CROSS-COLLATERALIZATION AGREEMENT AND AMENDMENT TO SECURITY INSTRUMENT

Exhibit 10.5

Prepared by, and after recording return to:

Thacher Proffitt & Wood LLP
Two World Financial Center
New York, New York 10281
Attention: Mitchell G. Williams, Esq.

Freddie Mac Loan No. 487810724

CROSS-COLLATERALIZATION AGREEMENT AND
AMENDMENT TO SECURITY INSTRUMENT (Revision Date 5-18-2007)

THIS CROSS-COLLATERALIZATION AGREEMENT (this “Agreement” ) is made as of October 5, 2007 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 Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 ( “BofA” ) and BARCLAYS CAPITAL REAL ESTATE 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 ASN PARK ESSEX LLC, a Delaware limited liability ( “Borrower” ).

RECITALS

Lender has made a loan to Borrower in the original principal amount of $152,926,000.00 (the “Loan” ). The Loan is secured by a Multifamily Mortgage, Assignment of Rents And Security Agreement recorded among the Land Records of County, immediately prior to the recording of this Agreement (the “Instrument” ) upon real property identified in Exhibit A hereto and other property included within the definition of “Mortgaged Property” in the Instrument and constituting or related to a residential multifamily apartment project known as Archstone Boston Common.

A.                                     Simultaneously with the making of the Loan, Lender is making other mortgage loans (collectively, the “Related Loans” ) to Borrower and/or affiliates of Borrower, secured by Multifamily Mortgages, Deeds of Trust or Deeds to Secure Debt (each a “Related Instrument” and collectively, the “Related Instruments” ) upon other residential multifamily apartment projects (collectively, the “Related Properties” ), all as more fully set forth in the following table:

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B.                                     Borrower acknowledges that a condition of Lender making the Loan and the Related Loans is that the Mortgaged Property serve as collateral for each of the Related Loans and that each of the Related Properties serve as collateral for the Loan. Borrower is executing this Agreement to satisfy such condition. Borrower further acknowledges that the benefits derived by Borrower from this Agreement and from those certain Cross-Collateralization Agreements entered into or to be entered into in connection with the Related Loans are equivalent to the burdens imposed upon Borrower and the Mortgaged Property by this Agreement, notwithstanding that the Loan and the Related Loans may be of differing amounts.

1.                                       Definitions.  For purposes of this Agreement, the following terms shall have the meanings indicated:

“Event of Default” shall have the meaning set forth in Section 4.

“Foreclosure” means a judicial or non-judicial foreclosure of or trustee’s sale under the Instrument or a Related Instrument, a deed in lieu of such foreclosure or sale, a sale of any of the Total Property pursuant to lawful order of a court of competent jurisdiction in a bankruptcy case filed under Title 11 of the United States Code, or any other similar disposition of any of the Total Property.

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“Fraudulent Transfer Laws” means Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law, including any provisions of the Uniform Fraudulent Conveyance Act or Uniform Fraudulent Transfer Act, as adopted under state law.

“Hedge Assignment” means that certain Agreement to Hedge Interest Rates, Interest Rate Hedge Assignment and Security Agreement entered into by and between Borrower, Archstone-Smith Operating Trust, and Lender on the date hereof.

“Indebtedness” means the “Indebtedness” as defined in the Instrument, exclusive of any sums payable by Borrower solely by reason of this Agreement.

“Loans” means the Loan and the Related Loans.

“Related Borrowers” means the original borrower under each of the Related Loans (which original borrower may be the Borrower named in this Agreement), and any successor to the interest of each such borrower in any of the Related Properties who acquires such Related Property subject to, or who assumes the obligations under, a Related Instrument.

“Related Indebtedness” means the aggregate of the “Indebtedness” as defined in each of the Related Instruments.

“Related Loan Documents” means the “Loan Documents” as defined in each of the Related Instruments.

“Related Properties” means the properties described in the table in Recital B, and any property substituted for any such property (or for a previously substituted property) pursuant to a Related Instrument.

“Total Indebtedness” means the aggregate of the Indebtedness plus the Related Indebtedness.

“Total Loan Documents” means the “Loan Documents” as defined in the Instrument and the Related Loan Documents This Agreement is among the Loan Documents as defined in the Instrument, and the Cross-Collateralization Agreements entered into in connection with the Related Loans are among the Related Loan Documents. The Hedge Assignment is also deemed to be a Loan Document.

“Total Property” means the aggregate of the Mortgaged Property and the “Mortgaged Property” described in each of the Related Instruments. Borrower acknowledges that the Instrument and the Related Instruments allow for the substitution of other multifamily rental apartment projects for the mortgaged properties described therein. The terms “Mortgaged Property” and “Related Properties” as applicable, and the term “Total Property”, are intended to include all such “Substituted Properties” in place of the applicable properties which they replaced; and the terms “Instrument” and “Loan Documents” and “Related Instruments” and “Related Loan Documents”, as applicable, and the term “Total Loan Documents”, are intended to include all new and modified loan documents executed or delivered by Borrower or a Related Borrower in connection with a Substituted Property. Borrower shall modify this Agreement as reasonably required by Lender upon notice from Lender of the existence of a Substituted Property.

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Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Instrument.

2.                                       Assumption and Integration of Related Indebtedness. Obligations Absolute. Borrower hereby acknowledges and agrees with Lender that:

(a)                                   Borrower shall pay not only the Indebtedness in accordance with the terms of the Loan Documents, but all of the Related Indebtedness in accordance with the terms of the Related Loan Documents. Borrower and the Related Borrowers are jointly and severally liable for the payment of the Total Indebtedness. Lender at its option may treat the Loan and each of the Related Loans as separate and independent obligations of Borrower, or may treat some or all of the Loans, and all or any part of the Total Indebtedness, as a single, integrated indebtedness of Borrower.

(b)                                  No invalidity, irregularity or unenforceability of all or any part of the Related Indebtedness shall affect, impair or be a defense to the recovery by Lender of the Indebtedness.

(c)                                   It is the intention of Lender and Borrower that Borrower’s obligations to pay the Related Indebtedness shall be independent, primary, and absolute, and shall be performed without demand by Lender and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any of the Related Loan Documents, and without regard to any circumstance, other than payment in full of the Related Indebtedness, which might otherwise constitute a legal or equitable discharge of a borrower, a mortgagor, a surety, or a guarantor. Borrower waives, to the fullest extent permitted by law, all rights to require Lender to proceed against any Related Borrower or against any guarantor of any of the Total Indebtedness or to pursue any other right or remedy Lender may now or hereafter have against any Related Borrower or any collateral for any of the Total Indebtedness.

3.                                       Amendment of Instrument to Grant Additional Security. To the extent that the Instrument does not already secure the Related Indebtedness, the Instrument is hereby amended to provide that the Instrument secures the obligation of Borrower and the Related Borrowers to pay the Related Indebtedness as well as the obligation of Borrower and the Related Borrowers to pay the Indebtedness. Borrower hereby irrevocably mortgages, grants, conveys and assigns to Lender the Mortgaged Property, to secure to Lender payment of the Related Indebtedness and performance of the covenants and agreements contained in the Related Loan Documents, as well as to secure to Lender payment of the Indebtedness and performance of the covenants and agreements contained in the Loan Documents.

4.                                       Events of Default. Each of the following events shall constitute an “Event of Default” under this Agreement:

(a)                                   a default or breach by Borrower of any provision of this Agreement, which default or breach is not cured within 30 days after Borrower’s receipt of notice from Lender identifying such default or breach; provided, however, that if (i) such default or breach is of a nature that it cannot be cured within such 30-day period, (ii) such default or breach will not result in a Material Adverse Effect, and (iii) corrective action is instituted by Borrower within such 30-day period and is thereafter pursued diligently and in good faith, then such default or breach shall

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not constitute an Event of Default unless such failure is not cured by Borrower within ninety (90) days after Borrower’s receipt of notice from Lender identifying such default or breach;

(b)                                  any event of default under the Hedge Assignment; and

(c)                                   any event or condition constituting an “Event of Default” under any of the Total Loan Documents.

5.                                       Amendment of Instrument to Provide for Cross-Default. The Instrument is hereby amended to provide that any Event of Default under this Agreement shall constitute an Event of Default under the Instrument

6.                                       Remedies.

(a)                                   Upon the occurrence and during the continuance of an Event of Default, Lender, in its sole and absolute discretion, may exercise any or some or all of the following remedies, in such order and at such time or times as Lender shall elect:

(i)                                      declare immediately due and payable the entire Total Indebtedness or any portion thereof; and

(ii)                                   exercise any or some or all of Lender’s rights and remedies under this Agreement, any of the Total Loan Documents, or applicable law.

(b)                                  Lender may exercise such remedies in one or more proceedings, whether contemporaneous or consecutive or a combination of both, to be determined by Lender in its sole discretion. Lender may enforce its rights against the Mortgaged Property or the Total Property, or any portions of the Mortgaged Property or the Total Property, in such order and manner as Lender may elect in Lender’s sole discretion. The enforcement of the Instrument or any Related Instrument or any other of the Total Loan Documents shall not constitute an election of remedies, and shall not limit or preclude the enforcement of the Instrument or any other Related Instrument or any other of the Total Loan Documents, through one or more additional proceedings. Lender may bring any action or proceeding, including but not limited to foreclosure proceedings, without regard to the fact that one or more other proceedings may have been commenced elsewhere with respect to other of the Total Property or any portion thereof. Borrower, for itself and for any and all persons or entities now or in the future holding or claiming any lien on, security interest in, or other interest or right of any nature in or to any of the Mortgaged Property, hereby unconditionally and irrevocably waives any rights Borrower may have, now or in the future, whether at law or in equity, to require Lender to enforce or exercise any of Lender’s rights or remedies under this Agreement, under the Instrument, or under any other of the Total Loan Document in any particular manner or order or in any particular state or county, or to apply the proceeds of any foreclosure in any particular manner or order.

(c)                                   No judgment obtained by Lender in any proceeding enforcing any of the Total Loan Documents shall merge any of the Total Indebtedness into that judgment, and all Total Indebtedness which remains unpaid shall remain a continuing obligation of Borrower.

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Notwithstanding any foreclosure of the Instrument or any of the Related Instruments, Borrower shall remain bound under this Agreement.

7.                                       Application of Proceeds. Proceeds of the enforcement or foreclosure of the Instrument or any Related Instrument shall be applied first to the repayment of the Indebtedness. Any funds remaining after such application shall be applied to the payment of the Related Indebtedness (including prepayment premiums) in such order as Lender may determine in Lender’s sole discretion.

8.                                       Adjustment of Obligations. If Borrower’s incurring of the obligation to pay the Related Indebtedness provided for in Section 2 above, or the amendment of the Instrument provided for in Section 3 above, becomes subject to avoidance under any Fraudulent Transfer Law, then automatically, the Related Indebtedness for which Borrower will be liable and the amount of the Related Indebtedness for which the Mortgaged Property shall constitute security, shall be limited to the largest amount that would not be subject to avoidance under such Fraudulent Transfer Law.

9.                                       Borrower’s Rights of Subrogation, Etc. Until the Total Indebtedness has been paid in full and there has expired the maximum possible period thereafter during which any payment to Lender with respect to the Total Indebtedness could be deemed a preference under the United States Bankruptcy Code, Borrower shall have no right of, and hereby waives any claim for, subrogation, contribution, reimbursement or indemnity (whether contractual, statutory, equitable, under common law or otherwise) which Borrower has now or may have in the future against any of the Related Borrowers or any of the Related Properties or against any guarantor or security for any of the Total Indebtedness. Borrower understands that the exercise by Lender of certain rights and remedies contained in the Instrument or any one or more of the Related Instruments may affect or eliminate Borrower’s right of subrogation against a Related Borrower and that Borrower may therefore incur a partially or totally non-reimbursable liability under this Agreement. Nevertheless, Borrower hereby authorizes and empowers Lender, in Lender’s sole and absolute discretion, to exercise any right or remedy, or any combination thereof, which may then be available.

10.                                Subordination of Obligations to Borrower. Any indebtedness or other obligation of a Related Borrower held by Borrower shall be subordinate to the rights of Lender against that Related Borrower. If Lender so requests at a time when an Event of Default has occurred, Borrower shall enforce and collect any such indebtedness or other obligation as trustee for Lender and shall pay over to Lender any amount collected, on account of the Total Indebtedness.

11.                                Lender’s Rights. At any time and from time to time and without the consent of, or notice to, Borrower, without incurring liability to Borrower, and without impairing or releasing Borrower’s liability for the Related Indebtedness, Lender may:

(a)                                   change the manner, place or terms of payment, or change or extend the time of payment of, or renew, increase, accelerate or alter, any of the Related Indebtedness, any security for the Related Indebtedness, or any liability incurred directly or indirectly with respect to the Related Indebtedness;

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(b)                                   take and hold security for the payment of any of the Related Indebtedness, and sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property pledged or mortgaged to secure any of the Related Indebtedness;

(c)                                    exercise or refrain from exercising any rights against Borrower, any Related Borrower, the Mortgaged Property, or any Related Properties;

(d)                                   release or substitute any one or more endorsers, guarantors, or other obligors with respect to any of the Related Indebtedness;

(e)                                    settle or compromise any of the Related Indebtedness, or subordinate the payment of all or any part of the Related Indebtedness to the payment of any liability (whether due or not) of any Related Borrower to its creditors other than Lender; and

(f)                                      consent to or waive any breach by Borrower or any Related Borrower of; or any act, omission or default by Borrower or any Related Borrower under, this Agreement or any of the Total Loan Documents.

12.                                Waivers of Presentment, Marshalling, Certain Suretyship Defenses, etc.

(a)                                    With respect to its obligations under this Agreement and the Total Loan Documents, Borrower waives presentment, demand, notice of dishonor, protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment, notice of nonpayment, grace, and diligence in Collecting such obligations.

(b)                                Lender shall have the right to determine in its discretion whether and the order in which any or all of the Total Property or portions thereof shall be subjected to the remedies provided in the Total Loan Documents or applicable law. Lender shall have the right to determine in its discretion the order in which any or all portions of the Total Indebtedness arc satisfied from the proceeds realized upon the exercise of such remedies. Borrower and any party who now or in the future acquires a lien on or security interest or other interest in any of the Mortgaged Property hereby unconditionally and irrevocably waives any and all right to require the marshalling of assets or to require that any of the Total Property or portions thereof be sold in the inverse order of alienation or in parcels or as an entirety in connection with the exercise of any such remedies.

13.                                Limited-Recourse Liability.

(a)                                   Borrower’s personal liability (liability beyond Borrower’s interest in the Mortgaged Property) for the Related Indebtedness shall be limited to the same extent as the personal liability of the Related Borrowers is limited in the Related Loan Documents.

(b)                                  Notwithstanding anything to the contrary contained in this Agreement, the Note, the Mortgage or any other Loan Document, none of Borrower’s direct or indirect constituent partners, members or principals, or any shareholder, director, officer, agent, employee or trustee of Borrower or such constituent partners, members or principals, including, without limitation, Tishman Speyer Properties, L.P, and any shareholder, partner, member, principal, director,

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officer, agent, employee or trustee of Tishman Speyer Properties, L.P., its subsidiaries and affiliates (collectively, the “Exculpated Parties”), shall be personally liable for the payment of the Indebtedness or the performance of any of the obligations of Borrower hereunder or under the Note or any other Loan Document, or for any claim based thereon or in respect thereof, nor shall any claim be brought against any of the Exculpated Parties; provided, however, the foregoing shall not affect the obligations of any guarantor under any indemnity or guaranty executed (on or after the date hereof) in connection with the Loan.

14.                                Release Provisions.

(a)                                    Anything in the Instrument to the contrary notwithstanding, Lender shall release the Mortgaged Property from the Instrument and this Agreement and the lien created hereby only upon (i) payment in full of all of the Total Indebtedness, (ii) as set forth below in Section 14(b), or (iii) as set forth in Section 21(g) or Section 44 of the Instrument dealing with the delivery of a Letter of Credit

(b)                                   Lender will release the Mortgaged Property from the lien of this Agreement and the Instrument only as set forth in Section 14(a) or upon the satisfaction of all of the following conditions:

(i)                                    Lender has received from Borrower at least thirty (30) d