**Exhibit 10.5**

 

Prepared by, and afterrecording return to:

 

Thacher Proffitt &Wood LLPTwo World Financial CenterNew York, New York 10281Attention: Mitchell G. Williams, Esq.

 

Freddie Mac Loan No. 487810724

 

**CROSS-COLLATERALIZATIONAGREEMENT ANDAMENDMENT TO SECURITY INSTRUMENT (Revision Date 5-18-2007)**

 

**THIS CROSS-COLLATERALIZATION AGREEMENT** (this **“Agreement”**) ismade as of October 5, 2007 between LEHMAN BROTHERS HOLDINGS INC., aDelaware corporation, having an address at 399 Park Avenue, New York, New York10022 (**“Lehman”**), BANK OF AMERICA, N.A., anational banking association, having an address at Bank of America CorporateCenter, 214 North Tryon Street, Charlotte, North Carolina 28255 (**“BofA”**) and BARCLAYS CAPITAL REAL ESTATE INC., a Delawarecorporation, having an address at 200 Park Avenue, New York, New York 10166 (**“Barclays”**; together with Lehman and BofA, individually andcollectively, as the context may require, “Lender”) and ASN PARK ESSEXLLC, 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 securedby a Multifamily Mortgage, Assignment of Rents And Security Agreement recordedamong the Land Records of County, immediately prior to the recording of thisAgreement (the **“Instrument”**) upon real propertyidentified in Exhibit A hereto and other property included within thedefinition of “Mortgaged Property” in the Instrument and constituting orrelated to a residential multifamily apartment project known as ArchstoneBoston Common.

 

**A.**                                    Simultaneously with the making of the Loan,Lender is making other mortgage loans (collectively, the **“RelatedLoans”**) to Borrower and/or affiliates of Borrower, secured by MultifamilyMortgages, Deeds of Trust or Deeds to Secure Debt (each a **“RelatedInstrument”** and collectively, the **“RelatedInstruments”**) 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  WestGainsborough,  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 ofLender making the Loan and the Related Loans is that the Mortgaged Propertyserve as collateral for each of the Related Loans and that each of the RelatedProperties serve as collateral for the Loan. Borrower is executing thisAgreement to satisfy such condition. Borrower further acknowledges that thebenefits derived by Borrower from this Agreement and from those certainCross-Collateralization Agreements entered into or to be entered into inconnection with the Related Loans are equivalent to the burdens imposed uponBorrower and the Mortgaged Property by this Agreement, notwithstanding that theLoan and the Related Loans may be of differing amounts.

 

**1.****                                      Definitions.**  For purposes of this Agreement, thefollowing 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 theInstrument 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 ofcompetent jurisdiction in a bankruptcy case filed under Title 11 of the UnitedStates 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 applicableprovisions of comparable state law, including any provisions of the Uniform FraudulentConveyance Act or Uniform Fraudulent Transfer Act, as adopted under statelaw.

 

**“Hedge Assignment”** means that certain Agreement to Hedge Interest Rates, Interest RateHedge 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 sumspayable by Borrower solely by reason of this Agreement.

 

**“Loans”** meansthe Loan and the Related Loans.

 

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

 

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

 

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

 

**“Related Properties”** means the properties described in the table in Recital B, and anyproperty substituted for any such property (or for a previously substitutedproperty) 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 theRelated Loan Documents This Agreement is among the Loan Documents as defined inthe Instrument, and the Cross-Collateralization Agreements entered into inconnection with the Related Loans are among the Related Loan Documents. TheHedge 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 theInstrument and the Related Instruments allow for the substitution of othermultifamily rental apartment projects for the mortgaged properties describedtherein. The terms “Mortgaged Property” and “Related Properties” as applicable,and the term “Total Property”, are intended to include all such “SubstitutedProperties” in place of the applicable properties which they replaced; and theterms “Instrument” and “Loan Documents” and “Related Instruments” and “RelatedLoan Documents”, as applicable, and the term “Total Loan Documents”, areintended to include all new and modified loan documents executed or deliveredby Borrower or a Related Borrower in connection with a Substituted Property.Borrower shall modify this Agreement as reasonably required by Lender uponnotice from Lender of the existence of a Substituted Property.

 

3

----

 

Capitalized terms nototherwise defined in this Agreement shall have the meanings set forth in theInstrument.

 

**2.****                                      Assumptionand Integration of Related Indebtedness.** Obligations Absolute. Borrowerhereby acknowledges and agrees with Lender that:

 

(a)                                  Borrower shall pay not only the Indebtednessin accordance with the terms of the Loan Documents, but all of the RelatedIndebtedness in accordance with the terms of the Related Loan Documents.Borrower and the Related Borrowers are jointly and severally liable for thepayment of the Total Indebtedness. Lender at its option may treat the Loanand 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 theTotal Indebtedness, as a single, integrated indebtedness of Borrower.

 

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

 

(c)                                  It is the intention of Lender and Borrowerthat Borrower’s obligations to pay the Related Indebtedness shall beindependent, primary, and absolute, and shall be performed without demand byLender and shall be unconditional irrespective of the genuineness, validity, regularityor enforceability of any of the Related Loan Documents, and without regard toany circumstance, other than payment in full of the Related Indebtedness, whichmight otherwise constitute a legal or equitable discharge of a borrower, amortgagor, a surety, or a guarantor. Borrower waives, to the fullest extentpermitted by law, all rights to require Lender to proceed against any RelatedBorrower or against any guarantor of any of the Total Indebtedness or to pursueany other right or remedy Lender may now or hereafter have against anyRelated Borrower or any collateral for any of the Total Indebtedness.

 

**3.****                                     ****Amendment of Instrument to GrantAdditional Security.** To theextent that the Instrument does not already secure the Related Indebtedness,the Instrument is hereby amended to provide that the Instrument secures theobligation of Borrower and the Related Borrowers to pay the RelatedIndebtedness as well as the obligation of Borrower and the Related Borrowers topay the Indebtedness. Borrower hereby irrevocably mortgages, grants, conveysand assigns to Lender the Mortgaged Property, to secure to Lender payment ofthe Related Indebtedness and performance of the covenants and agreements containedin the Related Loan Documents, as well as to secure to Lender payment of theIndebtedness and performance of the covenants and agreements contained in theLoan Documents.

 

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

 

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

 

4

----

 

notconstitute an Event of Default unless such failure is not cured by Borrowerwithin ninety (90) days after Borrower’s receipt of notice from Lenderidentifying such default or breach;

 

(b)                                 any event of default under the HedgeAssignment; and

 

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

 

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

 

**6.****                                     ****Remedies.**

 

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

 

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

 

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

 

(b)                                 Lender may exercise such remedies in oneor more proceedings, whether contemporaneous or consecutive or a combination ofboth, to be determined by Lender in its sole discretion. Lender may enforceits rights against the Mortgaged Property or the Total Property, or anyportions of the Mortgaged Property or the Total Property, in such order andmanner as Lender may elect in Lender’s sole discretion. The enforcement ofthe Instrument or any Related Instrument or any other of the Total LoanDocuments shall not constitute an election of remedies, and shall not limit orpreclude the enforcement of the Instrument or any other Related Instrument orany other of the Total Loan Documents, through one or more additionalproceedings. Lender may bring any action or proceeding, including but notlimited to foreclosure proceedings, without regard to the fact that one or moreother proceedings may have been commenced elsewhere with respect to otherof the Total Property or any portion thereof. Borrower, for itself and for anyand all persons or entities now or in the future holding or claiming any lienon, security interest in, or other interest or right of any nature in or to anyof the Mortgaged Property, hereby unconditionally and irrevocably waives anyrights Borrower may have, now or in the future, whether at law or inequity, to require Lender to enforce or exercise any of Lender’s rights orremedies under this Agreement, under the Instrument, or under any other of theTotal Loan Document in any particular manner or order or in any particularstate or county, or to apply the proceeds of any foreclosure in any particularmanner or order.

 

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

 

5

----

 

Notwithstandingany foreclosure of the Instrument or any of the Related Instruments, Borrowershall remain bound under this Agreement.

 

**7.****                                     ****Application of Proceeds.**Proceeds of the enforcement or foreclosure ofthe Instrument or any Related Instrument shall be applied first to therepayment of the Indebtedness. Any funds remaining after such application shallbe applied to the payment of the Related Indebtedness (including prepaymentpremiums) in such order as Lender may determine in Lender’s solediscretion.

 

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

 

**9.****                                     ****Borrower’s Rights ofSubrogation,****Etc.** Until the Total Indebtedness has been paidin full and there has expired the maximum possible period thereafter duringwhich any payment to Lender with respect to the Total Indebtedness could bedeemed a preference under the United States Bankruptcy Code, Borrower shallhave no right of, and hereby waives any claim for, subrogation, contribution,reimbursement or indemnity (whether contractual, statutory, equitable, undercommon law or otherwise) which Borrower has now or may have in the futureagainst any of the Related Borrowers or any of the Related Properties or againstany guarantor or security for any of the Total Indebtedness. Borrowerunderstands that the exercise by Lender of certain rights and remediescontained in the Instrument or any one or more of the Related Instruments may affector eliminate Borrower’s right of subrogation against a Related Borrower and that Borrower may therefore incur apartially or totally non-reimbursable liability under this Agreement.Nevertheless, Borrower hereby authorizes and empowers Lender, in Lender’s soleand absolute discretion, to exercise any right or remedy, or any combinationthereof, which may then be available.

 

**10.****                              ****Subordination of Obligationsto Borrower.**Anyindebtedness or other obligation of a RelatedBorrower held by Borrower shall be subordinate to the rights of Lender againstthat Related Borrower. If Lender so requests at a time when an Event of Defaulthas occurred, Borrower shall enforce and collect any such indebtedness or otherobligation 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 withoutthe consent of, or notice to, Borrower, without incurring liability toBorrower, and without impairing or releasing Borrower’s liability for theRelated 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 oralter, any of the Related Indebtedness, any security for the RelatedIndebtedness, or any liability incurred directly or indirectly with respect tothe Related Indebtedness;

 

6

----

 

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

 

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

 

(d)                                  release or substitute any one or moreendorsers, guarantors, or other obligors with respect to any of the RelatedIndebtedness;

 

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

 

(f)                                     consent to or waive any breach by Borrower orany Related Borrower of; or any act, omission or default by Borrower or anyRelated 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 thisAgreement and the Total Loan Documents, Borrower waives presentment, demand,notice of dishonor, protest, notice of acceleration, notice of intent to demandor accelerate payment or maturity, presentment for payment, notice ofnonpayment, grace, and diligence in Collecting such obligations.

 

(b)                               Lender shall have the right to determine in its discretion whether andthe order in which any or all of the Total Property or portions thereof shallbe subjected to the remedies provided in the Total Loan Documents or applicablelaw. Lender shall have the right to determine in its discretion the order inwhich any or all portions of the Total Indebtedness arc satisfied from theproceeds realized upon the exercise of such remedies. Borrower and any partywho now or in the future acquires a lien on or security interest or otherinterest in any of the Mortgaged Property hereby unconditionally andirrevocably waives any and all right to require the marshalling of assets or torequire that any of the Total Property or portions thereof be sold in the inverseorder of alienation or in parcels or as an entirety in connection with the exerciseof any such remedies.

 

**13.****                              ****Limited-Recourse Liability.**

 

(a)                                  Borrower’s personal liability (liabilitybeyond Borrower’s interest in the MortgagedProperty) for the Related Indebtedness shall be limited to the same extent asthe personal liability of the Related Borrowers is limited in the Related LoanDocuments.

 

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

 

7

----

 

officer,agent, employee or trustee of Tishman Speyer Properties, L.P., its subsidiariesand affiliates (collectively, the “Exculpated Parties”), shall be personallyliable for the payment of the Indebtedness or the performance of any of theobligations 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 bebrought against any of the Exculpated Parties; provided, however, the foregoingshall not affect the obligations of any guarantor under any indemnity orguaranty executed (on or after the date hereof) in connection with the Loan.

 

**14.****                              ****Release Provisions.**

 

(a)                                   Anything in the Instrument to the contrarynotwithstanding, Lender shall release the Mortgaged Property from theInstrument and this Agreement and the lien created hereby only upon (i) paymentin 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 theInstrument dealing with the delivery of a Letter of Credit

 

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

 

(i)                                   Lender has received from Borrower at leastthirty (30) days’ prior written notice of the approximate date proposed forsuch release (the **“Release Date”**),which notice shall be delivered together with the financial statements andother information described in subsection (iii) below and may berescinded and revoked by Borrower at any time by written notice given to Lenderprovided Borrower pays to Lender at the time of its notice of revocation, allactual out-of-pocket costs and expenses incurred by Lender in anticipation ofthe release including, but not limited to, reasonable attorney’s fees andexpenses and any fees and actual out-of-pocket costs and expenses of anyservicer.

 

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

 

(iii)                             Unless Borrower pays the Release Price setforth below, the release will notcause the combined Debt Service Coverage Ratio of the Related Properties after the proposed release to beless than the greater of (x) 1.20:1,and (y) the combined Debt Service Coverage Ratio of the Total Property immediately prior to the proposedrelease; and the release will notcause the combined Loan to Value Ratio of the Related Properties after the proposed release to exceed thelesser of (x) 60% and (y) the combinedLoan 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 theTotal Property, as applicable, theratio of (A) the aggregate annual net operating income from the operations of the Related Properties or theTotal Property, as applicable, at thetime 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 asdetermined by Lender in its reasonable discretion considering factors such asincome in place at the time of the proposed release and income during thepreceding twelve months, and actual, historical and anticipated operatingexpenses. 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 theRelated Indebtedness or the Total Indebtedness, as applicable, to (B) theaggregate values of the Related Properties or Total Property, as applicable. Inthe event Borrower and Lender do not agree as to the value of any of the TotalProperty, Lender will obtain, at Borrower’s expense, an MAI appraisal of theproperty or properties that is the subject of the disagreement.  Borrower shall provide Lender such financialstatements and other information (including MAI appraisals as noted above)Lender may reasonably require to make these determinations, and acertificate 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 herindividual capacity, that such statements are true, correct and complete in allmaterial respects and certifying that all conditions precedent to the release ofthe Mortgaged Property contained in this Section 14(b) have beencomplied with, and Lender shall have a reasonable time, not to exceed 15 daysfrom Lender’s acknowledgment of the receipt of all of such information requiredto make the determinations called far by this subsection (iii). Borrower may notpartially prepay the Indebtedness in order to satisfy the requirements of thissubsection (iii), except as provided in subsection (vi)(2) below.

 

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

 

(v)                               Lender shall have received such endorsementsto Lender’s title insurance policies for the Related Instruments as Lender may reasonablyrequire, insuring Lender that the priority of the liens of the RelatedInstrument remain unaffected by the release.

 

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

 

 

9

----

 

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

 

(2)                            At Borrower’s option in lieu of satisfyingthe requirements of subsection 14(b)(iii) above, but subject to therequirements of 14(b)(iv) above, a release price (the **“ReleasePrice”**) equal to ten percent (10%) of the outstanding principalbalance of the Indebtedness, to be applied by Lender to reduce the principalamount of one or more of the Related Loans (each, a **“PrepaidLoan”**). Lender shall allocate the Release Price pro-rata among theRelated Loans unless an individual property’s debt service coverage ratio isless than 1.20:1 and/or loan to value ratio is greater than 60%, in which caseLender will apply the Release Price to that specific property, until therequired 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 thenumber of properties within the Total Property at the time of Borrower’s noticeof the proposed release (for example, if the Total Property consists at thetime of the Mortgaged Property and 10 Related Properties, the administrativefee will be $5,000 x 11 = $55,000), and Borrower shall pay to Lender the amountof all of actual out-of-pocket costs and expenses incurred by Lender, includingwithout limitation reasonable attorneys’ fees, in connection with therelease of the Mortgaged Property.

 

(vii)                       Lender shall have received evidence that the Mortgaged Property shallbe conveyed to a Person other than Borrower or its general partner or managingmember, 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 forthIn Mezzanine Loan documents with respect to a release of the security interestcorresponding to the release requested pursuant to this Section 14 and (ii) MezzanineLender has delivered (or is simultaneously delivering) such release toMezzanine Borrower.

 

**15.****                              ****Notices.**All notices to Borrower under this Agreementshall be in writing and shall be given in the manner provided in the applicableInstruments for notices to Borrower. All notices to Lender by Borrower underthis Agreement shall be in writing and shall be given in the manner in the**Instrumentfor notices to Lender.

 

**16.****                              ****Governing Law; Jurisdiction andVenue,** This Agreement shallbe governed by and construed in accordance with the laws of the State in whichthe Mortgaged Property is located. Borrower irrevocably submits to thejurisdiction of any federal or state court sitting in (a) any state orjurisdiction in which the Mortgaged Property or any of the Related Propertiesis located, and (b) the Commonwealth of Virginia, over any suit, action orproceeding arising out of or relating to this Agreement, Borrower herebysubmits to the *in personam*jurisdictionof each such court in any matter involving this Agreement Borrower irrevocablywaives, to the fullest

 

10

----

 

extentpermitted under applicable law, any objections it may now or hereafterhave to the venue of any suit, action or proceeding brought in any such courtand any claim that the same has been brought in an inconvenient forum. Borroweracknowledges that it has received material and substantial consideration forthe cross-collateralization of the Mortgaged Property and the RelatedProperties and that the foregoing venue provision is integral to the Lender’srealization of its rights hereunder. Borrower further acknowledges that it isnot in disparate bargaining position, that it is a commercial enterprise, withsophisticated financial, legal and economic experience, that the venue selections contained herein are not unreasonable,unjust, inconvenient or overreaching.

 

**17.****                              ****Captions, Cross References andExhibits.** The captionsassigned to provisions of this Agreement are for convenience only and shall bedisregarded 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 ofthis Agreement, to a subsection of the section of this Agreement inwhich the reference appears or to an Exhibit attached to this Agreement. AllExhibits referred to in this Agreement arc hereby incorporated by reference.

 

**18.****                              ****Number and Gender.** Use of the singular in this Agreementincludes the plural, use of the plural includes the singular, and use of onegender includes all other genders, as the context may require.

 

**19.****                              ****Statutes and Regulations.** Any reference in this Agreement to a statuteor regulation shall include allamendments to and successors to such statute or regulation, whether adopted beforeor after the date of this Agreement.

 

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

 

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

 

**22.****                              ****Severability.** The invalidity or unenforceability of anyprovision 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 remedygiven under this Agreement orexisting at law or in equity shall not constitute a waiver of or preclude theexercise of that or any other right or remedy. Unless otherwise explicitlyprovided, no remedy under this Agreement is intended to be exclusive of anyother available remedy, but each remedy shall be cumulative and shall be inaddition to other remedies given under this Agreement or existing at law or inequity.

 

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

 

11

----

 

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

 

**26.****                              ****Further Assurances andCorrective Instruments.**Tothe 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 reasonablybe required for carrying out the intention of or facilitating the performanceof this Agreement.

 

**27.****                              ****No****Party Deemed Drafter.**Noparty shall be deemed the drafter of this Agreement, and this Agreement shallnot 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 BYJURY WITH RESPECT TO ANY ISSUE ARISING OUT’ OF THIS AGREEMENT -THAT IS TRIABLEOF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECTTO 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-COLLATHRALIZATIONAGREEMENT - ARCHSTONE BOSTON COMMON

 

----

 

**ACKNOWLEDGMENT**

 
| STATE  OF New York  | )    |
|---------------------|------|
|                | )ss. |
| COUNTY  OF New York | )    |

 

On this 4 day of October, 2007, before me, the undersigned notarypublic, personally appeared Christine Goodgold, proved to me through satisfactoryevidence of identification, which were [drivers license, picture id], to be theperson whose name is signed on the preceding or attached document, andacknowledged to me that [he] [she] signed it voluntarily for its statedpurposes as Authorized Signatory of ASN PARK ESSEX LLC, a Delaware limitedliability company,

 
| /s/  R. Douglas Burleson |   | [official  signature and seal of notary] |
|--------------------------|--------|------------------------------------------|

 

NotaryPublic (Printed Name): R. Douglas Burleson

MyCommission Expires;

 

DOUGLAS BURLESON

Notary Public, State of Newark

NO.01BU6110252

Qualified in New York County

Commission Expires May 24, 2008

 

----

 

LEHMAN BROTHERS HOLDINGS INC., aDelaware 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 notarypublic, personally appeared Charlene H. Thomas proved to me throughsatisfactory evidence of identification, which were [drivers license, picture id],to be the person whose name is signed on the preceding or attached document andacknowledged to me that [he][she] signed it voluntarily for its stated purposesas AUTHORIZED SIGNATORY of LEHMAN BROTHERS HOLDINGS INC., a Delawarecorporation.

 

 
| /s/  Milagros Alicea |   | [official  signature and seal of notary] |
|----------------------|--------|------------------------------------------|

 

NotaryPublic (Printed Name): Milagros Alicea

MyCommission Expires: May 1, 2010

 

MILAGROS ALICEA

Notary Public,State of New York

No. 01AL6144813

Qualified in BronxCounty

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 notarypublic, personally appeared Lori Rung, proved to me through satisfactoryevidence of identification, which were [drivers license, picture id], to be theperson whose name is signed on the preceding or attached document and acknowledgedto me that [he] [she] signed it voluntarily for its stated purposes as V. P. ofBARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation.

 

 
| [ILLEGIBLE] |   | [official  signature and seal of notary] |
|-------------|--------|------------------------------------------|

 

NotaryPublic (Printed Name):

MyCommission Expires:

 

AERI YUN

NOTARY PUBLIC,State of**New York

No.01YU [ILLEGIBLE]

Qualified InNassau County

Commission ExpiresDecember 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 notarypublic, personally appeared Andrew Baltz,**provedto me through satisfactory evidence of identification, which were [driverslicense, picture id], to be the person whose name is signed on the preceding orattached document, and acknowledged to me that [he][she] signed it voluntarilyfor its stated purposes as Principal of BANK OF AMERICA, N.A., a nationalbanking association.

 
| ILLEGIBLE |   | [official  signature and seal of notary] |
|-----------|--------|------------------------------------------|

 

Notary Public (PrintedName):

My Commission Expires:

 

AERI YUN

NOTARY PUBLIC,State of New York

No.01YU [ILLEGIBLE]

Qualified InNassau County

Commission ExpiresDecember 26, 2010

 

----

 

**EXHIBIT A**

 

PropertyDescription

 

A-1

----

 

**EXHIBIT A**

 

(Legal Description)

 

PARCEL 1:

 

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

 

Westerly by WashingtonStreet, 81.70 feet;

 

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

 

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

 

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

 

Easterly again by landnow or formerly of Shoppers Garage, Inc., as shown on said plan, on fourlines 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 aplan entitled “Plan of Land In Boston, Mass.” dated September 26,1946 byWilliam S. Crocker, C.E., recorded with Suffolk County Registry of Deeds InBook 6260, Page 151.

 

There are appurtenant tothe above-described premises the right to use the passageway designated “CoveredPassage” on the September 26,1946 plan for all usual purposes for whichpassageways of a similar character are commonly used in the City of Boston in commonwith the owners of the property over which the passageway extends, all as setforth in an agreement dated August 21,1924 between Henry C. Brookings andFanny 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 toother terms of the agreement.

 

PARCEL2:

 

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

 

Westerly on WashingtonStreet, 33.20 feet;

 

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

 

Westerly on the same,19.07 feet;

 

Southerly on apassageway, four feet wide, 54.66 feet;

 

ArchstoneBoston Common, Suffolk County, MA, HoIdCo.

 

----

 

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

 

Northerly on the same,3.50 feet;

 

Easterly on the same, 12feet;

 

Southerly on the same,29.62 feet;

 

Westerly on the same, 12feet;

 

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 theproperty next referred to;

 

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

 

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

 

Easterly on the same,0.93 feet;

 

Northerly In part onthe same, in part on a passageway 3.25 feet wide, In part on Parcel 2on the plan at Book 5709, Page 270, in part on a Court known asHersey 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 formerlyof 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 bya line running through the middle of the party wall 121.27 feet.

 

PARCEL 3:

 

Thepremises known as and numbered, now or formerly, 4 and 5 Hersey Place,shown as Parcel *2*on the plan atBook 5709, Page 270, and bounded and described as follows:

 

Westerly on said Place,38.29 feet;

 

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

 

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

 

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

 

----

 

PARCEL 4:

 

The premises known as andnumbered, now or formerly, 646 Washington Street and bounded and described asfollows:

 

Westerly on WashingtonStreet, about 25 feet;

 

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

 

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

 

Southerly by said Parcel1, 121.27 feet.

 

PARCEL 5:

 

The premises consistingof a place or passageway known as Hersey Place, extending southerly fromHarrison Avenue, bounded Essex Street at a point about 122.66 feet westerlyfrom and described as follows:

 

Northerly by thesoutherly line of Essex Street, 8.65 feet;

 

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

 

Northerly by saidShattuck land, 2.96 feet;

 

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

 

Samuel Carr, Trustee,60.565 feet,

 

Southerly by other landof said Carr, Trustee, 20.18 feet;

 

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

 

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

 

Westerly by said Barkerland, 68.77 feet

 

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

 

PARCEL 6:

 

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

 

Northerly by land now orformerly of William Trustees being another portion of passageway and shown asLot C on said plan, 2.59 feet;

 

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

 

----

 

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

 

Westerly by other land ofsaid Carr, Trustee, 39.48 feet.

 

PARCEL 7:

 

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

 

Beginning at a point87.33 feet S 23 degrees 03’ 01” W from the southeast corner of the intersection ofEssex Street and Washington Street; thence

 

S 74 degrees 03’ 36” E107.67 feet partly through a partition wall; thence

 

S 85 degrees 48’ 09” E2.82 feet along a passageway; thence

 

N 04 degrees 11’ 51” E37.57 feet along a passageway; thence

 

S 85 degrees 22’ 24” E61.06 feet along a passageway; thence

 

S 02 degrees 38’ 27” W57.87 feet along the side of Hersey Place; thence

 

N 84 degrees 53’ 34” W35.14 feet; thence

 

S 05 degrees 08’ 49” W30.09 feet through a partition wall; thence

 

N 84 degrees 46’ 59” W31.38 feet through a partition wall; thence

 

N 07 degrees 06’ 13” E15.00 feet through a partition wall; thence

 

N 71 degrees 17’ 00” W42.95 feet through a partition wall; thence

 

N 72 degrees 53’ 03” W51.01 feet through a partition wall; thence

 

N 71 degrees 53’ 00” W21.00 feet through a partition wall; thence

 

N 17 degrees 44’ 57” W30.26 feet along Washington Street to the point of beginning.

 

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

 

PARCEL 8: 

AIR RIGHTS

 

Parcel A

 

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

 

----

 

68.19, commencing at theintersection of the northerly sideline of Beach Street with the easterlysideline of Washington Street thence running S 65° 51’20’ E, a distance of 26.50feet 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 andrunning S 64° 12, 70” E, a distance of 44.22 feet to a point; Thence turningand running S 25° 47’40” W, a distance of 2.33 feet to a point; Thence turningand running N 64° 12’20” W, a distance of 44.19 feet to a point; Thence turningand running N 65° 51’20” W, a distance of 63. 77 feet to a point;

 

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

 

Containing an area of 246square feet, as shown as Taking “A” on a plan entitled: “Boston RedevelopmentAuthority Taking Plan Washington Street, Essex Street, & Beach StreetBoston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book31238, Page 049.

 

Parcel E

 

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

 

Thence turning andrunning 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 runningS 69° 05’03” E, a distance of 1.33 feet to a point on the easterly sideline ofWashington Street;

 

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

 

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

 

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

 

Parcel F

 

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

 

Thence turning andrunning S 69° 32’29” E, a distance of 7.98 feet to a point on the easterlysideline of Washington Street;

 

----

 

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

 

Containing an area of 120square feet, as shown as Taking “F” on a plan entitled; “Boston RedevelopmentAuthority Taking Plan Washington Street, Essex Street, & Beach StreetBoston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book31238, Page 049.

 

Parcel G

 

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

 

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

 

Thence turning andrunning S 69° 32’29n E, a distance of 1.00 foot to a point on theeasterly sideline of Washington Street;

 

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

 

Containing an area of 2square feet, as shown as Taking “G” on a plan entitled: “Boston RedevelopmentAuthority Taking plan Washington Street, Essex Street, & Beach StreetBoston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book31238, Page 049.

 

Parcel H

 

A portion of WashingtonStreet in Boston Proper, vertically above the street from elevation 29.50 toelevation 37.50, commencing at the intersection of the northerly sidelineof Beach Street with the easterly sideline of Washington Street thence runningN 20° 15’ 14 E, a distance of 81.70 feet and N 20° 27’31” E, a distance of28.40 feet along the easterly sideline of Washington Street to the point ofbeginning; Thence turning and running N 69° 32’29” W, a distance of 1.00 footto a point; Thence turning and running N 20° 27’31” E, a distance of 2.00 feetto a point;

 

Thence turning andrunning S 69° 32’29” E, a distance of 1.00 foot to a point on the easterlysideline of Washington Street;

 

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

 

Containing an area of 2square feet, as shown as Taking “H” on a plan entitled: “Boston RedevelopmentAuthority Taking Plan Washington Street, Essex Street, & Beach StreetBoston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book31238, Page 049.

 

Parcel D

 

A portion of WashingtonStreet in Boston Proper, vertically above the street from elevation 84.78 toelevation 86.20, commencing at the intersection of the northerly sidelineof

 

----

 

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

 

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

 

Thence turning andrunning S 69° 05’59” E, a distance of 2.33 feet to a point on the easterlysideline of Washington Street;

 

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

 

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

 

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

 

Containing an area of 216square feet, as shown as Taking “D” on a plan entitled: “Boston RedevelopmentAuthority Taking Plan Washington Street, Essex Street & Beach StreetBoston Proper” dated March 25, 2003 by Judith Nitsch Engineering, Inc.,consisting of 2 sheets and recorded in Suffolk County Registry of Deeds in Book31238, Page 49.

 

APPURTENANT EASEMENTS;

 

Perpetual EasementAgreement, dated June 9, 2003 by and between On Luck Housing Development, Inc.and ASN Park Essex LLC and Ameriton Properties Incorporated, recorded in Book31735, Page 195;

 

Perpetual EasementAgreement, dated June 9, 2003 by and between LE Housing Limited Partnershipand ASN Park Essex LLC and Ameriton Properties Incorporated, recorded in Book31735, Page 270;

 

Perpetual EasementAgreement, dated June 9, 2003 by and between Liberty Tree Associates, LLCand ASN Park Essex LLC and Ameriton Properties Incorporated, recorded In Book31999, Page 275.

 

----