connection with such lease, sublease, subsublease or other agreement, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

“Xxxxxx Entities” shall mean, collectively, Xxxxxx Brothers Holdings Inc., and/or Xxxxxx Commercial Paper Inc., and/or any successor entity or entity created or existing after entry of an order confirming a plan of reorganization, and/or Property Asset Management Inc. (“Xxxxxx”) and any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with Xxxxxx. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management (other than property management) and policies of that Person, whether through the ownership of voting securities, ownership interests or by contract or otherwise.

“Xxxxxx Mezzanine Debt” shall mean debt incurred by the direct owner of Borrower (the “Senior Mezzanine Borrower”) and by the direct owner of Senior Mezzanine Borrower, in each case secured by a pledge of the ownership interest in such entities, made by Xxxxxx Brothers Holdings Inc., Bank of America, N.A., and Barclays Capital Real Estate Finance Inc. in the maximum principal amount of $46,719,952 with respect to Collateral Pool 1, $90,032,738 with respect to Collateral Pool 2, $158,348,902 with respect to Collateral Pool 3, $91,246,462 with respect to Collateral Pool 4, $28,182,968 with respect to Collateral Pool 5, $0 with respect to Collateral Pool 6, $97,854,409 with respect to Collateral Pool 7, $19,835,933 with respect to Collateral Pool 8, and $36,637,784.61 with respect to Collateral Pool 9.

“Lender” shall have the meaning set forth in the first paragraph of the Agreement, and shall also refer to any replacement Lender.

“Letter of Credit” means a letter of credit issued by an Issuer satisfactory to Lender, naming Lender as beneficiary in form and substance as attached hereto as Exhibit P or as otherwise reasonably and customarily acceptable to Lender.

“Lien” means any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (including both consensual and non-consensual liens and encumbrances).

“Line of Credit” shall mean that portion of the Bank Debt designated as the “Revolving Credit Commitment” in the Bank Debt Agreement, in the original principal amount of

Appendix I - 14

$447,702,413, as such commitment may be modified, amended, extended, supplemented, restated or replaced from time to time or any Bank Debt extended to the Bank Debt Loan Parties on a revolving, delayed draw or incremental basis.

“Line of Credit Availability” shall mean the amount of money that, at the end of any fiscal quarter of the borrower under the Bank Debt of the Line of Credit, is not outstanding and has not been committed for a purpose other than the payment of the Impositions, reserves required under the Loan Documents, the purchase of an Interest Rate Hedge to replace any Interest Rate Hedge pledged to Lender under the Loan Document, the re-tenanting of any Mortgaged Property subject to a Master Lease, which Master Lease has been terminated or has expired, or capital expenditures to be made on any Mortgaged Property.

“Line of Credit Triggering Event” means that, at any time, the Line of Credit Availability is less than $65,000,000, provided that, during any period that the aggregate of all Loans Outstanding under this Agreement is less than the amount of Loans Outstanding on the Initial Closing Date, the Line of Credit Availability requirement for a Line of Credit Triggering Event shall be reduced by the percentage by which the principal balance of Loans Outstanding has been reduced. By way of example, if the total amount of Loans Outstanding is ten percent (10%) less than the total amount of Loans Outstanding on the Initial Closing Date, the Line of Credit Availability shall be reduced by ten percent (10%) to $58,500,000.

“Loan” means a Variable Loan and/or a Fixed Loan.

“Loan Amount” means, for any Loan, the outstanding principal amount of the Loan made to a Collateral Pool Borrower. The amount of the Initial Loan to each Collateral Pool Borrower is shown on Exhibit A to the Agreement.

“Loan Document Taxes” shall have the meaning set forth in Section 6.10.

“Loan Documents” means with respect to any Collateral Pool, the Agreement, the Notes, the Security Documents, all documents executed by a Collateral Pool Borrower, IDOT Guarantor or Guarantor pursuant to the General Conditions set forth in Article 4 of the Agreement and any other documents executed by a Collateral Pool Borrower or Guarantor from time to time in connection with the Agreement or the transactions contemplated by the Agreement.

“Loan to Value Ratio” means, for a Mortgaged Property, for any specified date, the ratio (expressed as a percentage) of –

(a) the Allocable Loan Amount of the subject Mortgaged Property on the specified date,

(b) the Valuation most recently obtained prior to the specified date for the subject Mortgaged Property.

Appendix I - 15

“Loan Year” means the twelve (12) month period from the first day of the first calendar month after the Initial Closing Date to and including the last day before the first anniversary of the Initial Closing Date, and each twelve (12) month period thereafter.

“Master Lease” means, individually and collectively, any lease of an entire Mortgaged Property to a single tenant, which Master Lease and the tenant thereunder shall be satisfactory to Lender.

“Master Tenant” means the tenant of the Improvements under one or more Master Leases.

“Material Adverse Effect” means, with respect to any circumstance, act, condition or event of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, or circumstance or circumstances, whether or not related, a material adverse change in or a materially adverse effect upon any of (a) the business, operations, property or condition (financial or otherwise) of Borrower, IDOT Guarantor or Guarantor, (b) the present or future ability of Borrower, IDOT Guarantor or Guarantor to perform the Obligations for which it is liable, (c) the validity, priority, perfection or enforceability of the Agreement or any other Loan Document or the rights or remedies of Lender under any Loan Document, or (d) the value of, or Lender’s ability to have recourse against, any Mortgaged Property.

“MBS” has the meaning set forth in Section 6.13(b)(vii)(F).

“Moody’s” means Xxxxx’x Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, and its successors and assigns, if such successors and assigns shall continue to perform the functions of a securities rating agency.

“Mortgaged Properties” means, collectively, the Substitute Mortgaged Properties and the Initial Mortgaged Properties, but excluding each Release Mortgaged Property from and after the date of its release from a Collateral Pool.

“Multifamily Residential Property” means a residential property, located in the United States, containing five or more dwelling units in which not more than twenty percent (20%) of the net rentable area is or will be rented to non-residential tenants, and conforming to the requirements of Lender for similar loans anticipated to be purchased by Lender.

“Net Operating Income” means, for any specified period, with respect to any Multifamily Residential Property, the aggregate net income during such period equal to Gross Revenues during such period less the aggregate Operating Expenses during such period. If a Mortgaged Property is not owned by a Borrower or IDOT Guarantor or an Affiliate of a Borrower or IDOT Guarantor for the entire specified period, the Net Operating Income for the Mortgaged Property for the time within the specified period during which the Mortgaged Property was owned by a Borrower or IDOT Guarantor or an Affiliate of a Borrower or IDOT Guarantor shall be the Mortgaged Property’s net operating income determined by Lender in accordance with the underwriting procedures set forth by Lender for similar loans anticipated to be purchased by Lender.

Appendix I - 16

“NewCo” has the meaning set forth in Section 6.13(b)(vi).

“Note” means any Fixed Loan Note and/or Variable Loan Note.

“Obligations” means the aggregate of the obligations of a Collateral Pool Borrower, IDOT Guarantor and Guarantor under the Agreement and the other Loan Documents.

“One-Month LIBOR Rate” means the British Bankers Association fixing of the London Inter-Bank Offered Rate for 1-month U.S. Dollar-denominated deposits as reported by Telerate through electronic transmission. If the Index is no longer available, or is no longer posted through electronic transmission, Lender will choose a new index that is based upon comparable information and provide notice thereof to Borrower.

“Operating Expenses” means, for any period, with respect to any Multifamily Residential Property, all expenses in respect of the Multifamily Residential Property, as determined by Lender based on the certified operating statement for such specified period as adjusted to provide for the following: (i) all appropriate types of expenses, including a management fee and deposits to the Replacement Reserves (whether funded or not), are included in the total operating expense figure; (ii) upward adjustments to individual line item expenses to reflect market norms or actual costs and correct any unusually low expense items, which could not be replicated by a different owner or manager (e.g., a market rate management fee will be included regardless of whether or not a management fee is charged, market rate payroll will be included regardless of whether shared payroll provides for economies, etc.); and (iii) downward adjustments to individual line item expenses to reflect unique or aberrant costs (e.g., non-recurring capital costs, non-operating borrower expenses, etc.).

“Organizational Certificate” means, collectively, certificates from Borrower, IDOT Guarantor and Guarantor to Lender, in the form of Exhibit G-1 through G-3 to the Agreement, certifying as to certain organizational matters with respect to each Borrower, IDOT Guarantor and Guarantor.

“Organizational Documents” means all certificates, instruments and other documents pursuant to which an organization is organized or operates, including but not limited to, (i) with respect to a corporation, its articles of incorporation and bylaws, (ii) with respect to a limited partnership, its limited partnership certificate and partnership agreement, (iii) with respect to a general partnership or joint venture, its partnership or joint venture agreement and (iv) with respect to a limited liability company, its articles of organization and operating agreement.

“Other Borrower” shall have the meaning set forth in Section 12.09 of the Agreement.

“Other Borrower Secured Obligation” shall have the meaning set forth in Section 12.04.

“Outstanding” means, when used in connection with promissory notes, other debt instruments or Loans, for a specified date, promissory notes or other debt instruments which have been issued, or Loans which have been made, to the extent not repaid in full as of the specified date.

Appendix I - 17

“Ownership Interests” means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permits” means all permits, or similar licenses or approvals issued and/or required by an applicable Governmental Authority or any Applicable Law in connection with the ownership, use, occupancy, leasing, management, operation, repair, maintenance or rehabilitation of any Mortgaged Property or any Borrower’s or IDOT Guarantor’s business.

“Permitted Investments” means one or more of the following:

(i)

Cash;

(ii)

Government or U.S. Treasury securities of any maturity rated in the Highest Rating Category;

(iii)

Xxxxxx Xxx, Xxxxxxx Mac and Xxxxxx Mae agency mortgage-backed securities (single family or multifamily), provided that the value allocated to such securities will be discounted by three percent (3%);

(iv)

Money market funds pre-approved in writing by Lender with an investment objective that is limited to government or U.S. Treasury securities rated in the Highest Rating Category; or

(v)

Any other investment approved in writing by Lender.

“Permitted Liens” means, with respect to a Mortgaged Property:

(i)

the exceptions to title to the Mortgaged Property set forth in the Title Insurance Policy for the Mortgaged Property which are approved by Lender;

(ii)

Liens securing Obligations to Lender, including the Lien of the Security Instrument encumbering the Mortgaged Property;

(iii)

Liens for taxes not yet delinquent;

(iv)

Liens in respect of property imposed by law arising in the ordinary course of business such as materialmen’s, mechanics’, warehousemen’s, carriers’, landlords’ and other nonconsensual statutory Liens which (A) are not yet due and payable or (B) are released of record, bonded over or otherwise remedied to Lender’s satisfaction within sixty (60) days of the date of commencement of enforcement of any such Lien or before such earlier date on which Borrower’s or IDOT Guarantor’s interest in the applicable property is subject to forfeiture by enforcement of any such Lien;

Appendix I - 18

(v)

Subject to (1) the provisions of Section 20 of the Security Instrument and (2) Borrower or IDOT Guarantor providing Lender with a copy of each document within sixty (60) days of the later of (x) the execution of such document, and (y) the date such document is recorded: easements, rights-of-way, restrictions (including zoning restrictions), matters of plat, minor defects or irregularities in title, licenses or lease agreements for laundry, cable television, telephone and other similar Liens which, in the aggregate, do not materially reduce the value of the Mortgaged Property or materially interfere with the operation and use of, or the ordinary conduct of the business on, the Mortgaged Property (provided that any laundry or cable television licenses or leases shall not be a Permitted Lien if it does not comply with Lender’s requirement for similar loans anticipated to be purchased by Lender). Notwithstanding the foregoing, to the extent any of the foregoing items could reasonably be deemed to adversely affect (on an aggregate basis) the value of the Mortgaged Property by more than the lesser of (A) $1,000,000 and (B) ten percent (10%) of the value of the Mortgaged Property, such item shall not be considered a Permitted Lien and shall require Lender’s prior written consent.

(vi)

any other Liens expressly permitted by the Loan Documents (including any delinquent tax Liens being contested in accordance with the terms of the Security Instrument); and

(vii)

any other Liens approved by Lender.

“Person” means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private).

“Plan” means a “multiemployer plan” as defined in Section 4001(3) of ERISA and a “single employee plan” as defined in Section 4001(5) of ERISA.

“Pool Termination Date” means, at any time during which the Loans are Outstanding with respect to a particular Collateral Pool, the latest maturity date for any Loan Outstanding, taking into account any Extensions permitted under Section 1.05 and Section 1.06.

“Potential Event of Default” means with respect to a particular Collateral Pool any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default.

“Prohibited Person” means (i) a Person that is the subject of, whether voluntary or involuntary, any case, proceeding or other action against such Person under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, liquidation, rehabilitation, receivership, or relief of debtors, or (ii) any Person with whom Lender is prohibited from doing business pursuant to any law, rule, regulation, judicial proceeding or administrative directive, or (iii) any Person identified on the federal “Excluded Parties List System,” the federal “Office of Foreign Assets and Control Specially Designated Nationals and Blocked Persons” list, the U.S. Department of Housing and Urban Development’s “Limited Denial of Participation, HUD Funding Disqualifications and Voluntary Abstentions List,” or on

Appendix I - 19

Lender’s “Multifamily Applicant Experience Check,” each of which may be amended from time to time and any successor or replacement thereof, or (iv) a Person that is determined by Lender to pose an unacceptable credit risk due to the aggregate amount of debt of such Person owned by Lender, or (v) a Person that has caused any unsatisfactory experience of a material nature with Lender, such as a default, fraud, intentional misrepresentation, litigation, arbitration or other similar act, or (vi) a Person that is, or whose senior management is, the subject of any pending criminal indictment or criminal investigation relating to an alleged felony or has ever been convicted of a felony or held liable for fraud in a civil or criminal action, or (vii) a Person that does not meet the requirements of Section 26 of the Certificate of Borrower Parties.

“Property” means any estate or interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Property Delivery Deadline” shall have the meaning set forth in Section 3.03(d)(ii).

“Property Manager” means Archstone Property Management LLC, a Delaware limited liability company, and Archstone Property Management (California) Incorporated, a Delaware corporation, or any other entity hired to operate and manage the Mortgaged Property, whose hiring is subject to the written approval and consent of Lender.

“PublicCo” has the meaning set forth in Section 6.13(b)(vi).

“Rate Form” means the completed and executed document from Borrower to Lender pursuant to Section 2.01(c)(ii), substantially in the form of Exhibit H to the Agreement, specifying the terms and conditions of the Note rate to be issued for a requested Extension.

“Rate Change Date” has the meaning set forth in each Variable Loan Note evidencing a Variable Loan.

“Release” shall have the meaning set forth in Section 3.01.

“Release Documents” mean instruments releasing the applicable Security Instrument as a Lien on a Mortgaged Property, and UCC-3 Termination Statements terminating the UCC-1 Financing Statements, and such other documents and instruments to evidence the release of such Mortgaged Property from a Collateral Pool.

“Release Fee” means $10,000 for each Release Mortgaged Property.

“Release Mortgaged Property” means the Mortgaged Property to be released pursuant to Article 3.

“Release Price” shall have the meaning set forth in Section 3.02(c).

“Release Request” means a written request, substantially in the form of Exhibit J to the Agreement, to obtain a release of Collateral from a Collateral Pool pursuant to (a).

“Remaining Mortgaged Properties” shall have the meaning set forth in Section 4.04(h).

Appendix I - 20

“Remaining Net Sale Proceeds” shall have the meaning set forth in Section 3.02(c)(iii).

“Rent Roll” means, with respect to any Multifamily Residential Property, a rent roll prepared and certified by the owner of the Multifamily Residential Property, on Xxxxxx Xxx Form 4243 or on another form approved by Lender and containing substantially the same information as Form 4243 requires.

“Replacement Reserve Agreement” means a Replacement Reserve and Security Agreement, reasonably required by Lender, and completed in accordance with requirements of Lender for similar loans anticipated to be purchased by Lender.

“Request” means a Substitution Request, a Release Request or a request for an Extension.

“Rescinded Payment” shall have the meaning set forth in Section 12.10.

“Resident Agreement” means, with respect to any Mortgaged Property that is subject to a Master Lease, a written agreement for occupancy of a portion of a Mortgaged Property by an individual resident.

“Re-Underwriting Fee” shall have the meaning set forth in Section 8.01.

“S&P” shall mean Standard & Poor’s Credit Markets Services, a division of The XxXxxx-Xxxx Companies, Inc., a New York corporation, and its successors and assigns, if such successors and assigns shall continue to perform the functions of a securities rating agency.

“Second Pool 8/9 Extension” shall have the meaning set forth in Section 1.05.

“Security” means a “security” as set forth in Section 2(1) of the Securities Act of 1933, as amended.

“Security Documents” means the Security Instruments, the Replacement Reserve Agreements in connection with Master Leases, and any other documents executed by the applicable Collateral Pool Borrower or IDOT Guarantor from time to time to secure any of such Collateral Pool Borrower’s obligations under the Loan Documents.

“Security Instrument” means, for each Mortgaged Property, a Multifamily Mortgage, Deed of Trust or Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement given by a Borrower or IDOT Guarantor to or for the benefit of Lender to secure the obligations of Collateral Pool Borrower under the Loan Documents. With respect to each Mortgaged Property owned by a Borrower or IDOT Guarantor, the Security Instrument shall be substantially in the form published by Xxxxxx Xxx from time to time for use in the state in which the Mortgaged Property is located. The amount secured by the Security Instrument shall be equal to the aggregate amount of Loans Outstanding for the applicable Collateral Pool in effect from time to time; provided, however, that Security Instruments recorded against a Mortgaged Property or where there is a material mortgage, recording or intangible tax applicable to the recordation of the Security Instrument, the amount secured by such Security Instrument shall be limited to a maximum secured principal amount equal to the product obtained by multiplying (i) the Valuation of such Mortgaged Property on the date is it added to the applicable Collateral Pool by (ii) one hundred fifteen percent (115%).

Appendix I - 21

“Senior Management” means (a) the Chief Executive Officer, Co-Chairman of the Board, President, Chief Financial Officer and Chief Operating Officer of Archstone, and (b) any other individuals with responsibility for any of the functions typically performed in a corporation by the officers described in clause (a).

“Servicer” means the loan servicer selected by Lender to which Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents pursuant to a servicing agreement between Lender and Servicer. As of the Amended and Restated Closing Date, Xxxxx Fargo Multifamily Capital Inc. has been selected as Servicer of the Loans.

“Single-Purpose” means, with respect to a Person which is any form of partnership or corporation or limited liability company, that such Person at all times since its formation:

(i)

has been a duly formed and existing partnership, corporation or limited liability company, as the case may be;

(ii)

has been duly qualified in each jurisdiction in which such qualification was at such time necessary for the conduct of its business;

(iii)

has complied with the provisions of its organizational documents and the laws of its jurisdiction of formation in all respects;

(iv)

has observed all customary formalities regarding its partnership or corporate existence, as the case may be;

(v)

has accurately maintained its financial statements, accounting records and other partnership or corporate documents separate from those of any other Person;

(vi)

has not commingled its assets or funds with those of any other Person;

(vii)

subject to the rights of the Borrower Parties to utilize the Cash Management System, has identified itself in all dealings with creditors (other than trade creditors in the ordinary course of business and creditors for the construction of improvements to property on which such Person has a non-contingent contract to purchase such property) under its own name and as a separate and distinct entity;

(viii)

has been adequately capitalized in light of its contemplated business operations;

(ix)

has not assumed, guaranteed or become obligated for the liabilities of any other Person (except in connection with a Collateral Pool or the endorsement of negotiable instruments in the ordinary course of business) or held out its credit as being available to satisfy the obligations of any other Person;

(x)

has not acquired obligations or securities of any other Person;

Appendix I - 22

(xi)

in relation to a Borrower or IDOT Guarantor, except for loans made in the ordinary course of business to Affiliates, has not made loans or advances to any other Person;

(xii)

other than the Cash Management Agreement, the Borrower Parties have not entered into and were not a party to any transaction with any Affiliate of such Person, except in the ordinary course of business and on terms which are no less favorable to such Person than would be obtained in a comparable arm’s-length transaction with an unrelated third-party;

(xiii)

has paid the salaries of its own employees, if any;

(xiv)

has allocated fairly and reasonably any overhead for shared office space;

(xv)

has not engaged in a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code to the extent it is subject to ERISA;

(xvi)

has complied with the requirements of Section 33 of the Security Instrument;

(xvii)

provides in its Organizational Documents that for so long as the Loan is outstanding pursuant to the Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors without the affirmative vote of an Independent Director and of all other general partners/managing member/directors. For purposes of this paragraph (xvii), Independent Director shall mean an independent manager or director that is not and has not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or counsel of such Person or of such principal or any Affiliate of either of them; (b) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with such Person, such principal or any Affiliate of either of them (a “Business Party”); (c) a Person controlling or under common control with any such stockholder, partner, member, director, officer, attorney, or counsel; (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, or counsel; provided, however, that a Person shall not be deemed to be a director of any Affiliate solely by reason of such Person being a director of an affiliated single-purpose entity; and

(xviii)

subject to the right of the Borrower Parties to utilize the Cash Management System, has paid its expenses and liabilities out of its own funds, including through the use of capital contributions.

“Strike Rate” shall have the definition given in the applicable Hedge Security Agreement.

“Subject Borrower” shall have the meaning set forth in Section 12.09.

Appendix I - 23

“Subordinated Obligations” shall have the meaning set forth in Section 12.08.

“Substitute Cash Collateral” shall have the meaning set forth in Section 3.03(d)(ii).

“Substitute Mortgaged Property” means each Multifamily Residential Property owned by any Borrower, IDOT Guarantor, Additional Borrower or Additional IDOT Guarantor (either in fee simple or as tenant under a ground lease meeting all of Lender’s requirements for similar loans anticipated to be purchased by Lender) and added to a Collateral Pool after the Initial Closing Date in connection with a substitution of Collateral as permitted by Section 3.03.

“Substitution” shall have the meaning set forth in Section 3.03.

“Substitution Deposit” shall have the meaning set forth in Section 3.03(e).

“Substitution Fee” means with respect to any Substitution effected in accordance with Section 3.03, a fee in the amount of $10,000 for each substitute property added to a Collateral Pool.

“Substitution Loan Documents” means the Security Instrument covering a Substitute Mortgaged Property and any other documents, instruments or certificates reasonably required by Lender in form and substance satisfactory to Lender and Borrower or IDOT Guarantor in connection with the addition of the Substitute Mortgaged Property to a Collateral Pool pursuant to Article 3. When possible, such Substitution Loan Documents shall be based substantially on the documents executed on the Initial Closing Date, with changes (i) required to comply with the laws of the state where the Substitute Mortgaged Property is located and (ii) as may be required by Lender due to the character and quality of the Substitute Mortgaged Property based on Lender’s Underwriting Requirements.

“Substitution Request” means a written request substantially in the form of Exhibit J to the Agreement for a Substitution made pursuant to Section 3.03.

“Surveys” means the as-built surveys of the Mortgaged Properties prepared in accordance with Lender’s requirements for similar loans that are anticipated to be purchased by Lender.

“Taxes” means all taxes, assessments, vault rentals and other charges, if any, general, special or otherwise, including all assessments for schools, public betterments and general or local improvements, which are levied, assessed or imposed by any public authority or quasi-public authority, and which, if not paid, will become a lien, on the Mortgaged Properties.

“Term of this Agreement” shall be determined as provided in Section 13.10.

“Third Pool 8/9 Extension” shall have the meaning set forth in Section 1.05.

“Three-Month LIBOR” means the British Bankers Association fixing of the London Inter-Bank Offered Rate for 3-month U.S. Dollar-denominated deposits as reported by Telerate through electronic transmission. If the Index is no longer available, or is no longer posted through electronic transmission, Lender will choose a new index that is based upon comparable information and provide notice thereof to Borrower.

Appendix I - 24

“Title Company” means First American Title Insurance Company or such other company(ies) approved by Lender, provided that the Title Company shall be the same for each Mortgaged Property in the same Collateral Pool.

“Title Insurance Policies” means the mortgagee’s policies of title insurance issued by the Title Company from time to time relating to each of the Security Instruments, conforming to Lender’s requirements for similar loans anticipated to be purchased by Lender, together with such endorsements, coinsurance, reinsurance and direct access agreements with respect to such policies as Lender may, from time to time, consider necessary or appropriate, including variable credit endorsements, if available, and tie-in endorsements, if available, and with an aggregate limit of liability under the policy (subject to the limitations contained in sections of the Stipulations and Conditions of the policy relating to a Determination and Extent of Liability) equal to the aggregate amount of Loans Outstanding for the applicable Collateral Pool.

“Trailing 3 Month Period” means, for any specified date, the three (3) month period ending with the later of (i) the last day of the most recent Calendar Quarter or (ii) the month for which financial statements have been delivered by Borrower to Lender pursuant to Section 2.04 and Section 6.03.

“Trailing 12 Month Period” means, for any specified date, the twelve (12) month period ending with the later of (i) the last day of the most recent Calendar Quarter or (ii) the month for which financial statements have been delivered by Borrower to Lender pursuant to Section 2.04 and Section 6.03.

“Transfer” means

(1) as used with respect to Ownership Interests in Borrower, IDOT Guarantor or Guarantor means (i) a sale, assignment, pledge, transfer or other disposition of any Ownership Interest in Borrower or IDOT Guarantor or in any entity that has a direct or indirect Ownership Interest in Borrower or IDOT Guarantor, or (ii) the issuance or other creation of new Ownership Interests in Borrower, IDOT Guarantor or Guarantor or in any entity that has a direct or indirect Ownership Interest in Borrower, IDOT Guarantor or Guarantor that is not in compliance with the laws of the United States, or (iii) a merger or consolidation of Borrower or IDOT Guarantor or of any entity that has a direct or indirect Ownership Interest in Borrower or IDOT Guarantor, as the case may be, into another entity or of another entity into Borrower or IDOT Guarantor or into any entity that has a direct or indirect Ownership Interest in Borrower or IDOT Guarantor, as the case may be, or (iv) the reconstitution of Borrower or IDOT Guarantor or of any entity that has a direct or indirect Ownership Interest in Borrower or IDOT Guarantor from one type of entity to another type of entity, or (v) the amendment, modification or any other change in the governing instrument or instruments of a Person which has the effect of changing the relative powers, rights, privileges, voting rights or economic interests of the Ownership Interests in such Person.

(2) as used with respect to Ownership Interests in a Mortgaged Property means a sale, assignment, lease, pledge, transfer or other disposition (whether voluntary or by operation of law) of, or the granting or creating of a lien (other than a Permitted Lien), encumbrance or security interest in, any estate, rights, title or interest in a Mortgaged Property, or any portion thereof. Transfer does not include a conveyance of a Mortgaged Property at a judicial or non-judicial foreclosure sale under any security instrument or the Mortgaged Property becoming part of a bankruptcy estate by operation of law under the United States Bankruptcy Code.

Appendix I - 25

“Treasury Regulations” means Regulations, revenue rulings and other public interpretations of the Internal Revenue Code by the Internal Revenue Service, as such regulations, rulings and interpretations may be amended or otherwise revised from time to time.

“Underwriting Requirements” means Lender’s overall underwriting requirements for Multifamily Residential Properties in connection with loans anticipated to be purchased by Lender as such requirements may be amended, modified, updated, superseded, supplemented or replaced from time to time.

“Valuation” means, for any specified date, with respect to a Multifamily Residential Property, (a) if an Appraisal of the Multifamily Residential Property was more recently obtained than a Cap Rate for the Multifamily Residential Property, the Appraised Value of such Multifamily Residential Property, or (b) if a Cap Rate for the Multifamily Residential Property was more recently obtained than an Appraisal of the Multifamily Residential Property, the value derived by dividing –

(i)

the Net Operating Income of such Multifamily Residential Property, by

(ii)

the most recent Cap Rate determined by Lender or determined pursuant to Section 2.04.

Notwithstanding the foregoing, any Valuation for a Multifamily Residential Property calculated for a date occurring before the date twelve (12) months after the date on which the Multifamily Residential Property becomes a part of a Collateral Pool shall equal the Appraised Value of such Multifamily Residential Property, unless Lender determines that changed market or property conditions warrant that the value be determined as set forth in the preceding sentence.

“Variable Loan” means a variable-rate loan made to Borrower under this Agreement that has been purchased by Lender under the Xxxxxx Xxx Structured Adjustable Rate Mortgage program.

“Variable Loan Fee” means (i) with respect to a Variable Loan secured by Collateral Pool 8 or Collateral Pool 9 beginning on the Initial Closing Date and continuing through the First Pool 8/9 Extension and Second Pool 8/9 Extension, if such Second Pool 8/9 Extension is exercised by Borrower, one hundred twenty six and one-half (126.5) basis points per annum (1.265%); and (ii) with respect to (A) any other Variable Loan converted and extended after the Amended and Restated Agreement Closing Date and (B) the Third Pool 8/9 Extension, the number of basis points determined at the time of such closing by Lender.

“Variable Loan Note” means the promissory note, in the form attached as Exhibit C to the Agreement, which has been or will be issued by the applicable Collateral Pool Borrower to Lender on the Initial Closing Date to evidence such Borrower’s obligation to repay Variable Loans.

“Waiving Borrower” shall have the meaning set forth in Section 12.04.

Appendix I - 26

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS, INITIAL MORTGAGED PROPERTIES, COLLATERAL POOLS, INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool
MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	0000 Xxxx Xxxxxx Xxxxxxx, XX	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	000 Xxxxxxxx Xxxxx Xxxxxx, XX	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	00 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	0000 Xxxxxxx Xxxxx Xxxx. Xxxxxxxxx, XX	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	0000 Xxxxx Xxxxx Xxxxxx, XX	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	0000 Xxxxx Xxxxx Xxxxxxxxxx, XX	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	000 X. Xx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	000 Xxxxx Xxxx Xxxxxxx Xxxx, XX	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool
MA056/5	ASN Xxxxxxx Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Xxxxxxx Square	000 Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	0000 Xxxxxxxxx Xxxxx Xxx Xxxxxxx, XX	$	[****]
CA162/36	Archstone Old Town Pasadena LLC	Archstone Old Town Pasadena	000 Xxx Xxx Xxxxxxxxx Xxxxxxxx, XX	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	0000 Xxxxxxxx Xxxxx Xxxxx Xxx Xxx, XX	$	[****]
CA163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	000 X 00^xx Xxx Xxxx, XX	$	[****]
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	0000 Xxxxxxxx Xxxxx Xxx Xxxxx, XX	$	[****]
CA189/92	ASN San Mateo LLC	Archstone San Mateo	0000 Xxxx Xxxxx Xxx Xxxxx, XX	$	[****]
CA190/95	Archstone South Market LLC	Archstone South Market	Xxx Xxxxx Xxxxxxx Xxxxx Xxx Xxxxxxxxx, XX	$	[****]
CA164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	0000 Xxxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
WA039/112	ASN Xxxxxxx Lakeview LLC	Archstone Xxxxxxx Lakeview	0000 X Xxxx Xxxxxxxxx Xxxx. XX, Xxxxxxx, XX	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool
CA156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	000 Xxxxxx Xxxxxxx Xxxxxxxx, XX	$	[****]
CA151/35	Archstone Oak Creek I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	00000 Xxx Xxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
CA128/39	ASN Santa Xxxxxx LLC	Archstone Santa Xxxxxx	000 Xxxxxxxx Xxxxx Xxxxxx, XX	$	[****]

[****] Material omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. Material filed separately with the Securities and Exchange Commission.


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA154/40	Archstone Santa Xxxxxx on Main LLC	Archstone Santa Xxxxxx on Main	0000 Xxxx Xxxxxx Xxxxx Xxxxxx, XX	$	[****]
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	00000 Xxxxxxxxx Xxxxx Xxxxxx Xxxx, XX	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	0000 Xxxxxxxx Xxxx. Xxx Xxxxxxx, XX	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	00 Xxxx Xxxxxx Xxxxxxx, XX	$	[****]
CA130/93	ASN Santa Xxxxx LLC	Archstone Santa Xxxxx	0000 Xxxx Xxxxx Xxxxx Xxxxx, XX	$	[****]
VA040/153	Xxxxx Property Holdings Parc Vista L.L.C.	Archstone Pentagon City	000 00^xxXxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA054/156	Xxxxx Property Holdings Water Park Towers L.L.C.	Water Park Towers	0000/0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA063/157	Xxxxx Property Holdings Xxxxxx L.L.C.	Archstone 0000 Xxxxxx Xxxxxxxxx	0000 Xxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
VA032/160	Xxxxx Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	0000 X. Xxx Xxxxxx Xxxxxxxxx, XX	$	[****]
DC017/181	Xxxxx Property Holdings Six (D.C.) L.P.	Connecticut Heights	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
DC014/183	Xxxxx Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool
MA038/4	Archstone Xxxxxx’x Landing LLC	Archstone Xxxxxx’x Landing	00 Xxxxxxxx Xxxxxx Xxxxxxx, XX	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	00 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxx, XX	$	[****]
CA119/34	Archstone Marina del Rey-I LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	0000 Xxx Xxxxxx Xxxxxx xxx Xxx, XX	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	0000 Xxxx Xxxxxxxxx Xxx Xxxx Xxxxxx, XX	$	[****]
DC016/177	Xxxxx Property Holdings Three (D.C.) L.P.	Archstone 0000 Xxxxxx Xxxxxx	0000 Xxxxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	0000 Xxxxxxxx Xxxx Xxxxxxxxx, XX	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	0000 X. Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	0000 Xxxxxxx Xxxx Xxxxxx, XX	$	[****]
VA065/168	Xxxxx Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	00000 Xxxxxxx Xxxx Xxxxx Xxxxxx, XX	$	[****]
DC008/178	Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C. and Xxxxx Xxxxxx, L.L.C.	Xxxxx Xxxxxx	0000 Xxxxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
DC006/179	Xxxxx Property Holdings Three (D.C.) X.X.	Xxxxxxx Xxxxxxx	0000 Xxxxxxx Xxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC007/180	Xxxxx Property Holdings Three (D.C.) L.P.	Cleveland House	0000 00^xxXxxxxx, XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool
CA109/31	Archstone Glendale LLC	Archstone Glendale	000 Xxxx Xxxxxxxx Xxxxxxxx, XX	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA091/37	ASN Pasadena LLC	Archstone Pasadena	00 Xxxxx Xxx Xxxxx Xxxxxx Xxxxxxxx, XX	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	000 X. Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxx, XX	$	[****]
CA040/99	Archstone Willow Xxxx LLC	Archstone Willow Xxxx	0000 Xxxxxxx Xxxxx Xxx Xxxx, XX	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	00 Xxxxxx Xxxxx Xxxxxxx Xxxx, XX	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool
CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx, XX	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	0000 Xxxxx Xxxx Xxxx Xxxxxxx, XX	$	[****]
CA175/198	ASN Mountain View LLC	Oakwood Mountain View	000 X. Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA169/200	ASN San Xxxx LLC	Oakwood San Xxxx South	000 X. Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	000 Xxxxx Xxxxxx Xxxxxx, XX	$	[****]
IL029/202	ASN Chicago LLC	Oakwood Chicago	00 Xxxx Xxxxx Xxxxxx Xxxxxxx, XX	$	[****]
CA171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	000 Xxxxx Xxxxxx Xxxx Xxxxx, XX	$	[****]
CA172/204	ASN Marina LLC	Oakwood Marina Del Rey	0000 Xxx Xxxxxx Xxxxxx Xxx Xxx, XX	$	[****]
CA173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	0000-0000 Xxxxxx Xxxx. Xxx Xxxxxxx, XX	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx, XX	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	000 000^xxXxxxxx XX Xxxxxxxx, XX	$	[****]
WA042/208	ASN Seattle LLC	Archstone Xxxxxxx Bay	000 0^xxXxxxxx X Xxxxxxx, XX	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	000-000 X. 00^xxXxxxxx Xxxxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool
MA039/7	ASN Quincy LLC (f/k/a Xxxxx Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	00 X. Xxxxxxxx Xxxxxx Xxxxxx, XX	$	[****]
CA212/46	ASN Ventura Colony LLC (f/k/a ASN Ventura Colony 1031, LLC)	Archstone Ventura Colony	0000 Xxxxxxx Xxxx Xxxxxxx, XX	$	[****]
CA019/213	ASN Long Beach Harbor LLC (f/k/a ASN Long Beach Harbor 1031, LLC)	Archstone Long Beach Harbor (Bellamar)	0000 Xxxxxx Xxxxxx Xxxx Xxxxx, XX	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	00000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, XX	$	[****]
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	000 Xxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
DC005/182	Xxxxx Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	0000 00^xxXxxxxx, XX Xxxxxxxxxx, XX	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA039/148	Archstone Crystal Place LLC	Crystal Place	0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA041/149	Xxxxx Property Holdings Crystal Plaza LLC	Archstone Crystal Plaza	0000 Xxxxxxxxx Xxxxx Xxx. Xxxxxxxxx, XX	$	[****]
VA062/155	Xxxxx Property Holdings Xxxxxxxx House L.L.C.	The Xxxxxxxx	000 00^xxXxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	000 X. Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	000 X. Xxxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	0000 Xxxxxxx Xxxxxxxx Xx. Xxxxxxx, XX	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	00000 Xxxxxxx Xxx Xxxxx Xxxxxx, XX	$	[****]
DC018/185	Xxxxx Property Holdings Consulate L.L.C.	The Consulate	0000 Xxx Xxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC010/187	Xxxxx Property Holdings One (D.C.) L.P.	The Statesman	0000 X Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
XX000/000	Xxxxxxxxx Xxxxxxx Xxxxx LLC	Gateway Place	000 Xxxxx 00^xxXxxxxx Xxxxxxxxx, XX	$	[****]
DC004/184	Xxxxx Property Holdings Five (D.C.) L.P.	The Albemarle	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool
CA023/13	Archstone Sierra del Oro LLC	Archstone Sierra del Oro	0000 Xxxxxx Xxxx Xxxxx Xxxxxx, XX	$	[****]
WA044/106	Archstone Cedar River LLC	Archstone Cedar River	00000 000^xxXxx XX Xxxxxx, XX	$	[****]
VA094/167	ASN Dulles LLC	Archstone Dulles	00000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, XX	$	[****]
MD042/173	Archstone Xxxxxxx at Russett I (Borrower) LLC and Archstone Xxxxxxx at Russett II (Borrower) LLC	Archstone Russett	0000 Xxxxxx Xxxxxxx Xxxxx Xxxxxx, XX	$	[****]
	IDOT Guarantor: ASN Xxxxxxx at Xxxxxxx I LLC and ASN Xxxxxxx at Russett II LLC	Archstone Russett	0000 Xxxxxx Xxxxxxx Xxxxx Xxxxxx, XX
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool
NY027/61	ASN Xxxxxx Xxxx LLC	Archstone Xxxxxx Hill	000 X. 00^xxXxxxxx Xxx Xxxx, XX	$	[****]
NY030/63	ASN Key West LLC	Key West	000 Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	000 Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	0000 Xxxxxx Xxxx Xxxx Xxx Xxxxx, XX	$	[****]
DC011/189	Xxxxx Property Holdings Van Ness L.P.	Archstone Xxxxxx Park	0000 Xxxxxx Xxxx, XX Xxxxxxxxxx, XX	$	[****]
VA048/144	Archstone Newport Village I & II LLC and Archstone Newport Village III LLC	Archstone Newport Village (Phase I, II and III)	0000 X. Xxxxxxxx Xxxx Xxxxxxxxxx, XX	$	[****]
VA037/147	Xxxxx Property Holdings Crystal Houses L.L.C.	Crystal House	0000 X. Xxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA043/151/ 152	Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC	Archstone Xxxxxxx Xxxxxx/Lofts 590	0000 X. Xxxx Xxxxxx; 000 X. 00^xx Xxxxxx Xxxxxxxxx, XX	$	[****]

A-4


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
DC009/188	Xxxxx Property Holdings Van Ness L.P.	Tunlaw Gardens	0000 Xxxxx Xxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC019/190	Xxxxx Property Holdings Van Ness L.P.	Archstone Xxx Xxxx	0000 Xxx Xxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]

A-5

EXHIBIT B TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

[INTENTIONALLY DELETED]

B-1

EXHIBIT C TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

[NOTE: THIS IS A ONE-MONTH SARM FORM;

THREE-MONTH SARM IS AVAILABLE DURING EXTENSION PERIOD

AND NOTE WILL BE REVISED ACCORDINGLY]

VARIABLE LOAN NOTE

(Collateral Pool )


US $[ ]		[ , ]

FOR VALUE RECEIVED, the undersigned (“Borrower”) jointly and severally (if more than one) promises to pay to the order of XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”), the principal sum of Dollars (US $ ), with interest on the unpaid principal balance from the Disbursement Date until fully paid at the rates applicable from time to time set forth in this Variable Loan Note (“Note”).

This Note is executed and delivered by Borrower pursuant to that certain Amended and Restated Master Credit Facility Agreement, dated as of December 1, 2010 by and among Borrower, Lender and others (as amended, modified, supplemented or restated from time to time, the “Master Agreement”), to evidence the obligation of Borrower to repay a Variable Loan made by Lender to Borrower in accordance with the terms of the Master Agreement. This Note is entitled to the benefit and security of the Loan Documents provided for in the Master Agreement, to which reference is hereby made for a statement of all of the terms and conditions under which the Variable Loan evidenced hereby is made. All references to Loan Documents and Security Documents herein shall be with respect to Collateral Pool (the “Collateral Pool”) as further identified in the Master Agreement.

Section 1. Defined Terms. In addition to defined terms found elsewhere in this Note, as used in this Note, the following definitions shall apply:

Adjustable Rate. The initial Adjustable Rate shall be % per annum until the first Rate Change Date. From and after each Rate Change Date until the next Rate Change Date, the Adjustable Rate shall be the sum of (i) the Current Index, and (ii) the Margin, which sum is then rounded to three decimal places, subject to the limitations that the Adjustable Rate shall not be less than the Margin.

Amortization Period: N/A.

Business Day: Any day other than a Saturday, Sunday or any other day on which Lender is not open for business.

C-1

Current Index: The published Index that is effective on the Business Day immediately preceding the applicable Rate Change Date.

Default Rate: A rate equal to the lesser of four (4) percentage points above the then-applicable Adjustable Rate or the maximum interest rate which may be collected from Borrower under applicable law.

Disbursement Date: The date of disbursement of Loan proceeds hereunder.

First Payment Date: The first day of , . [For example, if the Note date is January 1, then the First Payment Date will be February 1. If the Note date is any day other than January 1, then the First Payment Date will be March 1.]

Indebtedness: The principal of, interest on, or any other amounts due at any time under, this Note, the Security Instrument or any other Loan Document, including prepayment premiums, late charges, default interest, and advances to protect the security of the Security Instrument under Section 12 of the Security Instrument.

Index: The British Bankers Association fixing of the London Inter-Bank Offered Rate for 1-month U.S. Dollar-denominated deposits as reported by Reuters through electronic transmission. If the Index is no longer available, or is no longer posted through electronic transmission, Lender will choose a new index that is based upon comparable information and provide notice thereof to Borrower.

Initial Adjustable Rate: % per annum until the first Rate Change Date.

Lender: The holder of this Note.

Loan: The loan evidenced by this Note.

Loan Year: The period beginning on the Disbursement Date and ending on the day before the twelfth Rate Change Date and each successive twelve- (12) month period thereafter.

Margin: %, which amount includes the Variable Loan Fee.

Maturity Date: The first day of [ ], or any earlier date on which the unpaid principal balance of this Note becomes due and payable by acceleration or otherwise, unless otherwise extended pursuant to Section 1.05 of the Master Agreement.

Payment Change Date: The first day of the month following each Rate Change Date until this Note is repaid in full.

C-2

Prepayment Lockout Period: None.

Prepayment Premium Term: The period beginning on the Disbursement Date and ending on the last calendar day of [ ].

Rate Change Date: The First Payment Date and the first day of each month thereafter until this Note is repaid in full.

Security Instrument: Individually and collectively, various multifamily mortgages, deeds to secure debt or deeds of trust described in the Master Agreement comprising Collateral Pool .

Servicing Payment Date: Two (2) Business Days prior to the date each monthly payment is due under this Note.

Variable Loan Fee: Has the meaning set forth in the Master Agreement.

Event of Default and other capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Master Agreement or, if not defined in the Master Agreement, as defined in the Security Instrument.

Section 2. Address for Payment. All payments due under this Note shall be payable at c/o Wells Fargo, N.A., 375 Park Avenue, Mail Code NY 4060, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be designated by written notice to Borrower from or on behalf of Lender.

Section 3. Payment of Principal and Interest. This Note will accrue interest on the outstanding principal balance at the Adjustable Rate. Principal and interest shall be paid as follows:

(a) Short Month Interest. If disbursement of principal is made by Lender to Borrower on any day other than the first day of the month, interest for the period beginning on the Disbursement Date and ending on and including the last day of the month in which such disbursement is made shall be payable simultaneously with the execution of this Note.

(b) Interest Accrual. Interest shall accrue on the unpaid principal balance of this Note at the Adjustable Rate and shall be computed on an actual/360 basis. The amount of interest payable each month by Borrower pursuant to Paragraph 3(d) below will be based on the actual number of calendar days during such month and shall be calculated by multiplying the unpaid principal balance of this Note by the applicable Adjustable Rate, dividing the product by 360 and multiplying the quotient by the actual number of days elapsed during the month. Borrower understands that the amount of interest payable each month will vary based on the unpaid principal balance of this Note, the Adjustable Rate and the actual number of calendar days during such month.

C-3

(c) Adjustable Rate. The Initial Adjustable Rate shall be in effect until the first Rate Change Date. On the first Rate Change Date and each Rate Change Date thereafter, the Adjustable Rate shall change until the Loan is repaid in full. From and after each Rate Change Date until the next Rate Change Date, the Adjustable Rate shall be the sum of (i) the Current Index, and (ii) the Margin, which sum is then rounded to three decimal places, subject to the limitations that the Adjustable Rate shall not be less than the Margin. Accrued interest on this Note shall be paid in arrears.

(d) Monthly Payments. Borrower acknowledges and agrees to pay all payments required each month as set forth below (the “Required Monthly Payments”) due under this Note to the Lender on the Servicing Payment Date even though such Required Monthly Payments are due on the first day of every month.

Interest Only Loan. Consecutive monthly installments of interest only, each in the amount of the Required Monthly Payment, shall be payable on the First Payment Date and on the first day of each month thereafter until the entire unpaid principal balance evidenced by this Note is fully paid. The entire unpaid principal balance and accrued but unpaid interest, if not sooner paid, shall be due and payable on the Maturity Date. The initial Required Monthly Payment shall be Dollars (US $ ). Thereafter, on each Payment Change Date the Required Monthly Payment shall change based on the then-applicable Adjustable Rate and the actual number of calendar days during the applicable month. The amount of each Required Monthly Payment shall be calculated utilizing the interest accrual method stated in Paragraph 3(b) above.

(e) [Intentionally deleted.]

(f) Notice of Interest Rate Change. Before each Payment Change Date, Lender shall re-calculate the Adjustable Rate and shall notify Borrower (in the manner specified in the Security Instrument for giving notices) of any change in the Adjustable Rate and the Required Monthly Payment.

(g) Correction to Required Monthly Payment. If Lender at any time determines, in its sole but reasonable discretion, that it has miscalculated the amount of the Required Monthly Payment (whether because of a miscalculation of the Adjustable Rate or otherwise), then Lender shall give notice to Borrower of the corrected amount of the Required Monthly Payment (and the corrected Adjustable Rate, if applicable) and (i) if the corrected amount of the Required Monthly Payment represents an increase, then Borrower shall, within thirty (30) calendar days thereafter, pay to Lender any sums that Borrower would have otherwise been obligated under this Note to pay to Lender had the amount of the Required Monthly Payment not been miscalculated, or (ii) if the corrected amount of the Required Monthly Payment represents a decrease thereof and Borrower is not otherwise in breach or default under any of the terms and provisions of the Note, the Security Instrument or any other loan document

C-4

evidencing or securing the Note, then Borrower shall within thirty (30) calendar days thereafter be paid the sums that Borrower would not have otherwise been obligated to pay to Lender had the amount of the Required Monthly Payment not been miscalculated.

(h) Payments Before Due Date. Any regularly scheduled monthly installment of principal and interest that is received by Lender before the date it is due shall be deemed to have been received on the due date solely for the purpose of calculating interest due.

(i) Accrued Interest. Any accrued interest remaining past due for thirty (30) days or more shall be added to and become part of the unpaid principal balance and shall bear interest at the rate or rates specified in this Note. Any reference herein to “accrued interest” shall refer to accrued interest which has not become part of the unpaid principal balance. Any amount added to principal pursuant to the Loan Documents shall bear interest at the applicable rate or rates specified in this Note and shall be payable with such interest upon demand by Lender and absent such demand, as provided in this Note for the payment of principal and interest.

Section 4. Application of Payments. If at any time Lender receives, from Borrower or otherwise, any amount applicable to the Indebtedness which is less than all amounts due and payable at such time, Lender may apply that payment to amounts then due and payable in any manner and in any order determined by Lender, in Lender’s discretion. Borrower agrees that neither Lender’s acceptance of a payment from Borrower in an amount that is less than all amounts then due and payable nor Lender’s application of such payment shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction.

Section 5. Security. The Indebtedness is secured, among other things, by the Security Instrument, and reference is made to the Security Instrument for other rights of Lender concerning the collateral for the Indebtedness.

Section 6. Acceleration. If an Event of Default has occurred and is continuing, the entire unpaid principal balance, any accrued interest, the prepayment premium payable under Section 10, if any, and all other amounts payable under this Note and any other Loan Document shall at once become due and payable, at the option of Lender, without any prior notice to Borrower. Lender may exercise this option to accelerate regardless of any prior forbearance.

Section 7. Late Charge. MONTHLY PAYMENTS UNDER THIS NOTE ARE DUE ON THE FIRST DAY OF EACH AND EVERY MONTH UNTIL THIS NOTE IS PAID IN FULL. BORROWER HEREBY AGREES THAT SUCH PAYMENTS SHALL BE MADE TO THE LENDER ON THE SERVICING PAYMENT DATE. THERE IS NO “GRACE” PERIOD FOR ANY MONTHLY INSTALLMENTS DUE HEREUNDER. Subject to the provisions of Section 9.01(b) of the Master Agreement, if any monthly installment due hereunder is not received by Lender on or before the first day of each month or if any other amount payable under this Note or under the Security Instrument or any other Loan Document is not received by Lender before or on the date such amount is due, counting from and including the date such amount is due, Borrower shall pay to Lender, immediately and without demand by Lender, a late charge equal to five percent (5%) of such monthly installment or other amount due (provided that in connection with the payment in full on the Maturity Date, if such payment is

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not received by Lender on or before the fifth (5^th) day after the Maturity Date, counting from and including the Maturity Date, Borrower shall pay to Lender, immediately and without demand by Lender, a late charge equal to one percent (1%) of such payment or other amount due). Borrower acknowledges that its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan and that it is extremely difficult and impractical to determine those additional expenses. Borrower agrees that the late charge payable pursuant to this Paragraph represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional expenses Lender will incur by reason of such late payment. The late charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 8.

Section 8. Default Rate. So long as any monthly installment or any other payment due under this Note remains past due for thirty (30) days or more, interest under this Note shall accrue on the unpaid principal balance from the earlier of the due date of the first unpaid monthly installment or other payment due, as applicable, at the Default Rate. If the unpaid principal balance and all accrued interest are not paid in full on the Maturity Date, the unpaid principal balance and all accrued interest shall bear interest from the Maturity Date at the Default Rate. Borrower also acknowledges that its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan, that, during the time that any monthly installment or payment under this Note is delinquent for more than thirty (30) days, Lender will incur additional costs and expenses arising from its loss of the use of the money due and from the adverse impact on Lender’s ability to meet its other obligations and to take advantage of other investment opportunities, and that it is extremely difficult and impractical to determine those additional costs and expenses. Borrower also acknowledges that, during the time that any monthly installment or other payment due under this Note is delinquent for more than thirty (30) days, Lender’s risk of nonpayment of this Note will be materially increased and Lender is entitled to be compensated for such increased risk. Borrower agrees that the increase in the rate of interest payable under this Note to the Default Rate represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional costs and expenses Lender will incur by reason of the Borrower’s delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquent loan.

Section 9. Limits on Personal Liability; Joint and Several Obligation. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Note by this reference to the fullest extent as if the text of such Sections were set forth in its entirety herein.

Section 10. Lockout; Voluntary and Involuntary Prepayments.

(a) Borrower may voluntarily prepay all (or a portion) of the indebtedness evidenced hereby subject to the prepayment provisions and any Prepayment Lockout Period described in Schedule A.

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(b) A prepayment premium shall be payable in connection with any prepayment made under this Note as provided below:

(i) At any time after the expiration of the Prepayment Lockout Period, Borrower may voluntarily prepay all (or a portion) of the unpaid principal balance of this Note only on the last calendar day of a calendar month (the “Last Day of the Month”) and only if Borrower has complied with all of the following:

(1) Borrower must give Lender at least thirty (30) days (if given via U.S. Postal Service) or twenty (20) days (if given via facsimile, email or overnight courier), but not more than sixty (60) days, prior written notice of Borrower’s intention to make a prepayment (the “Prepayment Notice”). The Prepayment Notice shall be given in writing (via facsimile, email, U.S. Postal Service or overnight courier) and addressed to Lender. The Prepayment Notice shall include, at a minimum, the Business Day upon which Borrower intends to make the prepayment (the “Intended Prepayment Date”).

(2) Borrower acknowledges that the Lender is not required to accept any voluntary prepayment of this Note on any day other than the Last Day of the Month even if Borrower has given a Prepayment Notice with an Intended Prepayment Date other than the Last Day of the Month or if the Last Day of the Month is not a Business Day. Therefore, even if Lender accepts a voluntary prepayment on any day other than the Last Day of the Month, for all purposes (including the accrual of interest and the calculation of the prepayment premium), any prepayment received by Lender on any day other than the Last Day of the Month shall be deemed to have been received by Lender on the Last Day of the Month and any prepayment calculation will include interest to and including the Last Day of the Month in which such prepayment occurs. If the Last Day of the Month is not a Business Day, then the Borrower must make the payment on the Business Day immediately preceding the Last Day of the Month.

(3) Any prepayment shall be made by paying (A) the amount of principal being prepaid, (B) all accrued interest (calculated to the Last Day of the Month), (C) all other sums due Lender at the time of such prepayment, and (D) the prepayment premium calculated pursuant to Schedule A.

(4) If, for any reason, Borrower fails to prepay this Note within five (5) Business Days after the Intended Prepayment Date, then Lender shall have the right, but not the obligation, to recalculate the prepayment premium pursuant to Schedule A based upon the date that Borrower actually prepays this Note. Notwithstanding the foregoing, if the delayed prepayment occurs in a month other than the month stated in the original Prepayment Notice, then Lender shall (a) have the right, but not the obligation, to recalculate the prepayment premium pursuant to Schedule A based upon the date that Borrower actually prepays this Note and (b) recalculate the amount of interest payable. In either instance, for purposes of recalculation, such new prepayment date shall be deemed the “Intended Prepayment Date.”

(ii) Upon Lender’s exercise of any right of acceleration under this Note, Borrower shall pay to Lender, in addition to the entire unpaid principal balance of this Note outstanding at the time of the acceleration, (A) all accrued interest and all other sums due Lender under this Note and the other Loan Documents, and (B) the prepayment premium calculated pursuant to Schedule A.

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(iii) Any application by Lender of any collateral or other security to the repayment of any portion of the unpaid principal balance of this Note prior to the Maturity Date and in the absence of acceleration shall be deemed to be a partial prepayment by Borrower, requiring the payment to Lender by Borrower of a prepayment premium.

(c) Notwithstanding the provisions of Section 10(b), no prepayment premium shall be payable (1) with respect to any prepayment occurring as a result of the application of any insurance proceeds or condemnation award under the Security Instrument, or (2) as provided in subparagraph (c) of Schedule A.

(d) Schedule A is hereby incorporated by reference into this Note.

(e) Any permitted or required prepayment of less than the entire unpaid principal balance of this Note shall not extend or postpone the due date of any subsequent monthly installments, provided the amount of each monthly installment shall be recomputed to reflect such prepayment of the Indebtedness.

(f) Borrower recognizes that any prepayment of the unpaid principal balance of this Note, whether voluntary or involuntary or resulting from a default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional expense and frustration or impairment of Lender’s ability to meet its commitments to third parties. Borrower agrees to pay to Lender upon demand damages for the detriment caused by any prepayment, and agrees that it is extremely difficult and impractical to ascertain the extent of such damages. Borrower therefore acknowledges and agrees that the formula for calculating prepayment premiums set forth on Schedule A represents all the damages Lender will incur because of a prepayment.

(g) Borrower further acknowledges that the prepayment premium provisions of this Note are a material part of the consideration for the Loan evidenced by this Note, and acknowledges that the terms of this Note are in other respects more favorable to Borrower as a result of the Borrower’s voluntary agreement to the prepayment premium provisions.

Section 11. Costs and Expenses. Borrower shall pay on demand all reasonable expenses and costs, including reasonable fees and out-of-pocket expenses of attorneys and expert witnesses and costs of investigation, actually incurred by Lender as a result of any default under this Note or in connection with efforts to collect any amount due under this Note, or to enforce the provisions of any of the other Loan Documents, including those incurred in post-judgment collection efforts and in any bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding) or judicial or non-judicial foreclosure proceeding.

Section 12. Forbearance. Any forbearance by Lender in exercising any right or remedy under this Note, the Security Instrument, or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of that or any other right or remedy. The acceptance by Lender of any payment after the due date of such payment,

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or in an amount which is less than the required payment, shall not be a waiver of Lender’s right to require prompt payment when due of all other payments or to exercise any right or remedy with respect to any failure to make prompt payment. Enforcement by Lender of any security for Borrower’s obligations under this Note shall not constitute an election by Lender of remedies so as to preclude the exercise of any other right or remedy available to Lender.

Section 13. Waivers. Except as expressly provided in this Note or the Master Agreement, presentment, demand, notice of dishonor, protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment, notice of nonpayment, grace, and diligence in collecting the Indebtedness are waived by Borrower and all endorsers and guarantors of this Note and all other third party obligors.

Section 14. Loan Charges. Borrower agrees to pay an effective rate of interest equal to the sum of the interest rate provided for in this Note and any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid in connection with the Loan evidenced by this Note and any other fees or amounts to be paid by Borrower pursuant to any of the other Loan Documents. Neither this Note nor any of the other Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate greater than the maximum interest rate permitted to be charged under applicable law. If any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower in connection with the Loan is interpreted so that any interest or other charge provided for in any Loan Document, whether considered separately or together with other charges provided for in any other Loan Document, violates that law, and Borrower is entitled to the benefit of that law, that interest or charge is hereby reduced to the extent necessary to eliminate that violation. The amounts, if any, previously paid to Lender in excess of the permitted amounts shall be applied by Lender to reduce the unpaid principal balance of this Note. For the purpose of determining whether any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated, all Indebtedness that constitutes interest, as well as all other charges made in connection with the Indebtedness that constitute interest, shall be deemed to be allocated and spread ratably over the stated term of the Note. Unless otherwise required by applicable law, such allocation and spreading shall be effected in such a manner that the rate of interest so computed is uniform throughout the stated term of the Note.

Section 15. Commercial Purpose. Borrower represents that the Indebtedness is being incurred by Borrower solely for the purpose of carrying on a business or commercial enterprise, and not for personal, family or household purposes.

Section 16. Counting of Days. Except where otherwise specifically provided, any reference in this Note to a period of “days” means calendar days, not Business Days.

Section 17. Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial. The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Note by this reference to the fullest extent as if the text of such Section were set forth in its entirety herein.

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Section 18. Captions. The captions of the paragraphs of this Note are for convenience only and shall be disregarded in construing this Note.

Section 19. Notices. All notices, demands and other communications required or permitted to be given by Lender to Borrower pursuant to this Note shall be given in accordance with Section 13.08 of the Master Agreement.

Section 20. Security for this Note. The indebtedness evidenced by this Note is secured by other Security Documents executed by Collateral Pool Borrower. Reference is made hereby to the Master Agreement and the Security Documents for additional rights and remedies of Lender relating to the Indebtedness evidenced by this Note. Each Security Document shall be released in accordance with the provisions of the Master Agreement and the Security Documents.

Section 21. Loan May Not Be Reborrowed. Borrower may not re-borrow any amounts under this Note which it has previously borrowed and repaid under this Note

Section 22. Variable Loan. This Note is issued to evidence a Variable Loan made in accordance with the terms of the Master Agreement.

Section 23. Cross-Default with Master Agreement. The occurrence and continuance of an Event of Default with respect to the Collateral Pool under the Master Agreement shall constitute an “Event of Default” under this Note, and, accordingly, upon the occurrence of an Event of Default under the Master Agreement with respect to the Collateral Pool, the entire principal amount outstanding hereunder and accrued interest thereon shall at once become due and payable, at the option of the holder hereof.

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ATTACHED SCHEDULES. The following Schedules are attached to this Note:

Schedule A Prepayment Premium (required)

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IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal or has caused this Note to be signed and delivered under seal by its duly authorized representative (which authorized representative shall have no personal liability hereunder). Borrower intends that this Note shall be deemed to be signed and delivered as a sealed instrument.

BORROWER:

[ADD EACH BORROWER FOR SUCH COLLATERAL POOL]

Schedule A-1

SCHEDULE A

Any prepayment premium payable under Section 10 of this Note shall be computed as follows:

(a)

If Borrower voluntarily prepays this Note, Lender accelerates the unpaid principal balance of this Note, or the Lender applies collateral held by Lender to the repayment of any portion of the unpaid principal balance of this Note as permitted in Section 10(b) of the Note (if any), the prepayment premium shall be equal to the following percentage of the amount of principal being prepaid at the time of such prepayment, acceleration or application:

First Loan Year 10 basis points (0.10%)

(b)

For the purposes of this Note, a “Loan Year” shall have the meaning ascribed to it in this Note.

(c)

Notwithstanding the provisions of Section 10(b) of this Note or the foregoing, no prepayment premium shall be payable with respect to any prepayment made on or after the Prepayment Premium Term.

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Schedule A-2

[Initial Page to Schedule A to Variable Loan Note]

INITIAL(S)

Schedule A (initials)

EXHIBIT D TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

GUARANTY

(Collateral Pool )

This Guaranty (the “Guaranty”) is made and entered into as of the day of , 20 by , a (i) ARCHSTONE (f/k/a ARCHSTONE-XXXXX OPERATING TRUST), a Maryland real estate investment trust, (ii) ARCHSTONE MULTIFAMILY GUARANTOR LP (f/k/a TISHMAN SPEYER ARCHSTONE-XXXXX MULTIFAMILY GUARANTOR, L.P.), a Delaware limited partnership, (iii) ARCHSTONE MULTIFAMILY PARALLEL GUARANTOR LLC (f/k/a TISHMAN SPEYER ARCHSTONE-XXXXX MULTIFAMILY PARALLEL GUARANTOR, L.L.C.), a Delaware limited liability company, (iv) ARCHSTONE MULTIFAMILY PARALLEL GUARANTOR I LLC (f/k/a TISHMAN SPEYER ARCHSTONE-XXXXX MULTIFAMILY PARALLEL GUARANTOR I, L.L.C.), a Delaware limited liability company, (v) ARCHSTONE MULTIFAMILY PARALLEL GUARANTOR II LLC (f/k/a TISHMAN SPEYER ARCHSTONE-XXXXX MULTIFAMILY PARALLEL GUARANTOR II, L.L.C.), a Delaware limited liability company, and (vi) ARCHSTONE ENTERPRISE LP, a Delaware limited partnership (individually and collectively, “Guarantor”), for the benefit of XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”).

RECITALS

A. Lender has agreed to execute that certain Amended and Restated Master Credit Facility Agreement, dated as of December 1, 2010 (as amended, supplemented or otherwise modified or amended and restated from time to time, the “Master Agreement”), pursuant to which, inter alia, Lender has agreed, subject to the terms, conditions and limitations of the Master Agreement, to loan to that certain Borrower thereto referred to as Collateral Pool Borrower owning Collateral Pool (the “Borrower”) a loan (the “Loan”) to be evidenced by the Note and secured by Collateral Pool (the “Collateral Pool”).

B. Borrower’s personal liability as provided in Article 12 of the Master Agreement is guaranteed by this Guaranty.

C. Guarantor owns, directly or indirectly, an ownership interest in the Borrower and will receive a direct and material benefit from the Loan to the Borrower.

D. Lender is willing to make the Loan to the Borrower only if Guarantor agrees to enter into this Guaranty.

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NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower, and in consideration thereof, Guarantor hereby agrees as follows:

Section 1. Definitions. All capitalized terms used but not defined in this Guaranty shall have the meanings ascribed to such terms in the Master Agreement. All references to Loan Documents and Security Documents herein shall be with respect to the Collateral Pool as further defined in the Master Agreement.

Section 2. Guaranty of Payment and Completion. Guarantor irrevocably, absolutely and unconditionally guarantees to Lender all of the following (collectively, the “Guaranteed Obligations”):

The due and punctual payment of all amounts for which Borrower is personally liable under Article 12 of the Master Agreement.

This Guaranty shall be an unconditional guaranty of payment and performance, and not of collection, and is in no way conditioned upon any attempt by Lender to pursue or exhaust any remedy against Borrower. This Guaranty is a continuing guaranty which shall remain in full force and effect until all of the Guaranteed Obligations have been paid and performed in full; and Guarantor shall not be released from any Guaranteed Obligations to Lender under this Guaranty as long as any amount payable by Borrower to Lender, or any Obligation by Borrower, under the Loan Documents is not performed, satisfied, settled or paid in full.

Section 3. Form of Payment. All payments under this Guaranty shall be made to Lender in immediately available funds, without reduction by any recoupment, set-off, counterclaim or cross-claim against Lender.

Section 4. Guarantor’s Obligations are Absolute. The obligations of Guarantor under this Guaranty shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, recoupment, deduction, or defense based upon any claim Guarantor may have against Lender or Borrower and shall remain in full force and effect without regard to, and shall not be released, discharged or terminated or in any other way affected by, any circumstance or condition (whether or not Guarantor shall have any knowledge or notice thereof), including, without limitation:

(a) any amendment or modification of, or extension of time for payment of any of the principal of, interest on or other amounts payable under the Loan Documents;

(b) any exercise or non-exercise by Lender of any right, power or remedy under or in respect of the Loan Documents, or any waiver, consent, forbearance, indulgence or other action, inaction or omission by Lender under or in respect of the Loan Documents;

(c) any assignment, sale or other transfer of Borrower’s interest in all or any part of the real or personal property which at any time constitutes collateral for the payment of the Guaranteed Obligations, including, without limitation, a conveyance of such property by Borrower to Lender by deed in lieu of foreclosure;

(d) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower or Lender or their respective properties or creditors, or any action taken with respect to the Loan Documents by any trustee or receiver of Borrower or Lender, or by any court, in any such proceeding;

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(e) any invalidity or unenforceability, in whole or in part, of any term or provision of the Loan Documents or Borrower’s incapacity or lack of authority to enter into the Loan Documents;

(f) any release, compromise, settlement or discharge with respect to all or any portion of Borrower’s obligations under the Loan Documents;

(g) any acceptance of additional or substituted collateral for payment of the Guaranteed Obligations or any release or subordination of any collateral held at any time by Lender as security for the payment of the Guaranteed Obligations; or

(h) any resort to Guarantor for payment of all or any portion of the Guaranteed Obligations, whether or not Lender shall have resorted to any collateral securing the Guaranteed Obligations, if any, or shall have proceeded to pursue or exhaust its remedies against Borrower (or any other Person) primarily or secondarily liable for the Guaranteed Obligations.

No exercise, delay in exercise or non-exercise by Lender of any right hereby given it, no dealing by Lender with Borrower, Guarantor or any other Person, no change, impairment or suspension of any right or remedy of Lender, and no act or thing which, but for this provision, could act as a release or exoneration of the liabilities of Guarantor hereunder, shall in any way affect, decrease, diminish or impair any of the obligations of Guarantor hereunder or give Guarantor or any other Person any recourse or defense against Lender.

Section 5. Waiver. Guarantor unconditionally waives the following:

(a) notice of acceptance of this Guaranty and notice of any of the matters referred to in Section 4 hereof;

(b) all notices which may be required by statute, rule of law or otherwise to preserve intact any rights which Lender may have against Guarantor under this Guaranty, including, without limitation, any demand, proof or notice of non-payment of any of the principal of, interest on or other amounts payable under the Loan Documents, and notice of any failure on the part of Borrower to perform and comply with any covenant, agreement, term or condition of the Loan Documents;

(c) any right to the enforcement, assertion or exercise of any right, power or remedy conferred upon Lender in the Loan Documents or otherwise;

(d) any requirement that Lender act with diligence in enforcing its rights under the Loan Documents or this Guaranty;

(e) any right to require Lender to proceed against or exhaust its recourse against Borrower or any security or collateral held by Lender, if any, at any time for the payment of the Guaranteed Obligations or to pursue any other remedy in its power before being entitled to payment from Guarantor under this Guaranty or before proceeding against Guarantor;

(f) any failure by Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of Borrower or any other Person;

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(g) any defense based upon an election of remedies by Lender which destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor (after payment of the Guaranteed Obligations) to proceed against Borrower for reimbursement, or both;

(h) any defense based upon any taking, modification or release of any collateral for the Guaranteed Obligations, if any, or any failure to perfect any security interest in, or the taking of, or failure to take any other action with respect to, any collateral securing payment of the Guaranteed Obligations, if any;

(i) any defense based upon the addition, substitution or release, in whole or in part, of any Person(s), including, without limitation, another guarantor, primarily or secondarily liable for or in respect of the Guaranteed Obligations;

(j) any rights or defenses based upon an offset by Guarantor against any obligation now or hereafter owed to Guarantor by Borrower; and

(k) all other notices which may or might be lawfully waived by Guarantor;

it being the intention hereof that Guarantor shall remain liable as principal, to the extent set forth in this Guaranty, until the payment and performance in full of the Guaranteed Obligations, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of Guarantor other than the payment and performance in full of the Guaranteed Obligations. No delay by Lender in exercising any rights and/or powers hereunder or in taking any action to enforce Borrower’s obligations under the Loan Documents shall operate as a waiver as to such rights or powers or in any manner prejudice any and all of Lender’s rights and powers hereunder against Guarantor. The intention of Guarantor under this Guaranty is that, so long as any of the Guaranteed Obligations remains unsatisfied, the obligations of Guarantor hereunder shall not be discharged except by payment or performance and then only to the extent of such payment or performance. Guarantor agrees that Guarantor’s obligations hereunder shall not be affected by any circumstances, whether or not referred to in this Guaranty, which might constitute a legal or equitable discharge of a surety or guarantor except for payment or performance.

Section 6. Election of Remedies. This Guaranty may be enforced from time to time, as often as occasion therefor may arise, and without any requirement that Lender must first pursue or exhaust any remedies available to it against Borrower under the Loan Documents or against any other Person or resort to any collateral at any time held by it for performance of the Guaranteed Obligations, if any, or any other source or means of obtaining payment of any of the Guaranteed Obligations.

Section 7. Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to the Lender as follows:

(a) Due Organization; Qualification. Guarantor is qualified to transact business and is in good standing in the State in which it is organized and in each other jurisdiction in which such qualification and/or standing is necessary to the conduct of its business and where the failure to be so qualified would have a Material Adverse Effect on Guarantor, or the enforceability of, or the ability of Guarantor to perform the Guaranteed Obligations.

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(b) Power and Authority. Guarantor has the requisite power and authority (i) to own its properties and to carry on its business as now conducted and as contemplated to be conducted in connection with the performance of the Guaranteed Obligations, and (ii) to execute and deliver this Guaranty and to carry out the transactions contemplated by this Guaranty.

(c) Due Authorization. The execution, delivery and performance of this Guaranty has been duly authorized by all necessary action and proceedings by or on behalf of Guarantor, and no further approvals or filings of any kind, including any approval of or filing with any Governmental Authority, are required by or on behalf of Guarantor as a condition to the valid execution, delivery and performance by Guarantor of this Guaranty.

(d) Valid and Binding Obligations. This Guaranty has been duly authorized, executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally or by equitable principles or by the exercise of discretion by any court.

(e) Non-contravention: No Liens. Neither the execution and delivery of this Guaranty, nor the fulfillment of or compliance with the terms and conditions of this Guaranty nor the payment or performance of the Guaranteed Obligations:

(i) does or will conflict with or result in any breach or violation of any Applicable Law enacted or issued by any Governmental Authority or other agency having jurisdiction over Guarantor, any of the Mortgaged Properties or any other portion of the Collateral or assets of Guarantor, or any judgment or order applicable to Guarantor or to which Guarantor is subject;

(ii) does or will conflict with or result in any material breach or violation of, or constitute a default under, any of the terms, conditions or provisions of Guarantor’s Organizational Documents, any indenture, existing agreement or other instrument to which Guarantor is a party or to which Guarantor, any of the Mortgaged Properties or any other portion of the Collateral or other assets of Guarantor is subject; or

(iii) does or will require the consent or approval of any creditor of Guarantor, any Governmental Authority or any other Person except such consents or approvals which have already been obtained.

(f) Pending Litigation or Other Proceedings. Except as previously disclosed to Lender in writing, there is no pending or, to the best knowledge of Guarantor, threatened action, suit, proceeding or investigation, at law or in equity, before any court, board, body or official of any Governmental Authority or arbitrator which, if decided adversely to Guarantor, would have, or may reasonably be expected to have, a Material Adverse Effect on Guarantor. Guarantor is not in default with respect to any order of any Governmental Authority.

(g) Solvency. Guarantor is not insolvent and will not be rendered insolvent by the transaction contemplated by this Guaranty and after giving effect to such transaction,

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Guarantor will not be left with an unreasonably small amount of capital with which to engage in its business or undertakings, nor will Guarantor have incurred, have intended to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Guarantor did not receive less than a reasonably equivalent value in exchange for incurrence of the Guaranteed Obligations. There (i) is no contemplated, pending or, to the best of Guarantor’s knowledge, threatened bankruptcy, reorganization, receivership, insolvency or like proceeding, whether voluntary or involuntary, affecting Guarantor and (ii) has been no assertion or exercise of jurisdiction over Guarantor by any court empowered to exercise bankruptcy powers.

(h) No Contractual Defaults. There are no defaults by Guarantor or, to the knowledge of Guarantor, by any other Person under any contract to which Guarantor is a party other than defaults which do not permit the non-defaulting party to terminate the contract or which do not have, and are not reasonably be expected to have, a Material Adverse Effect on Guarantor. Neither Guarantor nor, to the knowledge of Guarantor, any other Person, has received notice or has any knowledge of any existing circumstances in respect of which it could receive any notice of default or breach in respect of any material contracts.

(i) Representations True and Correct. The representations and warranties made by Guarantor in this Guaranty are true, complete and correct as of the Initial Closing Date and do not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(j) ERISA. Guarantor is in compliance in all material respects with all applicable provisions of ERISA and has not incurred any liability to the PBGC on a Plan under Title IV of ERISA other than violations or liabilities which do not have, and are not reasonably expected to have, a Material Adverse Effect. None of the assets of Guarantor constitute plan assets (within the meaning of Department of Labor Regulation § 2510.3-101) of any employee benefit plan subject to Title I of ERISA.

(k) Financial Information. The financial statements of Guarantor which have been furnished to the Lender are complete and accurate in all material respects and present fairly in all material respects the financial condition of Guarantor, as of its date in accordance with GAAP, applied on a consistent basis, and since the date of the most recent of such financial statements no event has occurred which would have, or may reasonably be expected to have a Material Adverse Effect on Guarantor, and there has not been any material transaction entered into by Guarantor other than transactions related to the business of owning, managing and operating real estate. Guarantor has no material contingent obligations which are not otherwise disclosed in its most recent financial statements.

(l) Accuracy of Information. No information, statement or report furnished in writing to the Lender by Guarantor in connection with this Guaranty or any other Loan Document or in connection with the consummation of the transactions contemplated hereby and thereby contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon

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assumptions believed to be reasonable at the time. Any forward looking statements contained therein are inherently subject to risk and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated. Future events and actual results, financial and otherwise, could differ materially from those set forth therein or contemplated by the forward looking statements contained therein.

(m) No Conflicts of Interest. To the best knowledge of Guarantor, no member, officer, agent or employee of the Lender has been or is in any manner interested, directly or indirectly, in that Person’s own name, or in the name of any other Person, in the Guaranty, the Loan Documents, or any Mortgaged Property, in any contract for property or materials to be furnished or used in connection with such Mortgaged Property or in any aspect of the transactions contemplated by the Loan Documents.

(n) Governmental Approvals. To the best of Guarantor’s knowledge, no Governmental Approval not already obtained or made is required for the execution and delivery of this Guaranty or the performance of the terms and provisions hereof by Guarantor.

(o) Governmental Orders. Guarantor is not presently under any cease or desist order or other orders of a similar nature, temporary or permanent, of any Governmental Authority which would have the effect of preventing or hindering performance of its duties hereunder, nor are there any proceedings presently in progress or to its knowledge contemplated which would, if successful, lead to the issuance of any such order.

(p) No Reliance. Guarantor acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Guaranty and the other Loan Documents; that it is familiar with the provisions of all of the documents and instruments relating to such transactions; that it understands the risks inherent in such transactions, including the risk of loss of all or any of the Mortgaged Properties; and that it has not relied on the Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Guaranty or any other Loan Document or otherwise relied on the Lender in any manner in connection with interpreting, entering into or otherwise in connection with this Guaranty, any other Loan Document or any of the matters contemplated hereby or thereby.

(q) Compliance with Applicable Law. Guarantor is in compliance with Applicable Law, including all Governmental Approvals, if any, except for such items of noncompliance that, singly or in the aggregate, have not had and are not reasonably expected to cause, a Material Adverse Effect on Guarantor.

(r) Contracts with Affiliates. Except as otherwise approved in writing by the Lender, including any property management agreements for the Mortgaged Property, Guarantor has not entered into and is not a party to any contract, lease or other agreement with any Affiliate of Guarantor for the provision of any service, materials or supplies relating to any Mortgaged Property.

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Section 8. Affirmative Covenants of Guarantor. Guarantor agrees and covenants with the Lender that, at all times during the Term of this Guaranty:

(a) Maintenance of Existence. Guarantor shall maintain its existence and continue to be a real estate investment trust, a limited partnership or a limited liability company, as applicable, organized under the laws of the state of its organization. Guarantor shall continue to be duly qualified to do business in each jurisdiction in which such qualification is necessary to the conduct of its business and where the failure to be so qualified would have a Material Adverse Effect on Guarantor, the enforceability of, or the ability to perform, its obligations under this Guaranty.

(b) Financial Statements; Accountants’ Reports: Other Information. The Guarantor shall keep and maintain at all times complete and accurate books of accounts and records in sufficient detail to correctly reflect all of the Guarantor’s financial transactions and assets. In addition, the Guarantor shall furnish, or cause to be furnished, to the Lender the financial statements required by the Master Agreement.

(c) Maintain Licenses. Guarantor shall procure and maintain in full force and effect all licenses, Permits, charters and registrations which are material to the conduct of its business and shall abide by and satisfy all material terms and conditions of all such licenses, Permits, charters and registrations except where the failure to procure, maintain, abide by or satisfy would not have a Material Adverse Effect on Guarantor or the Mortgaged Properties.

(d) Access to Records; Discussions With Officers and Accountants. To the extent permitted by law, Guarantor shall permit the Lender to take all actions set forth in Section 6.04 of the Master Agreement.

Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections shall be conducted at reasonable times during normal business hours and upon reasonable notice to the Guarantors.

(e) Inform the Lender of Material Events. Guarantor shall promptly inform the Lender in writing of any of the following (and shall deliver to the Lender copies of any related written communications, complaints, orders, judgments and other documents relating to the following) of which Guarantor has actual knowledge:

(i) Defaults. The occurrence of any Event of Default or any Potential Event of Default under any Loan Document;

(ii) Regulatory Proceedings. Upon obtaining actual knowledge thereof, the commencement of any rulemaking or disciplinary proceeding or the promulgation of any proposed or final rule which would have, or may reasonably be expected to have, a Material Adverse Effect on Guarantor;

(iii) Legal Proceedings. The commencement or threat of, or amendment to, any proceedings by or against Guarantor in any Federal, state or local court or before any Governmental Authority, or before any arbitrator, which, if adversely determined, would have, or at the time of determination may reasonably be expected to have, a Material Adverse Effect on Guarantor;

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(iv) Bankruptcy Proceedings. The commencement of any proceedings by or against Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee or other similar official is sought to be appointed for it;

(v) Regulatory Supervision or Penalty. The receipt of notice from any Governmental Authority having jurisdiction over Guarantor that (A) Guarantor is being placed under regulatory supervision, (B) any license, Permit, charter, membership or registration material to the conduct of Guarantor’s business or the Mortgaged Properties is to be suspended or revoked and such suspension or revocation will have a Material Adverse Effect on Guarantor or the Mortgaged Properties, or (C) Guarantor is to cease and desist any practice, procedure or policy employed by Guarantor, as the case may be, in the conduct of its business, and such cessation would have, or may reasonably be expected to have, a Material Adverse Effect;

(vi) Material Adverse Effect. The occurrence of any act, omission, change or event which has a Material Adverse Effect on Guarantor subsequent to the date of the most recent audited financial statements delivered to the Lender pursuant to Section 6.03 of the Master Agreement;

(vii) Accounting Changes. Any material change in Guarantor’s accounting policies or financial reporting practices;

(viii) Legal and Regulatory Status. The occurrence of any act, omission, change or event, including any Governmental Approval, the result of which is to change or alter in any way the legal or regulatory status of Guarantor, which change or alteration will have a Material Adverse Effect on Guarantor; and

(ix) Default on Indebtedness. The occurrence of any event that results in or, with the giving of notice, if applicable, or the passing of time, or both, would result in (i) any imminent default, default or waiver of default in respect of any Indebtedness of the Guarantor having a principal amount in excess of $250,000 individually or $500,000 in the aggregate, (ii) the failure of the Guarantor to pay when due or within any applicable grace period any Indebtedness of the Guarantor, or (iii) any Indebtedness of the Guarantor becoming due and payable before its normal maturity by reason of a default or event of default, however described, or any other event of default shall occur and continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness.

(x) Restructuring of Guarantor. Any restructuring or reorganization of any Guarantor in violation of the terms set forth in the Master Agreement.

(f) ERISA. Guarantor shall at all times remain in material compliance in all material respects with all applicable provisions of ERISA and similar requirements of the PBGC, other than violations or liabilities which do not have, and are not reasonably expected to have, a Material Adverse Effect.

(g) At all times during the term of this Agreement, the Guarantor shall, collectively, own, directly or indirectly, all or substantially all of the assets of the Xxxxxxxxx,

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collectively, owned, directly or indirectly, on the Initial Closing Date, except for (i) one or more Transfers on an arms' length basis of any or all of the assets of the Guarantor to one or more Persons that are not Affiliates of the Guarantor and (ii) one or more Transfers of any or all of the assets of the Guarantor to one or more Affiliates of the Guarantor so long as the transferee of any such assets becomes an Additional Guarantor; provided, that (A) any transferee under clause (ii) that is a subsidiary of any Guarantor shall not be required to become an Additional Guarantor and (B) any transferee under clause (ii) that is not wholly-owned by Guarantor, collectively (e.g., a joint venture or fund that is controlled by Guarantor or an Affiliate thereof), shall not be required to become an Additional Guarantor, but the Affiliate of Guarantor that owns the interest in the transferee in question, if such Affiliate is not itself a subsidiary of any Guarantor, shall become an Additional Guarantor. Nothing in this Section 8(g) shall permit the Transfer of any of the Mortgaged Properties except in accordance with the terms and provisions of the Master Agreement.

(h) Monitoring Compliance. Upon the request of the Lender, but without incurring any liability beyond the Guaranteed Obligations, from time to time, Guarantor shall promptly provide to the Lender such documents, certificates and other information as may be deemed reasonably necessary to enable the Lender to perform its functions under any selling and servicing contract executed by Lender.

Section 9. Negative Covenants of Guarantor.

(a) Other Activities. Guarantor shall not:

(i) except in connection with a Transfer permitted under the Master Agreement, amend its Organizational Documents in any material respect without the prior written consent of the Lender;

(ii) dissolve or liquidate in whole or in part; or

(iii) merge or consolidate with any Person.

(b) Principal Place of Business. Guarantor shall not change its principal place of business or the location of its books and records, each as set forth in Section 18, without giving notice to the Lender within thirty (30) days of such change.

Section 10. Expenses. Guarantor agrees to pay all reasonable costs and out-of-pocket expenses, including court costs and expenses and the reasonable fees and disbursements of legal counsel, incurred by or on behalf of Lender in connection with the enforcement of Guarantor’s obligations under this Guaranty or the protection of Lender’s rights under this Guaranty but only if Lender prevails in such enforcement proceedings. The covenants contained in this Section shall survive the payment of the Guaranteed Obligations.

Section 11. Condition of Borrower. Guarantor is fully aware of the financial condition of Borrower and is executing and delivering this Guaranty based solely upon Guarantor’s own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement made by Lender. Guarantor represents and

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warrants that Guarantor is in a position to obtain, and Guarantor hereby assumes full responsibility for obtaining, any additional information concerning Borrower’s financial condition and any other matters pertinent hereto as Guarantor may desire and Guarantor is not relying upon or expecting Lender to furnish to Guarantor any information now or hereafter in Lender’s possession concerning the same or any other matter. By executing this Guaranty, Guarantor knowingly accepts the full range of risks encompassed within a contract of this type, which risks Guarantor acknowledges.

Section 12. Further Assurances. Guarantor agrees at any time and from time to time upon request by Lender to take, or cause to be taken, any action and to execute and deliver any additional documents which, in the reasonable opinion of Lender, may be necessary in order to assure to Lender the full benefits of this Guaranty.

Section 13. Subordination. Guarantor hereby irrevocably and unconditionally agrees that any claims, direct or indirect, Guarantor may have by subrogation or other form of reimbursement, against Borrower or to any security or any interest therein, by virtue of this Guaranty or as a consequence of any payment made by Guarantor pursuant to this Guaranty, shall be fully subordinated in time and right of payment to the payment in full of the Guaranteed Obligations and all other obligations of Guarantor to Lender under this Guaranty.

Section 14. No Subrogation. Guarantor shall not have any right of subrogation against Borrower by reason of any payment by Guarantor under this Guaranty until such time as all of the Guaranteed Obligations have been satisfied in full. Nothing in the foregoing shall affect any claim which any Guarantor has against Borrower under the terms of the Organizational Documents of the Borrower.

Section 15. Insolvency and Liability of Borrower. So long as any of the Guaranteed Obligations is unpaid and this Guaranty is in effect, and to the extent not prohibited by the applicable bankruptcy court, Guarantor agrees to file all claims against Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in connection with Indebtedness owed by Borrower to Guarantor and to assign to Lender all rights of Guarantor thereunder up to the lesser of (i) the amount of such Indebtedness or (ii) the amount of the Guaranteed Obligations. In all such cases the Person or Persons authorized to pay such claims shall pay to Lender the full amount thereof to the full extent necessary to pay the Guaranteed Obligations, and Guarantor hereby assigns to Lender all of Guarantor’s rights to all such payments to which Guarantor would otherwise be entitled. Notwithstanding the foregoing, and except to the extent that any sums owed by Borrower to Lender under the Loan Documents shall have been fully satisfied thereby, the liability of Guarantor hereunder shall in no way be affected by

(a) the release or discharge of Borrower in any creditors’, receivership, bankruptcy or other proceedings; or

(b) the impairment, limitation or modification of the liability of Borrower or the estate of Borrower in bankruptcy resulting from the operation of any present or future provisions of the Bankruptcy Code or other statute or from the decision in any court.

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Section 16. Preferences, Fraudulent Conveyances, Etc. If Lender is required to refund, or voluntarily refunds, any payment received from Borrower because such payment is or may be avoided, invalidated, declared fraudulent, set aside or determined to be void or voidable as a preference, fraudulent conveyance, impermissible setoff or a diversion of trust funds under the bankruptcy laws or for any similar reason, including, without limitation, any judgment, order or decree of any court or administrative body having jurisdiction over Lender or any of its property, or any settlement or compromise of any claim effected by Lender with Borrower or other claimant (a “Rescinded Payment”), then Guarantor’s liability to Lender shall continue in full force and effect, or Guarantor’s liability to Lender shall be reinstated, as the case may be, with the same effect and to the same extent as if the Rescinded Payment had not been received by Lender, notwithstanding the cancellation or termination of any Note or any of the other Loan Documents. In addition, Guarantor shall pay, or reimburse Lender for, all expenses (including all reasonable attorneys’ fees, court costs and related disbursements) incurred by Lender in the defense of any claim that a payment received by Lender in respect of all or any part of the Guaranteed Obligations from Guarantor must be refunded. The provisions of this Section shall survive the termination of this Guaranty and any satisfaction and discharge of Borrower by virtue of any payment, court order or any federal or state law.

Section 17. Waiver. Neither this Guaranty nor any term hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by Lender and Guarantor expressly referring to this Guaranty and to the provisions so changed or limited. No such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of Lender in exercising any right under this Guaranty shall operate as a waiver thereof or otherwise by prejudice thereto.

Section 18. Notices. All notices or other communications hereunder shall be sufficiently given and shall be deemed given when sent in the manner prescribed by the Master Agreement addressed to the parties as follows:

As to the Guarantor:

Archstone

0000 X. Xxxxxxxx Xxxxxx

Xxxxx 000

Xxxxxxxxx, Xxxxxxxx 00000

Attention: General Counsel

With copies to:

Xxxxxxxx & Xxxxx LLP

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxx X. Xxxxxxxxx, P.C.

If to Lender:

As provided in the Master Agreement.

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Section 19. Assignability by Lender. Lender may, without notice to Guarantor, assign or transfer the Loan and the Loan Documents, in whole or in part. In such event, each and every immediate and successive assignee, transferee or holder of all or any part of the Loan and the Loan Documents shall have the right to enforce this Guaranty, by legal action or otherwise, as fully as if such assignee, transferee, or holder were by name specifically given such right and power in this Guaranty. Lender shall have an unimpaired right to enforce this Guaranty for its benefit as to so much of the Loan and the Loan Documents as Lender has not sold, assigned or transferred.

Section 20. Guarantor Bound by Judgment Against Borrower. Guarantor shall be conclusively bound, in any jurisdiction, by the judgment in any action by Lender against Borrower in connection with the Loan Documents (wherever instituted) as if Guarantor were a party to such action even if not so joined as a party.

Section 21. Governing Law. The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such Section were set forth in its entirety herein.

Section 22. Invalid Provisions. If any provision of this Guaranty or the application thereof to Guarantor or any circumstance in any jurisdiction whose laws govern this Guaranty shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent of such invalidity or unenforceability and shall be deemed modified to conform to such statute, regulation or rule or law. The remainder of this Guaranty and the application of any such invalid or unenforceable provision to parties, jurisdictions or circumstances other than those to whom or to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability nor shall such invalidity or unenforceability affect the validity or enforceability of any other provision of this Guaranty.

Section 23. General Provisions. This Guaranty shall be binding upon the respective successors and assigns of Guarantor, and shall inure to the benefit of Lender and its successors and assigns, including, without limitation, each successive holder of the Note. The descriptive headings of the Sections of the Guaranty have been inserted herein for convenience of reference only and shall not define or limit the provisions hereof.

Section 24. Obligations Joint and Several. The obligations of Guarantor hereunder shall be joint and several with the obligations of any other guarantors under this and any other guaranty and the obligations of Borrower under the Loan Documents.

Section 25. Exculpation. Notwithstanding anything appearing to the contrary in this Guaranty, Lender shall not be entitled to enforce the liability and obligation of Guarantor to pay, perform and observe the obligations contained in this Guaranty by any action or proceeding against any direct or indirect member, shareholder, partner, manager, director, officer, agent,

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affiliate, beneficiary, trustee or employee of Guarantor or any direct or indirect member, shareholder, partner, manager, director, officer, agent, affiliate, beneficiary, trustee or employee of the foregoing.

Section 26. Representations and Warranties True. In the event that any representation or warranty contained herein becomes untrue, in whole or in part, after the date hereof, Guarantor promptly will so advise Lender in writing.

Section 27. Ratification. Guarantor covenants that it shall, promptly upon the request of Lender ratify and affirm this Guaranty in writing, as of such date or dates as such Person shall specify.

Section 28. Survival. The representations, warranties and covenants set forth in this Guaranty shall survive the execution and delivery of the Loan Documents, regardless of any investigation made by Lender.

Section 29. OFAC Requirements.

(a) Representations and Warranties. Guarantor, any general partner of Guarantor or any managing member of Guarantor, as applicable, Mortgaged Property manager (if applicable) and, to the best of Guarantor’s knowledge, after having made reasonable inquiry, (a) each Person owning a direct or indirect interest of twenty percent (20%) or more in Guarantor, any general partner of Guarantor or any managing member of Guarantor, the Mortgaged Property manager (if the Mortgaged Property manager is an affiliate of Guarantor), and (b) each commercial tenant at the Mortgaged Property: (i) is not currently identified on OFAC List, and (ii) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. Guarantor shall confirm this representation and warranty in writing upon request by Lender, which request shall not be made more than once per year.

(b) Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. Guarantor shall comply with all Requirements of Law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting the foregoing, no Guarantor shall take any action, or permit any action to be taken, that would cause any Guarantor’s representations and warranties, as set forth in subsection (a) above, to become untrue or inaccurate at any time during the term of the Loan. Guarantor shall notify Lender promptly of Guarantor’s actual knowledge that such representations and warranties may no longer be accurate or that any other violation of the foregoing Requirements of Law has occurred or is being investigated by Governmental Authorities. In connection with such an event, Guarantor shall comply with all Requirements of Law and directives of Governmental Authorities and, at Lender’s request, provide to Lender copies of all notices, reports and other communications exchanged with, or received from, Governmental Authorities relating to such event. Guarantor shall also reimburse Lender for any expense incurred by Lender in evaluating the effect of such an event on the Loan and Lender’s interest in the collateral for the Loan, in obtaining any necessary license from Governmental Authorities as may be necessary for Lender to enforce its rights under the Loan Documents, and in complying with all Requirements of Law applicable to Lender as the result of the existence of such an event and for any penalties or fines imposed upon Lender as a result thereof.

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(i) “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to such government.

(ii) “OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any Requirements of Law, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States. The OFAC List is currently accessible through the internet website xxx.xxxxx.xxx/xxxx/x00xxx.xxx.

(iii) “Person” means an individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(iv) “Requirements of Law” means (a) the organizational documents of an entity, and (b) any law, regulation, ordinance, code, decree, treaty, ruling or determination of an arbitrator, court or other Governmental Authority, or any Executive Order issued by the President of the United States, in each case applicable to or binding upon such Person or to which such Person, any of its property or the conduct of its business is subject including, without limitation, laws, ordinances and regulations pertaining to the zoning, occupancy and subdivision of real property.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, Guarantor has signed and delivered this Guaranty under seal or has caused this Guaranty to be signed and delivered under seal by its duly authorized representative (which representative shall have no personal liability hereunder) as of the day and year first above written.

GUARANTOR:

[INSERT EACH GUARANTOR SIGNATURE BLOCK]

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EXHIBIT E TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

[JOINDER TO AND] CONFIRMATION OF GUARANTY

(Collateral Pool )

THIS [JOINDER TO AND] CONFIRMATION OF GUARANTY (the “Confirmation”) is made as of the day of , 20 , by , a (i) ARCHSTONE (f/k/a ARCHSTONE-XXXXX OPERATING TRUST), a Maryland real estate investment trust, (ii) ARCHSTONE MULTIFAMILY GUARANTOR LP (f/k/a TISHMAN SPEYER ARCHSTONE-XXXXX MULTIFAMILY GUARANTOR, L.P.), a Delaware limited partnership, (iii) ARCHSTONE MULTIFAMILY PARALLEL GUARANTOR LLC (f/k/a TISHMAN SPEYER ARCHSTONE-XXXXX MULTIFAMILY PARALLEL GUARANTOR, L.L.C.), a Delaware limited liability company, (iv) ARCHSTONE MULTIFAMILY PARALLEL GUARANTOR I LLC (f/k/a TISHMAN SPEYER ARCHSTONE-XXXXX MULTIFAMILY PARALLEL GUARANTOR I, L.L.C.), a Delaware limited liability company, (v) ARCHSTONE MULTIFAMILY PARALLEL GUARANTOR II LLC (f/k/a TISHMAN SPEYER ARCHSTONE-XXXXX MULTIFAMILY PARALLEL GUARANTOR II, L.L.C.), a Delaware limited liability company, and (vi) ARCHSTONE ENTERPRISE LP, a Delaware limited partnership (individually and collectively, “Guarantor”, [and (vii) (“Additional Guarantor”)], for the benefit of XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”).

A. A. Guarantor entered into or joined into that certain Guaranty (Collateral Pool ) dated as of October 5, 2007, for the benefit of (a) XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation, (b) BANK OF AMERICA, N.A., a national banking association, and (c) BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation ((a), (b) and (c), collectively, the “Original Lender”) (the “Guaranty”) to guaranty the Guaranteed Obligations (as defined in the Guaranty) under that certain Master Credit Facility Agreement, dated as of October 5, 2007 (the “Original Agreement”) by and among the borrowers set forth therein (individually and collectively, the “Borrower”), Original Lender and other borrowers signatory thereto. All of Original Lender’s right, title and interest in the Original Agreement and the Loan Documents executed in connection with the Original Agreement have been assigned to Lender pursuant to various Assignments of Master Credit Facility Agreement and Other Loan Documents dated as of October 5, 2007. The Original Agreement has been amended and restated in its entirety pursuant to that certain Amended and Restated Master Credit Facility Agreement, dated as of December 1, 2010, by and among Borrower, Lender and other borrowers signatory thereto (as amended, restated, supplemented or otherwise modified or amended and restated from time to time, the “Master Agreement”). All capitalized terms used but not defined in this Confirmation shall have the meanings ascribed to such terms in the Guaranty. All references to Loan Documents herein shall be with respect to Collateral Pool (the “Collateral Pool”) as further defined in the Master Agreement.

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B. [Borrower and Lender have modified the credit facility under the Master Agreement] OR [Additional Borrower has joined into the Master Agreement as a Borrower under Collateral Pool ] and made certain other changes to the terms and conditions of the Master Agreement pursuant to that certain [ ] Amendment to Master Agreement dated as of even date herewith (the “[ ] Amendment”).] OR [Additional Guarantor owns, directly or indirectly, an ownership interest in Borrower and has agreed to join into the Guaranty as a Guarantor thereunder.]

C. [As a condition to entering into the [ ] Amendment] OR [Pursuant to the terms of the Master Agreement, Additional Guarantor is required to join into the Guaranty and] Guarantor is required to confirm its obligations under the Guaranty.

NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Confirmation and the Guaranty, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:

Section 1. Guarantor hereby [(i) acknowledges and consents to [the addition of the Additional Borrower][the joinder of the Additional Guarantor in the Guaranty] under the Master Agreement], (ii) the other changes and the terms and conditions of the Master Agreement all as set forth in the [ ] Amendment, and (iii)] confirms to Lender that the terms and provisions (including the representations, warranties and covenants) of the Guaranty remain in full force and effect.

Section 2. [FOR JOINDER OF ADDITIONAL GUARANTORS — Additional Guarantor hereby joins into the Guaranty as if it were an original Guarantor thereunder and hereby agrees that all references in the Guaranty and the Loan Documents to any Guarantor shall include the Additional Guarantor, including but not limited to, the Master Agreement and the Guarantor. Further, any references in any Security Instrument to “Key Principal” shall be deemed to include Additional Guarantor.]

Section 3. [FOR JOINDER OF ADDITIONAL GUARANTORS — The provisions of Section 25 of the Guaranty (entitled “Exculpation”) are hereby incorporated into this Confirmation by this reference to the fullest extent as if such text of such provisions was set forth in their entirety herein.]

Section 4. Guarantor hereby confirms and ratifies the Loan Documents it has previously executed in connection with the Master Agreement.

Section 5. This Confirmation may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, Guarantor [and Additional Guarantor] [has/have] signed and delivered this Confirmation of Guaranty under seal or has caused this Confirmation of Guaranty to be signed and delivered under seal by [its/their] duly authorized representative (which representative shall have no personal liability hereunder) as of the day and year first above written.

Dated as of , 20

GUARANTOR:

[INSERT GUARANTOR SIGNATURE BLOCKS]

[ADDITIONAL GUARANTOR:

INSERT ADDITIONAL GUARANTOR SIGNATURE BLOCK]

S-1

EXHIBIT F TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

COMPLIANCE CERTIFICATE

(Collateral Pool )

The undersigned (“Borrower”) hereby certifies to XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”), as follows:

Section 1. Master Agreement. Borrower is a party to that certain Amended and Restated Master Credit Facility Agreement, dated as of December 1, 2010, by and among Borrower, Lender and other borrowers signatory thereto (as amended, restated, supplemented or modified from time to time, the “Master Agreement”). This Certificate is issued pursuant to the terms of the Master Agreement.

Section 2. Borrower Agent. Pursuant to the provisions of Section 12.03 of the Master Agreement, Borrower has irrevocably designated Archstone as Borrower Agent under the Loan Documents.

Section 3. Satisfaction of Conditions. Borrower hereby represents, warrants and covenants to Lender that all conditions to the Request with respect to which this Certificate is issued have been satisfied.

Section 4. Capitalized Terms. All capitalized terms used but not defined in this Certificate shall have the meanings ascribed to such terms in the Master Agreement.

Section 5. Limits on Personal Liability. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Certificate by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein.

[Remainder of page intentionally left blank.]

F-1

IN WITNESS WHEREOF, Borrower has signed this Certificate under seal or has caused this Certificate to be signed and delivered under seal by its duly authorized representative (which representative shall have no personal liability hereunder).

Dated: ,

BORROWER:

[ADD EACH BORROWER FOR SUCH COLLATERAL POOL]

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EXHIBIT G-1 TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

ORGANIZATIONAL CERTIFICATE

(Collateral Pool )

(Borrower)

I, the undersigned, [insert Secretary or Officer not signing the Loan Documents] hereby certify as follows:

Section 1. Position. I am an Officer of , a (collectively, “Borrower”), and I am authorized to deliver this Certificate on behalf of Borrower.

Section 2. Master Agreement. Borrower entered into that certain Master Credit Facility Agreement, dated as of October 5, 2007, by and among (i) Borrower, (ii) (a) XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation, (b) BANK OF AMERICA, N.A., a national banking association, and (c) BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, their successors, transferees and assigns ((a), (b) and (c), individually and collectively, “Original Lender”), and (iii) other borrowers signatory thereto (the “Original Agreement”). All of Original Lender’s right, title and interest in the Original Agreement and the Loan Documents executed in connection with the Original Agreement or the transactions contemplated by the Original Agreement have been assigned to Lender pursuant to various Assignments of Master Credit Facility Agreement and Other Loan Documents, dated as of October 5, 2007, (collectively, the “Assignment”). The Original Agreement has been amended and restated in its entirety pursuant to that certain Amended and Restated Master Credit Facility Agreement, dated as of December 1, 2010, by and among (x) Borrower, (y) XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”), and (z) other borrowers signatory thereto (as amended, restated or otherwise modified from time to time, the “Master Agreement”). This Certificate is issued pursuant to the terms of the Master Agreement and the signatory hereto shall have no personal liability in connection with the execution and delivery of this Certificate.

Section 3. Due Authorization of Request. I hereby certify that no action by the members of Borrower is necessary to duly authorize the execution and delivery of, and the consummation of the transaction contemplated by the Request with respect to which this Certificate is delivered, or, if necessary, that attached as Exhibit A to this Certificate is a true copy of resolutions duly adopted at a meeting of the board of directors, partners or members, as the case may be, that authorize the action. Any such resolutions are in full force and effect and are unmodified as of the date of this Certificate.

Section 4. No Changes. Since the date of the most recent Organizational Certificate delivered to Lender, or, if there are none, since the date of the Master Agreement, there have been no changes in any of the Organizational Documents of Borrower, except as set forth in Exhibit B to this Certificate, and Borrower remains duly qualified in the jurisdictions in which it is required to be qualified under the terms of the Master Agreement.

G-1-1

Section 5. Incumbency Certificate. One or more of the persons authorized to execute and deliver any documents required to be delivered in connection with the Request are as follows:


Name		Office

Section 6. Capitalized Terms. All capitalized terms used but not defined in this Certificate shall have the meanings ascribed to such terms in the Master Agreement between the Borrowers owning Collateral Pool .

Section 7. Limits on Personal Liability. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Certificate by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein.

[Remainder of page intentionally left blank.]

G-1-2


Dated:


By:
Name:
Title:		[Secretary/Officer]

S-1

Exhibit A

Resolutions

Exhibit A-1

Exhibit B

Changes to Organizational Documents

None.

Exhibit B-1

EXHIBIT G-2 TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

ORGANIZATIONAL CERTIFICATE

(Collateral Pool )

(Guarantor)

I, the undersigned, [insert Secretary or Officer not signing the Loan Documents], hereby certify as follows:

Section 1. Position. I am an Officer of , a (individually and collectively [TO BE REVISED TO REFLECT STRUCTURE],“Guarantor”), and I am authorized to deliver this Certificate on behalf of Guarantor.

Section 2. Guaranty. Pursuant to that certain Master Credit Facility Agreement dated October 5, 2007 (the “Original Agreement”), Guarantor entered into that certain Guaranty, dated as of October 5, 2007, for the benefit of (a) XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation, (b) BANK OF AMERICA, N.A., a national banking association, and (c) BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, their successors, transferees and assigns (individually and collectively, “Original Lender”) (as amended, restated or otherwise modified from time to time, the “Guaranty”). All of Original Lender’s right, title and interest in the Original Agreement and the Loan Documents executed in connection with the Original Agreement or the transactions contemplated by the Original Agreement have been assigned to XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”), pursuant to various Assignments of Master Credit Facility Agreement and Other Loan Documents, dated as of October 5, 2007 (collectively, the “Assignment”). The Original Agreement has been amended and restated in its entirety pursuant to that certain Amended and Restated Master Credit Facility Agreement dated as of December 1, 2010 (the “Master Agreement”) by and among Collateral Pool 6 Borrower, Lender and other borrowers signatory thereto. This Certificate is issued pursuant to the terms of the Guaranty. The signatory hereto shall have no personal liability in connection with the execution and delivery of this Certificate.

Section 3. Due Authorization of Request. I hereby certify that no action by the members, board of directors, shareholders or partners, as the case may be, of Guarantor is necessary to duly authorize the execution and delivery of, and the consummation of the transaction contemplated by the Request with respect to which this Certificate is delivered, or, if necessary, that attached as Exhibit A to this Certificate is a true copy of resolutions duly adopted at a meeting of the board of directors, partners or members, as the case may be, that authorize the action. Any such resolutions are in full force and effect and are unmodified as of the date of this Certificate.

Section 4. No Changes. Since the date of the most recent Organizational Certificate delivered to Lender, or, if there are none, since the date of the Guaranty, there have been no changes in any of the Organizational Documents of Guarantor, except as set forth in Exhibit B to this Certificate, and Guarantor remains in existence and is duly qualified in the jurisdictions in which it is required to be qualified under the terms of the Guaranty.

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Section 5. Incumbency Certificate. One or more of the persons authorized to execute and deliver any documents required to be delivered by Guarantor in connection with the Request are as follows:


Name		Office

Section 6. Capitalized Terms. All capitalized terms used but not defined in this Certificate shall have the meanings ascribed to such terms in the Master Agreement.

[Remainder of page intentionally left blank.]

G-2-2


Dated:


By:
Name:
Title:		[Secretary/Officer]

S-1

Exhibit A

Resolutions

Exhibit A-1

Exhibit B

Changes to Organizational Documents

None.

Exhibit B-1

EXHIBIT G-3 TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

ORGANIZATIONAL CERTIFICATE

(Collateral Pool )

(IDOT Guarantor)

I, the undersigned, [insert Secretary or Officer not signing the Loan Documents] hereby certify as follows:

Section 1. Position. I am an Officer of , a (collectively, “IDOT Guarantor”), and I am authorized to deliver this Certificate on behalf of IDOT Guarantor.

Section 2. Master Agreement. IDOT Guarantor entered into that certain Master Credit Facility Agreement, dated as of October 5, 2007, by and among (i) Borrower, (ii) (a) XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation, (b) BANK OF AMERICA, N.A., a national banking association, and (c) BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, their successors, transferees and assigns ((a), (b) and (c), individually and collectively, “Original Lender”), and (iii) other borrowers signatory thereto (the “Original Agreement”). All of Original Lender’s right, title and interest in the Original Agreement and the Loan Documents executed in connection with the Original Agreement or the transactions contemplated by the Original Agreement have been assigned to Lender pursuant to various Assignments of Master Credit Facility Agreement and Other Loan Documents, dated as of October 5, 2007, (collectively, the “Assignment”). The Original Agreement has been amended and restated in its entirety pursuant to that certain Amended and Restated Master Credit Facility Agreement, dated as of December 1, 2010, by and among (x) Borrower, (y) XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”), and (z) other borrowers signatory thereto (as amended, restated or otherwise modified from time to time, the “Master Agreement”). This Certificate is issued pursuant to the terms of the Master Agreement and the signatory hereto shall have no personal liability in connection with the execution and delivery of this Certificate.

Section 3. Due Authorization of Request. I hereby certify that no action by the members of IDOT Guarantor is necessary to duly authorize the execution and delivery of, and the consummation of the transaction contemplated by the Request with respect to which this Certificate is delivered, or, if necessary, that attached as Exhibit A to this Certificate is a true copy of resolutions duly adopted at a meeting of the board of directors, partners or members, as the case may be, that authorize the action. Any such resolutions are in full force and effect and are unmodified as of the date of this Certificate.

Section 4. No Changes. Since the date of the most recent Organizational Certificate delivered to Lender, or, if there are none, since the date of the Master Agreement, there have been no changes in any of the Organizational Documents of IDOT Guarantor, except as set forth in Exhibit B to this Certificate, and IDOT Guarantor remains duly qualified in the jurisdictions in which it is required to be qualified under the terms of the Master Agreement.

G-3-1

Section 5. Incumbency Certificate. One or more of the persons authorized to execute and deliver any documents required to be delivered in connection with the Request are as follows:


Name		Office

Section 6. Capitalized Terms. All capitalized terms used but not defined in this Certificate shall have the meanings ascribed to such terms in the Master Agreement.

[Remainder of page intentionally left blank.]

G-3-2


Dated:


By:
Name:
Title:		[Secretary/Officer]

S-1

Exhibit A

Resolutions

Exhibit A-1

Exhibit B

Changes to Organizational Documents

None.

Exhibit B-1

EXHIBIT H TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

RATE FORM

(Collateral Pool )

[MAY BE FURTHER REVISED TO REFLECT RATE LOCK BY SERVICER]

Pursuant to [Section 2.01(b)][Section 2.01(c)] of that certain Amended and Restated Master Credit Facility Agreement dated as of December 1, 2010 (as amended from time to time, the “Master Agreement”) by and among XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”), and the undersigned (individually and collectively, “Borrower”). Borrower hereby requests that Lender issue to it an advance with the following terms:


Designation of Loan		¨ Fixed Loan

(Check One)		¨ Variable Loan

FOR SARM VARIABLE LOAN ONLY:


Proposed Adjustable Rate			%

Loan Amount	$

Term		months

Initial 1-Month Libor

Margin		bps

Proposed Initial Adjustable Rate

Variable Loan Fee	$

Breakage Fee Deposit	$

Closing Date no later than		,

Lender will provide Borrower with written confirmation when and if it has obtained a commitment for the purchase by Xxxxxx Mae for cash of a Loan having the characteristics described above. In the event that the lowest available note rate is greater than that specified above, Lender will not proceed without the prior written authorization of Borrower.

Borrower certifies that all conditions contained in Article 2 of the Master Agreement that are required to be satisfied specifically by the Borrower will be satisfied on or before the Closing Date.

H-1

Defined terms used herein shall have the same meaning as set forth in the Master Agreement.

The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Form by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein.

[Remainder of page intentionally left blank.]

H-2


Dated:

BORROWER:

[ADD EACH BORROWER FOR SUCH COLLATERAL POOL]

S-1

Pursuant to [Section 2.01(b)][Section 2.01(c)] of the Master Agreement, Lender hereby confirms that it has obtained a commitment for the purchase by Xxxxxx Xxx for cash in conformance with the terms noted above except for the following:


Dated:


LENDER:

XXXXXX MAE

By:
Name:
Title:

S-2

EXHIBIT I TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

Intentionally Deleted

I-1

EXHIBIT J TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

REQUEST

(Collateral Pool )

(Release/Substitution)

Xxxxx Fargo, N.A.

000 Xxxx Xxxxxx

Mail Code NY 4060

Xxx Xxxx, Xxx Xxxx 00000 [CONFIRM]

(“Servicer” on behalf of Xxxxxx Mae (“Lender”))

[Note: Subject to change in the event Servicer or its address changes]

Re:	REQUEST issued pursuant to Amended and Restated Master Credit Facility Agreement, dated as of December 1, 2010, by and between the undersigned (“Borrower”), Lender and others (as amended from time to time, the “Master Agreement”)

Ladies and Gentlemen:

This constitutes [a Release] [a Substitution] Request pursuant to the terms of the above-referenced Master Agreement with respect to Collateral Pool .

[SELECT APPROPRIATE SECTIONS]

Section 1. Substitution Request. Borrower hereby requests that the Multifamily Residential Property described in this Request be added to the Collateral Pool in connection with a substitution of Collateral in accordance with the terms of the Master Agreement. Following is the information required by the Master Agreement with respect to this Request:

(a) Property Description Package. Attached to this Request is the information and documents relating to the proposed Substitute Mortgaged Property required to be delivered to Lender pursuant to the terms of the Master Agreement;

(b) Due Diligence Fees. Enclosed with this Request is a check in payment of a deposit for all Additional Due Diligence Fees required to be submitted with this Request pursuant to Section 8.03 of the Master Agreement; and

(c) Accompanying Documents. All reports, certificates and documents required to be delivered pursuant to the conditions contained in Sections 4.01 and 4.05 of the Master Agreement will be delivered on or before the Closing Date.

J-1

Section 2. Fees. If Lender consents to the addition of the proposed Substitute Mortgaged Property to the Collateral Pool, and Borrower elects to add the Substitute Mortgaged Property to the Collateral Pool, Borrower shall pay the Substitution Fee [and Re-Underwriting Fee] to Lender, pursuant to the terms of the Master Agreement, as one of the conditions to the closing of the Substitute Mortgaged Property.

AND/OR

Section 1. Release Request. Borrower hereby requests that the Release Property described in this Request be released from the Collateral Pool in accordance with the terms of the Master Agreement. Following is the information required by the Master Agreement with respect to this Request:

(a) Description of Release Property. The name, address and location (county and state) of the Mortgaged Property, or other designation of the proposed Release Property is as follows:


Name:
Address:

Location:

(b) Accompanying Documents. All documents, instruments and certificates required to be delivered pursuant to the conditions contained in Sections 4.01 and 4.04 of the Master Agreement will be delivered on or before the Closing Date.

Section 2. Release Price. Borrower shall pay the Release Price, if applicable, as a condition to the closing of the release of the Release Property from the Collateral Pool.

Section 3. Fees. If Lender consents to the release of the proposed Release Mortgaged Property from the Collateral Pool, and Borrower elects to release the Release Mortgaged Property from the Collateral Pool, Borrower shall pay the Release Fee and Re-Underwriting Fee to Lender as one of the conditions to the closing of the Release Mortgaged Property.

Section 4. Limits on Personal Liability. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Request by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein.

[Remainder of page intentionally left blank.]

J-2

This Request is being executed by an authorized representative of Borrower and such authorized representative shall have no personal liability hereunder.

Sincerely,

[ADD EACH BORROWER FOR SUCH COLLATERAL POOL]

S-1

EXHIBIT K TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

CONFIRMATION OF OBLIGATIONS

(Collateral Pool )

THIS CONFIRMATION OF OBLIGATIONS (the “Confirmation of Obligations”) is made as of the day of , , by and among , a (individually and collectively, “Borrower”), for the benefit of XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Lender”).

RECITALS

A. Borrower, Lender and others are parties to that certain Amended and Restated Master Credit Facility Agreement, dated as of December 1, 2010 (as amended from time to time, the “Master Agreement”). All references to Loan Documents and Security Documents herein shall be with respect to Collateral Pool (the “Collateral Pool”) as further identified in the Master Agreement.

B. Lender has designated Xxxxx Fargo, N.A. as the servicer of the Loan contemplated by the Master Agreement.

C. Borrower has delivered to Lender a Release Request pursuant to the Master Agreement to release a Release Property from the Collateral Pool.

D. Lender has consented to the Release Request.

E. The parties are executing this Confirmation of Obligations pursuant to the Master Agreement to confirm that each remains liable for all of its obligations, except with respect to the Release Property, under the Master Agreement and the other Loan Documents notwithstanding the release of the Release Property from the Collateral Pool.

NOW, THEREFORE, Borrower, in consideration of Lender’s consent to the release of the Release Property from the Collateral Pool and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:

Section 1. Confirmation of Obligations. Borrower confirms that, except with respect to the Release Property, none of its respective obligations under the Master Agreement and the Loan Documents is affected by the release of the Release Property from the Collateral Pool, and each of its respective obligations under the Master Agreement and the Loan Documents shall remain in full force and effect, and it shall be fully liable for the observance of all such obligations, notwithstanding the release of the Release Property from the Collateral Pool.

Section 2. Beneficiaries. This Confirmation of Obligations is made for the express benefit of Lender.

K-1

Section 3. Capitalized Terms. All capitalized terms used in this Confirmation of Obligations which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.

Section 4. Counterparts. This Confirmation of Obligations may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

Section 5. Limits on Personal Liability. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Confirmation of Obligations by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein.

[Remainder of page intentionally left blank.]

K-2

IN WITNESS WHEREOF, the Borrower has signed this Confirmation under seal or has caused this Confirmation of Obligations to be signed and delivered under seal by its duly authorized representative (which representative shall have no personal liability hereunder).

BORROWER:

[ADD EACH BORROWER FOR SUCH COLLATERAL POOL]

S-1

EXHIBIT L TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

CERTIFICATE OF BORROWER

(Collateral Pool )

All Capitalized Terms used in this Certificate of Borrower have the meanings given to those terms in that certain Amended and Restated Master Credit Facility Agreement date as of [ ] (as amended from time to time, the “Master Agreement”) or elsewhere in this Certificate of Borrower unless the context or use clearly indicates a different meaning. All references to Loan Documents and Security Documents herein shall be with respect to Collateral Pool (the “Collateral Pool”) as further defined in the Master Agreement.

In addition to all other representations, warranties and covenants made by the Borrowers identified on Schedule 1 attached hereto (individually and collectively, “Borrower” or “Collateral Pool Borrower”) [AND IDOT GUARANTOR – IF APPLICABLE] in connection with:

(a) [the Master Agreement][the Extension of a Loan to the Collateral Pool Borrower pursuant to the Master Agreement]; and

(b) the securing of the Obligations of Borrower under the Master Agreement and the other Loan Documents by the Security Instruments and any other Security Documents (all references to Loan Documents and Security Documents herein shall be with respect to the Collateral Pool as further identified in the Master Agreement).

Borrower hereby represents, warrants and covenants to Lender, as of the [ day of , ], with respect to themselves, as follows:

Section 1. Review of Documents. Borrower has reviewed the Note, the Security Instruments, the Master Agreement, and each of the other Loan Documents and Security Documents.

Section 2. Purpose of Certificate. This Certificate is delivered to Lender in order to induce (a) Lender to [enter into the Master Agreement][consent to the Extension of the Loan to the Collateral Pool Borrower].

Section 3. Due Organization; Qualification.

(a) Each Borrower is qualified to transact business and is in good standing in the State in which each is organized and in each other jurisdiction in which such qualification and/or standing is necessary to the conduct of its business with respect to the Mortgaged Properties and where the failure to be so qualified would adversely affect the validity of, the enforceability of, or the ability of Borrower to perform the Obligations under the Master Agreement and the other Loan Documents. Borrower is qualified to transact business and is in good standing in each State in which it owns a Mortgaged Property.

L-1

(b) Borrower’s principal place of business, principal office and office where it keeps its books and records as to the Collateral is located at the address set out in Section 13.08 of the Master Agreement.

Section 4. Power and Authority. Each Borrower has the requisite power and authority (a) to own its properties and to carry on its business as now conducted and as contemplated to be conducted in connection with the performance of the Obligations under the Master Agreement and under the other Loan Documents to which it is a party and (b) to execute and deliver the Master Agreement and the other Loan Documents and to carry out the transactions contemplated by the Master Agreement and the other Loan Documents to which it is a party.

Section 5. Due Authorization. The execution, delivery and performance of the Master Agreement and the other Loan Documents to which it is a party by each Borrower have been duly authorized by all necessary action and proceedings by or on behalf of each Borrower, and no further approvals or filings of any kind, including any approval of or filing with any Governmental Authority, are required by or on behalf of each Borrower as a condition to the valid execution, delivery and performance by each Borrower of the Master Agreement or any of the other Loan Documents to which it is a party, except filings required to perfect and maintain the Liens to be granted under the Loan Documents and routine filings to maintain good standing and Permits.

Section 6. Valid and Binding Obligations. The Master Agreement and the other Loan Documents to which it is a party have been duly authorized, executed and delivered by each Borrower and constitute the legal, valid and binding obligations of each Borrower, enforceable against each Borrower in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally or by equitable principles or by the exercise of discretion by any court.

Section 7. Single-Purpose Status. Except as otherwise expressly approved by Lender in writing, each Borrower is a Single-Purpose entity and does not own any real property or assets other than the Mortgaged Properties and does not operate any business other than the management and operation of the Mortgaged Properties.

Section 8. No Default. The execution, delivery and performance of the Obligations imposed on any Borrower under the Loan Documents to which it is a party and the Security Documents will not cause such Borrower to be in default under the provisions of any fully-executed agreement, judgment beyond right of appeal or order beyond right of appeal to which such Borrower is a party or by which such Borrower is bound.

Section 9. Financial Statements. The Borrower has furnished to Lender all of the financial information required by and in accordance with the standards set forth in the Master Agreement.

Section 10. Financial Condition. No adverse change in the financial condition of any Borrower has occurred between the respective dates of the most recent financial statements which were furnished to Lender relating to such entities or persons and the date hereof which has had or would reasonably be expected to have a Material Adverse Effect.

L-2

Section 11. No Insolvency or Judgment. No Borrower is currently (a) the subject of or a party as debtor to any completed or pending bankruptcy, reorganization or insolvency proceeding; or (b) the subject of any judgment in an amount in excess of $250,000 individually and/or $500,000 in the aggregate which is unpaid, unstayed on appeal, undischarged, unbonded, not fully insured or undismissed for a period of ninety (90) days.

Section 12. Taxes Paid. Subject to Borrower’s right to contest as set forth in any of the Loan Documents, Borrower has filed all federal, state, county and municipal tax returns required to have been filed by Borrower, and has paid all taxes which have become due pursuant to such returns or to any notice of assessment received by Borrower, and Borrower has no knowledge of any basis for additional assessment with respect to such taxes, provided that Borrower, at its own expense, may contest by appropriate legal proceedings, conducted diligently and in good faith, the amount or validity of any taxes, if (1) Borrower notifies Lender of the commencement or expected commencement of such proceedings, (2) Borrower deposits with Lender reserves sufficient to pay the contested taxes, if requested by Lender, and (3) Borrower furnishes whatever additional security is required in the proceedings or is reasonably requested by Lender, which may include the delivery to Lender of the reserves established by Borrower to pay the contested taxes. To the best of Borrower’s knowledge, there are not presently pending any special assessments against any Mortgaged Property or any part thereof.

Section 13. Insolvency. No Borrower is presently insolvent, and the proposed Loan will not render any Borrower insolvent.

Section 14. Working Capital. After the Loan is made, each Borrower will have sufficient working capital to pay all of such Borrower’s outstanding debts as they come due and payable.

Section 15. ERISA. Each Borrower is in compliance in all material respects with all applicable provisions of ERISA and has not incurred any liability to the PBGC on a Plan under Title IV of ERISA, other than violations which do not have, and are not reasonably expected to have, a Material Adverse Effect. None of the assets of Borrower constitute plan assets (within the meaning of Department of Labor Regulation § 2510.3-101) of any employee benefit plan subject to Title I of ERISA.

Section 16. Governmental Approvals; Governmental Orders. No Governmental Approval not already obtained or made is required for the execution and delivery of the Master Agreement or any other Loan Document or the performance of the terms and provisions thereof by Borrower. Borrower is not presently under any cease or desist order or other orders of a similar nature, temporary or permanent, of any Governmental Authority which would have the effect of preventing or hindering performance of the terms and provisions of the Master Agreement or any other Loan Document, nor are there any proceedings presently in progress or to its knowledge contemplated which would, if successful, lead to the issuance of any such order.

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Section 17. Impositions. Subject to Borrower’s right to contest as set forth in any Loan Document, Borrower has paid all of the following items which have become due and payable regarding any Mortgaged Property (or is in good faith contesting same): taxes, government assessments; insurance premiums; water, sewer and municipal charges; leasehold payments; ground rents; all parties furnishing labor and materials and, except for such liens or claims insured against by the policy of title insurance to be issued in connection with the Master Agreement, there are no mechanics’, laborers’ or materialmen’s liens or claims outstanding for work, labor or materials affecting any Mortgaged Property, whether prior to, equal with or subordinate to the lien of any Security Instrument; and any other charges affecting any Mortgaged Property, except for liens securing unpaid taxes and statutory liens for amounts not yet due and payable for being contested in good faith.

Section 18. Compliance with Applicable Laws.

(a) Borrower acknowledges that certain Equal Rights Center v. Archstone litigation (Case No. 1:04-cv-03975, U.S. Dist. Ct., D. Md.) (the “Litigation”) identifies various properties (which properties may include the Mortgaged Properties), owned by Guarantor or other entities affiliated with Guarantor, as having potential construction/design violations under the Fair Housing Act (“FHA”) and the Americans with Disabilities Act (“ADA”). Borrower represents that, except as alleged in the Litigation, each Mortgaged Property complies in all material respects with all Applicable Laws affecting such Mortgaged Property (including the FHA and ADA) except to the extent that such failure to comply would not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, all material Permits, including certificates of occupancy, to the extent issued by the relevant jurisdiction, have been issued and are in full force and effect except to the extent that the lack of such permits would not reasonably be expected to have a Material Adverse Effect. Except for the Litigation, neither Borrower nor, to the knowledge of Borrower, any former owner of any Mortgaged Property, has received any written notification of any actions or proceedings regarding the noncompliance or nonconformity of any Mortgaged Property with any Applicable Laws or Permits, nor is Borrower otherwise aware of any such pending actions or proceedings. Borrower hereby agrees that it will abide by all terms, provisions, requirements and conditions resulting from a final adjudication, settlement, resolution or other disposition of the Litigation.

Section 19. Leases.

(a) Borrower has delivered to Lender a true and correct copy of the form apartment lease for each Mortgaged Property (and, with respect to leases executed prior to the date on which Borrower first owned the Mortgaged Property, the form apartment lease used for such leases), and each Lease with respect to such Mortgaged Property is in the form thereof, with no material modifications thereto, except as previously disclosed in writing to Lender. Except as set forth in a Rent Roll, no Lease (other than any Master Lease, if applicable) for any unit in any Mortgaged Property (i) is for a term in excess of fifteen (15) months, including any renewal or extension period unless such renewal or extension period is subject to termination by the Borrower upon not more than thirty (30) days’ written notice, (ii) provides for prepayment of more than two (2) months’ rent, or (iii) was entered into in other than the ordinary course of business.

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(b) Except for any assignment of leases and rents which is a Permitted Lien, Borrower is the owner and holder of the landlord’s interest under each of the Leases and there are no prior outstanding assignments of any such Lease, or any portion of the rents, additional rents, charges, issues or profits due and payable or to become due and payable thereunder.

(c) Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the knowledge of Borrower, of each of the other parties thereto, enforceable in accordance with its terms, subject only to bankruptcy, insolvency, reorganization or other similar laws relating to creditors’ rights generally, and equitable principles, and except as disclosed in writing to Lender, no notice of any default by Borrower which remains uncured beyond any applicable cure periods under the subject Lease has been sent by any tenant under any such Lease, other than defaults which do not have, and are not reasonably expected to have, a Material Adverse Effect on the Mortgaged Property subject to the Lease.

(d) All premises demised to tenants under Leases except for non-residential leases permitted by the Loan Documents or otherwise approved by Lender, in Lender’s sole discretion, are occupied by such tenants (or subtenants) for residential purposes. No Lease contains any option or right to purchase, right of first refusal or any other similar provisions.

(e) Except for the Mortgaged Property commonly known as Archstone Fremont Center located in California, no Mortgaged Property is entitled to low-income housing tax credits.

(f) No Mortgaged Property is subject to a HAP Contract, provided that certain tenants may be entitled to “Section 8 sticky vouchers” or participate in the Landlord Assistance Program.

Section 20. Non-Residential Leases.

(a) Except for non-residential leases permitted by the Loan Documents or otherwise approved by Lender, in Lender’s sole discretion, not more than twenty percent (20%) of the net rentable space of any Mortgaged Property is being used for non-residential purposes and copies of all commercial leases, if any, have been delivered to Lender. As of the date hereof, the effective gross commercial income from the Mortgaged Property does not exceed twenty percent (20%) of the total effective gross income from the Mortgaged Property (i.e., total commercial income from the Mortgaged Property plus residential income from the Mortgaged Property) and the total effective gross income from the Mortgaged Property does not exceed one hundred twenty-five percent (125%) of the sum of effective gross residential income.

(b) Neither Borrower, nor any general partner of Borrower, nor any Guarantor, nor any individual having a ten percent (10%) or greater interest in Borrower is an affiliate or otherwise related to (i) the lessee under any leases for laundry equipment or (ii) the lessee or provider of any telecommunications, television or similar systems or services on or about any Mortgaged Property.

(c) Borrower further certifies that any future leases of laundry space at any Property (or any renewals of the current lease) shall either include language, reasonably acceptable to Lender, subordinating the interest of the lessee thereunder to the lien of the Security Instrument or shall be at or above market rent and contain provisions for termination for cause.

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Section 21. Condition of the Mortgaged Properties. Except as disclosed in any third party report delivered to Lender prior to the date on which any Mortgaged Property is added to the Collateral Pool, or otherwise disclosed in writing by Borrower to Lender prior to such date, each Mortgaged Property is in good condition, order and repair, subject to ordinary wear and tear, there exist no structural or other material defects in such Mortgaged Property (whether patent or, to the knowledge of Borrower, latent or otherwise) and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in such Mortgaged Property, or any part of it, which would adversely affect the insurability of such Mortgaged Property or cause the imposition of extraordinary premiums or charges for insurance or of any termination or threatened termination of any policy of insurance or bond, other than such matters described in the foregoing that would not have, or reasonably be expected to have, a Material Adverse Effect on the Mortgaged Properties then in the Collateral Pool taken as a whole. To the Borrower’s knowledge, no claims have been made against any contractor, architect or other party with respect to the condition of any Mortgaged Property or the existence of any structural or other material defect therein which has not been satisfied, other than claims which would not have, or reasonably be expected to have, a Material Adverse Effect on the Mortgaged Properties then in the Collateral Pool, taken as a whole. No Mortgaged Property has been materially damaged by casualty which has not been fully repaired or for which insurance proceeds have not been received or are not expected to be received except as previously disclosed in writing to Lender. There are no proceedings pending for partial or total condemnation of any Mortgaged Property except as disclosed in writing to Lender.

Section 22. Operations and Maintenance Plan. Borrower agrees that it has adopted any operations and maintenance plan for asbestos, lead-based paint, mold or other environmental concern that Lender has required in writing.

Section 23. Representations and Warranties True. In the event that any representation or warranty contained herein becomes untrue, in whole or in part, after the date hereof, Borrower promptly will so advise Lender in writing.

Section 24. Ratification. Borrower covenants that it shall, promptly upon the request of Lender ratify and affirm this Certificate of Borrower in writing, as of such date or dates as such Person shall specify.

Section 25. Survival. The representations, warranties and covenants set forth in this Certificate of Borrower shall survive the execution and delivery of the Loan Documents, regardless of any investigation made by Lender.

Section 26. OFAC Requirements.

(a) Representations and Warranties. Borrower, any general partner of Borrower or any managing member of Borrower, as applicable, Mortgaged Property manager (if applicable) and, to Borrower’s knowledge, after having made reasonable inquiry, (a) each Person owning a direct or indirect interest of twenty percent (20%) or more in Borrower, any general

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partner of Borrower or any managing member of Borrower, the Mortgaged Property manager (if the Mortgaged Property manager is an affiliate of Borrower), and (b) each commercial tenant at the Mortgaged Property: (i) is not currently identified on OFAC List, and (ii) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. Borrower shall confirm this representation and warranty in writing upon request by Lender, which request shall not be made more than once per year.

(b) Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. Each Borrower shall comply with all Requirements of Law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting the foregoing, no Borrower shall take any action, or permit any action to be taken, that would cause any Borrower’s representations and warranties, as set forth in subsection (a) above, to become untrue or inaccurate at any time during the term of the Loan. Each Borrower shall notify Lender promptly of Borrower’s actual knowledge that such representations and warranties may no longer be accurate or that any other violation of the foregoing Requirements of Law has occurred or is being investigated by Governmental Authorities. In connection with such an event, each Borrower shall comply with all Requirements of Law and directives of Governmental Authorities and, at Lender’s request, provide to Lender copies of all notices, reports and other communications exchanged with, or received from, Governmental Authorities relating to such event. Each Borrower shall also reimburse Lender for any expense incurred by Lender in evaluating the effect of such an event on the Loan and Lender’s interest in the collateral for the Loan, in obtaining any necessary license from Governmental Authorities as may be necessary for Lender to enforce its rights under the Loan Documents, and in complying with all Requirements of Law applicable to Lender as the result of the existence of such an event and for any penalties or fines imposed upon Lender as a result thereof.

(1) “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to such government.

(2) “OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any Requirements of Law, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States. The OFAC List is currently accessible through the internet website xxx.xxxxx.xxx/xxxx/x00xxx.xxx.

(3) “Person” means an individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

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(4) “Requirements of Law” means (a) the organizational documents of an entity, and (b) any law, regulation, ordinance, code, decree, treaty, ruling or determination of an arbitrator, court or other Governmental Authority, or any Executive Order issued by the President of the United States, in each case applicable to or binding upon such Person or to which such Person, any of its property or the conduct of its business is subject including, without limitation, laws, ordinances and regulations pertaining to the zoning, occupancy and subdivision of real property.

Section 27. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Certificate by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein.

[Remainder of page intentionally left blank.]

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BORROWER:

[ADD EACH BORROWER FOR SUCH COLLATERAL POOL]

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SCHEDULE I

BORROWERS

[INSERT]

SCHEDULE I – Page 1

EXHIBIT M TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

LIST OF MASTER LEASES


Property Name		Property Address
Oakwood Bellevue		000 000xx Xxxxxx XX, Xxxxxxxx, XX
Oakwood Boston		000 Xxxxx Xxxxxx, Xxxxxx, XX
Oakwood Arlington		0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX
Gateway Place		000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, XX
Oakwood Toluca Hills		0000-0000 Xxxxxx Xxxxxxxxx, Xxx Xxxxxxx, XX
Oakwood Marina Del Rey		411 Via Marina, Marina Del Ray, CA
Oakwood Long Beach Marina		000 Xxxxx Xxxxxx, Xxxx Xxxxx, XX
Oakwood Chicago		00 Xxxx Xxxxx, Xxxxxxx, XX
Oakwood Woodland Hills		00000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, XX
Oakwood Mountain View		000 X. Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX
Oakwood San Xxxx South		000 X. Xxxxxxxx Xxxxxx, Xxx Xxxx, XX
Oakwood Philadelphia		000-000 Xxxxx 00xx Xxxxxx, Xxxxxxxxxxxx, XX

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EXHIBIT N TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

[INTENTIONALLY DELETED]

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EXHIBIT O TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

INTEREST RATE HEDGE SECURITY, PLEDGE AND ASSIGNMENT AGREEMENT

(Collateral Pool ) [FOR CONVERTED POOLS OTHER THAN 8 or 9]

THIS INTEREST RATE HEDGE SECURITY, PLEDGE AND ASSIGNMENT AGREEMENT (this “Agreement”), dated as of , 20 , is by and between , a (“Grantor”), and XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. (“Lender”).

RECITALS:

A. The Borrowers identified on Schedule I attached hereto (individually and collectively, “Borrower”), Lender and others are party to that certain Amended and Restated Master Credit Facility Agreement dated as of December 1, 2010 (such agreement, as the same may be amended, supplemented or otherwise modified or amended and restated, from time to time, the “Master Agreement”), pursuant to which Borrower has obtained that certain Variable Loan to Collateral Pool Borrower in accordance with and subject to the terms of the Master Agreement. As set forth in Section 1.2 of this Agreement, all capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Master Agreement. All references to Loan Documents and Security Documents herein shall be with respect to Collateral Pool (the “Collateral Pool”) as further identified in the Master Agreement.

B. The Variable Loan (the “Variable Loan”) made pursuant to the Master Agreement is evidenced by that certain Variable Loan Note made by Borrower dated as of [ ] (the “Note”). The Note is secured by, among other things, the Hedge Documents (defined below) and various Multifamily Mortgages, Deeds of Trust, and/or Deeds to Secure Debt, Assignment of Rents and Security Agreements from Borrower to Lender (collectively, the “Security Instrument”), granting a lien on each property identified as a Mortgaged Property in the Collateral Pool in the Master Agreement (collectively, the “Property”).

C. As required by the Lender, Grantor has agreed to acquire, maintain and pledge to Lender hereunder one or more interest rate caps (individually and collectively, an “Interest Rate Cap”) or interest rate swaps (individually and collectively, an “Interest Rate Swap”; individually or together with an Interest Rate Cap, an “Interest Rate Hedge”) pursuant to certain documents attached as Exhibit A to this Agreement (the “Hedge Documents”), in order to provide additional support and collateral for Borrower’s obligations to Lender under the Master Agreement.

D. Grantor derives substantial benefit from the Variable Loan to Borrower.

E. As security for Borrower’s obligations under the Master Agreement and the Note, Grantor and Lender are entering into this Agreement.

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NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor and Lender, Grantor and Lender agree as follows:

ARTICLE 1

DEFINITIONS; RULES OF CONSTRUCTION

Section 1.1. Incorporation of Recitals. The recitals set forth in this Agreement are, by this reference, incorporated into and deemed a part of this Agreement.

Section 1.2. Capitalized Terms; Definitions. All capitalized terms used in this Agreement shall have the meanings given to those terms in this Agreement. Capitalized terms used in this Agreement and not defined in this Agreement, but defined in the Master Agreement, shall have the meanings given to those terms in the Master Agreement. Unless otherwise defined in this Agreement, terms used in this Agreement that are defined in the Uniform Commercial Code as adopted in the State of Delaware (“UCC”) shall have the meaning given those terms in the UCC.

Section 1.3. Interpretation. Words importing any gender include all genders. The singular form of any word used in this Agreement shall include the plural, and vice versa, unless the context otherwise requires. Words importing persons include natural persons, firms, associations, partnerships and corporations. The parties hereto acknowledge that each party and their respective counsel have participated in the drafting and revision of this Agreement. Accordingly, the parties agree that any rule of construction which disfavors the drafting party shall not apply in the interpretation of this Agreement or any statement or supplement or exhibit hereto.

Section 1.4. Reference Materials. Sections mentioned by number only are the respective sections of this Agreement so numbered. Reference to “this section” or “this subsection” shall refer to the particular section or subsection in which such reference appears. Any captions, titles or headings preceding the text of any section and any table of contents or index attached to this Agreement are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect.

ARTICLE 2

TERMS OF INTEREST RATE HEDGE

Section 2.1. General Terms. To protect against fluctuations in interest rates during the term of the Note, Grantor shall make arrangements for an Interest Rate Hedge to be in place and maintained at all times with respect to the Variable Loan in accordance with the following terms and conditions:

(a) Term. Except as hereinafter permitted, the initial Interest Rate Hedge purchased by Grantor with respect to the Loan (the “Initial Interest Rate Hedge”) shall be in effect for a period beginning on or prior to the Closing Date of such Variable Loan and terminating not earlier than the first to occur of (i) the last day of the [twelfth (12th)] [twenty-fourth (24th)] [CONFORM TO EXTENSION TERM] full calendar month thereafter and (ii) the Pool Termination Date. A subsequent Interest Rate Hedge (the “Subsequent Interest Rate

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Hedge”) shall be required if the Initial Interest Rate Hedge expires or terminates prior to the Pool Termination Date. Each Subsequent Interest Rate Hedge must be in effect for a period beginning on or prior to the day of the expiration of the prior Interest Rate Hedge, and ending not earlier than the first to occur of (i) the last day of the twelfth (12th) full calendar month thereafter, and (ii) the Pool Termination Date as such date may be extended pursuant to Section 1.05 or Section 1.06 of the Master Agreement, as applicable. It is the intention of the parties, and a condition of the Variable Loan, that the Grantor or Borrower shall obtain, and shall maintain at all times during the term of this Agreement so long as any Variable Loan is Outstanding, one or more Interest Rate Xxxxxx in an aggregate notional principal amount equal to the Variable Loan Outstanding in effect from time to time and until the Pool Termination Date and meeting the conditions set forth in this Agreement.

(b) Notional Amount. The notional amount of the Initial Interest Rate Hedge shall be equal to the original principal balance of the Variable Loan for the entire term of the Initial Interest Rate Hedge. The notional amount of any Subsequent Interest Rate Hedge shall be equal to the outstanding principal balance of the Variable Loan at the time that any Subsequent Interest Rate Hedge is to become effective. If the outstanding principal balance of the Variable Loan decreases, Grantor may amend the Interest Rate Hedge to provide for a decrease in the notional amount to an amount equal to the reduced amount of the Variable Loan, provided that Lender gives its prior written approval to the documents reflecting the amendment (which approval shall not be unreasonably withheld, delayed or conditioned).

(c) Strike Rate. Each Initial Interest Rate Hedge that is an Interest Rate Cap shall have a strike rate (the “Strike Rate”) and each Initial Interest Rate Hedge that is an Interest Rate Swap shall have a fixed rate (the “Fixed Rate”) not greater than the highest interest rate that would result in an Aggregate Debt Service Coverage Ratio of not less than 1.0 to 1.0 (assuming amortization) as determined by Lender pursuant to the Master Agreement. If the Subsequent Interest Rate Hedge is an Interest Rate Swap, it shall have a Fixed Rate of not greater than the highest interest rate that would result in an Aggregate Debt Service Coverage Ratio of not less than .95 to 1.0 (assuming amortization). If the Subsequent Interest Rate Hedge is an Interest Rate Cap, it shall have a Strike Rate of not greater than the lowest rate that would result in an Aggregate Debt Service Coverage Ratio of not less than 1.0 to 1.0 (assuming amortization).

(d) Interest Rate Hedge Documents and Counterparty. All Interest Rate Xxxxxx shall be evidenced, governed and secured on terms and conditions, and pursuant to hedge agreements and related documentation in form and content reasonably acceptable to Lender. The seller of the Interest Rate Hedge (seller and its transferees and assigns, the “Counterparty”) shall at all times be a financial institution acceptable to Lender as a hedge counterparty.

Section 2.2. Payments Made under Interest Rate Hedge. The Hedge Documents shall require the Counterparty to make all payments due to Grantor under the Interest Rate Hedge directly to Lender for so long as the Interest Rate hedge is subject to the pledge established hereunder. Such payments will be paid over to Grantor only if (i) there is no Event of Default (as hereinafter defined), and (ii) Lender has received payment in full for all amounts due under the Note and other Loan Documents.

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Section 2.3. Termination of Interest Rate Hedge; Exercise of Rights. For so long as an Interest Rate Hedge is pledged as collateral pursuant to the terms of this Agreement, Grantor shall not terminate, transfer or consent to any transfer of any existing Interest Rate Hedge without Lender’s prior written consent; provided, however, that if, and at such time as, the Variable Loan due and owing by Borrower under the Master Agreement and all other Loan Documents is paid in full, Grantor shall have the right to terminate the existing Interest Rate Hedge with respect to such Variable Loan in accordance with this Agreement. If an Interest Rate Hedge terminates on a date other than its scheduled expiration date, the Borrower shall, within ten (10) days of such termination, obtain a new Interest Rate Hedge satisfying the requirements of this Agreement. For so long as an Interest Rate Hedge is pledged as collateral pursuant to the terms of this Agreement, Borrower shall not exercise any right or remedy under any Interest Rate Hedge Documents without Lender’s prior written consent and shall exercise its rights and remedies under the Hedge Documents as directed by Lender in writing. Rights and remedies under the Hedge Documents include, but are not limited to, any right to designate an “Early Termination Date” or otherwise terminate the Interest Rate Hedge due to the occurrence of a “Termination Event,” an “Additional Termination Event” or an “Event of Default.” All terms appearing in this Section in quotation marks are used as defined in the Hedge Documents.

ARTICLE 3

[INTENTIONALLY OMITTED]

ARTICLE 4

SECURITY INTEREST IN COLLATERAL; FURTHER ASSURANCES

Section 4.1. Security Interest in Collateral. As security for the due, punctual, full and exact payment, performance or observance by Borrower of: (i) all Borrower’s obligations under the Master Agreement, the Note and the other Loan Documents (the “Obligations”), whether at stated maturity, by acceleration or otherwise, whether now outstanding or hereafter arising, and (ii) all other obligations which may be owing to Lender from time to time under the Variable Loan Documents, Grantor hereby assigns, pledges, grants, hypothecates, sets over and delivers to Lender, its successors and assigns, a lien and continuing security interest to Lender in and to all of Grantor’s right, title and interest in and to the following property whether now owned or hereafter acquired (all of which is collectively, the “Collateral”):

(i) the Interest Rate Hedge and the related Hedge Documents;

(ii) any and all moneys (collectively, “Payments”) payable to Grantor, from time to time, pursuant to the Hedge Documents by the Counterparty held in the course of payment or collection by Lender or otherwise;

(iii) all rights, liens and security interests or guarantees now existing or hereafter granted by the Counterparty or any other person to secure or guaranty payment of the Payments due pursuant to any of the Hedge Documents;

(iv) all rights of Grantor under any of the foregoing, including all rights of Grantor to the Payments, contract rights and general intangibles now existing or hereafter arising with respect to any or all of the foregoing;

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(v) all documents, writings, books, files, records and other documents arising from or relating to any of the foregoing, whether now existing or hereafter arising;

(vi) all extensions, renewals and replacements of the foregoing;

(vii) all cash and non-cash proceeds and products of any of the foregoing, including, without limitation, interest, dividends, cash, instruments, proceeds of any insurance, and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the foregoing;

(viii) all rights of Grantor under any of the foregoing, including all rights of Grantor to the Payments, contract rights and general intangibles now existing or hereafter arising with respect to any or all of the foregoing; and

(ix) all right, title and interest in all payments received (but not the obligations for any payments due) under the Hedge Documents.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns, forever, subject, however, to the terms, covenants and conditions herein set forth. Grantor hereby authorizes Lender to file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest in the Collateral and Grantor agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Grantor shall pay all filing costs and all costs and expenses of any record searches for financing statements that Lender may require.

Section 4.2. Further Assurances. At any time and from time to time, at the expense of Grantor, Grantor shall promptly give, execute, deliver, file and record any notice, statement, instrument, document, agreement or other paper and do such other acts and things that may be necessary, or that Lender may request, in order to perfect, continue and protect any security interest granted or purported to be granted by this Agreement or to enable Lender to exercise and enforce its rights and remedies under this Agreement.

Section 4.3. Competing Security Arrangements. Grantor shall not execute, file, permit to be filed or suffer to remain on file in any jurisdiction any security agreement, financing statement or like agreement or instrument with respect to the Collateral, or any part of the Collateral, naming anyone other than Lender as the secured party. Grantor shall not sell, exchange or transfer or otherwise dispose of any of the Collateral, or any interest in the Collateral, other than any security interest or other lien in favor of Lender.

Section 4.4. No Change. Grantor shall provide Lender thirty (30) days written notice after any change in principal place of business or chief executive office. Grantor shall not voluntarily or involuntarily change its name or identity, without at least thirty (30) days prior written notice to Lender.

Section 4.5. Defense of Collateral. Grantor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest in the Collateral.

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ARTICLE 5

DELIVERY OF HEDGE DOCUMENTS

Section 5.1. Acquisition of Interest Rate Hedge; Delivery of Hedge Documents. Grantor has, on or before the date of this Agreement, executed and delivered the Hedge Documents to the Counterparty and has delivered to Lender fully executed copies of such Hedge Documents. True, complete and correct copies of the Hedge Documents and all amendments thereto, fully executed by all parties, are attached as Exhibit A hereto. Grantor hereby represents and warrants to Lender that there is no additional security for or any other arrangements or agreements relating to the Hedge Documents and that the Counterparty has consented to Grantor’s pledge of its rights and interests in the Hedge Documents to Lender as security for the Loan.

Section 5.2. Obligations Remain Absolute. Nothing contained herein shall relieve Borrower of its primary obligation to pay all amounts due in respect of its obligations under the Master Agreement, the Note or the applicable Loan Documents.

Section 5.3. Subsequent Interest Rate Xxxxxx. Grantor agrees to execute and deliver to Lender a Supplemental Interest Rate Hedge Security, Pledge and Assignment Agreement in the form attached as Exhibit B hereto with respect to each Subsequent Interest Rate Hedge (a “Supplemental Agreement”) to be pledged to Lender. Grantor shall, no less than five (5) days before the date any Subsequent Interest Rate Hedge is to be pledged by Grantor to Lender, execute and deliver the Hedge Documents representing such Subsequent Interest Rate Hedge to the Counterparty and deliver to Lender fully executed originals of such Hedge Documents to be held under this Agreement as part of the Collateral.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Section 6.1. Representations and Warranties of Grantor. Grantor represents and warrants to Lender on the Closing Date that:

(a) It has all requisite power and authority to enter into this Agreement and to carry out its obligations under this Agreement; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Grantor; this Agreement has been duly executed and delivered by it and is the valid and binding obligation of Grantor, enforceable against it in accordance with its terms;.

(b) With respect to an Interest Rate Cap, if applicable, Grantor has paid to the Counterparty the entire cost of the initial Interest Rate Cap.

(c) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required or will be required (i) for the pledge by Grantor of the Collateral pursuant to this Agreement or any Supplemental Agreement or for the execution, delivery or performance of this Agreement or any Supplemental Agreement by Grantor (other than the consent of the Counterparty under the Interest Rate Hedge where such consent has been obtained, (ii) for the

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perfection or maintenance of the security interest created hereby or by any Supplemental Agreement (including the first priority nature of such security interest) other than the filing of any financing statement as may be required by the UCC, or (iii) for the execution, delivery or performance of this Agreement by Grantor; there are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(d) Neither the execution nor delivery of this Agreement or any Supplemental Agreement nor the performance by Grantor of its obligations under this Agreement or any Supplemental Agreement, nor the consummation of the transactions contemplated by this Agreement or any Supplemental Agreement, will (i) conflict with any provision of the organizational documents of Grantor; (ii) conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract, agreement, promissory note, lease, indenture, instrument or license to which Grantor is a party or by which Grantor’s assets or properties may be bound or affected; (iii) violate or conflict with any federal, state or local law, statute, ordinance, rule, regulation, order, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against Grantor; (iv) result in or require the creation or imposition of any lien, security interest, option or other charge or encumbrance (“Liens”) upon or with respect to the Collateral, other than Liens in favor of Lender; (v) violate any legally protected right of any Person or give to any Person a right or claim against Grantor; or (vi) require the consent, approval, order or authorization of, or the registration, declaration or filing (except to the extent that the filing of financing statements may be applicable) with, any federal, state or local government entity.

(e) Grantor is and shall be the sole legal and beneficial owner of, and has and will have good and marketable title to (and has full right and authority to pledge and assign), the Collateral, free and clear of all Liens (other than in favor of Lender), all fiduciary obligations of any kind and any adverse claim of title thereto and the Collateral is not subject to any offset, right of redemption, defense or counterclaim of a third party. There is no additional security for or any other arrangements or agreements relating to the Hedge Documents, except as may have been disclosed to Lender in writing.

(f) The security interest of Lender in the Collateral is, or when it attaches shall be, a first, prior and perfected security interest. No financing statement covering the Collateral, or any part of the Collateral (other than any financing statement naming only Lender as the secured party), is outstanding or is on file in any public office.

(g) Grantor’s exact legal name is set forth in the first paragraph of this Agreement, or in the case of a Supplemental Agreement, is as set forth therein.

(h) Grantor has not commenced (within the meaning of Title 11, U.S. Code, and any similar state law for the relief of debtors, a “Bankruptcy Law”) a voluntary case, consented to the entry of an order for relief against it in an involuntary case, or consented to the appointment of a receiver or custodian of it or for any part of its property, nor has a court of competent jurisdiction entered an order or decree under any Bankruptcy Law that is for relief against it in an involuntary case or appointed a receiver or custodian for Grantor or any part of its property.

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(i) Grantor is an “eligible contract participant” within the meaning of the Commodities Futures Modernization Act of 2000.

Section 6.2. Maintenance, Administration of Interest Rate Hedge. Grantor agrees to comply with the provisions of the Master Agreement and this Agreement related to obtaining and maintaining at all applicable times an Interest Rate Hedge which satisfies the requirements of this Agreement and the Master Agreement.

ARTICLE 7

EVENTS OF DEFAULT; RIGHTS AND REMEDIES

Section 7.1. Event of Default. The occurrence of any one or more of the following events shall constitute an Event of Default under this Agreement:

(a) the failure by Grantor to observe and perform any duty, obligation or covenant required to be observed or performed by this Agreement or any Supplemental Agreement;

(b) any representation or warranty on the part of Grantor contained in this Agreement or repeated and reaffirmed in this Agreement or any Supplemental Agreement proves to be false, misleading or incorrect when made or deemed made; and

(c) the occurrence and continuance of an Event of Default under the Master Agreement, the Note, the Security Instrument or any other Loan Document.

Section 7.2. Remedies on Default. If any Event of Default under this Agreement has occurred and is continuing:

(a) At the direction of Lender, Grantor shall deliver all Collateral to Lender or its designee;

(b) Lender may, without further notice, exercise all rights, privileges or options pertaining to the Collateral as if Lender were the absolute owner of such Collateral, upon such terms and conditions as Lender may determine, all without liability except to account for property actually received by Lender, and Lender shall have no duty to exercise any of those rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing; and

(c) Lender may, subject to the terms of the applicable Hedge Documents, exercise in respect of the Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all of the rights and remedies of a secured party under the UCC and also may, without notice except as specified below, sell the Collateral at public or private sale, at any of the offices of Lender or elsewhere, for cash, on credit or for future delivery, and upon such other terms as may be commercially reasonable. Grantor agrees that, to the extent notice of sale shall be required by applicable law, at least ten (10) days prior notice to

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Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. In case of any sale by Lender of any of the Collateral, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses of every kind (including, without limitation, the reasonable attorneys’ fees and legal expenses incurred by Lender), Lender shall apply the residue of the proceeds of any sale or sales in such manner as Lender may deem advisable.

The foregoing rights and remedies (i) shall be cumulative and concurrent, (ii) may be pursued separately, successively or concurrently against Grantor and any other party obligated under the Obligations, or against the Collateral, or any other security for the Obligations, at the sole discretion of Lender, (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall not in any event be construed as a waiver or release thereof or of any other right, remedy or recourse, and (iv) are intended to be and shall be non-exclusive. Nothing in this Agreement shall require or be construed to require Lender to accept tender of performance of any of Grantor’s obligations under this Agreement after the expiration of any time period set forth in this Agreement for the performance of such obligations and the expiration of any applicable cure periods, if any.

Section 7.3. Application of Proceeds. Lender shall apply the Collateral or the cash proceeds actually received from any sale or other disposition of the Collateral in its sole and absolute discretion as follows:

(a) to reimburse Lender for any amounts due to it pursuant to Section 8.1 of this Agreement including the expenses of preparing for sale, selling and the like and to reasonable attorneys’ fees and legal expenses incurred by Lender in connection therewith;

(b) to the repayment of all amounts then due and unpaid on the Obligations in such order of priority as Lender may determine; and

(c) to purchase any required Subsequent Interest Rate Cap that meets the requirements of this Agreement or any of the other Loan Documents.

If the proceeds of sale, collection or other realization of or upon the Collateral are insufficient to cover the costs and expenses of such realization and the payment in full of the Obligations, Borrower shall remain liable for the deficiency, except to the extent that Borrower’s liability for payment and performance of the Obligations is limited by the terms of the Note and Master Agreement.

Section 7.4. No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement is breached by Grantor and thereafter waived by Lender in writing, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach under this Agreement.

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Section 7.5. Lender Appointed Attorney-in-Fact. Grantor hereby appoints Lender, through any duly authorized officer of Lender, as Grantor’s attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor or otherwise, from time to time in Lender’s discretion during the continuance of an Event of Default, to take any action and to execute any instrument which Lender may deem necessary or advisable to exercise the rights and remedies granted in this Agreement, including, to receive, endorse and collect all instruments made payable to Grantor representing any interest payment, dividend, or other distribution in respect of the Collateral or any part of the Collateral and to give full discharge for the same. Grantor agrees that the power of attorney established pursuant to this Section 7.5 shall be deemed coupled with an interest and shall be irrevocable.

Section 7.6. Nature of Lender’s Rights. The right of Lender to the Collateral held for its benefit under this Agreement shall not be subject to any right of redemption Grantor might otherwise have and shall not be suspended, discontinued or reduced or terminated for any cause, including, without limiting the generality of the foregoing, any event constituting force majeure or any acts or circumstances that may constitute commercial frustration of purpose.

ARTICLE 8

MISCELLANEOUS PROVISIONS

Section 8.1. Fees, Costs and Expenses; Indemnification. Grantor agrees to reimburse Lender, on demand, for all reasonable out-of-pocket costs and expenses incurred by Lender in connection with the administration and enforcement of this Agreement or any Supplemental Agreement and agrees to indemnify and hold harmless Lender from and against any and all losses, costs, claims, damages, penalties, causes of action, suits, judgments, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender under this Agreement or any Supplemental Agreement or in connection with this Agreement or any Supplemental Agreement, unless such liability shall be due to willful misconduct or gross negligence on the part of Lender or its agents or employees. If Grantor fails to do any act or thing which it has covenanted to do under this Agreement or any Supplemental Agreement or any representation or warranty on the part of Grantor contained in this Agreement or any Supplemental Agreement or repeated and reaffirmed in this Agreement or any Supplemental Agreement is breached, Lender may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by Lender shall be repayable to it by Grantor upon Lender’s demand. The obligations of Grantor under this Section shall survive the termination of this Agreement or any Supplemental Agreement and the discharge of the other obligations of Grantor under this Agreement or any Supplemental Agreement.

Section 8.2. Termination. This Agreement and each Supplemental Agreement and the assignments, pledges and security interests created or granted by this Agreement and each Supplemental Agreement shall create a continuing security interest in the Collateral and shall automatically terminate without any further action upon payment in full of all amounts due under the Note and all Loan Documents. Upon termination of this Agreement, if requested by Grantor,

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Lender shall execute and deliver to Grantor for recording or filing in each office in which any assignment or financing statement relative to the Collateral or the agreements relating thereto or any part of the Collateral, shall have been filed or recorded, a termination statement or release under applicable law (including, if relevant, any financing statement), releasing Lender’s interest in the Collateral and such other documents and instruments as Grantor may reasonably request, all without recourse to or any warranty whatsoever by Lender and at the cost and expense of Grantor. Upon termination of this Agreement, the Grantor and Counterparty are hereby authorized to amend, modify or restate the Hedge Documents as necessary to delete all references to Lender and to evidence the termination of any rights or interests granted to Lender therein.

Section 8.3. No Deemed Waiver. No failure on the part of Lender or any of its agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Lender or any of its agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 8.4. Entire Agreement. This Agreement, the Master Agreement, and all Supplemental Agreements created from time to time constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. This Agreement may not be amended, changed, waived or modified except by a writing executed by each party hereto.

Section 8.5. Successors and Assigns. This Agreement shall inure to the benefit of, and be enforceable by, Grantor, Lender and their respective successors and permitted assigns, and nothing herein expressed or implied shall be construed to give any other person any legal or equitable rights under this Agreement. Grantor shall not assign any of the rights, interests or obligations under this Agreement without the prior written consent of Lender.

Section 8.6. Amendment. This Agreement may be amended, changed, waived or modified only by an instrument in writing executed by the duly authorized representatives of the parties.

Section 8.7. Notices. All notices under this Agreement shall be given in writing to the other party at the address, and in the manner, provided in Section 13.08 of the Master Agreement.

Section 8.8. Liability of Grantor. Notwithstanding anything to the contrary contained in this Agreement, the personal liability of Grantor, any general partner, member, manager, or shareholder, as applicable, of Grantor to pay amounts due in connection with the obligations of Grantor under this Agreement shall be limited as and to the extent provided in the Master Agreement. The foregoing limitation shall not limit or impair any right to proceed against any collateral that may be pledged to the payment of Grantor’s obligations or that may otherwise be available under any Loan Document.

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Section 8.9. Governing Law. The provisions of Section 13.06 of the Master Agreement entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial,” are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

Section 8.10. Severability. If any term or other provision of this Agreement or any Supplemental Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement and any Supplemental Agreements shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

Section 8.11. Multiple Counterparts. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument and each of which shall be, and shall be deemed to be, an original.

Section 8.12. Non-Recourse. The provisions of Article 12 of the Master Agreement hereby are incorporated into this Agreement by this reference.

[Remainder of page intentionally left blank.]

O-12

Grantor and Lender have caused this Agreement to be signed as an instrument under seal, on the date first written above, by their respective officers duly authorized (which authorized representatives shall have no personal liability hereunder).

GRANTOR:

[TO BE INSERTED]

S-1


LENDER:

XXXXXX XXX

By:
Name:
Title:

S-2

[Counterparty Acknowledgment for Interest Rate Swap Only]

. (“Counterparty”) as the provider of the Interest Rate Hedge described in this Interest Rate Hedge Security, Pledge and Assignment Agreement hereby acknowledges that Grantor has granted to Lender a security interest as collateral in Grantor’s rights under the Hedge Documents. Counterparty hereby consents to such security interest, provided that Counterparty’s consent is expressly limited to Lender and any subsequent holder of the Note, as secured party under the Master Agreement.

Counterparty further agrees (i) not to consent or agree to any further assignments by Grantor of the Interest Rate Hedge, whether as security or otherwise, without Lender’s prior written consent, (ii) not to agree to any amendment or modification of the Interest Rate Hedge or the Hedge Documents or any waiver in respect of thereto without Lender’s prior written consent, and (iii) not to terminate or agree to any termination of, the Interest Rate Hedge or any of Counterparty’s obligations thereunder prior to the stated maturity, without Lender’s prior written consent unless such termination is in connection with an event of default or termination event under the Interest Rate Hedge for which the Grantor is the defaulting party or an affected party. Nothing herein shall be construed as requiring the consent of Lender for the performance by Grantor of any of its obligations under the Interest Rate Hedge or the Hedge Documents, it being understood that Grantor is not released from any of its obligations under the Interest Rate Hedge or the Hedge Documents, and Counterparty may exercise its rights and remedies under the Hedge Documents without the prior written consent of Lender.


ACKNOWLEDGED AND CONSENTED TO:

[COUNTERPARTY]

By:
Name:
Title:

S-3

SCHEDULE I

Collateral Pool Borrower:

Exhibit O-Schedule I – Page 1

EXHIBIT A

Hedge Documents

[TO BE ATTACHED]

Exhibit A-1

EXHIBIT B

SUPPLEMENTAL INTEREST RATE HEDGE SECURITY, PLEDGE AND ASSIGNMENT AGREEMENT

(Collateral Pool )

THIS SUPPLEMENTAL INTEREST RATE HEDGE SECURITY, PLEDGE AND ASSIGNMENT AGREEMENT (“Supplemental Agreement”), dated as of , 20 , is by and between , a , together with successors and assigns (“Grantor”) and XXXXXX MAE, its successors, transferees and assigns (“Lender”).

This Supplemental Agreement supplements the Interest Rate Hedge Security, Pledge and Assignment Agreement dated as of , by and between Grantor and Lender (the “Agreement”).

RECITALS

A. Grantor and Lender entered into the Agreement pursuant to which Grantor is required to acquire and maintain or replace, as appropriate, an Interest Rate Hedge at all times during the term of the Variable Loan. Each Interest Rate Hedge will be represented by one or more Hedge Documents.

B. [The Initial Interest Rate Hedge has expired][Borrower has extended the maturity date of the Variable Loan pursuant to the Master Agreement] and Grantor is entering into a Subsequent Interest Rate Hedge (as such term is defined in the Agreement) as required by the Master Agreement and the Agreement.

C. As security for Collateral Pool Borrower’s obligations under the Master Agreement, the Note and the other Loan Documents, Grantor is entering into this Supplemental Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth in this Supplemental Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Grantor, the parties agree as follows:

Section 1. Definitions. All capitalized terms used in this Supplemental Agreement have the meanings given to those terms in the Agreement or elsewhere in this Supplemental Agreement unless the context or use clearly indicates a different meaning.

Section 2. Rules of Construction. The rules of construction set forth in the Agreement shall apply to this Supplemental Agreement in their entirety, except that in applying such rules, the term “Supplemental Agreement” shall be substituted for the term “Agreement”.

Section 3. Grant of Security Interest. As security for the due, punctual, full and exact payment, performance or observance by Borrower of: (i) all Obligations, as defined in the Agreement, whether at stated maturity, by acceleration or otherwise, whether now outstanding or hereafter arising, and (ii) all other obligations which may be owing to Lender from time to time

Exhibit B-1

under the Loan Documents, Grantor confirms and grants to Xxxxxx Xxx a continuing security interest in and to the Collateral, as defined in the Agreement, as it relates to the Subsequent Interest Rate Hedge described in the attached Interest Rate Cap Documents and all such Interest Rate Hedge Documents, whether now owned or hereafter acquired.

Section 4. Acquisition of Interest Rate Hedge; Delivery of Interest Rate Hedge Documents. Grantor has, no less than five (5) days before the date of this Supplemental Agreement, executed and delivered the Hedge Documents representing the Subsequent Interest Rate Hedge to the Counterparty and has delivered to Xxxxxx Mae fully executed originals of such Hedge Documents to be held under the Agreement as a part of the Collateral. The documents attached to this Supplemental Agreement as Attachment I are true, complete and correct copies of the Hedge Documents and all amendments thereto, representing the Subsequent Interest Rate Hedge, fully executed by all parties. There is no and shall be no additional security for or any other arrangements or agreements relating to the Interest Rate Hedge or the Hedge Documents.

Section 5. Representations and Warranties. As of the date of this Supplemental Agreement, Grantor repeats and confirms all representations and warranties made by Grantor in the Agreement.

Section 6. Agreement Confirmed. Except as supplemented by this Supplemental Agreement, Grantor and Lender confirm the original Agreement as previously supplemented and amended from time to time.

Section 7. Obligations Remain Absolute. Nothing contained in this Supplemental Agreement shall relieve Borrower of its primary obligation to pay all amounts due in respect of its obligations under the Loan Documents.

Section 8. Governing Law. The provisions of the Agreement are hereby incorporated into this Supplemental Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

Section 9. Liability of Grantor. Notwithstanding anything to the contrary contained in this Supplemental Agreement, the personal liability of Grantor, any general partner, member, manager, or shareholder, as applicable, of Grantor to pay amounts due in connection with the obligations of Grantor under this Supplemental Agreement shall be limited as and to the extent provided in the Master Agreement. The foregoing limitation shall not limit or impair any right to proceed against any collateral that may be pledged to the payment of Grantor’s obligations or that may otherwise be available under any Loan Document.

Section 10. Non-Recourse. The provisions of Article 12 of the Master Agreement hereby are incorporated into this Supplemental Agreement by this reference.

[Remainder of page intentionally left blank; signature page follows]

Exhibit B-2

Grantor and Lender have caused this Supplemental Agreement to be signed and sealed, on the date first written above, by their officers or representatives duly authorized (which authorized representatives shall have no personal liability hereunder).

GRANTOR:

[TO BE INSERTED]

S-1


LENDER:

XXXXXX XXX

By:
Name:
Title:

S-2

[Counterparty Acknowledgment for Interest Rate Swap Only]

. (“Counterparty”) as the provider of the Interest Rate Hedge described in this Supplemental Interest Rate Hedge Security, Pledge and Assignment Agreement hereby acknowledges that Grantor has granted to Lender a security interest as collateral in Grantor’s rights under the Hedge Documents. Counterparty hereby consents to such security interest, provided that Counterparty’s consent is expressly limited to Lender and any subsequent holder of the Note, as secured party under the Master Agreement.


ACKNOWLEDGED AND CONSENTED TO:

[COUNTERPARTY]

By:
Name:
Title:

S-1

ATTACHMENT I

Hedge Documents for Subsequent Interest Rate Hedge

[TO BE ATTACHED]

O – A -1

EXHIBIT P TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

FORM OF LETTER OF CREDIT

[LETTER OF CREDIT ISSUER’S LETTER OF CREDIT FORM]

IRREVOCABLE LETTER OF CREDIT NO.

(Collateral Pool )

, 20

Xxxxxx Mae

Drawer AM

Multifamily Operations – Asset Management

0000 Xxxxxxxxx Xxxxxx, X.X.

Xxxxxxxxxx, XX 00000

Re:

[Archstone Credit Facility – Collateral Pool ]

Dear Sir or Madam:

For the account of [Insert name of account party/customer], we hereby open in your favor our Irrevocable Letter of Credit No. (“Credit”) for an amount not exceeding a total of U.S. $ , effective immediately and expiring on , 20 , or if such day is not a business day, the next following business day (“Expiration Date”).

Funds under this Credit are available to you against a sight draft on us completed by you or Xxxxx Fargo, N.A. on your behalf, completed in substantially the form attached as Attachment I, for all [or any part of] of this Credit.

We will promptly honor [your draft/all drafts] drawn in compliance with the terms of this Credit if received on or before 5:00 p.m. [Eastern][Central][Mountain][Pacific] time on the Expiration Date at [Insert Letter of Credit Issuer’s address].

Drafts presented at our office at the address set forth above no later than 10:00 a.m. [Eastern][Central][Mountain][Pacific] time on any business day shall be honored on the date of presentation, by payment in accordance with your payment instructions that accompany each such draft. If requested by you, payment under this Credit may be made by wire transfer of immediately available funds to your account as specified in the draft [(whether executed by you or Xxxxx Fargo, N.A.)], or by deposit of same day funds in your designated account that you maintain with us.

This Credit shall be governed by and subject to the Uniform Customs and Practice for Documentary Credits (2007 revision), International Chamber of Commerce Publication No. 600 (“UCP 600”), and to the extent not inconsistent with the UCP 600, laws of the State of .

P-1


Sincerely,

[*Insert Letter of Credit Issuer’s name*]

By:

Name:
Title:

P-2

ATTACHMENT I

LETTER OF CREDIT

SIGHT DRAFT

[Insert Letter of Credit Issuer’s name and address]

, 20

Pay on demand to Xxxxxx Xxx the sum of U.S. $ in immediately available funds to:

ABA Number:

Telegraphic Abbreviation:

Account Number:

Note:

This draft is drawn under your Irrevocable Letter of Credit No. .


XXXXXX MAE

By:
Name:
Title:

P-3

EXHIBIT Q TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

Form of Monthly Mortgaged Property Report

See attached.

Q-1

FIRST AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of August 31, 2011, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), (ii) XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Xxxxxx Mae”).

RECITALS:

A. Borrower, IDOT Guarantor and Xxxxxx Xxx are parties to that certain Amended and Restated Master Credit Facility Agreement dated as of December 2, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Master Agreement”).

B. Pursuant to Section 12.03 of the Master Agreement, Borrower and IDOT Guarantor have irrevocably designated Archstone, a Maryland real estate investment trust, as Borrower Agent under the Loan Documents.

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect (i) a Substitution under the Master Agreement comprised of (a) the release of the Mortgaged Property commonly known as Crystal Plaza located in Arlington County, Virginia (“Crystal Plaza”) from Collateral Pool 7; (b) the release of the Mortgaged Property commonly known as Archstone Russett (“Archstone Russett”) located in Xxxx Arundel County, Maryland and the Mortgaged Property commonly known as Archstone Sierra Del Oro (“Archstone Sierra Del Oro”) located in Riverside County, California from Collateral Pool 8; (c) the addition of Archstone Russett and Archstone Sierra Del Oro to Collateral Pool 7; (d) the release of the Mortgaged Property commonly known as Xxxxxxx Xxxxxx & Lofts 590 (“Xxxxxxx Xxxxxx”) located in Arlington County, Virginia from Collateral Pool 9; and (e) the addition of Xxxxxxx Xxxxxx to Collateral Pool 7 (collectively, the “Substitution”); (ii) the release of Xxxxx Property Holdings Crystal Plaza LLC (“Crystal Plaza Borrower”) from Collateral Pool 7 and the Loan Documents to which it is a party; and (iii) the joinder of (a) Archstone Sierra del Oro LLC, (b) Archstone Xxxxxxx at Russet I (Borrower) LLC, (c) Archstone Xxxxxxx at Russett II (Borrower) LLC, and (d) Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC as Borrowers (collectively, “Additional Borrower”) under that certain Fixed Loan Note (Collateral Pool 7) dated October 5, 2007 in the original principal amount of $1,060,031,951.00 (as amended, the “Pool 7 Note”) made by those certain Borrowers under Collateral Pool 7 (collectively, the “Original Pool 7 Borrower”).

AGREEMENT:

NOW, THEREFORE, in consideration of the above and the mutual promises contained in this Amendment and the Master Agreement, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Substitution of Mortgaged Property. Crystal Plaza is hereby released from Collateral Pool 7 under the Master Agreement. Archstone Russett and Archstone Sierra Del Oro are hereby released from Collateral Pool 8 under the Master Agreement and added to Collateral Pool 7 under the Master Agreement. Xxxxxxx Xxxxxx is hereby released from Collateral Pool 9 under the Master Agreement and added to Collateral Pool 7 under the Master Agreement.

3. Waiver of Release Price and Substitution Provisions. In order to facilitate the Substitution, Xxxxxx Xxx hereby grants a one-time waiver of the provisions of Section 3.02(c) of the Master Agreement related to Release Price and Section 3.03(c) of the Master Agreement related to underwriting substitutions of Collateral. The parties acknowledge that the aggregate Release Price to be paid in connection with the release of Archstone Sierra Del Oro, Archstone Russett, and Xxxxxxx Xxxxxx will be the sum of (i) 110% of the allocable facility amount for Archstone Sierra Del Oro, Archstone Russett, and Xxxxxxx Xxxxxx (equal to $143,887,296) plus (ii) 75% of Remaining Net Sale Proceeds from the sale of Crystal Plaza. The portion of the Release Price equal to $143,887,296 will be allocated between Collateral Pool 8 and Collateral Pool 9 as follows: $89,337,124 will be used to repay a portion of the Loan secured by Collateral Pool 8 and $54,550,172 will be used to repay a portion of the Loan secured by Collateral Pool 9. The Remaining Net Sale Proceeds will be used to repay a portion of the Loans secured by Collateral Pool 8 and Collateral Pool 9 pro rata (62.1% to Collateral Pool 8 and 37.9% to Collateral Pool 9). The determination of the Net Sale Proceeds will be made from the final settlement statement for the sale of Crystal Plaza. The foregoing does not constitute a waiver of any other provisions or requirements of the Master Agreement. Borrower agrees that the foregoing shall not be construed as a future consent to, or waiver of, the provisions of the Master Agreement relating to Release Price, Substitution, or any other requirement set forth in the Master Agreement.

4. Release of Crystal Plaza Borrower and Additional Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, Crystal Plaza Borrower is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder. Each Additional Borrower is hereby released from the applicable Loan Documents for Collateral Pool 8 or Collateral Pool 9 to which each is a party.

5. Joinder of New Pool 7 Borrowers. Additional Borrower hereby joins into the Pool 7 Note and. all other Collateral Pool 7 Loan Documents as if it were an Original Pool 7 Borrower thereunder and agrees that any references to “Borrower” in the Collateral Pool 7 Note and applicable Loan Documents shall include Additional Borrower.

6. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

7. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

8. Applicable Law. The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Section were set forth in its entirety herein.

9. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

10. Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

The parties hereto have executed this Amendment on the date and year first above written.

BORROWER AGENT:

ARCHSTONE f/k/a ARCHSTONE-XXXXX OPERATING TRUST, a Maryland real estate investment trust, as Borrower Agent for:



				COLLATERAL POOL 1 BORROWER:

				ASN Bear Hill LLC, a Delaware limited liability company

				ASN Quarry Hills LLC, a Delaware limited liability company

				ASN Watertown LLC, a Delaware limited liability company

				Archstone Cupertino LLC, a Delaware limited liability company

				Archstone Emerald Park LLC, a Delaware limited liability company

				Archstone Hacienda LLC, a Delaware limited liability company

				Archstone Mountain View LLC, a Delaware limited liability company

				Archstone Redwood Shores LLC, a Delaware limited liability company

				COLLATERAL POOL 2 BORROWER:

				ASN Xxxxxxx Square LLC, a Delaware limited liability company

				ASN Los Feliz LLC, a Delaware limited liability company

				Archstone Old Town Pasadena LLC, a Delaware limited liability company

				Archstone Playa del Rey LLC, a Delaware limited liability company

				Archstone Thousand Oaks LLC, a Delaware limited liability company

				Archstone Camargue I LLC, a Delaware limited liability company

				Archstone Camargue II LLC, a Delaware limited liability company

				Archstone Camargue III LLC, a Delaware limited liability company

				ASN La Jolla Colony LLC, a Delaware limited liability company

				ASN San Mateo LLC, a Delaware limited liability company

				Archstone South Market LLC, a Delaware limited liability company

				ASN Walnut Ridge LLC, a Delaware limited liability company

				ASN Xxxxxxx Lakeview LLC, a Delaware limited liability company

				COLLATERAL POOL 3 BORROWER:

				Archstone Del Mar Station LLC, a Delaware limited liability company

				Archstone Oak Creek I LLC, a Delaware limited liability company

				Archstone Oak Creek II LLC, a Delaware limited liability company

S-1



				ASN Santa Xxxxxx LLC, a Delaware limited liability company

				Archstone Santa Xxxxxx on Main LLC, a Delaware limited liability company

				ASN Studio City LLC, a Delaware limited liability company

				Archstone Studio City III-A LLC, a Delaware limited liability company

				Archstone Studio City III-B LLC, a Delaware limited liability company

				Archstone Studio City III-C LLC, a Delaware limited liability company

				Archstone Westside LLC, a Delaware limited liability company

				ASN Hoboken I LLC, a Delaware limited liability company

				ASN Hoboken II LLC, a Delaware limited liability company

				ASN Santa Xxxxx LLC, a Delaware limited liability company

				Xxxxx Property Holdings Pare Vista L.L.C, a Delaware limited liability company

				Xxxxx Property Holdings Water Park Towers L.L.C, a Delaware limited liability company

				Xxxxx Property Holdings Xxxxxx L.L.C, a Delaware limited liability company

				Xxxxx Property Holdings Ballston Place L.L.C, a Delaware limited liability company

				Archstone Gallery at Rosslyn LLC a Delaware limited liability company

				Xxxxx Property Holdings Six (D.C) L.P., a Delaware limited partnership

				Xxxxx Property Holdings 4411 Connecticut L.L.C, a Delaware limited liability company

				COLLATERAL POOL 4 BORROWER:

				Archstone Xxxxxx’x Landing LLC, a Delaware limited liability company

				ASN CambridgePark LLC, a Delaware limited liability company

				Archstone Marina del Rey-I LLC, a Delaware limited liability company

				Archstone Marina del Rey-II LLC, a Delaware limited liability company

				Archstone Simi Valley LLC, a Delaware limited liability company

				Archstone Columbia Crossing LLC, a Delaware limited liability company

				Courthouse Hill LLC, a Delaware limited liability company

				Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

				Archstone Tysons Corner LLC, a Delaware limited liability company

S-2



				Xxxxx Property Holdings Reston Landing L.L.C., a Delaware limited liability company

				Xxxxx Property Holdings Three (D.C.) L.P., a Delaware limited partnership

				Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C., a Delaware limited liability company

				Xxxxx Xxxxxx, L.L.C., a District of Columbia limited liability company

				COLLATERAL POOL 5 BORROWER:

				Archstone Glendale LLC, a Delaware limited liability company

				ASN Pasadena LLC, a Delaware limited liability company

				ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

				Archstone Walnut Creek LLC, a Delaware limited liability company

				Archstone Willow Xxxx LLC, a Delaware limited liability company

				Archstone Harborside LLC, a Delaware limited liability company

				COLLATERAL POOL 6 BORROWER:

				ASN Ventura LLC, a Delaware limited liability company

				ASN Ventura Two LLC, a Delaware limited liability company

				ASN Ventura Four LLC, a Delaware limited liability company

				ASN Emeryville LLC, a Delaware limited liability company

				ASN Fairchase LLC, a Delaware limited liability company

				Archstone Fairchase II LLC, a Delaware limited liability company

				ASN Mountain View LLC, a Delaware limited liability company

				ASN San Xxxx LLC, a Delaware limited liability company

				Archstone Oakwood Boston LLC, a Delaware limited liability company

				ASN Chicago LLC, a Delaware limited liability company

				ASN Long Beach LLC, a Delaware limited liability company

				ASN Marina LLC, a Delaware limited liability company

				Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

				ASN Woodland Hills East LLC, a Delaware limited liability company

				ASN Bellevue LLC, a Delaware limited liability company

				ASN Seattle LLC, a Delaware limited liability company

				Archstone Oakwood Arlington LLC, a Delaware limited liability company

S-3



				Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

				COLLATERAL POOL 7 BORROWER:

				ASN Quincy LLC, a Delaware limited liability company

				ASN Ventura Colony LLC, a Delaware limited liability company

				ASN Long Beach Harbor LLC, a Delaware limited liability company

				ASN Fremont LLC, a Delaware limited liability company

				ASN Walnut Creek Station LLC, a Delaware limited liability company

				Archstone Crystal Place LLC, a Delaware limited liability company

				Xxxxx Property Holdings Crystal Plaza LLC, a Delaware limited liability company

				Xxxxx Property Holdings Xxxxxxxx House L.L.C., a Delaware limited liability company

				Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

				Archstone Lincoln Towers LLC, a Delaware limited liability company

				ASN Monument Park LLC, a Delaware limited liability company

				Archstone Charter Oak LLC, a Delaware limited liability company

				Xxxxx Property Holdings One (D.C.) L.P., a Delaware limited partnership

				Xxxxx Property Holdings Consulate L.L.C., a Delaware limited liability company

				Archstone Gateway Place LLC, a Delaware limited liability company

				Xxxxx Property Holdings Five (D.C.) L.P., a Delaware limited partnership

				Archstone Sierra del Oro LLC, a Delaware limited liability company

				Archstone Xxxxxxx at Russett I (Borrower) LLC, a Delaware limited liability company

				Archstone Xxxxxxx at Russett II (Borrower) LLC, a Delaware limited liability company

				Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC, a Delaware limited liability company

				COLLATERAL POOL 8 BORROWER

				Archstone Cedar River LLC, a Delaware limited liability company

S-4



		ASN Dulles LLC, a Delaware limited liability company

		COLLATERAL POOL 9 BORROWER:

		ASN Xxxxxx Xxxx LLC, a Delaware limited liability company

		ASN Key West LLC, a Delaware limited liability company

		ASN Westmont LLC, a Delaware limited liability company

		ASN Encinitas LLC, a Delaware limited liability company

		Xxxxx Property Holdings Van Ness L.P., a Delaware limited partnership

		Archstone Newport Village I & II LLC, a Delaware limited liability company

		Archstone Newport Village III LLC, a Delaware limited liability company

		Xxxxx Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

		IDOT GUARANTOR:

		ASN Xxxxxxx at Xxxxxxx I LLC, a Delaware limited liability company

		ASN Xxxxxxx at Russett II LLC, a Delaware limited liability company

		By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Group Vice President

S-5


		XXXXXX XXX:

		XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

		By:		/s/ Xxxxxx X. Laltaie
		Name:		Xxxxxx X. Laltaie
		Title:		Vice President

S-6

EXHIBIT A TO MASTER CREDIT FACILITY AGREEMENT

SCHEDULE OF INITIAL MORTGAGED PROPERTIES AND INITIAL VALUATIONS

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS. INITIAL MORTGAGED PROPERTIES, COLLATERAL POOLS, INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool

MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	0000 Xxxx Xxxxxx Xxxxxxx, XX	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	000 Xxxxxxxx Xxxxx Xxxxxx, XX	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	00 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	0000 Xxxxxxx Xxxxx Xxxx. Xxxxxxxxx, XX	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	0000 Xxxxx Xxxxx Xxxxxx, XX	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	0000 Xxxxx Xxxxx Xxxxxxxxxx, XX	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	000 X. Xx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	000 Xxxxx Xxxx Xxxxxxx Xxxx, XX	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool

MA056/5	ASN Xxxxxxx Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Xxxxxxx Square	000 Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	0000 Xxxxxxxxx Xxxxx Xxx Xxxxxxx, XX	$	[****]

A-1


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA 000/00	Xxxxxxxxx Xxx Xxxx Pasadena LLC	Archstone Old Town Pasadena	000 Xxx Xxx Xxxxxxxxx Xxxxxxxx, XX	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	0000 Xxxxxxxx Xxxxx Xxxxx Xxx Xxx, XX	$	[****]
CA 163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	000 X 00^xx Xxx Xxxx, XX	$	[****]
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	0000 Xxxxxxxx Xxxxx Xxx Xxxxx, XX	$	[****]
CA 189/92	ASN San Mateo LLC	Archstone San Mateo	0000 Xxxx Xxxxx Xxx Xxxxx, XX	$	[****]
CA 000/00	Xxxxxxxxx Xxxxx Xxxxxx LLC	Archstone South Market	Xxx Xxxxx Xxxxxxx Xxxxx Xxx Xxxxxxxxx, XX	$	[****]
CA 164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	0000 Xxxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
WA039/112	ASN Xxxxxxx Lakeview LLC	Archstone Xxxxxxx Lakeview	0000 X Xxxx Xxxxxxxxx Xxxx. XX, Xxxxxxx, XX	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool

CA156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	000 Xxxxxx Xxxxxxx Xxxxxxxx, XX	$	[****]
CA 000/00	Xxxxxxxxx Xxx Xxxxx I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	00000 Xxx Xxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
CA128/39	ASN Santa Xxxxxx LLC	Archstone Santa Xxxxxx	000 Xxxxxxxx Xxxxx Xxxxxx, XX	$	[****]
CA 154/40	Archstone Santa Xxxxxx on Main LLC	Archstone Santa Xxxxxx on Main	0000 Xxxx Xxxxxx Xxxxx Xxxxxx, XX	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	00000 Xxxxxxxxx Xxxxx Xxxxxx Xxxx, XX	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	0000 Xxxxxxxx Xxxx. Xxx Xxxxxxx, XX	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	00 Xxxx Xxxxxx Xxxxxxx, XX	$	[****]
CA 130/93	ASN Santa Xxxxx LLC	Archstone Santa Xxxxx	0000 Xxxx Xxxxx Xxxxx Xxxxx, XX	$	[****]
VA040/153	Xxxxx Property Holdings Pare Vista L.L.C.	Archstone Pentagon City	000 00xx Xxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA054/156	Xxxxx Property Holdings Water Park Towers L.L.C.	Water Park Towers	0000/0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA063/157	Xxxxx Property Holdings Xxxxxx L.L.C.	Archstone 0000 Xxxxxx Xxxxxxxxx	0000 Xxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
VA032/160	Xxxxx Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	0000 X. Xxx Xxxxxx Xxxxxxxxx, XX	$	[****]
DC017/181	Xxxxx Property Holdings Six (D.C.) L.P.	Connecticut Heights	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
DC014/183	Xxxxx Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool

MA038/4	Archstone Cronin’s Landing LLC	Archstone Xxxxxx’x Landing	00 Xxxxxxxx Xxxxxx Xxxxxxx, XX	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	00 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxx, XX	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA 000/00	Xxxxxxxxx Xxxxxx xxx Xxx-X LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	0000 Xxx Xxxxxx Xxxxxx xxx Xxx, XX	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	0000 Xxxx Xxxxxxxxx Xxx Xxxx Xxxxxx, XX	$	[****]
DC016/177	Xxxxx Property Holdings Three (D.C.) L.P.	Archstone 0000 Xxxxxx Xxxxxx	0000 Xxxxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	0000 Xxxxxxxx Xxxx Xxxxxxxxx, XX	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	0000 X. Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	0000 Xxxxxxx Xxxx Xxxxxx, XX	$	[****]
VA065/168	Xxxxx Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	00000 Xxxxxxx Xxxx Xxxxx Xxxxxx, XX	$	[****]
DC008/178	Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C. and Xxxxx Xxxxxx, L.L.C.	Xxxxx Xxxxxx	0000 Xxxxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
DC006/179	Xxxxx Property Holdings Three (D.C.) X.X.	Xxxxxxx Xxxxxxx	0000 Xxxxxxx Xxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC007/180	Xxxxx Property Holdings Three (D.C.) L.P.	Cleveland House	0000 00xx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool

CA109/31	Archstone Glendale LLC	Archstone Glendale	000 Xxxx Xxxxxxxx Xxxxxxxx, XX	$	[****]
CA091/37	ASN Pasadena LLC	Archstone Pasadena	00 Xxxxx Xxx Xxxxx Xxxxxx Xxxxxxxx, XX	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	000 X. Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]

A-4


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxx, XX	$	[****]
CA040/99	Archstone Willow Xxxx LLC	Archstone Willow Xxxx	0000 Xxxxxxx Xxxxx Xxx Xxxx, XX	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	00 Xxxxxx Xxxxx Xxxxxxx Xxxx, XX	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool

CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx, XX	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	0000 Xxxxx Xxxx Xxxx Xxxxxxx, XX	$	[****]
CA 175/198	ASN Mountain View LLC	Oakwood Mountain View	000 X. Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA 169/200	ASN San Xxxx LLC	Oakwood San Xxxx South	000 X. Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	000 Xxxxx Xxxxxx Xxxxxx, XX	$	[****]
IL029/202	ASN Chicago LLC	Oakwood Chicago	00 Xxxx Xxxxx Xxxxxx Xxxxxxx, XX	$	[****]
CA 171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	000 Xxxxx Xxxxxx Xxxx Xxxxx, XX	$	[****]
CA 172/204	ASN Marina LLC	Oakwood Marina Del Rey	0000 Xxx Xxxxxx Xxxxxx Xxx Xxx, XX	$	[****]
CA 173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	0000-0000 Xxxxxx Xxxx. Xxx Xxxxxxx, XX	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx, XX	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	000 000xx Xxxxxx XX Xxxxxxxx, XX	$	[****]

A-5


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
WA042/208	ASN Seattle LLC	Archstone Xxxxxxx Bay	000 0xx Xxxxxx X Xxxxxxx, XX	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	000-000 X. 00xx Xxxxxx Xxxxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool

MA039/7	ASN Quincy LLC (f/k/a Xxxxx Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	00 X. Xxxxxxxx Xxxxxx Xxxxxx, XX	$	[****]
CA212/46	ASN Ventura Colony LLC (f/k/a ASN Ventura Colony 1031, LLC)	Archstone Ventura Colony	0000 Xxxxxxx Xxxx Xxxxxxx, XX	$	[****]
CA019/213	ASN Long Beach Harbor LLC (f/k/a ASN Long Beach Harbor 1031, LLC)	Archstone Long Beach Harbor (Bellamar)	0000 Xxxxxx Xxxxxx Xxxx Xxxxx, XX	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	00000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, XX	$	[****]
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	000 Xxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
DC005/182	Xxxxx Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	0000 00xx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
XX000/000	Xxxxxxxxx Xxxxxxx Xxxxx LLC	Crystal Place	0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA062/155	Xxxxx Property Holdings Xxxxxxxx House L.L.C.	The Xxxxxxxx	000 00xx Xxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	000 X. Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]

A-6


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	000 X. Xxxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	0000 Xxxxxxx Xxxxxxxx Xx. Xxxxxxx, XX	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	00000 Xxxxxxx Xxx Xxxxx Xxxxxx, XX	$	[****]
DC018/185	Xxxxx Property Holdings Consulate L.L.C.	The Consulate	0000 Xxx Xxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC010/187	Xxxxx Property Holdings One (D.C.) L.P.	The Statesman	0000 X Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
XX000/000	Xxxxxxxxx Xxxxxxx Xxxxx LLC	Gateway Place	000 Xxxxx 00xx Xxxxxx Xxxxxxxxx, XX	$	[****]
DC004/184	Xxxxx Property Holdings Five (D.C.) L.P.	The Albemarle	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
CA023/13	Archstone Sierra del Oro LLC	Archstone Sierra del Oro	0000 Xxxxxx Xxxx Xxxxx Xxxxxx, XX	$	[****]
MD042/173	Archstone Xxxxxxx at Russett I (Borrower) LLC and Archstone Xxxxxxx at Russett II (Borrower) LLC	Archstone Russett	0000 Xxxxxx Xxxxxxx Xxxxx Xxxxxx, XX	$	[****]
	IDOT Guarantor: ASN Xxxxxxx at Xxxxxxx I LLC and ASN Xxxxxxx at Russett II LLC	Archstone Russett	0000 Xxxxxx Xxxxxxx Xxxxx Xxxxxx, XX
VA043/151/ 152	Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC	Archstone Xxxxxxx Xxxxxx/Lofts 590	0000 X. Xxxx Xxxxxx; 000 X. 00^xx Xxxxxx Xxxxxxxxx, XX	$	[****]
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool

WA044/106	Archstone Cedar River LLC	Archstone Cedar River	00000 000xx Xxx XX Xxxxxx, XX	$	[****]

A-7


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA094/167	ASN Dulles LLC	Archstone Dulles	00000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxx, XX	$	[****]
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool
NY027/61	ASN Xxxxxx Xxxx LLC	Archstone Xxxxxx Hill	000 X. 00xx Xxxxxx Xxx Xxxx, XX	$	[****]
NY030/63	ASN Key West LLC	Key West	000 Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	000 Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	0000 Xxxxxx Xxxx Xxxx Xxx Xxxxx, XX	$	[****]
DC011/189	Xxxxx Property Holdings Van Ness L.P.	Archstone Xxxxxx Park	0000 Xxxxxx Xxxx, XX Xxxxxxxxxx, XX	$	[****]
VA048/144	Archstone Newport Village I & II LLC and Archstone Newport Village III LLC	Archstone Newport Village (Phase I, II and III)	0000 X. Xxxxxxxx Xxxx Xxxxxxxxxx, XX	$	[****]
VA037/147	Xxxxx Property Holdings Crystal Houses L.L.C.	Crystal House	0000 X. Xxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
DC009/188	Xxxxx Property Holdings Van Ness L.P.	Tunlaw Gardens	0000 Xxxxx Xxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC019/190	Xxxxx Property Holdings Van Ness L.P.	Archstone Xxx Xxxx	0000 Xxx Xxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]

A-8

SECOND AMENDMENT TO AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of October 11, 2011, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), and (ii) XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Xxxxxx Mae”).

RECITALS:

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect (i) a Substitution under the Master Agreement comprised of (a) the release of the Mortgaged Property commonly known as Oakwood Chicago located in Xxxx County, Illinois (“Oakwood Chicago”) from Collateral Pool 6; (b) the release of the Mortgaged Property commonly known as Archstone Xxxxxx Park (“Archstone Xxxxxx Park”) located in Washington, DC and the Mortgaged Property commonly known as Archstone Tunlaw Gardens (“Archstone Tunlaw Gardens”) located in Washington, DC from Collateral Pool 9; and (c) the addition of Archstone Xxxxxx Park and Archstone Tunlaw Gardens to Collateral Pool 6; (collectively, the “Substitution”); (ii) the release of ASN Chicago LLC (“Oakwood Chicago Borrower”) from Collateral Pool 6 and the Loan Documents to which it is a party; and (iii) the joinder of (a) Xxxxx Property Holdings Van Ness L.P. as a Borrower (“Additional Borrower”) under that certain Fixed Loan Note (Collateral Pool 6) dated October 5, 2007 in the original principal amount of $945,336,832.00 (as amended, the “Pool 6 Note”) made by those certain Borrowers under Collateral Pool 6 (collectively, the “Original Pool 6 Borrower”).

AGREEMENT:

NOW, THEREFORE, in consideration of the above and the mutual promises contained in this Amendment and the Master Agreement, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Substitution of Mortgaged Property. Oakwood Chicago is hereby released from Collateral Pool 6 under the Master Agreement. Archstone Xxxxxx Park and Archstone Tunlaw Gardens are hereby released from Collateral Pool 9 under the Master Agreement and added to Collateral Pool 6 under the Master Agreement.

3. Waiver of Release Price and Substitution Provisions. In order to facilitate the Substitution, Xxxxxx Mae hereby grants a one-time waiver of the provisions of Section 3.02(c) of the Master Agreement related to Release Price and Section 3.03(c) of the Master Agreement related to underwriting substitutions of Collateral. The parties acknowledge that the aggregate Release Price to be paid in connection with the release of Oakwood Chicago, Archstone Xxxxxx Park and Archstone Tunlaw Gardens will be 100% of Remaining Net Sale Proceeds from the sale of Oakwood Chicago (the “Modified Release Price”). The Modified Release Price will be used to repay a portion of the Loan secured by Collateral Pool 9. The determination of the Remaining Net Sale Proceeds will be made from the final settlement statement for the sale of Oakwood Chicago. The foregoing does not constitute a waiver of any other provisions or requirements of the Master Agreement. Borrower agrees that the foregoing shall not be construed as a future consent to, or waiver of, the provisions of the Master Agreement relating to Release Price, Substitution, or any other requirement set forth in the Master Agreement.

4. Release of Oakwood Chicago Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, Oakwood Chicago Borrower is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder.

5. Joinder of New Pool 6 Borrower. Additional Borrower hereby joins into the Pool 6 Note and all other Collateral Pool 6 Loan Documents as if it were an Original Pool 6 Borrower thereunder and agrees that any references to “Borrower” in the Collateral Pool 6 Note and applicable Loan Documents shall include Additional Borrower. The parties recognize that by reason of the foregoing, Additional Borrower is a Collateral Pool 6 Borrower but nonetheless will continue as a Collateral Pool 9 Borrower with respect to the Mortgaged Property included in Collateral Pool 9 and commonly known as Archstone Xxx Xxxx, Washington, D.C. (“Van Ness”). Xxxxxx Xxx acknowledges and agrees that notwithstanding anything contained to the contrary in the Master Agreement, (a) Xxxxxx Mae shall have no right to exercise its rights and remedies against Xxx Xxxx or any Collateral relating thereto (i) for any liability that Additional Borrower may have under Section 12.01(b) of the Master Agreement if such liability arises solely due to a matter or occurrence relating to or in connection with Archstone Tunlaw Gardens or Archstone Xxxxxx Park, or (ii) for any joint and several liability that Additional Borrower may have for the obligations of the Loan secured by the Collateral Pool 6 Properties, and (b) Xxxxxx Xxx shall have no right to exercise its rights and remedies against Archstone Tunlaw Gardens or Archstone Xxxxxx Park or any Collateral relating to either of them (i) for any liability that Additional Borrower may have under Section 12.01(b) of the Master Agreement if such liability arises solely due to a matter or occurrence relating to or in connection with Xxx Xxxx, or (ii) for any joint and several liability that Additional Borrower may have for the Obligations of the Loan secured by the Collateral Pool 9 Properties.

6. Indemnification for Mortgage and/or Recordation Tax. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Xxxxxx Mae from and against any and all losses imposed upon or incurred by or asserted against Xxxxxx Xxx and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of the Security Instruments encumbering Archstone Xxxxxx Park and Archstone Tunlaw Gardens.

7. Exceptions to Limits on Personal Liability. Section 12.01(b) of the Master Agreement is hereby amended by deleting the period at the end thereof and adding the following:

; and (viii) failure of Collateral Pool 6 Borrower to comply with any and all indemnification obligations contained in that certain Second Amendment to Amended and Restated Master Credit Facility Agreement dated as of October 11, 2011.

8. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

9. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

10. Applicable Law. The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Section were set forth in its entirety herein.

11. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

12. Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

The parties hereto have executed this Amendment on the date and year first above written.


BORROWER AGENT:
ARCHSTONE, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER:

				ASN Bear Hill LLC, a Delaware limited liability company

				ASN Quarry Hills LLC, a Delaware limited liability company

				ASN Watertown LLC, a Delaware limited liability company

				Archstone Cupertino LLC, a Delaware limited liability company

				Archstone Emerald Park LLC, a Delaware limited liability company

				Archstone Hacienda LLC, a Delaware limited liability company

				Archstone Mountain View LLC, a Delaware limited liability company

				Archstone Redwood Shores LLC, a Delaware limited liability company

				COLLATERAL POOL 2 BORROWER:

				ASN Xxxxxxx Square LLC, a Delaware limited liability company

				ASN Los Feliz LLC, a Delaware limited liability company

				Archstone Old Town Pasadena LLC, a Delaware limited liability company

				Archstone Playa del Rey LLC, a Delaware limited liability company

				Archstone Thousand Oaks LLC, a Delaware limited liability company

				Archstone Camargue I LLC, a Delaware limited liability company

				Archstone Camargue II LLC, a Delaware limited liability company

				Archstone Camargue III LLC, a Delaware limited liability company

				ASN La Jolla Colony LLC, a Delaware limited liability company

				ASN San Mateo LLC, a Delaware limited liability company

				Archstone South Market LLC, a Delaware limited liability company

				ASN Walnut Ridge LLC, a Delaware limited liability company

				ASN Xxxxxxx Lakeview LLC, a Delaware limited liability company

				COLLATERAL POOL 3 BORROWER:

				Archstone Del Mar Station LLC, a Delaware limited liability company

				Archstone Oak Creek I LLC, a Delaware limited liability company

				Archstone Oak Creek II LLC, a Delaware limited liability company

				ASN Santa Xxxxxx LLC, a Delaware limited liability company

S-1



				Archstone Santa Xxxxxx on Main LLC, a Delaware limited liability company

				ASN Studio City LLC, a Delaware limited liability company

				Archstone Studio City III-A LLC, a Delaware limited liability company

				Archstone Studio City III-B LLC, a Delaware limited liability company

				Archstone Studio City III-C LLC, a Delaware limited liability company

				Archstone Westside LLC, a Delaware limited liability company

				ASN Hoboken I LLC, a Delaware limited liability company

				ASN Hoboken II LLC, a Delaware limited liability company

				ASN Santa Xxxxx LLC, a Delaware limited liability company

				Xxxxx Property Holdings Parc Vista L.L.C., a Delaware limited liability company

				Xxxxx Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

				Xxxxx Property Holdings Xxxxxx L.L.C., a Delaware limited liability company

				Xxxxx Property Holdings Ballston Place L.L.C., a Delaware limited liability company

				Archstone Gallery at Rosslyn LLC a Delaware limited liability company

				Xxxxx Property Holdings Six (D.C.) L.P., a Delaware limited partnership

				Xxxxx Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

				COLLATERAL POOL 4 BORROWER:

				Archstone Xxxxxx’x Landing LLC, a Delaware limited liability company

				ASN CambridgePark LLC, a Delaware limited liability company

				Archstone Marina del Rey-I LLC, a Delaware limited liability company

				Archstone Marina del Rey-II LLC, a Delaware limited liability company

				Archstone Simi Valley LLC, a Delaware limited liability company

				Archstone Columbia Crossing LLC, a Delaware limited liability company

				Courthouse Hill LLC, a Delaware limited liability company

				Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

				Archstone Tysons Corner LLC, a Delaware limited liability company

				Xxxxx Property Holdings Reston Landing L.L.C., a Delaware limited liability company

S-2



				Xxxxx Property Holdings Three (D.C.) L.P., a Delaware limited partnership

				Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C., a Delaware limited liability company

				Xxxxx Xxxxxx, L.L.C., a District of Columbia limited liability company

				COLLATERAL POOL 5 BORROWER:

				Archstone Glendale LLC, a Delaware limited liability company

				ASN Pasadena LLC, a Delaware limited liability company

				ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

				Archstone Walnut Creek LLC, a Delaware limited liability company

				Archstone Willow Xxxx LLC, a Delaware limited liability company

				Archstone Harborside LLC, a Delaware limited liability company

				COLLATERAL POOL 6 BORROWER:

				ASN Ventura LLC, a Delaware limited liability company

				ASN Ventura Two LLC, a Delaware limited liability company

				ASN Ventura Four LLC, a Delaware limited liability company

				ASN Emeryville LLC, a Delaware limited liability company

				ASN Fairchase LLC, a Delaware limited liability company

				Archstone Fairchase II LLC, a Delaware limited liability company

				ASN Mountain View LLC, a Delaware limited liability company

				ASN San Xxxx LLC, a Delaware limited liability company

				Archstone Oakwood Boston LLC, a Delaware limited liability company

				ASN Chicago LLC, a Delaware limited liability company

				ASN Long Beach LLC, a Delaware limited liability company

				ASN Marina LLC, a Delaware limited liability company

				Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

				ASN Woodland Hills East LLC, a Delaware limited liability company

				ASN Bellevue LLC, a Delaware limited liability company

				ASN Seattle LLC, a Delaware limited liability company

				Archstone Oakwood Arlington LLC, a Delaware limited liability company

				Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

				Xxxxx Property Holdings Van Ness L.P., a Delaware limited partnership

S-3



				COLLATERAL POOL 7 BORROWER:

				ASN Quincy LLC, a Delaware limited liability company

				ASN Ventura Colony LLC, a Delaware limited liability company

				ASN Long Beach Harbor LLC, a Delaware limited liability company

				ASN Fremont LLC, a Delaware limited liability company

				ASN Walnut Creek Station LLC, a Delaware limited liability company

				Archstone Crystal Place LLC, a Delaware limited liability company

				Xxxxx Property Holdings Xxxxxxxx House L.L.C., a Delaware limited liability company

				Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

				Archstone Lincoln Towers LLC, a Delaware limited liability company

				ASN Monument Park LLC, a Delaware limited liability company

				Archstone Charter Oak LLC, a Delaware limited liability company

				Xxxxx Property Holdings One (D.C.) L.P., a Delaware limited partnership

				Xxxxx Property Holdings Consulate L.L.C., a Delaware limited liability company

				Archstone Gateway Place LLC, a Delaware limited liability company

				Xxxxx Property Holdings Five (D.C.) L.P., a Delaware limited partnership

				Archstone Sierra del Oro LLC, a Delaware limited liability company

				Archstone Xxxxxxx at Russett I (Borrower) LLC, a Delaware limited liability company

				Archstone Xxxxxxx at Russett II (Borrower) LLC, a Delaware limited liability company

				Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC, a Delaware limited liability company

				COLLATERAL POOL 8 BORROWER

				Archstone Cedar River LLC, a Delaware limited liability company

				ASN Dulles LLC, a Delaware limited liability company

				COLLATERAL POOL 9 BORROWER:

				ASN Xxxxxx Xxxx LLC, a Delaware limited liability company

S-4



				ASN Key West LLC, a Delaware limited liability company

				ASN Westmont LLC, a Delaware limited liability company

				ASN Encinitas LLC, a Delaware limited liability company

				Xxxxx Property Holdings Van Ness L.P., a Delaware limited partnership

				Archstone Newport Village I & II LLC, a Delaware limited liability company

				Archstone Newport Village III LLC, a Delaware limited liability company

				Xxxxx Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

				IDOT GUARANTOR:

				ASN Xxxxxxx at Xxxxxxx I LLC, a Delaware limited liability company

				ASN Xxxxxxx at Russett II LLC, a Delaware limited liability company

				By:		/s/ Xxxxxxx Xxxxxx
				Name:		Xxxxxxx Xxxxxx
				Title:		Group Vice President

S-5


				XXXXXX XXX:

				XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

				By:		/s/ Xxxxxxx X. Xxxx
				Name:		Xxxxxxx X. Xxxx
				Title:		Assistant Vice President

S-6

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY

AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS,

INITIAL MORTGAGED PROPERTIES, COLLATERAL POOLS,

INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool
MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	0000 Xxxx Xxxxxx Xxxxxxx, XX	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	000 Xxxxxxxx Xxxxx Xxxxxx, XX	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	00 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	0000 Xxxxxxx Xxxxx Xxxx. Xxxxxxxxx, XX	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	0000 Xxxxx Xxxxx Xxxxxx, XX	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	0000 Xxxxx Xxxxx Xxxxxxxxxx, XX	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	000 X. Xx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	000 Xxxxx Xxxx Xxxxxxx Xxxx, XX	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool
MA056/5	ASN Xxxxxxx Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Xxxxxxx Square	000 Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	0000 Xxxxxxxxx Xxxxx Xxx Xxxxxxx, XX	$	[****]
CA162/36	Archstone Old Town Pasadena LLC	Archstone Old Town Pasadena	000 Xxx Xxx Xxxxxxxxx Xxxxxxxx, XX	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	0000 Xxxxxxxx Xxxxx Xxxxx Xxx Xxx, XX	$	[****]
CA163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	000 X 00xx Xxx Xxxx, XX	$	[****]

A-1


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	0000 Xxxxxxxx Xxxxx Xxx Xxxxx, XX	$	[****]
CA189/92	ASN San Mateo LLC	Archstone San Mateo	0000 Xxxx Xxxxx Xxx Xxxxx, XX	$	[****]
CA 000/00	Xxxxxxxxx Xxxxx Xxxxxx LLC	Archstone South Market	Xxx Xxxxx Xxxxxxx Xxxxx Xxx Xxxxxxxxx, XX	$	[****]
CA164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	0000 Xxxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
WA039/112	ASN Xxxxxxx Lakeview LLC	Archstone Xxxxxxx Lakeview	0000 X Xxxx Xxxxxxxxx Xxxx. XX, Xxxxxxx, XX	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool
CA 156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	000 Xxxxxx Xxxxxxx Xxxxxxxx, XX	$	[****]
CA151/35	Archstone Oak Creek I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	00000 Xxx Xxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
CA128/39	ASN Santa Xxxxxx LLC	Archstone Santa Xxxxxx	000 Xxxxxxxx Xxxxx Xxxxxx, XX	$	[****]
CA154/40	Archstone Santa Xxxxxx on Main LLC	Archstone Santa Xxxxxx on Main	0000 Xxxx Xxxxxx Xxxxx Xxxxxx, XX ,	$	[****]
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	00000 Xxxxxxxxx Xxxxx Xxxxxx Xxxx, XX	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	0000 Xxxxxxxx Xxxx. Xxx Xxxxxxx, XX	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	00 Xxxx Xxxxxx Xxxxxxx, XX	$	[****]
CA130/93	ASN Santa Xxxxx LLC	Archstone Santa Xxxxx	0000 Xxxx Xxxxx Xxxxx Xxxxx, XX	$	[****]
VA040/153	Xxxxx Property Holdings Pare Vista L.L.C.	Archstone Pentagon City	000 00xx Xxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA054/156	Xxxxx Property Holdings Water Park Towers L.L.C.	Water Park Towers	0000/0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA063/157	Xxxxx Property Holdings Xxxxxx L.L.C.	Archstone 0000 Xxxxxx Xxxxxxxxx	0000 Xxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
VA032/160	Xxxxx Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	0000 X. Xxx Xxxxxx Xxxxxxxxx, XX	$	[****]
DC017/181	Xxxxx Property Holdings Six (D.C.) L.P.	Connecticut Heights	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
DC014/183	Xxxxx Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool
MA038/4	Archstone Xxxxxx’x Landing LLC	Archstone Xxxxxx’x Landing	00 Xxxxxxxx Xxxxxx Xxxxxxx, XX	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	00 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxx, XX	$	[****]
CA119/34	Archstone Marina del Rey-I LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	0000 Xxx Xxxxxx Xxxxxx xxx Xxx, XX	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	0000 Xxxx Xxxxxxxxx Xxx Xxxx Xxxxxx, XX	$	[****]
DC016/177	Xxxxx Property Holdings Three (D.C.) L.P.	Archstone 0000 Xxxxxx Xxxxxx	0000 Xxxxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	0000 Xxxxxxxx Xxxx Xxxxxxxxx, XX	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	0000 X. Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	0000 Xxxxxxx Xxxx Xxxxxx, XX	$	[****]
VA065/168	Xxxxx Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	00000 Xxxxxxx Xxxx Xxxxx Xxxxxx, XX	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
DC008/178	Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C. and Xxxxx Xxxxxx, L.L.C.	Xxxxx Xxxxxx	0000 Xxxxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
DC006/179	Xxxxx Property Holdings Three (D.C.) X.X.	Xxxxxxx Xxxxxxx	0000 Xxxxxxx Xxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC007/180	Xxxxx Property Holdings Three (D.C.) L.P.	Cleveland House	0000 00xx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool
CA109/31	Archstone Glendale LLC	Archstone Glendale	000 Xxxx Xxxxxxxx Xxxxxxxx, XX	$	[****]
CA091/37	ASN Pasadena LLC	Archstone Pasadena	00 Xxxxx Xxx Xxxxx Xxxxxx Xxxxxxxx, XX	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	000 X. Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxx, XX	$	[****]
CA040/99	Archstone Willow Xxxx LLC	Archstone Willow Xxxx	0000 Xxxxxxx Xxxxx Xxx Xxxx, XX	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	00 Xxxxxx Xxxxx Xxxxxxx Xxxx, XX	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool
CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx, XX	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	0000 Xxxxx Xxxx Xxxx Xxxxxxx, XX	$	[****]
CA175/198	ASN Mountain View LLC	Oakwood Mountain View	000 X. Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA169/200	ASN San Xxxx LLC	Oakwood San Xxxx South	000 X. Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	000 Xxxxx Xxxxxx Xxxxxx, XX	$	[****]

A-4


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	000 Xxxxx Xxxxxx Xxxx Xxxxx, XX	$	[****]
CA172/204	ASN Marina LLC	Oakwood Marina Del Rey	0000 Xxx Xxxxxx Xxxxxx Xxx Xxx, XX	$	[****]
CA173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	0000-0000 Xxxxxx Xxxx. Xxx Xxxxxxx, XX	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx, XX	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	000 000xx Xxxxxx XX Xxxxxxxx, XX	$	[****]
WA042/208	ASN Seattle LLC	Archstone Xxxxxxx Bay	000 0xx Xxxxxx X Xxxxxxx, XX	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	000-000 X. 00xx Xxxxxx Xxxxxxxxxxxx, XX	$	[****]
DC011/189	Xxxxx Property Holdings Van Ness L.P.	Archstone Xxxxxx Park	0000 Xxxxxx Xxxx, XX Xxxxxxxxxx, XX	$	[****]
DC009/188	Xxxxx Property Holdings Van Ness L.P.	Archstone Tunlaw Gardens	0000 Xxxxx Xxxxx, XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool
MA039/7	ASN Quincy LLC (f/k/a Xxxxx Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	00 X. Xxxxxxxx Xxxxxx Xxxxxx, XX	$	[****]
CA212/46	ASN Ventura Colony LLC (f/k/a ASN Ventura Colony 1031, LLC)	Archstone Ventura Colony	0000 Xxxxxxx Xxxx Xxxxxxx, XX	$	[****]
CA019/213	ASN Long Beach Harbor LLC (f/k/a ASN Long Beach Harbor 1031, LLC)	Archstone Long Beach Harbor (Bellamar)	0000 Xxxxxx Xxxxxx Xxxx Xxxxx, XX	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	00000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, XX	$	[****]

A-5


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	000 Xxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
DC005/182	Xxxxx Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	0000 00xx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
XX000/000	Xxxxxxxxx Xxxxxxx Xxxxx LLC	Crystal Place	0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA062/155	Xxxxx Property Holdings Xxxxxxxx House, L.L.C.	The Xxxxxxxx	000 00^xx Xxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	000 X. Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	000 X. Xxxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	0000 Xxxxxxx Xxxxxxxx Xx. Xxxxxxx, XX	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	00000 Xxxxxxx Xxx Xxxxx Xxxxxx, XX	$	[****]
DC018/185	Xxxxx Property Holdings Consulate L.L.C.	The Consulate	0000 Xxx Xxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC010/187	Xxxxx Property Holdings One (D.C.) L.P.	The Statesman	0000 X Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
XX000/000	Xxxxxxxxx Xxxxxxx Xxxxx LLC	Gateway Place	000 Xxxxx 00xx Xxxxxx Xxxxxxxxx, XX	$	[****]
DC004/184	Xxxxx Property Holdings Five (D.C.) L.P.	The Albemarle	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
CA023/13	Archstone Sierra del Oro LLC	Archstone Sierra del Oro	0000 Xxxxxx Xxxx Xxxxx Xxxxxx, XX	$	[****]
MD042/173	Archstone Xxxxxxx at Russett I (Borrower) LLC and Archstone Xxxxxxx at Russett II (Borrower) LLC	Archstone Russett	0000 Xxxxxx Xxxxxxx Xxxxx Xxxxxx, XX	$	[****]
	IDOT Guarantor: ASN Xxxxxxx at Xxxxxxx I LLC and ASN Xxxxxxx at Russett II LLC	Archstone Russett	0000 Xxxxxx Xxxxxxx Xxxxx Xxxxxx, XX

A-6


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA043/151/152	Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC	Archstone Xxxxxxx Xxxxxx/Lofts 590	0000 X. Xxxx Xxxxxx; 000 X. 00xx Xxxxxx Xxxxxxxxx, XX	$	[****]
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool
WA044/106	Archstone Cedar River LLC	Archstone Cedar River	00000 000xx Xxx XX Xxxxxx, XX	$	[****]
VA094/167	ASN Dulles LLC	Archstone Dulles	00000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxx XX	$	[****]
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool
NY027/61	ASN Xxxxxx Xxxx LLC	Archstone Xxxxxx Hill	000 X. 00x Xxxxxx Xxx Xxxx, XX	$	[****]
NY030/63	ASN Key West LLC	Key West	000 Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	000 Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	0000 Xxxxxx Xxxx Xxxx Xxx Xxxxx, XX	$	[****]
VA048/144	Archstone Newport Village I & II LLC and Archstone Newport Village III LLC	Archstone Newport Village (Phase I, II and III)	0000 X. Xxxxxxxx Xxxx Xxxxxxxxxx, XX	$	[****]
VA037/147	Xxxxx Property Holdings Crystal Houses L.L.C.	Crystal House	0000 X. Xxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
DC019/190	Xxxxx Property Holdings Van Ness L.P.	Archstone Xxx Xxxx	0000 Xxx Xxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]

A-7

THIRD AMENDMENT TO AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of October 17, 2011, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), and (ii) XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Xxxxxx Mae”).

RECITALS:

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect (i) the release of the Mortgaged Property commonly known as Archstone Newport Village located in Arlington, Virginia (“Archstone Newport Village”) from Collateral Pool 9; and (ii) the release of Archstone Newport Village I & II LLC and Archstone Newport Village III LLC (together, “Archstone Newport Borrower”) from Collateral Pool 9 and the Loan Documents to which it is a party.

AGREEMENT:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Release of Mortgaged Property. Archstone Newport Village is hereby released from Collateral Pool 9 under the Master Agreement.

3. Release of Archstone Newport Village Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, Archstone Newport Village Borrower is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder.

4. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

5. Limits on Personal Liability. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein

6. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

7. Applicable Law. The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Section were set forth in its entirety herein.

8. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

9. Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

The parties hereto have executed this Amendment on the date and year first above written.


BORROWER AGENT:

ARCHSTONE, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER:

				ASN Bear Hill LLC, a Delaware limited liability company

				ASN Quarry Hills LLC, a Delaware limited liability company

				ASN Watertown LLC, a Delaware limited liability company

				Archstone Cupertino LLC, a Delaware limited liability company

				Archstone Emerald Park LLC, a Delaware limited liability company

				Archstone Hacienda LLC, a Delaware limited liability company

				Archstone Mountain View LLC, a Delaware limited liability company

				Archstone Redwood Shores LLC, a Delaware limited liability company

				COLLATERAL POOL 2 BORROWER:

				ASN Xxxxxxx Square LLC, a Delaware limited liability company

				ASN Los Feliz LLC, a Delaware limited liability company

				Archstone Old Town Pasadena LLC, a Delaware limited liability company

				Archstone Playa del Rey LLC, a Delaware limited liability company

				Archstone Thousand Oaks LLC, a Delaware limited liability company

				Archstone Camargue I LLC, a Delaware limited liability company

				Archstone Camargue II LLC, a Delaware limited liability company

				Archstone Camargue III LLC, a Delaware limited liability company

				ASN La Jolla Colony LLC, a Delaware limited liability company

				ASN San Mateo LLC, a Delaware limited liability company

				Archstone South Market LLC, a Delaware limited liability company

				ASN Walnut Ridge LLC, a Delaware limited liability company

				ASN Xxxxxxx Lakeview LLC, a Delaware limited liability company

				COLLATERAL POOL 3 BORROWER:

				Archstone Del Mar Station LLC, a Delaware limited liability company

				Archstone Oak Creek I LLC, a Delaware limited liability company

				Archstone Oak Creek II LLC, a Delaware limited liability company

				ASN Santa Xxxxxx LLC, a Delaware limited liability company

S-1



				Archstone Santa Xxxxxx on Main LLC, a Delaware limited liability company

				ASN Studio City LLC, a Delaware limited liability company

				Archstone Studio City III-A LLC, a Delaware limited liability company

				Archstone Studio City III-B LLC, a Delaware limited liability company

				Archstone Studio City III-C LLC, a Delaware limited liability company

				Archstone Westside LLC, a Delaware limited liability company

				ASN Hoboken I LLC, a Delaware limited liability company

				ASN Hoboken II LLC, a Delaware limited liability company

				ASN Santa Xxxxx LLC, a Delaware limited liability company

				Xxxxx Property Holdings Parc Vista L.L.C., a Delaware limited liability company

				Xxxxx Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

				Xxxxx Property Holdings Xxxxxx L.L.C., a Delaware limited liability company

				Xxxxx Property Holdings Ballston Place L.L.C., a Delaware limited liability company

				Archstone Gallery at Rosslyn LLC a Delaware limited liability company

				Xxxxx Property Holdings Six (D.C.) L.P., a Delaware limited partnership

				Xxxxx Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

				COLLATERAL POOL 4 BORROWER:

				Archstone Xxxxxx’x Landing LLC, a Delaware limited liability company

				ASN CambridgePark LLC, a Delaware limited liability company

				Archstone Marina del Rey-I LLC, a Delaware limited liability company

				Archstone Marina del Rey-II LLC, a Delaware limited liability company

				Archstone Simi Valley LLC, a Delaware limited liability company

				Archstone Columbia Crossing LLC, a Delaware limited liability company

				Courthouse Hill LLC, a Delaware limited liability company

				Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

				Archstone Tysons Corner LLC, a Delaware limited liability company

				Xxxxx Property Holdings Reston Landing L.L.C., a Delaware limited liability company

S-2



				Xxxxx Property Holdings Three (D.C.) L.P., a Delaware limited partnership

				Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C., a Delaware limited liability company

				Xxxxx Xxxxxx, L.L.C., a District of Columbia limited liability company

				COLLATERAL POOL 5 BORROWER:

				Archstone Glendale LLC, a Delaware limited liability company

				ASN Pasadena LLC, a Delaware limited liability company

				ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

				Archstone Walnut Creek LLC, a Delaware limited liability company

				Archstone Willow Xxxx LLC, a Delaware limited liability company

				Archstone Harborside LLC, a Delaware limited liability company

				COLLATERAL POOL 6 BORROWER:

				ASN Ventura LLC, a Delaware limited liability company

				ASN Ventura Two LLC, a Delaware limited liability company

				ASN Ventura Four LLC, a Delaware limited liability company

				ASN Emeryville LLC, a Delaware limited liability company

				ASN Fairchase LLC, a Delaware limited liability company

				Archstone Fairchase II LLC, a Delaware limited liability company

				ASN Mountain View LLC, a Delaware limited liability company

				ASN San Xxxx LLC, a Delaware limited liability company

				Archstone Oakwood Boston LLC, a Delaware limited liability company

				ASN Long Beach LLC, a Delaware limited liability company

				ASN Marina LLC, a Delaware limited liability company

				Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

				ASN Woodland Hills East LLC, a Delaware limited liability company

				ASN Bellevue LLC, a Delaware limited liability company

				ASN Seattle LLC, a Delaware limited liability company

				Archstone Oakwood Arlington LLC, a Delaware limited liability company

				Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

				Xxxxx Property Holdings Van Ness L.P., a Delaware limited partnership

S-3



				COLLATERAL POOL 7 BORROWER:

				ASN Quincy LLC, a Delaware limited liability company

				ASN Ventura Colony LLC, a Delaware limited liability company

				ASN Long Beach Harbor LLC, a Delaware limited liability company

				ASN Fremont LLC, a Delaware limited liability company

				ASN Walnut Creek Station LLC, a Delaware limited liability company

				Archstone Crystal Place LLC, a Delaware limited liability company

				Xxxxx Property Holdings Xxxxxxxx House L.L.C., a Delaware limited liability company

				Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

				Archstone Lincoln Towers LLC, a Delaware limited liability company

				ASN Monument Park LLC, a Delaware limited liability company

				Archstone Charter Oak LLC, a Delaware limited liability company

				Xxxxx Property Holdings One (D.C.) L.P., a Delaware limited partnership

				Xxxxx Property Holdings Consulate L.L.C., a Delaware limited liability company

				Archstone Gateway Place LLC, a Delaware limited liability company

				Xxxxx Property Holdings Five (D.C.) L.P., a Delaware limited partnership

				Archstone Sierra del Oro LLC, a Delaware limited liability company

				Archstone Xxxxxxx at Russett I (Borrower) LLC, a Delaware limited liability company

				Archstone Xxxxxxx at Russett II (Borrower) LLC, a Delaware limited liability company

				Archstone Xxxxxxx Xxxxxx & Lofts 590 LLC, a Delaware limited liability company

				COLLATERAL POOL 8 BORROWER

				Archstone Cedar River LLC, a Delaware limited liability company

				ASN Dulles LLC, a Delaware limited liability company

				COLLATERAL POOL 9 BORROWER:

				ASN Xxxxxx Xxxx LLC, a Delaware limited liability company

S-4



				ASN Key West LLC, a Delaware limited liability company

				ASN Westmont LLC, a Delaware limited liability company

				ASN Encinitas LLC, a Delaware limited liability company

				Xxxxx Property Holdings Van Ness L.P., a Delaware limited partnership

				Archstone Newport Village I & II LLC, a Delaware limited liability company

				Archstone Newport Village III LLC, a Delaware limited liability company

				Xxxxx Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

				IDOT GUARANTOR:

				ASN Xxxxxxx at Xxxxxxx I LLC, a Delaware limited liability company

				ASN Xxxxxxx at Russett II LLC, a Delaware limited liability company

				By:		/s/ Xxxxxxx Xxxxxx
				Name:		Xxxxxxx Xxxxxx
				Title:		Group Vice President

S-5


				XXXXXX XXX:

				XXXXXX MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

				By:		/s/ Xxxxxxx X. Xxxx
				Name:		Xxxxxxx X. Xxxx
				Title:		Assistant Vice President

S-6

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY

AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS,

INITIAL MORTGAGED PROPERTIES, COLLATERAL POOLS,

INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool
MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	0000 Xxxx Xxxxxx Xxxxxxx, XX	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	000 Xxxxxxxx Xxxxx Xxxxxx, XX	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	00 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	0000 Xxxxxxx Xxxxx Xxxx. Xxxxxxxxx, XX	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	0000 Xxxxx Xxxxx Xxxxxx, XX	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	0000 Xxxxx Xxxxx Xxxxxxxxxx, XX	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	000 X. Xx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	000 Xxxxx Xxxx Xxxxxxx Xxxx, XX	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool
MA056/5	ASN Xxxxxxx Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Xxxxxxx Square	000 Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	0000 Xxxxxxxxx Xxxxx Xxx Xxxxxxx, XX	$	[****]
CA162/36	Archstone Old Town Pasadena LLC	Archstone Old Town Pasadena	000 Xxx Xxx Xxxxxxxxx Xxxxxxxx, XX	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	0000 Xxxxxxxx Xxxxx Xxxxx Xxx Xxx, XX	$	[****]
CA163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	000 X 00xx Xxx Xxxx, XX		$[****]

A-1


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	0000 Xxxxxxxx Xxxxx Xxx Xxxxx, XX	$	[****]
CA189/92	ASN San Mateo LLC	Archstone San Mateo	0000 Xxxx Xxxxx Xxx Xxxxx, XX	$	[****]
CA 000/00	Xxxxxxxxx Xxxxx Xxxxxx LLC	Archstone South Market	Xxx Xxxxx Xxxxxxx Xxxxx Xxx Xxxxxxxxx, XX	$	[****]
CA164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	0000 Xxxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
WA039/112	ASN Xxxxxxx Lakeview LLC	Archstone Xxxxxxx Lakeview	0000 X Xxxx Xxxxxxxxx Xxxx. XX, Xxxxxxx, XX	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool
CA 156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	000 Xxxxxx Xxxxxxx Xxxxxxxx, XX	$	[****]
CA151/35	Archstone Oak Creek I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	00000 Xxx Xxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
CA128/39	ASN Santa Xxxxxx LLC	Archstone Santa Xxxxxx	000 Xxxxxxxx Xxxxx Xxxxxx, XX	$	[****]
CA154/40	Archstone Santa Xxxxxx on Main LLC	Archstone Santa Xxxxxx on Main	0000 Xxxx Xxxxxx Xxxxx Xxxxxx, XX ,	$	[****]
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	00000 Xxxxxxxxx Xxxxx Xxxxxx Xxxx, XX	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	0000 Xxxxxxxx Xxxx. Xxx Xxxxxxx, XX	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	00 Xxxx Xxxxxx Xxxxxxx, XX	$	[****]
CA130/93	ASN Santa Xxxxx LLC	Archstone Santa Xxxxx	0000 Xxxx Xxxxx Xxxxx Xxxxx, XX	$	[****]
VA040/153	Xxxxx Property Holdings Pare Vista L.L.C.	Archstone Pentagon City	000 00xx Xxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA054/156	Xxxxx Property Holdings Water Park Towers L.L.C.	Water Park Towers	0000/0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA063/157	Xxxxx Property Holdings Xxxxxx L.L.C.	Archstone 0000 Xxxxxx Xxxxxxxxx	0000 Xxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
VA032/160	Xxxxx Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	0000 X. Xxx Xxxxxx Xxxxxxxxx, XX	$	[****]
DC017/181	Xxxxx Property Holdings Six (D.C.) L.P.	Connecticut Heights	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
DC014/183	Xxxxx Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	0000 Xxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool
MA038/4	Archstone Xxxxxx’x Landing LLC	Archstone Xxxxxx’x Landing	00 Xxxxxxxx Xxxxxx Xxxxxxx, XX	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	00 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxx, XX	$	[****]
CA119/34	Archstone Marina del Rey-I LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	0000 Xxx Xxxxxx Xxxxxx xxx Xxx, XX	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	0000 Xxxx Xxxxxxxxx Xxx Xxxx Xxxxxx, XX	$	[****]
DC016/177	Xxxxx Property Holdings Three (D.C.) L.P.	Archstone 0000 Xxxxxx Xxxxxx	0000 Xxxxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	0000 Xxxxxxxx Xxxx Xxxxxxxxx, XX	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	0000 X. Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	0000 Xxxxxxx Xxxx Xxxxxx, XX	$	[****]
VA065/168	Xxxxx Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	00000 Xxxxxxx Xxxx Xxxxx Xxxxxx, XX	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
DC008/178	Xxxxx Property Holdings Xxxxx Xxxxxx, L.L.C. and Xxxxx Xxxxxx, L.L.C.	Xxxxx Xxxxxx	0000 Xxxxxxxxxxxxx Xxx., XX Xxxxxxxxxx, XX	$	[****]
DC006/179	Xxxxx Property Holdings Three (D.C.) X.X.	Xxxxxxx Xxxxxxx	0000 Xxxxxxx Xxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC007/180	Xxxxx Property Holdings Three (D.C.) L.P.	Cleveland House	0000 00xx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool
CA109/31	Archstone Glendale LLC	Archstone Glendale	000 Xxxx Xxxxxxxx Xxxxxxxx, XX	$	[****]
CA091/37	ASN Pasadena LLC	Archstone Pasadena	00 Xxxxx Xxx Xxxxx Xxxxxx Xxxxxxxx, XX	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	000 X. Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxx, XX	$	[****]
CA040/99	Archstone Willow Xxxx LLC	Archstone Willow Xxxx	0000 Xxxxxxx Xxxxx Xxx Xxxx, XX	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	00 Xxxxxx Xxxxx Xxxxxxx Xxxx, XX	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool
CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx, XX	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	0000 Xxxxx Xxxx Xxxx Xxxxxxx, XX	$	[****]
CA175/198	ASN Mountain View LLC	Oakwood Mountain View	000 X. Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX	$	[****]
CA169/200	ASN San Xxxx LLC	Oakwood San Xxxx South	000 X. Xxxxxxxx Xxxxxx Xxx Xxxx, XX	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	000 Xxxxx Xxxxxx Xxxxxx, XX	$	[****]

A-4


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	000 Xxxxx Xxxxxx Xxxx Xxxxx, XX	$	[****]
CA172/204	ASN Marina LLC	Oakwood Marina Del Rey	0000 Xxx Xxxxxx Xxxxxx Xxx Xxx, XX	$	[****]
CA173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	0000-0000 Xxxxxx Xxxx. Xxx Xxxxxxx, XX	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx, XX	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	000 000xx Xxxxxx XX Xxxxxxxx, XX	$	[****]
WA042/208	ASN Seattle LLC	Archstone Xxxxxxx Bay	000 0xx Xxxxxx X Xxxxxxx, XX	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	000-000 X. 00xx Xxxxxx Xxxxxxxxxxxx, XX	$	[****]
DC011/189	Xxxxx Property Holdings Van Ness L.P.	Archstone Xxxxxx Park	0000 Xxxxxx Xxxx, XX Xxxxxxxxxx, XX	$	[****]
DC009/188	Xxxxx Property Holdings Van Ness L.P.	Archstone Tunlaw Gardens	0000 Xxxxx Xxxxx, XX Xxxxxxxxxx, XX	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool
MA039/7	ASN Quincy LLC (f/k/a Xxxxx Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	00 X. Xxxxxxxx Xxxxxx Xxxxxx, XX	$	[****]
CA212/46	ASN Ventura Colony LLC (f/k/a ASN Ventura Colony 1031, LLC)	Archstone Ventura Colony	0000 Xxxxxxx Xxxx Xxxxxxx, XX	$	[****]
CA019/213	ASN Long Beach Harbor LLC (f/k/a ASN Long Beach Harbor 1031, LLC)	Archstone Long Beach Harbor (Bellamar)	0000 Xxxxxx Xxxxxx Xxxx Xxxxx, XX	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	00000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, XX	$	[****]

A-5


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	000 Xxxxx Xxxx Xxxxxx Xxxxx, XX	$	[****]
DC005/182	Xxxxx Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	0000 00xx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
XX000/000	Xxxxxxxxx Xxxxxxx Xxxxx LLC	Crystal Place	0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA062/155	Xxxxx Property Holdings Xxxxxxxx House, L.L.C.	The Xxxxxxxx	000 00^xx Xxxxxx Xxxxx Xxxxxxxxx, XX	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	000 X. Xxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	000 X. Xxxxxxxx Xxxxxx Xxxxxxxxx, XX	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	0000 Xxxxxxx Xxxxxxxx Xx. Xxxxxxx, XX	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	00000 Xxxxxxx Xxx Xxxxx Xxxxxx, XX	$	[****]
DC018/185	Xxxxx Property Holdings Consulate L.L.C.	The Consulate	0000 Xxx Xxxx Xxxxxx, XX Xxxxxxxxxx, XX	$	[****]
DC010/187	Xxxxx Property Holdings One (D.C.) L.P.	The Statesman	2020 F Street, NW Washington, DC	$	[****]
VA047/209	Archstone Gateway Place LLC	Gateway Place	400 South 15th Street Arlington, VA	$	[****]
DC004/184	Smith Property Holdings Five (D.C.) L.P.	The Albemarle	4501 Connecticut Ave., NW Washington, DC	$	[****]
CA023/13	Archstone Sierra del Oro LLC	Archstone Sierra del Oro	1456 Serfas Club Drive Corona, CA	$	[****]
MD042/173	Archstone Meadows at Russett I (Borrower) LLC and Archstone Meadows at Russett II (Borrower) LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD	$	[****]

A-6


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
	IDOT Guarantor: ASN Meadows at Russett I LLC and ASN Meadows at Russett II LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD
VA043/151/152	Archstone Crystal Towers & Lofts 590 LLC	Archstone Crystal Towers/Lofts 590	1600 S. Eads Street; 590 S. 15th Street Arlington, VA	$	[****]
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool
WA044/106	Archstone Cedar River LLC	Archstone Cedar River	15205 140th Way SE Renton, WA	$	[****]
VA094/167	ASN Dulles LLC	Archstone Dulles	13800 Jefferson Park Drive Herndon VA	$	[****]
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool
NY027/61	ASN Murray Hill LLC	Archstone Murray Hill	245 E. 40m Street New York, NY	$	[****]
NY030/63	ASN Key West LLC	Key West	750 Columbus Avenue New York, NY	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	730 Columbus Avenue New York, NY	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	1100 Garden View Road San Diego, CA	$	[****]
VA037/147	Smith Property Holdings Crystal Houses L.L.C.	Crystal House	1900 S. Eads Street Arlington, VA	$	[****]
DC019/190	Smith Property Holdings Van Ness L.P.	Archstone Van Ness	3003 Van Ness Street, NW Washington, DC	$	[****]

A-7

FOURTH AMENDMENT TO AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of November 30, 2011, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), and (ii) FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).

RECITALS:

A. Borrower, IDOT Guarantor and Fannie Mae are parties to that certain Amended and Restated Master Credit Facility Agreement dated as of December 2, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Master Agreement”).

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect the release of the Mortgaged Property commonly known as Archstone Dulles located in Herndon, Virginia (“Archstone Dulles”) from Collateral Pool 8 and the Loan Documents to which it is a party.

AGREEMENT:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Release of Mortgaged Property. Archstone Dulles is hereby released from Collateral Pool 8 under the Master Agreement.

3. Release of Archstone Dulles Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, ASN Dulles LLC is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder.

4. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

5. Limits on Personal Liability. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein

6. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

7. Applicable Law. The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Section were set forth in its entirety herein.

8. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

[Remainder of page intentionally left blank]

The parties hereto have executed this Amendment on the date and year first above written.


BORROWER AGENT:

ARCHSTONE, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER:

				ASN Bear Hill LLC, a Delaware limited liability company

				ASN Quarry Hills LLC, a Delaware limited liability company

				ASN Watertown LLC, a Delaware limited liability company

				Archstone Cupertino LLC, a Delaware limited liability company

				Archstone Emerald Park LLC, a Delaware limited liability company

				Archstone Hacienda LLC, a Delaware limited liability company

				Archstone Mountain View LLC, a Delaware limited liability company

				Archstone Redwood Shores LLC, a Delaware limited liability company

				COLLATERAL POOL 2 BORROWER:

				ASN Kendall Square LLC, a Delaware limited liability company

				ASN Los Feliz LLC, a Delaware limited liability company

				Archstone Old Town Pasadena LLC, a Delaware limited liability company

				Archstone Playa del Rey LLC, a Delaware limited liability company

				Archstone Thousand Oaks LLC, a Delaware limited liability company

				Archstone Camargue I LLC, a Delaware limited liability company

				Archstone Camargue II LLC, a Delaware limited liability company

				Archstone Camargue III LLC, a Delaware limited liability company

				ASN La Jolla Colony LLC, a Delaware limited liability company

				ASN San Mateo LLC, a Delaware limited liability company

				Archstone South Market LLC, a Delaware limited liability company

				ASN Walnut Ridge LLC, a Delaware limited liability company

				ASN Redmond Lakeview LLC, a Delaware limited liability company

				COLLATERAL POOL 3 BORROWER:

				Archstone Del Mar Station LLC, a Delaware limited liability company

				Archstone Oak Creek I LLC, a Delaware limited liability company

				Archstone Oak Creek II LLC, a Delaware limited liability company

				ASN Santa Monica LLC, a Delaware limited liability company

S-1



				Archstone Santa Monica on Main LLC, a Delaware limited liability company

				ASN Studio City LLC, a Delaware limited liability company

				Archstone Studio City III-A LLC, a Delaware limited liability company

				Archstone Studio City III-B LLC, a Delaware limited liability company

				Archstone Studio City III-C LLC, a Delaware limited liability company

				Archstone Westside LLC, a Delaware limited liability company

				ASN Hoboken I LLC, a Delaware limited liability company

				ASN Hoboken II LLC, a Delaware limited liability company

				ASN Santa Clara LLC, a Delaware limited liability company

				Smith Property Holdings Parc Vista L.L.C., a Delaware limited liability company

				Smith Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

				Smith Property Holdings Wilson L.L.C., a Delaware limited liability company

				Smith Property Holdings Ballston Place L.L.C., a Delaware limited liability company

				Archstone Gallery at Rosslyn LLC a Delaware limited liability company

				Smith Property Holdings Six (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

				COLLATERAL POOL 4 BORROWER:

				Archstone Cronin’s Landing LLC, a Delaware limited liability company

				ASN CambridgePark LLC, a Delaware limited liability company

				Archstone Marina del Rey-I LLC, a Delaware limited liability company

				Archstone Marina del Rey-II LLC, a Delaware limited liability company

				Archstone Simi Valley LLC, a Delaware limited liability company

				Archstone Columbia Crossing LLC, a Delaware limited liability company

				Courthouse Hill LLC, a Delaware limited liability company

				Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

				Archstone Tysons Corner LLC, a Delaware limited liability company

				Smith Property Holdings Reston Landing L.L.C., a Delaware limited liability company

S-2



				Smith Property Holdings Three (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings Alban Towers, L.L.C., a Delaware limited liability company

				Alban Towers, L.L.C., a District of Columbia limited liability company

				COLLATERAL POOL 5 BORROWER:

				Archstone Glendale LLC, a Delaware limited liability company

				ASN Pasadena LLC, a Delaware limited liability company

				ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

				Archstone Walnut Creek LLC, a Delaware limited liability company

				Archstone Willow Glen LLC, a Delaware limited liability company

				Archstone Harborside LLC, a Delaware limited liability company

				COLLATERAL POOL 6 BORROWER:

				ASN Ventura LLC, a Delaware limited liability company

				ASN Ventura Two LLC, a Delaware limited liability company

				ASN Ventura Four LLC, a Delaware limited liability company

				ASN Emeryville LLC, a Delaware limited liability company

				ASN Fairchase LLC, a Delaware limited liability company

				Archstone Fairchase II LLC, a Delaware limited liability company

				ASN Mountain View LLC, a Delaware limited liability company

				ASN San Jose LLC, a Delaware limited liability company

				Archstone Oakwood Boston LLC, a Delaware limited liability company

				ASN Long Beach LLC, a Delaware limited liability company

				ASN Marina LLC, a Delaware limited liability company

				Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

				ASN Woodland Hills East LLC, a Delaware limited liability company

				ASN Bellevue LLC, a Delaware limited liability company

				ASN Seattle LLC, a Delaware limited liability company

				Archstone Oakwood Arlington LLC, a Delaware limited liability company

				Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

				Smith Property Holdings Van Ness L.P., a Delaware limited partnership

S-3


				COLLATERAL POOL 7 BORROWER:

				ASN Quincy LLC, a Delaware limited liability company

				ASN Ventura Colony LLC, a Delaware limited liability company

				ASN Long Beach Harbor LLC, a Delaware limited liability company

				ASN Fremont LLC, a Delaware limited liability company

				ASN Walnut Creek Station LLC, a Delaware limited liability company

				Archstone Crystal Place LLC, a Delaware limited liability company

				Smith Property Holdings Buchanan House L.L.C., a Delaware limited liability company

				Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

				Archstone Lincoln Towers LLC, a Delaware limited liability company

				ASN Monument Park LLC, a Delaware limited liability company

				Archstone Charter Oak LLC, a Delaware limited liability company

				Smith Property Holdings One (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings Consulate L.L.C., a Delaware limited liability company

				Archstone Gateway Place LLC, a Delaware limited liability company

				Smith Property Holdings Five (D.C.) L.P., a Delaware limited partnership

				Archstone Sierra del Oro LLC, a Delaware limited liability company

				Archstone Meadows at Russett I (Borrower) LLC, a Delaware limited liability company

				Archstone Meadows at Russett II (Borrower) LLC, a Delaware limited liability company

				Archstone Crystal Towers & Lofts 590 LLC, a Delaware limited liability company

				COLLATERAL POOL 8 BORROWER

				Archstone Cedar River LLC, a Delaware limited liability company

				ASN Dulles LLC, a Delaware limited liability company

				COLLATERAL POOL 9 BORROWER:

				ASN Murray Hill LLC, a Delaware limited liability company

S-4



				ASN Key West LLC, a Delaware limited liability company

				ASN Westmont LLC, a Delaware limited liability company

				ASN Encinitas LLC, a Delaware limited liability company

				Smith Property Holdings Van Ness L.P., a Delaware limited partnership

				Smith Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

				IDOT GUARANTOR:

				ASN Meadows at Russett I LLC, a Delaware limited liability company

				ASN Meadows at Russett II LLC, a Delaware limited liability company

				By:		/s/ Thomas S. Reif
				Name:		Thomas S. Reif
				Title:		Associate General Counsel
						Senior Vice President

S-5




				FANNIE MAE:

				FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

				By:		/s/ Michael W. Dick
				Name:		Michael W. Dick
				Title:		Assistant Vice President

S-6

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS,

INITIAL MORTGAGED PROPERTIES, COLLATERAL POOLS,

INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool
MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	1449 Main Street Waltham, MA	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	333 Ricciuti Drive Quincy, MA	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	20 Watertown Street Watertown, MA	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	5608 Stevens Creek Blvd. Cupertino, CA	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	5095 Haven Place Dublin, CA	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	5650 Owens Drive Pleasanton, CA	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	870 E. El Camino Real Mountain View, CA	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	850 Davit Lane Redwood City, CA	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool
MA056/5	ASN Kendall Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Kendall Square	195 Binney Street Cambridge, MA	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	3100 Riverside Drive Los Angeles, CA	$	[****]
CA162/36	Archstone Old Town Pasadena LLC	Archstone Old Town Pasadena	350 Del Mar Boulevard Pasadena, CA	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	8700 Pershing Drive Playa Del Rey, CA	$	[****]
CA163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	351 Hodencamp Road Thousand Oaks, CA	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	303 E 83rd New York, NY	$	[****]

A-1


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	7205 Charmant Drive San Diego, CA	$	[****]
CA189/92	ASN San Mateo LLC	Archstone San Mateo	1101 Park Place San Mateo, CA	$	[****]
CA 190/95	Archstone South Market LLC	Archstone South Market	One Saint Francis Place San Francisco, CA	$	[****]
CA164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	2992 Santos Lane Walnut Creek, CA	$	[****]
WA039/112	ASN Redmond Lakeview LLC	Archstone Redmond Lakeview	4250 W Lake Sammamish Pkwy. NE, Redmond, WA	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool
CA 156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	265 Arroyo Parkway Pasadena, CA	$	[****]
CA151/35	Archstone Oak Creek I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	29128 Oak Creek Lane Agoura Hills, CA	$	[****]
CA128/39	ASN Santa Monica LLC	Archstone Santa Monica	425 Broadway Santa Monica, CA	$	[****]
CA154/40	Archstone Santa Monica on Main LLC	Archstone Santa Monica on Main	2000 Main Street Santa Monica, CA ,	$	[****]
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	10979 Bluffside Drive Studio City, CA	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	3165 Sawtelle Blvd. Los Angeles, CA	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	77 Park Avenue Hoboken, NJ	$	[****]
CA130/93	ASN Santa Clara LLC	Archstone Santa Clara	1650 Hope Drive Santa Clara, CA	$	[****]
VA040/153	Smith Property Holdings Pare Vista L.L.C.	Archstone Pentagon City	801 15th Street South Arlington, VA	$	[****]
VA054/156	Smith Property Holdings Water Park Towers L.L.C.	Water Park Towers	1501/1505 Crystal Drive Arlington, VA	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA063/157	Smith Property Holdings Wilson L.L.C.	Archstone 2201 Wilson Boulevard	2201 Wilson Boulevard Arlington, VA	$	[****]
VA032/160	Smith Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	901 N. Pollard Street Arlington, VA	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	1800 N. Oak Street Arlington, VA	$	[****]
DC017/181	Smith Property Holdings Six (D.C.) L.P.	Connecticut Heights	4850 Connecticut Ave., NW Washington, DC	$	[****]
DC014/183	Smith Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	4411 Connecticut Ave., NW Washington, DC	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool
MA038/4	Archstone Cronin’s Landing LLC	Archstone Cronin’s Landing	25 Crescent Street Waltham, MA	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	30 Cambridge Park Drive Cambridge, MA	$	[****]
CA119/34	Archstone Marina del Rey-I LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	4157 Via Marina Marina del Rey, CA	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	1579 East Jefferson Way Simi Valley, CA	$	[****]
DC016/177	Smith Property Holdings Three (D.C.) L.P.	Archstone 2501 Porter Street	2501 Porter Street, NW Washington, DC	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	1957 Columbia Pike Arlington, VA	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	1320 N. Veitch Street Arlington, VA	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	2250 Clarendon Boulevard Arlington, VA	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	1723 Gosnell Road Vienna, VA	$	[****]
VA065/168	Smith Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	12000 Cameron Pond Drive Reston, VA	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
DC008/178	Smith Property Holdings Alban Towers, L.L.C. and Alban Towers, L.L.C.	Alban Towers	3700 Massachusetts Ave., NW Washington, DC	$	[****]
DC006/179	Smith Property Holdings Three (D.C.) L.P.	Calvert Woodley	2601 Woodley Place, NW Washington, DC	$	[****]
DC007/180	Smith Property Holdings Three (D.C.) L.P.	Cleveland House	2727 29th Street, NW Washington, DC	$	[****]
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool
CA109/31	Archstone Glendale LLC	Archstone Glendale	201 West Fairview Glendale, CA	$	[****]
CA091/37	ASN Pasadena LLC	Archstone Pasadena	25 South Oak Knoll Avenue Pasadena, CA	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	235 N. Conejo School Road Thousand Oaks, CA	$	[****]
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	1445 Treat Boulevard Walnut Creek, CA	$	[****]
CA040/99	Archstone Willow Glen LLC	Archstone Willow Glen	3200 Rublino Drive San Jose, CA	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	11 Avocet Drive Redwood City, CA	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool
CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	930 Pacific Strand Court Ventura, CA	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	6401 Shellmound Street Emeryville, CA	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	4411 Dixie Hill Road Fairfax, VA	$	[****]
CA175/198	ASN Mountain View LLC	Oakwood Mountain View	555 W. Middlefield Road Mountain View, CA	$	[****]
CA169/200	ASN San Jose LLC	Oakwood San Jose South	700 S. Saratoga Avenue San Jose, CA	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	131 State Street Boston, MA	$	[****]

A-4


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	333 First Street Seal Beach, CA	$	[****]
CA172/204	ASN Marina LLC	Oakwood Marina Del Rey	4111 Via Marina Marina Del Rey, CA	$	[****]
CA173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	3600-3720 Barham Blvd. Los Angeles, CA	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	22122 Victory Boulevard Woodland Hills, CA	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	938 110th Avenue NE Bellevue, WA	$	[****]
WA042/208	ASN Seattle LLC	Archstone Elliott Bay	312 2nd Avenue W Seattle, WA	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	1550 Clarendon Boulevard Arlington, VA	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	110-116 S. 16th Street Philadelphia, PA	$	[****]
DC011/189	Smith Property Holdings Van Ness L.P.	Archstone Glover Park	3850 Tunlaw Road, NW Washington, DC	$	[****]
DC009/188	Smith Property Holdings Van Ness L.P.	Archstone Tunlaw Gardens	3903 Davis Place, NW Washington, DC	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool
MA039/7	ASN Quincy LLC (f/k/a Smith Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	95 W. Squantum Street Quincy, MA	$	[****]
CA212/46	ASN Ventura Colony LLC (f/k/a ASN Ventura Colony 1031, LLC)	Archstone Ventura Colony	1024 Britten Lane Ventura, CA	$	[****]
CA019/213	ASN Long Beach Harbor LLC (f/k/a ASN Long Beach Harbor 1031, LLC)	Archstone Long Beach Harbor (Bellamar)	1613 Ximeno Avenue Long Beach, CA	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	39410 Civic Center Drive Fremont, CA	$	[****]

A-5


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	121 Roble Road Walnut Creek, CA	$	[****]
DC005/182	Smith Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	1616 18th Street, NW Washington, DC	$	[****]
VA039/148	Archstone Crystal Place LLC	Crystal Place	1801 Crystal Drive Arlington, VA	$	[****]
VA062/155	Smith Property Holdings Buchanan House, L.L.C.	The Buchanan	320 23^rd Street South Arlington, VA	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	901 N. Nelson Street Arlington, VA	$	[****]
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	850 N. Randolph Street Arlington, VA	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	4457 Oakdale Crescent Ct. Fairfax, VA	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	11637 Charter Oak Court Reston, VA	$	[****]
DC018/185	Smith Property Holdings Consulate L.L.C.	The Consulate	2950 Van Ness Street, NW Washington, DC	$	[****]
DC010/187	Smith Property Holdings One (D.C.) L.P.	The Statesman	2020 F Street, NW Washington, DC	$	[****]
VA047/209	Archstone Gateway Place LLC	Gateway Place	400 South 15th Street Arlington, VA	$	[****]
DC004/184	Smith Property Holdings Five (D.C.) L.P.	The Albemarle	4501 Connecticut Ave., NW Washington, DC	$	[****]
CA023/13	Archstone Sierra del Oro LLC	Archstone Sierra del Oro	1456 Serfas Club Drive Corona, CA	$	[****]
MD042/173	Archstone Meadows at Russett I (Borrower) LLC and Archstone Meadows at Russett II (Borrower) LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD	$	[****]

A-6


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
	IDOT Guarantor: ASN Meadows at Russett I LLC and ASN Meadows at Russett II LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD
VA043/151/152	Archstone Crystal Towers & Lofts 590 LLC	Archstone Crystal Towers/Lofts 590	1600 S. Eads Street; 590 S. 15th Street Arlington, VA	$	[****]
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool
WA044/106	Archstone Cedar River LLC	Archstone Cedar River	15205 140th Way SE Renton, WA	$	[****]
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool
NY027/61	ASN Murray Hill LLC	Archstone Murray Hill	245 E. 40m Street New York, NY	$	[****]
NY030/63	ASN Key West LLC	Key West	750 Columbus Avenue New York, NY	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	730 Columbus Avenue New York, NY	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	1100 Garden View Road San Diego, CA	$	[****]
VA037/147	Smith Property Holdings Crystal Houses L.L.C.	Crystal House	1900 S. Eads Street Arlington, VA	$	[****]
DC019/190	Smith Property Holdings Van Ness L.P.	Archstone Van Ness	3003 Van Ness Street, NW Washington, DC	$	[****]

A-7

FIFTH AMENDMENT TO AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of March 12, 2012, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), and (ii) FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).

RECITALS:

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect the release of the Mortgaged Property commonly known as The Buchanan located in Arlington, Virginia (“The Buchanan”) from Collateral Pool 7 and the Loan Documents to which it is a party.

AGREEMENT:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Release of Mortgaged Property. The Buchanan is hereby released from Collateral Pool 7 under the Master Agreement.

3. Release of The Buchanan Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, Smith Property Holdings Buchanan House L.L.C. is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder.

4. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

6. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

8. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

[Remainder of page intentionally left blank]

The parties hereto have executed this Amendment on the date and year first above written.


BORROWER AGENT:

ARCHSTONE, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER:

				ASN Bear Hill LLC, a Delaware limited liability company

				ASN Quarry Hills LLC, a Delaware limited liability company

				ASN Watertown LLC, a Delaware limited liability company

				Archstone Cupertino LLC, a Delaware limited liability company

				Archstone Emerald Park LLC, a Delaware limited liability company

				Archstone Hacienda LLC, a Delaware limited liability company

				Archstone Mountain View LLC, a Delaware limited liability company

				Archstone Redwood Shores LLC, a Delaware limited liability company

				COLLATERAL POOL 2 BORROWER:

				ASN Kendall Square LLC, a Delaware limited liability company

				ASN Los Feliz LLC, a Delaware limited liability company

				Archstone Old Town Pasadena LLC, a Delaware limited liability company

				Archstone Playa del Rey LLC, a Delaware limited liability company

				Archstone Thousand Oaks LLC, a Delaware limited liability company

				Archstone Camargue I LLC, a Delaware limited liability company

				Archstone Camargue II LLC, a Delaware limited liability company

				Archstone Camargue III LLC, a Delaware limited liability company

				ASN La Jolla Colony LLC, a Delaware limited liability company

				ASN San Mateo LLC, a Delaware limited liability company

				Archstone South Market LLC, a Delaware limited liability company

				ASN Walnut Ridge LLC, a Delaware limited liability company

				ASN Redmond Lakeview LLC, a Delaware limited liability company

				COLLATERAL POOL 3 BORROWER:

				Archstone Del Mar Station LLC, a Delaware limited liability company

				Archstone Oak Creek I LLC, a Delaware limited liability company

				Archstone Oak Creek II LLC, a Delaware limited liability company

				ASN Santa Monica LLC, a Delaware limited liability company

S-1



				Archstone Santa Monica on Main LLC, a Delaware limited liability company

				ASN Studio City LLC, a Delaware limited liability company

				Archstone Studio City III-A LLC, a Delaware limited liability company

				Archstone Studio City III-B LLC, a Delaware limited liability company

				Archstone Studio City III-C LLC, a Delaware limited liability company

				Archstone Westside LLC, a Delaware limited liability company

				ASN Hoboken I LLC, a Delaware limited liability company

				ASN Hoboken II LLC, a Delaware limited liability company

				ASN Santa Clara LLC, a Delaware limited liability company

				Smith Property Holdings Parc Vista L.L.C., a Delaware limited liability company

				Smith Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

				Smith Property Holdings Wilson L.L.C., a Delaware limited liability company

				Smith Property Holdings Ballston Place L.L.C., a Delaware limited liability company

				Archstone Gallery at Rosslyn LLC a Delaware limited liability company

				Smith Property Holdings Six (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

				COLLATERAL POOL 4 BORROWER:

				Archstone Cronin’s Landing LLC, a Delaware limited liability company

				ASN CambridgePark LLC, a Delaware limited liability company

				Archstone Marina del Rey-I LLC, a Delaware limited liability company

				Archstone Marina del Rey-II LLC, a Delaware limited liability company

				Archstone Simi Valley LLC, a Delaware limited liability company

				Archstone Columbia Crossing LLC, a Delaware limited liability company

				Courthouse Hill LLC, a Delaware limited liability company

				Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

				Archstone Tysons Corner LLC, a Delaware limited liability company

				Smith Property Holdings Reston Landing L.L.C., a Delaware limited liability company

S-2



				Smith Property Holdings Three (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings Alban Towers, L.L.C., a Delaware limited liability company

				Alban Towers, L.L.C., a District of Columbia limited liability company

				COLLATERAL POOL 5 BORROWER:

				Archstone Glendale LLC, a Delaware limited liability company

				ASN Pasadena LLC, a Delaware limited liability company

				ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

				Archstone Walnut Creek LLC, a Delaware limited liability company

				Archstone Willow Glen LLC, a Delaware limited liability company

				Archstone Harborside LLC, a Delaware limited liability company

				COLLATERAL POOL 6 BORROWER:

				ASN Ventura LLC, a Delaware limited liability company

				ASN Ventura Two LLC, a Delaware limited liability company

				ASN Ventura Four LLC, a Delaware limited liability company

				ASN Emeryville LLC, a Delaware limited liability company

				ASN Fairchase LLC, a Delaware limited liability company

				Archstone Fairchase II LLC, a Delaware limited liability company

				ASN Mountain View LLC, a Delaware limited liability company

				ASN San Jose LLC, a Delaware limited liability company

				Archstone Oakwood Boston LLC, a Delaware limited liability company

				ASN Long Beach LLC, a Delaware limited liability company

				ASN Marina LLC, a Delaware limited liability company

				Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

				ASN Woodland Hills East LLC, a Delaware limited liability company

				ASN Bellevue LLC, a Delaware limited liability company

				ASN Seattle LLC, a Delaware limited liability company

				Archstone Oakwood Arlington LLC, a Delaware limited liability company

				Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

				Smith Property Holdings Van Ness L.P., a Delaware limited partnership

S-3


				COLLATERAL POOL 7 BORROWER:

				ASN Quincy LLC, a Delaware limited liability company

				ASN Ventura Colony LLC, a Delaware limited liability company

				ASN Long Beach Harbor LLC, a Delaware limited liability company

				ASN Fremont LLC, a Delaware limited liability company

				ASN Walnut Creek Station LLC, a Delaware limited liability company

				Archstone Crystal Place LLC, a Delaware limited liability company

				Smith Property Holdings Buchanan House L.L.C., a Delaware limited liability company

				Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

				Archstone Lincoln Towers LLC, a Delaware limited liability company

				ASN Monument Park LLC, a Delaware limited liability company

				Archstone Charter Oak LLC, a Delaware limited liability company

				Smith Property Holdings One (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings Consulate L.L.C., a Delaware limited liability company

				Archstone Gateway Place LLC, a Delaware limited liability company

				Smith Property Holdings Five (D.C.) L.P., a Delaware limited partnership

				Archstone Sierra del Oro LLC, a Delaware limited liability company

				Archstone Meadows at Russett I (Borrower) LLC, a Delaware limited liability company

				Archstone Meadows at Russett II (Borrower) LLC, a Delaware limited liability company

				Archstone Crystal Towers & Lofts 590 LLC, a Delaware limited liability company

				COLLATERAL POOL 8 BORROWER

				Archstone Cedar River LLC, a Delaware limited liability company

				COLLATERAL POOL 9 BORROWER:

				ASN Murray Hill LLC, a Delaware limited liability company

				ASN Key West LLC, a Delaware limited liability company

S-4



				ASN Westmont LLC, a Delaware limited liability company

				ASN Encinitas LLC, a Delaware limited liability company

				Smith Property Holdings Van Ness L.P., a Delaware limited partnership

				Smith Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

				IDOT GUARANTOR:

				ASN Meadows at Russett I LLC, a Delaware limited liability company

				ASN Meadows at Russett II LLC, a Delaware limited liability company

				By:		/s/ Michael Berman
				Name:		Michael Berman
				Title:		Group Vice President

S-5


				FANNIE MAE:

				FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

				By:		/s/ Michael W. Dick
				Name:		Michael W. Dick
				Title:		Assistant Vice President

S-6

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS,

INITIAL MORTGAGED PROPERTIES, COLLATERAL POOLS,

INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool
MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	1449 Main Street Waltham, MA	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	333 Ricciuti Drive Quincy, MA	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	20 Watertown Street Watertown, MA	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	5608 Stevens Creek Blvd. Cupertino, CA	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	5095 Haven Place Dublin, CA	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	5650 Owens Drive Pleasanton, CA	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	870 E. El Camino Real Mountain View, CA	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	850 Davit Lane Redwood City, CA	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool

MA056/5	ASN Kendall Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Kendall Square	195 Binney Street Cambridge, MA	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	3100 Riverside Drive Los Angeles, CA	$	[****]
CA162/36	Archstone Old Town Pasadena LLC	Archstone Old Town Pasadena	350 Del Mar Boulevard Pasadena, CA	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	8700 Pershing Drive Playa Del Rey, CA	$	[****]
CA163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	351 Hodencamp Road Thousand Oaks, CA	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	303 E 83rd New York, NY	$	[****]

A-1


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	7205 Charmant Drive San Diego, CA	$	[****]
CA189/92	ASN San Mateo LLC	Archstone San Mateo	1101 Park Place San Mateo, CA	$	[****]
CA 190/95	Archstone South Market LLC	Archstone South Market	One Saint Francis Place San Francisco, CA	$	[****]
CA164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	2992 Santos Lane Walnut Creek, CA	$	[****]
WA039/112	ASN Redmond Lakeview LLC	Archstone Redmond Lakeview	4250 W Lake Sammamish Pkwy. NE, Redmond, WA	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool

CA 156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	265 Arroyo Parkway Pasadena, CA	$	[****]
CA151/35	Archstone Oak Creek I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	29128 Oak Creek Lane Agoura Hills, CA	$	[****]
CA128/39	ASN Santa Monica LLC	Archstone Santa Monica	425 Broadway Santa Monica, CA	$	[****]
CA154/40	Archstone Santa Monica on Main LLC	Archstone Santa Monica on Main	2000 Main Street Santa Monica, CA ,	$	[****]
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	10979 Bluffside Drive Studio City, CA	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	3165 Sawtelle Blvd. Los Angeles, CA	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	77 Park Avenue Hoboken, NJ	$	[****]
CA130/93	ASN Santa Clara LLC	Archstone Santa Clara	1650 Hope Drive Santa Clara, CA	$	[****]
VA040/153	Smith Property Holdings Pare Vista L.L.C.	Archstone Pentagon City	801 15th Street South Arlington, VA	$	[****]
VA054/156	Smith Property Holdings Water Park Towers L.L.C.	Water Park Towers	1501/1505 Crystal Drive Arlington, VA	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA063/157	Smith Property Holdings Wilson L.L.C.	Archstone 2201 Wilson Boulevard	2201 Wilson Boulevard Arlington, VA	$	[****]
VA032/160	Smith Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	901 N. Pollard Street Arlington, VA	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	1800 N. Oak Street Arlington, VA	$	[****]
DC017/181	Smith Property Holdings Six (D.C.) L.P.	Connecticut Heights	4850 Connecticut Ave., NW Washington, DC	$	[****]
DC014/183	Smith Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	4411 Connecticut Ave., NW Washington, DC	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool

MA038/4	Archstone Cronin’s Landing LLC	Archstone Cronin’s Landing	25 Crescent Street Waltham, MA	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	30 Cambridge Park Drive Cambridge, MA	$	[****]
CA119/34	Archstone Marina del Rey-I LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	4157 Via Marina Marina del Rey, CA	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	1579 East Jefferson Way Simi Valley, CA	$	[****]
DC016/177	Smith Property Holdings Three (D.C.) L.P.	Archstone 2501 Porter Street	2501 Porter Street, NW Washington, DC	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	1957 Columbia Pike Arlington, VA	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	1320 N. Veitch Street Arlington, VA	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	2250 Clarendon Boulevard Arlington, VA	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	1723 Gosnell Road Vienna, VA	$	[****]
VA065/168	Smith Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	12000 Cameron Pond Drive Reston, VA	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
DC008/178	Smith Property Holdings Alban Towers, L.L.C. and Alban Towers, L.L.C.	Alban Towers	3700 Massachusetts Ave., NW Washington, DC	$	[****]
DC006/179	Smith Property Holdings Three (D.C.) L.P.	Calvert Woodley	2601 Woodley Place, NW Washington, DC	$	[****]
DC007/180	Smith Property Holdings Three (D.C.) L.P.	Cleveland House	2727 29th Street, NW Washington, DC	$	[****]
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool

CA109/31	Archstone Glendale LLC	Archstone Glendale	201 West Fairview Glendale, CA	$	[****]
CA091/37	ASN Pasadena LLC	Archstone Pasadena	25 South Oak Knoll Avenue Pasadena, CA	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	235 N. Conejo School Road Thousand Oaks, CA	$	[****]
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	1445 Treat Boulevard Walnut Creek, CA	$	[****]
CA040/99	Archstone Willow Glen LLC	Archstone Willow Glen	3200 Rublino Drive San Jose, CA	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	11 Avocet Drive Redwood City, CA	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool

CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	930 Pacific Strand Court Ventura, CA	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	6401 Shellmound Street Emeryville, CA	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	4411 Dixie Hill Road Fairfax, VA	$	[****]
CA175/198	ASN Mountain View LLC	Oakwood Mountain View	555 W. Middlefield Road Mountain View, CA	$	[****]
CA169/200	ASN San Jose LLC	Oakwood San Jose South	700 S. Saratoga Avenue San Jose, CA	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	131 State Street Boston, MA	$	[****]

A-4


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	333 First Street Seal Beach, CA	$	[****]
CA172/204	ASN Marina LLC	Oakwood Marina Del Rey	4111 Via Marina Marina Del Rey, CA	$	[****]
CA173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	3600-3720 Barham Blvd. Los Angeles, CA	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	22122 Victory Boulevard Woodland Hills, CA	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	938 110th Avenue NE Bellevue, WA	$	[****]
WA042/208	ASN Seattle LLC	Archstone Elliott Bay	312 2nd Avenue W Seattle, WA	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	1550 Clarendon Boulevard Arlington, VA	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	110-116 S. 16th Street Philadelphia, PA	$	[****]
DC011/189	Smith Property Holdings Van Ness L.P.	Archstone Glover Park	3850 Tunlaw Road, NW Washington, DC	$	[****]
DC009/188	Smith Property Holdings Van Ness L.P.	Archstone Tunlaw Gardens	3903 Davis Place, NW Washington, DC	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool

MA039/7	ASN Quincy LLC (f/k/a Smith Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	95 W. Squantum Street Quincy, MA	$	[****]
CA212/46	ASN Ventura Colony LLC (f/k/a ASN Ventura Colony 1031, LLC)	Archstone Ventura Colony	1024 Britten Lane Ventura, CA	$	[****]
CA019/213	ASN Long Beach Harbor LLC (f/k/a ASN Long Beach Harbor 1031, LLC)	Archstone Long Beach Harbor (Bellamar)	1613 Ximeno Avenue Long Beach, CA	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	39410 Civic Center Drive Fremont, CA	$	[****]

A-5


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	121 Roble Road Walnut Creek, CA	$	[****]
DC005/182	Smith Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	1616 18th Street, NW Washington, DC	$	[****]
VA039/148	Archstone Crystal Place LLC	Crystal Place	1801 Crystal Drive Arlington, VA	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	901 N. Nelson Street Arlington, VA	$	[****]
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	850 N. Randolph Street Arlington, VA	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	4457 Oakdale Crescent Ct. Fairfax, VA	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	11637 Charter Oak Court Reston, VA	$	[****]
DC018/185	Smith Property Holdings Consulate L.L.C.	The Consulate	2950 Van Ness Street, NW Washington, DC	$	[****]
DC010/187	Smith Property Holdings One (D.C.) L.P.	The Statesman	2020 F Street, NW Washington, DC	$	[****]
VA047/209	Archstone Gateway Place LLC	Gateway Place	400 South 15th Street Arlington, VA	$	[****]
DC004/184	Smith Property Holdings Five (D.C.) L.P.	The Albemarle	4501 Connecticut Ave., NW Washington, DC	$	[****]
CA023/13	Archstone Sierra del Oro LLC	Archstone Sierra del Oro	1456 Serfas Club Drive Corona, CA	$	[****]
MD042/173	Archstone Meadows at Russett I (Borrower) LLC and Archstone Meadows at Russett II (Borrower) LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD	$	[****]
	IDOT Guarantor: ASN Meadows at Russett I LLC and ASN Meadows at Russett II LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD

A-6


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA043/151/152	Archstone Crystal Towers & Lofts 590 LLC	Archstone Crystal Towers/Lofts 590	1600 S. Eads Street; 590 S. 15th Street Arlington, VA	$	[****]
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool

WA044/106	Archstone Cedar River LLC	Archstone Cedar River	15205 140th Way SE Renton, WA	$	[****]
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool

NY027/61	ASN Murray Hill LLC	Archstone Murray Hill	245 E. 40m Street New York, NY	$	[****]
NY030/63	ASN Key West LLC	Key West	750 Columbus Avenue New York, NY	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	730 Columbus Avenue New York, NY	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	1100 Garden View Road San Diego, CA	$	[****]
VA037/147	Smith Property Holdings Crystal Houses L.L.C.	Crystal House	1900 S. Eads Street Arlington, VA	$	[****]
DC019/190	Smith Property Holdings Van Ness L.P.	Archstone Van Ness	3003 Van Ness Street, NW Washington, DC	$	[****]

A-7

SIXTH AMENDMENT TO AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of August 31, 2012, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), and (ii) FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).

RECITALS:

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect the release of the Mortgaged Property commonly known as Archstone Long Beach Harbor (Bellamar) located in Long Beach, California (“Long Beach Harbor”) from Collateral Pool 7 and the Loan Documents to which it is a party.

AGREEMENT:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Release of Mortgaged Property. Long Beach Harbor is hereby released from Collateral Pool 7 under the Master Agreement.

3. Release of Long Beach Harbor Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, ASN Long Beach Harbor LLC is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder.

4. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

6. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

8. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

[Remainder of page intentionally left blank]

The parties hereto have executed this Amendment on the date and year first above written.



BORROWER AGENT:

ARCHSTONE, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER:

				ASN Bear Hill LLC, a Delaware limited liability company

				ASN Quarry Hills LLC, a Delaware limited liability company

				ASN Watertown LLC, a Delaware limited liability company

				Archstone Cupertino LLC, a Delaware limited liability company

				Archstone Emerald Park LLC, a Delaware limited liability company

				Archstone Hacienda LLC, a Delaware limited liability company

				Archstone Mountain View LLC, a Delaware limited liability company

				Archstone Redwood Shores LLC, a Delaware limited liability company

				COLLATERAL POOL 2 BORROWER:

				ASN Kendall Square LLC, a Delaware limited liability company

				ASN Los Feliz LLC, a Delaware limited liability company

				Archstone Old Town Pasadena LLC, a Delaware limited liability company

				Archstone Playa del Rey LLC, a Delaware limited liability company

				Archstone Thousand Oaks LLC, a Delaware limited liability company

				Archstone Camargue I LLC, a Delaware limited liability company

				Archstone Camargue II LLC, a Delaware limited liability company

				Archstone Camargue III LLC, a Delaware limited liability company

				ASN La Jolla Colony LLC, a Delaware limited liability company

				ASN San Mateo LLC, a Delaware limited liability company

				Archstone South Market LLC, a Delaware limited liability company

				ASN Walnut Ridge LLC, a Delaware limited liability company

				ASN Redmond Lakeview LLC, a Delaware limited liability company

				COLLATERAL POOL 3 BORROWER:

				Archstone Del Mar Station LLC, a Delaware limited liability company

				Archstone Oak Creek I LLC, a Delaware limited liability company

				Archstone Oak Creek II LLC, a Delaware limited liability company

				ASN Santa Monica LLC, a Delaware limited liability company

S-1


				Archstone Santa Monica on Main LLC, a Delaware limited liability company

				ASN Studio City LLC, a Delaware limited liability company

				Archstone Studio City III-A LLC, a Delaware limited liability company

				Archstone Studio City III-B LLC, a Delaware limited liability company

				Archstone Studio City III-C LLC, a Delaware limited liability company

				Archstone Westside LLC, a Delaware limited liability company

				ASN Hoboken I LLC, a Delaware limited liability company

				ASN Hoboken II LLC, a Delaware limited liability company

				ASN Santa Clara LLC, a Delaware limited liability company

				Smith Property Holdings Parc Vista L.L.C., a Delaware limited liability company

				Smith Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

				Smith Property Holdings Wilson L.L.C., a Delaware limited liability company

				Smith Property Holdings Ballston Place L.L.C., a Delaware limited liability company

				Archstone Gallery at Rosslyn LLC a Delaware limited liability company

				Smith Property Holdings Six (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

				COLLATERAL POOL 4 BORROWER:

				Archstone Cronin’s Landing LLC, a Delaware limited liability company

				ASN CambridgePark LLC, a Delaware limited liability company

				Archstone Marina del Rey-I LLC, a Delaware limited liability company

				Archstone Marina del Rey-II LLC, a Delaware limited liability company

				Archstone Simi Valley LLC, a Delaware limited liability company

				Archstone Columbia Crossing LLC, a Delaware limited liability company

				Courthouse Hill LLC, a Delaware limited liability company

				Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

				Archstone Tysons Corner LLC, a Delaware limited liability company

				Smith Property Holdings Reston Landing L.L.C., a Delaware limited liability company

S-2



				Smith Property Holdings Three (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings Alban Towers, L.L.C., a Delaware limited liability company

				Alban Towers, L.L.C., a District of Columbia limited liability company

				COLLATERAL POOL 5 BORROWER:

				Archstone Glendale LLC, a Delaware limited liability company

				ASN Pasadena LLC, a Delaware limited liability company

				ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

				Archstone Walnut Creek LLC, a Delaware limited liability company

				Archstone Willow Glen LLC, a Delaware limited liability company

				Archstone Harborside LLC, a Delaware limited liability company

				COLLATERAL POOL 6 BORROWER:

				ASN Ventura LLC, a Delaware limited liability company

				ASN Ventura Two LLC, a Delaware limited liability company

				ASN Ventura Four LLC, a Delaware limited liability company

				ASN Emeryville LLC, a Delaware limited liability company

				ASN Fairchase LLC, a Delaware limited liability company

				Archstone Fairchase II LLC, a Delaware limited liability company

				ASN Mountain View LLC, a Delaware limited liability company

				ASN San Jose LLC, a Delaware limited liability company

				Archstone Oakwood Boston LLC, a Delaware limited liability company

				ASN Long Beach LLC, a Delaware limited liability company

				ASN Marina LLC, a Delaware limited liability company

				Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

				ASN Woodland Hills East LLC, a Delaware limited liability company

				ASN Bellevue LLC, a Delaware limited liability company

				ASN Seattle LLC, a Delaware limited liability company

				Archstone Oakwood Arlington LLC, a Delaware limited liability company

				Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

				Smith Property Holdings Van Ness L.P., a Delaware limited partnership

S-3



				COLLATERAL POOL 7 BORROWER:

				ASN Quincy LLC, a Delaware limited liability company

				ASN Ventura Colony LLC, a Delaware limited liability company

				ASN Long Beach Harbor LLC, a Delaware limited liability company

				ASN Fremont LLC, a Delaware limited liability company

				ASN Walnut Creek Station LLC, a Delaware limited liability company

				Archstone Crystal Place LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

				Archstone Lincoln Towers LLC, a Delaware limited liability company

				ASN Monument Park LLC, a Delaware limited liability company

				Archstone Charter Oak LLC, a Delaware limited liability company

				Smith Property Holdings One (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings Consulate L.L.C., a Delaware limited liability company

				Archstone Gateway Place LLC, a Delaware limited liability company

				Smith Property Holdings Five (D.C.) L.P., a Delaware limited partnership

				Archstone Sierra del Oro LLC, a Delaware limited liability company

				Archstone Meadows at Russett I (Borrower) LLC, a Delaware limited liability company

				Archstone Meadows at Russett II (Borrower) LLC, a Delaware limited liability company

				Archstone Crystal Towers & Lofts 590 LLC, a Delaware limited liability company

				COLLATERAL POOL 8 BORROWER

				Archstone Cedar River LLC, a Delaware limited liability company

				COLLATERAL POOL 9 BORROWER:

				ASN Murray Hill LLC, a Delaware limited liability company

				ASN Key West LLC, a Delaware limited liability company

				ASN Westmont LLC, a Delaware limited liability company

S-4



				ASN Encinitas LLC, a Delaware limited liability company

				Smith Property Holdings Van Ness L.P., a Delaware limited partnership

				Smith Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

				IDOT GUARANTOR:

				ASN Meadows at Russett I LLC, a Delaware limited liability company

				ASN Meadows at Russett II LLC, a Delaware limited liability company

				By:		/s/ Michael Berman
				Name:		Michael Berman
				Title:		Group Vice President

S-5


				FANNIE MAE:

				FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

				By:		/s/ Gerald P. Laltaie
				Name:		Gerald P. Laltaie
				Title:		Vice President

S-6

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS,

INITIAL MORTGAGED PROPERTIES, COLLATERAL POOLS,

INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool
MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	1449 Main Street Waltham, MA	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	333 Ricciuti Drive Quincy, MA	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	20 Watertown Street Watertown, MA	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	5608 Stevens Creek Blvd. Cupertino, CA	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	5095 Haven Place Dublin, CA	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	5650 Owens Drive Pleasanton, CA	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	870 E. El Camino Real Mountain View, CA	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	850 Davit Lane Redwood City, CA	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool

MA056/5	ASN Kendall Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Kendall Square	195 Binney Street Cambridge, MA	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	3100 Riverside Drive Los Angeles, CA	$	[****]
CA162/36	Archstone Old Town Pasadena LLC	Archstone Old Town Pasadena	350 Del Mar Boulevard Pasadena, CA	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	8700 Pershing Drive Playa Del Rey, CA	$	[****]
CA163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	351 Hodencamp Road Thousand Oaks, CA	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	303 E 83rd New York, NY	$	[****]

A-1


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	7205 Charmant Drive San Diego, CA	$	[****]
CA189/92	ASN San Mateo LLC	Archstone San Mateo	1101 Park Place San Mateo, CA	$	[****]
CA 190/95	Archstone South Market LLC	Archstone South Market	One Saint Francis Place San Francisco, CA	$	[****]
CA164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	2992 Santos Lane Walnut Creek, CA	$	[****]
WA039/112	ASN Redmond Lakeview LLC	Archstone Redmond Lakeview	4250 W Lake Sammamish Pkwy. NE, Redmond, WA	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool

CA 156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	265 Arroyo Parkway Pasadena, CA	$	[****]
CA151/35	Archstone Oak Creek I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	29128 Oak Creek Lane Agoura Hills, CA	$	[****]
CA128/39	ASN Santa Monica LLC	Archstone Santa Monica	425 Broadway Santa Monica, CA	$	[****]
CA154/40	Archstone Santa Monica on Main LLC	Archstone Santa Monica on Main	2000 Main Street Santa Monica, CA ,	$	[****]
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	10979 Bluffside Drive Studio City, CA	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	3165 Sawtelle Blvd. Los Angeles, CA	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	77 Park Avenue Hoboken, NJ	$	[****]
CA130/93	ASN Santa Clara LLC	Archstone Santa Clara	1650 Hope Drive Santa Clara, CA	$	[****]
VA040/153	Smith Property Holdings Pare Vista L.L.C.	Archstone Pentagon City	801 15th Street South Arlington, VA	$	[****]
VA054/156	Smith Property Holdings Water Park Towers L.L.C.	Water Park Towers	1501/1505 Crystal Drive Arlington, VA	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA063/157	Smith Property Holdings Wilson L.L.C.	Archstone 2201 Wilson Boulevard	2201 Wilson Boulevard Arlington, VA	$	[****]
VA032/160	Smith Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	901 N. Pollard Street Arlington, VA	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	1800 N. Oak Street Arlington, VA	$	[****]
DC017/181	Smith Property Holdings Six (D.C.) L.P.	Connecticut Heights	4850 Connecticut Ave., NW Washington, DC	$	[****]
DC014/183	Smith Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	4411 Connecticut Ave., NW Washington, DC	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool

MA038/4	Archstone Cronin’s Landing LLC	Archstone Cronin’s Landing	25 Crescent Street Waltham, MA	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	30 Cambridge Park Drive Cambridge, MA	$	[****]
CA119/34	Archstone Marina del Rey-I LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	4157 Via Marina Marina del Rey, CA	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	1579 East Jefferson Way Simi Valley, CA	$	[****]
DC016/177	Smith Property Holdings Three (D.C.) L.P.	Archstone 2501 Porter Street	2501 Porter Street, NW Washington, DC	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	1957 Columbia Pike Arlington, VA	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	1320 N. Veitch Street Arlington, VA	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	2250 Clarendon Boulevard Arlington, VA	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	1723 Gosnell Road Vienna, VA	$	[****]
VA065/168	Smith Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	12000 Cameron Pond Drive Reston, VA	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
DC008/178	Smith Property Holdings Alban Towers, L.L.C. and Alban Towers, L.L.C.	Alban Towers	3700 Massachusetts Ave., NW Washington, DC	$	[****]
DC006/179	Smith Property Holdings Three (D.C.) L.P.	Calvert Woodley	2601 Woodley Place, NW Washington, DC	$	[****]
DC007/180	Smith Property Holdings Three (D.C.) L.P.	Cleveland House	2727 29th Street, NW Washington, DC	$	[****]
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool

CA109/31	Archstone Glendale LLC	Archstone Glendale	201 West Fairview Glendale, CA	$	[****]
CA091/37	ASN Pasadena LLC	Archstone Pasadena	25 South Oak Knoll Avenue Pasadena, CA	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	235 N. Conejo School Road Thousand Oaks, CA	$	[****]
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	1445 Treat Boulevard Walnut Creek, CA	$	[****]
CA040/99	Archstone Willow Glen LLC	Archstone Willow Glen	3200 Rublino Drive San Jose, CA	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	11 Avocet Drive Redwood City, CA	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool

CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	930 Pacific Strand Court Ventura, CA	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	6401 Shellmound Street Emeryville, CA	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	4411 Dixie Hill Road Fairfax, VA	$	[****]
CA175/198	ASN Mountain View LLC	Oakwood Mountain View	555 W. Middlefield Road Mountain View, CA	$	[****]
CA169/200	ASN San Jose LLC	Oakwood San Jose South	700 S. Saratoga Avenue San Jose, CA	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	131 State Street Boston, MA	$	[****]

A-4


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	333 First Street Seal Beach, CA	$	[****]
CA172/204	ASN Marina LLC	Oakwood Marina Del Rey	4111 Via Marina Marina Del Rey, CA	$	[****]
CA173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	3600-3720 Barham Blvd. Los Angeles, CA	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	22122 Victory Boulevard Woodland Hills, CA	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	938 110th Avenue NE Bellevue, WA	$	[****]
WA042/208	ASN Seattle LLC	Archstone Elliott Bay	312 2nd Avenue W Seattle, WA	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	1550 Clarendon Boulevard Arlington, VA	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	110-116 S. 16th Street Philadelphia, PA	$	[****]
DC011/189	Smith Property Holdings Van Ness L.P.	Archstone Glover Park	3850 Tunlaw Road, NW Washington, DC	$	[****]
DC009/188	Smith Property Holdings Van Ness L.P.	Archstone Tunlaw Gardens	3903 Davis Place, NW Washington, DC	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool

MA039/7	ASN Quincy LLC (f/k/a Smith Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	95 W. Squantum Street Quincy, MA	$	[****]
CA212/46	ASN Ventura Colony LLC (f/k/a ASN Ventura Colony 1031, LLC)	Archstone Ventura Colony	1024 Britten Lane Ventura, CA	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	39410 Civic Center Drive Fremont, CA	$	[****]
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	121 Roble Road Walnut Creek, CA	$	[****]
DC005/182	Smith Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	1616 18th Street, NW Washington, DC	$	[****]

A-5


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA039/148	Archstone Crystal Place LLC	Crystal Place	1801 Crystal Drive Arlington, VA	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	901 N. Nelson Street Arlington, VA	$	[****]
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	850 N. Randolph Street Arlington, VA	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	4457 Oakdale Crescent Ct. Fairfax, VA	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	11637 Charter Oak Court Reston, VA	$	[****]
DC018/185	Smith Property Holdings Consulate L.L.C.	The Consulate	2950 Van Ness Street, NW Washington, DC	$	[****]
DC010/187	Smith Property Holdings One (D.C.) L.P.	The Statesman	2020 F Street, NW Washington, DC	$	[****]
VA047/209	Archstone Gateway Place LLC	Gateway Place	400 South 15th Street Arlington, VA	$	[****]
DC004/184	Smith Property Holdings Five (D.C.) L.P.	The Albemarle	4501 Connecticut Ave., NW Washington, DC	$	[****]
CA023/13	Archstone Sierra del Oro LLC	Archstone Sierra del Oro	1456 Serfas Club Drive Corona, CA	$	[****]
MD042/173	Archstone Meadows at Russett I (Borrower) LLC and Archstone Meadows at Russett II (Borrower) LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD	$	[****]
	IDOT Guarantor: ASN Meadows at Russett I LLC and ASN Meadows at Russett II LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD
VA043/151/152	Archstone Crystal Towers & Lofts 590 LLC	Archstone Crystal Towers/Lofts 590	1600 S. Eads Street; 590 S. 15th Street Arlington, VA	$	[****]

A-6


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool
WA044/106	Archstone Cedar River LLC	Archstone Cedar River	15205 140th Way SE Renton, WA	$	[****]
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool
NY027/61	ASN Murray Hill LLC	Archstone Murray Hill	245 E. 40m Street New York, NY	$	[****]
NY030/63	ASN Key West LLC	Key West	750 Columbus Avenue New York, NY	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	730 Columbus Avenue New York, NY	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	1100 Garden View Road San Diego, CA	$	[****]
VA037/147	Smith Property Holdings Crystal Houses L.L.C.	Crystal House	1900 S. Eads Street Arlington, VA	$	[****]
DC019/190	Smith Property Holdings Van Ness L.P.	Archstone Van Ness	3003 Van Ness Street, NW Washington, DC	$	[****]

A-7

SEVENTH AMENDMENT TO AMENDED AND

RESTATED MASTER CREDIT FACILITY AGREEMENT

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of September 28, 2012, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), and (ii) FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).

RECITALS:

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect the release of the Mortgaged Property commonly known as Archstone Sierra del Oro LLC located in Corona, California (“Sierra del Oro”) from Collateral Pool 7 and the Loan Documents to which it is a party.

AGREEMENT:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Release of Mortgaged Property. Sierra del Oro is hereby released from Collateral Pool 7 under the Master Agreement.

3. Release of Sierra del Oro Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, Archstone Sierra del Oro LLC is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder.

4. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

6. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

8. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

[Remainder of page intentionally left blank]

The parties hereto have executed this Amendment on the date and year first above written.


BORROWER AGENT:

ARCHSTONE, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER:

				ASN Bear Hill LLC, a Delaware limited liability company

				ASN Quarry Hills LLC, a Delaware limited liability company

				ASN Watertown LLC, a Delaware limited liability company

				Archstone Cupertino LLC, a Delaware limited liability company

				Archstone Emerald Park LLC, a Delaware limited liability company

				Archstone Hacienda LLC, a Delaware limited liability company

				Archstone Mountain View LLC, a Delaware limited liability company

				Archstone Redwood Shores LLC, a Delaware limited liability company

				COLLATERAL POOL 2 BORROWER:

				ASN Kendall Square LLC, a Delaware limited liability company

				ASN Los Feliz LLC, a Delaware limited liability company

				Archstone Old Town Pasadena LLC, a Delaware limited liability company

				Archstone Playa del Rey LLC, a Delaware limited liability company

				Archstone Thousand Oaks LLC, a Delaware limited liability company

				Archstone Camargue I LLC, a Delaware limited liability company

				Archstone Camargue II LLC, a Delaware limited liability company

				Archstone Camargue III LLC, a Delaware limited liability company

				ASN La Jolla Colony LLC, a Delaware limited liability company

				ASN San Mateo LLC, a Delaware limited liability company

				Archstone South Market LLC, a Delaware limited liability company

				ASN Walnut Ridge LLC, a Delaware limited liability company

				ASN Redmond Lakeview LLC, a Delaware limited liability company

				COLLATERAL POOL 3 BORROWER:

				Archstone Del Mar Station LLC, a Delaware limited liability company

				Archstone Oak Creek I LLC, a Delaware limited liability company

				Archstone Oak Creek II LLC, a Delaware limited liability company

				ASN Santa Monica LLC, a Delaware limited liability company

S-1



				Archstone Santa Monica on Main LLC, a Delaware limited liability company

				ASN Studio City LLC, a Delaware limited liability company

				Archstone Studio City III-A LLC, a Delaware limited liability company

				Archstone Studio City III-B LLC, a Delaware limited liability company

				Archstone Studio City III-C LLC, a Delaware limited liability company

				Archstone Westside LLC, a Delaware limited liability company

				ASN Hoboken I LLC, a Delaware limited liability company

				ASN Hoboken II LLC, a Delaware limited liability company

				ASN Santa Clara LLC, a Delaware limited liability company

				Smith Property Holdings Parc Vista L.L.C., a Delaware limited liability company

				Smith Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

				Smith Property Holdings Wilson L.L.C., a Delaware limited liability company

				Smith Property Holdings Ballston Place L.L.C., a Delaware limited liability company

				Archstone Gallery at Rosslyn LLC a Delaware limited liability company

				Smith Property Holdings Six (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

				COLLATERAL POOL 4 BORROWER:

				Archstone Cronin’s Landing LLC, a Delaware limited liability company

				ASN CambridgePark LLC, a Delaware limited liability company

				Archstone Marina del Rey-I LLC, a Delaware limited liability company

				Archstone Marina del Rey-II LLC, a Delaware limited liability company

				Archstone Simi Valley LLC, a Delaware limited liability company

				Archstone Columbia Crossing LLC, a Delaware limited liability company

				Courthouse Hill LLC, a Delaware limited liability company

				Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

				Archstone Tysons Corner LLC, a Delaware limited liability company

				Smith Property Holdings Reston Landing L.L.C., a Delaware limited liability company

S-2



				Smith Property Holdings Three (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings Alban Towers, L.L.C., a Delaware limited liability company

				Alban Towers, L.L.C., a District of Columbia limited liability company

				COLLATERAL POOL 5 BORROWER:

				Archstone Glendale LLC, a Delaware limited liability company

				ASN Pasadena LLC, a Delaware limited liability company

				ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

				Archstone Walnut Creek LLC, a Delaware limited liability company

				Archstone Willow Glen LLC, a Delaware limited liability company

				Archstone Harborside LLC, a Delaware limited liability company

				COLLATERAL POOL 6 BORROWER:

				ASN Ventura LLC, a Delaware limited liability company

				ASN Ventura Two LLC, a Delaware limited liability company

				ASN Ventura Four LLC, a Delaware limited liability company

				ASN Emeryville LLC, a Delaware limited liability company

				ASN Fairchase LLC, a Delaware limited liability company

				Archstone Fairchase II LLC, a Delaware limited liability company

				ASN Mountain View LLC, a Delaware limited liability company

				ASN San Jose LLC, a Delaware limited liability company

				Archstone Oakwood Boston LLC, a Delaware limited liability company

				ASN Long Beach LLC, a Delaware limited liability company

				ASN Marina LLC, a Delaware limited liability company

				Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

				ASN Woodland Hills East LLC, a Delaware limited liability company

				ASN Bellevue LLC, a Delaware limited liability company

				ASN Seattle LLC, a Delaware limited liability company

				Archstone Oakwood Arlington LLC, a Delaware limited liability company

				Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

				Smith Property Holdings Van Ness L.P., a Delaware limited partnership

S-3



				COLLATERAL POOL 7 BORROWER:

				ASN Quincy LLC, a Delaware limited liability company

				ASN Ventura Colony LLC, a Delaware limited liability company

				ASN Fremont LLC, a Delaware limited liability company

				ASN Walnut Creek Station LLC, a Delaware limited liability company

				Archstone Crystal Place LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

				Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

				Archstone Lincoln Towers LLC, a Delaware limited liability company

				ASN Monument Park LLC, a Delaware limited liability company

				Archstone Charter Oak LLC, a Delaware limited liability company

				Smith Property Holdings One (D.C.) L.P., a Delaware limited partnership

				Smith Property Holdings Consulate L.L.C., a Delaware limited liability company

				Archstone Gateway Place LLC, a Delaware limited liability company

				Smith Property Holdings Five (D.C.) L.P., a Delaware limited partnership

				Archstone Sierra del Oro LLC, a Delaware limited liability company

				Archstone Meadows at Russett I (Borrower) LLC, a Delaware limited liability company

				Archstone Meadows at Russett II (Borrower) LLC, a Delaware limited liability company

				Archstone Crystal Towers & Lofts 590 LLC, a Delaware limited liability company

				COLLATERAL POOL 8 BORROWER

				Archstone Cedar River LLC, a Delaware limited liability company

				COLLATERAL POOL 9 BORROWER:

				ASN Murray Hill LLC, a Delaware limited liability company

				ASN Key West LLC, a Delaware limited liability company

				ASN Westmont LLC, a Delaware limited liability company

				ASN Encinitas LLC, a Delaware limited liability company

S-4


				Smith Property Holdings Van Ness L.P., a Delaware limited partnership

				Smith Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

				IDOT GUARANTOR:

				ASN Meadows at Russett I LLC, a Delaware limited liability company

				ASN Meadows at Russett II LLC, a Delaware limited liability company

				By:		/s/ Michael Berman
				Name:		Michael Berman
				Title:		Group Vice President

S-5


				FANNIE MAE:

				FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

				By:		/s/ Michael W. Dick
				Name:		Michael W. Dick
				Title:		Assistant Vice President

S-6

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY

AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS,

MORTGAGED PROPERTIES, COLLATERAL POOLS,

INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool
MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	1449 Main Street Waltham, MA	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	333 Ricciuti Drive Quincy, MA	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	20 Watertown Street Watertown, MA	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	5608 Stevens Creek Blvd. Cupertino, CA	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	5095 Haven Place Dublin, CA	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	5650 Owens Drive Pleasanton, CA	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	870 E. El Camino Real Mountain View, CA	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	850 Davit Lane Redwood City, CA	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool
MA056/5	ASN Kendall Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Kendall Square	195 Binney Street Cambridge, MA	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	3100 Riverside Drive Los Angeles, CA	$	[****]
CA162/36	Archstone Old Town Pasadena LLC	Archstone Old Town Pasadena	350 Del Mar Boulevard Pasadena, CA	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	8700 Pershing Drive Playa Del Rey, CA	$	[****]
CA163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	351 Hodencamp Road Thousand Oaks, CA	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	303 E 83rd New York, NY	$	[****]

A-1


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	7205 Charmant Drive San Diego, CA	$	[****]
CA189/92	ASN San Mateo LLC	Archstone San Mateo	1101 Park Place San Mateo, CA	$	[****]
CA 190/95	Archstone South Market LLC	Archstone South Market	One Saint Francis Place San Francisco, CA	$	[****]
CA164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	2992 Santos Lane Walnut Creek, CA	$	[****]
WA039/112	ASN Redmond Lakeview LLC	Archstone Redmond Lakeview	4250 W Lake Sammamish Pkwy. NE, Redmond, WA	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool
CA 156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	265 Arroyo Parkway Pasadena, CA	$	[****]
CA151/35	Archstone Oak Creek I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	29128 Oak Creek Lane Agoura Hills, CA	$	[****]
CA128/39	ASN Santa Monica LLC	Archstone Santa Monica	425 Broadway Santa Monica, CA	$	[****]
CA154/40	Archstone Santa Monica on Main LLC	Archstone Santa Monica on Main	2000 Main Street Santa Monica, CA ,	$	[****]
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	10979 Bluffside Drive Studio City, CA	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	3165 Sawtelle Blvd. Los Angeles, CA	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	77 Park Avenue Hoboken, NJ	$	[****]
CA130/93	ASN Santa Clara LLC	Archstone Santa Clara	1650 Hope Drive Santa Clara, CA	$	[****]
VA040/153	Smith Property Holdings Pare Vista L.L.C.	Archstone Pentagon City	801 15th Street South Arlington, VA	$	[****]
VA054/156	Smith Property Holdings Water Park Towers L.L.C.	Water Park Towers	1501/1505 Crystal Drive Arlington, VA	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA063/157	Smith Property Holdings Wilson L.L.C.	Archstone 2201 Wilson Boulevard	2201 Wilson Boulevard Arlington, VA	$	[****]
VA032/160	Smith Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	901 N. Pollard Street Arlington, VA	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	1800 N. Oak Street Arlington, VA	$	[****]
DC017/181	Smith Property Holdings Six (D.C.) L.P.	Connecticut Heights	4850 Connecticut Ave., NW Washington, DC	$	[****]
DC014/183	Smith Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	4411 Connecticut Ave., NW Washington, DC	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool
MA038/4	Archstone Cronin’s Landing LLC	Archstone Cronin’s Landing	25 Crescent Street Waltham, MA	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	30 Cambridge Park Drive Cambridge, MA	$	[****]
CA119/34	Archstone Marina del Rey-I LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	4157 Via Marina Marina del Rey, CA	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	1579 East Jefferson Way Simi Valley, CA	$	[****]
DC016/177	Smith Property Holdings Three (D.C.) L.P.	Archstone 2501 Porter Street	2501 Porter Street, NW Washington, DC	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	1957 Columbia Pike Arlington, VA	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	1320 N. Veitch Street Arlington, VA	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	2250 Clarendon Boulevard Arlington, VA	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	1723 Gosnell Road Vienna, VA	$	[****]
VA065/168	Smith Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	12000 Cameron Pond Drive Reston, VA	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
DC008/178	Smith Property Holdings Alban Towers, L.L.C. and Alban Towers, L.L.C.	Alban Towers	3700 Massachusetts Ave., NW Washington, DC	$	[****]
DC006/179	Smith Property Holdings Three (D.C.) L.P.	Calvert Woodley	2601 Woodley Place, NW Washington, DC	$	[****]
DC007/180	Smith Property Holdings Three (D.C.) L.P.	Cleveland House	2727 29th Street, NW Washington, DC	$	[****]
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool
CA109/31	Archstone Glendale LLC	Archstone Glendale	201 West Fairview Glendale, CA	$	[****]
CA091/37	ASN Pasadena LLC	Archstone Pasadena	25 South Oak Knoll Avenue Pasadena, CA	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	235 N. Conejo School Road Thousand Oaks, CA	$	[****]
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	1445 Treat Boulevard Walnut Creek, CA	$	[****]
CA040/99	Archstone Willow Glen LLC	Archstone Willow Glen	3200 Rublino Drive San Jose, CA	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	11 Avocet Drive Redwood City, CA	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool
CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	930 Pacific Strand Court Ventura, CA	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	6401 Shellmound Street Emeryville, CA	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	4411 Dixie Hill Road Fairfax, VA	$	[****]
CA175/198	ASN Mountain View LLC	Oakwood Mountain View	555 W. Middlefield Road Mountain View, CA	$	[****]
CA169/200	ASN San Jose LLC	Oakwood San Jose South	700 S. Saratoga Avenue San Jose, CA	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	131 State Street Boston, MA	$	[****]

A-4


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	333 First Street Seal Beach, CA	$	[****]
CA172/204	ASN Marina LLC	Oakwood Marina Del Rey	4111 Via Marina Marina Del Rey, CA	$	[****]
CA173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	3600-3720 Barham Blvd. Los Angeles, CA	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	22122 Victory Boulevard Woodland Hills, CA	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	938 110th Avenue NE Bellevue, WA	$	[****]
WA042/208	ASN Seattle LLC	Archstone Elliott Bay	312 2nd Avenue W Seattle, WA	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	1550 Clarendon Boulevard Arlington, VA	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	110-116 S. 16th Street Philadelphia, PA	$	[****]
DC011/189	Smith Property Holdings Van Ness L.P.	Archstone Glover Park	3850 Tunlaw Road, NW Washington, DC	$	[****]
DC009/188	Smith Property Holdings Van Ness L.P.	Archstone Tunlaw Gardens	3903 Davis Place, NW Washington, DC	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool
MA039/7	ASN Quincy LLC (f/k/a Smith Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	95 W. Squantum Street Quincy, MA	$	[****]
CA212/46	ASN Ventura Colony LLC (f/k/a ASN Ventura Colony 1031, LLC)	Archstone Ventura Colony	1024 Britten Lane Ventura, CA	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	39410 Civic Center Drive Fremont, CA	$	[****]
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	121 Roble Road Walnut Creek, CA	$	[****]
DC005/182	Smith Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	1616 18th Street, NW Washington, DC	$	[****]

A-5


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
VA039/148	Archstone Crystal Place LLC	Crystal Place	1801 Crystal Drive Arlington, VA	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	901 N. Nelson Street Arlington, VA	$	[****]
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	850 N. Randolph Street Arlington, VA	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	4457 Oakdale Crescent Ct. Fairfax, VA	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	11637 Charter Oak Court Reston, VA	$	[****]
DC018/185	Smith Property Holdings Consulate L.L.C.	The Consulate	2950 Van Ness Street, NW Washington, DC	$	[****]
DC010/187	Smith Property Holdings One (D.C.) L.P.	The Statesman	2020 F Street, NW Washington, DC	$	[****]
VA047/209	Archstone Gateway Place LLC	Gateway Place	400 South 15th Street Arlington, VA	$	[****]
DC004/184	Smith Property Holdings Five (D.C.) L.P.	The Albemarle	4501 Connecticut Ave., NW Washington, DC	$	[****]
MD042/173	Archstone Meadows at Russett I (Borrower) LLC and Archstone Meadows at Russett II (Borrower) LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD	$	[****]
	IDOT Guarantor: ASN Meadows at Russett I LLC and ASN Meadows at Russett II LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD
VA043/151/152	Archstone Crystal Towers & Lofts 590 LLC	Archstone Crystal Towers/Lofts 590	1600 S. Eads Street; 590 S. 15th Street Arlington, VA	$	[****]
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool
WA044/106	Archstone Cedar River LLC	Archstone Cedar River	15205 140th Way SE Renton, WA	$	[****]

A-6


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool
NY027/61	ASN Murray Hill LLC	Archstone Murray Hill	245 E. 40m Street New York, NY	$	[****]
NY030/63	ASN Key West LLC	Key West	750 Columbus Avenue New York, NY	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	730 Columbus Avenue New York, NY	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	1100 Garden View Road San Diego, CA	$	[****]
VA037/147	Smith Property Holdings Crystal Houses L.L.C.	Crystal House	1900 S. Eads Street Arlington, VA	$	[****]
DC019/190	Smith Property Holdings Van Ness L.P.	Archstone Van Ness	3003 Van Ness Street, NW Washington, DC	$	[****]

A-7

EIGHTH AMENDMENT TO AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of October 31, 2012, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), and (ii) FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).

RECITALS:

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect (i) the release of the Mortgaged Property commonly known as Archstone Ventura Colony located in Ventura, California (“Ventura Colony”) from Collateral Pool 7 and the Loan Documents to which it is a party, and (ii) the release of the Mortgaged Property commonly known as Archstone Cedar River located in Renton, Washington (“Cedar River”) from Collateral Pool 8 and the Loan Documents to which it is a party.

AGREEMENT:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Release of Pool 7 Mortgaged Property. Ventura Colony is hereby released from Collateral Pool 7 under the Master Agreement.

3. Release of Ventura Colony Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, ASN Ventura Colony LLC is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder.

4. Release of Pool 8 Mortgaged Property. Cedar River is hereby released from Collateral Pool 8 under the Master Agreement.

5. Release of Cedar River Borrower. Except as otherwise set forth in Section 18 of the Security Instrument, Archstone Cedar River LLC is hereby released from the Master Agreement and the Loan Documents as a Borrower thereunder.

6. Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

7. Limits on Personal Liability. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein

8. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

9. Applicable Law. The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Section were set forth in its entirety herein.

10. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

11. Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

The parties hereto have executed this Amendment on the date and year first above written.


		BORROWER AGENT:

		ARCHSTONE, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER: ASN Bear Hill LLC, a Delaware limited liability company ASN Quarry Hills LLC, a Delaware limited liability company ASN Watertown LLC, a Delaware limited liability company Archstone Cupertino LLC, a Delaware limited liability company Archstone Emerald Park LLC, a Delaware limited liability company Archstone Hacienda LLC, a Delaware limited liability company Archstone Mountain View LLC, a Delaware limited liability company Archstone Redwood Shores LLC, a Delaware limited liability company COLLATERAL POOL 2 BORROWER: ASN Kendall Square LLC, a Delaware limited liability company ASN Los Feliz LLC, a Delaware limited liability company Archstone Old Town Pasadena LLC, a Delaware limited liability company Archstone Playa del Rey LLC, a Delaware limited liability company Archstone Thousand Oaks LLC, a Delaware limited liability company Archstone Camargue I LLC, a Delaware limited liability company Archstone Camargue II LLC, a Delaware limited liability company Archstone Camargue III LLC, a Delaware limited liability company ASN La Jolla Colony LLC, a Delaware limited liability company ASN San Mateo LLC, a Delaware limited liability company Archstone South Market LLC, a Delaware limited liability company ASN Walnut Ridge LLC, a Delaware limited liability company ASN Redmond Lakeview LLC, a Delaware limited liability company COLLATERAL POOL 3 BORROWER: Archstone Del Mar Station LLC, a Delaware limited liability company Archstone Oak Creek I LLC, a Delaware limited liability company Archstone Oak Creek II LLC, a Delaware limited liability company ASN Santa Monica LLC, a Delaware limited liability company

S-1

Archstone Santa Monica on Main LLC, a Delaware limited liability company

ASN Studio City LLC, a Delaware limited liability company

Archstone Studio City III-A LLC, a Delaware limited liability company

Archstone Studio City III-B LLC, a Delaware limited liability company

Archstone Studio City III-C LLC, a Delaware limited liability company

Archstone Westside LLC, a Delaware limited liability company

ASN Hoboken I LLC, a Delaware limited liability company

ASN Hoboken II LLC, a Delaware limited liability company

ASN Santa Clara LLC, a Delaware limited liability company

Smith Property Holdings Parc Vista L.L.C., a Delaware limited liability company

Smith Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

Smith Property Holdings Wilson L.L.C., a Delaware limited liability company

Smith Property Holdings Ballston Place L.L.C., a Delaware limited liability company

Archstone Gallery at Rosslyn LLC a Delaware limited liability company

Smith Property Holdings Six (D.C.) L.P., A Delaware limited partnership

Smith Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

COLLATERAL POOL 4 BORROWER:

Archstone Cronin’s Landing LLC, a Delaware limited liability company

ASN CambridgePark LLC, a Delaware limited liability company

Archstone Marina del Rey-I LLC, a Delaware limited liability company

Archstone Marina del Rey-II LLC, a Delaware limited liability company

Archstone Simi Valley LLC, a Delaware limited liability company

Archstone Columbia Crossing LLC, a Delaware limited liability company

Courthouse Hill LLC, a Delaware limited liability company

Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

Archstone Tysons Corner LLC, a Delaware limited liability company

Smith Property Holdings Reston Landing L.L.C., a Delaware limited liability company

S-2

Smith Property Holdings Three (D.C.) L.P., a Delaware limited partnership

Smith Property Holdings Alban Towers, L.L.C., a Delaware limited liability company

Alban Towers, L.L.C., a District of Columbia limited liability company

COLLATERAL POOL 5 BORROWER:

Archstone Glendale LLC, a Delaware limited liability company

ASN Pasadena LLC, a Delaware limited liability company

ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

Archstone Walnut Creek LLC, a Delaware limited liability company

Archstone Willow Glen LLC, a Delaware limited liability company

Archstone Harborside LLC, a Delaware limited liability company

COLLATERAL POOL 6 BORROWER:

ASN Ventura LLC, a Delaware limited liability company

ASN Ventura Two LLC, a Delaware limited liability company

ASN Ventura Four LLC, a Delaware limited liability company

ASN Emeryville LLC, a Delaware limited liability company

ASN Fairchase LLC, a Delaware limited liability company

Archstone Fairchase II LLC, a Delaware limited liability company

ASN Mountain View LLC, a Delaware limited liability company

ASN San Jose LLC, a Delaware limited liability company

Archstone Oakwood Boston LLC, a Delaware limited liability company

ASN Long Beach LLC, a Delaware limited liability company

ASN Marina LLC, a Delaware limited liability company

Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

ASN Woodland Hills East LLC, a Delaware limited liability company

ASN Bellevue LLC, a Delaware limited liability company

ASN Seattle LLC, a Delaware limited liability company

Archstone Oakwood Arlington LLC, a Delaware limited liability company

Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

Smith Property Holdings Van Ness L.P., a Delaware limited partnership

S-3

COLLATERAL POOL 7 BORROWER:

ASN Quincy LLC, a Delaware limited liability company

ASN Ventura Colony LLC, a Delaware limited liability company

ASN Fremont LLC, a Delaware limited liability company

ASN Walnut Creek Station LLC, a Delaware limited liability company

Archstone Crystal Place LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

Archstone Lincoln Towers LLC, a Delaware limited liability company

ASN Monument Park LLC, a Delaware limited liability company

Archstone Charter Oak LLC, a Delaware limited liability company

Smith Property Holdings One (D.C.) L.P., a Delaware limited partnership

Smith Property Holdings Consulate L.L.C., a Delaware limited liability company

Archstone Gateway Place LLC, a Delaware limited liability company

Smith Property Holdings Five (D.C.) L.P., a Delaware limited partnership

Archstone Meadows at Russett I (Borrower) LLC, a Delaware limited liability company

Archstone Meadows at Russett II (Borrower) LLC, a Delaware limited liability company

Archstone Crystal Towers & Lofts 590 LLC, a Delaware limited liability company

COLLATERAL POOL 8 BORROWER

Archstone Cedar River LLC, a Delaware limited liability company

COLLATERAL POOL 9 BORROWER:

ASN Murray Hill LLC, a Delaware limited liability company

ASN Key West LLC, a Delaware limited liability company

ASN Westmont LLC, a Delaware limited liability company

ASN Encinitas LLC, a Delaware limited liability company

Smith Property Holdings Van Ness L.P., a Delaware limited partnership

Smith Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

S-4


				IDOT GUARANTOR: ASN Meadows at Russett I LLC, a Delaware limited liability company ASN Meadows at Russett II LLC, a Delaware limited liability company

				By:		/s/ Michael Berman
				Name:		Michael Berman
				Title:		Group Vice President

S-5


FANNIE MAE:

FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

By:		/s/ Michael W. Dick
Name:		Michael W. Dick
Title:		Asst. Vice President

S-6

EXHIBIT A TO AMENDED AND RESTATED MASTER CREDIT FACILITY

AGREEMENT

SCHEDULE OF COLLATERAL POOL BORROWERS,

MORTGAGED PROPERTIES, COLLATERAL POOLS,

INITIAL LOANS AND INITIAL VALUATIONS


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 1: $493,329,410 Initial Loan to such Collateral Pool
MA012/2	ASN Bear Hill LLC	Archstone Bear Hill	1449 Main Street Waltham, MA	$	[****]
MA060/6	ASN Quarry Hills LLC	Archstone Quarry Hills	333 Ricciuti Drive Quincy, MA	$	[****]
MA031/9	ASN Watertown LLC	Archstone Watertown Square	20 Watertown Street Watertown, MA	$	[****]
CA184/81	Archstone Cupertino LLC	Archstone Cupertino	5608 Stevens Creek Blvd. Cupertino, CA	$	[****]
CA035/82	Archstone Emerald Park LLC	Archstone Emerald Park	5095 Haven Place Dublin, CA	$	[****]
CA036/85	Archstone Hacienda LLC	Archstone Hacienda	5650 Owens Drive Pleasanton, CA	$	[****]
CA098/87	Archstone Mountain View LLC	Archstone Mountain View	870 E. El Camino Real Mountain View, CA	$	[****]
CA015/88	Archstone Redwood Shores LLC	Archstone Redwood Shores	850 Davit Lane Redwood City, CA	$	[****]
COLLATERAL POOL 2: $707,648,573 Initial Loan to such Collateral Pool
MA056/5	ASN Kendall Square LLC, successor-by-merger to ASN Worthington Place LLC	Archstone Kendall Square	195 Binney Street Cambridge, MA	$	[****]
CA166/33	ASN Los Feliz LLC	Archstone Los Feliz	3100 Riverside Drive Los Angeles, CA	$	[****]
CA162/36	Archstone Old Town Pasadena LLC	Archstone Old Town Pasadena	350 Del Mar Boulevard Pasadena, CA	$	[****]
CA089/38	Archstone Playa Del Rey LLC	Archstone Playa Del Ray	8700 Pershing Drive Playa Del Rey, CA	$	[****]
CA163/43	Archstone Thousand Oaks LLC	Archstone Thousand Oaks	351 Hodencamp Road Thousand Oaks, CA	$	[****]
NY032/65	Archstone Camargue I LLC; Archstone Camargue II LLC; Archstone Camargue III LLC	Archstone Camargue	303 E 83^rd New York, NY	$	[****]
CA161/71	ASN La Jolla Colony LLC	Archstone La Jolla Colony	7205 Charmant Drive San Diego, CA	$	[****]
CA189/92	ASN San Mateo LLC	Archstone San Mateo	1101 Park Place San Mateo, CA	$	[****]
CA190/95	Archstone South Market LLC	Archstone South Market	One Saint Francis Place San Francisco, CA	$	[****]
CA164/98	ASN Walnut Ridge LLC	Archstone Walnut Ridge	2992 Santos Lane Walnut Creek, CA	$	[****]
WA039/112	ASN Redmond Lakeview LLC	Archstone Redmond Lakeview	4250 W Lake Sammamish Pkwy. NE, Redmond, WA	$	[****]
COLLATERAL POOL 3: $1,265,805,659 Initial Loan to such Collateral Pool
CA156/30	Archstone Del Mar Station LLC	Archstone Del Mar Station	265 Arroyo Parkway Pasadena, CA	$	[****]
CA151/35	Archstone Oak Creek I LLC and Archstone Oak Creek II LLC	Archstone Oak Creek	29128 Oak Creek Lane Agoura Hills, CA	$	[****]

A-1


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
CA128/39	ASN Santa Monica LLC	Archstone Santa Monica	425 Broadway Santa Monica, CA	$	[****]
CA154/40	Archstone Santa Monica on Main LLC	Archstone Santa Monica on Main	2000 Main Street Santa Monica, CA	$	[****]
CA092/41	ASN Studio City LLC; Archstone Studio City III-A LLC; Archstone Studio City III-B LLC; Archstone Studio City III-C LLC	Archstone Studio City	10979 Bluffside Drive Studio City, CA	$	[****]
CA082/42	Archstone Westside LLC	Archstone Westside	3165 Sawtelle Blvd. Los Angeles, CA	$	[****]
NJ003/53	ASN Hoboken I LLC and ASN Hoboken II LLC	Archstone Hoboken	77 Park Avenue Hoboken, NJ	$	[****]
CA130/93	ASN Santa Clara LLC	Archstone Santa Clara	1650 Hope Drive Santa Clara, CA	$	[****]
VA040/153	Smith Property Holdings Parc Vista L.L.C.	Archstone Pentagon City	801 15^th Street South Arlington, VA	$	[****]
VA054/156	Smith Property Holdings Water Park Towers L.L.C.	Water Park Towers	1501/1505 Crystal Drive Arlington, VA	$	[****]
VA063/157	Smith Property Holdings Wilson L.L.C.	Archstone 2201 Wilson Boulevard	2201 Wilson Boulevard Arlington, VA	$	[****]
VA032/160	Smith Property Holdings Ballston Place L.L.C.	Archstone Ballston Place	901 N. Pollard Street Arlington, VA	$	[****]
VA082/161	Archstone Gallery at Rosslyn LLC	Archstone Rosslyn	1800 N. Oak Street Arlington, VA	$	[****]
DC017/181	Smith Property Holdings Six (D.C.) L.P.	Connecticut Heights	4850 Connecticut Ave., NW Washington, DC	$	[****]
DC014/183	Smith Property Holdings 4411 Connecticut L.L.C.	Park Connecticut	4411 Connecticut Ave., NW Washington, DC	$	[****]
COLLATERAL POOL 4: $963,497,640 Initial Loan to such Collateral Pool
MA038/4	Archstone Cronin’s Landing LLC	Archstone Cronin’s Landing	25 Crescent Street Waltham, MA	$	[****]
MA072/10	ASN CambridgePark LLC	Archstone Cambridge Park	30 Cambridge Park Drive Cambridge, MA	$	[****]
CA119/34	Archstone Marina del Rey-I LLC and Archstone Marina del Rey-II LLC	Archstone Marina del Rey	4157 Via Marina Marina del Rey, CA	$	[****]
CA209/49	Archstone Simi Valley LLC	Archstone Simi Valley	1579 East Jefferson Way Simi Valley, CA	$	[****]
DC016/177	Smith Property Holdings Three (D.C.) L.P.	Archstone 2501 Porter Street	2501 Porter Street, NW Washington, DC	$	[****]
VA036/146	Archstone Columbia Crossing LLC	Archstone Columbia Crossing	1957 Columbia Pike Arlington, VA	$	[****]
VA061/158	Courthouse Hill LLC	Arlington Courthouse Place	1320 N. Veitch Street Arlington, VA	$	[****]
VA058/159	Archstone Arlington Courthouse Plaza LLC	Arlington Courthouse Plaza	2250 Clarendon Boulevard Arlington, VA	$	[****]
VA056/166	Archstone Tysons Corner LLC	Archstone Tysons Corner	1723 Gosnell Road Vienna, VA	$	[****]
VA065/168	Smith Property Holdings Reston Landing L.L.C.	Archstone Reston Landing	12000 Cameron Pond Drive Reston, VA	$	[****]
DC008/178	Smith Property Holdings Alban Towers, L.L.C. and Alban Towers, L.L.C.	Alban Towers	3700 Massachusetts Ave., NW Washington, DC	$	[****]
DC006/179	Smith Property Holdings Three (D.C.) L.P.	Calvert Woodley	2601 Woodley Place, NW Washington, DC	$	[****]
DC007/180	Smith Property Holdings Three (D.C.) L.P.	Cleveland House	2727 29^th Street, NW Washington, DC	$	[****]

A-2


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
COLLATERAL POOL 5: $297,592,066 Initial Loan to such Collateral Pool
CA109/31	Archstone Glendale LLC	Archstone Glendale	201 West Fairview Glendale, CA	$	[****]
CA091/37	ASN Pasadena LLC	Archstone Pasadena	25 South Oak Knoll Avenue Pasadena, CA	$	[****]
CA181/44	ASN Thousand Oaks Plaza LLC	Archstone Thousand Oaks Plaza	235 N. Conejo School Road Thousand Oaks, CA	$	[****]
CA004/97	Archstone Walnut Creek LLC	Archstone Walnut Creek	1445 Treat Boulevard Walnut Creek, CA	$	[****]
CA040/99	Archstone Willow Glen LLC	Archstone Willow Glen	3200 Rublino Drive San Jose, CA	$	[****]
CA018/102	Archstone Harborside LLC	Archstone Harborside	11 Avocet Drive Redwood City, CA	$	[****]
COLLATERAL POOL 6: $945,336,832 Initial Loan to such Collateral Pool
CA213/47	ASN Ventura LLC; ASN Ventura Two LLC and ASN Ventura Four LLC	Archstone Ventura	930 Pacific Strand Court Ventura, CA	$	[****]
CA210/101	ASN Emeryville LLC	Archstone Emeryville	6401 Shellmound Street Emeryville, CA	$	[****]
VA018/176	ASN Fairchase LLC and Archstone Fairchase II LLC	Archstone Fairchase	4411 Dixie Hill Road Fairfax, VA	$	[****]
CA175/198	ASN Mountain View LLC	Oakwood Mountain View	555 W. Middlefield Road Mountain View, CA	$	[****]
CA169/200	ASN San Jose LLC	Oakwood San Jose South	700 S. Saratoga Avenue San Jose, CA	$	[****]
MA055/201	Archstone Oakwood Boston LLC	Oakwood Boston	131 State Street Boston, MA	$	[****]
CA171/203	ASN Long Beach LLC	Oakwood Long Beach Marina	333 First Street Seal Beach, CA	$	[****]
CA172/204	ASN Marina LLC	Oakwood Marina Del Rey	4111 Via Marina Marina Del Rey, CA	$	[****]
CA173/205	Archstone Oakwood Toluca Hills LLC	Oakwood Toluca Hills	3600-3720 Barham Blvd. Los Angeles, CA	$	[****]
CA174/206	ASN Woodland Hills East LLC	Oakwood Woodland Hills	22122 Victory Boulevard Woodland Hills, CA	$	[****]
WA041/207	ASN Bellevue LLC	Oakwood Bellevue	938 110^th Avenue NE Bellevue, WA	$	[****]
WA042/208	ASN Seattle LLC	Archstone Elliott Bay	312 2^nd Avenue W Seattle, WA	$	[****]
VA095/210	Archstone Oakwood Arlington LLC	Oakwood Arlington	1550 Clarendon Boulevard Arlington, VA	$	[****]
PA002/212	Archstone Oakwood Philadelphia LLC	Oakwood Philadelphia	110-116 S. 16^th Street Philadelphia, PA	$	[****]
DC011/189	Smith Property Holdings Van Ness L.P.	Archstone Glover Park	3850 Tunlaw Road, NW Washington, DC	$	[****]
DC009/188	Smith Property Holdings Van Ness L.P.	Archstone Tunlaw Gardens	3903 Davis Place, NW Washington, DC	$	[****]
COLLATERAL POOL 7: $1,060,031,951 Initial Loan to such Collateral Pool
MA039/7	ASN Quincy LLC (f/k/a Smith Property Holdings Sagamore Towers L.L.C.)	Archstone Quincy	95 W. Squantum Street Quincy, MA	$	[****]
CA188/84	ASN Fremont LLC	Archstone Fremont Center	39410 Civic Center Drive Fremont, CA	$	[****]
CA187/96	ASN Walnut Creek Station LLC	Archstone Walnut Creek Station	121 Roble Road Walnut Creek, CA	$	[****]

A-3


Property Number	Borrower Name	Mortgaged Property	Property Address	Initial Valuation
DC005/182	Smith Property Holdings One (D.C.) L.P.	Archstone Dupont Circle	1616 18^th Street, NW Washington, DC	$	[****]
VA039/148	Archstone Crystal Place LLC	Crystal Place	1801 Crystal Drive Arlington, VA	$	[****]
VA091/162	Archstone Gallery at Virginia Square I LLC; Archstone Gallery at Virginia Square II LLC; Archstone Gallery at Virginia Square III LLC	Archstone Virginia Square	901 N. Nelson Street Arlington, VA	$	[****]
VA059/163	Archstone Lincoln Towers LLC	Archstone Ballston Square	850 N. Randolph Street Arlington, VA	$	[****]
VA081/164	ASN Monument Park LLC	Archstone Monument Park	4457 Oakdale Crescent Ct. Fairfax, VA	$	[****]
VA057/170	Archstone Charter Oak LLC	Archstone Charter Oak	11637 Charter Oak Court Reston, VA	$	[****]
DC018/185	Smith Property Holdings Consulate L.L.C.	The Consulate	2950 Van Ness Street, NW Washington, DC	$	[****]
DC010/187	Smith Property Holdings One (D.C.) L.P.	The Statesman	2020 F Street, NW Washington, DC	$	[****]
VA047/209	Archstone Gateway Place LLC	Gateway Place	400 South 15^th Street Arlington, VA	$	[****]
DC004/184	Smith Property Holdings Five (D.C.) L.P.	The Albemarle	4501 Connecticut Ave., NW Washington, DC	$	[****]
MD042/173	Archstone Meadows at Russett I (Borrower) LLC and Archstone Meadows at Russett II (Borrower) LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD	$	[****]
	IDOT Guarantor: ASN Meadows at Russett I LLC and ASN Meadows at Russett II LLC	Archstone Russett	8185 Scenic Meadows Drive Laurel, MD
VA043/151/ 152	Archstone Crystal Towers & Lofts 590 LLC	Archstone Crystal Towers/Lofts 590	1600 S. Eads Street; 590 S. 15^th Street Arlington, VA	$	[****]
COLLATERAL POOL 8: $209,453,317 Initial Loan to such Collateral Pool
N/A
COLLATERAL POOL 9: $1,126,630,452 Initial Loan to such Collateral Pool
NY027/61	ASN Murray Hill LLC	Archstone Murray Hill	245 E. 40^th Street New York, NY	$	[****]
NY030/63	ASN Key West LLC	Key West	750 Columbus Avenue New York, NY	$	[****]
NY024/64	ASN Westmont LLC	The Westmont	730 Columbus Avenue New York, NY	$	[****]
CA220/80	ASN Encinitas LLC	Archstone Encinitas	1100 Garden View Road San Diego, CA	$	[****]
VA037/147	Smith Property Holdings Crystal Houses L.L.C.	Crystal House	1900 S. Eads Street Arlington, VA	$	[****]
DC019/190	Smith Property Holdings Van Ness L.P.	Archstone Van Ness	3003 Van Ness Street, NW Washington, DC	$	[****]

A-4

NINTH AMENDMENT TO AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

THIS NINTH AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of November 1, 2012, by and among (i) (a) Borrowers signatory hereto (individually and collectively, “Borrower”), (b) IDOT Guarantors signatory hereto (individually and collectively, “IDOT Guarantor”), and (ii) FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).

RECITALS:

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect (i) the extension of the maturity date of the Loans secured by Collateral Pool 5, Collateral Pool 7, and Collateral Pool 9 pursuant to the terms and conditions of the Master Agreement (collectively, the “Extension”), (ii) subject to the terms and conditions set forth below, Fannie Mae’s consent to Archstone Crystal Towers & Lofts 590 LLC (“Crystal Towers/Lofts Borrower”) causing the subdivision of the Mortgaged Property commonly known as Archstone Crystal Towers and Lofts 590 (“Crystal Towers/Lofts”) and entering into the documents more particularly set forth on Schedule I attached hereto (the “Crystal Towers Subdivision Documents”) and (iii) subject to the terms and conditions set forth below, Fannie Mae’s consent to Smith Property Holdings Crystal Houses L.L.C. (“Crystal Houses Borrower”) and Crystal Towers/Lofts Borrower entering into various agreements affecting Crystal Towers/Lofts and the Mortgaged Property commonly known as Archstone Crystal Houses (“Crystal Houses”) as more particularly set forth on Schedule I attached hereto (the “Crystal Houses and Crystal Towers Modification Documents”).

AGREEMENT:

1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

2. Extension of Loans secured by Collateral Pool 5 and Collateral Pool 7. Pursuant to the terms of Section 1.06 of the Master Agreement, the Collateral Pool 5 Borrower

and Collateral Pool 7 Borrower each hereby elect to convert its respective Loan to a Variable Loan and extend the maturity date of such Loan to November 1, 2014 pursuant to the Two-Year Extension. Subject to the satisfaction of the terms and conditions set forth in Section 4.03 of the Master Agreement and this Amendment, Fannie Mae hereby consents to such Extension. No further extension options are available to Collateral Pool 5 Borrower and Collateral Pool 7 Borrower under the Master Agreement.

3. Extension of Loan secured by Collateral Pool 9. Pursuant to the terms of Section 1.05 of the Master Agreement, Collateral Pool 9 Borrower hereby elect to extend the maturity date of its Variable Loan. Notwithstanding the terms of Section 1.05 of the Master Agreement, Borrower hereby requests and Fannie Mae hereby consents to the Extension of Collateral Pool 9 for one (1) period of two (2) years to November 1, 2014 (the “Pool 9 Two-Year Extension”). Subject to the satisfaction of the terms and conditions set forth in Section 4.03 of the Master Agreement and this Amendment, Fannie Mae hereby consents to such Extension. No further extension options are available to Collateral Pool 9 Borrower under the Master Agreement.

In connection with the Extension of the maturity date of Collateral Pool 9, the last paragraph of Section 1.05 of the Master Agreement is hereby amended and restated in its entirety as follows:

Upon receipt of the applicable Extension Notice and upon compliance with conditions set forth above, the Variable Loan maturity date for the applicable Variable Loan Note shall be extended for the period specified in the Extension Notice on the terms and conditions contained in this Agreement and the other Loan Documents. The Variable Loan Fee for the Pool 9 Two-Year Extension (as defined in that certain Ninth Amendment to Amended and Restated Master Credit Facility Agreement dated as of November 1, 2012) maturing on November 1, 2014 shall be 350 basis points.

4. Title Endorsements. As a condition to Fannie Mae’s consent to the Extension, each applicable Collateral Pool Borrower hereby agrees to cause the Title Company, by the date that is the earlier of (i) February 1, 2013 or (ii) twenty (20) days following the completion of an IPO with respect to Archstone Property Holdings LLC or its Affiliates, to issue endorsements to the Title Insurance Policies in accordance with Section 4.03(h) of the Master Agreement for each Mortgaged Property in Collateral Pool 5, Collateral Pool 7, and Collateral Pool 9 at such time.

5. Variable Loan Fee. The definition of “Variable Loan Fee” in the Master Agreement is hereby amended and restated in its entirety as follows:

“Variable Loan Fee” means (i) with respect to a Variable Loan secured by Collateral Pool 5, Collateral Pool 7, or Collateral Pool 9, for the period commencing November 1, 2012 through October 31, 2014, three hundred fifty basis points per annum (3.500%); and (ii) with respect to any other Fixed Loan converted to a Variable Loan in accordance with the terms of this Agreement, the number of basis points determined at the time of such closing by Lender.

6. Interest Rate Cap. Fannie Mae hereby acknowledges and agrees that Borrower shall have until November 5, 2012 to satisfy the requirement to acquire an Interest Rate Cap with a notional amount of $227,429,738 in accordance with the terms of each applicable Hedge Security Agreement dated as of the date hereof.

7. Consent to Crystal Towers Subdivision. Fannie Mae hereby consents to the execution of the Crystal Towers Subdivision Documents subject to the following conditions:

(a) Within ten (10) business days of receipt thereof, Crystal Towers/Lofts Borrower shall provide Fannie Mae or Wells Fargo Bank, N.A., as servicer, with (i) copies of all approvals issued by Arlington County, Virginia in respect of the subdivision of Crystal Towers/Lofts, (ii) copies of any final subdivision maps for Crystal Towers/Lofts and (iii) evidence of the issuance of a separate tax parcel identification numbers for the subdivided parcels of Crystal Towers/Lofts.

(b) Upon the recordation of any of the Crystal Towers Subdivision Documents, Crystal Towers/Lofts Borrower shall provide Fannie Mae or Wells Fargo Bank, N.A., as servicer, with an endorsement to the applicable Title Insurance Policy acceptable to Fannie Mae amending the effective date of the Title Insurance Policy to the date of recordation, amending the legal descriptions of the Mortgaged Property and showing the applicable Crystal Towers Subdivision Document as an additional exception to coverage.

8. Consent to Crystal Houses and Crystal Towers Modifications. Fannie Mae hereby consents to the execution of the Crystal Houses and Crystal Towers Modification Documents subject to the following conditions:

(a) Crystal Houses Borrower and Archstone Enterprise LP shall enter into an Indemnity Agreement in favor of Fannie Mae in form and substance acceptable to Fannie Mae relating to the claims, actions or suits described therein with respect to the documents described on Schedule I attached hereto.

(b) Promptly following the occurrence thereof, Crystal Houses Borrower shall provide Fannie Mae or Wells Fargo Bank, N.A., as servicer, with notice of the lapse or extension of the “Offering Period” set forth in that certain Joint Marketing Agreement by and between Alder Branch Realty Limited Partnership and Crystal Houses Borrower dated on or about October 4, 2012.

(c) Upon the recordation of any of the Crystal Houses and Crystal Towers Modification Documents (other than the Memorandum of Covenant Amendment Documents and Amendment to Pool and Recreation Agreements described on Schedule I attached hereto), Borrower shall provide Fannie Mae with an endorsement to the applicable Title Insurance Policy acceptable to Fannie Mae amending the effective date of the Title Insurance Policy to the date of recordation, and showing the applicable Crystal Houses and Crystal Towers Modification Document as an additional exception to coverage.

9. Limits on Personal Liability. The provisions of Article 12 of the Master Agreement (entitled “Limits on Personal Liability”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Article were set forth in its entirety herein

10. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

11. Applicable Law. The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such Section were set forth in its entirety herein.

12. Capitalized Terms. Any capitalized terms used in this Amendment and not specifically defined herein shall have the meanings set forth in the Master Agreement.

13. Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

The parties hereto have executed this Amendment on the date and year first above written.


		BORROWER AGENT:

		ARCHSTONE, a Maryland real estate investment trust, as Borrower Agent for:

				COLLATERAL POOL 1 BORROWER: ASN Bear Hill LLC, a Delaware limited liability company ASN Quarry Hills LLC, a Delaware limited liability company ASN Watertown LLC, a Delaware limited liability company Archstone Cupertino LLC, a Delaware limited liability company Archstone Emerald Park LLC, a Delaware limited liability company Archstone Hacienda LLC, a Delaware limited liability company Archstone Mountain View LLC, a Delaware limited liability company Archstone Redwood Shores LLC, a Delaware limited liability company COLLATERAL POOL 2 BORROWER: ASN Kendall Square LLC, a Delaware limited liability company ASN Los Feliz LLC, a Delaware limited liability company Archstone Old Town Pasadena LLC, a Delaware limited liability company Archstone Playa del Rey LLC, a Delaware limited liability company Archstone Thousand Oaks LLC, a Delaware limited liability company Archstone Camargue I LLC, a Delaware limited liability company Archstone Camargue II LLC, a Delaware limited liability company Archstone Camargue III LLC, a Delaware limited liability company ASN La Jolla Colony LLC, a Delaware limited liability company ASN San Mateo LLC, a Delaware limited liability company Archstone South Market LLC, a Delaware limited liability company ASN Walnut Ridge LLC, a Delaware limited liability company ASN Redmond Lakeview LLC, a Delaware limited liability company COLLATERAL POOL 3 BORROWER: Archstone Del Mar Station LLC, a Delaware limited liability company Archstone Oak Creek I LLC, a Delaware limited liability company Archstone Oak Creek II LLC, a Delaware limited liability company ASN Santa Monica LLC, a Delaware limited liability company

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Archstone Santa Monica on Main LLC, a Delaware limited liability company

ASN Studio City LLC, a Delaware limited liability company

Archstone Studio City III-A LLC, a Delaware limited liability company

Archstone Studio City III-B LLC, a Delaware limited liability company

Archstone Studio City III-C LLC, a Delaware limited liability company

Archstone Westside LLC, a Delaware limited liability company

ASN Hoboken I LLC, a Delaware limited liability company

ASN Hoboken II LLC, a Delaware limited liability company

ASN Santa Clara LLC, a Delaware limited liability company

Smith Property Holdings Parc Vista L.L.C., a Delaware limited liability company

Smith Property Holdings Water Park Towers L.L.C., a Delaware limited liability company

Smith Property Holdings Wilson L.L.C., a Delaware limited liability company

Smith Property Holdings Ballston Place L.L.C., a Delaware limited liability company

Archstone Gallery at Rosslyn LLC a Delaware limited liability company

Smith Property Holdings Six (D.C.) L.P., a Delaware limited partnership

Smith Property Holdings 4411 Connecticut L.L.C., a Delaware limited liability company

COLLATERAL POOL 4 BORROWER:

Archstone Cronin’s Landing LLC, a Delaware limited liability company

ASN CambridgePark LLC, a Delaware limited liability company

Archstone Marina del Rey-I LLC, a Delaware limited liability company

Archstone Marina del Rey-II LLC, a Delaware limited liability company

Archstone Simi Valley LLC, a Delaware limited liability company

Archstone Columbia Crossing LLC, a Delaware limited liability company

Courthouse Hill LLC, a Delaware limited liability company

Archstone Arlington Courthouse Plaza LLC, a Delaware limited liability company

Archstone Tysons Corner LLC, a Delaware limited liability company

Smith Property Holdings Reston Landing L.L.C., a Delaware limited liability company

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Smith Property Holdings Three (D.C.) L.P., a Delaware limited partnership

Smith Property Holdings Alban Towers, L.L.C., a Delaware limited liability company

Alban Towers, L.L.C., a District of Columbia limited liability company

COLLATERAL POOL 5 BORROWER:

Archstone Glendale LLC, a Delaware limited liability company

ASN Pasadena LLC, a Delaware limited liability company

ASN Thousand Oaks Plaza LLC, a Delaware limited liability company

Archstone Walnut Creek LLC, a Delaware limited liability company

Archstone Willow Glen LLC, a Delaware limited liability company

Archstone Harborside LLC, a Delaware limited liability company

COLLATERAL POOL 6 BORROWER:

ASN Ventura LLC, a Delaware limited liability company

ASN Ventura Two LLC, a Delaware limited liability company

ASN Ventura Four LLC, a Delaware limited liability company

ASN Emeryville LLC, a Delaware limited liability company

ASN Fairchase LLC, a Delaware limited liability company

Archstone Fairchase II LLC, a Delaware limited liability company

ASN Mountain View LLC, a Delaware limited liability company

ASN San Jose LLC, a Delaware limited liability company

Archstone Oakwood Boston LLC, a Delaware limited liability company

ASN Long Beach LLC, a Delaware limited liability company

ASN Marina LLC, a Delaware limited liability company

Archstone Oakwood Toluca Hills LLC, a Delaware limited liability company

ASN Woodland Hills East LLC, a Delaware limited liability company

ASN Bellevue LLC, a Delaware limited liability company

ASN Seattle LLC, a Delaware limited liability company

Archstone Oakwood Arlington LLC, a Delaware limited liability company

Archstone Oakwood Philadelphia LLC, a Delaware limited liability company

Smith Property Holdings Van Ness L.P., a Delaware limited partnership

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COLLATERAL POOL 7 BORROWER:

ASN Quincy LLC, a Delaware limited liability company

ASN Fremont LLC, a Delaware limited liability company

ASN Walnut Creek Station LLC, a Delaware limited liability company

Archstone Crystal Place LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square I LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square II LLC, a Delaware limited liability company

Archstone Gallery at Virginia Square III LLC, a Delaware limited liability company

Archstone Lincoln Towers LLC, a Delaware limited liability company

ASN Monument Park LLC, a Delaware limited liability company

Archstone Charter Oak LLC, a Delaware limited liability company

Smith Property Holdings One (D.C.) L.P., a Delaware limited partnership

Smith Property Holdings Consulate L.L.C., a Delaware limited liability company

Archstone Gateway Place LLC, a Delaware limited liability company

Smith Property Holdings Five (D.C.) L.P., a Delaware limited partnership

Archstone Meadows at Russett I (Borrower) LLC, a Delaware limited liability company

Archstone Meadows at Russett II (Borrower) LLC, a Delaware limited liability company

Archstone Crystal Towers & Lofts 590 LLC, a Delaware limited liability company

COLLATERAL POOL 9 BORROWER:

ASN Murray Hill LLC, a Delaware limited liability company

ASN Key West LLC, a Delaware limited liability company

ASN Westmont LLC, a Delaware limited liability company

ASN Encinitas LLC, a Delaware limited liability company

Smith Property Holdings Van Ness L.P., a Delaware limited partnership

Smith Property Holdings Crystal Houses L.L.C., a Delaware limited liability company

Archstone Crystal Towers & Lofts 590 LLC, a Delaware limited liability company

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				IDOT GUARANTOR: ASN Meadows at Russett I LLC, a Delaware limited liability company ASN Meadows at Russett II LLC, a Delaware limited liability company

				By:		/s/ Carl Wade
				Name:		Carl Wade
				Title:		Vice President

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FANNIE MAE:

FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

By:		/s/ Caroline Blakely
Name:		Caroline Blakely
Title:		Vice President

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Schedule I

Crystal Towers Subdivision Documents

Deed of Resubdivision, Vacation and Dedication by Crystal Towers/Lofts Borrower.

Declaration of Reciprocal Easements, Covenants, Conditions and Restrictions by Crystal Towers/Lofts Borrower.

Crystal Houses and Crystal Towers Modification Documents

Termination Agreement and Release of Covenant (Crystal Houses, Crystal Towers and Alder Branch) (Master Covenant) by and among Crystal Houses Borrower, Crystal Towers/Lofts Borrower and Alder Branch.

Termination Agreement and Release of Covenant (Crystal Towers and Crystal Houses) (Sub-Covenant) by and between Crystal Houses Borrower and Crystal Towers/Lofts Borrower.

Memorandum of Covenant Amendment Documents by and among Crystal Houses Borrower, Crystal Towers/Lofts Borrower and Alder Branch.

Declaration of Covenants, Conditions and Restrictions (Regarding Unified Site Plan for Crystal Towers, Lofts 590, Crystal Houses, and Crystal Houses III) by and among Crystal Houses Borrower, Crystal Towers/Lofts Borrower and Alder Branch.

Second Amendment to Indenture of Lease by and between Crystal Houses Borrower and Alder Branch.

Third Amendment to Indenture of Lease by and between Crystal Houses Borrower and Alder Branch.

Amendment to Pool and Recreation Agreements by and between Crystal Houses Borrower and Alder Branch.

Copies of the Crystal Houses and Crystal Towers Modification Documents being held pursuant to the terms of that certain Master Agreement dated as of October 4, 2012 among Crystal Towers/Lofts Borrower, Crystal Houses Borrower, and Alder Branch Realty Limited Partnership, a Maryland limited partnership, have been delivered to Fannie Mae’s counsel pursuant to an email on October 30, 2012.

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AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT BY AND BETWEEN BORROWERS SIGNATORY HERETO IDOT GUARANTORS SIGNATORY HERETO AND FANNIE MAE DATED AS OF December 2, 2010

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