AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED
CREDIT AGREEMENT

among

TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY GUARANTOR, L.P.,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY PARALLEL GUARANTOR, L.L.C.,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY PRINCIPAL, L.P.,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY NOMINEE (GP), L.L.C.,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY NOMINEE, L.P.,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY HOLDINGS I CORP.,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES I TRUST,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES II, L.L.C.,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES III, L.L.C.,
TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES IV, L.L.C.,
TISHMAN SPEYER ARCHSTONE-SMITH OC/SD JV HOLDINGS, L.L.C.,
TISHMAN SPEYER ARCHSTONE-SMITH OC/SD JV, L.L.C.
and
THE ADDITIONAL PARENT GUARANTORS,
as Parent/Affiliate Guarantors,

ARCHSTONE-SMITH OPERATING TRUST,
as Borrower,

LEHMAN BROTHERS INC.,
and
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Joint Bookrunners,

BANK OF AMERICA, N.A.,
as Syndication Agent,

BARCLAYS CAPITAL REAL ESTATE INC.,
as Documentation Agent,

and

LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent

Dated as of November 27, 2007

TABLE OF CONTENTS

			Page
SECTION 1 DEFINITIONS			2
1.1 Defined Terms			2
1.2 Other Definitional Provisions			50
SECTION 2 AMOUNT AND TERMS OF COMMITMENTS			51
2.1 Existing Term Loans			51
2.2 Additional Tranche B Term Loan Facility			51
2.3 Repayment of Term Loans			51
2.4 Revolving Credit Commitments			52
2.5 Procedure for Revolving Credit Borrowing			52
2.6 Swing Line Commitment			53
2.7 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans			53
2.8 Repayment of Loans; Evidence of Debt			55
2.9 Commitment Fees, etc.			56
2.10 Termination or Reduction of Revolving Credit Commitments			56
2.11 Optional Prepayments			56
2.12 Mandatory Prepayments			57
2.13 Conversion and Continuation Options			62
2.14 Minimum Amounts and Maximum Number of Eurodollar Tranches			63
2.15 Interest Rates and Interest Payment Dates			63
2.16 Computation of Interest and Fees			63
2.17 Inability to Determine Interest Rate			64
2.18 Pro Rata Treatment and Payments			64
2.19 Requirements of Law			66
2.20 Taxes			67
2.21 Indemnity			69
2.22 Illegality			70
2.23 Change of Lending Office			70
2.24 Replacement of Lenders under Certain Circumstances			70
2.25 Interest Reserve Account			71
2.26 Exchangeable Notes Escrow Account			72
2.27 Expense Reserve Account			73
2.28 Incremental Term Loans			73
2.29 Increases in Revolving Credit Commitments			74
SECTION 3 LETTERS OF CREDIT			76
3.1 L/C Commitment			76
3.2 Procedure for Issuance of Letter of Credit			76
3.3 Fees and Other Charges			77
3.4 L/C Participations			77
3.5 Reimbursement Obligation of the Borrower			78

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			Page
3.6 Bond L/Cs			79
3.7 Obligations Absolute			79
3.8 Letter of Credit Payments			79
3.9 Applications			80
SECTION 4 REPRESENTATIONS AND WARRANTIES			80
4.1 Financial Condition			80
4.2 No Change			81
4.3 Corporate Existence; Compliance with Law			81
4.4 Corporate Power; Authorization; Enforceable Obligations			82
4.5 No Legal Bar			82
4.6 No Material Litigation			82
4.7 No Default			83
4.8 Ownership of Property; Liens			83
4.9 Intellectual Property			83
4.10 Taxes			83
4.11 Federal Regulations			83
4.12 Labor Matters			83
4.13 ERISA			84
4.14 Investment Company Act; Other Regulations			84
4.15 Subsidiaries			84
4.16 Use of Proceeds			84
4.17 Environmental Matters			85
4.18 Accuracy of Information, etc.			86
4.19 Security Documents			87
4.20 Solvency			87
4.21 Regulation H			87
4.22 Certain Documents			88
4.23 REIT Status; Borrower Tax Status			88
SECTION 5 CONDITIONS PRECEDENT			88
5.1 Conditions to Effectiveness			88
5.2 Conditions to Each Extension of Credit			90
SECTION 6 AFFIRMATIVE COVENANTS			91
6.1 Financial Statements			91
6.2 Certificates; Other Information			92
6.3 Payment of Obligations			93
6.4 Conduct of Business and Maintenance of Existence; Compliance			93
6.5 Maintenance of Property; Insurance			94
6.6 Inspection of Property; Books and Records; Discussions			94
6.7 Notices			94
6.8 Environmental Laws			95
6.9 Interest Rate Protection			96
6.10 Additional Collateral, etc.			96
6.11 Further Assurances			98

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			Page
6.12 Appraisals			99
6.13 Amendments to the Development Loan Documents			99
6.14 REIT Election Effective Date			99
6.15 Additional Parent Guarantors			99
6.16 Affiliate Borrower Distributions			99
6.17 Additional Development Properties			100
6.18 Post-Closing Covenants			100
SECTION 7 NEGATIVE COVENANTS			102
7.1 Financial Condition Covenants			102
7.2 Limitation on Indebtedness			103
7.3 Limitation on Liens			107
7.4 Limitation on Fundamental Changes			109
7.5 Limitation on Disposition of Property			110
7.6 Limitation on Restricted Payments			112
7.7 Limitation on Maintenance Capital Expenditures and Renovation Capital Expenditures			115
7.8 Limitation on Investments			116
7.9 Limitation on Redemptions and Modifications of the ASOT Preferred Stock			118
7.10 Limitation on Transactions with Affiliates			119
7.11 Limitation on Sales and Leasebacks			119
7.12 Limitation on Changes in Fiscal Periods			119
7.13 Limitation on Negative Pledge Clauses			119
7.14 Limitation on Restrictions on Subsidiary Distributions			120
7.15 Limitation on Lines of Business			120
7.16 Limitation on Amendments to Merger Documentation			120
7.17 Limitation on Amendments to Other Documents			120
7.18 Limitation on Actions Relating to the Real Estate Purchase Documentation and the Affiliate Borrower Loan Documents			121
7.19 Limitation on Activities of Parent/Affiliate Guarantors			121
7.20 Limitation on Hedge Agreements			122
7.21 Special Covenants			122
SECTION 8 EVENTS OF DEFAULT			122
SECTION 9 THE AGENTS			125
9.1 Appointment			125
9.2 Delegation of Duties			126
9.3 Exculpatory Provisions			126
9.4 Reliance by Agents			126
9.5 Notice of Default			127
9.6 Non-Reliance on Agents and Other Lenders			127
9.7 Indemnification			127
9.8 Agent in Its Individual Capacity			128
9.9 Successor Administrative Agent			128
9.10 Authorization to Release Liens and Guarantees			129

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			Page
9.11 The Arrangers; the Syndication Agent			129
9.12 Execution of Intercreditor Agreements			129
9.13 Bond L/Cs and Bond Documents			129
SECTION 10 MISCELLANEOUS			129
10.1 Amendments and Waivers			129
10.2 Notices			132
10.3 No Waiver; Cumulative Remedies			134
10.4 Survival of Representations and Warranties			134
10.5 Payment of Expenses			134
10.6 Successors and Assigns; Participations and Assignments			136
10.7 Adjustments; Set-off			139
10.8 Counterparts			140
10.9 Severability			140
10.10 Integration			140
10.11 Governing Law			140
10.12 Submission to Jurisdiction; Waivers			140
10.13 Acknowledgments			141
10.14 Confidentiality			141
10.15 Release of Collateral and Guarantee Obligations			142
10.16 Accounting Changes			143
10.17 Delivery of Lender Addenda			143
10.18 Waivers of Jury Trial			143
10.19 Exculpation			143
10.20 Effect of Amendment and Restatement of the Existing Credit Agreement			144
10.21 Special Provisions			144

-iv-

ANNEX:
A		Additional Parent Guarantors
B		Existing Letters of Credit
SCHEDULES:
1.1A		Mortgaged Property
1.1B		Real Property
1.1C		Mortgage/Mezzanine Documents
1.1D		Property Owners
1.1E		Minimum NTPA LLC Asset and Smith LLC Asset Release Prices
1.1F		German Assets
3.6		Bond L/Cs
4.6		Material Litigation
4.10		Tax Liens
4.15		Subsidiaries
4.19(a)		Uniform Commercial Code Filing Jurisdictions
4.19(b)		Mortgage Filing Jurisdictions
7.2(d)		Existing Indebtedness
7.3(f)		Existing Liens
EXHIBITS:
A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		[Intentionally Omitted]
E		Form of Assignment and Acceptance
F		Form of Legal Opinion of Wachtell, Lipton, Rosen & Katz
G-1		Form of Term Note
G-2		Form of Revolving Credit Note
G-3		Form of Swing Line Note
H		Form of Exemption Certificate
I		Form of Lender Addendum
J		Form of Borrowing Notice
K		Form of Revolving Credit Commitment Increase Supplement
L.		Form of New Lender Supplement

-v-

          AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 27, 2007, among TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY GUARANTOR, L.P., a Delaware limited partnership (“ Guarantor 1 ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY PARALLEL GUARANTOR, L.L.C., a Delaware limited liability company (“ Guarantor 2 ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY PRINCIPAL, L.P., a Delaware limited partnership (the “ Principal Guarantor ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY NOMINEE (GP), L.L.C., a Delaware limited liability company (the “ Nominee GP Guarantor ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY NOMINEE, L.P., a Delaware limited partnership (the “ Nominee Guarantor ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY HOLDINGS I CORP., a Delaware corporation (“ Holdings I Corp ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES I TRUST, a Maryland real estate investment trust (“ Holdings ”), each of the entities listed on Annex A (the “ Additional Parent Guarantors ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES II, L.L.C., a Delaware limited liability company (“ Smith LLC ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES III, L.L.C., a Delaware limited liability company (“ NTPA LLC ”), TISHMAN SPEYER ARCHSTONE-SMITH MULTIFAMILY SERIES IV, L.L.C., a Delaware limited liability company (“ Secured Note LLC ”), TISHMAN SPEYER ARCHSTONE-SMITH OC/SD JV HOLDINGS, L.L.C., a Delaware limited liability company (“ OC/SD JV HOLDINGS LLC ”), TISHMAN SPEYER ARCHSTONE-SMITH OC/SD JV, L.L.C., a Delaware limited liability company (“ OC/SD JV LLC ”), ARCHSTONE-SMITH OPERATING TRUST, a Maryland real estate investment trust (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), LEHMAN BROTHERS INC. and BANC OF AMERICA SECURITIES LLC, as joint lead arrangers and joint bookrunners (in such capacity, the “ Arrangers ”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “ Syndication Agent ”), BARCLAYS CAPITAL REAL ESTATE INC., as documentation agent (in such capacity, the “ Documentation Agent ”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H :

          WHEREAS, the Borrower is party to the Credit Agreement, dated as of October 5, 2007 (the “ Existing Credit Agreement ”), among the Parent/Affiliate Guarantors, the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, Lehman Brothers Inc. and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as syndication agent, Barclays Capital Real Estate Inc., as documentation agent, and Lehman Commercial Paper Inc., as administrative agent;

          WHEREAS, the Borrower has requested additional term loans (the “ Additional Tranche B Term Loans ”) in an aggregate amount not exceeding $695,000,000 to repay a portion of the Tranche A Term Loans and to finance additional costs and expenses incurred in connection with the Transactions (as defined in the Existing Credit Agreement);

 2

          WHEREAS, the Borrowers have requested that the Lenders agree to amend and restate the Existing Credit Agreement to permit the Additional Tranche B Term Loans to be added to the Tranche B Term Loans (as defined in the Existing Credit Agreement) and certain other matters as more particularly set forth herein;

          WHEREAS, the Required Prepayment Lenders (as defined in the Existing Credit Agreement) have agreed to waive the provisions of Section 2.12(a) and the Revolving Credit Lenders (as defined in the Existing Credit Agreement) have agreed to waive the provisions of Section 2.18(b) with respect to the use of proceeds of the Additional Tranche B Term Loans; and

          WHEREAS, the Required Lenders (as defined in the Existing Credit Agreement) have agreed to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein, and the Lenders party hereto have agreed to provide the facilities requested by the Borrower on the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto agree that on the Effective Date, as provided in Section 10.20, the Existing Credit Agreement shall be amended and restated in its entirety as follows:

SECTION 1. DEFINITIONS

          1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

          “ Account Bank ”: Bank of America, N.A.

          “ Acknowledgement and Consent ”: an acknowledgement and consent, executed and delivered by each Parent/Affiliate Guarantor, the Borrower and each Subsidiary Guarantor, affirming such Loan Party’s obligations pursuant to the Guarantee and Collateral Agreement and other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent.

          “ Additional Fund ”: each “Fund” that is the direct or indirect parent of an Additional Parent Guarantor.

          “ Additional Parent Guarantors ”: each Additional Parent Guarantor described on Annex A hereto, together with any Additional Parent Guarantor that becomes a party hereto in accordance with Section 6.15.

          “ Additional Tranche B Term Loan ”: as defined in Section 2.2(a).

          “ Additional Tranche B Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make an Additional Tranche B Term Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “Additional Tranche B Term Loan Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and

Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Additional Tranche B Term Loan Commitments is $695,000,000.

          “ Additional Tranche B Term Loan Facility ”: the Additional Tranche B Term Loan Commitments and the Additional Tranche B Term Loans made thereunder.

          “ Additional Tranche B Term Loan Lender ”: each Lender which is the holder of an Additional Tranche B Term Loan.

          “ Adjustment Date ”: as defined in the Pricing Grid.

          “ Administration Fee ”: on any date of determination, an amount equal to the “Administration Fee” due and payable by the Combined Group Members to the Funds pursuant to Section 6.14 of their respective Fund Agreements on such date, as applicable.

          “ Administration Fee Agreement ”: the Administration Fee Agreement, by and among the Funds, to the extent applicable, in favor of the Administrative Agent, to be entered into pursuant to Section 6.18(f), as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Administrative Agent ”: as defined in the preamble hereto.

          “ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

          “ Affiliate Borrower I-A ”: Tishman Speyer Archstone-Smith Multifamily Holdings I (Borrower-A), L.P., a Delaware limited partnership.

          “ Affiliate Borrower I-A Credit Agreement ”: the Credit Agreement (Affiliate Borrower I-A), dated as of October 5, 2007, among the Affiliate Borrower I-A, as borrower, and the Borrower, as lender, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Affiliate Borrower I-A Loan Documents ”: the “Loan Documents” as defined in the Affiliate Borrower I-A Credit Agreement.

          “ Affiliate Borrower I-B ”: Tishman Speyer Archstone-Smith Multifamily Holdings I (Borrower-B), L.P., a Delaware limited partnership.

          “ Affiliate Borrower I-B Credit Agreement ”: the Credit Agreement (Affiliate Borrower I-B), dated as of October 5, 2007, among the Affiliate Borrower I-B, as borrower, and Secured Note LLC, as lender, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Affiliate Borrower I-B GP ”: Tishman Speyer Archstone-Smith Multifamily Holdings I (Borrower-B) GP, L.L.C., a Delaware limited liability company.

          “ Affiliate Borrower I-B Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement (Affiliate Borrower I-B), dated as of October 5, 2007, made by Holdings I and Affiliate Borrower I-B GP in favor of Secured Note LLC, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Affiliate Borrower I-B Loan Documents ”: collectively, the Affiliate Borrower I-B Credit Agreement, the Affiliate Borrower I-B Guarantee and Collateral Agreement and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Affiliate Borrower I-B Mortgage/Mezzanine Facilities ”: the mortgage and mezzanine loan facilities entered into by the Affiliate Borrower I-B or any of its Subsidiaries, as borrower.

          “ Affiliate Borrower I-B Parent ”: Tishman Speyer Archstone-Smith Multifamily Holdings I (Parent Borrower-B), L.P., a Delaware limited partnership.

          “ Affiliate Borrower I-B Parent Credit Agreement ”: the Credit Agreement (Parent Borrower I-B), dated as of October 5, 2007, among the Affiliate Borrower I-B Parent, as borrower, and the Borrower, as lender, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Affiliate Borrower I-B Parent Loan Documents ”: the “Loan Documents” as defined in the Affiliate Borrower I-B Parent Credit Agreement.

          “ Affiliate Borrower II ”: Tishman Speyer Archstone-Smith Multifamily Holdings II (Borrower), L.P., a Delaware limited partnership.

          “ Affiliate Borrower II Credit Agreement ”: collectively, (i) the Credit Agreement (Affiliate Borrower II – Term Loan), dated as of October 5, 2007, among the Affiliate Borrower II, as borrower, and Secured Note LLC, as lender, and (ii) the Credit Agreement (Affiliate Borrower II - Revolving Credit Loan), dated as of October 5, 2007, among the Affiliate Borrower II, as borrower, and the Borrower, as lender, in each case, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Affiliate Borrower II Guarantee and Collateral Agreement ”: collectively, (i) the Guarantee and Collateral Agreement (Affiliate Borrower II), dated as of October 5, 2007, made by Affiliate Guarantor II in favor of Secured Note LLC, and (ii) the Guarantee and Collateral Agreement (Affiliate Borrower II), dated as of October 5, 2007, made by Affiliate Guarantor II in favor of the Borrower, in each case, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Affiliate Borrower II Loan Documents ”: collectively, the Affiliate Borrower II Credit Agreement, the Affiliate Borrower II Guarantee and Collateral Agreement and all

schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Affiliate Borrower Asset Sale Event ”: the occurrence of (i) any Disposition of Property or series of related Dispositions of Property owned by any Affiliate Borrower Group Member, if and to the extent such Disposition constitutes an “Asset Sale” under the applicable Affiliate Borrower Loan Documents, (ii) any settlement of or payment in respect of any property owned by any Affiliate Borrower Group Member, (iii) receipt by any Affiliate Borrower Group Member of any amount as a result of a purchase price adjustment or similar event in connection with any acquisition of Property by such Affiliate Borrower Group Member or (iv) any casualty insurance claim or any condemnation proceeding relating to any asset of any Affiliate Borrower Group Member, if and to the extent such claim or proceeding constitutes a “Recovery Event” under the applicable Affiliate Borrower Loan Documents.

          “ Affiliate Borrower Credit Agreements ”: the collective reference to the Affiliate Borrower I-A Credit Agreement, Affiliate Borrower I-B Credit Agreement, the Affiliate Borrower I-B Parent Credit Agreement, the Affiliate Borrower II Credit Agreement and, prior to the repayment in full of the Development Term Loans, the Development Loan Credit Agreement.

          “ Affiliate Borrower Group Members ”: the collective reference to the Affiliate Guarantor II, the Affiliate Borrowers and their respective Subsidiaries.

          “ Affiliate Borrower Loan Documents ”: collectively, the Affiliate Borrower I-A Loan Documents, Affiliate Borrower I-B Loan Documents, the Affiliate Borrower I-B Parent Loan Documents, the Affiliate Borrower II Loan Documents and, prior to the repayment in full of the Development Term Loans, the Development Loan Documents.

          “ Affiliate Borrower Net Cash Proceeds ”: with respect to any Affiliate Borrower Group Member (a) in connection with any event specified in clause (i) or (ii) of the definition of “Affiliate Borrower Asset Sale Event”, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Affiliate Borrower Asset Sale Event, net of direct transaction costs paid or payable as a result of such Affiliate Borrower Asset Sale Event (including, without limitation, attorneys’, accountants’, investment banking, brokers’ and consultants’ fees and expenses, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted under the applicable Affiliate Borrower Loan Documents on any asset which is the subject of such Affiliate Borrower Asset Sale Event) and other customary fees and expenses actually incurred in connection therewith and net of any real estate transfer taxes with respect to the Asset Sale that are imposed on the Affiliate Borrower Group Member that Disposed of such Property, and the income or gains tax with respect to such Asset Sale that would be imposed on the Affiliate Borrower Group Member that Disposed of such Property if such Affiliate Borrower Group Member were taxable as a corporation that is not consolidated, combined or otherwise a member of a unitary group with any other entity, taking into account any net losses and/or deductions of such Affiliate Borrower Group Member

incurred in the taxable year of such sale; (b) in connection with any event specified in clause (iii) of the definition of “Affiliate Borrower Asset Sale Event”, the cash amount thereof, net of any expenses incurred in the collection thereof; (c) in connection with any event specified in clause (iv) of the definition of “Affiliate Borrower Asset Sale Event”, the cash proceeds thereof, less any actual and reasonable costs incurred and paid or payable by such Affiliate Borrower Group Member in connection with (x) attorneys’ and consultants’ fees and expenses in connection with the adjustment or settlement of any claims in respect thereof, (y) restoration work whether or not required by any casualty insurance policy or as a result of a condemnation and (z) any amounts paid or required to be applied to the repayment of Indebtedness (including the fees and charges of the lender thereunder) secured by a Lien expressly permitted under the applicable Affiliate Borrower Loan Documents on any asset which is the subject of such Affiliate Borrower Asset Sale Event; and (d) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of (1) attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith (including breakage costs), (2) with respect to any Indebtedness incurred to acquire an asset, the purchase price (together with all related fees and expenses related to such acquisition) of such asset and (3) with respect to any Indebtedness incurred to refinance any Indebtedness permitted by Section 7.2 of the applicable Affiliate Borrower Credit Agreement, any amounts paid or required to be applied to the repayment of such Indebtedness (including (i) the fees and charges of the lender thereunder and (ii) any reserve accounts provided thereunder against any liabilities retained by the applicable Affiliate Borrower Group Member), provided that, (x) solely with respect to any Indebtedness incurred in accordance with Section 7.2(m) of the applicable Affiliate Borrower Credit Agreement, the Affiliate Borrower Net Cash Proceeds of such Indebtedness shall exclude amounts borrowed to restore any existing Operating Property owned by the related Affiliate Borrower and (y) solely with respect to any Construction Related Indebtedness incurred in accordance with Section 7.2(m) of the applicable Affiliate Borrower Credit Agreement, the Affiliate Borrower Net Cash Proceeds of such Indebtedness shall exclude amounts borrowed to finance development expenses of the related Real Estate Under Construction. For the avoidance of doubt, the Affiliate Borrower Net Cash Proceeds for any Affiliate Borrower Asset Sale Event determined pursuant to clause (a) above shall be net of any reserves established by the applicable Affiliate Borrower Group Member against liabilities retained by such Affiliate Borrower Group Member in connection with such Affiliate Borrower Asset Sale Event to the extent required by GAAP or the applicable sales contract, provided that, upon the release of any such reserves in favor of such Affiliate Borrower Group Members, the amount of such released reserves shall be applied to prepay the Loans and/or cash collateralize the outstanding Letters of Credit in accordance with Section 2.12(d).

          “ Affiliate Borrower Reinvestment Event ”: with respect to any Affiliate Borrower Group Member, a “Reinvestment Event” as defined in the applicable Affiliate Borrower Loan Document.

          “ Affiliate Borrower Reinvestment Notice ”: a written notice executed on behalf of the relevant Affiliate Borrower by the chief executive officer, president, chief financial officer, chief accounting officer, chief operating officer, general counsel, treasurer or controller of such Affiliate Borrower, delivered to Secured Note LLC or the Borrower, as applicable, in accordance

with the applicable Affiliate Borrower Loan Documents (and delivered by Secured Note LLC or the Borrower, as applicable, to the Administrative Agent pursuant to Section 2.12(d) or 6.2(g)).

          “ Affiliate Borrower Reinvestment Prepayment Amount ”: with respect to any Affiliate Borrower Reinvestment Event, (a) the Reinvestment Deferred Amount relating thereto less (b) any amount expended prior to the relevant Affiliate Borrower Reinvestment Prepayment Date for Permitted Reinvestments. The amount expended in accordance with clause (b) of the preceding sentence may include, without duplication, amounts expended at any time after the Closing Date and prior to such Affiliate Borrower Reinvestment Event for Permitted Reinvestments.

          “ Affiliate Borrower Reinvestment Prepayment Date ”: with respect to any Affiliate Borrower Reinvestment Event, the earlier of (a) the date occurring six months after such Affiliate Borrower Reinvestment Event; provided that, such date shall be extended until the date that is nine months after such Affiliate Borrower Reinvestment Event if the applicable Affiliate Borrower or any of its Subsidiaries has entered into a legally binding agreement to acquire assets useful in such Affiliate Borrower’s and its Subsidiaries’ business within six months after such Affiliate Borrower Reinvestment Event; and (b) the date on which the applicable Affiliate Borrower or an Affiliate Borrower’s Subsidiary shall have determined not to, or shall have otherwise ceased to, use all or any portion of the relevant Reinvestment Deferred Amount for Permitted Reinvestments.

          “ Affiliate Borrowers ”: collectively, the Affiliate Borrower I-A, Affiliate Borrower I-B, Affiliate Borrower I-B Parent, the Affiliate Borrower II and, prior to the repayment in full of the Development Term Loans, the Development Borrower.

          “ Affiliate Guarantor II ”: collectively, Tishman Speyer Archstone-Smith Multifamily Holdings II, L.P., a Delaware limited partnership, and Tishman Speyer Archstone-Smith Multifamily Holdings II (Borrower) GP, L.L.C., a Delaware limited liability company.

          “ Affiliate Lender ”: any Parent/Affiliate Guarantor other than the Principal Guarantor, the Nominee GP Guarantor and the Nominee Guarantor.

          “ Affiliate Lender Subordination Agreement ”: the subordination agreement to be entered into by the Affiliate Lenders in their capacity as the lenders under their respective Subordinated Affiliate Notes Payable in favor of the Administrative Agent for the benefit of the Lenders, pursuant to which the Affiliate Lenders agree to subordinate the obligations of the Borrower to the Affiliate Lenders under the Subordinated Affiliate Notes Payable to the Obligations, in form and substance reasonably satisfactory to the Administrative Agent, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

          “ Affiliate Revolving Note Borrowers ”: collectively, (i) the OC/SD JV Holdings LLC, (ii) Secured Note LLC, (iii) the Future Affiliate REITS, (iv) after the NTPA LLC Redemption Date, NTPA LLC, (v) after the Smith LLC Redemption Date, Smith LLC, (vi) Holdings I-A, and (vii) Holdings I-B.

          “ Affiliate Revolving Notes ”: a collective reference to each revolving note, to be made by an Affiliate Revolving Note Borrower, as borrower, in favor of the Borrower, as lender, in form and substance reasonably satisfactory to the Administrative Agent, as amended, supplemented or otherwise modified from time to time.

          “ Agents ”: the collective reference to the Syndication Agent, the Documentation Agent and the Administrative Agent.

          “ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

          “ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.

          “ Agreement ”: this Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.

          “ Agreement Regarding Debtor/Creditor Relationship ”: the Agreement Regarding Debtor/Creditor Relationship, dated as October 5, 2007, by and among the Parent/Affiliate Guarantors, the Borrower and each Subsidiary Guarantor to and for the benefit of Lehman Commercial Paper Inc., as a Lender and as Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Applicable JV Investment Percentage ”: on any date of determination, (x) if, on such date, the Tranche A Term Loans are outstanding or the Borrower is not in compliance with the Required Ratios, 15%, and (y) if on such date the Tranche A Term Loans have been repaid in full and the Borrower is in compliance with the Required Ratios, 30%.

          “ Applicable Margin ”: for each Type of Loan under each Facility, the rate per annum set forth opposite such Facility under the relevant column heading below:

		Base Rate
		Loans				Eurodollar Loans
Revolving Credit Facility (including Swing Line Loans)			2.00	%			3.00	%
Tranche A Term Loan Facility			2.00	%			3.00	%
Tranche B Term Loan Facility			2.25	%			3.25	%

; provided that, (i) on and after the first Adjustment Date occurring after the completion of two full fiscal quarters of the Borrower after the Closing Date, the Applicable Margins with respect to Revolving Credit Loans and Swing Line Loans will be determined pursuant to the Pricing Grid and (ii) the Applicable Margins set forth above shall be increased by 1.00% during any Cure Period.

          “ Applicable Party ”: each of (i) the Borrower, (ii) OC/SD JV Holdings LLC, (iii) after the NTPA LLC Redemption, NTPA LLC, and (iv) after the Smith LLC Redemption, Smith LLC.

          “ Applicable Prepayment Percentage ”: on any date of determination, (x) if, on such date, the Tranche A Term Loans are outstanding or the Borrower is not in compliance with the Required Ratios, 100%, and (y) if on such date the Tranche A Term Loans have been repaid in full and the Borrower is in compliance with the Required Ratios, 25%.

          “ Applicable Reinvestment Percentage ”: on any date of determination, (x) 50%, if on such date, the Applicable Prepayment Percentage is 100%, and (y) 0%, if on such date, either the Applicable Prepayment Percentage is 25% or the aggregate amount of Net Cash Proceeds, Affiliate Borrower Net Cash Proceeds and Distributable Affiliate Proceeds applied to repay the Term Loans, the Revolving Credit Loans and the Swing Line Loans in accordance with Sections 2.12(c) and 2.12(d) on and prior to such date is less than $500,000,000.

          “ Application ”: an application, in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to issue a Letter of Credit.

          “ Appraisal ”: (i) for each Operating Property (other than Construction-in-Process) owned or leased by the Combined Group Members on the Effective Date, the most recent of either a Full Appraisal or, to the extent a Full Appraisal has been previously delivered, a Summary Appraisal, in each case, delivered pursuant to Section 5.1(s) of the Existing Credit Agreement and Section 6.12 and (ii) for each Operating Property that ceases to be Construction-in-Process after the Effective Date, the most recent of either a Full Appraisal delivered after such Operating Property ceased to be Construction-in-Process or, to the extent a Full Appraisal has been previously delivered after such Operating Property ceased to be Construction-in-Process, a Summary Appraisal delivered pursuant to Section 6.12.

          “ Appraisal Trigger Event ”: with respect to any Operating Property, for any fiscal quarter of such Operating Property, (i) Operating Property EBITDA for such Operating Property decreases by 5% or more from Operating Property EBITDA for such Operating Property from the immediately preceding fiscal quarter, or (ii) such Operating Property loses tenants paying rent under executed leases representing 5% or more of the total number of units as at the last day of the immediately preceding fiscal quarter.

          “ Appraised Value ”: with respect to any Operating Property on any date (the “ Value Determination Date ”), the value of such Operating Property on the Value Determination Date as set forth in the most recent Appraisal for such Operating Property delivered on the Closing Date or pursuant to Section 6.12 and, with respect to each Operating Property that ceases to be Construction-in-Process after the Effective Date, the most recent Appraisal delivered by the Borrower to the Administrative Agent.

          “ Appraiser ”: CB Richard Ellis, Inc., Cushman Wakefield Real Estate or such other independent appraisal firm selected by the Borrower and reasonably acceptable to the Administrative Agent.

          “ Approved Projected Costs ”: for any Real Estate Under Construction, the aggregate amount of projected costs to acquire and develop the related Real Property set forth in a budget in form and approved by the Administrative Agent; provided that, the Administrative Agent shall be deemed to have approved any budget or adjustments thereto which have been approved by the lender of the applicable Construction Related Indebtedness.

          “ Arrangers ”: as defined in the preamble hereto.

          “ ASOT Group Members ”: a collective reference to each of the Parent/Affiliate Guarantors, the Borrower and each of their respective Subsidiaries (other than the Affiliate Borrower Group Members).

          “ ASOT Preferred Stock ”: collectively, (i) the Series O Preferred Units, the Series P Preferred Units, the Series Q-1 Preferred Units, the Series Q-2 Preferred Units and the Series I Preferred Units (each, as defined in the ASOT Trust Agreement), (ii) the Holdings Series A Preferred Units and (iii) the Holdings Series I Preferred Units.

          “ ASOT Trust Agreement ”: collectively, (i) the Articles of Amendment and Restatement of Archstone-Smith Operating Trust effective as of October 5, 2007, (ii) the Articles Supplementary of Archstone-Smith Operating Trust relating to the Series O Preferred Units effective as of October 4, 2007, (iii) the Articles Supplementary of Archstone-Smith Operating Trust relating to the Series P Preferred Units effective as of October 4, 2007 and (iv) the Articles Supplementary of Archstone-Smith Operating Trust relating to the Series Q Preferred Units effective as of October 4, 2007, in each case, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Asset Dispositions ”: a collective reference to the Holdings I LP Asset Disposition, the Holdings II LP Asset Disposition and the OC/SD JV LLC Asset Disposition.

          “ Asset Sale ”: any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (g), (h), (j), (k), (l) or (m) of Section 7.5) which yields gross proceeds to any ASOT Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $500,000 in any fiscal year, provided that, 100% of any principal or interest payments received with respect to Mezzanine Notes Receivable shall be deemed to be an Asset Sale for the purposes of Section 2.12 regardless if any such payment is less than $500,000 and the Borrower shall apply such principal and interest payments received in accordance with Section 2.12 on the earlier of (x) the last Business Day of each calendar month and (y) the date on which the aggregate amount of such payments which have not yet been applied in accordance with Section 2.12 is equal to or exceeds $500,000.

          “ Assignee ”: as defined in Section 10.6(c).

          “ Assignment and Acceptance ”: as defined in Section 10.6(c).

          “ Assignor ”: as defined in Section 10.6(c).

          “ ASTM ”: the American Society for Testing & Materials.

          “ Available Revolving Credit Commitment ”: with respect to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided , that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Credit Commitment pursuant to Section 2.9(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.

          “ Base Rate ”: for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1%. For purposes hereof: “ Prime Rate ” shall mean the prime lending rate as set forth on the Reuters Screen RTRTSY1 Page (or such other comparable publicly available page as may, in the reasonable opinion of the Administrative Agent after notice to the Borrower, replace such page for the purpose of displaying such rate if such rate no longer appears on the Reuters Screen RTRTSY1 Page), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          “ Base Rate Loans ”: Loans for which the applicable rate of interest is based upon the Base Rate.

          “ Benefitted Lender ”: as defined in Section 10.7.

          “ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

          “ Bond Documents ”: when used in connection with any Bond L/C, those certain Bonds or other certificates of indebtedness with respect to which such Bond L/C has been issued as credit support, together with any remarketing agreement, trust indenture, purchased bond custody agreement, funding agreement, pledge agreement, and other documents executed pursuant to or in connection with such Bonds or other certificates of indebtedness, and all amendments or supplements thereto (but not increases thereof).

          “ Bond L/C Reimbursement Obligation ”: the Reimbursement Obligation for any Bond L/C drawn by the applicable trustee to repay the related Bonds in full in connection with the Disposition of any Operating Property owned by the ASOT Group Member who is obligated to pay such related Bonds, provided that, such Disposition is consummated in accordance with Section 7.5(e).

          “ Bond L/Cs ”: the letters of credit identified as “Bond L/Cs” on Schedule 3.6 and any Letter of Credit issued to replace any letter of credit identified on Schedule 3.6 on the Effective Date.

          “ Bonds ”: the bonds identified as “Bonds” on Schedule 3.6 .

          “ Borrower ”: as defined in the preamble hereto.

          “ Borrowing Date ”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

          “ Borrower Merger ”: the merger of River Trust Acquisition (MD), LLC, a Maryland limited liability company, with and into the Borrower with the Borrower as the surviving entity, occurring prior to the Closing Date pursuant to the Merger Agreement.

          “ Borrowing Notice ”: with respect to any request for borrowing of Loans hereunder, a notice from the Borrower, substantially in the form of, and containing the information prescribed by, Exhibit J, delivered to the Administrative Agent.

          “ Business Day ”: (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

          “ CapEx Controlled ”: with respect to any Joint Venture directly and indirectly owned by the Combined Group Members, the ability of the Combined Group Members, directly or indirectly, to control all decisions relating to Renovation Capital Expenditures without the consent of any other Person.

          “ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets (other than Real Property) or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a balance sheet of such Person. For purposes of this definition, the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds or proceeds from a casualty event or condemnation proceeding shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds or such casualty event or condemnation proceeds, as the case may be (but shall at no time be greater than the amount required by GAAP to be included or reflected by such capital assets on the balance sheet of the applicable Person).

          “ Capital Lease Obligations ”: with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

          “ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests

in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

          “ Cash Equivalents ”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

          “ Change of Control ”: the occurrence of any of the following events: (a) the Permitted Investors shall cease to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Guarantor 1 GP, Guarantor 2 GP and the Additional Parent Guarantors (in each case, determined on a fully diluted basis); (b) TSREV and its respective Affiliates shall cease to own of record and beneficially partnership interests of each of Guarantor 1, Guarantor 2 and the Additional Parent Guarantors equal to at least 4.9% of the partnership interests of Guarantor 1, Guarantor 2 and the Additional Parent Guarantors, taken as a whole; (c) the board of directors of Guarantor 1 GP, Guarantor 2 GP or any Additional Parent Guarantor shall cease to consist of a majority of Continuing Directors; (d) Guarantor 1 GP shall (i) fail to control, directly or indirectly, the general partner of Guarantor 1 or (ii) fail to control the management and policies of Guarantor 1; (e) Guarantor 2 GP shall (i) fail to control, directly or indirectly, the managing member of Guarantor 2 or (ii) fail to control the management and policies of Guarantor 2; (f) the Financial Reporting Parties, collectively, shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock (other than REIT Preferred Stock) of Holdings and, prior to any Disposition of such Capital Stock permitted by Section 7.5, Holdings I-A, Holdings I-B, Holdings II, NTPA LLC, Smith LLC, Secured Note LLC and OC/SD JV Holdings LLC, in each case free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); or (g)(1) Holdings, (2) prior to the NTPA LLC Redemption Date, NTPA LLC and (3) prior to the Smith LLC Redemption Date, Smith LLC,

collectively, shall cease to own and control of record and beneficially, directly, 100% of each class of outstanding Capital Stock (other than the ASOT Preferred Stock) of the Borrower free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement).

          “ Clinton Green Letters of Credit ”: collectively, (i) Irrevocable Direct Pay Letter of Credit Number 68012274 issued by Bank of America, N.A. to U.S. Bank National Association , as trustee in the amount of $148,643,179 dated May 11, 2006 for Clinton Green North, LLC as borrower and (ii) Irrevocable Direct Pay Letter of Credit Number 68012623 issued by Bank of America, N.A. to U.S. Bank National Association , as trustee in the amount of $122,858,137 dated May 11, 2006 for Clinton Green South, LLC as borrower.

          “ Closing Date ”: October 5, 2007.

          “ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

          “ Collateral ”: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

          “ Combined Current Assets ”: of the Combined Group Members at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a combined balance sheet of the Combined Group Members at such date plus the Combined Group Members’ pro-rata share of such amounts from their Unconsolidated Joint Ventures.

          “ Combined Current Liabilities ”: of the Combined Group Members at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a combined balance sheet of such Combined Group Members at such date plus the Combined Group Members’ pro-rata share of such amounts from their Unconsolidated Joint Ventures, but excluding (a) the current portion of any Funded Debt of the Combined Group Members and (b) without duplication, with respect to the Borrower, all Indebtedness consisting of Revolving Credit Loans or Swing Line Loans, to the extent otherwise included therein.

          “ Combined Debt Service ”: for any period, an amount equal to (x) the sum (without duplication) of (a) Combined Interest Expense for such period, (b) scheduled payments made during such period on account of principal of Indebtedness (other than the Tranche A Term Loans) of the Combined Group Members, other than balloon payments of principal due upon the stated maturity of any such Indebtedness or similar principal payment which repays or discharges such Indebtedness in full and (c) the Combined Group Members’ pro-rata share of all expenses and payments referred to in the preceding clauses (a) and (b) from their Unconsolidated Joint Ventures minus (y) the aggregate amount on deposit in the Interest Reserve Account on the last day of such period minus (z) the aggregate amount of Interest Reserve Withdrawals during such period.

          “ Combined Debt Service Coverage Ratio ”: for any period, the ratio of (a) Combined EBITDA for such period to (b) Combined Debt Service for such period.

          “ Combined EBITDA ”: of the Combined Group Members for any period, Combined Net Income of the Combined Group Members for such period plus , without duplication and to the extent reflected as a charge in the statement of such Combined Net Income for such period, the sum of (a) income tax expense, (b) interest expense of such Combined Group Members, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, losses on sales of assets outside of the ordinary course of business), (f) any other non-cash charges, (g) the Combined Group Members’ pro-rata share of Combined EBITDA from their Unconsolidated Joint Ventures, (h) costs and expenses directly incurred in connection with the Mergers, and (i) the amount of the Administration Fees accrued during such period and deducted in calculating Combined Net Income, and minus , to the extent included in the statement of such Combined Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining such Combined Net Income and excluding any interest income attributed to the Mezzanine Notes Receivable), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (c) any other non-cash income and (d) any cash payments made during such period in respect of items described in clause (e) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Combined Net Income, all as determined on a consolidated basis.

          For the purposes of determining compliance with the financial covenants set forth in Section 7.1 at the end of any fiscal quarter or to determine the Interest Reserve Debt Service Coverage Ratio or the Interest Reserve Withdrawal Ratio for FQ4 2007, FQ1 2008, FQ2 2008 and FQ3 2008, Combined EBITDA for FQ4 2007 shall be deemed to be an amount equal to (x) Combined EBITDA for November 2007 and December 2007 multiplied by (y) 3/2.

          For the purposes of determining compliance with the Combined Debt Service Coverage Ratio set forth in Section 7.1 at the end of any fiscal quarter, Combined EBITDA for such quarter shall be deemed to be increased by an amount equal to the Specified Equity Contribution, provided that, the amount of the Specified Equity Contribution applied pursuant to this definition shall be no greater than an amount required to cause the Borrower to be in compliance with the Combined Debt Service Coverage Ratio set forth in Section 7.1.

          “ Combined Group Members ”: collectively, the Affiliate Borrower Group Members and the ASOT Group Members.

          “ Combined Interest Expense ”: of the Combined Group Members for any period, net interest expense (including that attributable to Capital Lease Obligations and excluding (i) interest that is capitalized in accordance with GAAP and (ii) any interest income attributed to the Mezzanine Notes Receivable) of the Combined Group Members for such period with respect to all outstanding Indebtedness of the Combined Group Members (including, without limitation, all commissions, discounts and other fees and charges owed by the Combined Group Members with respect to letters of credit and bankers’ acceptance financing and net costs of the Combined

Group Members under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP) plus the Combined Group Members’ pro-rata share of such amounts from their Unconsolidated Joint Ventures. For the avoidance of doubt, “net interest expense” shall (x) include the effect of any Hedge Agreement entered into by the Combined Group Members and (y) be reduced by interest income from cash and Eligible QI Cash and QI Investments to the extent recognized by the Combined Group Members.

          “ Combined Leverage Ratio ”: on any date of determination, the ratio of (a) Combined Total Debt on such date to (b) Gross Asset Value as at the last day of the most recent fiscal quarter ending prior to such date for which financial statements are available.

          “ Combined Net Income ”: of the Combined Group Members for any period, the combined net income (or loss) of the Combined Group Members for such period, determined on a combined basis; provided that, in calculating Combined Net Income of the Combined Group Members for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of a Parent/Affiliate Guarantor) in which any Parent/Affiliate Guarantor or any of their respective Subsidiaries has an ownership interest, except to the extent that any such income is actually received by such Parent/Affiliate Guarantor or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of any Parent/Affiliate Guarantor to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. For the avoidance of doubt, to the extent deducted in arriving at “Combined Net Income” as defined hereunder, minority interests in consolidated subsidiaries and payments made or accrued on the ASOT Preferred Stock shall be added back in computing “Combined Net Income”.

          “ Combined Total Debt ”: at any date, an amount equal to (i) the aggregate principal amount of all Indebtedness of the Combined Group Members at such date plus (ii) the Combined Group Members’ pro-rata share of Indebtedness of their Unconsolidated Joint Ventures at such date minus (iii) the aggregate amount on deposit in the Interest Reserve Account, the Exchangeable Notes Escrow Account and the Expense Reserve Account on such date minus (iv) the aggregate amount of cash deposited as Collateral pursuant to Sections 2.12(j) and 2.12(k) minus (v) without duplication, any cash or Cash Equivalents (other than prepaid rents and security deposits made under tenant leases) held by the Combined Group Members as of such date. For the avoidance of doubt, “Combined Total Debt” shall not include the face amount of obligations, contingent or otherwise, under any acceptance, letter of credit, surety bond or similar facilities to the extent such acceptance, letter of credit, surety bond or similar facility was issued to support or back-stop any other obligation included in Combined Total Debt.

          “ Combined Working Capital ”: at any date, the difference of (a) Combined Current Assets on such date less (b) Combined Current Liabilities on such date.

          “ Commitment ”: with respect to any Lender, each of the Additional Tranche B Term Loan Commitment, the Revolving Credit Commitment and the Incremental Term Loan Commitment of such Lender.

          “ Commitment Fee Rate ”: ¹ / 2 of 1% per annum.

          “ Commitment Increase Supplement ”: as defined in Section 2.29(c).

          “ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

          “ Company ”: Archstone-Smith Trust, a Maryland real estate investment trust.

          “ Completed Property ”: any Operating Property (or phase of an Operating Property) that is Construction-in-Process until the completion of such Operating Property (or phase thereof) as evidenced by the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Operating Property or any phase thereof.

          “ Compliance Certificate ”: a certificate duly executed by a Responsible Officer, on behalf of the Borrower substantially in the form of Exhibit B.

          “ Confidential Information Memorandum ”: the Confidential Information Memorandum dated September, 2007 and furnished to the initial Lenders in connection with the syndication of the Facilities.

          “ Construction-in-Process ”: on any date of determination, all Real Properties that are under construction or with respect to which construction is reasonably anticipated to commence during the period of six full fiscal quarters immediately following such date that are not Completed Properties.

          “ Construction-in-Process Value ”: on any date of determination, for any Person and its Subsidiaries on a consolidated basis, the aggregate amount of all cash expenditures for land and improvements (including indirect costs internally allocated and development costs) on all Construction-in-Process. “Construction-in-Process Value” shall include, without limitation, land and other capitalizable costs with respect to which such Person is engaging in pre-development work or is in the development or construction permitting process.

          “ Construction Related Indebtedness ”: Indebtedness incurred to finance construction of specific Real Estate Under Construction and which is secured by such Real Estate Under Construction.

          “ Continuing Directors ”: the directors of Guarantor 1 GP or Guarantor 2 GP, as applicable, on the Effective Date, and each other director of Guarantor 1 GP or Guarantor 2 GP, as applicable, if, in each case, such other director’s nomination for election to the board of directors of Guarantor 1 GP or Guarantor 2 GP, as applicable, is recommended by at least a majority of the then Continuing Directors or such other director receives the vote of the

Permitted Investors in his or her election by the shareholders of Guarantor 1 GP or Guarantor 2 GP, as applicable.

          “ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

          “ Control Investment Affiliate ”: as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

          “ Cure Period ”: each period commencing on a Test Date and ending on the related Cure Prepayment Date.

          “ Cure Prepayment Date ”: as defined in Section 2.12(l).

          “ Default ”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

          “ Defaulting Lender ”: any Lender that has failed to make any payment required to be made by it pursuant to Section 2.5, 2.7(b), 3.4 or 9.7.

          “ Derivatives Counterparty ”: as defined in Section 7.6.

          “ Development Assets ”: all Property securing the Development Loan Credit Agreement.

          “ Development Loan Administrative Agent ”: the “Administrative Agent” as defined in the Development Loan Credit Agreement.

          “ Development Loan Asset Sale ”: any Disposition of any Development Property.

          “ Development Loan Borrower ”: Tishman Speyer Archstone-Smith Multifamily Holding I (Development Borrower), L.P., a Delaware limited partnership.

          “ Development Loan Credit Agreement ”: the Credit Agreement (Development Loan), dated as of October 5, 2007, among the Development Loan Borrower, as borrower, the several banks and other financial institutions or entities from time to time parties thereto, Lehman Brothers Inc. and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as syndication agent, Barclays Capital Real Estate Inc., as documentation agent, and the Development Loan Administrative Agent, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Development Loan Intercreditor Agreement.

          “ Development Loan Excess Cash Flow ”: “Excess Cash Flow” as defined in the Development Loan Credit Agreement.

          “ Development Loan Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement (Development Loan), dated as of October 5, 2007, made by the Development Loan Borrower and certain of its Subsidiaries in favor of the Development Loan Administrative Agent for the benefit of the Development Loan Secured Parties, as amended, supplemented or otherwise modified from time to time in accordance with the Development Loan Intercreditor Agreement.

          “ Development Loan Intercreditor Agreement ”: the Intercreditor Agreement (Development Loan), dated as of October 5, 2007, among the Development Loan Administrative Agent and the Administrative Agent, as amended, supplemented or otherwise modified from time to time.

          “ Development Loan Documents ”: collectively, the Development Loan Credit Agreement, the Development Loan Guarantee and Collateral Agreement, the Development Loan Mortgages and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Development Loan Mortgages ”: the “Mortgages” as defined in the Development Loan Credit Agreement.

          “ Development Loan Secured Parties ”: the “Secured Parties” as defined in the Development Loan Guarantee and Collateral Agreement.

          “ Development Property ”: the Real Property owned by the Development Loan Borrower or any Combined Group Member and identified as “Development Property” on Schedule 1.1B , as supplemented from time to time in accordance with Section 6.17.

          “ Development Term Loans ”: the “Loans” as defined in the Development Loan Credit Agreement.

          “ Disposition ”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

          “ Distributable Affiliate Proceeds ”: as defined in Section 6.16.

          “ Documentation Agent ”: as defined in the preamble hereto.

          “ Dollars ” and “ $ ”: dollars in lawful currency of the United States of America.

          “ Domestic Subsidiary ”: any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States of America, any state thereof or the District of Columbia.

          “ Effective Date ”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied which date shall not be later than November 27, 2007.

          “ Eligible Land ”: land (and any Improvements thereon) which is zoned or, intended by the Combined Group Members to be zoned, for use as a residential rental apartment community or a mixed use community (which includes land zoned for use as a residential rental apartment community).

          “ Eligible QI Cash and QI Investments ”: on any date of determination, an amount equal to (a) the proceeds from the sale of the Operating Properties by the Combined Group Members which are held by a Qualified Intermediary as cash or Cash Equivalents in a “qualified escrow account” within the meaning of the regulations issued pursuant to Section 1031 of the Code as cash or Cash Equivalents pursuant to an exchange agreement intended for the purposes of implementing a tax deferred exchange transaction under Section 1031 of the Code, minus (b) all costs, expenses and other obligations incurred by or owing to such Qualified Intermediary or any other Person which are to be paid from such qualified escrow account prior to or at the time of the disbursement of the proceeds from such qualified escrow account by the Qualified Intermediary. In the event (i) all or a portion of the cash or Cash Equivalents held by the Qualified Intermediary become subject to any Lien or (ii) the Qualified Intermediary becomes subject to any bankruptcy or insolvency proceedings, then with respect to clause (i) above, the value of the cash or Cash Equivalents subject to such Lien shall be reduced by the principal amount of such Lien, and with respect to clause (ii) above, the cash or Cash Equivalents held by such Qualified Intermediary shall be deemed to be zero dollars.

          “ Environmental Laws ”: any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, agreements or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.

          “ Environmental Permits ”: any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

          “ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ ESA ”: an environmental site assessment complying with ASTM guidelines dated no earlier than the date that is six months prior to the Closing Date for each of the Operating Properties, together with a letter from the environmental consultant permitting the Administrative Agent and the Lenders to rely on the environmental assessment as if addressed to and prepared for each of them.

          “ Eurocurrency Reserve Requirements ”: for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency

reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

          “ Eurodollar Base Rate ”: with respect to each day during each Interest Period, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on the Reuters Screen LIBOR01 Page (or otherwise on such screen), the “ Eurodollar Base Rate ” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent.

          “ Eurodollar Loans ”: Loans for which the applicable rate of interest is based upon the Eurodollar Rate.

          “ Eurodollar Rate ”: with respect to each day during each Interest Period, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100 ^th of 1%):

Eurodollar Base Rate
1.00 – Eurocurrency Reserve Requirements

          “ Eurodollar Tranche ”: the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

          “ Event of Default ”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

          “ Excess Cash Flow ”: for any fiscal year of the Financial Reporting Parties, the difference, if any, of (a) the sum, without duplication, of (i) Combined Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Combined Net Income, (iii) the amount of the decrease, if any, in Combined Working Capital for such fiscal year, (iv) the aggregate net amount of non-cash loss on the Disposition of Property by the Combined Group Members during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Combined Net Income and (v) the net increase during such fiscal year (if any) in deferred tax accounts of the Parent/Affiliate Guarantors minus (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Combined Net Income, (ii) the aggregate amount actually paid by the Combined Group Members in cash during such fiscal year on account of Capital Expenditures ( minus the principal amount of Indebtedness incurred in connection with such expenditures and minus the amount of any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the

extent accompanying permanent optional reductions of the Revolving Credit Commitments and all optional prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including, without limitation, the Term Loans) of the Combined Group Members made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) the amount of the increase, if any, in Combined Working Capital for such fiscal year, (vi) the aggregate net amount of non-cash gain on the Disposition of Property by the Combined Group Members during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Combined Net Income, (vii) the net decrease during such fiscal year (if any) in deferred tax accounts of any Parent/Affiliate Guarantor, (viii) the amount of any Restricted Payments made during such fiscal year pursuant to Section 7.6(c), (ix) the amount of any Restricted Payment permitted by Section 7.6(g) held in a Financial Reporting Party Deferred Compensation Account, established pursuant to Section 3(b) of the United Award Agreements and (x) the aggregate amount of Development Loan Excess Cash Flow for such fiscal year applied to prepay the Development Term Loans pursuant to Section 2.12 of the Development Loan Credit Agreement.

          “ Excess Cash Flow Application Date ”: as defined in Section 2.12(e).

          “ Exchangeable Notes ”: the 4.00% Exchangeable Notes due 2036 issued by the Borrower pursuant to the Exchangeable Notes Indenture.

          “ Exchangeable Notes COC Repurchase Date ”: the “Fundamental Change Repurchase Date” as defined in the Exchangeable Notes Indenture.

          “ Exchangeable Notes Escrow Account ”: that certain account established and maintained by the Borrower with the Account Bank for the benefit of the Administrative Agent, for the benefit of the Secured Parties, designated as the “Archstone Smith EN Escrow – Exchangeable Note Escrow Account”, and subject to the Exchangeable Notes Escrow Account Control Agreement.

          “ Exchangeable Notes Escrow Account Control Agreement ”: the Account Control Agreement (Exchangeable Notes Escrow Account), dated as of the date hereof, among the Administrative Agent, the Borrower and the Account Bank, as amended, supplemented or otherwise modified from time to time.

          “ Exchangeable Notes Indenture ”: the Third Supplemental Indenture, dated as of July 13, 2006 with U.S. Bank National Association, as trustee as in effect on the date hereof.

          “ Excluded Foreign Subsidiary ”: any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

          “ Existing Credit Agreement ”: as defined in the recitals hereto.

          “ Existing Issuing Lender ”: Bank of America, N.A., as issuer of the Existing Letters of Credit.

          “ Existing Letters of Credit ”: the “Letters of Credit” issued pursuant to the Existing Credit Agreement and outstanding on the Effective Date.

          “ Expense Reserve Account ”: that certain account established and maintained by the Borrower with the Account Bank for the benefit of the Administrative Agent, for the benefit of the Secured Parties, designated as the “Archstone Smith CF Expense Reserve – Credit Facility Expense Reserve Account” and subject to the Expense Reserve Account Control Agreement.

          “ Expense Reserve Account Control Agreement ”: the Account Control Agreement (Expense Reserve Account) dated as of October 5, 2007, among the Administrative Agent, the Borrower and the Account Bank, as amended, supplemented or otherwise modified from time to time.

          “ Facility ”: each of (a) the Tranche A Term Loans (the “ Tranche A Term Loan Facility ”), (b) the Tranche B Term Loans made on the Closing Date and the Additional Tranche B Term Loan Commitments and the Additional Tranche B Term Loans made thereunder (the “ Tranche B Term Loan Facility ”), (c) the Revolving Credit Commitments and the extensions of credit made thereunder (the “ Revolving Credit Facility ”), and (d) each tranche of Incremental Term Loans made pursuant to Section 2.28, if any (each, an “ Incremental Term Loan Facility ”), to the extent such Incremental Term Loans are not included as Tranche B Term Loans.

          “ Fannie Mae Intercreditor Agreements ”: collectively, each Intercreditor Agreement, dated as of October 5, 2007, among Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as senior lender, Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as Mezzanine A lender, Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as Mezzanine B lender, and the Administrative Agent, for each of (Pool 1), (Pool 2), (Pool 3), (Pool 4), (Pool 5), (Pool 7), (Pool 8) and (Pool 9), in each case, as amended, supplemented or otherwise modified from time to time.

          “ Fannie Mae (Oakwood) Intercreditor Agreement ”: the Intercreditor Agreement (Oakwood), dated as of October 5, 2007, among Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as senior lender, and the Administrative Agent, as amended, supplemented or otherwise modified from time to time.

          “ Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

          “ Financial Reporting Party Deferred Compensation Account ”: an account established and maintained by any Financial Reporting Party with a depositary institution pursuant to Section 3(b) of the United Award Agreements. For the avoidance of doubt, any

funds held in the Financial Reporting Party Deferred Compensation Account may be released as soon as practicable in accordance with Section 3(b) of the Unit Award Agreements.

          “ Financial Reporting Parties ”: collectively, Guarantor 1, Guarantor 2 and the Additional Parent Guarantors.

          “ FIRREA ”: Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), as amended.

          “ Foreign Subsidiary ”: any Subsidiary of the Borrower that is not a Domestic Subsidiary.

          “ FQ1 ”, “ FQ2 ”, “ FQ3 ”, and “ FQ4 ”: when used with a numerical year designation, means the first, second, third or fourth fiscal quarters, respectively, of such fiscal year of the Financial Reporting Parties (e.g., FQ4 2007 means the fourth fiscal quarter of the Financial Reporting Parties’ 2007 fiscal year, which ends December 31, 2007).

          “ Freddie Mac Intercreditor Agreements ”: collectively, (i) the Intercreditor Agreement (Holdco), dated as of October 5, 2007, among Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as senior lender, Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as Mezzanine A lender, Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as Mezzanine B lender, and the Administrative Agent, and (ii) the Intercreditor Agreement (Sellco), dated as of October 5, 2007, among Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as senior lender, Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as Mezzanine A lender, Lehman Brothers Holdings Inc., Bank of America, N.A. and Barclays Capital Real Estate Inc., collectively, as Mezzanine B lender, and the Administrative Agent, in each case, as amended, supplemented or otherwise modified from time to time.

          “ Full Appraisal ”: with respect to any Operating Property, a “Full Appraisal Report” prepared in accordance with FIRREA and USPAP, undertaken by an Appraiser, and providing an assessment of the value of such Operating Property.

          “ Fund Agreements ”: the agreement of limited partnership of each Fund, as in effect on the Effective Date or, in the case of Funds formed after the Effective Date, on the date of such formation.

          “ Funded Debt ”: with respect to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of “Indebtedness” in this Section 1.1.

          “ Funding Office ”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.

          “ Funds ”: collectively, (i) Tishman Speyer Archstone-Smith Multifamily JV, L.P., a Delaware limited partnership, (ii) Tishman Speyer Archstone-Smith Multifamily Parallel JV,

L.P., a Delaware limited partnership, (iii) Tishman Speyer Archstone-Smith Multifamily Parallel Fund I JV, L.P., a Delaware limited partnership, (iv) Tishman Speyer Archstone-Smith Multifamily Parallel Fund II JV, L.P., a Delaware limited partnership, and (v) each Additional Fund.

          “ Future Affiliate REIT ”: any entity formed after the Effective Date all of the Capital Stock (other than REIT Preferred Stock) of which is (i) wholly owned, directly or indirectly, by the Financial Reporting Parties and (ii) pledged as Collateral under the Guarantee and Collateral Agreement and all other applicable provisions of Section 6.10 have been satisfied.

          “ Future REIT ”: any of Holdings, NTPA LLC, Smith LLC, Secured Note LLC and OC/SD JV Holdings LLC after such Person’s applicable REIT Election Effective Date.

          “ GAAP ”: generally accepted accounting principles in the United States of America as in effect from time to time.

          “ German Assets ”: collectively, (i) any and all real property located in the country of Germany, including all buildings, improvements and fixtures now or hereafter located thereon, (ii) any and all interests in any Person (other than a Domestic Subsidiary) holding assets in the country of Germany, including, but not limited to those Persons set forth on Schedule 1.1F attached hereto and made a part hereof, and (iii) any and all investments in any investment funds investing in assets noted in clauses (i) and (ii) of this definition.

          “ Governmental Authority ”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

          “ Gross Asset Value ”: on any date of determination, the sum (without duplication) of the following:

     (i) the sum for all Operating Properties (other than Construction-in-Process) of the Appraised Value in effect on such date for each such Operating Property (including any Operating Property which ceases to be Construction-in-Process for which the Borrower has delivered an Appraisal) multiplied by the applicable Ownership Percentage at such time for such Operating Property, plus

     (ii) the GAAP book value of Construction-in-Process Value of the Combined Group Members as at the last day of the fiscal quarter most recently ended for which financial statements are available, plus

     (iii) the GAAP book value of Mezzanine Notes Receivable of the Combined Group Members permitted by Section 7.8(m) of this Agreement and Section 7.8(m) of each of the Affiliate Borrower Credit Agreements as at the last day of the fiscal quarter most recently ended for which financial statements are available, plus

     (iv) the aggregate amount of Eligible QI Cash and QI Investments of the Combined Group Members as of such date, plus

     (v) an amount equal to (x) “management fee income from joint ventures” (as reflected on the combined statements of income of the Combined Group Members) for the period of four fiscal quarters (or, if less, the number of full fiscal quarters subsequent to the Closing Date) most recently ended for which financial statements are available multiplied by (y) eight.

          “ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement (ASOT), dated as of October 5, 2007, made by the Parent/Affiliate Guarantors, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to 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 (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee 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 Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

          “ Guarantor 1 ”: as defined in the preamble hereto.

          “ Guarantor 1 GP ”: Tishman Speyer Archstone-Smith Multifamily (GP), L.P., a Delaware limited partnership.

          “ Guarantor 2 ”: as defined in the preamble hereto.

          “ Guarantor 2 GP ”: Tishman Speyer Archstone-Smith Multifamily Parallel (GP), L.P., a Delaware limited partnership.

          “ Guarantors ”: the collective reference to each of the Parent/Affiliate Guarantors and the Subsidiary Guarantors.

          “ Hedge Agreements ”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity or currency futures contracts, options to purchase or sell a commodity or currency, or option, warrant or other right with respect to a commodity or currency futures contract or similar arrangements entered into by the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

          “ Holdings ”: as defined in the preamble hereto.

          “ Holdings I ”: Tishman Speyer Archstone-Smith Multifamily Holdings I, L.P., a Delaware limited partnership.

          “ Holdings I LP Asset Disposition ”: the purchase of certain real estate assets and equity interests by the Holdings I from the Company pursuant to the Holdings I LP Purchase Agreement for cash on the Closing Date and the contribution of such real estate assets and equity interests by Holdings I to the Development Borrower and the Affiliate Borrower I-B.

          “ Holdings I LP Purchase Agreement ”: that certain Purchase and Sale Agreement made as of October 5, 2007, by and between the Company, as seller, and Holdings I, as buyer.

          “ Holdings I Corp ”: as defined in the preamble hereto.

          “ Holdings I-A ”: Tishman Speyer Archstone-Smith Multifamily Holdings I (Borrower-A), L.P., a Delaware limited partnership.

          “ Holdings I-B ”: Tishman Speyer Archstone-Smith Multifamily Holdings I (Parent Borrower-B), L.P., a Delaware limited partnership.

          “ Holdings II LP Asset Disposition ”: the purchase of certain joint venture equity interests by the Affiliate Borrower II from the Company pursuant to the Holdings II LP Purchase Agreement for cash on the Closing Date.

          “ Holdings II LP Purchase Agreement ”: that certain Purchase and Sale Agreement made as of October 5, 2007, by and between the Company, as seller, and Tishman Speyer Archstone-Smith Multifamily Holdings II, L. P., a Delaware limited partnership, as buyer.

          “ Holdings Merger ”: the merger of the Company with and into Holdings with Holdings as the surviving entity, occurring on the Closing Date pursuant to the Merger Agreement.

          “ Holdings Series A Preferred Units ”: the “Series A Preferred Units” as defined in the Holdings Trust Agreement.

          “ Holdings Series I Preferred Units ”: the “Series I Preferred Units” as defined in the Holdings Trust Agreement.

          “ Holdings Trust Agreement ”: the Articles of Amendment and Restatement of Tishman Speyer Archstone-Smith Multifamily Series I Trust effective as of October 4, 2007, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Improvements ”: all buildings, fixtures, structures, parking areas, landscaping and other improvements whether existing now or hereafter constructed, together with all machinery and mechanical, electrical, HVAC and plumbing systems presently located thereon and used to the operation thereof, excluding (a) any such items owned by utility service providers, (b) any such items owned by tenants or other third parties unaffiliated with the Combined Group Members or their Subsidiaries and (c) any items of personal property.

          “ Incremental Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make an Incremental Term Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “Incremental Term Loan Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or as the case may be, in the Assignment and Acceptance pursuant to which such lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

          “ Incremental Term Loan Facility ”: as defined in the definition of “Facility” in this Section 1.1.

          “ Incremental Term Loan Lenders ”: as defined in Section 2.28.

          “ Incremental Term Loans ”: as defined in Section 2.28.

          “ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or third-party services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of others of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be

secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but limited to the lesser of the fair market value of such property and the aggregate amount of the obligations so secured, and (j) for the purposes of Section 8(e) only, all obligations of such Person in respect of Hedge Agreements. The “Indebtedness” of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. For purposes of clause (j) above, the principal amount of Indebtedness in respect of Hedge Agreements shall equal the amount that would be payable (giving effect to netting) at such time if such Hedge Agreement were terminated. For the avoidance of doubt, “Indebtedness” as defined hereunder shall not include (i) the ASOT Preferred Stock or any accrued distributions, (ii) the obligations of Secured Note LLC under the Secured Contribution Agreement, (iii) prepaid rents or security deposits made under tenant leases or (iv) obligations arising from agreements of the Applicable Parties or any Subsidiary providing for (1) customary indemnification, guarantees or adjustments of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets permitted under this Agreement (except as specified in clause (b) above) or (2) with respect to any syndication of Federal low-income housing tax credits and benefits generated under section 42 of the Code by apartment projects owned by the Applicable Parties or any Subsidiary, indemnification or guarantees of obligations to maintain such tax credits and benefits.

          “ Indemnified Liabilities ”: as defined in Section 10.5.

          “ Indemnitee ”: as defined in Section 10.5.

          “ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          “ Insolvent ”: pertaining to a condition of Insolvency.

          “ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

          “ Intercreditor Agreements ”: collectively, (i) the Development Loan Intercreditor Agreement, (ii) the Freddie Mac Intercreditor Agreements, (iii) the Fannie Mae Intercreditor Agreements, (iv) the Fannie Mae (Oakwood) Intercreditor Agreement and (v) each intercreditor agreement delivered to the Administrative Agent pursuant to Section 7.3(v).

          “ Interest Payment Date ”: (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final

maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or shorter, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Credit Loan that is a Base Rate Loan and any Swing Line Loan), the date of any repayment or prepayment made in respect thereof.

          “ Interest Period ”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 2:00 p.m. (New York City time) on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

     (1) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

     (2) any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date, the Tranche A Term Loan Maturity Date or the Tranche B Term Loan Maturity Date, as the case may be, shall end on the Revolving Credit Termination Date, the Tranche A Term Loan Maturity Date or the Tranche B Term Loan Maturity Date, as applicable; and

     (3) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

          “ Interest Reserve Account ”: that certain account established and maintained by the Borrower with the Account Bank for the benefit of the Administrative Agent, for the benefit of the Secured Parties, designated as the “Archstone Smith CF Interest Reserve – Credit Facility Interest Reserve Account” and subject to the Interest Reserve Account Control Agreement.

          “ Interest Reserve Account Control Agreement ”: the Account Control Agreement (Interest Reserve Account) dated as of October 5, 2007, among the Administrative Agent, the Borrower and the Account Bank, as amended, supplemented or otherwise modified from time to time.

          “ Interest Reserve Debt Service ”: for any period, the sum (without duplication) of (a) Combined Interest Expense for such period, (b) scheduled payments made during such period

on account of principal of Indebtedness (other than the Tranche A Term Loans) of the Combined Group Members, other than balloon payments of principal due upon the stated maturity of any such Indebtedness or similar principal payment which repays or discharges such Indebtedness in full and (c) the Combined Group Members’ pro-rata share of all expenses and payments referred to in the preceding clauses (a) and (b) from their Unconsolidated Joint Ventures.

          “ Interest Reserve Debt Service Coverage Ratio ”: for any period, the ratio of (a) Combined EBITDA for such period to (b) Interest Reserve Debt Service for such period.

          “ Interest Reserve True-Up Amount ”: as defined in Section 2.25(c).

          “ Interest Reserve Withdrawal Ratio ”: as defined in Section 2.25(c).

          “ Interest Reserve Withdrawals ”: as defined in Section 2.25(b).

          “ Investments ”: as defined in Section 7.8.

          “ Issuing Lender ”: the Existing Issuing Lender and any Revolving Credit Lender from time to time designated by the Borrower as an Issuing Lender with the consent of such Revolving Credit Lender and the Administrative Agent.

          “ Joint Venture ”: any Person in which the Parent/Affiliate Guarantors or the Borrower owns, directly or indirectly, Capital Stock (other than publicly traded Capital Stock) and which is not a Wholly Owned Subsidiary of the Parent/Affiliate Guarantors or the Borrower.

          “ Joint Venture Property ”: each parcel of real property owned or leased by any Joint Venture.

          “ LBHI ”: Lehman Brothers Holdings Inc.

          “ L/C Commitment ”: $425,000,000, until the first anniversary of the Closing Date, and $250,000,000 thereafter; provided that, the amount of the L/C Commitment shall be increased by an amount equal to any Letters of Credit issued related to (i) the Clinton Green Letters of Credit or (ii) Clinton Green North, LLC and Clinton Green South, LLC, in an aggregate amount for both clauses (i) and (ii) not exceeding $271,501,316.

          “ L/C Fee Payment Date ”: the last day of each March, June, September and December and the last day of the Revolving Credit Commitment Period.

          “ L/C Obligations ”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

          “ L/C Participants ”: with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other than the Issuing Lender that issued such letter of Credit.

included as Tranche B Term Loans, the aggregate unpaid principal amount of the Incremental Term Loans under such Facility.

          “ Majority Revolving Credit Facility Lenders ”: the Majority Facility Lenders in respect of the Revolving Credit Facility.

          “ Material Adverse Effect ”: a material adverse effect on (a) the business, assets, property, results of operations or financial condition of the Combined Group Members, taken as a whole, or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder.

          “ Material Environmental Amount ”: an amount or amounts payable by the Combined Group Members, in the aggregate in excess of $50,000,000 for: costs to comply with any Environmental Law; costs of any investigation, and any remediation, of any Material of Environmental Concern; and compensatory damages (including, without limitation damages to natural resources), punitive damages, fines, and penalties pursuant to any Environmental Law.

          “ Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products (virgin or unused), polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other materials, substances or forces of any kind, whether or not any such material, substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could reasonably be expected to give rise to liability under any Environmental Law.

          “ Merger Agreement ”: the Agreement and Plan of Merger, dated as of May 28, 2007, among River Holding LP, a Delaware limited partnership, River Acquisition (MD), LP, a Maryland limited partnership, the Borrower, the Company and River Trust Acquisition (MD), LLC, a Maryland limited liability company, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Merger Documentation ”: collectively, the Merger Agreement and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith (other than agreements solely between the LBHI and TSREV), in each case, as amended, supplemented or otherwise modified from time to time.

          “ Mergers ”: collectively, the Borrower Merger and the Holdings Merger.

          “ Mezzanine Facilities ”: the mezzanine loan facilities entered into pursuant to the Mortgage/Mezzanine Documents.

          “ Mezzanine Notes Receivable ”: mezzanine notes receivable, including interest payments thereunder, issued in favor of any Combined Group Member by any Person (other than by an Affiliate of any Combined Group Member, including the Affiliate Borrower Credit Agreements).

          “ Mezzanine Notes Receivable Leverage Ratio ”: on any date of determination, for each Mezzanine Notes Receivable, the ratio of (a) the aggregate principal amount of

Indebtedness incurred in connection with any investment in such Mezzanine Notes Receivable at such date to (b) the outstanding principal amount of such Mezzanine Notes Receivable on such date.

          “ Moody’s ”: Moody’s Investors Service, Inc.

          “ Mortgage/Mezzanine Borrower ”: any Wholly Owned Subsidiary of the Borrower that is a borrower under the Mortgage/Mezzanine Facilities.

          “ Mortgage/Mezzanine Documents ”: each of the documents set forth on Schedule 1.1C hereto.

          “ Mortgage/Mezzanine Facilities ”: the mortgage and mezzanine loan facilities entered into pursuant to the Mortgage/Mezzanine Documents.

          “ Mortgaged Properties ”: the real properties listed on Schedule 1.1A , as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to one or more Mortgages.

          “ Mortgages ”: each of the mortgages, deeds of trust and deeds to secure debt made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

          “ Net Cash Proceeds ”: (a) in connection with any Asset Sale, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale, net of (1) direct transaction costs paid or payable as a result of such Asset Sale (including, without limitation, attorneys’, accountants’, investment banking, brokers’ and consultants’ fees and expenses, (2) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale (other than any Lien pursuant to a Security Document), including, without limitation any Bond L/C Reimbursement Obligation (whether or not secured by a Lien), (3) other customary fees and expenses actually incurred in connection therewith, (4) any real estate transfer taxes with respect to the Asset Sale that are imposed on the ASOT Group Member that Disposed of such Property, and the income or gains tax with respect to such Asset Sale that would be imposed on the ASOT Group Member that Disposed of such Property if such ASOT Group Member were taxable as a corporation that is not consolidated, combined or otherwise a member of a unitary group with any other entity, taking into account any net losses and/or deductions of such ASOT Group Member incurred in the taxable year of such sale, and (5) any tax indemnity payments due and payable to any holder of the ASOT Preferred Stock as a result of such Asset Sale, (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of

(1) attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith (including breakage costs), (2) with respect to any Indebtedness incurred to acquire an asset, the purchase price (together with all related fees and expenses related to such acquisition) of such asset and (3) with respect to any Indebtedness incurred to refinance any Indebtedness permitted by Section 7.2, any amounts paid or required to be applied to the repayment of such Indebtedness (including (i) the fees and charges of the lender thereunder and (ii) any reserve accounts provided for thereunder against liabilities retained by the applicable ASOT Group Member), provided that, (x) solely with respect to any Indebtedness incurred in accordance with Section 7.2(l), the Net Cash Proceeds of such Indebtedness shall exclude amounts borrowed to restore any existing Operating Property owned by the ASOT Group Members and (y) solely with respect to any Construction Related Indebtedness incurred in accordance with Section 7.2(m), the Net Cash Proceeds of such Indebtedness shall exclude amounts borrowed to finance development expenses of the related Real Estate Under Construction, (c) in connection with any Purchase Price Refund, the cash amount thereof, net of any expenses incurred in the collection thereof and (d) in connection with any Recovery Event, the cash proceeds thereof, less any actual and reasonable costs incurred and paid or payable by such ASOT Group Member in connection with (x) attorneys’ and consultants’ fees and expenses in connection with the adjustment or settlement of any claims in respect thereof, (y) restoration work whether or not required by any casualty insurance policy or as a result of a condemnation and (z) any amounts paid or required to be applied to the repayment of Indebtedness (including the fees and charges of the lenders thereunder) secured by a Lien expressly permitted hereunder on any asset which is the subject of such Recovery Event. Solely with respect to any Disposition by NTPA LLC and its Subsidiaries after the NTPA LLC Redemption or Smith LLC and its Subsidiaries after the Smith LLC Redemption, the aggregate Net Cash Proceeds determined in accordance with clause (a) or (d) of the preceding sentence shall also be net of the Release Price for the applicable NTPA LLC Asset or Smith LLC Asset paid to the Lenders in accordance with Section 6.10(e) and previously applied to the prepayment of the Loans in accordance with Section 2.12(c). For the avoidance of doubt, the Net Cash Proceeds for any Asset Sale determined pursuant to clause (a) above shall be net of any reserves established by the applicable ASOT Group Member against liabilities retained by such ASOT Group Member in connection with such Asset Sale to the extent required by GAAP or the applicable sales contract, provided that, upon the release of any such reserves in favor of such ASOT Group Members, the amount of such released reserves shall be applied to prepay the Loans and/or cash collateralize the outstanding Letters of Credit in accordance with Section 2.12(c).

          “ New Revolving Credit Lender ”: as defined in Section 2.29(b).

          “ Nominee GP Guarantor ”: as defined in the preamble hereto.

          “ Nominee Guarantor ”: as defined in the preamble hereto.

          “ Non-Consenting Lender ”: as defined in Section 2.24.

          “ Non-Excluded Taxes ”: as defined in Section 2.20(a).

          “ Non-Recourse Subsidiary Borrower ”: a Subsidiary of any Applicable Party that is a special purpose entity whose only assets are the assets securing Indebtedness incurred in accordance with Section 7.2(l).

          “ Non-U.S. Lender ”: as defined in Section 2.20(d).

          “ Note ”: any promissory note evidencing any Loan.

          “ NTPA LLC ”: as defined in the preamble hereto.

          “ NTPA LLC Assets ”: the real property assets known as the “ T=7 Non-Tax Protected Assets ” and the direct equity interests related thereto.

          “ NTPA LLC Redemption ”: the redemption by the Borrower after the second anniversary of the Closing Date of all the Borrower common units held by NTPA LLC in exchange for all or a portion of the NTPA LLC Assets.

          “ NTPA LLC Redemption Date ”: the date on which the NTPA LLC Redemption is consummated.

          “ Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided , that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

          “ OC/SD JV Holdings LLC ”: as defined in the preamble hereto.

          “ OC/SD JV LLC ”: as defined in the preamble hereto.

          “ OC/SD JV LLC Asset Disposition ”: the purchase of certain real estate assets and equity interests by OC/SD JV LLC from the Company pursuant to the OC/SD JV LLC Purchase Agreement for cash on the Closing Date.

          “ OC/SD JV LLC Purchase Agreement ”: that certain Purchase and Sale Agreement made as of October 5, 2007, by and between the Company, as seller, and OC/SD Partners LP, a Delaware limited partnership, as buyer.

          “ Operating Properties ”: collectively, the Owned Properties and the Joint Venture Properties.

          “ Operating Property EBITDA ”: of any Operating Property for any period, Operating Property Net Income of the relevant Property Owner for such period plus , without duplication and to the extent reflected as a charge in the statement of such Operating Property Net Income for such period, the sum of (a) income tax expense, (b) interest expense of such Property Owner, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Operating Property Net Income for such period, losses on sales of assets outside of the ordinary course of business), and (f) any other non-cash charges, and minus , to the extent included in the statement of such Operating Property Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining such Operating Property Net Income), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Operating Property Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (c) any other non-cash income and (d) any cash payments made during such period in respect of items described in clause (e) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Operating Property Net Income, provided that, the Operating Property EBITDA of any Operating Property shall exclude Operating Property EBITDA attributable to any other Operating Property owned by such Property Owner.

          “ Operating Property Net Income ”: of any Property Owner for any period, the combined net income (or loss) of such Property Owner for such period, determined on a combined basis.

          “ Other Taxes ”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

          “ Owned Properties ”: each parcel of real property owned or leased by the Combined Group Members.

          “ Ownership Percentage ”: with respect to any Operating Property (or any Joint Venture that owns, directly or indirectly, any Capital Stock of the Property Owner that owns or leases such Operating Property) at any time, the percentage of the total outstanding Capital Stock of the Property Owner with respect to such Operating Property held directly and indirectly by the applicable Person.

          “ Parent/Affiliate Guarantors ”: each of (i) the Parent Guarantors, (ii) the Additional Parent Guarantors, (iii) Holdings I Corp, (iv) prior to the NTPA LLC Redemption, NTPA LLC, (v) prior to the Smith LLC Redemption, Smith LLC, and (vi) Secured Note LLC.

          “ Parent Guarantors ”: each of (i) Guarantor 1, (ii) Guarantor 2, (iii) the Principal Guarantor, (iv) the Nominee GP Guarantor, (v) the Nominee Guarantor, (vi) Holdings, (vii) prior to the NTPA LLC Redemption, NTPA LLC, (viii) prior to the Smith LLC Redemption, Smith LLC, (ix) OC/SD JV Holdings LLC, (x) OC/SD JV LLC and (xi) the Additional Parent Guarantors.

          “ Participant ”: as defined in Section 10.6(b).

          “ Payment Office ”: the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.

          “ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

          “ Permitted Investors ”: LBHI and/or TSREV and their respective Affiliates.

          “ Permitted Leases ”: leases or subleases (including ground leases and licenses and other occupancy agreements) entered into the ordinary course of business by any Combined Group Member, in each case, at an arm’s-length basis (i.e., on market terms) which do not materially impair the interests of such Combined Group Member in the Property subject thereto or the value of such Property.

          “ Permitted Reinvestment ”: the use of any Net Cash Proceeds, Affiliate Net Cash Proceeds or Distributable Affiliate Proceeds to: (i) acquire assets useful in the Borrower’s or any Affiliate Borrower’s business, including, without limitation, the acquisition of any Eligible Land (including, all or a portion of the Capital Stock of any entity that owns, directly or indirectly, Eligible Land), (ii) make Investments in Mezzanine Notes Receivables, (iii) make optional prepayments of the Revolving Credit Loans and/or the Swing Line Loans, (iv) make deposits in the Interest Reserve Account, (v) pay development expenses of any Development Property, (vi) make Capital Expenditures or (vii) make Restricted Payments permitted by Section 7.6(f)(ii); provided that, the aggregate amount of deposits in to the Interest Reserve Account with Net Cash Proceeds, Affiliate Net Cash Proceeds or Distributable Affiliate Proceeds that may be included as a Permitted Reinvestment during the term of this Agreement may not exceed an amount equal to $100,000,000 minus the aggregate amount of deposits in the Interest Reserve Account with Affiliate Borrower Net Cash Proceeds and Distributable Affiliate Proceeds made pursuant to the applicable Affiliate Borrower Credit Agreements. In order to determine the available amount of “Permitted Reinvestment” to be used for any purpose permitted above on any date, in the event that the Borrower has made any Restricted Payments pursuant to Section 7.6(f) in excess of $15,000,000, such Net Cash Proceeds, Affiliate Net Cash Proceeds and Distributable Affiliate Proceeds shall be deemed applied, without duplication, first , to make Restricted Payments permitted by Section 7.6(f) in excess of $15,000,000 (the “ Excess Restricted Payment Amount ”) on or prior to such date, and second , to any other use permitted above. Notwithstanding anything to the contrary contained herein, to the extent that the

Borrower has used Revolving Credit Loans or Swing Line Loans to make Restricted Payments pursuant to Section 7.6(f)(ii) (or to reimburse the Borrower for such Restricted Payments), the Net Cash Proceeds, Affiliate Net Cash Proceeds and Distributable Affiliate Proceeds shall be used to repay such Revolving Credit Loans and Swing Line Loans in an amount equal to the portion of the Excess Restricted Payment Amount funded with the proceeds of the Revolving Credit Loans and the Swing Line Loans.

          “ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

          “ personal property ”: “personal property”, as defined in the Uniform Commercial Code as from time to time in effect in the State of New York, which is owned by any ASOT Group Member.

          “ Plan ”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

          “ Pledged Stock ”: as defined in the Guarantee and Collateral Agreement.

          “ Pricing Grid ”: the table set forth below.

		Applicable Margin for				Applicable Margin for
Combined Leverage Ratio		Base Rate Loans				Eurodollar Loans
>0.60 to 1.00			2.00	%			3.00	%
< 0.60 to 1.00			1.75	%			2.75	%

For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in the Combined Leverage Ratio shall become effective on the date (the “ Adjustment Date ”) on which financial statements are delivered to the Lenders pursuant to Section 6.1 (but in any event not later than the 45 ^th day after the end of each of the first three quarterly periods of each fiscal year or the 90 ^th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Combined Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 0.60 to 1.00. In addition, (i) at all times while an Event of Default shall have occurred and be continuing, the Combined Leverage Ratio shall for the purposes of this Pricing Grid be deemed to be greater than 0.60 to 1.00 and (ii) the Applicable Margins set forth above shall be increased by 1.00% during any Cure Period. If on any Adjustment Date the Combined Leverage Ratio would result in different Applicable Margins, the higher Applicable Margin shall govern. Each determination of the Combined Leverage Ratio pursuant to this Pricing Grid shall be made for the periods and in the manner contemplated by Section 7.1(a).

          “ Principal Guarantor ”: as defined in the preamble hereto.

          “ Pro Forma Balance Sheet ”: as defined in Section 4.1(a).

          “ Projections ”: as defined in Section 6.2(c).

          “ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

          “ Property Owners ”: collectively, Persons identified in Schedule 1.1D attached hereto, each of which owns the Operating Property identified on such Schedule as being owned by such Person.

          “ Purchase Price Refund ”: any amount received by any ASOT Group Member as a result of a purchase price adjustment or similar event in connection with any acquisition of Property by any ASOT Group Member.

          “ Qualified Construction Refinancing ”: any Indebtedness incurred by a Combined Group Member after the Closing Date in accordance with Section 7.2(m) that is secured by Real Estate Under Construction acquired by such Combined Group Member with the proceeds of the Revolving Credit Loans and/or Swing Line Loans, provided that, the Borrower has delivered to the Administrative Agent on or prior to the date that is five Business Days after the Borrowing Date for Revolving Credit Loans and Swing Line Loans to acquire or pay development costs of such Real Estate Under Construction, a written notice identifying such Real Estate Under Construction as a “Qualified Construction Property” for which the applicable Combined Group Member intends to incur Construction Related Indebtedness to finance acquisition costs and the development thereof.

          “ Qualified Counterparty ”: with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender, an Affiliate of a Lender, an Agent or an Affiliate of an Agent, including, without limitation, any Hedge Agreement entered into prior to the Closing Date by an Agent or an Affiliate of an Agent in connection with the Facilities; provided that, in the event a counterparty to a Hedge Agreement at the time such Hedge Agreement was entered into was a Qualified Counterparty, such counterparty shall constitute a Qualified Counterparty hereunder and under the other Loan Documents; provided , further that, with respect to any Hedge Agreement entered into prior to the Closing Date, any counterparty thereto shall be a “Qualified Counterparty” if such counterparty was a Lender, an Affiliate of a Lender, an Agent or an Affiliate of an Agent as of the Closing Date.

          “ Qualified Development Expense ”: any Approved Projected Cost to develop any Real Estate Under Construction paid with the proceeds of the Revolving Credit Loans and/or Swing Line Loans, provided that, the Borrower has delivered to the Administrative Agent on or prior to the date that is five Business Days after the Borrowing Date for such Revolving Credit Loans and Swing Line Loans, a written notice identifying such Approved Projected Cost as a “Qualified Development Expense”.

          “ Qualified Intermediary ”: any Person serving as a “qualified intermediary” or an “exchange accommodation title holder” for purposes of a sale or exchange pursuant to and qualifying for tax treatment under Section 1031 of the Code.

          “ Qualified JV Asset ”: any real estate asset or the Capital Stock thereof acquired by a Combined Group Member after the Closing Date with the proceeds of the Revolving Credit Loans and/or Swing Line Loans, provided that, the Borrower has delivered to the Administrative Agent on or prior to the date that is five Business Days after the Borrowing Date for such Revolving Credit Loans and Swing Line Loans, a written notice identifying such real estate asset or the Capital Stock thereof as a “Qualified JV Asset” which the applicable Combined Group Member intends to sell a portion of the Capital Stock thereof.

          “ Qualified JV Asset Sale ”: the sale by any Combined Group Member of a portion, but not all, of the Capital Stock of any Qualified JV Asset to a Person that is not an Affiliate of a Combined Group Member.

          “ Real Estate Purchase Documentation ”: collectively, the Holdings I LP Purchase Agreement, the Holdings II LP Purchase Agreement, the OC/SD JV Asset Purchase Agreement and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Real Estate Under Construction ”: Real Property (other than a Completed Property) on which construction of material improvements has commenced or shall concurrently commence with the incurrence of Indebtedness financing such construction and is or shall be continuing to be performed.

          “ Real Property ”: any present and future right, title and interest (including, without limitation, any leasehold estate) in (i) any plots, pieces or parcels of Eligible Land, (ii) any Improvements of every nature whatsoever (the rights and interests described in clauses (i) and (ii) above being the “ Premises ”), (iii) all easements, rights of way, gores of land or any lands occupied by streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and public places adjoining such land, and any other interests in property constituting appurtenances to the Premises, or which hereafter shall in any way belong, relate or be appurtenant thereto, (iv) all hereditaments, gas, oil, minerals (with the right to extract, sever and remove such gas, oil and minerals), and easements, of every nature whatsoever, located in, on or benefiting the Premises and (v) all other rights and privileges thereunto belonging or appertaining and all extensions, additions, improvements, betterments, renewals, substitutions and replacements to or of any of the rights and interests described in clauses (iii) and (iv) above.

          “ Recourse Indebtedness ”: any Indebtedness, to the extent that recourse of the applicable lender for non-payment is not limited to such lender’s Liens on a particular asset or group of assets that secure such Indebtedness (except to the extent the Property on which such lender has a Lien and to which its recourse for non-payment is limited constitutes cash or Cash Equivalents, to which extent such Indebtedness shall be deemed to be Recourse Indebtedness); provided that, personal recourse of any Person for any such Indebtedness for fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities, prohibited

transfers, violations of single purpose entity covenants, and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate guaranty or indemnification agreements in non-recourse financing of real estate shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.

          “ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any ASOT Group Member.

          “ Refunded Swing Line Loans ”: as defined in Section 2.7(b).

          “ Refunding Date ”: as defined in Section 2.7(c).

          “ Register ”: as defined in Section 10.6(d).

          “ Regulation H ”: Regulation H of the Board as in effect from time to time.

          “ Regulation U ”: Regulation U of the Board as in effect from time to time.

          “ Reimbursement Obligation ”: the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender.

          “ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event or Affiliate Borrower Reinvestment Event, as applicable, the aggregate Net Cash Proceeds or Affiliate Borrower Net Cash Proceeds received by any Combined Group Member in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.12(c) or 2.12(d) as a result of the delivery of a Reinvestment Notice or an Affiliate Borrower Reinvestment Notice.

          “ Reinvestment Event ”: any Asset Sale, Purchase Price Refund or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

          “ Reinvestment Notice ”: a written notice executed on behalf of the Borrower by a Responsible Officer stating that no Default or Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale, Purchase Price Refund or Recovery Event for Permitted Reinvestments.

          “ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, (a) the Reinvestment Deferred Amount relating thereto less (b) any amount expended prior to the relevant Reinvestment Prepayment Date for Permitted Reinvestments. The amount expended in accordance with clause (b) of the preceding sentence may include, without duplication, amounts expended at any time after the Closing Date and prior to such Reinvestment Event for Permitted Reinvestments.

          “ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring six months after such Reinvestment Event, provided that, such date shall be extended until the date that is nine months after such Reinvestment Event if the

Borrower or any of its Subsidiaries has entered into a legally binding agreement to acquire assets useful in the Borrower’s and its Subsidiaries’ business within six months after such Reinvestment Event, and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, use all or any portion of the Reinvestment Deferred Amount with respect to such Reinvestment Event for Permitted Reinvestments.

          “ REIT Election Effective Date ”: the date upon which the election by any of Holdings, NTPA LLC, Smith LLC, Secured Note LLC and OC/SD JV Holdings LLC to qualify as a real estate investment trust under Sections 856 through 860 of the Code in accordance with Section 6.14 is effective.

          “ REIT Preferred Stock ”: with respect to any Future REIT, up to 150 shares of preferred stock issued by such Person at $1,000 per share to up to 150 separate other Persons with a dividend not to exceed 20%.

          “ REIT Status ”: with respect to any Person, (a) the qualification of such Person as a real estate investment trust under Sections 856 through 860 of the Code, and (b) the applicability to such Person and its shareholders of the method of taxation provided for in Sections 857 et seq . of the Code.

          “ Related Fund ”: with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor as such Lender, by such Lender or an affiliate of such Lender.

          “ Release Price ”: for any NTPA LLC Asset or any Smith LLC Asset, the amount set forth on Schedule 1.1E for such Property, as such Schedule may be amended by the Borrower and the Administrative Agent in connection with any new Property intended to be a NTPA LLC Asset or a Smith LLC Asset.

          “ Renovation Capital Expenditures ”: for any period, with respect to any Person, the Capital Expenditures of such Person for such period comprised of: (a) Capital Expenditures incurred in connection with a major renovation or reparation of a community and (b) value-enhancing Capital Expenditures representing costs for which an incremental value is expected to be achieved from increasing the net operating income potential for a community or recharacterizing the quality of the income stream with an anticipated reduction in potential sales capitalization rate for items such as replacement of wood siding with a masonry-based Hardi-Board product, amenity upgrades and additions (including designer kitchens, new clubhouses or fitness centers), installation of security gates and additions of covered parking. For the avoidance of doubt, “ Renovation Capital Expenditures ” shall not include development expenses for any Operating Property.

          “ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

          “ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30 day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

          “ Required Lenders ”: at any time, the holders of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

          “ Required Prepayment Lenders ”: with respect to any Facility, the Majority Facility Lenders in respect of such Facility.

          “ Required Ratios ”: on any date of determination, (x) the Combined Leverage Ratio as at the last day of the most recent fiscal quarter for which financial statements are available shall be equal to or less than 0.60 to 1.00 and (y) the Combined Debt Service Coverage Ratio for the most recent period of four consecutive fiscal quarters (or, if less, the number of full fiscal quarters subsequent to the Closing Date) for which financial statements are available shall be equal to or greater than 1.25 to 1.00.

          “ Requirements of Law ”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

          “ Responsible Officer ”: the chief executive officer, president, chief financial officer, chief accounting officer, chief operating officer, general counsel, treasurer or controller of the Borrower, but in any event, with respect to financial matters, the chief financial officer, the chief accounting officer, treasurer or controller of the Borrower.

          “ Restricted Payments ”: as defined in Section 7.6.

          “ Revolving Commitment Increase Notice ”: as defined in Section 2.29(a).

          “ Revolving Credit Commitment ”: as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and participate in Swing Line Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Total Revolving Credit Commitments as of the Effective Date is $750,000,000.

          “ Revolving Credit Commitment Period ”: the period from and including the Effective Date to the Revolving Credit Termination Date.

          “ Revolving Credit Facility ”: as defined in the definition of “Facility” in this Section 1.1.

          “ Revolving Credit Increase Effective Date ”: as defined in Section 2.29(f).

          “ Revolving Credit Lender ”: each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

          “ Revolving Credit Loans ”: as defined in Section 2.4.

          “ Revolving Credit Note ”: as defined in Section 2.8(e).

          “ Revolving Credit Percentage ”: as to any Revolving Credit Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes of the Total Revolving Extensions of Credit then outstanding).

          “ Revolving Credit Termination Date ”: October 5, 2011.

          “ Revolving Extensions of Credit ”: as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

          “ Revolving Offered Increase Amount ”: as defined in Section 2.29(a).

          “ S&P ”: Standard & Poor’s Ratings Services.

          “ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

          “ Secured Contribution Agreement ”: the Secured Contribution Agreement, dated as of October 5, 2007, made by Secured Note LLC in favor of the Borrower, which is secured by the Affiliate Borrower I-B Loan Documents and the Affiliate Borrower II Loan Documents on a first priority basis, as the same may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

          “ Secured Guarantor Notes ”: a collective reference to each unsecured promissory note, to be made by Guarantor 1, Guarantor 2 or any Additional Parent Guarantor, as borrower, in favor of the Borrower, as lender, in form and substance reasonably satisfactory to the Administrative Agent, for the purpose of making a loan to Guarantor 1, Guarantor 2 or such Additional Parent Guarantor, as applicable, to finance certain expenses of Guarantor 1, Guarantor 2 and such Additional Parent Guarantor in accordance with Section 7.6(g), as amended, supplemented or otherwise modified from time to time.

          “ Secured Note LLC ”: as defined in the preamble hereto.

          “ Secured Parties ”: as defined in the Guarantee and Collateral Agreement.

          “ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document and, with respect to each Bond L/C, the trust indenture entered into in connection with such Bond L/C, and such other agreements and documents delivered by the Issuer (as defined in the applicable Bond L/C) and the applicable trustee, pursuant to which such Issuer’s interest in the Trust Estate (as defined in the applicable trust indenture) and, upon payment in full of the applicable Bonds, such trustee’s interest in the applicable Bond Documents, are assigned to the applicable Issuing Lender as security for payment of such Bonds.

          “ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

          “ Smith LLC ”: as defined in the preamble hereto.

          “ Smith LLC Assets ”: the real property assets known as the “ Smith Assets ” and the direct equity interests related thereto.

          “ Smith LLC Redemption ”: the redemption by the Borrower after the second anniversary of the Closing Date of all the Borrower common units held by Smith LLC in exchange for all or a portion of the Smith LLC Assets.

          “ Smith LLC Redemption Date ”: the date on which the Smith LLC Redemption is consummated.

          “ Solvent ”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

          “ Specified Equity Contribution ”: any equity contribution made directly or indirectly by the Permitted Investors to Guarantor 1 GP, Guarantor 2 and the Additional Parent Guarantors (and contributed in cash to Guarantor 1 and then contributed in cash by the applicable Financial Reporting Party to the Borrower or any other Loan Party (excluding the Financial Reporting Parties)) after the Closing Date and prior to the date that is ten days after the

date on which financial statements are required to be delivered for a fiscal quarter that will, at the request of the Borrower, be deemed to increase, dollar for dollar, Combined EBITDA for such fiscal quarter for the purpose of determining compliance with the Combined Debt Service Coverage Ratio at the end of such fiscal quarter, provided that, (a) the amount of the Specified Equity Contribution deemed applied to Combined EBITDA shall be no greater than an amount required to cause the Borrower to be in compliance with the Combined Debt Service Coverage Ratio set forth in Section 7.1, (b) there may only be one Specified Equity Contribution during any consecutive twelve-month period and (c) the Specified Equity Contribution may be either common equity or preferred equity, provided that, any such preferred equity shall be on terms and conditions reasonably satisfactory to the Administrative Agent.

          “ Specified Hedge Agreement ”: any Hedge Agreement entered into by the Borrower or any Guarantor and any Qualified Counterparty.

          “ Subordinated Affiliate Notes Payable ”: loans made by the Affiliate Lenders to the Borrower pursuant to documentation containing terms reasonably satisfactory to the Administrative Agent and subordinated to the Obligations pursuant to the Affiliate Lender Subordination Agreement, the proceeds of which are used by the Borrower to prepay the Loans.

          “ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity either (x) of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned or (y) the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person, provided that, a Joint Venture shall not constitute a Subsidiary of such Person unless this clause (y) is applicable. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

          “ Subsidiary Guarantor ”: each Subsidiary of the Borrower that is or becomes a party to the Guarantee and Collateral Agreement. “ Subsidiary Guarantors ” shall not include (i) any Excluded Foreign Subsidiary or any Subsidiary of a Foreign Subsidiary or (ii) any Subsidiary of the Borrower prohibited from providing a guarantee of the Obligations pursuant to Indebtedness permitted by Section 7.2.

          “ Successor Borrower ”: as defined in Section 7.4(a).

          “ Summary Appraisal ”: with respect to any Operating Property, a “Summary Appraisal Report”, undertaken by an Appraiser, complying with all applicable laws, rules, regulations and standards, including FIRREA and USPAP, as applicable.

          “ Swing Line Commitment ”: the obligation of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $75,000,000.

          “ Swing Line Lender ”: Lehman Commercial Paper Inc., in its capacity as the lender of Swing Line Loans.

          “ Swing Line Loans ”: as defined in Section 2.6.

          “ Swing Line Note ”: as defined in Section 2.8(e).

          “ Swing Line Participation Amount ”: as defined in Section 2.7(c).

          “ Syndication Agent ”: as defined in the preamble hereto.

          “ Syndication Date ”: the date on which the Arrangers complete the syndication of the Facilities and the entities selected in such syndication process become parties to this Agreement.

          “ Tangible Net Worth ”: on any date of determination, (a) Gross Asset Value for the fiscal quarter most recently ending prior to such date for which financial statements are available minus (b) Combined Total Debt on such date.

          “ Term Loan Facilities ”: the collective reference to the Tranche A Term Loan Facility, the Tranche B Term Loan Facility and the Incremental Term Loan Facilities.

          “ Term Loan Lenders ”: the collective reference to the Tranche A Term Loan Lenders and the Tranche B Term Loan Lenders and the Incremental Term Loan Lenders, if any.

          “ Term Loans ”: the collective reference to the Tranche A Term Loans, Tranche B Term Loans and the Incremental Term Loans.

          “ Term Note ”: as defined in Section 2.8(e).

          “ Test Date ”: as defined in Section 2.12(l).

          “ Total Revolving Credit Commitments ”: at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

          “ Total Revolving Extensions of Credit ”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.

          “ Tranche A Term Loan ”: as defined in Section 2.1. After giving effect to the application of the proceeds of the Additional Tranche B Term Loans on the Effective Date, together with any prepayments made pursuant to the Existing Credit Agreement prior to the Effective Date, the aggregate outstanding amount of the Tranche A Term Loans on the Effective Date is $1,750,000,000.

          “ Tranche A Term Loan Facility ”: as defined in the definition of “Facility” in this Section 1.1.

          “ Tranche A Term Loan Lender ”: each Lender that is the holder of a Tranche A Term Loan.

          “ Tranche A Term Loan Maturity Date ”: October 5, 2011.

          “ Tranche A Term Loan Percentage ”: as to any Tranche A Term Loan Lender at any time, the percentage which the aggregate principal amount of such Lender’s Tranche A Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Term Loans then outstanding.

          “ Tranche B Term Loan ”: as defined in Section 2.1, together with the Additional Tranche B Term Loans. The aggregate outstanding amount of the Tranche B Term Loans, together with the Additional Tranche B Term Loans, on the Effective Date is $3,014,000,000.

          “ Tranche B Term Loan Facility ”: as defined in the definition of “Facility” in this Section 1.1.

          “ Tranche B Term Loan Lender ”: each Lender that is the holder of a Tranche B Term Loan, including, without limitation, an Additional Tranche B Term Loan Lender.

          “ Tranche B Term Loan Maturity Date ”: October 5, 2012.

          “ Tranche B Term Loan Percentage ”: as to any Tranche B Term Loan Lender at any time, the percentage which the aggregate principal amount of such Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans then outstanding.

          “ Transactions ”: a collective reference to the Mergers and the Asset Dispositions, including the refinancing of certain existing Indebtedness of the Borrower and its Subsidiaries.

          “ Transferee ”: as defined in Section 10.14.

          “ TSREV ”: Tishman Speyer Real Estate Venture VII, L.P. or an affiliate thereof.

          “ Type ”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

          “ Unconsolidated Joint Venture ”: with respect to any Combined Group Member, any Joint Venture in which such Combined Group Member has an interest that is not consolidated with such Combined Group Member in accordance with GAAP.

          “ Unsecured Affiliate Borrower ”: as defined in Section 7.2(u).

          “ Unsecured Affiliate Lender ”: as defined in Section 7.2(u).

          “ Unsecured Employee Cost Loans ”: as defined in Section 7.2(u).

          “ Unit Award Agreements ”: a collective reference to: (i) the Unit Award Agreement, dated as of October 5, 2007, between Tishman Speyer Archstone-Smith Junior Mezz Borrower, L.P. and R. Scot Sellers; (ii) the Unit Award Agreement, dated as of October 5, 2007, between Guarantor 2 and R. Scot Sellers; (iii) the Unit Award Agreement, dated as of October 5, 2007, between Tishman Speyer Archstone-Smith Multifamily Parallel Guarantor II, L.L.C. and R. Scot Sellers; (iv) the Unit Award Agreement, dated as of October 5, 2007, between Tishman Speyer Archstone-Smith Multifamily Parallel Guarantor III, L.L.C. and R. Scot Sellers and

(v) any other unit award agreement entered into between the Additional Parallel Guarantors and R. Scot Sellers.

          “ USPAP ”: the Uniform Standards for Professional Appraisal Practice (USPAP).

          “ Value Determination Date ”: as defined in the definition of “ Appraised Value ”.

          “ Wholly Owned Subsidiary ”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries. For the avoidance of doubt, the definition of “Wholly Owned Subsidiary” shall include any Person all of the outstanding Capital Stock (other than (i) directors’ qualifying shares, (ii) REIT Preferred Stock, (iii) shares of ASOT Preferred Stock or (iv) Capital Stock owned by the Additional Parent Guarantors) of which is owned, directly or indirectly, by Guarantor 1 and/or Guarantor 2.

          “ Wholly Owned Subsidiary Guarantor ”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

          1.2 Other Definitional Provisions. (a)  Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

          (b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Combined Group Members not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

          (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

          (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (e) All calculations of financial ratios set forth in Section 7.1 and the calculation of the Combined Leverage Ratio for purposes of determining the Applicable Margin shall be calculated to the same number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

           Existing Term Loans. On the Closing Date, (a) the Tranche A Term Loan Lenders severally made term loans (each, a “ Tranche A Term Loan ”) to the Borrower and (b) the Tranche B Term Loan Lenders severally made term loans (each, a “ Tranche B Term Loan ”) to the Borrower. The Term Loans made on the Closing Date may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.

          2.2 Additional Tranche B Term Loan Facility.

          (a) Additional Tranche B Term Loans . Subject to the terms and conditions hereof, the Additional Tranche B Term Loan Lenders severally agree to make term loans (each, an “ Additional Tranche B Term Loan ”) to the Borrower on the Effective Date in an amount for each Additional Tranche B Term Loan Lender not to exceed the amount of the Additional Tranche B Term Loan Commitment of such Lender. The Additional Tranche B Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. For the avoidance of doubt, each Additional Tranche B Term Loan shall be a “Tranche B Term Loan” under this Agreement and each other Loan Document.

          (b) Procedure for Additional Tranche B Term Loan Borrowing . The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 2:00 p.m. (New York City time) (a) three Business Days prior to the Effective Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the Effective Date, in the case of Base Rate Loans) requesting that the Additional Tranche B Term Loan Lenders make the Additional Tranche B Term Loans on the Effective Date. The Additional Tranche B Term Loans shall initially be Base Rate Loans or Eurodollar Loans with a one month Interest Period, and no Additional Tranche B Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is the earlier of (x) the date which is 60 days after the Effective Date and (y) the Syndication Date. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Additional Tranche B Term Loan Lender thereof. Not later than 12:00 noon (New York City time) on the Effective Date each Additional Tranche B Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Additional Tranche B Term Loan or Additional Tranche B Term Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Additional Tranche B Term Loan Lenders in like funds as received by the Administrative Agent.

          2.3 Repayment of Term Loans. (a) The Tranche A Term Loan of each Tranche A Term Loan Lender shall mature in four consecutive annual installments, commencing on the first anniversary of the Closing Date, each of which shall be in an amount equal to such Lender’s Tranche A Term Loan Percentage multiplied by the amount set forth below opposite such installment (with the installments for such year to be payable on the corresponding anniversary of the Closing Date):

Installment		Principal Amount
Year 1		$	500,000,000
Year 2		$	350,000,000
Year 3		$	300,000,000
Year 4		Outstanding principal balance of the Tranche A Term Loans

          (b) The Borrower shall repay all outstanding Tranche B Term Loans on the Tranche B Term Loan Maturity Date.

          2.4 Revolving Credit Commitments. (a) Subject to the terms and conditions hereof, the Revolving Credit Lenders severally agree to make revolving credit loans (“ Revolving Credit Loans ”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding for each Revolving Credit Lender which, when added to such Lender’s Revolving Credit Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swing Line Loans then outstanding, does not exceed the amount of such Lender’s Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13, provided that, no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date.

          (b) The Borrower shall repay all outstanding Revolving Credit Loans on the Revolving Credit Termination Date.

          2.5 Procedure for Revolving Credit Borrowing. The Borrower may borrow under the Revolving Credit Commitments on any Business Day during the Revolving Credit Commitment Period, provided that the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 2:00 p.m. (New York City time) (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans). No Revolving Credit Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is the earlier of (x) the date which is 60 days after the Closing Date and (y) the Syndication Date. Each borrowing of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided , that borrowings of Base Rate Loans under the Revolving Credit Commitments may be requested in other amounts by the Swing Line Lender, on behalf of the Borrower, pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make

its Revolving Credit Percentage of the amount of each borrowing of Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon (New York City time) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.

          2.6 Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to the Borrower in the form of swing line loans (“ Swing Line Loans ”) a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only.

          (b) The Borrower shall repay to the Swing Line Lender the then unpaid principal amount of each Swing Line Loan on the earlier of the Revolving Credit Termination Date and the first date after such Swing Line Loan is made that is the 15 ^th or last day of a calendar month and is at least five Business Days after such Swing Line Loan is made, provided that, on each date that a Revolving Credit Loan is borrowed, the Borrower shall repay all Swing Line Loans then outstanding.

          2.7 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. (a)  The Borrower may borrow under the Swing Line Commitment on any Business Day during the Revolving Credit Commitment Period, provided , the Borrower shall give the Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be confirmed in writing by the Swing Line Lender not later than 1:00 p.m. (New York City time) on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date. Each borrowing under the Swing Line Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 p.m. (New York City time) on the Borrowing Date specified in the borrowing notice in respect of any Swing Line Loan, the Swing Line Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of such Swing Line Loan. The Administrative Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date in like funds as received by the Administrative Agent.

          (b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing

Line Lender to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later than 12:00 noon (New York City time) request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan (which shall initially be a Base Rate Loan), in an amount equal to such Revolving Credit Lender’s Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the “ Refunded Swing Line Loans ”) outstanding on the date of such notice, to repay the Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 a.m. (New York City time) one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be made immediately available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans.

          (c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower, or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(b) (the “ Refunding Date ”), purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “ Swing Line Participation Amount ”) equal to (i) such Revolving Credit Lender’s Revolving Credit Percentage times (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans.

          (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided , however , that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

          (e) Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan

Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

          2.8 Repayment of Loans; Evidence of Debt. (a)  The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (iii) the principal amount of each Tranche A Term Loan of such Tranche A Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iv) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender on the Tranche B Term Loan Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.15.

          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

          (c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

          (d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

          (e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans, Revolving Credit Loans or Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit G-1, G-2 or G-3, respectively (a “ Term Note ”, “ Revolving Credit Note ” or “ Swing Line Note ”, respectively), with appropriate insertions as to date and principal amount; provided , that delivery of Notes shall not be a

condition precedent to the occurrence of the Effective Date or the making of the Loans or issuance of Letters of Credit on the Effective Date. Upon request of the Borrower after payment in full of all Obligations (other than such contingent obligations, including indemnification obligations as to which no claim has been asserted), each Lender that has received a Note pursuant to this Section 2.8(e) shall deliver any such Note to the Borrower for cancellation.

          2.9 Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof.

          (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates from time to time agreed to in writing by the Borrower and the Administrative Agent.

          2.10 Termination or Reduction of Revolving Credit Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

          2.11 Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 noon (New York City time) three Business Days prior thereto in the case of Eurodollar Loans and no later than 12:00 noon (New York City time) one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided , that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21 and (ii) no prior notice is required for the prepayment of Swing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.

          2.12 Mandatory Prepayments. (a)  Subject to Section 2.12(j), unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued (other than Capital Stock issued to any Permitted Investor or ASOT Group Member), or Indebtedness incurred, by any ASOT Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement (other than Sections 7.2(l) and 7.2(m))), then not later than one Business Day after the date of such issuance or incurrence, the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Applicable Prepayment Percentage of the amount of the Net Cash Proceeds of such issuance or incurrence as set forth in Section 2.12(h), provided that, the Net Cash Proceeds of any Qualified Construction Refinancing required to be applied to prepay the Loans and/or cash collateralize the outstanding Letters of Credit pursuant to this Section 2.12(a) shall be applied as set forth in Section 2.12(i). The provisions of this Section 2.12 do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by any ASOT Group Member otherwise prohibited under this Agreement.

          (b) Subject to Section 2.12(j), unless the Required Prepayment Lenders shall otherwise agree, if on any date (i) Secured Note LLC shall receive any Affiliate Borrower Net Cash Proceeds pursuant to the applicable Affiliate Borrower Loan Documents or (ii) any Parent/Affiliate Guarantor shall receive any Affiliate Borrower Net Cash Proceeds pursuant to Section 6.16, in either case, in connection with the issuance of any Capital Stock (other than Capital Stock issued to any Permitted Investor, any ASOT Group Member or any other Affiliate Borrower Group Member), or the incurrence of any Indebtedness by any Affiliate Borrower Group Member (excluding any Indebtedness permitted to be incurred in accordance with the Affiliate Borrower Loan Documents as in effect on the date of this Agreement (other than Sections 7.2(l) and 7.2(m) of the applicable Affiliate Borrower Credit Agreement)), then on the date of receipt of such Affiliate Borrower Net Cash Proceeds by Secured Note LLC or any Parent/Affiliate Guarantor, the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Applicable Prepayment Percentage of the amount of the Affiliate Borrower Net Cash Proceeds of such issuance or incurrence as set forth in Section 2.12(h), provided that, the Affiliate Borrower Net Cash Proceeds of any Qualified Construction Refinancing received by Secured Note LLC or the Parent/Affiliate Guarantors required to be applied to prepay the Loans and/or cash collateralize the outstanding Letters of Credit pursuant to this Section 2.12(b) shall be applied as set forth in Section 2.12(i). For the avoidance of doubt, the provisions of this Section 2.12(b) shall only apply to the Development Assets after the payment in full of the outstanding Indebtedness under the Development Loan Credit Agreement.

          (c) (i) Subject to Section 2.12(j), unless the Required Prepayment Lenders shall otherwise agree, if on any date any ASOT Group Member shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, on the date of receipt by such ASOT Group Member of such Net Cash Proceeds, the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Applicable Prepayment Percentage of the amount of such Net Cash Proceeds as set forth in Section 2.12(h); provided that, notwithstanding the foregoing, (A) Net Cash Proceeds subject to a Reinvestment Notice shall not be required to

be applied until the applicable Reinvestment Prepayment Date with respect to the related Reinvestment Event, (B) with respect to any Asset Sale or Recovery Event, the aggregate Net Cash Proceeds of such Asset Sale or Recovery Event, as applicable, that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed an amount equal to the Applicable Reinvestment Percentage of the aggregate amount of such Net Cash Proceeds, (C) on each Reinvestment Prepayment Date the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event as set forth in Section 2.12(h), (D) the Net Cash Proceeds from any Qualified JV Asset Sale required be applied to prepay the Loans and/or cash collateralize the outstanding Letters of Credit pursuant to this Section 2.12(c) shall be applied as set forth in Section 2.12(i) and (E) the Borrower may not deliver a Reinvestment Notice with respect to any Net Cash Proceeds until the aggregate amount of Net Cash Proceeds, Affiliate Borrower Net Cash Proceeds and Distributable Affiliate Proceeds equal to $500,000,000 has been applied to repay the Term Loans, the Revolving Credit Loans and the Swing Line Loans in accordance with Sections 2.12(c) and 2.12(d). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5.

     (ii) Unless the Required Prepayment Lenders shall otherwise agree, if any ASOT Group Member consummates an Asset Sale of any asset securing a Bond and, in connection with such Asset Sale, the related trustee makes a drawing on the related Bond L/C to repay the outstanding amount of the Bonds in full, then on the date of receipt by such ASOT Group Member of the proceeds of such Asset Sale (the “ Bond Asset Sale Proceeds ”) in the form of cash and Cash Equivalents, the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Bond Reimbursement Obligation for such Bond L/C as set forth in this Section 2.12(c)(ii). Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied, first , to the prepayment of the Revolving Credit Loans and/or Swing Line Loans (without a corresponding permanent reduction of the commitments under the Revolving Credit Facility), second , to the prepayment of the Term Loans and, third , to replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions reasonably satisfactory to the Administrative Agent, provided that, the aggregate amount of such Bond Asset Sale Proceeds applied to prepay the Revolving Credit Loans and/or Swing Line Loans pursuant to this proviso shall not exceed the aggregate amount of the Bond L/C Reimbursement Obligations and any Bond Asset Sale Proceeds in excess of such amount shall be applied to prepay the Term Loans.

          (d) Subject to Section 2.12(j), unless the Required Prepayment Lenders shall otherwise agree, if on any date (i) Secured Note LLC shall receive any Affiliate Borrower Net Cash Proceeds pursuant to the applicable Affiliate Borrower Loan Documents or (ii) any Parent/Affiliate Guarantor shall receive any Distributable Affiliate Proceeds pursuant to Section 6.16, in either case, from any Affiliate Borrower Asset Sale Event or any other Asset Sale, Purchase Price Refund or Recovery Event then, on the date of receipt by the Secured Note

REIT of such Affiliate Borrower Net Cash Proceeds or by any Parent/Affiliate Guarantor of such Distributable Affiliate Proceeds, as applicable, the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Applicable Prepayment Percentage of the amount of such Affiliate Borrower Net Cash Proceeds or Distributable Affiliate Proceeds, as applicable, as set forth in Section 2.12(h); provided , that, notwithstanding the foregoing, (i) Affiliate Borrower Net Cash Proceeds subject to an Affiliate Borrower Reinvestment Notice shall not be required to be applied until the applicable Affiliate Borrower Reinvestment Prepayment Date with respect to the related Affiliate Borrower Reinvestment Event, (ii) with respect to any Affiliate Borrower Reinvestment Event, the aggregate Affiliate Borrower Net Cash Proceeds or Distributable Affiliate Proceeds of such Affiliate Borrower Reinvestment Event that may be excluded from the foregoing requirement pursuant to an Affiliate Borrower Reinvestment Notice shall not exceed an amount equal to the Applicable Reinvestment Percentage of the aggregate amount of such Affiliate Borrower Net Cash Proceeds or Distributable Affiliate Proceeds, as applicable, (iii) on each Affiliate Borrower Reinvestment Prepayment Date the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Affiliate Borrower Reinvestment Prepayment Amount received by Secured Note LLC or the Parent/Affiliate Guarantors pursuant to the Affiliate Borrower Loan Documents or Section 6.16, as applicable, in effect on such Affiliate Borrower Reinvestment Prepayment Date, in each case, as set forth in Section 2.12(h), (iv) the Affiliate Borrower Net Cash Proceeds received by Secured Note LLC or the Parent/Affiliate Guarantors from any Qualified JV Asset Sale required be applied to prepay the Loans and/or cash collateralize the outstanding Letters of Credit pursuant to this Section 2.12(d) shall be applied as set forth in Section 2.12(i) and (v) the Borrower may not deliver an Affiliate Borrower Reinvestment Notice with respect to any Affiliate Borrower Net Cash Proceeds or Distributable Affiliate Proceeds until the aggregate amount of Net Cash Proceeds, Affiliate Bor