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Exhibit 10.2    
    


DOUGLAS EMMETT REALTY FUND 1996

BARRINGTON PLAZA NOTE  


AMENDED AND RESTATED

DISCOUNT MBS MULTIFAMILY NOTE  



	US $117,600,000.00	 	December 22, 2004





        FOR VALUE RECEIVED, the undersigned ("Borrower"), jointly and severally (if more than one)
promises to pay to the order of FANNIE MAE, a federally-chartered and stockholder-owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, 12 U.S.C. §1716 et seq., the principal sum of One Hundred Seventeen Million Six Hundred Thousand and 00/100 Dollars
(US$117,600,000.00), with interest on the unpaid principal balance at the rates applicable from time to time set forth in this Amended and Restated Discount MBS Multifamily
Note (the "Note"). 


        A
Discount MBS Multifamily Note (the "Original Note") in the original principal amount of $100,000,000.00, dated July 2, 2001, was
executed by Borrower in favor of Berkshire Mortgage Finance Limited Partnership, a Massachusetts limited partnership ("Berkshire"), and secured, inter
alia, by a Multifamily Deed of Trust, Assignment of Rents, Security Agreement, and Fixture Filing (as amended from time to time, the "Security
Instrument") dated as of July 2, 2001, made by Borrower for the benefit of Berkshire, recorded with the Office of the County Recorder of Los Angeles County, California
as Instrument No. 01-1145237, encumbering a certain multifamily property known as Barrington Plaza in Brentwood, Los Angeles County, California (the
"Property"). Borrower and Fannie Mae, the holder of the Original Note, desire to and hereby amend and restate the Original Note in its entirety to
reflect an increase in the note amount, an extension of the term and certain other modifications, as hereinafter set forth. 


        1.    Defined Terms.    As used in this Note, (i) the term
"Lender" means the holder of this Note, and (ii) the term "Indebtedness" means the principal of,
interest on, or any other amounts due at any time under, this Note, the Security Instrument or any other Loan Document, including prepayment premiums, late charges, default interest, and advances to
protect the security of the Security Instrument under Section 12 of the Security Instrument. Event of Default and other capitalized terms used but not defined in this Note shall have the
meanings given to such terms in the Security Instrument (as defined in Section 8). 



        2.    Address for Payment.    All payments due under this Note shall be payable at c/o Deutsche Bank Berkshire
Mortgage, Inc., One Beacon Street, 14th floor, Boston, Massachusetts 02108, or such other place as may be designated by written notice to Borrower from or on behalf of Lender. 


        3.    Discount Mortgage Backed Security.    The original stated principal amount of this Note shall be funded by the
issuance of a discount mortgage backed security in the face amount of this Note (the "DMBS"). The original stated principal amount of this Note shall be
equal to the sum of (i) the price (the "Price") of the initial DMBS and (ii) the discount (the
"Discount") of the initial DMBS. The Price is equal to the proceeds of the sale of the DMBS and the Discount is an amount equal to the difference
between (i) the face amount of the DMBS arid (ii) the Price of the DMBS. Except as provided in Section 4(a), the proceeds made available by Lender to Borrower shall equal the
Price of the DMBS. Except for the initial DMBS, which shall be issued for the period from January 3, 2005 to February 1, 2005, and subject to the last sentence of
Section 12(b)(1), each DMBS shall be issued for a three month period. Except for the initial DMBS, the issuance date for each DMBS shall be the first 


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day
of a month and the maturity date for each DMBS shall be the first day of the month following such three month period, For example, the maturity date for a DMBS issued on December 1 is
March 1. Provided, however, that Borrower may request the issuance of a DMBS with a maturity date shorter or longer than three months (but in no event shorter than one month or longer than nine
months) in accordance with the terms and conditions of said last sentence of Section 12(b)(l). 



        The
entire unpaid principal of the Note will be due and payable by the Borrower to the Lender on the maturity date of the outstanding DMBS unless the outstanding DMBS is renewed with a
new DMBS or converted to a fixed rate to take effect on the maturity date of the outstanding DMBS. 


        4.    Payment of Principal and Interest.    


        (a)   The
original proceeds in the amount of $100,000,000 under this Note were made available to Borrower on July 2, 2001, and the additional proceeds in the amount of
$17,600,000.00 under this Note were made available to Borrower on December 22, 2004 (the "Disbursement Date"). The issuance date of the initial
DMBS which shall include the original proceeds and the additional proceeds is January 3, 2005 (the "Settlement Date"), with the proceeds of the
initial DMBS to be disbursed on the Settlement Date. The Borrower shall pay interest on the additional proceeds disbursed on the Disbursement Date for the partial month period beginning on the
Disbursement Date and ending on and including the Settlement Date, at a rate per annum equal to an interest rate based upon the Lender's cost of borrowing funds; provided that such interest rate shall
not exceed the London Inter-Bank Offered Rate for one month U.S. Dollar-denominated deposits ("LIBOR") rate plus 125 basis points. 



        (b)   Borrower
shall pay, in immediately available funds, (1) on the Disbursement Date, an amount equal to the sum of (i) the Discount of the initial DMBS,
(ii) the estimated Discount on the next succeeding 3-month DMBS to be issued February 1, 2005, (iii) an amount equal to sixty (60) basis points (.60%) times the
outstanding principal amount divided by 12, and (iv) the amount of interest due pursuant to Section 4(a) above, and (2) thereafter, until the Maturity Date, consecutive monthly
payments on the first day of each month beginning February 1, 2005, in an amount equal to the sum of (i) one third (1/3) of the Discount calculated on the then outstanding
DMBS and (ii) an amount equal to sixty (60) basis points (.60%) times the outstanding principal amount divided by 12. Payments must be received by Lender not later than 5 p.m.
Pacific Time on the date due. Notwithstanding the foregoing provisions of Section 4(b)(i) above and provided that Borrower has made all payments required under Section 4(d) below,
Borrower shall not be obligated to make the monthly payment described in Section 4(b)(2)(i) during the last 3 months prior to the Maturity Date. 


        (c)   Not
less than 20 days prior to the maturity date of each DMBS, Lender shall notify Borrower (in the manner specified in the Security Instrument (defined below)
for giving notices) that the outstanding DMBS is scheduled to mature on its maturity date and offer Borrower the opportunity to have a new DMBS issued on such maturity date. If Borrower elects to have
the Indebtedness refinanced with a new DMBS, not less than three (3) Business Days prior to the maturity date of the maturing DMBS, Lender shall notify Borrower of the Discount on the new DMBS
to be issued by sending Borrower the Rate Confirmation Form attached hereto as Schedule D. Borrower shall execute and return Schedule D to the Lender not later than one
(1) Business Day prior to the issuance date of the new DMBS. For purposes of this Note, a "Business Day" means any day other than a Saturday,
Sunday or any other day on which Lender is not open for business. 


        (d)   If
the amount of the Discount for the new DMBS to be issued is greater than the Discount for the outstanding DMBS, then not less than two (2) Business Days prior
to the maturity date of the outstanding DMBS the Borrower shall pay to the Lender the aggregate amount of such difference. If the amount of the Discount for the new DMBS is less than the Discount for
the outstanding DMBS, the aggregate amount of such difference shall be credited against the regular monthly installment due on the first day of the month immediately following the issuance date of the
new DMBS. 


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        (e)   If
Borrower timely exercises its option to convert the interest rate on this Note to a fixed rate pursuant to the Amended and Restated Conversion Agreement, dated the
same day as this Note, between the Borrower and Lender (the "Conversion Agreement"), Borrower will execute the DMBS Multifamily Note Modification
Agreement (the form of which is attached to the Conversion Agreement as Exhibit A) to reflect the fixed rate established in accordance with the terms of the Conversion Agreement. 


        (f)    Any
remaining principal and all other amounts due under this Note or any of the Loan Documents, if not sooner paid, shall be due and payable on the Maturity Date.
Failure to pay such amounts on the Maturity Date shall result in the immediate imposition of the Default Rate (as defined in Section 10) on such unpaid amounts. 



        5.    Maturity Date:    January 1, 2012, or any earlier date on which the unpaid principal balance of this Note
becomes due and payable by acceleration or otherwise. 


        6.    Application of Payments.    If at any time Lender receives, from Borrower or otherwise, any amount applicable to
the Indebtedness which is less than all amounts due and payable at such time, Lender may apply that payment to amounts then due and payable in any manner and in any order determined by Lender, in
Lender's discretion. Borrower agrees that neither Lender's acceptance of a payment from Borrower in an amount that is less than all amounts then due and payable nor Lender's application of such
payment shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. 


        7.    Security.    The Indebtedness is secured, among other things, by a Consolidated, Amended and Restated
Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of the date of this Note (the "Security Instrument"), and
reference is made to the Security Instrument for other rights of Lender concerning the collateral for the Indebtedness. 



        8.    Acceleration.    If an Event of Default has occurred and is continuing, the entire unpaid principal balance, the
prepayment premium payable under Section 12, if any, and all other amounts payable
under this Note and any other Loan Document shall at once become due and payable, at the option of Lender, without any prior notice to Borrower. Lender may exercise this option to accelerate
regardless of any prior forbearance. 


        9.    Late Charge.    If any monthly amount payable under this Note or under the Security Instrument or any other Loan
Document is not received by Lender within 5 days after Lender has notified Borrower that such amount is due and has not been paid, Borrower shall pay to Lender, immediately and without demand
by Lender, a late charge equal to five percent of such amount; provided, however, that if the payment due on the Maturity Date is not received by Lender
on the date such payment is due, Borrower shall pay to Lender, immediately and without demand by Lender, a late charge equal to five percent of such amount. Borrower acknowledges that its failure to
make timely payments will cause Lender to incur additional expenses in servicing and processing the loan evidenced by this Note (the "Loan"), and that
it is extremely difficult and impractical to determine those additional expenses. Borrower agrees that the late charge payable pursuant to this Section represents a fair and reasonable estimate,
taking into account all circumstances existing on the date of this Note, of the additional expenses Lender will incur by reason of such late payment. The late charge is payable in addition to, and not
in lieu of, any interest payable at the Default Rate pursuant to Section 10. 


        10.    Default Rate.    So long as any monthly installment or any other payment due under this Note remains past due
for 30 days or more, or if any payment due on the Maturity Date is not paid on the Maturity Date, interest under this Note shall accrue on the unpaid principal balance from the earlier of the
due date of the first unpaid monthly installment or other payment due, as applicable, at a rate (the "Default Rate") equal to the lesser of
(i) the sum of the rate at which deposits in United States Dollars in amounts approximately equal to the outstanding principal amount and with three month maturities 


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are
offered in immediately available funds in the London Interbank Market by leading banks in the Eurodollar market as of 11:00 a.m. (London Time), as published daily by Telerate News Service
on Telerate page 3750, plus four hundred (400) basis points (4.00%) as determined by Lender and (ii) the maximum interest rate which may be collected from Borrower under applicable law.
If the Telerate News Service is no longer available, or is no longer posted through electronic transmission, Lender will choose a new service that provides comparable information and provide notice
thereof to Borrower. If the unpaid principal balance and all other payments required under this Note are not paid in full on the Maturity Date, the unpaid principal balance and all such other required
payments shall bear interest from the Maturity Date at the Default Rate. Borrower also acknowledges that its failure to make timely payments will cause Lender to incur additional expenses in servicing
and processing the Loan, that, during the time that any payment under this Note is delinquent, Lender will incur additional costs and expenses arising from its loss of the use of the money due and
from the adverse impact on Lender's ability to meet its other obligations and to take advantage of other investment opportunities, and that it is extremely difficult and impractical to determine those
additional costs and expenses. Borrower also acknowledges that, during the time that any payment due under this Note is delinquent, Lender's risk of nonpayment of this Note will be materially
increased and Lender is entitled to be compensated for such increased risk. Borrower agrees that the increase in the rate of interest payable under this Note to the Default Rate represents a fair and
reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional costs and expenses Lender will incur by reason of the Borrower's delinquent payment and
the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquent loan. 


        11.    Limits on Personal Liability.    



        (a)   Except
as otherwise provided in this Section 11, neither Borrower nor its members or non-member manager shall have any personal liability under this
Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and Lender's only
recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and any other
collateral held by Lender as security for the Indebtedness. 


        (b)   Borrower,
but not its members or non-member manager, or their respective partners, members, shareholders, directors, officers, employees, trustees,
beneficiaries, constituents, legal or personal representatives, successors or assigns, shall be personally liable to Lender for the repayment of a portion of the Indebtedness equal to any loss or
damage suffered by Lender as a result of (1) failure of Borrower to pay to Lender upon demand after an Event of Default, all Rents due after the earlier of (i) a declaration of default
or (ii) the occurrence of an Event of Default, to which Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower
from tenants then in residence; (2) failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument; (3) failure of Borrower to
comply with Section 14(d) or (e) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports; (4) fraud or written material
misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or
consent by Lender; or (5) failure to apply Rents, due after the earlier of (i) a declaration of default or (ii) an Event of Default, first, to the payment of reasonable operating
expenses (other than Property management fees that are not currently payable pursuant to the terms of an Assignment of Management Agreement or any other agreement with Lender executed in connection
with the Loan) and then to the Indebtedness payable under this Note, the Security Instrument or any other Loan Document (except that Borrower will not be personally liable (i) to the extent
that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii) with respect to Rents 


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that
are distributed in any calendar year if Borrower has paid all operating expenses and debt service amounts for that calendar year). 


        (c)   Borrower,
but not its members or non-member manager, or their respective partners, members, directors, officers, employees, trustees, beneficiaries,
constituents, legal or personal representatives, successors or assigns, shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the
following Events of Default: (1) Borrower's acquisition of any property or operation of any business not permitted by Section 33 of the Security Instrument; or (2) a Transfer that
is an Event of Default under Section 21(a) of the Security Instrument, unless consented to by Lender pursuant to Section 21(c) of the Security Instrument. 


        (d)   To
the extent that Borrower has personal liability under this Section 11, Lender may exercise its rights against Borrower personally without regard to whether
Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the
Security Instrument, any other Loan Document or applicable law. For purposes of this Section 11, the term "Mortgaged Property" shall not include
any funds that (1) have been applied by Borrower as required or permitted by the Security Instrument prior to the occurrence of an Event of Default, or (2) Borrower was unable to apply
as required or permitted by the Security Instrument because of a bankruptcy, receivership, or similar judicial proceeding. 


        12.    Voluntary and Involuntary Prepayments.    


        (a)   Borrower
may voluntarily prepay all (but not less than all) of the Indebtedness evidenced hereby. 


        (b)   A
prepayment premium shall be payable in connection with any prepayment made under this Note as provided below: 



        (1)   At
any time Borrower may voluntarily prepay all (but not less than all) of the unpaid principal balance of this Note on any DMBS maturity date if Borrower has given
Lender at least 30 days prior notice of its intention to make such prepayment. Such prepayment shall be made by paying (A) the amount of principal being prepaid, (B) all other
sums due Lender at the time of such prepayment, and (C) the prepayment premium calculated pursuant to Schedule A. For all purposes any prepayment received by Lender on any day other than
the maturity date of the then outstanding DMBS shall be deemed to have been received on the maturity date of the then outstanding DMBS. Borrower may request the issuance of a DMBS with a maturity date
shorter or longer than three (3) months (but in no event shorter than one (1) month or longer than nine (9) months) but only to facilitate (A) the scheduling of a
prepayment in connection with the sale of the Mortgaged Property or (B) the refinancing of the Loan. 



        (2)   Upon
Lender's exercise of any right of acceleration under this Note, Borrower shall pay to Lender, in addition to the entire unpaid principal balance of this Note
outstanding at the time of the acceleration, (A) all other sums due Lender under this Note and the other Loan Documents, and (B) the prepayment premium calculated pursuant to
Schedule A. 


        (3)   Any
application by Lender of any collateral or other security to the repayment of any portion of the unpaid principal balance of this Note prior to the Maturity Date and
in the absence of acceleration shall be deemed to be a partial prepayment by Borrower, requiring the payment to Lender by Borrower of a prepayment premium. The amount of any such partial prepayment
shall be computed so as to provide to Lender a prepayment premium computed pursuant to Schedule A without Borrower having to pay out-of-pocket any additional amounts. 




        (c)   Notwithstanding
the provisions of Section 12(b), no prepayment premium shall be payable with respect to (A) any prepayment made no more than twelve
(12) months before the Maturity Date, 


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or
(B) any prepayment occurring as a result of the application of any insurance proceeds or condemnation award under the Security Instrument. 


        (d)   Schedule A
is hereby incorporated by reference into this Note. 


        (e)   Any
required prepayment of less than the unpaid principal balance of this Note shall not extend or postpone the due date of any subsequent payment or change the amount
of such payments, unless Lender agrees otherwise in writing. 


        (f)    Borrower
recognizes that any prepayment of the unpaid principal balance of this Note, whether voluntary or involuntary or resulting from a default by Borrower, will
result in Lender's incurring loss, including reinvestment loss, additional expense and frustration or impairment of Lender's ability to meet its commitments to third parties. Borrower agrees to pay to
Lender upon demand damages for the detriment caused by any prepayment, and agrees that it is extremely difficult and impractical to ascertain the extent of such damages. Borrower therefore
acknowledges and agrees that the formula for calculating prepayment premiums set forth on Schedule A represents a reasonable estimate of the damages Lender will incur because of a prepayment. 


        (g)   Borrower
further acknowledges that the prepayment premium provisions of this Note are a material part of the consideration for the loan evidenced by this Note, and
acknowledges that the terms of this Note are in other respects more favorable to Borrower as a result of the Borrower's voluntary agreement to the prepayment premium provisions. 


        13.    Costs and Expenses.    Borrower shall pay on demand all expenses and costs, including fees and
out-of-pocket expenses of attorneys and expert witnesses and costs of investigation, incurred by Lender as a result of any default under this Note or in connection with efforts
to collect any amount due under this Note, or to enforce the provisions of any of the other Loan Documents, including those incurred in post-judgment collection efforts and in any
bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding) or judicial or non-judicial foreclosure proceeding. 


        14.    Forbearance.    Any forbearance by Lender in exercising any right or remedy under this Note, the Security
Instrument, or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of that or any other right or remedy. The acceptance by Lender of any
payment after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender's right to require prompt payment when due of all other payments or
to exercise any right or remedy with respect to any failure to make prompt payment. Enforcement by Lender of any security for Borrower's obligations under this Note shall not constitute an election by
Lender of remedies so as to preclude the exercise of any other right or remedy available to Lender. 


        15.    Waivers.    Presentment, demand, notice of dishonor, protest, notice of acceleration, notice of intent to
demand or accelerate payment or maturity, presentment for payment, notice of nonpayment, grace, and diligence in collecting the Indebtedness are waived by Borrower, and all endorsers and guarantors of
this Note and all other third party obligors. 


        16.    Loan Charges.    If any applicable law limiting the amount of interest or other charges permitted to be
collected from Borrower in connection with the Loan is interpreted so that any interest or other charge provided for in any Loan Document, whether considered separately or together with other charges
provided for in any other Loan Document, violates that law, and Borrower is entitled to the benefit of that law, that interest or charge is hereby reduced to the extent necessary to eliminate that
violation. The amounts, if any, previously paid to Lender in excess of the permitted amounts shall be applied by Lender to reduce the unpaid principal balance of this Note. For the purpose of
determining whether any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated, all Indebtedness that constitutes interest, as well
as all 


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other
charges made in connection with the Indebtedness that constitute interest, shall be deemed to be allocated and spread ratably over the stated term of the Note. Unless otherwise required by
applicable law, such allocation and spreading shall be effected in such a manner that the rate of interest so computed is uniform throughout the stated term of the Note. 



        17.    Commercial Purpose.    Borrower represents that the Indebtedness is being incurred by Borrower solely for the
purpose of carrying on a business or commercial enterprise, and not for personal, family or household purposes. 


        18.    Counting of Days.    Except where otherwise specifically provided, any reference in this Note to a period of
"days" means calendar days, not Business Days. 


        19.    Governing Law.    The law of the State of California shall govern this Note. 


        20.    Captions.    The captions of the sections of this Note are for convenience only and shall be disregarded in
construing this Note. 


        21.    Notices.    All notices, demands and other communications required or permitted to be given by Lender to
Borrower pursuant to this Note shall be given in accordance with Section 31 of the Security Instrument. 


        22.    Consent to Jurisdiction and Venue.    Borrower agrees that any controversy arising under or in relation to this
Note shall be litigated exclusively in the State of California (the "Property Jurisdiction"). The state and federal courts and authorities with
jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Note. Borrower irrevocably consents to service,
jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 


        23.    WAIVER OF TRIAL BY JURY.    BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


        ATTACHED SCHEDULES.    The following Schedules are attached to this Note:



	ý	 	Schedule A	 	Prepayment Premium (required)
	ý	 	Schedule B	 	Modifications to Multifamily Note
	o	 	Schedule C	 	Payment Amortization Schedule
	ý	 	Schedule D	 	DMBS Rate Confirmation Form





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        IN WITNESS WHEREOF, Borrower has signed and delivered this Note or has caused this Note to be signed and delivered by its duly authorized
representative. 



	

 	
 	

BARRINGTON PACIFIC, LLC,

a California limited liability company
	

 	
 	

By:	
 	

Douglas Emmett Realty Advisors, a

California corporation, its Manager
	

 	
 	

 	
 	

By:	
 	

/s/  JORDAN KAPLAN      

	 	 	 	 	Name:	 	Jordan Kaplan
	 	 	 	 	Title:	 	Chief Financial Officer
	

 	
 	

Borrower's Social Security/Employer

ID Number: 91-2132884
	

Fannie Mae Pool Number: 760595	
 	

 	
 	

 	
 	

 




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SCHEDULE A    
    
    PREPAYMENT PREMIUM    
    



        Any prepayment premium payable under Section 12 of this Note shall be computed as follows: 



	(a)
	If
the prepayment (voluntary or involuntary) is made at any time prior to the sixth anniversary of the date of this Note (the "Fee Maintenance
Period"), the prepayment premium shall be the product of multiplying;



	(1)
	the
amount of principal being prepaid 






by 


	(2)
	60
basis points 




by 


	(3)
	the
present value factor calculated using the following formula: 








	 	1 - (1 + r)-n
	 	 
	 	r	 	 








[r=    Yield
Rate 


n=    the
number of years, and any fraction thereof, remaining between the Prepayment Date and the expiration of the Fee Maintenance Period.] 


The
"Yield Rate" means the rate, determined as of the Closing Date, on the U.S. Treasury security having a maturity closest to the prepayment date. 





For
purposes of subparagraph(3), the "Prepayment Date" shall be (x) in the case of a voluntary prepayment; the date on which the prepayment is
made, and (y) in any other case, the date on which Lender accelerates the unpaid principal balance of this Note. 



	(b)
	In
the event the long-term obligations of Fannie Mae, the issuer of the DMBS referred to in the Note, are rated below "A-" for a period of three consecutive
months by Standard & Poor's Credit Markets Services, a division of The McGraw Hill Companies, Inc., or Moody's Investors Service, or Duff & Phelps Credit Rating Company, and the
Discount on any DMBS issued after such three month period has materially increased, Borrower may prepay the outstanding principal amount of the Note and no prepayment premium shall be payable.



	(c)
	If
Borrower makes a prepayment of this Note or Lender accelerates the unpaid principal balance of this Note during the 12 months immediately preceding the Maturity Date, no
prepayment premium shall be payable. 







	 	 	 	/s/  JK      
 INITIAL(S)




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SCHEDULE B    
    
    MODIFICATIONS TO MULTIFAMILY NOTE    
    


        The following modifications are made to the text of the Note that precedes this Schedule: 


	1.
	A
new Section 4A shall be added as follows: 



        4A.  Borrower may apply for an increase in the principal amount of the Loan from the first anniversary date of the closing of
the Loan until the Maturity Date, to be effective as of the issuance date of any new DMBS funding the Indebtedness. Approval of an increased amount of the Loan will be subject to satisfying all of
Lender's and Fannie Mae's underwriting criteria and guidelines applicable to loans of a similar underwriting tier. The guaranty and servicing fee applicable to the increased amount of Loan will equal
Fannie Mae's then current best published rate for loans with 1.10 debt service coverage (variable rate) (1.35 debt service coverage-fixed rate) and a 65% loan to value ratio. The maturity date of the
increased amount shall not extend beyond the Maturity Date. Borrower shall pay all actual, reasonable out of pocket costs to third parties, with legal fees not to exceed $10,000. 


	2.
	A
new Section 7A shall be added as follows: 



 
 

           7A.    Interest Rate Hedge.     (a)    The Initial Hedge. To protect against fluctuations in interest rates, Borrower shall make
arrangements for a LIBOR (as defined below) based hedge instrument ("Hedge") to be in place and maintained at all times with respect to the Loan. The
Hedge for the initial DMBS shall be a Cap for a period beginning on the date of this Note and ending not earlier than the date which is the third anniversary of the date of this Note (the
"Initial Hedge Period"). 


 
 

           (b)    Subsequent Hedges.     Additional Hedges (each, a "Subsequent
Hedge") shall be required for the lesser of (i) three
(3) years, or (ii) the remaining term of the Note, upon the aspiration of the Cap in place for the Initial Hedge Period. It is the intention of the parties, and a condition of the Note,
that Borrower shall obtain, and shall maintain at all times during the term of the Note, a Hedge in an aggregate notional principal amount equal to the outstanding principal balance of the Note on the
date that the Hedge is purchased, covering the required term of the Note as set forth in this Section 7A. 


 
 

           (c)    Hedge Terms.     Each Hedge which is a Cap shall: 



        (1)   provide
for a notional principal amount equal at all times to the outstanding principal balance of the Note on the date that the Hedge is purchased; 


        (2)   provide
for a notional interest rate equal to the lowest interest rate that would result in a debt service coverage ratio of not less than 1.10 to 1 based on an
underwriting rate equal to 300 basis points over the LIBOR rate at the time of closing plus 60 basis points (the "Hedge Rate"); LIBOR rate is defined as
an interest rate based upon the London Inter-Bank Offered Rate for three (3) month U.S. Dollar-denominated deposits; 



        (3)   require
the counterparty to make, interest payments on the notional principal amount at a rate equal to the amount by which Coupon Rate exceeds the Hedge Rate; 


        (4)   require
the counterparty to make such interest payments either to an account pledged to the Lender or directly to the Lender after an Event of Default pursuant to the
Hedge Security Agreement; and 


        (5)   be
evidenced, governed and secured on terms and conditions, and pursuant to documentation (the "Hedge Documents"), in
form and content acceptable to Fannie Mae, and with a counterparty (a "Counterparty") approved by Fannie Mae, which may include Bank of America, Wells
Fargo and Wachovia. 




 
 

           (d)    Hedge Security Agreement; Delivery of Hedge Payments.     Pursuant to a Hedge Security Agreement,
Lender shall be granted an enforceable, perfected, first priority lien on and security 


B-1







 

interest
in each Hedge and payments due under the Hedge (including scheduled and termination payments) in order to secure Borrower's obligations to Lender under this Note. With respect to each Hedge,
the Hedge Security Agreement must be delivered by Borrower to Lender no later than the effective date of the Hedge. 


 
 

           (e)    Termination.     Borrower shall not terminate, transfer or consent to any transfer of any existing
Hedge without Lender's prior written consent as long as Borrower is required to
maintain a Hedge pursuant to the Note; provided, however, that if, and at such time as, the Note is paid off or converted to a fixed rate pursuant to the terms of the Conversion Agreement between
Borrower and Lender, Borrower shall have the right to terminate the existing Hedge. 


 
 

           (f)    Escrow.     Upon the occurrence of an Event of Default under the Security Instrument, Borrower will
be required to (i) make annual deposits
("Annual Deposits") to be held in an interest bearing hedge reserve escrow account during any period in which a Hedge with an original term of less than
the remaining term of the Note is in effect, to provide moneys for the purchase of a Subsequent Hedge and (ii) enter into a Hedge Reserve Escrow Account Security Agreement with Lender. Lender
shall determine the amount of the Annual Deposits and shall monitor the hedge reserve escrow account holding such Annual Deposits. 


 
 

           (g)    Performance Under Hedge Documents.     Borrower agrees to comply fully with, and to otherwise perform
when due, its obligations under, all applicable Hedge Documents and all other agreements
evidencing, governing and/or securing any Hedge arrangement contemplated under this Section. Borrower shall not exercise, without the Lender's prior written consent, and shall exercise, at Lender's
direction, any rights or remedies under any Hedge Document, including without limitation the right of termination. 


	3.
	Section 12(c)
is hereby amended and restated to provide as follows: 





        (c)   Notwithstanding
the provisions of Section 12(b), no prepayment premium shall be payable with respect to (A) any prepayment made no more than twelve
(12) months before the Maturity Date, (B) any prepayment occurring as a result of the application of any insurance proceeds or condemnation award under the Security Instrument, or
(C) in the event that Douglas Emmett Realty Fund 1996, A California Limited Partnership ("Fund 1996") is the Key Principal of the Borrower at the time of prepayment, any prepayment occurring
within six (6) months prior to the expiration of the term of the partnership agreement of Fund 1996, provided the Operating and Limited Partners have not extended the term of its existence
beyond the Maturity Date. Borrower covenants and agrees with Lender that in the event that Borrower prepays this Note without prepayment premium within said 6-month period in reliance on
clause (C) of this Section 12(c), and the term of the partnership agreement of Fund 1996 is thereafter extended beyond the Maturity Date, Borrower shall pay to Lender the prepayment
premium that would have otherwise been due in accordance with Section 12(b). The provisions of the preceding sentence shall survive any such prepayment by Borrower in reliance on
Section 12(c)(C). 


	4.
	A
new Section 12(h) shall be added as follows: 



        (h)   BORROWER
EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY,
UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THIS
NOTE BY HOLDER ON ACCOUNT OF ANY EVENT OF DEFAULT BY BORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER WHICH IS PROHIBITED BY THE SECURITY INSTRUMENT, THEN BORROWER, SHALL BE
OBLIGATED TO PAY THE APPLICABLE PREMIUM REQUIRED BY SECTION 12 OF THIS NOTE. BY INITIALING THIS PROVISION IN THE SPACE PROVIDED BELOW, BORROWER 


B-2







 



AGREES
THAT LENDER'S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FUR THE TERM SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT. 



	

 	
 	

/s/ JK
 BORROWER'S INITIAL(S)




B-3








  



 
 

SCHEDULE C    
    
    PRINCIPAL AMORTIZATION SCHEDULE    
    
    NOT APPLICABLE    
    


C-1








  



 
 

SCHEDULE D    
    
    RATE CONFIRMATION FORM    
    


        Pursuant to Section 4(c) of that certain Amended and Restated Discount MBS Multifamily Note dated December 22, 2004 (the
"Note"), from the undersigned (the "Borrower") to FANNIE
MAE, a federally-chartered and stockholder-owned corporation organized and existing under the Federal National Mortgage Association Charter Act, 12 U.S.C. §1716 et
seq., (the "Lender"), the Borrower hereby requests that the Lender issue to it an advance for the purpose of refinancing the Indebtedness, to be funded
by a discount mortgaged backed security ("DMBS") and the Lender hereby confirms that it has obtained a commitment for the purchase of a Fannie Mae DMBS
with the following terms: 



	Advance Amount	 	$                                        
        
	

Term	
 	

[Three months]
	

DMBS Issue Date	
 	

                         1st,             
	

DMBS Imputed Interest Rate	
 	

             %
	

Discount	
 	

             %
	

Price	
 	

                                         
         
	

Closing Date no later than	
 	

                         ,             





D-1







 


	Dated:                        ,
            	 	 	 	 
	 	 	 	 	 
	 	 	DEUTSCHE BANK BERKSHIRE

MORTGAGE, INC., a Delaware corporation
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	    

	 	 	Name:	 	    

	 	 	Title:	 	    

	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    






Rate
Setting Date:                        ,            ,
    :    AM/PM Eastern Time 


AGREED
TO AND ACCEPTED BY: 


Dated:                        ,            




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	BARRINGTON PACIFIC, LLC,

a California limited liability company
	 	 	 	 	 	 	 
	 	 	By:	 	Douglas Emmett Realty Advisors,

a California corporation, its Manager
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	    

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

Borrower's Social Security/
	 	 	Employer ID Number: 91-2132884




D-2











QuickLinks



Exhibit 10.2



SCHEDULE A PREPAYMENT PREMIUM


SCHEDULE B MODIFICATIONS TO MULTIFAMILY NOTE


7A. Interest Rate Hedge.

(b)  Subsequent Hedges.

(c)  Hedge Terms.

(d)  Hedge Security Agreement; Delivery of Hedge Payments.

(e)  Termination.

(f)  Escrow.

(g)  Performance Under Hedge Documents.



SCHEDULE C PRINCIPAL AMORTIZATION SCHEDULE NOT APPLICABLE



SCHEDULE D RATE CONFIRMATION FORM