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:


 


 


	
  Related Loan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Related Property

  	
   

  	
   

  
	
  Amount

  	
   

  	
  Related Borrower

  	
   

  	
  Related Property Name

  	
   

  	
  Location

  	
   

  	
  Maturity Date

  
	
  $69,149,000.00

  	
   

  	
  ASN Vanoni Ranch .L.L.C.,

  	
   

  	
  Archstone
  Vanoni Ranch

  	
   

  	
  3303
  South

  	
   

  	
  November 1,
  2012

  
	
   

  	
   

  	
  Tishman
  Speyer Archstone-

  	
   

  	
  (fee)

  	
   

  	
  Archibald Avenue,

  	
   

  	
   

  
	
   

  	
   

  	
  Smith
  Vanoni Ranch Lessee, L.L.C.

  	
   

  	
  Archstone
  Vanoni Ranch (leasehold)

  	
   

  	
  Ontario,
  CA

  	
   

  	
   

  



 


1

















 


	
  $110,405,000.00

  	
   

  	
  ASN
  Warner Center, LLC

  	
   

  	
  Archstone
  Warner Center

  	
   

  	
  6625
  Bariel Avenue, Woodland Hills, CA

  	
   

  	
  November 1,
  2012

  
	
  $48,428,000.00

  	
   

  	
  ASN
  City Place LLC

  	
   

  	
  Archstone
  City Place

  	
   

  	
  404
  Pine Avenue, Long Beach, CA

  	
   

  	
  November 1,
  2012

  
	
  $61,634,500.00

  	
   

  	
  ASN
  Fox Plaza LLC

  	
   

  	
  Archstone
  Fox Plaza

  	
   

  	
  (Z014-Garage)
  and (Z015-Annex)

  1390 Market Street,

  San Francisco, CA

  	
   

  	
  November 1,
  2012

  
	
  $72,358,000.00

  	
   

  	
  Tishman
  Speyer Archstone-Smith Redmond Campus, L.L.C.

  	
   

  	
  Archstone
  Redmond Campus

  	
   

  	
  15606
  NE 40th Street Building Z, Redmond, WA

  	
   

  	
  November 1,
  2012

  
	
  $27,625,000.00

  	
   

  	
  Tishman
  Speyer Archstone-Smith Harbour Point, 

  L.L.C.

  	
   

  	
  Archstone
  Harbour Pointe

  	
   

  	
  4500
  Harbour Pointe Boulevard, Mukiltco, WA

  	
   

  	
  November 1,
  2012

  
	
  $62,603,000.00

  	
   

  	
  Tishman
  Speyer Archstone-Smith
  Northcreek, L.L.C.

  	
   

  	
  Archstone
  Northcreek

  	
   

  	
  20225
  Bothell-Everett Hwy., Bothell, WA

  	
   

  	
  November 1,
  2012

  
	
  $41,063,000.00

  	
   

  	
  ASN
  Redmond Park LLC

  	
   

  	
  Archstone
  Redmond Park

  	
   

  	
  14700
  NE 35th Street, Bellevue, WA

  	
   

  	
  November 1,
  2012

  
	
  $23,100,000.00

  	
   

  	
  Tishman
  Speyer Archstone-Smith Redmond Court, L.L.C.

  	
   

  	
  Stone
  Creek at Bellevue (Redmond Court)

  	
   

  	
  14629
  NE 37th Place, Bellevue WA

  	
   

  	
  November 1,
  2012

  
	
  $54,410,000.00

  	
   

  	
  ASN
  Belltown LLC

  	
   

  	
  Wall
  Street Tower

  	
   

  	
  500
  Wall Street, Seattle, WA

  	
   

  	
  November 1,
  2012

  
	
  $33,140,000.00

  	
   

  	
  ASN Thousand Oaks Crest
  LLC

  	
   

  	
  Archstone
  Thousand Oaks Crest (aka Oakwood Village)

  	
   

  	
  491
  West  Gainsborough,
  Thousand Oaks, CA

  	
   

  	
  November 1,
  2012

  
	
  $90,066,000.00

  	
   

  	
  Asn Dupont Circle LLC

  	
   

  	
  The Flats at Dupont
  Circle

  	
   

  	
  2000
  N St. NW, Washington, DC

  	
   

  	
  November 1,
  2012

  



 


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.


 


2

















 


“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.


 


3

















 


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


 


4

















 


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.


 


5

















 


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;


 


6

















 


(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,


 


7

















 


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) days’ prior written notice of the approximate date proposed for
such release (the “Release Date”),
which notice shall be delivered together with the financial statements and
other information described in subsection (iii) below and may be
rescinded and revoked by Borrower at any time by written notice given to Lender
provided Borrower pays to Lender at the time of its notice of revocation, all
actual out-of-pocket costs and expenses incurred by Lender in anticipation of
the release including, but not limited to, reasonable attorney’s fees and
expenses and any fees and actual out-of-pocket costs and expenses of any
servicer.


 


(ii)                                No Event of Default has occurred and is
continuing as of the date of the notice and as of the Release Date.


 


(iii)                             Unless Borrower pays the Release Price set
forth below, the release will not
cause the combined Debt Service Coverage Ratio of the Related Properties after the proposed release to be
less than the greater of (x) 1.20:1,
and (y) the combined Debt Service Coverage Ratio of the Total Property immediately prior to the proposed
release; and the release will not
cause the combined Loan to Value Ratio of the Related Properties after the proposed release to exceed the
lesser of (x) 60% and (y) the combined
Loan to Value Ratio of the Total Property immediately prior to the proposed release. The term “Debt Service Coverage Ratio” means, with respect to the Related Properties or the
Total Property, as applicable, the
ratio of (A) the aggregate annual net operating income from the operations of the Related Properties or the
Total Property, as applicable, at the
time of the proposed release to (B) the aggregate annual interest


 


8

















 


payable on the Related Indebtedness or the Total Indebtedness,
as applicable. The annual net operating income of each property will be as
determined by Lender in its reasonable discretion considering factors such as
income in place at the time of the proposed release and income during the
preceding twelve months, and actual, historical and anticipated operating
expenses. The term “Loan to Value Ratio”
means, with respect to the Related Properties or Total Property, as applicable,
the ratio of (A) the aggregate outstanding principal balances of the
Related Indebtedness or the Total Indebtedness, as applicable, to (B) the
aggregate values of the Related Properties or Total Property, as applicable. In
the event Borrower and Lender do not agree as to the value of any of the Total
Property, Lender will obtain, at Borrower’s expense, an MAI appraisal of the
property or properties that is the subject of the disagreement.  Borrower shall provide Lender such financial
statements and other information (including MAI appraisals as noted above)
Lender may reasonably require to make these determinations, and a
certificate of an officer of Borrower requesting the release and stating,
solely in his or her capacity as an officer of Borrower and not in his or her
individual capacity, that such statements are true, correct and complete in all
material respects and certifying that all conditions precedent to the release of
the Mortgaged Property contained in this Section 14(b) have been
complied with, and Lender shall have a reasonable time, not to exceed 15 days
from Lender’s acknowledgment of the receipt of all of such information required
to make the determinations called far by this subsection (iii). Borrower may not
partially prepay the Indebtedness in order to satisfy the requirements of this
subsection (iii), except as provided in subsection (vi)(2) below.


 


(iv)                          In the event Borrower pays, in addition to
the Indebtedness, the Release Price set forth below, the release will not cause
the combined Debt Service Coverage Ratio of the Related Properties after the
proposed release to be less than the greater of (x) the combined Debt Service
Coverage Ratio of the Total Property as of the date of this Agreement, and (y)
the combined Debt Service Coverage Ratio of the Total Property immediately
prior to the proposed release; and the release will not cause the combined Loan
to Value Ratio of the Related Properties after the proposed release to exceed
the lesser of (x) the combined Loan to Value Ratio of the Total Property as of
the date of this Agreement and (y) the combined Loan to Value Ratio of the
Total Property immediately prior to the proposed release.


 


(v)                               Lender shall have received such endorsements
to Lender’s title insurance policies for the Related Instruments as Lender may reasonably
require, insuring Lender that the priority of the liens of the Related
Instrument remain unaffected by the release.


 


(vi)                             Borrower shall have paid to Lender all of the following:


 


 


9

















 


(1)                            All amounts required to pay the Indebtedness
in full, including but not limited to principal, accrued and unpaid interest
and any prepayment premium, exit fee or spread maintenance premium due under
the Note.


 


(2)                            At Borrower’s option in lieu of satisfying
the requirements of subsection 14(b)(iii) above, but subject to the
requirements of 14(b)(iv) above, a release price (the “Release
Price”) equal to ten percent (10%) of the outstanding principal
balance of the Indebtedness, to be applied by Lender to reduce the principal
amount of one or more of the Related Loans (each, a “Prepaid
Loan”). Lender shall allocate the Release Price pro-rata among the
Related Loans unless an individual property’s debt service coverage ratio is
less than 1.20:1 and/or loan to value ratio is greater than 60%, in which case
Lender will apply the Release Price to that specific property, until the
required ratios are met, then pro-rata thereafter.


 


(3)                            If Borrower does not pay the Release Price,
Lender shall have received an administrative fee of $5,000 multiplied by the
number of properties within the Total Property at the time of Borrower’s notice
of the proposed release (for example, if the Total Property consists at the
time of the Mortgaged Property and 10 Related Properties, the administrative
fee will be $5,000 x 11 = $55,000), and Borrower shall pay to Lender the amount
of all of actual out-of-pocket costs and expenses incurred by Lender, including
without limitation reasonable attorneys’ fees, in connection with the
release of the Mortgaged Property.


 


(vii)                       Lender shall have received evidence that the Mortgaged Property shall
be conveyed to a Person other than Borrower or its general partner or managing
member, as applicable.


 


(viii)                      Borrower shall have delivered evidence satisfactory to Lender that (I)
Mezzanine Borrower has complied with all of the terms and conditions set forth
In Mezzanine Loan documents with respect to a release of the security interest
corresponding to the release requested pursuant to this Section 14 and (ii) Mezzanine
Lender has delivered (or is simultaneously delivering) such release to
Mezzanine Borrower.


 


15.                               Notices. All notices to Borrower under this Agreement
shall be in writing and shall be given in the manner provided in the applicable
Instruments for notices to Borrower. All notices to Lender by Borrower under
this Agreement shall be in writing and shall be given in the manner in the  Instrument
for notices to Lender.


 


16.                               Governing Law; Jurisdiction and
Venue, This Agreement shall
be governed by and construed in accordance with the laws of the State in which
the Mortgaged Property is located. Borrower irrevocably submits to the
jurisdiction of any federal or state court sitting in (a) any state or
jurisdiction in which the Mortgaged Property or any of the Related Properties
is located, and (b) the Commonwealth of Virginia, over any suit, action or
proceeding arising out of or relating to this Agreement, Borrower hereby
submits to the in personam jurisdiction
of each such court in any matter involving this Agreement Borrower irrevocably
waives, to the fullest


 


10

















 


extent
permitted under applicable law, any objections it may now or hereafter
have to the venue of any suit, action or proceeding brought in any such court
and any claim that the same has been brought in an inconvenient forum. Borrower
acknowledges that it has received material and substantial consideration for
the cross-collateralization of the Mortgaged Property and the Related
Properties and that the foregoing venue provision is integral to the Lender’s
realization of its rights hereunder. Borrower further acknowledges that it is
not in disparate bargaining position, that it is a commercial enterprise, with
sophisticated financial, legal and economic experience, that the venue selections contained herein are not unreasonable,
unjust, inconvenient or overreaching.


 


17.                               Captions, Cross References and
Exhibits. The captions
assigned to provisions of this Agreement are for convenience only and shall be
disregarded in construing this Agreement. Any reference in this Agreement to a “Section”,
a “Subsection” or an “Exhibit” shall, unless otherwise explicitly provided, be construed as referring to a section of
this Agreement, to a subsection of the section of this Agreement in
which the reference appears or to an Exhibit attached to this Agreement. All
Exhibits referred to in this Agreement arc hereby incorporated by reference.


 


18.                               Number and Gender. Use of the singular in this Agreement
includes the plural, use of the plural includes the singular, and use of one
gender includes all other genders, as the context may require.


 


19.                               Statutes and Regulations. Any reference in this Agreement to a statute
or regulation shall include all
amendments to and successors to such statute or regulation, whether adopted before
or after the date of this Agreement.


 


20.                               No Partnership. This Agreement is not intended to, and shall
not, create a partnership or joint venture among the parties, and no party to
this Agreement shall have the power or authority to bind any other party except
as explicitly provided in this Agreement.


 


21.                               Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective heirs,
successors, and assigns.


 


22.                               Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity of any other provision,
and all other provisions shall remain in full force and effect.


 


23.                               Waiver;  No Remedy Exclusive.
Any forbearance by a party to this Agreement in exercising any right or remedy
given under this Agreement or
existing at law or in equity shall not constitute a waiver of or preclude the
exercise of that or any other right or remedy. Unless otherwise explicitly
provided, no remedy under this Agreement is intended to be exclusive of any
other available remedy, but each remedy shall be cumulative and shall be in
addition to other remedies given under this Agreement or existing at law or in
equity.


 


24.                               Third Party Beneficiaries, Neither any creditor of any party to this
Agreement, nor any other person, is intended to be a third party beneficiary of
this Agreement.


 


11

















 


25.                               Course of Dealing. No course of dealing among the parties to
this Agreement shall operate as a waiver of any rights of any party under this
Agreement.


 


26.                               Further Assurances and
Corrective Instruments. To
the extent permitted by law, the parties shall, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
such supplements to this Agreement and such further instruments as may reasonably
be required for carrying out the intention of or facilitating the performance
of this Agreement.


 


27.                               No Party Deemed Drafter. No
party shall be deemed the drafter of this Agreement, and this Agreement shall
not be construed against cither party as the drafter of the Agreement.


 


28.                               WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
BORROWER AND LENDER EACH (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY
JURY WITH RESPECT TO ANY ISSUE ARISING OUT’ OF THIS AGREEMENT -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.


 


12

















 


	
   

  	
  ASN
  PARK ESSEX LLC, a Delaware limited

  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christine Goodgold

  
	
   

  	
   

  	
  Name:

  	
  Christine Goodgold

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


CROSS-COLLATHRALIZATION
AGREEMENT - ARCHSTONE BOSTON COMMON


 

















 


ACKNOWLEDGMENT


 


	
  STATE
  OF New York

  	
  )

  
	
   

  	
  )ss.

  
	
  COUNTY
  OF New York

  	
  )

  



 


On this 4 day of October, 2007, before me, the undersigned notary
public, personally appeared Christine Goodgold, proved to me through satisfactory
evidence of identification, which were [drivers license, picture id], to be the
person whose name is signed on the preceding or attached document, and
acknowledged to me that [he] [she] signed it voluntarily for its stated
purposes as Authorized Signatory of ASN PARK ESSEX LLC, a Delaware limited
liability company,


 


	
  /s/
  R. Douglas Burleson

  	
   

  	
  [official
  signature and seal of notary]

  



 


Notary
Public (Printed Name): R. Douglas Burleson


My
Commission Expires;


 


DOUGLAS BURLESON


Notary Public, State of Newark


NO.01BU6110252


Qualified in New York County


Commission Expires May 24, 2008


 

















 


LEHMAN BROTHERS HOLDINGS INC., a

Delaware corporation


 


 


	
   

  	
  By:

  	
  /s/
  Charlene H. Thomas

  
	
   

  	
   

  	
  Name:

  	
  Charlene
  H. Thomas

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


ACKNOWLEDGEMENT


 


	
  STATE
  OF NEW YORK

  	
  )

  
	
   

  	
  )ss.

  
	
  COUNTY
  OF NEW YORK

  	
  )

  



 


 


On this 4 day of October, 2007, before me, the undersigned notary
public, personally appeared Charlene H. Thomas proved to me through
satisfactory evidence of identification, which were [drivers license, picture id],
to be the person whose name is signed on the preceding or attached document and
acknowledged to me that [he][she] signed it voluntarily for its stated purposes
as AUTHORIZED SIGNATORY of LEHMAN BROTHERS HOLDINGS INC., a Delaware
corporation.


 


 


	
  /s/
  Milagros Alicea 

  	
   

  	
  [official
  signature and seal of notary]

  



 


Notary
Public (Printed Name): Milagros Alicea


My
Commission Expires: May 1, 2010


 


MILAGROS ALICEA


Notary Public,
State of New York


No. 01AL6144813


Qualified in Bronx
County


Term Expires May 1,
2010


 

















 


	
   

  	
  BARCLAYS CAPITAL REAL
  ESTATE

  INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LoriAnn
  Rung

  
	
   

  	
   

  	
  Name:

  	
  LoriAnn Rung

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


ACKNOWLEDGEMENT


 


	
  STATE
  OF NEW YORK

  	
  )

  
	
   

  	
  )ss.

  
	
  COUNTY
  OF NEW YORK

  	
  )

  



 


On this 4 day of October, 2007, before me, the undersigned notary
public, personally appeared Lori Rung, proved to me through satisfactory
evidence of identification, which were [drivers license, picture id], to be the
person whose name is signed on the preceding or attached document and acknowledged
to me that [he] [she] signed it voluntarily for its stated purposes as V. P. of
BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation.


 


 


	
  [ILLEGIBLE]

  	
   

  	
  [official
  signature and seal of notary]

  



 


Notary
Public (Printed Name):


My
Commission Expires:


 


AERI YUN


NOTARY PUBLIC,
State of  New York


No.01YU [ILLEGIBLE]


Qualified In
Nassau County


Commission Expires
December 26, 2010


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A., a national 

  
	
   

  	
  banking
  association

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andrew A. Baltz

  
	
   

  	
   

  	
  Name:

  	
  Andrew
  A. Baltz

  
	
   

  	
   

  	
  Title:

  	
  Principal

  



 

















 


ACKNOWLEDGEMENT


 


	
  STATE
  OF NEW YORK

  	
  )

  
	
   

  	
  )ss.

  
	
  COUNTY
  OF NEW YORK

  	
  )

  



 


On this 4 day of October, 2007, before me, the undersigned notary
public, personally appeared Andrew Baltz,  proved
to me through satisfactory evidence of identification, which were [drivers
license, picture id], to be the person whose name is signed on the preceding or
attached document, and acknowledged to me that [he][she] signed it voluntarily
for its stated purposes as Principal of BANK OF AMERICA, N.A., a national
banking association.


 


	
  ILLEGIBLE

  	
   

  	
  [official
  signature and seal of notary]

  



 


Notary Public (Printed
Name):


My Commission Expires:


 


AERI YUN


NOTARY PUBLIC,
State of New York


No.01YU [ILLEGIBLE]


Qualified In
Nassau County


Commission Expires
December 26, 2010


 

















 


EXHIBIT A


 


Property
Description


 


A-1

















 


EXHIBIT A


 


(Legal Description)


 


PARCEL 1:


 


The land with the
buildings thereon situated in the city of Boston, Suffolk County,
Massachusetts, and presently numbered 660-672 Washington Street and 6-12 Beach
Street, being bounded and described as follows:


 


Westerly by Washington
Street, 81.70 feet;


 


Northerly by land
formerly of Publix Netoco Theatres Corporation, Olympia Theatre, by two lines
running through a party wall, as shown on a plan hereinafter mentioned, 68.65
feet and 15.75 feet, each respectively;


 


Easterly by said land
formerly of Publix Netoco Theatres Corporation, as shown on said plan, 19.07
feet;


 


Northerly again by land
formerly of Publix Netoco Theatres Corporation, as shown on said plan, 39.54
feet;


 


Easterly again by land
now or formerly of Shoppers Garage, Inc., as shown on said plan, on four
lines measuring 9 feet, 10 feet, 12.70 feet and 43.14 feet, each respectively,
through a party wall; and


 


Southerly Beach Street,
on two lines measuring 44.64 feet and 89.18 feet.


 


Said parcel is shown on a
plan entitled “Plan of Land In Boston, Mass.” dated September 26,1946 by
William S. Crocker, C.E., recorded with Suffolk County Registry of Deeds In
Book 6260, Page 151.


 


There are appurtenant to
the above-described premises the right to use the passageway designated “Covered
Passage” on the September 26,1946 plan for all usual purposes for which
passageways of a similar character are commonly used in the City of Boston in common
with the owners of the property over which the passageway extends, all as set
forth in an agreement dated August 21,1924 between Henry C. Brookings and
Fanny Rosenthal and others and recorded with Suffolk Deeds, Book 4657, Page 561,
said right being subject to the reservation of a right to build over and to
other terms of the agreement.


 


PARCEL
2:


 


The premises known as and
numbered, now or formerly, 656-658 Washington Street being the greater part of
Parcel 1 on a “Plan of Washington St, Olympia Theatre Property, Boston, Mass,”
by William S. Crocker, Civil Engineer, dated Dec 15,1937, recorded with Suffolk
Deeds Book 5709, Page 270, and bounded and described as follows:


 


Westerly on Washington
Street, 33.20 feet;


 


Southerly on land
formerly of Moses Williams, Trustee, by a line running through the middle of
the party wall, 84.40 feet;


 


Westerly on the same,
19.07 feet;


 


Southerly on a
passageway, four feet wide, 54.66 feet;


 


Archstone
Boston Common, Suffolk County, MA, HoIdCo.


 

















 


Easterly on land now or
formerly of Shoppers Garage Inc., 27.68 feet;


 


Northerly on the same,
3.50 feet;


 


Easterly on the same, 12
feet;


 


Southerly on the same,
29.62 feet;


 


Westerly on the same, 12
feet;


 


Southerly on the same,
about 143 feet extending to a line through the middle (at the basement level)
of a brick partition wall extended southerly which forms the rear line of the
property next referred to;


 


Easterly on the rear line
of the property now or formerly known as 19-25 Harrison Avenue, which was
conveyed by Pilgrim Theatres Corporation to Non Soong et al by deed recorded
with Suffolk Deeds, Book 7340, Page 112, about 75 feet;


 


Northerly on land
formerly of Francis C. Welch, Trustee, 32.35 feet;


 


Easterly on the same,
0.93 feet;


 


Northerly In part on
the same, in part on a passageway 3.25 feet wide, In part on Parcel 2
on the plan at Book 5709, Page 270, in part on a Court known as
Hersey Place, and in part on land formerly of Hiram M. Burton et al,
Trustees, by a line passing through the partition wall, 104.78 feet;


 


Westerly on land formerly
of Converse by a line passing through the middle of a brick partition wall,
30.09 feet;


 


Northerly on the same,
31.38 feet;


 


Westerly on the same,
10.65 feet; and


 


Northerly on the same by
a line running through the middle of the party wall 121.27 feet.


 


PARCEL 3:


 


The
premises known as and numbered, now or formerly, 4 and 5 Hersey Place,
shown as Parcel 2 on the plan at
Book 5709, Page 270, and bounded and described as follows:


 


Westerly on said Place,
38.29 feet;


 


Northerly on land
formerly of William H. Dunbar, et al, Trustees, 42.51 feet;


 


Easterly on a three foot
wide passageway, being a registered parcel hereinafter described, 39.48 feet;
and


 


Southerly Parcel 1 on the
plan at Book 5709, Page 270, 42.39 feet.


 

















 


PARCEL 4:


 


The premises known as and
numbered, now or formerly, 646 Washington Street and bounded and described as
follows:


 


Westerly on Washington
Street, about 25 feet;


 


Northerly by land
numbered 640-644 Washington Street as shown on a plan entitled “Plan of Land In
Boston, Mass.” dated Feb. 10, 1954, by William S. Cracker and recorded
with Suffolk Deeds Book 6937, Page 38, by three courses totalling 115.16
feet;


 


Easterly by the last
mentioned land, 15 feet and by Parcel 1 shown on a plan entitled “Plan of Washington
St. Olympia Theatre Property Boston, Mass.” dated Dec.15,1937 by William S.
Cracker and recorded with Suffolk Deeds in Book 5709, Page 270, 10, 65
feet; and


 


Southerly by said Parcel
1, 121.27 feet.


 


PARCEL 5:


 


The premises consisting
of a place or passageway known as Hersey Place, extending southerly from
Harrison Avenue, bounded Essex Street at a point about 122.66 feet westerly
from and described as follows:


 


Northerly by the
southerly line of Essex Street, 8.65 feet;


 


Easterly by and now or
formerly of Benjamin F Shattuck, 69.15 feet;


 


Northerly by said
Shattuck land, 2.96 feet;


 


Easterly by land now or
formerly of William H. Dunbar et al Trustees, and by land now or formerly of


 


Samuel Carr, Trustee,
60.565 feet,


 


Southerly by other land
of said Carr, Trustee, 20.18 feet;


 


Westerly by land now or
formerly of Hiram M. Burton et al, Trustees, and by the end of a passageway,
60.41 feet;


 


Northerly by land now or
formerly of Daniel F, Barker, 8,21 feet; and


 


Westerly by said Barker
land, 68.77 feet


 


Said Parcel is shown as
Lot A-2 on Land Court Plan No. 4124A filed with Suffolk Registry District
of the Land Court Certificate of Title No. 9364, Book 42, Page 164.


 


PARCEL 6:


 


The premises which is a
portion of a passageway and shown as Lot B on Land Court Plan No. 4124A,
bounded and described as follows:


 


Northerly by land now or
formerly of William Trustees being another portion of passageway and shown as
Lot C on said plan, 2.59 feet;


 


Easterly by other land
now or formerly of William H. Dunbar et al, Trustees, and by lands now or
formerly of Fannie E. Morrison and F. C. Welch, Trustee, 39.59 feet;


 

















 


Southerly by land now or
formerly of Samuel Carr, Trustee, 3.25 feet; and


 


Westerly by other land of
said Carr, Trustee, 39.48 feet.


 


PARCEL 7:


 


A certain parcel of land
with the buildings thereon situated on the southeast side of Washington Street
and the west side of Hersey Place, Boston, Suffolk County, Massachusetts, known
as and numbered 640-644 Washington Street, shown on a plan entitled “ALTA ACSM Land
Title Survey Royal Hotel #640-644 Washington Street Boston, Massachusetts”
dated April 10, 2000 by Harry R. Feldman, Inc. and recorded herewith
and being bounded and described according to the plan as follows:


 


Beginning at a point
87.33 feet S 23 degrees 03’ 01” W from the southeast corner of the intersection of
Essex Street and Washington Street; thence


 


S 74 degrees 03’ 36” E
107.67 feet partly through a partition wall; thence


 


S 85 degrees 48’ 09” E
2.82 feet along a passageway; thence


 


N 04 degrees 11’ 51” E
37.57 feet along a passageway; thence


 


S 85 degrees 22’ 24” E
61.06 feet along a passageway; thence


 


S 02 degrees 38’ 27” W
57.87 feet along the side of Hersey Place; thence


 


N 84 degrees 53’ 34” W
35.14 feet; thence


 


S 05 degrees 08’ 49” W
30.09 feet through a partition wall; thence


 


N 84 degrees 46’ 59” W
31.38 feet through a partition wall; thence


 


N 07 degrees 06’ 13” E
15.00 feet through a partition wall; thence


 


N 71 degrees 17’ 00” W
42.95 feet through a partition wall; thence


 


N 72 degrees 53’ 03” W
51.01 feet through a partition wall; thence


 


N 71 degrees 53’ 00” W
21.00 feet through a partition wall; thence


 


N 17 degrees 44’ 57” W
30.26 feet along Washington Street to the point of beginning.


 


Said parcels are conveyed
together with rights set forth in Certificate of Title No. 9364 with
respect to Lot C and shown on Land Court Plan No. 4124A.


 


PARCEL 8: 


AIR RIGHTS


 


Parcel A


 


A portion of Beach Street
in Boston Proper, vertically above the street from elevation 66.78 to elevation


 

















 


68.19, commencing at the
intersection of the northerly sideline of Beach Street with the easterly
sideline of Washington Street thence running S 65° 51’20’ E, a distance of 26.50
feet along the northerly sideline of Beach Street to the point of beginning;


 


Thence running S 65° 51’20”
E, a distance of 63.80 feet to a point;


 


Thence turning and
running S 64° 12, 70” E, a distance of 44.22 feet to a point; Thence turning
and running S 25° 47’40” W, a distance of 2.33 feet to a point; Thence turning
and running N 64° 12’20” W, a distance of 44.19 feet to a point; Thence turning
and running N 65° 51’20” W, a distance of 63. 77 feet to a point;


 


Thence turning and
running N 24° 08’40” E, a distance of 2.33 feet to a point on the northerly
sideline of Beach Street and the point of beginning.


 


Containing an area of 246
square feet, as shown as Taking “A” on a plan entitled: “Boston Redevelopment
Authority Taking Plan Washington Street, Essex Street, & Beach Street
Boston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,
consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book
31238, Page 049.


 


Parcel E


 


A portion of Washington
Street in Boston Proper, vertically above the street from elevation 40.93 to
elevation 42.28, commencing at the intersection of the northerly sideline
of Beach Street with the easterly sideline of Washington Street thence running
N 20° 15’14” E, a distance of 81.70 feet, N 20° 27’31” E, a distance of 33.20
feet, and N 20° 54’01” E, a distance of 23.30 feet along the easterly sideline
of Washington Street to the point of beginning;


 


Thence turning and
running N  69° 05’03” W, a distance of 1.33 feet to a point;
Thence turning and running N 17° 44’57” E, a distance of 31.13 feet to a point;


 


Thence turning and running
S 69° 05’03” E, a distance of 1.33 feet to a point on the easterly sideline of
Washington Street;


 


Thence turning and
running S 17° 44’57” W, a distance of 29.44 feet to a point;


 


Thence turning and
running S 20° 54’01” W, a distance of 1.70 feet to the point of beginning;


 


Containing an area of 41
square feet, as shown as Taking “E” on
a plan entitled: “Boston Redevelopment Authority Taking Plan Washington Street,
Essex Street, & Beach Street Boston Proper” dated March 25, 2003 by
Judith Nitsch Engineering, Inc., consisting of 2 sheets and recorded in
Suffolk County Registry of Deeds in Book 31238, Page 049.


 


Parcel F


 


A portion of Washington
Street in Boston Proper, vertically above the street from elevation 31.48 to
elevation 32.91, commencing at the intersection of the northerly sideline
of Beach Street with the easterly sideline of Washington Street thence running
N 20° 15’14” E, a distance of 81.70 feet and N 20° 27’31” E, a distance of 9.41
feet along the easterly sideline of Washington Street to the point of
beginning; Thence turning and running N 69° 32’29” W, a distance of 7.95 feet
to a point; Thence turning and running N 20° 27’31’ E, a distance of 15.13 feet
to a point:


 


Thence turning and
running S 69° 32’29” E, a distance of 7.98 feet to a point on the easterly
sideline of Washington Street;


 

















 


Thence turning and
running N 20° 27’31” E, a distance of 15.13 feet to the point of beginning,


 


Containing an area of 120
square feet, as shown as Taking “F” on a plan entitled; “Boston Redevelopment
Authority Taking Plan Washington Street, Essex Street, & Beach Street
Boston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,
consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book
31238, Page 049.


 


Parcel G


 


A portion of Washington
Street in Boston Proper, vertically above the street from elevation 29.50 to
elevation 37.50, commencing at the intersection of the northerly sideline
of Beach Street with the easterly sideline of Washington Street thence running
N 20° 15’14” E, a distance of 81.70 feet and N 20° 27’31” E, a distance of 3.40
feet along the easterly sideline of Washington Street to the point of
beginning;


 


Thence turning and
running N 69° 32’29” W, a distance of 1.00 foot to a point; Thence turning and
running N 20° 27r31” E, a distance of 2,00 feet to a point;


 


Thence turning and
running S 69° 32’29n E, a distance of 1.00 foot to a point on the
easterly sideline of Washington Street;


 


Thence turning and
running S 20° 27’31” W, a distance of 2.00 feet to the point of beginning.


 


Containing an area of 2
square feet, as shown as Taking “G” on a plan entitled: “Boston Redevelopment
Authority Taking plan Washington Street, Essex Street, & Beach Street
Boston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,
consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book
31238, Page 049.


 


Parcel H


 


A portion of Washington
Street in Boston Proper, vertically above the street from elevation 29.50 to
elevation 37.50, commencing at the intersection of the northerly sideline
of Beach Street with the easterly sideline of Washington Street thence running
N 20° 15’ 14 E, a distance of 81.70 feet and N 20° 27’31” E, a distance of
28.40 feet along the easterly sideline of Washington Street to the point of
beginning; Thence turning and running N 69° 32’29” W, a distance of 1.00 foot
to a point; Thence turning and running N 20° 27’31” E, a distance of 2.00 feet
to a point;


 


Thence turning and
running S 69° 32’29” E, a distance of 1.00 foot to a point on the easterly
sideline of Washington Street;


 


Thence turning and
running S 20° 27’31” W, a distance of 2.00 feet to the point of beginning.


 


Containing an area of 2
square feet, as shown as Taking “H” on a plan entitled: “Boston Redevelopment
Authority Taking Plan Washington Street, Essex Street, & Beach Street
Boston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,
consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book
31238, Page 049.


 


Parcel D


 


A portion of Washington
Street in Boston Proper, vertically above the street from elevation 84.78 to
elevation 86.20, commencing at the intersection of the northerly sideline
of


 

















 


Beach Street with the
easterly sideline of Washington Street thence running N 20° 15’ 14” E, a
distance of 45.56 feet along the easterly sideline of Washington Street to the
point of beginning;


 


Thence turning and
running N 69° 44’46” W, a distance of 2.33 feet to a point; Thence turning and
running N 20° 15’14” E, a distance of 36.10 feet to a point; Thence turning and
running N 20° 27’31” E, a distance of 32.78 feet to a point; Thence turning and
running N 20° 53’54” E, a distance of 23.83 feet to a point;


 


Thence turning and
running S 69° 05’59” E, a distance of 2.33 feet to a point on the easterly
sideline of Washington Street;


 


Thence turning and
running S 20° 54’01” W, a distance of 23.38 feet to a point;


 


Thence turning and
running S 20° 27’31” W, a distance of 33.20 feet to a point;


 


Thence turning and
running S 20° 15’14” W, a distance of 36.14 feet to the point of beginning,


 


Containing an area of 216
square feet, as shown as Taking “D” on a plan entitled: “Boston Redevelopment
Authority Taking Plan Washington Street, Essex Street & Beach Street
Boston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,
consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book
31238, Page 49.


 


APPURTENANT EASEMENTS;


 


Perpetual Easement
Agreement, dated June 9, 2003 by and between On Luck Housing Development, Inc.
and ASN Park Essex LLC and Ameriton Properties Incorporated, recorded in Book
31735, Page 195;


 


Perpetual Easement
Agreement, dated June 9, 2003 by and between LE Housing Limited Partnership
and ASN Park Essex LLC and Ameriton Properties Incorporated, recorded in Book
31735, Page 270;


 


Perpetual Easement
Agreement, dated June 9, 2003 by and between Liberty Tree Associates, LLC
and ASN Park Essex LLC and Ameriton Properties Incorporated, recorded In Book
31999, Page 275.