MEZZANINE B LOAN AGREEMENT

Exhibit 10.10

MEZZANINE B LOAN AGREEMENT

Dated as of October 5, 2007

Between

THE ENTITIES IDENTIFIED IN EXHIBIT A ANNEXED HERETO ,
as Borrower

and

LEHMAN BROTHERS HOLDINGS INC.,
BANK OF AMERICA, N.A.
AND
BARCLAYS CAPITAL REAL ESTATE FINANCE INC. ,
as Lender

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MEZZANINE B LOAN AGREEMENT

THIS MEZZANINE B LOAN AGREEMENT , dated as of October 5, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between LEHMAN BROTHERS HOLDINGS INC. , a Delaware corporation, having an address at 399 Park Avenue, New York, New York 10022 (“ Lehman ”), BANK OF AMERICA, N.A. , a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (“ BofA ”) and BARCLAYS CAPITAL REAL ESTATE FINANCE INC. , a Delaware corporation, having an address at 200 Park Avenue, New York, New York 10166 (“ Barclays ”; together with Lehman and BofA, individually and collectively, as the context may require, “ Lender ”), and THE ENTITIES IDENTIFIED IN EXHIBIT A ANNEXED HERETO , each having its principal place of business at c/o Archstone-Smith Operating Trust, 9200 E. Panorama Circle, Suite 400, Englewood, Colorado 80112 (each of such entities being referred to, individually, as a “ Borrower Entity ”, and all of such entities being referred to, collectively, as the “ Borrower Entities ” or “ Borrower ”).

W I T N E S S E T H:

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined);

NOW, THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I.               DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1              Definitions.

For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Accounts” shall mean, collectively, the escrow or reserve accounts established under the Mortgage Loan Documents or hereunder if required by the terms and provisions of Article VII hereof.

“Act” shall have the meaning set forth in Section 4.1.35(d) hereof.

“Actual Knowledge” shall mean (and shall be limited to), with respect to Borrower or Principal as of any relevant date, the actual (as distinguished from implied, imputed or constructive) knowledge of Caroline Brower, Chaz Mueller and Tom Reif as of such date, without such individuals having made, or having any obligation to make, an independent inquiry or investigation with respect to the matter in question.

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“Additional Guarantor” shall mean any entity that enters into a confirmation and joinder agreement as provided in the Guaranty and, with regard to any concurrent transfer, such transfer shall not cause a reduction of the direct or indirect interests in the Guarantors held by the Lehman Entities and/or the Tishman Speyer Control Persons below 9.7% in the aggregate.

“Affiliate” shall mean, 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 or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include Guarantor unless otherwise specified or if the context may otherwise require.

“Affiliate Agreements” shall have the meaning set forth in Section 5.2.9(b) hereof.

“Affiliated Manager” shall mean any property manager which is an Affiliate of, or in which Borrower, Mortgage Borrower, Mezzanine A Borrower, Mezzanine A Principal, Principal or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“Agent” shall have the meaning set forth in Section 9.7.2(d) hereof.

“Agreement Regarding Management Agreement” shall mean an agreement regarding the management agreement which subordinates the terms, conditions and fees due under the Management Agreement to the terms and conditions of the Loan Documents, executed by and between Lender, Borrower and Manager, and which is reasonably acceptable to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Allocated Loan Amount” shall mean, for any Individual Property, the amount set forth opposite the name of such Individual Property on Exhibit C attached hereto.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall have the meaning set forth in Section 5.1.20 hereof.

“Applicable Interest Rate” shall mean an interest rate equal to           % per annum.

“Applicable Laws” shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders.

“Appraisal” shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the applicable Individual Property is located, who meets the requirements of FIRREA and USPAP and who is otherwise reasonably satisfactory to Lender.

“Approval Period” shall have the meaning set forth in Section 5.1.17(a) hereof.

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“ASOT” shall mean Archstone-Smith Operating Trust, a Maryland real estate investment trust.

“Assignment and Assumption” shall have the meaning set forth in Section 9.7.2 hereof.

“Assumption Agreement” shall have the meaning set forth in Section 5.2.11(a)(iii) hereof.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation.

“Bank Loan” shall mean those certain extensions of credit made by the Bank Loan Lenders to Bank Loan Borrower pursuant to the Bank Loan Credit Agreement.

“Bank Loan Agent” shall mean Lehman Commercial Paper, Inc., as Administrative Agent for the Bank Loan Lenders, together with its successors and assigns.

“Bank Loan Borrower” shall have the meaning ascribed to the term “Borrower” in the Bank Loan Credit Agreement.

“Bank Loan Credit Agreement” shall mean that certain Credit Agreement, dated as of the date hereof, between Bank Loan Borrower, the Bank Loan Lenders, the Bank Loan Agent and the other parties set forth therein, as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Bank Loan Documents” shall mean, collectively, the “Loan Documents” as defined in the Bank Loan Credit Agreement.

“Bank Loan Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, between and among Lender, Mezzanine A Lender, Mortgage Lender and Bank Loan Lender.

“Bank Loan Lenders” shall mean, collectively, the “Lenders” as defined in the Bank Loan Credit Agreement.

“Bankruptcy Code” shall mean Title 11 U.S.C. § 101, et seq., and the regulations adopted and promulgated pursuant thereto (as the same may be amended from time to time), or any successor thereto.

“Basic Carrying Costs” shall mean, with respect to any Individual Property, for any Fiscal Year or other payment period, the sum of the following costs associated with such Individual Property for such Fiscal Year or payment period: (i) Taxes and (ii) Insurance Premiums.

“Borrower” shall mean, collectively, the entities identified in Exhibit A annexed hereto, together with their respective successors and assigns.

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“Borrower Entity” shall mean each of the entities identified in Exhibit A annexed hereto, together with their respective successors and assigns.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Business Party” shall have the meaning set forth in Section 4.1.35(b) hereof.

“Capital Expenditures” shall mean, for any period, the amount expended during such period with respect to the Properties for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“Cash” shall mean coin or currency of the United States of America or immediately available federal funds, including such funds delivered by wire transfer.

“Casualty” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to any Individual Property or any part thereof.

“Closing Date” shall mean October 5, 2007, the date of the funding of the Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, and any successor statutes thereto, and all applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender” shall have the meaning set forth in Section 9.7.2 hereof.

“Co-Lending Agreement” shall mean the co-lending agreement entered into between Lender, individually as a Co-Lender and as Agent and the other Co-Lenders in the event of a Syndication, as the same may be further supplemented modified, amended or restated.

“Collateral” shall mean (i) the Collateral as defined in the Pledge Agreement and (ii) all other collateral for the Loan granted in the Loan Documents.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Condemnation Proceeds” shall mean the net amount of any Award, after deduction of the reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same.

“control” (and the correlative terms “controlled by” and “controlling”) shall mean, with respect to any entity, the possession, directly or indirectly, of the power to

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direct or cause the direction of management and policies of the business and affairs of such entity by reason of the ownership of beneficial interests, by contract or otherwise.

“Creditors Rights Laws” shall mean, with respect to any Person, any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note, together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Pledge Agreement or any other Loan Document.

“Debt Service” shall mean, with respect to any period, interest payments and/or principal and interest payments due under the Note for such period.

“Debt Service Shortfall” means as of any Payment Date, the amount, if any, by which the Debt Service due on such Payment Date in respect of any applicable interest accrual period exceeds Net Cash Flow for the same period.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would constitute an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate, and (b) four percent (4%) above the Applicable Interest Rate.

“Determination Date” shall mean the first Payment Date in each January, April, July, and October, during the term of the Loan.

“Disclosure Document” shall have the meaning set forth in Section 9.2 hereof.

“Disclosed Litigation” shall have the meaning set forth in Section 4.1.4 hereof.

“Distributions” shall have the meaning set forth in Section 5.2.13 hereof.

“Eligible Account” shall mean an identifiable account separate from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or State chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or State chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a State chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R.§9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and State authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

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“Eligible Institution” shall mean a depository institution or trust company, insured by the Federal Deposit Insurance Corporation, (a) the short term unsecured debt obligations or commercial paper of which are rated at least A-1+ by S&P, P-1 by Moody’s and F-1+ by Fitch in the case of accounts in which funds are held for thirty (30) days or less, or (b) the long term unsecured debt obligations of which are rated at least “AA-” by Fitch and S&P and “Aa3” by Moody’s in the case of accounts in which funds are held for more than thirty (30) days.

“Embargoed Person” shall have the meaning set forth in Section 4.1.44 hereof.

“Environmental Indemnity” shall mean that certain Mezzanine B Environmental Indemnity Agreement executed by Borrower for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Environmental Law” shall mean any federal, State and local laws, statutes, ordinances, rules, regulations, standards, policies and other government directives or requirements, as well as common law, that, at any time, apply to Borrower or any Individual Property and relate to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act.

“Environmental Liens” shall have the meaning set forth in Section 5.1.19(a) hereof.

“Environmental Report” shall have the meaning set forth in Section 4.1.39 hereof.

“Equipment” shall have the meaning set forth in Section 5.2.10(a) hereof.

“Equipment Lease Agreements” shall have the meaning set forth in Section 5.2.10(a) hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and as the same may hereafter be further amended from time to time.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Exchange Act” shall have the meaning set forth in Section 9.2 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 9.2 hereof.

“Excluded Taxes” shall mean (i) any U.S. Taxes imposed solely by reason of the failure by such Person (or, if such Person is not the beneficial owner of the Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such Person (or beneficial owner, as the case may be) if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes; (ii) with respect to any Person who is a fiduciary or partnership or other than the sole beneficial

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owner of such payment, any U.S. Tax imposed with respect to payments made under the Note to a fiduciary or partnership to the extent that the beneficial owner or member of the partnership would not have been entitled to the additional amounts if such beneficial owner or member of the partnership had been the holder of the Note; or (iii) any taxes on profits, branch profits, franchise taxes and taxes imposed on or measured by all or part of gross or net income of the recipient of such payment by the jurisdiction under the laws of which the recipient is organized, in which it is a citizen, resident or domiciliary, or, in each case, any political subdivision of any thereof.

“Exculpated Party” shall have the meaning set forth in Section 9.4(a) hereof.

“Executive Order” shall have the meaning ascribed to such term in the definition of Prohibited Person.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and as the same may hereafter be further amended from time to time.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Foreign Taxes” shall mean any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any foreign Governmental Authority.

“GAAP” shall mean generally accepted accounting principles in the United States of America.

“Governmental Authority” shall mean any court, board, agency, commission, office, central bank or other authority of any nature whatsoever for any governmental unit (federal, State, county, district, municipal, city, country or otherwise) or quasi-governmental unit whether now or hereafter in existence.

“Gross Income from Operations” shall mean the gross cash receipts derived from the ownership and operation of the Properties, from whatever source, including, but not limited to, the Rents, utility charges, escalations, forfeited security deposits (but only to the extent applied to rent payable under the applicable Lease, as and when payable), interest on credit accounts, service fees or charges, license fees, parking fees, rent concessions or credits, other required pass-throughs and interest on the Reserve Funds (if and to the extent such interest is actually disbursed to Borrower, Mezzanine A Borrower or Mortgage Borrower), but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Mortgage Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Insurance Proceeds (other than business interruption or other loss of income insurance), Awards, unforfeited security deposits, utility and other similar deposits and any disbursements to Borrower, Mezzanine A Borrower or Mortgage Borrower from the Mortgage Loan

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Reserve Funds and any extraordinary non-recurring items of income. Gross income shall not be diminished as a result of the Security Instruments or the creation of any intervening estate or interest in an Individual Property or any part thereof.

“Guarantor” shall mean, individually and collectively, as the context may require, ASOT, Multifamily Guarantor, Multifamily Parallel Guarantor, Multifamily Parallel Guarantor I and Multifamily Parallel Guarantor II and any Additional Guarantor.

“Guaranty” shall mean that certain Mezzanine B Guaranty of Recourse Obligations of Borrower, dated as of the date hereof, from Guarantor to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Hazardous Materials” shall mean petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (“PCBs”) and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; toxic mold; any substance the presence of which on any Individual Property is prohibited by any federal, State or local authority; any substance that requires special handling; and any other material or substance now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of any Environmental Law.

“Improvements” shall mean the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on or which constitute a part of the applicable Individual Property.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13(b) hereof.

“Indemnified Parties” shall mean Lender, the Servicer, any Person in whose name the security interest created by the Pledge Agreement is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan, the holders of any Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties, as well as the respective directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, Affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to (a) any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan or the Properties, whether during the term of the Loan or as a part of or following a foreclosure of the Loan, and (b) successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).

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“Independent Director” shall have the meaning set forth in Section 4.1.35(b) hereof.

“Individual Property” shall mean each parcel of real property, the Improvements thereon and all Personal Property owned by the applicable Mortgage Borrower Entity and encumbered by a Security Instrument, together with all rights pertaining to such Property and Improvements, as more particularly described in the granting clause of the Security Instrument and referred to therein as the “Mortgaged Property”.

“Information” shall have the meaning set forth in Section 9.7.3(b) hereof.

“Insolvency Opinion” shall mean that certain bankruptcy non-consolidation opinion letter delivered by counsel for Borrower.

“Institutional Investor” shall mean, in connection with any proposed Transfer, any one of the following entities:  (a) a pension fund, pension trust or pension account that has total assets of at least $200,000,000, exclusive of its interest in Borrower, that are managed by an entity that controls or manages at least $400,000,000 of real estate equity assets, exclusive of equity interests in Borrower; (b) a pension fund advisor that controls or manages at least $400,000,000 of real estate equity assets, exclusive of equity interests in Borrower, immediately prior to such Transfer; (c) an insurance company that is subject to supervision by the insurance commission, or a similar official or agency, of a state or territory of the United States (including the District of Columbia), which has a net worth, as of a date no more than six (6) months prior to the date of such Transfer, of at least $400,000,000 and controls real estate equity assets of at least $400,000,000 immediately prior to such Transfer; (d) a corporation organized under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) that has a combined capital and surplus of at least $200,000,000; (e) any entity (x) with a long-term unsecured debt rating from the Rating Agencies of at least Investment Grade or (y) (1) that owns or operates, together with its affiliates, ten (10) or more first class luxury residential apartment buildings totaling at least 2500 residential units, (2) that has a net worth as of a date no more than six (6) months prior to the date of such Transfer of at least $200,000,000 and (3) that controls real estate equity assets of at least $400,000,000 immediately prior to such Transfer; (f) a limited partnership, limited liability company or similar entity that shall have been organized for the purpose of facilitating investment in one or more U.S. real estate opportunities, provided such entity shall be sponsored, organized and/or controlled by one or more experienced and reputable syndicators, investment advisors and/or financial institutions and shall have received contributions or binding commitments for contributions of not less than $20,000,000 of investment capital; (g) any entity controlled by one or more entities each of which qualifies under at least one of clauses (a) through (f) above; (h) any individual, a citizen of and domiciled in the United States, having a net worth of at least $100,000,000 and satisfying Lender’s then-current criteria with respect to business character and experience, as reasonably determined by Lender, and free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the debtor or any criminal charges or proceedings and shall not be, at the time of such Transfer or in

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the past, a litigant, plaintiff or defendant in any suit brought against or by Lender; or (i) a trust for the benefit of one or more individuals satisfying the criteria of clause (h) above.

“Insurance Premiums” shall mean the premiums due under the Policies.

“Insurance Proceeds” shall mean the net amount of all insurance proceeds after deduction of the reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same.

“Intercreditor Agreements” shall have the meaning set forth in Section 9.14 hereof.

“Interest Shortfall” shall have the meaning set forth in Section 2.3.1 hereof.

“Investment Grade” shall mean a rating of “BBB-” or its equivalent by the Rating Agencies.

“Investor” shall mean any purchaser, transferee, assignee, participant, Co-Lender or investor in all or any portion of the Loan or any Securities.

“Lease Term Sheet” shall have the meaning set forth in Section 5.1.17(a) hereof.

“Lease Termination Payments” shall mean all payments made to Mortgage Borrower in connection with the termination, cancellation, surrender, sale or other disposition of any Lease.

“Leases” shall have the meaning set forth in the Mortgage Loan Agreement.

“Legal Requirements” shall mean all federal, State, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Collateral, the Mezzanine A Collateral, Borrower, Mortgage Borrower, Mezzanine A Borrower, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity or any Individual Property or any part thereof, or the zoning, construction, use, alteration, occupancy or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or as to which Borrower has Actual Knowledge, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any such covenants, agreements, restrictions and encumbrances which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any material way limit the use and enjoyment thereof.

“Lehman Entities” shall mean, collectively, Lehman Brothers Holdings Inc., a Delaware corporation, and any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with Lehman Brothers Holdings Inc., a Delaware corporation.

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“Lender” shall mean Lehman Brothers Holdings Inc., a Delaware corporation, Bank of America, N.A., a national banking association and Barclays Capital Real Estate Finance Inc., a Delaware corporation, together with their respective successors and assigns.

“Lender’s Approval Extension Period” shall have the meaning set forth in Section 5.1.17(a) hereof.

“Letter of Credit” shall mean a clean, irrevocable, unconditional, transferable letter of credit payable on sight draft only, with an initial expiration date of not less than one (1) year and with automatic renewals for one (1) year periods (unless the obligation being secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior to the initial expiry date of such letter of credit), for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by (x) the Collateral or any other property pledged to secure the Note (y) the Mezzanine A Collateral or any other property pledged to secure the Mezzanine A Note or (z) the Property or any other property that secures the Mortgage Loan, in favor of Lender and entitling Lender to draw thereon in New York, New York or in such other city as Lender may reasonably determine, issued by Bank of America, N.A., JPMorgan Chase Bank or another domestic bank or the U.S. agency or branch of a foreign bank, provided such other bank (A) has a long-term unsecured debt rating at the time such letter of credit is delivered and throughout the term of such letter of credit, of not less than “AA-” or “Aa3”, as applicable, as assigned by the Rating Agencies or (B) if a Securitization has occurred, has a long-term debt rating that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, the then current ratings assigned in connection with such Securitization.

“Licenses” shall have the meaning set forth in Section 4.1.21 hereof.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Collateral, the Mezzanine A Collateral, Borrower, Mortgage Borrower, Mezzanine A Borrower, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity or any Individual Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Liquidation Event” shall have the meaning set forth in Section 2.3.2(a) hereof.

“LLC Agreement” shall have the meaning set forth in Section 4.1.35(d) hereof.

“Loan” shall mean the loan in the original principal amount of THIRTY-FOUR MILLION FIVE HUNDRED NINETY-FOUR THOUSAND NINE HUNDRED FIFTY-

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ONE AND 49/100 DOLLARS ($34,594,951.49) made by Lender to Borrower pursuant to this Agreement and the other Loan Documents, as the same may hereafter be amended or split pursuant to the terms hereof.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Pledge Agreement the Environmental Indemnity, the Guaranty and all other documents executed and/or delivered in connection with the Loan.

“Loan Party” shall mean, individually and collectively, as the context requires, each Mortgage Borrower Entity, each Mortgage Principal, each Mezzanine A Borrower Entity, each Mezzanine A Principal, each Borrower Entity and each Principal. `

“Loan to Value Ratio” shall mean, as of the date of its calculation, the ratio of (i) the sum of the respective outstanding principal amounts of the Loan, the Mezzanine A Loan and the Mortgage Loan as of the date of such calculation to (ii) the aggregate appraised value of the Properties (according to an Appraisal prepared not earlier than one (1) year prior to such date of calculation).

“Losses” shall mean any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement of whatever kind or nature (including, but not limited to, reasonable out-of-pocket attorneys’ fees and other costs of defense).

“LP Act” shall have the meaning set forth in Section 4.1.35(e) hereof.

“LP Agreement” shall have the meaning set forth in Section 4.1.35(e) hereof.

“Major Lease” shall mean (i) any Lease relating to commercial space which, individually or together with all other Leases to the same tenant and to all Affiliates of such tenant covers more than 5,000 rentable square feet at any Individual Property, in the aggregate, (ii) any Lease relating to residential space which, individually or together with all other Leases to the same tenant and to all Affiliates of such tenant covers more than ten percent (10%) of the total number of residential units at any Individual Property, (iii) any Lease for the operation of any parking garage or facility, or (iv) any Lease which is with an Affiliate of Borrower.

“Management Agreement” shall mean, with respect to any Individual Property, a management agreement between the applicable Mortgage Borrower Entity and a Qualified Manager, pursuant to which such Qualified Manager is to provide management, leasing and other services with respect to such Individual Property, which management agreement shall be reasonably acceptable to Lender in form and substance; provided, however, if such management agreement shall be entered into after a Securitization, then Lender, at its option, may condition its approval upon receiving confirmation from the applicable Rating Agencies that such management agreement will not result in a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof. Concurrently with the execution and delivery of any

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Management Agreement with a Qualified Manager, Lender shall be provided, at Borrower’s expense, with an Agreement Regarding Management Agreement.

“Manager” shall mean a Qualified Manager who is managing an Individual Property in accordance with the terms and conditions of this Agreement.

“Material Adverse Effect” shall mean a material adverse effect on (i) any Individual Property, (ii) the Collateral, (iii) the Mezzanine A Collateral, (iv) any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, (v) any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity, (vi) the business, profits, prospects, management, operations or condition (financial or otherwise) of Borrower, Mortgage Borrower, Mezzanine A Borrower, Guarantor, any Principal, the Collateral, the Mezzanine A Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity or any Individual Property, (vii) the enforceability, validity, perfection or priority of the lien of this Agreement, the Note, the Pledge Agreement or the other Loan Documents, or (viii) the ability of Borrower to perform its obligations under this Agreement, the Note, the Pledge Agreement or the other Loan Documents.

“Material Agreement” means all agreements, other than the Management Agreement and the Leases, entered into by any Loan Party affecting or relating to the Property, the Collateral, the Mezzanine A Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity or any other direct or indirect ownership interest of a Loan Party in the Mortgage Borrower, Mezzanine A Borrower or Borrower requiring the payment of more than $1,000,000, individually, in payments or liability in any annual period and which is not cancelable without penalty or premium on no more than thirty (30) days notice.

“Material Alteration” shall have the meaning set forth in Section 5.1.20 hereof.

“Material Alteration Security” shall have the meaning set forth in Section 5.1.20 hereof.

“Maturity Date” shall mean November 1, 2017, or such other date on which the final payment of the principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such State or States whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Member” shall have the meaning set forth in Section 4.1.35(d) hereof.

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“Mezzanine A Borrower” shall have the meaning ascribed to the term “Borrower” in the Mezzanine A Loan Agreement.

“Mezzanine A Borrower Entity” shall have the meaning ascribed to the term “Borrower Entity” in the Mezzanine A Loan Agreement.

“Mezzanine A Collateral” shall have the meaning ascribed to the term “Collateral” set forth in the Mezzanine A Loan Agreement.

“Mezzanine A Debt Service” shall mean, with respect to any period, interest payments due and payable under the Mezzanine A Note for such period.

“Mezzanine A Lender” shall mean Lehman Brothers Holdings Inc., a Delaware corporation, Bank of America, N.A., a national banking association and Barclays Capital Real Estate Finance Inc., a Delaware corporation, together with their respective successors and assigns.

“Mezzanine A Loan” shall mean that certain loan in the original principal amount of $12,125,000.00 made by Mezzanine A Lender to Mezzanine A Borrower on the date hereof pursuant to the Mezzanine A Loan Agreement, as the same may be amended or split pursuant to the terms of the Mezzanine A Loan Documents.

“Mezzanine A Loan Agreement” shall mean that certain Mezzanine A Loan Agreement, dated as of the date hereof, between Mezzanine A Borrower and Mezzanine A Lender, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Mezzanine A Loan Documents” shall mean, collectively, all documents or instruments evidencing, securing or guaranteeing the Mezzanine A Loan, including, without limitation, the Mezzanine A Loan Agreement and the Mezzanine A Note.

“Mezzanine A Loan Event of Default” shall have the meaning ascribed to the term “Event of Default” in the Mezzanine A Loan Agreement.

“Mezzanine A Note” shall mean that certain Mezzanine A Promissory Note, dated as of the date hereof, given by Mezzanine A Borrower to Mezzanine A Lender in the maximum principal amount of $12,125,000.00, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Mezzanine A Principal” shall have the meaning ascribed to the term “Principal” in the Mezzanine A Loan Agreement.

“Mezzanine Loan Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, between and among Lender, Mezzanine A Lender and Mortgage Lender.

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“Monthly Debt Service Payment Amount” shall mean the amount of principal and interest due and payable on each Payment Date pursuant to the Note and Section 2.2 hereof.

“Mortgage Borrower” shall have the meaning ascribed to the term “Borrower” and “IDOT Guarantor” in the Mortgage Loan Agreement.

“Mortgage Borrower Entity” shall have the meaning ascribed to the term “Borrower” and “IDOT Guarantor” in the Mortgage Loan Agreement.