AGREEMENT FOR ASSIGNMENT OF LLC INTERESTS from GF II/GMH II LLC to AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP

Exhibit 1.1

AGREEMENT FOR ASSIGNMENT OF LLC INTERESTS
from
XX XX/GMH II LLC
to
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP

This AGREEMENT FOR ASSIGNMENT OF LLC INTERESTS (this “Agreement”) is executed and delivered as of the 1^st day of June, 2010 (the “Effective Date”), by XX XX/GMH II LLC, a Massachusetts limited liability company (“Assignor”), and American Campus Communities Operating Partnership LP, a Maryland limited partnership (“Assignee”).

BACKGROUND

A. Pursuant to that certain Limited Liability Company Agreement of GMH/XX XX Student Housing Associates II, LLC dated as of April 12, 2007 (the “Venture Agreement”), Assignor and College Park Investments, LLC, a Delaware limited liability company (the “ACC Member”), a wholly-owned subsidiary of Assignee, are all of the members of GMH/XX XX Student Housing Associates II, LLC, a Delaware limited liability company (the “Venture”).

B. Pursuant to that certain Operating Agreement of GMH/XX Xxxxxx Associates Intermediate, LLC dated as of April 12, 2007 (the “Uptown LLC Agreement”), the Venture is the sole member and manager of GMH/XX Xxxxxx Associates Intermediate, LLC, a Delaware limited liability company (the “Uptown Intermediary”). Pursuant to that certain Limited Liability Agreement of GMH/XX Xxxxxx Associates, LLC dated as of April 12, 2007 executed by the Uptown Intermediary, the Uptown Intermediary is the sole member and manager of GMH/XX XX Xxxxxx Associates, LLC, a Delaware limited liability company (the “Uptown Property Owner”), which is the owner of the Uptown Apartments in Denton, Texas and more particularly described on Exhibit A-1 attached hereto (the “Uptown Property”).

C. Pursuant to that certain Operating Agreement of GMH/GF University Walk Associates Intermediate, LLC dated as of April 12, 2007 (the “University Walk LLC Agreement”), the Venture is the sole member and manager of GMH/GF University Walk Intermediate, LLC, a Delaware limited liability company (the “University Walk Intermediary”). Pursuant to that certain Limited Liability Agreement of GMH/GF University Walk Associates, LLC dated as of April 12, 2007, the University Walk Intermediary is the sole member and manager of GMH/GF University Walk Associates, LLC, a Delaware limited liability company (the “University Walk Property Owner”), which is the owner of the University Walk Apartments in Charlotte, North Carolina and more particularly described on Exhibit A-2 attached hereto (the “University Walk Property”).

D. Pursuant to that certain Operating Agreement of GMH/GF Campus Edge Associates Intermediate, LLC dated as of April 12, 2007 (the “Edge I LLC Agreement”), the Venture is the sole member and manager of GMH/GF Campus Edge Associates Intermediate, LLC, a Delaware limited liability company (the “Edge I Intermediary”). Pursuant to that certain Limited Liability Agreement of GMH/GF Campus Edge Associates, LLC dated as of April 12, 2007, the Edge I Intermediary is the sole member and manager of GMH/GF Campus Edge Associates, LLC, a Delaware limited liability company (the “Edge I Property Owner”), which is

the owner of The Edge I Apartments in Charlotte, North Carolina and more particularly described on Exhibit A-3 attached hereto (the “Edge I Property”).

E. Pursuant to that certain Operating Agreement of GMH/GF Varsity Lane Associates Intermediate, LLC dated as of June 27, 2007 (the “Edge II LLC Agreement” and, together with the Uptown LLC Agreement, the University Walk LLC Agreement and the Edge I LLC Agreement, the “LLC Agreements”), the Venture is the sole member and manager of GMH/GF Varsity Lane Associates Intermediate, LLC, a Delaware limited liability company (the “Edge II Intermediary” and, together with the Uptown Intermediary, the Campus Walk Intermediary and the Edge I Intermediary, the “Intermediaries” and individually, an “Intermediary”). The membership interests held by the Venture in the Intermediaries (including all rights to any and all distributions, assets, profits and losses relating thereto and all voting, management and other economic and non-economic rights otherwise accruing as the sole member of each of the Intermediaries) are collectively referred to as the “LLC Interests.” Pursuant to that certain Limited Liability Agreement of GMH/GF Varsity Lane Associates, LLC dated June 27, 2007, the Edge II Intermediary is the sole member and manager of GMH/GF Varsity Land Associates, LLC, a Delaware limited liability company (the “Edge II Property Owner” and, together with the Uptown Property Owner, the Campus Walk Property Owner and the Edge I Property Owner, the “Property Owners” and individually, a “Property Owner”), which is the owner of The Edge II Apartments in Charlotte, North Carolina and more particularly described on Exhibit A-4 attached hereto (the “Edge II Property” and, together with the Uptown Property, the University Walk Property and the Edge I Property, the “Properties”).

F. Subject to the terms hereof, Assignor and Assignee, through the ACC Member, intend to cause the Venture to distribute the LLC Interests and the Reserve Account Balance (as defined below) to Assignor and Assignee in proportion to Assignor’s and the ACC Member’s respective percentage interests in the Venture (i.e., 90% to Assignor and 10% to Assignee) and immediately following such distribution, subject to the terms hereof, Assignor intends to assign to Assignee, and Assignee intends to accept from Assignor, all of Assignor’s right, title and interest in the Distributed GF LLC Interests (as defined below), for and in consideration of the payment by Assignee to Assignor of Fourteen Million One Hundred Fifty Thousand and 00/100 Dollars ($14,150,000.00) (as such amount may be adjusted pursuant to Section 5(c) of this Agreement, the “Assignment Payment”). The Venture has joined in this Agreement to evidence its agreement to distribute the LLC Interests and the Reserve Account Balance to Assignor and the ACC Member upon satisfaction of the Distribution Conditions (as defined below). The ACC Member has joined in this Agreement to evidence its agreement to cause the Venture to distribute the LLC Interests and the Reserve Account Balance to Assignor and the ACC Member upon satisfaction of the Distribution Conditions (as defined below).

G. On the Effective Date, Assignee and GF III/ACC LLC, a Delaware limited liability company (the “Fidelity Fund III Member”), are entering into an Agreement for Assignment of LLC Interests (as the same may be amended, the “Fund III Assignment Agreement”) pursuant to which the Fidelity Fund III Member agreed to assign its interest in ACC/GF III Student Housing Associates III, LLC, a Delaware limited liability company, to Assignee.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignment; Xxxxxxx Money; Remedies

(a) Assignment. On the Closing Date (as defined below), in consideration of receipt of the Assignment Payment, provided the Venture Distribution (as defined below) has occurred, Assignor shall assign, deliver, transfer and set over to Assignee all of Assignor’s right, title and interest in the 90% membership interest in each of the Intermediaries received by Assignor in the Venture Distribution (which shall include all rights to any and all distributions, assets, profits and losses relating thereto and all voting, management and other economic and non-economic rights otherwise accruing with respect to such 90% membership interest in each of the Intermediaries (collectively, the “Distributed GF LLC Interests”), and Assignee shall accept the assignment of the Distributed GF LLC Interests, pursuant to an Assignment of LLC Interests Agreement in substantially the form attached hereto as Exhibit B (the “Assignment”), with the Assignment Payment to be allocated with respect to the interests in the Intermediaries in the amounts agreed upon by the parties prior to Closing (as defined below). On the Closing Date, Assignee shall amend and restate the applicable limited liability company agreements of the Intermediaries to provide, among other things, that Assignee is the sole member of the applicable Intermediary.

(b) Xxxxxxx Money. Assignee agrees to deposit Six Hundred Sixty Thousand and 00/100 Dollars ($660,000.00) as xxxxxxx money (together with the interest earned thereon, the “Xxxxxxx Money”) with Heritage Title Company of Austin, Inc., Attention: Xxx Xxxxxx (“Escrow Agent”), within two (2) business days after the Effective Date, receipt of which shall be acknowledged by Escrow Agent. Except as otherwise provided in this Agreement, the Xxxxxxx Money shall be non-refundable. The Xxxxxxx Money shall be applied as a credit to the Assignment Payment at Closing. In the event of a termination of this Agreement, the Xxxxxxx Money shall be delivered to the party hereto entitled to same pursuant to the terms hereof on or before the fifth (5^th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Xxxxxxx Money prior to the end of the fourth (4^th) business day following receipt of termination; provided, however, that if the Xxxxxxx Money is to be paid to Assignor, Escrow Agent shall, without any further authorization or instruction from Assignor or any other party, pay $100.00 of the Xxxxxxx Money to Assignee as independent consideration for this Agreement. In the event of such a dispute, Escrow Agent may interplead the Xxxxxxx Money into a court of competent jurisdiction in the county in which the Xxxxxxx Money has been deposited. All attorneys’ fees and costs and Escrow Agent’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to both parties, then in the inverse proportion of such distribution.

(c) Assignor’s Remedies. (i) If Assignee fails to make the Assignment Payment to Assignor when required to do so hereunder, breaches the covenants in Section 5(b) to

the extent described in Section 5(b)(ii) hereof, or materially breaches its obligations under Section 6(c) hereof, then Assignor, as its sole and exclusive remedy therefor, may elect to terminate this Agreement by written notice to Assignee and Escrow Agent stating that such failure or breach has occurred, and in such event, subject to the dispute mechanism in Section 1(b), the Xxxxxxx Money shall be paid over to Assignor as liquidated damages and this Agreement shall terminate, and (ii) if Assignee otherwise defaults with respect to any other material covenant or obligation under this Agreement, and such default remains uncured for ten (10) business days after written notice from Assignor, then Assignor, as its sole and exclusive remedy therefor, may elect to terminate this Agreement by written notice to Assignee and Escrow Agent stating that such default has occurred, and in such event, the Xxxxxxx Money shall be returned to Assignee and this Agreement shall terminate. Assignor waives all remedies for Assignee’s defaults under this Agreement, except those specifically provided for in this Section 1(c). Assignor and Assignee acknowledge that Assignor’s damages would be difficult or impossible to ascertain in the event of any failure or breach by Assignee which is described in clause (i) above, and that the liquidated damages provided for in this Section 1(c) are a reasonable estimate of Assignor’s damages. Assignor and Assignee acknowledge that the amount of the liquidated damages has been set taking into account various factors, including the potential for change in value of the Distributed GF LLC Interests. The remedies provided in this Section 1(c) are exclusive and Assignor expressly waives all other remedies, claims and causes of action (including any right to obtain lost profits or actual, consequential, special or any other damages from Assignee or its affiliates) for Assignee’s failure in performance or default.

(d) Assignee’s Remedies. (i) If Assignor fails to transfer the Distributed GF LLC Interests to Assignee when required to do so hereunder or materially breaches its obligations under Section 6(b) hereof, then Assignee, as its sole and exclusive remedy therefor may either (x) elect to terminate this Agreement by written notice to Assignor and Escrow Agent stating that such failure has occurred, and in such event, subject to the dispute mechanism in Section 1(b), the Xxxxxxx Money shall be returned to Assignee and this Agreement shall terminate, or (y) enforce specific performance of Assignor’s obligation, provided that as a condition precedent to Assignee exercising any right to bring an action for specific performance as the result of such failure, Assignee must commence such action within thirty (30) days after the occurrence of such failure, and Assignee agrees that its failure timely to commence such an action for specific performance within such thirty (30) day period shall be deemed a waiver by it of its right to commence such an action , and (ii) if Assignor otherwise defaults with respect to any other material covenant or obligation under this Agreement, and such default remains uncured for ten (10) business days after written notice from Assignee, then Assignee, as its sole and exclusive remedy therefor, may elect to terminate this Agreement by written notice to Assignor and Escrow Agent stating that such default has occurred, and in such event, the Xxxxxxx Money shall be returned to Assignee and this Agreement shall terminate.. The remedies provided in this Section 1(d) are exclusive, and Assignee expressly waives all other remedies, claims and causes of action (including any right to obtain lost profits or actual, consequential, special or any other damages from Assignor or its affiliates) for Assignor’s failure in performance or default.

2. Representations of Assignor. Assignor hereby represents and warrants to Assignee as follows:

(a) This Agreement has been, and the Assignment will be, duly authorized, executed and delivered by Assignor and all consents required under Assignor’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, the legal, valid and binding obligation of Assignor, enforceable in accordance with its terms and does not violate any provisions of any agreement or judicial or administrative order to which Assignor is a party or to which Assignor is subject.

(b) Assignor is a limited liability company duly formed, currently existing and in good standing under the laws of the Commonwealth of Massachusetts and has the limited liability company power and authority to consummate the transactions contemplated by this Agreement and the Assignment.

(c) Assignor is not a foreign corporation, foreign partnership or foreign estate (as such terms are defined in Section 1445 of the Internal Revenue Code).

(d) Immediately following the Venture Distribution, to Assignor’s knowledge, the Assignor will be the sole owner of the Distributed GF LLC Interests, and immediately prior to the assignment of the Distributed GF LLC Interests from Assignor to Assignee, the Distributed GF LLC Interests will not have been sold, transferred, assigned, pledged or encumbered by Assignor, except to Assignee pursuant to this Agreement.

(e) During its period of ownership of the Distributed GF LLC Interests, Assignor will not have caused any of the ownership and member interests in any of the Intermediaries or the Property Owners to have been sold, transferred, assigned, pledged or encumbered.

To the extent that (A) Assignee has actual knowledge or is deemed to know that Assignor’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignor’s representations or warranties set forth in this Agreement was caused by the act or omission of Assignee or any affiliate of Assignee (including without limitation in any capacity described in the following sentence), such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. For purposes of this Agreement, Assignee shall be “deemed to know” all facts and information known to or constructively known by Assignee or any affiliate of Assignee, including any affiliate of Assignee which acted or is acting as the property manager or leasing agent for the Properties.

The provisions of this Section 2 shall survive the Closing Date and the Closing (as defined below) for a period of six (6) months.

3. Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor as follows:

(a) Assignee is a limited partnership duly formed, currently existing and in good standing under the laws of the State of Maryland, and has the power and authority to consummate the transactions contemplated by this Agreement and the Assignment. Each individual executing this Agreement and/or the Assignment on behalf of Assignee represents and warrants to Assignor that he or she is duly authorized to do so.

(b) This Agreement has been, and the Assignment will be, duly authorized, executed and delivered by Assignee and all consents required under Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, the legal, valid and binding obligation of Assignee, enforceable in accordance with its terms and does not violate any provisions of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject.

(c) Assignee is not an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 00, 0000 (“XX00000”), (xx) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx) (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is otherwise affiliated with any entity or person listed above.

(d) Assignee is not purchasing the Distributed GF LLC Interests with “plan assets” of an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended.

(e) All of the financial statements provided to Assignor pursuant to the Venture Agreement regarding the Venture, the Intermediaries, the Property Owners or the Properties were accurate in all material respects as of the date thereof.

(f) To the knowledge of Assignee, there are no agreements existing as of the Effective Date or ongoing negotiations as of the Effective Date pursuant to which any of the Properties are to be sold or master leased that have not been disclosed in writing to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of Xxxxxxx Xxxxxx, an employee of an affiliate of Assignee.

(g) Neither Assignee nor any of its affiliates have misappropriated any funds of Assignor or otherwise engaged in fraud, gross negligence or willful misconduct related to Assignor, the Intermediaries, the Property Owners or the Properties.

To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable.

The provisions of this Section 3 shall survive the Closing Date and the Closing for a period of six (6) months.

4. Hazardous Materials.

(a) Assignor makes no representations or warranties as to the presence or absence of any Hazardous Materials (hereinafter defined) in, on, under or about the Properties, including but not limited to asbestos or radon. Assignee specifically waives any private right of action provided under any Environmental Laws (hereinafter defined) to recover or be reimbursed for any liabilities, costs, fees, or expenses from Assignor.

(b) Assignee releases Assignor from any and all claims, demands, losses, damages, liabilities, causes of action, liens, costs and expenses (including, without limitation, attorneys’ fees and costs to the extent permitted by law) directly or indirectly related to, arising out of, or in any manner connected with, in whole or in part, the presence of any Hazardous Materials in, on or about the Properties, the release of Hazardous Materials from the Properties, any violation of any Environmental Laws or other laws, or any other environmental matter or condition, that is related to the Properties.

(c) As used herein, the term “Hazardous Materials” shall mean any hazardous or toxic materials, substances or wastes, such as (a) substances defined as “hazardous substances,” “hazardous materials,” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), the Resource Conservation and Recovery Act of 1976 (“RCRA”), and/or the Hazardous Materials Transportation Act (49 USC Section 1801, et seq.), as any of such acts are amended from time to time; (b) any materials, substances or wastes which are toxic, ignitable, corrosive or reactive and which are regulated by any local governmental authority, any agency of the States in which the Properties are located or any agency of the United States of America; (c) asbestos, petroleum and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs), and freon and other chlorofluorocarbons; and (d) those substances defined as any of the foregoing in the regulations adopted and publications promulgated pursuant to each of the aforesaid laws (all of the aforesaid laws and all other laws, rules and regulations applicable to Hazardous Materials being referred to herein collectively as the “Environmental Laws”).

The provisions of this Section 4 shall survive the Closing Date and the Closing.

5. Covenants and Other Matters.

(a) Loan Consents. Assignee’s obligation to proceed to the Closing is contingent on Assignee, at Assignee’s sole cost and expense, obtaining the consent of the holder or servicer for the senior loan on each of the Properties (each, a “Lender”), in each case not subject to any conditions, restrictions or payments other than as set forth in the current documentation for such loans and otherwise in the form reasonably acceptable to Assignee (collectively, the “Loan Consents”). Assignee, at Assignee’s sole cost and expense, shall promptly request and shall use commercially reasonable efforts to obtain the Loan Consents as soon as practicable following the Effective Date. Assignee shall keep Assignor reasonably informed as to the status and timing of obtaining the Loan Consents and shall provide prior

written notice to Assignor of information and materials that Assignee intends to provide to any Lender that are outside the scope of materials regularly or otherwise required to be provided to such Lender related to the Properties, the Venture, the Property Owners or the Intermediaries pursuant to the loan documentation that is applicable to each of the Properties. Provided that this Agreement has not otherwise been terminated prior to the Outside Closing Date (as defined below), if the Loan Consents are not obtained prior to the Outside Closing Date, the Xxxxxxx Money shall be promptly returned to Assignee, and the parties shall thereafter have no further obligation to each other under this Agreement except for such obligations as are expressly intended to survive termination of this Agreement.

(b) Sale of the Properties.

(i) During the pendency of this Agreement, Assignee and Assignor each agrees that it shall not, nor shall it directly or indirectly cause the Venture, any Intermediary, or any Property Owner to, solicit offers for the sale of the Properties, or any direct or indirect interest in any of them, or market the Properties for sale, or any direct or indirect interest in any of them.

(ii) Without limiting the foregoing, it shall constitute a breach of Assignee’s obligations which is sufficient to entitle Assignor to be paid the Xxxxxxx Money as liquidated damages if Assignee during the pendency of this Agreement (x) engages in material, affirmative, and ongoing activities to solicit offers for the sale of any of the Properties, or any direct or indirect interest in any of them, (y) engages a broker to market, sell or solicit offers for sale of the same, or (z) enters into a written agreement to sell any of the Properties, or any direct or indirect interest in any of them.

(i) Adjustment for Cash Reserve. As of the Effective Date, the Venture is the holder of reserve account # 4880-2512-2051 containing $425,000 (the “Cash Reserve”). Pursuant to the Venture Distribution, at Closing any balance in the Cash Reserve (the actual balance in the Cash Reserve immediately prior to Closing being referred to as the “Reserve Account Balance”) will be distributed to the ACC Member and Assignor pro rata (10/90). The Assignment Payment will be decreased by the portion of the Reserve Account Balance actually distributed to Assignor. The ACC Member and Assignor shall each be entitled to retain any portion of the Reserve Account Balance distributed to them pursuant to the Venture Distribution, without restriction.

(ii) University Heights and Reserve Funds. Assignor agrees that up to an aggregate amount of $385,000 of the Cash Reserve or other funds of the Venture or any of its subsidiaries may be used by the Venture (or its subsidiaries that directly or indirectly own the University Heights Property) to fund or satisfy operating shortfalls at the University Heights Property which occur during the pendency of this Agreement (any such amounts being the “University Heights Shortfalls”). The term “University Heights Property” means the property indirectly owned by the Venture and described on Exhibit A-5 attached hereto (and which is not one of the Properties). If at Closing any portion of the Cash Reserve or other funds of the Venture or any of its subsidiaries (up to

the aggregate cap of $385,000) has been used to fund University Heights Shortfalls during the pendency of this Agreement, then in addition to the adjustment set forth in subsection (i) above, the Assignment Payment will be further adjusted by decreasing the Assignment Payment by ninety percent (90%) of the aggregate amount of University Heights Shortfalls actually funded from such amounts during the pendency of this Agreement, up to a maximum adjustment of $346,500.

(iii) Capital Funding. If during the pendency of this Agreement (a) Assignor elects to make any capital contributions to the Venture for any purpose whatsoever, including without limitation capital expenses or payments under any loan or loans for any of the properties owned indirectly by the Venture (but expressly excluding capital contributions that are used specifically to effect a cure of a Material Adverse Change described in Section 6(d)(v) below), and such capital contribution is approved in writing by Assignee, or (b) Assignor elects to make any capital contributions to the Venture in connection with (x) the repayment of the promissory note in the principal amount of $4,456,000 made by the Edge II Property Owner and secured by the Edge II Property (the “Edge II Loan”) or (y) except for default interest, penalties or any other amounts related to the non-payment of the Edge II Loan, any fees or expenses due in connection with an agreement between the Edge II Property Owner and the lender under the Edge II Loan to extend the term of the Edge II Loan, then the Assignment Payment will be increased by the amount of such capital actually contributed by Assignor to the Venture during the pendency of this Agreement.

6. Closing.

(a) Closing Date and Place. The consummation of the assignment of the Distributed GF LLC Interests contemplated hereby (the “Closing”) shall take place on the Closing Date by customary escrow arrangements with Escrow Agent. “Closing Date” shall mean date that is no later than two (2) business days after (i) all of the Loan Consents shall have been delivered to Assignee and to Assignor and (ii) the transactions contemplated by the Fund III Assignment Agreement shall have, or shall concurrently be, consummated in accordance with the terms thereof and, in any event, immediately following the Venture Distribution; provided, however, that if such events have not occurred on or before December 1, 2010 (the “Outside Closing Date”), this Agreement shall terminate and be of no further force and effect as of such date and the Xxxxxxx Money shall be returned to Assignee.

(b) Assignor’s Closing Deliveries. At the Closing, Assignor shall deliver to Assignee (i) the Assignment executed on behalf of Assignor and (ii) a Representation Update Certificate in the form attached hereto as Exhibit C.

(c) Assignee’s Closing Deliveries. At the Closing, Assignee shall deliver to Assignor (i) the Assignment Payment less the Xxxxxxx Money, (ii) the Assignment executed on behalf of Assignee and (iii) a Representation Update Certificate in the form attached hereto as Exhibit D.

(d) Conditions Precedent to the Obligations of Assignee. The obligations of Assignee to effect the transactions contemplated by this Agreement are subject to the satisfaction or written waiver by Assignee of the following conditions precedent:

(i) the representations and warranties of Assignor in Section 2 shall have been accurate, true and correct in all material respects on and as of the Effective Date and shall also be accurate, true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation or warranty which by its terms is qualified by materiality shall be true and correct in all respects;

(ii) Assignor shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement;

(iii) the Assignment shall have been duly executed and delivered by Assignor and shall be effective as of the Closing Date;

(iv) no temporary restraining order, preliminary or permanent injunction or other order or decree by any court of competent jurisdiction that prevents the consummation of the transactions contemplated hereby or imposes material conditions with respect thereto shall have been issued and remain in effect (each party agreeing to use its reasonable commercial efforts to have any such injunction, order or decree lifted) and no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal governmental entity that would prevent the consummation of the transactions contemplated hereby or impose material conditions with respect thereto;

(v) between the Effective Date and the Closing Date, there shall not have occurred any Property Condition Events which remain uncured as of the Closing Date and which (taking into account any cure or remedy implemented on or before the Closing Date) in the aggregate have resulted in a Material Adverse Change. The term “Material Adverse Change” shall mean (a) with respect to any individual Property, a diminution in the value of such Property which is attributable to Property Condition Events and which is greater than $660,000, and (b) with respect to the Properties in the aggregate, an aggregate diminution in the aggregate value of the Properties which is attributable to Property Condition Events and which is greater than $1,320,000. The term “Property Condition Events” mean any of the following events or circumstances:

(1) any material casualty at any of the Properties,

(2) any material condemnation at any of the Properties,

(3) any material adverse change in the environmental or physical condition of any of the Properties,

(4) any material adverse change in the state of title of any of the Properties, or

(5) any actions, suits or proceedings against any Property Owner which, if determined adversely, would be material and adverse to such Property Owner,

provided that no event or circumstance described in clause (1) through (5) above shall prevent the condition precedent in this subsection (v) from being satisfied to the extent any such event or circumstance (x) was caused by the negligence or willful misconduct of Assignee or any of its affiliates, or (y) constitutes a material violation by Assignee or any of its affiliates of (A) the Venture Agreement or (B) any of the Property Management Agreements entered into by each of the Property Owners, as owner thereunder, and College Park Management TRS, Inc., as property manager thereunder. Notwithstanding anything herein to the contrary, adverse circumstances, events, or conditions not listed in clauses (1) through (5) above (including without limitation adverse changes in: general economic conditions; financial markets; credit markets; regulatory requirements; the geographic market in which any Property is located; or occupancy of, prevailing rental rates at, or preleasing velocity at any Property) shall not prevent the condition precedent in this subsection (v) from being satisfied. Assignee shall promptly give written notice to Assignor if Assignee learns of any Property Condition Event which could prevent the condition precedent in this subsection (v) from being satisfied. If any such notice is given, Assignor may, but shall not be obligated, to postpone the Closing Date for up to 60 days by written notice to Assignee, to allow the Venture to cure or remedy same to the extent directed by the Assignor, in which event Assignee will cooperate as reasonably requested by Assignor, at the sole cost of the Venture, to implement Assignor’s direction to satisfy the condition precedent in this subsection (v); provided, however, that all costs and expenses specifically associated with such cure or remedy shall be paid by the Venture utilizing the Venture’s funds or available insurance proceeds, and in no event shall any such costs or expenses be paid or payable from the Cash Reserve or cash flow or reserves of the Property Owners or the Intermediaries; and

(vi) no action, suit or proceeding shall be pending or, to Assignor’s knowledge, threatened before any governmental entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of Assignee to own the Distributed GF LLC Interests (and no such injunction, judgment, order, decree, ruling or charge shall be in effect).

(e) Conditions Precedent to the Obligations of Assignor. The obligations of Assignee to effect the transactions contemplated by this Agreement are subject to the satisfaction or written waiver by Assignor of the following conditions precedent:

(i) the representations and warranties of Assignee in Section 3 shall have been accurate, true and correct in all material respects on and as of the Effective Date and shall also be accurate, true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing

Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation or warranty which by its terms is qualified by materiality shall be true and correct in all respects;

(ii) Assignee shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement;

(iii) the Assignment shall have been duly executed and delivered by Assignee and shall be effective as of the Closing Date;

(v) no action, suit or proceeding shall be pending or, to Assignee’s knowledge, threatened before any governmental entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation.

7. Costs, Prorations and Reconciliation. The transaction contemplated by this Agreement shall be consummated at no cost to Assignor, other than legal fees of DLA Piper LLP (US), which shall be paid by Assignor. Except for the legal fees of DLA Piper LLP (US), which shall be paid by Assignor, Assignee shall be solely responsible for, and shall pay when due, all costs and expenses required in order to consummate the transaction contemplated by this Agreement, including, without limitation, transfer taxes fees, costs and expenses related to obtaining the Loan Consents, fees of Escrow Agent and expenses of Assignee’s legal counsel. Except as expressly set forth in Section 5(c) of this Agreement, Assignee shall have no right to reimbursement by or contribution from Assignor or any affiliate or parent company of Assignor for any of the costs described in this Section 7 or for any other costs, fees or expenses that may arise in connection with this Agreement, whether such reimbursement or contribution may be claimed by Assignee before or after the Closing Date. The provisions of this Section 7 shall survive the Closing Date and the Closing.

8. No Brokers. Neither party hereto has had any contact or dealing regarding the Distributed GF LLC Interests, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or other person who can claim a right to a

commission or finder’s fee as a procuring cause of the assignment of the Distributed GF LLC Interests contemplated herein. In the event that any other broker or finder claims a commission or finder’s fee, the party responsible for the contact or communication on which the broker or finder makes such claim shall indemnify, save harmless and defend the other party from said claim and all costs and expenses (including reasonable attorneys’ fees) incurred by the other party in defending against the same. The provisions of this Section 8 shall survive the Closing Date and the Closing.

9. Assignment; Binding on Successors and Assigns. Neither Assignor nor Assignee shall assign this Agreement without the prior written consent of the other party, which consent Assignee or Assignor, as applicable, may withhold in its sole, absolute and subjective discretion. Any such attempted assignment without the prior written consent of the other party shall be void. Any permitted assignments shall not relieve the assigning party from its liability under this Agreement. Subject to the foregoing, and except as provided to the contrary herein, the terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of and bind all parties hereto and their respective heirs, executors, administrators, successors and assigns.

10. Attorneys’ Fees. If any legal action or any arbitration or other proceeding is brought or if an attorney is retained for the enforcement of this Agreement or any portion thereof, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other reimbursement for the reasonable fees of attorneys and other costs (including court costs and witness fees) incurred by it, in addition to any other relief to which it may be entitled. The term “prevailing party” means the party obtaining substantially the relief sought, whether by compromise, settlement or judgment. The provisions of this Section 10 shall survive the Closing Date and the Closing.

11. Entire Agreement. This Agreement, together with the Assignment, contains the entire agreement and understanding of the parties in respect to the subject matter hereof, and the parties intend for the literal words of this Agreement to govern and for all prior negotiations, drafts, and other extrinsic communications, whether oral or written, to have no significance or evidentiary effect. The parties further intend that neither this Agreement nor any of its provisions may be changed, amended, discharged, waived or otherwise modified orally except only by an instrument in writing duly executed by the party to be bound thereby. The parties hereto fully understand and acknowledge the importance of the foregoing sentence and are aware that the law may permit subsequent oral modification of a contract notwithstanding contract language which requires that any such modification be in writing; but Assignor and Assignee fully and expressly intend that the foregoing requirements as to a writing be strictly adhered to and strictly interpreted and enforced by any court which may be asked to decide the question. Each party hereto acknowledges that this Agreement accurately reflects the agreements and understandings of the parties hereto with respect to the subject matter hereof and hereby waive any claim against the other party which such party may now have or may hereafter acquire to the effect that the actual agreements and understandings of the parties hereto with respect to the subject matter hereof may not be accurately set forth in this Agreement.

12. Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

13. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. Headings; Construction. The various headings of this Agreement are included for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and the masculine shall include the feminine and the neuter and vice versa. The use in this Agreement of the term “including” and related terms such as “include” shall in all cases mean “without limitation.”

15. Partial Validity; Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

16. No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns, and no third party is intended to, or shall have, any rights hereunder.

17. Joint Product of Parties. This Agreement is the result of arms-length negotiations between Assignor and Assignee and their respective attorneys. Accordingly, neither party shall be deemed to be the author of this Agreement and this Agreement shall not be construed against either party.

18. No Personal Liability. Notwithstanding anything stated to the contrary herein, under no circumstances shall Assignor’s or Assignee’s constituent partners or members (whether direct or indirect), Assignor’s or Assignee’s asset managers, nor Assignor’s or Assignee’s employees or agents have any personal liability hereunder.

19. Time of the Essence Time is of the essence of this Agreement and all covenants and deadlines hereunder.

20. Venture Distribution. When all conditions precedent to the obligations of Assignee and Assignor to proceed with the Closing have been satisfied (except for payment of the Assignment Payment and such other conditions precedent which can only be satisfied after the Venture Distribution has occurred), the Venture shall make the following distributions (collectively, the “Venture Distribution”), with Assignor’s and Assignee’s respective obligation to proceed to Closing being contingent on the Venture causing the Venture Distribution to have occurred in accordance with the provisions of this Section 20:

(a) the Venture shall cause 90% of the LLC Interests to be distributed to the Assignor by executing and delivering as assignment agreement in favor of Assignor, which is in

substantially in form attached hereto as Exhibit B, revised mutatis mutandis to apply to the assignment of 90% of the LLC Interests from the Venture to the Assignor;

(b) the Venture shall cause 10% of the LLC Interests to be distributed to the ACC Member by executing and delivering as assignment agreement in favor of the ACC Member, which is in substantially in form attached hereto as Exhibit B, revised mutatis mutandis to apply to the assignment of 10% of the LLC Interests from the Venture to the ACC Member;

(c) the Venture shall cause 90% of the Reserve Account Balance to be distributed to the Assignor pursuant to such written instructions as Assignor may hereafter provide; and

(d) the Venture shall cause 10% of the Reserve Account Balance to be distributed to the ACC Member pursuant to such written instructions as Assignee may hereafter provide.

The parties hereto agree and acknowledge that as a result of the Venture Distribution, as of the Closing, for all purposes under the Venture Agreement, each party will be deemed to have received cash distributions equal to (i) in the case of Assignor, an amount equal to the Assignment Payment plus any cash distributions made to Assignor pursuant to Section 20(c) above (collectively, the “Deemed Distribution”), and (ii) in the case of the ACC Member, an amount equal to one-ninth of the Deemed Distribution. The Venture has executed and joined in this Agreement and by so doing covenants and agrees to make the Venture Distribution in accordance with the foregoing provisions.

21. Notices. Any and all notices, consents, approvals and other communications required or permitted under this Agreement shall be deemed adequately given only if in writing delivered either in hand, by mail or by expedited commercial carrier which provides evidence of delivery or refusal, addressed to the recipient, postage prepaid and registered with return receipt requested, if by mail, or with all freight charges prepaid, if by commercial carrier, or if given by fax sent to the number indicated below. All notices and other communications shall be deemed to have been given for all purposes of this Agreement upon the date of receipt or refusal. All such notices and other communications shall be addressed to the parties at their respective addresses set forth below or at such other addresses as any of them may designate by notice to the other party.


Notices to Assignor shall be addressed to:		XX XX/GMH II LLC Fidelity Real Estate Group Pyramis Global Advisors
		00 Xxxxxxxxxx Xx. X00X
		Xxxxxx, Xxxxxxxxxxxxx 00000
		Attn: Xxxxxx Xxxxx
		Fax: (000) 000-0000


and a copy to:		DLA Piper US LLP
		00 Xxxx Xxxxxx, 00xx Xxxxx
		Xxxxxx, Xxxxxxxxxxxxx 00000-0000
		Attn: Xxxx Xxxxxxxx, Esq.
		Fax: (000) 000-0000

Notices to Assignee shall be addressed to:		American Campus Communities Operating Partnership LP c/o American Campus Communities, Inc. 000 Xxx Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Xxxxxxx X. Xxxxxx Fax: (000) 000-0000

and a copy to:		Xxxxx Lord Xxxxxxx & Xxxxxxx LLP
		0000 Xxxx Xxxxxx, Xxxxx 0000
		Xxxxxx, Xxxxx 00000
		Attn: Xxxx Xxxxxxxxx, Esq.
		Fax: (000) 000-0000

22. Escrow Provisions.

(a) Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct or gross negligence, and Escrow Agent shall have no duties to anyone except those signing this Agreement.

(b) Escrow Agent may seek advice from legal counsel in the event of any dispute or questions as to the construction of the foregoing instructions, or Escrow Agent’s duties hereunder, and Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.

(c) Assignor and Assignee hereby jointly and severally agree to defend, indemnify and hold harmless Escrow Agent from and against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, including, without limitation, court costs, legal expenses and attorneys’ fees, incurred or suffered by Escrow Agent in connection with the performance of its obligations under this Agreement or otherwise arising, directly or indirectly, by reason of this Agreement, except to the extent any such claims, demands, causes of actions, losses, liabilities, damages, costs or expenses are incurred or suffered by Escrow Agent directly as a result of its own gross negligence or willful misconduct. The obligations of indemnity shall survive the expiration or any termination of this Agreement and shall be performable at the office of Escrow Agent in Xxxxxx, Xxxxxx County, Texas.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as a sealed instrument as of the date first above written.


ASSIGNOR:

XX XX/GMH II LLC, a Massachusetts limited liability company

By:	Fidelity Real Estate Growth Fund II, L.P., a Delaware limited partnership, its sole member

By:	Pyramis Global Advisors Trust Company, as Investment Manager and not individually

	By:
		Name:
		Title:


ASSIGNEE:

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, Maryland limited partnership

By:	American Campus Communities Holdings LLC, its general partner

	By:	American Campus Communities, Inc., its sole member

		By:
			Name:
			Title:

The Venture has executed below to acknowledge and agree to the provisions of the Agreement which are applicable to the Venture.


GMH/XX XX STUDENT HOUSING ASSOCIATES II LLC, a Delaware limited liability company

By:	College Park Investments LLC, a Delaware limited liability company, its Manager

	By:
		Name:
		Title:

The ACC Member has executed below to acknowledge and agree to the provisions of the Agreement which are applicable to the ACC Member.


	COLLEGE PARK INVESTMENTS, LLC, a Delaware limited liability company
	By:
		Name:
		Title:

This Agreement is executed by Escrow Agent to acknowledge its duties pursuant under this Agreement.


	HERITAGE TITLE COMPANY OF AUSTIN, INC.
	By:
		Name:
		Title:

Exhibit A-1

Legal Description of the Uptown Property

Exhibit A

SITUATED in the City of Xxxxxx, Xxxxxx County, Texas, and being a tract of land in the XXXXXX XXXXXXXXX SURVEY, Abstract No. 996, and being a portion of that certain tract conveyed to Rayzor Investments, Ltd., by deed recorded in Volume 1796, Page 601, of the Xxxxxx County Deed Records as Section 6, Tract One, and said portion being more fully described as follows:

BEGINNING at a ½" iron rod found in place for an “L” corner in said Rayzor Investments tract and for the southwest corner of that certain tract conveyed to Xxxxxx Xxxxx by deed recorded in Volume 3191, Page 980, of said Deed Records;

THENCE South 88 degrees, 46 minutes, 50 seconds East (base bearing from deed) with said most southerly north line of Rayzor Investments tract and the south line of said Xxxxx tract, 257.62 feet to the northwest corner of Xxx 0, Xxxxx X, Xxxxxxxxxx Xxxxxxxxx, as shown on plat thereof recorded in Cabinet S, Slide 275, of the Xxxxxx County Plat Records, from which point a ½" iron rod found in place bears South 2 degrees West, 0.07 foot;

THENCE South 0 degree, 36 minutes, 35 seconds West, crossing said Rayzor Investments tract with the west line of said Xxx 0, Xxxxx X, Xxxxxxxxxx Xxxxxxxxx, 656.57 feet to the southwest corner of said Lot 1 in the most northerly south line of said Rayzor Investments tract and the north line of that certain tract conveyed to Wolf Cub Properties Limited Partnership by deed filed under Clerk’s Filing No. 97-046080 in said Xxxxxx County Deed Records, from which point a ½" iron rod found in place bears South 2 degrees West, 0.14 foot;

THENCE North 88 degrees, 49minutes, 05 seconds West with said most northerly south line of Rayzor Investments tract and north line of Wolf Cub tract 370.72 feet to a ½" iron rod found in place in the northeasterly line of that certain tract conveyed to the State of Texas for the Interstate Highway 35W connecting ramp by deed recorded in Volume 542, Page 195, of said Deed Records for the most westerly southwest corner of said Rayzor Investments tract and the northwest corner or said Wolf Cub tract;

THENCE North 35 degrees, 04 minutes, 05 seconds West with said common line between I-35W and Rayzor Investments tract, at 744.0 feet passing a 60d nail found in place for the most southerly corner of that certain 50 foot wide ingress-egress easement described in deed recorded in Volume 512, Page 647, of said Deed Records, and continuing in all 793.70 feet to a ½" iron rod found in place for the most westerly northwest corner of said Rayzor Investments tract and the south corner of Xxx 0, Xxxxx 0, Xxxxxx Xxxxxx Xxxx, as shown on plat thereof recorded in Cabinet D, Slide 341, of said Plat Records;

THENCE North 54 degrees, 37 minutes East with common lines between said Rayzor Investments tract, said Xxxxxx Office Park and said 50 foot easement, 93.84 feet to a ½" iron rod found in place for an angle point in said common line;

THENCE continuing with said common line between Rayzor Investments tract, said Xxxxxx Office Park, and said 50 foot easement, North 1 degrees, 19 minutes, 05 seconds East, 108.04 feet to a “Xxxxx Xxxxxx RPLS I640” capped 5/8" iron rod set for the most northerly northwest corner of said Rayzor Investments tract and the northeast corner of said Xxxxxx Office Park in the south line of West Oak Street (100 foot wide right-of-way);

THENCE South 88 degrees, 37 minutes, 45 seconds East with the most northerly north line of said Rayzor Investments tract and said south line of West Oak Street, at 50.0 feet passing a ½" iron rod found in place for the northeast corner of said 50 foot ingress-egress easement and continuing in all 498.79 feet to a ½" iron rod found in place for the most northerly northeast corner of Rayzor Investments tract and the Northwest corner of said Xxxxxx Xxxxx tract;

THENCE South 0 degree, 14 minutes, 30 seconds West with the most northerly east line of said Rayzor Investments tract and the west line of said Xxxxx tract, 145.01 feet to the PLACE OF BEGINNING, and containing 10.9269 acres (475,974 square feet).

Now being know as Xxx 0 Xxxxx 0 xx Xxxx Xxx Xxxxxx Apartments, an Addition to the City of Xxxxxx, Xxxxxx County, Texas, according to the Plat thereof recorded in Xxxxxxx X, Xxxxx 000, Xxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx.

TOGETHER WITH:

A thirty (30’) foot by forty (40’) foot private access easement for the purpose of cross lot access on Xxx 0, Xxxxx X, xx Xxxxxxxxxx Xxxxxxxxx, an addition to the City of Denton, Texas, according to the Plat thereof recorded in Cabinet A, page 275, Map Records, Xxxxxx County, Texas.

Exhibit A-2

Legal Description of the University Walk Property

Lying in Crab Orchard Township, Mecklenburg County

Commencing at N.C.G.S. Monument “Southern” with grid coordinates of N 569469.8207 E 1485220.3342, thence N 78° 58'32" E 1679.43 feet to the point of beginning, said said point being a nail set in the centerline of Xxxxxx Xxx Drive (60° public R/W), said corner also being a common corner at Lot 9 of the Xxx. Xxxxxxxx X. Xxxxxx property recorded in Map Book 8, Page 205 and the property now or formerly of City of Charlotte Housing Authority (D.B. 4773-627); thence with the property line between lot 9 of the Xxx. Xxxxxxxx X. Xxxxxx property recorded in Map Book 8, Page 205 and the property now or formerly of City of Charlotte Housing Authority (D.B. 4773-627) N 47° 31'54"W 347.03 feet to a pipe; said corner also being a common corner of Lot 9 of the Xxx. Xxxxxxxx X. Xxxxxx property recorded in Map Book 8, Page 205 and Lot 10 of Ridgewood Acres recorded in Map Book 7, Page 527; thence with the property line between Lots 9 of the Xxx. Xxxxxxxx X. Xxxxxx property (Map Book 8, Page 205) and Lot 10 Ridgewood Acres (Map Book 7, Page 527) N 46° 15' 23" E 100.17 feet to a pipe, said point being a common corner of lots 8 and 9 of The Xxx. Xxxxxxxx X. Xxxxxx property (Map Book 8, Page 205) and lots 9 and 10 Ridgewood Acres (Map Book 7, Page 527); thence with the property line between lots 9 and Lot 10 Ridgewood Acres recorded in Map Book 7, Page 527, N 40° 00' 21" W 284.96 feet to a pipe in a rod on the southern right-of-way of N.C. Hwy. 49 — University City Blvd. (variable public R/W); thence with the southern right-of-way of N.C. Hwy. 49 - University City Blvd. (variable public R/W), N 50° 03' 04" E 798.05 feet to an iron pin set on the southern right-of-way of N.C. Xxx. 00- Xxxxxxxxxx Xxxx Xxxx. (variable public R/W); thence with the property line between Lots 1 and 2 of Ridgewood Acres, recorded in Map Book 7, Page 527, S 40° 25' 20" E 212.17 feet to a pipe, said point being a common corner of Lots 1 and 2 of Ridgewood Acres recorded in Map Book 7, Page 527 and Lot 1 of the Xxx. Xxxxxxxx X. Xxxxxx property recorded in Map Book 8, Page 205; thence with the southern property Line of Lot 1 Ridgewood Acres recorded in Map Book 7, Page 527, N 46° 06' 08" E 179.25 feet to a pipe found on the western right-of-way of X. Xxxxxxx Creek Church Road (variable public R/W); thence with the western right-of-way of X. Xxxxxxx Creek Church Road S 39° 28' 17" E 212.04 feet to a right-of-way disk on the western right-of-way of X. Xxxxxxx Creek Church Road (variable public R/W); thence S 06° 43' 51" W 58.99 feet to a right-of-way disk on the northern right-of-way of Xxxxxx Xxx Drive (60° public R/W); thence with the northern right-of-way of Xxxxxx Xxx Drive S 42° 23' 02" W 130.98 feet to an iron pin set on the northern right-of-way of Xxxxxx Xxx Drive (60° public R/W); thence S 47° 36' 58" E 30.00 feet to a nail set in the centerline of Xxxxxx Xxx Drive (60° public R/W); thence with the centerline of Xxxxxx Xxx Drive (60° public R/W) S 42° 23' 02Ř W 869.82 feet to the point and place of beginning and containing 11.803 Acres (514,142 Sq. Ft.).

Exhibit A-3

Legal Description of the Edge I Property

And the said property is more particularly described in accordance with that certain ALTA/ACSM Land Title Survey, for Xxxxxx Xxxx Xxxxx 0, prepared by Xxx Xxxxx & Associates P.A., dated March 21, 2007, last revised , File Name 4180ASB, as follows, to wit:

Lying and being located in the City of Charlotte, County of Mecklenburg, State of North Carolina and being more particularly described as follows:

To locate the beginning point commence at an existing iron pin marking the intersection of the westerly margin of the right of way of Mallard Creek Church Road with the southerly property line of the property described as Tract Six Parcel Three as conveyed to the State of North Carolina by Deed recorded in Book 4521 at Page 695 in the Mecklenburg County Public Registry; and proceed thence with the southerly property line of the property conveyed to State of North Carolina by the aforesaid deed S 47-15-19 W 829.15 feet to an existing iron pin located in a property line of the property of the State of North Carolina; thence with such property line S 63-56-05 E 69.73 feet to the Beginning, point; thence from said beginning point so established and leaving said property line S 85-53-46 E 53.55 feet to a point; thence S 23-50-37 E 195.82 feet to a point; thence S 83-54-20 E 140.93 feet to a point; thence N 06-05-40 W 72.03 feet to a point; thence N 84-54-20 E 308.64 feet to a point located in the westerly margin of the right of way of Mallard Creek Church Road; thence with the westerly margin of right of way of Mallard Creek Church Road three (3) calls and distances as follows: 1) in a southerly direction with the arc of a circular curve to the left having a radius of 1923.00 feet an are distance of 3.87 feet (having a chord bearing and distance of S 06-02-05 E 3.87 feet) to a point; 2) S 06-05-35 E 201.17 feet to a point; 3) in a southerly direction with the arc of a circular curve to the left having a radius of 1750.51 feet an arc distance of 190.66 feet (having a chord bearing and distance of S 09-12-48 E 190.57 feet) to an existing iron pin marking the intersection of the westerly margin of the right of way of Mallard Creek Church Road with the northerly property line of the property conveyed to X.X. Xxxx by deed recorded in Book 1611 at Page 202 in the Mecklenburg County Public Registry; thence with the northerly property line of the property conveyed to X.X. Xxxx by the aforesaid deed and by deed recorded in Book 1611 at page 202 in the Mecklenburg County Public Registry and passing an existing iron pin on line at 84.69 feet S 54-16-42 W 289.09 feet to an existing iron pin located in the property line of the property of the State of North Carolina; thence with the property line of the property of the State of North Carolina five (5) calls and distances as follows: 1) N 76-48-58 W 96.19 feet to an existing iron pin 2) S 25-24-30 W 52.09 feet to an existing iron pin 3) N 60-57-00 W 765.93 feet to an existing iron pin 4) N 47-15-19 E 418.28 feet to an existing iron pin and 5) S 85-55-12 E 89.15 feet to the Beginning Point; and being identified as Phase 1 containing 9.10 acres, all as shown on survey prepared by Xxx Xxxxx & Associates, P.A. dated April 7, 2005 (revised on June 7,2005) reference to which survey is hereby made for a more particular description.

TOGETHER WITH all rights, title and interest in and to the area located between the centerline of the right of way of Mallard Creek Church Road and the easterly property line of the 9.10 acre parcel of land hereinabove described.

ALSO TOGETHER WITH all right, title and interest in and to that certain Declaration of Easements Agreement recorded in Book 9407, Page 337, Mecklenburg County Registry.

AND BEING THE SAME PROPERTY BEING DESCRIBED AS FOLLOWS:

Lying and being located in the City of Charlotte, County of Mecklenburg, State of North Carolina and being more particularly described as follows:

To locate the Beginning point commence at an existing iron pin marking the intersection of the westerly margin of the right of way of Mallard Creek Church Road with the southerly property line of the property described as Tract Six Parcel Three as conveyed to the State of North Carolina by Deed recorded in Book 4521 at Page 695 in the Mecklenburg County Public Registry; and proceed thence with the southerly property line of the property conveyed to State of North Carolina by the aforesaid deed S. 47-15-19 W. 829. 15 feet to an existing iron pin located in a property line of the property of the State of North Carolina; thence with such property line S. 63-56-05 E. 69.73 feet to the Beginning point; thence from said Beginning Point so established and leaving said property line S. 85-53-46 E. 53.55 feet to a point; thence S. 23-50-37 E. 195.82 feet to a point; thence S. 83-54-20 E. 140.93 feet to a point; thence N.06-04-10 W. 72.03 feet to a point; thence N. 83-54-20 E. 328. 64 feet to a point located in the westerly margin of the right of way of Mallard Creek Church Road; thence with the westerly margin of right of way of

Mallard Creek Church Road three (3) calls and distances as follows: (1) in a southerly direction with the arc of a circular curve to the left having a radius of 1903.02 feet an arc distance of 3.87 feet (having a chord bearing and distance of S. 06-02-06 E. 3.87 feet) to a point; (2) S. 06-05-35 E. 201.18 feet to a point and (3) in a southerly direction with the arc of a circular curve to the left having a radius of 1730.52 feet an arc distance of 179.83 feet (having a chord bearing and distance of S. 09-04-13 E. 179.74 feet) to an existing iron pin marking the Intersection of the westerly margin of the right of way of Mallard Creck Church Road With the northerly property line of the property conveyed to X.X. Xxxx by deed recorded in Book 1611 at page 203 in the Mecklenburg County Public Registry; thence with the northerly property line of the property conveyed to X.X. Xxxx by the aforesaid deed and by deed recorded in Book 1611 at page 202 in the Mecklenburg County Public Registry and passing an existing iron pin on line at 106.51 feet, S. 54-16-42 W. 310.91 feet to an existing iron pin located in the property line of the property of the State of North Carolina; thence with the property line of the property of the State of North Carolina, five (5) calls and distances as follows: (1) N. 76-48-58 W. 96.19 feet to an existing iron pin (2) S.25-24-30 W. 52.09 feet to an existing iron pin (3) N. 60-57-00 W. 765.93 feet to an existing iron pin (4) N. 47-15-19 E. 418.28 feet to an existing iron pin and (5) S.85-55-12 E, 89.15 feet to the Beginning point; and being identified as Phase I, containing 9.283 acres.

TOGETHER WITH AND SUBJECT TO all right, title, interest and obligations under that certain Declaration of Easements Agreement, dated December 11, 1997, by and between Campus Edge Apartments Limited Partnership and Campus Edge Apartments II Limited Partnership duly recorded in the Mecklenburg County Public Registry in Book 9407 at Page 337.

Exhibit A-4

Legal Description of the Edge II Property

Lying and being located in the City of Charlotte, County of Mecklenburg, State of North Carolina and being more particularly described as follows:

BEGINNING at an existing iron pin marking the intersection of the westerly margin of the right of way of Mallard Creek Church Road with the southerly property line of the property described as Tract Six Parcel Three as conveyed to the State of North Carolina by Deed recorded in Book 4521, page 695 in the Mecklenburg County Public Registry; thence from said beginning point so established and with the southerly property line of the property conveyed to State of North Carolina by the aforesaid deed S. 47-15-19 W. 829.15 feet to an existing iron pin located in a property Line of the property of the State of North Carolina; thence with such property line S. 63-56-05 E. 69.73 feet to a point; thence S. 85-53-46 E. 53.55 feet to a point; thence S. 23-50-37 E. 195.82 feet to a point; thence N. 83-54-20 E. 140.93 feet to a point; thence N. 06-05-40 W. 72.03 feet to a point; thence N. 83-64-20 E. 328.54 feet to a point located in the westerly margin of the right of way of Mallard Creek Church Road; thence with the westerly margin of right of way of Mallard Creek Church Road two (2) calls and distances as follows: (1) in a northerly direction with the arc or a circular curve to the right having a radius of 1903.02 feet an arc distance of 337.63 feet (having a chord bearing and distance of N. 00-53-39 E. 337.19 feet) to a point and (2) in a northerly direction with the arc of a circular curve to the left having a radius of 609.38 feet an arc distance of 322.38 feet (having a chord bearing and distance of N. 07-13-18 W. 320.25 feet) to the beginning point.

TOGETHER WITH all right, title and interest in and to the area located between the center line of the right of way of Mallard Creek Church Road and the easterly properly line of the 6.10 acre parcel of land hereinabove described.

ALSO TOGETHER WITH all right, title and interest in and to that certain Declaration of Easements Agreement recorded in Book 9407, page 337, Mecklenburg County Registry.

Exhibit A-5

Legal Description of the University Heights Property

SITUATED in the Ninth (9th) Civil District of Xxxx County, Tennessee, and within the 26th Xxxx of the City of Knoxville, Tennessee, and being all of the property shown on Tax Map 109-B, Group D, Parcels 1, including an unnamed alley, and Xxx 00,00, 00, 00, 00, 00, 00, 00, 00 and 24 of the Xxxx Xxxxxx’x Addition to South Knoxville, Tennessee, a portion of North Fort Road, a portion of Fort Hill Road, and a portion of Xxxx Avenue, also designated as Final Plat of One Lot Subdivision for SUH KNOXVILLE, L.L.C., on plat of record in Plat Cabinet P, Slide 195-A, in the Register’s Office for Xxxx County, Tennessee, and being more particularly bounded and described as follows:

BEGINNING at an iron rod found at the intersection of the east right-of-way of Fort Hill Road and the north right-of-way of Crescent Avenue. Thence from said POINT OF BEGINNING, North 59 deg. 46 min. 31 sec. West 148.56 feet crossing the Fort Hill Road right-of-way at its westernmost closure to an iron rod found in the north right-of-way of Fort Hill Road; Thence with the north right-of-way of Fort Hill Road, South 25 deg. 10 min. 44 sec. West 35.22 feet to an iron rod found; Thence North 61 deg. 55 min. 50 sec. West 13.24 feet to an iron rod found in the line of Xxxxxx X. Xxxx; Thence with Xxxx The following eleven (11) calls: North 44 deg. 01 min. 06 sec. West, 50.00 feet to an iron rod found; North 08 deg. 01 min. 08 sec. West 25.03 feet to an iron rod found; North 11 deg. 38 min. 49 sec. East 49.97 feet to an iron rod found; North 17 deg. 04 min. 13 sec. East 50.02 feet to an iron rod found; North 26 deg. 35 min. 57 sec. East 50.03 feet to an iron rod found; North 38 deg. 58 min. 19 sec. East 99.98 feet to an iron rod found; North 24 deg. 37 min. 20 sec. East 89.64 feet to an iron rod found; North 26 deg. 53 min. 15 sec. East 100.00 feet to an iron rod found; North 34 deg. 14 min. 20 sec. East 25.00 feet to an iron rod found; North 34 deg. 14 min. 29 sec. East 118.38 feet to an iron rod found; and, North 25 deg. 45 min. 52 sec. West 142.75 feet to an iron pin found. Thence with the line of Xxxxx Xxx Xxxxx, North 30 deg. 49 min. 53 sec. West 225.05 feet to an iron rod found in the south right-of-way of Xxxxxxx Avenue; Thence with the south right-of-way of Xxxxxxx Avenue, North 54 deg. 57 min. 21 sec. East 509.71 feet to an iron rod found; Thence North 47 deg. 59 min. 21 sec. East 19.50 feet to an iron rod found; Thence North 55 deg. 56 min. 16 sec. East 37.88 feet to an iron rod found; Thence North 30 deg. 58 min. 59 sec. West 32.45 feet to an iron rod found; Thence North 57 deg. 48 min. 46 sec. East 394.89 feet to an iron rod found; Thence 49.73 feet along a curve to the right and having radius of 25.00 feet and a chord bearing of South 65 deg. 08 min. 22 sec. East and a chord distance of 41.93 feet to an iron rod found; Thence South 08 deg. 03 min. 02 sec. East 89.61 feet to an iron rod found; Thence North 81 deg. 56 min. 57 sec. East 40.00 feet to an iron rod found; Thence South 08 deg. 03 min. 02 sec. East 80.55 feet to an iron rod found, common corner to Fort Hill Baptist Church; Thence with the line of Fort Hill Baptist Church, North 76 deg. 39 min. 58 sec. East 328.00 feet to an iron rod found; Thence North 1 6 deg. 16 min. 02 sec. West 80.20 feet to an iron rod found; Thence North 76 deg. 43 min. 58 sec. East 249.89 feet to an iron rod found in the west right-of-way of Xxxxxx Avenue; Thence with the west right-of-way of Xxxxxx Avenue, South 16 deg. 20 min. 05 sec. East 363.71 feet to an iron rod found, common corner to Xxxxxxx X. Xxxx, Thence with Xxxx, South 78 deg. 12 min. 20 sec. West 87.72 feet to an iron rod found; Thence continuing with Xxxx South 07 deg. 09 min. 34 sec. East 106.62 feet to an iron rod found; Thence with the north line of Xxxxxx X. Xxxxxx, South 74 deg. 43 min. 40 sec. West 59.18 feet to an iron rod found; Thence with the west line of Pickle, South 04 deg. 20 min. 38 sec. East 139.05 feet to an iron rod found; Thence with the north line of Xxxxxx X. Xxxxxxxxx, South 87 deg. 26 min. 33 sec. West 62.91 feet to an iron rod found; Thence with the west line of Xxxxxx X. Xxxxxxxxx, South 40 deg. 59 min. 54 sec. West 124.16 feet to an iron rod found, common corner with Xxxxx Xxxxx; Thence with Xxxxx South 15 deg. 38 min. 34 sec. West 33.09 feet to an iron rod found; Thence with

Xxxxx South 14 deg. 49 min. 54 sec. West 120.67 feet to an iron rod found; Thence with Xxxxx South 08 deg. 05 min. 12 sec. West 260.03 feet to an iron rod found, passing an iron rod found at 237.02 feet; Thence with General X. Xxxx, North 71 deg. 38 min. 01 sec. West 160.50 feet to an iron rod found; Thence with Xxxx South 09 deg. 07 min. 15 sec. West 80.98 feet to an iron rod found; Thence with Xxxx North 78 deg. 24 min. 43 sec. West 49.35 feet to an iron rod found in the line of Xxxx X. Xxxxxxxxxxx; Thence with Xxxx X. Xxxxxxxxxxx the following three calls: North 09 deg. 10 min. 08 sec. East 86.95 feet to an iron rod found; North 76 deg. 07 min. 46 sec. West 182.80 feet to an iron rod found; and South 10 deg. 38 min. 50 sec. East 61.82 feet to a iron rod found, corner to Xxxx X. Xxxxxxxxxxx, Thence with Xxxx X. Xxxxxxxxxxx, the following two calls: South 72 deg. 33 min. 40 sec. West 99.53 feet to an iron rod found and South 11 deg. 55 min. 44 sec. East 112.31 feet to an iron rod found in the north right-of-way of Crescent Avenue; Thence with the north right-of-way of Crescent Avenue the following two calls: South 76 deg. 07 min. 35 sec. West 226.67 feet to an iron rod found; thence with a curve to the left having a radius of 734.36 feet, arc length of 480.73 feet and chord bearing and distance of South 57 deg. 22 min. 51 sec. West 472.19 feet to an iron rod found; Thence 35.59 feet along a curve to the right formed by the intersection of the north right-of-way of Crescent Avenue and the east right-of-way of Fort Hill Road, and having a radius of 25.00 feet and a chord bearing of South 79 deg. 22 min. 42 sec. West and chord distance of 32.67 feet to the POINT OF BEGINNING, as shown on the survey prepared by Barge, Xxxxxxxx, Xxxxxx & Xxxxxx, Inc., dated March 26, 2004, as last revised July 15, 2004, bearing File No. 24053-03

BEING THE SAME property conveyed to Knotty Pines Associates, LLC, a Delaware limited liability company, by Warranty Deed dated July 23, 2004, from SUH Knoxville, L.L.C., a Delaware limited liability company, filed for record as instrument number 200408090012048, in the Xxxx County Register of Deeds.

Exhibit B

FORM OF ASSIGNMENT OF LLC INTERESTS
from
XX XX/GMH II LLC
to
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, LP

This ASSIGNMENT OF LLC INTERESTS (this “Assignment”) is executed and delivered as of the day of ___, 2010 (the “Closing Date”), by XX XX/GMH II LLC, a Massachusetts limited liability company (“Assignor”), and American Campus Communities Operating Partnership, LP, a Maryland limited partnership (“Assignee”).

BACKGROUND

H. Assignor and Assignee are parties to the Agreement for Assignment of LLC Interests, dated as of June 1, 2010 (the “Agreement”), pursuant to which Assignor has agreed to transfer to Assignee, and Assignee has agreed to purchase from Assignor, the LLC Interests (as defined below). Capitalized terms used in this Assignment without definition shall have the meaning given to them in the Agreement.

I. For and in consideration of the payment by Assignee to Assignor of the Assignment Payment, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor, all of Assignor’s right, title and interest in and to the Intermediaries, on and subject to the terms and conditions set forth below.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignment. Assignor hereby acknowledges receipt of the Assignment Payment. Assignor hereby assigns, delivers, transfers and sets over to Assignee all of Assignor’s right, title and interests in the 90% ownership interest in the Intermediaries and all of its right, title and interests in any distributions, assets, profits and losses relating thereto and all voting, management and other economic and non-economic rights otherwise accruing to with respect to such 90% membership interest in each of the Intermediaries (collectively, the “LLC Interests”).

2. Acceptance of Assignment. Assignee hereby accepts the assignment of the LLC Interests. Effective immediately upon such assignment, Assignee has amended and restated the applicable limited liability company agreements to provide, among other things, that Assignee is the sole member of the applicable Intermediary.

3. Withdrawals of Assignor as Member. Assignor hereby withdraws as a member of each of the Intermediaries and further waives, releases and resigns from any and all rights to

control or act on behalf of each of the Intermediaries and/or each of the Property Owners, it being understood that any and all such rights shall be vested in Assignee.

4. Waiver. In furtherance of the assignment contemplated hereby, subject to the terms hereof, Assignor irrevocably and unconditionally waives and releases any and all rights and claims to any and all capital, profits, property, assets, participation rights, sharing rights, dividends, distributions, control rights, voting rights, or any other rights, whether or not similar, in, and to the LLC Interests, the Intermediaries, the Property Owners and/or the Properties accruing from and after the date hereof. Notwithstanding the foregoing, by accepting this assignment, Assignee covenants and agrees to cooperate and provide and make available to Assignor and its representatives all reports, tax returns, workpapers and the like reasonably requested from time to time by Assignor and related to the period of Assignor’s involvement in Intermediaries, which obligation shall survive the Closing Date and the Closing for a period of three (3) years thereafter.

5. As-Is Transaction, Assignee Acknowledgments and Agreements. Assignee hereby acknowledges and agrees as follows:

(a) Except as otherwise set forth in the Agreement or this Assignment, Assignee is acquiring the LLC Interests “AS IS, WHERE IS” AND “WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN,” in its present state and condition as of the Closing Date, with no rights of recourse against Assignor (or any related or affiliated party) for same, except as otherwise expressly set forth in the Agreement or this Assignment. Assignee acknowledges that Assignee has been given a full and complete opportunity to conduct its own investigation as to any matter, fact, or issue which might influence Assignee’s decision to purchase the LLC Interests. Assignee represents and warrants that, except for the representations and warranties of Assignor set forth in the Agreement or this Assignment, Assignee is not relying on any representation or warranty of Assignor. Assignee further acknowledges that the AS-IS nature of the transaction and that the other terms and conditions described in this Section have been taken into account in the establishment of the Assignment Payment.

(b) Except for the representations and warranties of Assignor set forth in the Agreement or this Assignment, neither Assignor nor any of Assignor’s agents, contractors, consultants, attorneys, or representatives have made, do not make, and specifically negate and disclaim, and, Assignee is not relying on, any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning, or with respect to: (i) the value of the Properties; (ii) any income to be derived from the Properties; (iii) the suitability of the Properties for any and all activities and uses which Assignee or the Property Owners may conduct thereon, including without limitation, the possibilities for further development of the Properties or construction thereon, the feasibility of adopting the condominium form of ownership or Assignee’s ability to market the same; (iv) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Properties or any improvements thereon; (v) the manner, quality, state of repair or lack of repair on the Properties or any improvements thereon; (vi) the nature, quality or condition of the Properties, including, without limitation, with respect to water conditions, soil, geological or geotechnical condition (including, without

limitation, soil expansiveness, corrosivity, or stability, or seismic, hydrological, geological and topographical conditions and configurations, including, without limitation, any opinions or conclusions of any soils engineer(s) retained to perform geotechnical and/or soils studies or to oversee any soils engineering aspects of developing the Properties); (vii) the compliance of or by Assignor, the Property Owners, the Properties, or their operation with any codes, laws, rules, ordinances, regulations of any applicable governmental authority or body; (viii) the manner or quality of the construction or materials incorporated into the Properties; (ix) compliance with Environmental Laws or land use laws, rules, regulations, orders, codes or requirements, including, but not limited to, the Americans with Disabilities Act of 1990, the Federal Water Pollution Control Act, the U.S. Environmental Protection Agency regulations at 40 CFR, Part 261, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, and/or any rules or regulations promulgated under any of the foregoing (as the same may be amended from time to time); (x) the presence or absence of radon gas, methane gas, or any hazardous materials at, on, under, or adjacent to the Properties; (xi) the content, completeness or accuracy of any information, documents or materials relating to the Properties; (xii) the conformity of any improvements to any plans or specifications, including, without limitation, any plans and specifications that may have been provided to Assignee; (xiii) the conformity of the Properties to past, current or future applicable zoning or building requirements; (xiv) deficiency of any undershoring; (xv) deficiency of any drainage; (xvi) the fact that all or a portion of the Properties may be located on or near an earthquake fault line or in or near an earthquake or seismic hazard zone; (xvii) the existence of vested land use, zoning or building entitlements affecting the Properties; (xviii) water rights or the availability of or access to water; (xix) the presence or suitability of any utilities or availability thereof, or (xx) any other matter relating to the Properties or to the development, construction, operation, or sale of the Properties, including, but not limited to, legal requirements, valuations, feasibility, cost, governmental permissions or entitlements, claims and obligations, license and other use rights and claims, the future use and operation of the Properties and marketability and investment return. Neither Assignor nor its employees, agents, contractors, consultants, attorneys or representatives shall be liable for any relief, including damages, rescission, reformation, allowance or adjustments based on the failure of the Properties, including, but not limited to, amount of acreage, square footage, zoning, and environmental condition, to conform to any specific standard or expectation, or any third party documents or information.

(c) The Properties and the development thereof are subject to numerous governmental requirements under the jurisdiction of multiple local, state, and federal agencies. It is Assignee’s sole responsibility to confirm the feasibility of and obtain all necessary and/or appropriate governmental approvals and entitlements for the continued use, and any further development of the Properties. Assignor makes no representations or warranties of any kind regarding any governmental approvals or entitlements or the ability to develop the Properties now or in the future. Assignee acknowledges and understands that the entitlement and regulatory approval process is extremely complicated and uncertain, and involves a substantial number of steps. Assignee acknowledges that it is a sophisticated real estate development company and is familiar with such risks. Each Intermediary, on behalf of the applicable Property Owner, shall be solely responsible to obtain, at its sole cost, all governmental approvals, which may from time to time be required for any further development of the applicable Property. Assignee acknowledges and agrees that Assignor shall have no liability, obligation, or

responsibility for any costs, fees, or expenses of any kind whatsoever related to, or associated with the post-closing entitlement of the Properties.

The provisions of this Section 5 shall survive the Closing Date and the Closing.

6. Release.

(a) AS A MATERIAL PART OF THE CONSIDERATION TO ASSIGNOR FOR THE SALE OF THE LLC INTERESTS, EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES OF ASSIGNOR EXPRESSLY SET FORTH IN THIS ASSIGNMENT OR THE AGREEMENT AND ANY OTHER OBLIGATIONS OR AGREEMENTS OF ASSIGNOR UNDER THIS ASSIGNMENT OR THE AGREEMENT THAT BY THE EXPRESS TERMS HEREOF OR THEREOF SURVIVE THE CLOSING, ASSIGNEE, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY WAIVES, AND RELEASES ASSIGNOR, ITS MEMBERS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, DAMAGES, CAUSES OF ACTION AND LIABILITIES, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT ARE BASED DIRECTLY OR INDIRECTLY ON, ARISE FROM OR IN CONNECTION WITH, OR ARE RELATED TO: (A) THE LLC INTERESTS, THE INTERMEDIARIES, THE PROPERTY OWNERS OR THE PROPERTIES, INCLUDING WITHOUT LIMITATION ANY OBLIGATION OF ASSIGNOR AS A MEMBER OF THE INTERMEDIARIES OR PARTY TO THE LLC AGREEMENTS, (B) ANY PAST, PRESENT OR FUTURE CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS IN OR TO THE PROPERTIES OR ANY IMPROVEMENTS TO THE PROPERTIES’ PROXIMITY TO ANY GEOLOGICAL HAZARD, OR THE PRESENCE OF HAZARDOUS MATERIALS AT THE PROPERTY, WHETHER IN COMMON LAW OR UNDER ANY EXISTING OR HEREINAFTER ENACTED FEDERAL, STATE OR LOCAL LAW, REGULATION, OR ORDINANCE, INCLUDING, WITHOUT LIMITATION, CERCLA AND RCRA, AS AMENDED, AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF ASSIGNOR, (C) ANY AND ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS, CONCLUSIONS, ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION CONTAINED IN ANY OF THE DOCUMENTS DELIVERED TO ASSIGNEE IN CONNECTION WITH THE AGREEMENT OR THIS ASSIGNMENT OR ANY MISREPRESENTATION OR FAILURE TO DISCLOSE INFORMATION RELATING TO THE PROPERTIES OR THE DOCUMENTS DELIVERED TO ASSIGNEE IN CONNECTION HEREWITH OR THEREWITH, OR (D) ANY DEFECT, INACCURACY OR INADEQUACY IN THE CONDITION OF TITLE TO THE PROPERTIES, LEGAL DESCRIPTIONS OF THE PROPERTIES, OR COVENANTS, RESTRICTIONS, ENCUMBRANCES OR ENCROACHMENTS WHICH AFFECT THE PROPERTIES.

(b) ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT (i) ASSIGNEE MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE REGARDING THE INTERMEDIARIES, THE PROPERTY OWNERS OR THE PROPERTIES, (ii) ASSIGNEE’S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE ASSIGNOR AS SET FORTH

HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS, AND (iii) ASSIGNEE KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS, BENEFITS AND PRIVILEGES TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY FEDERAL, STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT VALIDITY OR ENFORCEABILITY OF ALL OR PART OF THE RELEASES SET FORTH IN THIS ASSIGNMENT.

(c) ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT UPON THE FULL EXECUTION OF THIS ASSIGNMENT, ASSIGNOR SHALL BE DEEMED TO HAVE SATISFIED AND FULFILLED ALL OF ASSIGNOR’S COVENANTS AND OBLIGATIONS CONTAINED IN THE AGREEMENT AND THIS ASSIGNMENT, AND ASSIGNOR SHALL HAVE NO FURTHER LIABILITY TO ASSIGNEE OR OTHERWISE WITH RESPECT TO THE AGREEMENT, THIS ASSIGNMENT, THE TRANSFER CONTEMPLATED HEREBY, OR ANY DOCUMENTS DELIVERED PURSUANT HERETO OR THERETO.

(d) ASSIGNEE AGREES NEVER TO COMMENCE OR PROSECUTE, OR CONSPIRE OR COLLUDE WITH OTHERS TO COMMENCE OR PROSECUTE, AGAINST ASSIGNOR, ITS PARTNERS, MEMBERS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS OR EMPLOYEES (OTHER THAN AGENTS, CONSULTANTS, CONTRACTORS OR SUBCONTRACTORS OF ASSIGNOR AGAINST WHOM RECOURSE RIGHTS HAVE BEEN EXPRESSLY ASSIGNED TO ASSIGNEE PURSUANT TO THE TERMS OF THIS ASSIGNMENT), ANY ACTION OR OTHER PROCEEDING BASED UPON ANY CLAIM COVERED BY THIS RELEASE.

(e) AS A MATERIAL PART OF THE CONSIDERATION TO ASSIGNEE FOR THE PURCHASE OF THE LLC INTERESTS, EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES OF ASSIGNEE EXPRESSLY SET FORTH IN THE AGREEMENT OR THIS ASSIGNMENT (WHICH SHALL BE SUBJECT TO THE APPLICABLE LIMITATIONS SET FORTH IN SECTION 7 BELOW) AND ANY OTHER OBLIGATIONS OR AGREEMENTS OF ASSIGNEE UNDER THE AGREEMENT OR THIS ASSIGNMENT THAT BY THE EXPRESS TERMS OF THE AGREEMENT OR THIS ASSIGNMENT SURVIVE THE CLOSING, ASSIGNOR, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY WAIVES, AND RELEASES ASSIGNEE, ITS MEMBERS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, DAMAGES, CAUSES OF ACTION AND LIABILITIES, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT ARE BASED DIRECTLY OR INDIRECTLY ON, ARISE FROM OR IN CONNECTION WITH, OR ARE RELATED TO: (A) THE LLC INTERESTS, THE INTERMEDIARIES OR THE PROPERTY OWNERS, (B) ANY PAST, PRESENT OR FUTURE CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS IN OR TO THE PROPERTIES OR ANY IMPROVEMENTS TO THE PROPERTIES’ PROXIMITY TO ANY GEOLOGICAL HAZARD, OR THE PRESENCE OF HAZARDOUS MATERIALS AT THE PROPERTIES, WHETHER IN COMMON LAW OR UNDER ANY EXISTING OR HEREINAFTER ENACTED FEDERAL, STATE OR LOCAL LAW, REGULATION, OR ORDINANCE,

INCLUDING, WITHOUT LIMITATION, CERCLA AND RCRA, AS AMENDED, AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF ASSIGNEE, (C) ANY AND ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS, CONCLUSIONS, ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION CONTAINED IN ANY OF THE DOCUMENTS DELIVERED TO ASSIGNOR IN CONNECTION HEREWITH OR WITH THE AGREEMENT, OR ANY MISREPRESENTATION OR FAILURE TO DISCLOSE INFORMATION RELATING TO THE PROPERTIES OR THE DOCUMENTS DELIVERED TO ASSIGNOR IN CONNECTION HEREWITH OR WITH THE AGREEMENT, OR (D) ANY DEFECT, INACCURACY OR INADEQUACY IN THE CONDITION OF TITLE TO THE PROPERTIES, LEGAL DESCRIPTIONS OF THE PROPERTIES, OR COVENANTS, RESTRICTIONS, ENCUMBRANCES OR ENCROACHMENTS WHICH AFFECT THE PROPERTIES.

(f) ASSIGNOR HEREBY ACKNOWLEDGES AND AGREES THAT (i) ASSIGNOR MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE REGARDING THE PROPERTIES, (ii) ASSIGNOR’S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE ASSIGNEE AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS, AND (iii) ASSIGNOR KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS, BENEFITS AND PRIVILEGES TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY FEDERAL, STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT VALIDITY OR ENFORCEABILITY OF ALL OR PART OF THE RELEASES SET FORTH IN THIS ASSIGNMENT.

(g) ASSIGNOR HEREBY ACKNOWLEDGES AND AGREES THAT UPON THE FULL EXECUTION OF THIS ASSIGNMENT, ASSIGNEE SHALL BE DEEMED TO HAVE SATISFIED AND FULFILLED ALL OF ASSIGNEE’S COVENANTS AND OBLIGATIONS CONTAINED IN THIS ASSIGNMENT AND THE AGREEMENT, AND ASSIGNEE SHALL HAVE NO FURTHER LIABILITY TO ASSIGNOR OR OTHERWISE WITH RESPECT TO THIS ASSIGNMENT, THE AGREEMENT, THE TRANSFERS CONTEMPLATED HEREBY OR THEREBY, OR ANY DOCUMENTS DELIVERED PURSUANT HERETO OR THERETO.

(h) ASSIGNOR AGREES NEVER TO COMMENCE OR PROSECUTE, OR CONSPIRE OR COLLUDE WITH OTHERS TO COMMENCE OR PROSECUTE, AGAINST ASSIGNEE, ITS PARTNERS, MEMBERS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS OR EMPLOYEES (OTHER THAN AGENTS, CONSULTANTS, CONTRACTORS OR SUBCONTRACTORS OF ASSIGNEE AGAINST WHOM RECOURSE RIGHTS HAVE BEEN EXPRESSLY ASSIGNED TO ASSIGNOR PURSUANT TO THE TERMS OF THIS ASSIGNMENT), ANY ACTION OR OTHER PROCEEDING BASED UPON ANY CLAIM COVERED BY THIS RELEASE.

THE PROVISIONS OF THIS SECTION 6, INCLUDING, WITHOUT LIMITATION THE WAIVERS AND RELEASES CONTAINED HEREIN, SHALL SURVIVE THE CLOSING DATE AND THE CLOSING.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ASSIGNMENT, IN NO EVENT SHALL THE PROVISIONS OF CLAUSES (e) THROUGH (h) OF THIS SECTION 6, THE SURVIVAL PERIOD SET FORTH IN SECTION 7 BELOW, OR ANY OTHER PROVISION OF THE AGREEMENT OR THIS ASSIGNMENT IN ANY WAY MODIFY, AMEND, LIMIT, WAIVE, RELEASE OR OTHERWISE ALTER ANY DUTY, LIABILITY OR OBLIGATION OF ASSIGNEE OR ANY AFFILIATE OF ASSIGNEE UNDER (1) THE LLC AGREEMENTS, (2) THE UNDERTAKING OF PRINCIPAL, (3) ANY OF THE PROPERTY MANAGEMENT AGREEMENTS FOR THE PROPERTIES BETWEEN THE APPLICABLE PROPERTY OWNER AND AN AFFILIATE OF ASSIGNEE AS IN EFFECT IMMEDIATELY PRIOR TO THE CLOSING (COLLECTIVELY, THE “PROPERTY MANAGEMENT AGREEMENTS”), (4) THE AGREEMENT, (5) THIS ASSIGNMENT OR (6) ANY OTHER AGREEMENT BETWEEN ASSIGNOR OR ANY DIRECT OR INDIRECT SUBSIDIARY OF ASSIGNOR, ON THE ONE HAND, AND ASSIGNEE OR ANY AFFILIATE OF ASSIGNEE, ON THE OTHER HAND (COLLECTIVELY, THE “TRANSACTION DOCUMENTS”).

FURTHER NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THIS ASSIGNMENT, IN NO EVENT SHALL THE PROVISIONS OF CLAUSES (a) THROUGH (d) OF THIS SECTION 6, THE SURVIVAL PERIOD SET FORTH IN SECTION 7 BELOW, OR ANY OTHER PROVISION OF THE AGREEMENT OR THIS ASSIGNMENT IN ANY WAY MODIFY, AMEND, LIMIT, WAIVE, RELEASE OR OTHERWISE ALTER ANY DUTY, LIABILITY OR OBLIGATION OF ASSIGNOR OR ANY AFFILIATE OF ASSIGNOR UNDER (1) THE AGREEMENT, (2) THE LLC AGREEMENTS OR (3) ANY OTHER AGREEMENT BETWEEN ASSIGNEE OR ANY DIRECT OR INDIRECT SUBSIDIARY OF ASSIGNEE (OTHER THAN THE PROPERTY OWNERS OR THE INTERMEDIARIES), ON THE ONE HAND, AND ASSIGNOR OR ANY AFFILIATE OF ASSIGNOR (OTHER THAN THE PROPERTY OWNERS OR THE INTERMEDIARIES), ON THE OTHER HAND; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF CLAUSES (a) THROUGH (d) OF THIS SECTION 6 SHALL (WITHOUT LIMITATION) IN ALL EVENTS APPLY WITH RESPECT TO ANY DUTY, LIABILITY OR OBLIGATION OF ASSIGNOR THAT ARISES FROM OR RELATES TO THE PROPERTIES, THE PROPERTY OWNERS, THE INTERMEDIARIES, THE PROPERTY MANAGEMENT AGREEMENTS OR THE LLC INTERESTS (IT BEING ACKNOWLEDGED AND AGREED THAT, FROM AND AFTER THE CLOSING, ASSIGNOR SHALL HAVE NO LIABILITIES, OBLIGATIONS OR DUTIES ARISING FROM OR RELATING TO THE PROPERTIES, THE PROPERTY OWNERS, THE INTERMEDIARIES, THE PROPERTY MANAGEMENT AGREEMENTS OR THE LLC INTERESTS OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 7 BELOW).

7. Breach of Representation. Assignor and Assignee agree that, following the Closing, (i) each shall be liable for the direct, but not consequential, indirect or punitive, damages resulting from any breach of its representations and warranties expressly set forth in the Agreement or this Assignment; (ii) such representations and warranties are personal to Assignor

and Assignee and may not be assigned to or enforced by any other person; and (iii) the representations and warranties of Assignor and Assignee set forth in the Agreement, this Assignment or in any document or certificate delivered by Assignor or in connection herewith or therewith shall survive the Closing for a period of six (6) months (the “Survival Period”), and no action or proceeding thereon shall be valid or enforceable, at law or in equity, if a legal proceeding is not commenced within that time. Notwithstanding the foregoing, Assignee hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement, the Assignment or otherwise to make a claim against Assignor for damages that Assignee may incur, or to rescind this Assignment or the Agreement and the transactions contemplated hereby or thereby, as the result of any of Assignor’s representations or warranties in this Agreement, the Assignment or any document executed by Assignor in connection herewith or therewith being untrue, inaccurate or incorrect if Assignee knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or to the extent that any inaccuracy, untruth or incorrectness of Assignor’s representations or warranties set forth in this Agreement or the Assignment were caused by the act or omission of Assignee or any affiliate of Assignee whether acting (i) as the property manager or leasing agent for the Properties, (ii) as a manager of the sole member of Assignor, (iii) as a member of the sole member of Assignor or (iv) in any other capacity. In addition to the other limitations on the liability of Assignor set forth herein and in the Assignment, in no event shall Assignor be liable for any losses, costs, liabilities or damages that Assignee may incur as a result of the gross negligence or willful misconduct of Assignee or any affiliate of Assignee or any act or omission of Assignee or any affiliate of Assignee which constitutes or constituted a breach or default by Assignee or any affiliate of Assignee under any Transaction Document.

8. Intentionally Omitted.

9. Assignment; Binding on Successors and Assigns. Neither Assignor nor Assignee shall assign this Assignment without the prior written consent of the other party, which consent Assignee or Assignor, as applicable, may withhold in its sole, absolute and subjective discretion. Any such attempted assignment without the prior written consent of the other party shall be void. Any permitted assignments shall not relieve the assigning party from its liability under this Assignment. Subject to the foregoing, and except as provided to the contrary herein, the terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of and bind all parties hereto and their respective heirs, executors, administrators, successors and assigns.

10. Attorneys’ Fees. If any legal action or any arbitration or other proceeding is brought or if an attorney is retained for the enforcement of this Assignment or any portion thereof, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Assignment, the prevailing party shall be entitled to recover from the other reimbursement for the reasonable fees of attorneys and other costs (including court costs and witness fees) incurred by it, in addition to any other relief to which it may be entitled. The term “prevailing party” means the party obtaining substantially the relief sought, whether by compromise, settlement or judgment. The provisions of this Section 10 shall survive the Closing Date and the Closing.

11. Entire Agreement. This Assignment, together with the Agreement, contains the entire agreement and understanding of the parties in respect to the subject matter hereof, and the parties intend for the literal words of this Assignment to govern and for all prior negotiations, drafts, and other extrinsic communications, whether oral or written, to have no significance or evidentiary effect. The parties further intend that neither this Assignment nor any of its provisions may be changed, amended, discharged, waived or otherwise modified orally except only by an instrument in writing duly executed by the party to be bound thereby. The parties hereto fully understand and acknowledge the importance of the foregoing sentence and are aware that the law may permit subsequent oral modification of a contract notwithstanding contract language which requires that any such modification be in writing; but Assignor and Assignee fully and expressly intend that the foregoing requirements as to a writing be strictly adhered to and strictly interpreted and enforced by any court which may be asked to decide the question. Each party hereto acknowledges that this Assignment accurately reflects the agreements and understandings of the parties hereto with respect to the subject matter hereof and hereby waive any claim against the other party which such party may now have or may hereafter acquire to the effect that the actual agreements and understandings of the parties hereto with respect to the subject matter hereof may not be accurately set forth in this Assignment.

12. Governing Law. This Assignment shall be governed by the laws of the State of Delaware.

13. Counterparts. This Assignment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. Headings; Construction. The various headings of this Assignment are included for convenience only and shall not affect the meaning or interpretation of this Assignment or any provision hereof. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and the masculine shall include the feminine and the neuter and vice versa. The use in this Assignment of the term “including” and related terms such as “include” shall in all cases mean “without limitation.”

15. Partial Validity; Severability. If any term or provision of this Assignment or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Assignment, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Assignment shall be valid and be enforced to the fullest extent permitted by law.

16. No Third Party Beneficiaries. This Assignment is for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns, and no third party is intended to, or shall have, any rights hereunder.

17. Joint Product of Parties. This Assignment is the result of arms-length negotiations between Assignor and Assignee and their respective attorneys. Accordingly, neither party shall be deemed to be the author of this Assignment and this Assignment shall not be construed against either party.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as a sealed instrument as of the date first above written.


	ASSIGNOR: XX XX/GMH II LLC, a Massachusetts limited liability company
	By:	Fidelity Real Estate Growth Fund II, L.P., a Delaware limited partnership, its sole member


	By:	Pyramis Global Advisors Trust Company, as Investment Manager and not individually


	By:
		Name:
		Title:


ASSIGNEE:

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, Maryland limited partnership

By:	American Campus Communities Holdings LLC, its general partner

	By:	American Campus Communities, Inc., its sole member

		By:
			Name:
			Title:

Exhibit C

UPDATED REPRESENTATION CERTIFICATE

The undersigned, as Assignor under an Agreement for Assignment of LLC Interests (“Agreement for Assignment”) dated as of June 1, 2010 between XX XX/GMH II LLC (“Assignor”) and American Campus Communities Operating Partnership, LP (“Assignee”), does hereby certify to Assignee that the representations and warranties of Assignor in Section 2 of the Agreement for Assignment are accurate, true and correct in all material respects on and as of the date hereof with the same force and effect as though made on and as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation or warranty which by its terms is qualified by materiality shall be true and correct in all respects.

Dated as of this ___ day of , 2010.


	ASSIGNOR: XX XX/GMH II LLC, a Massachusetts limited liability company
	By:	Fidelity Real Estate Growth Fund II, L.P., a Delaware limited partnership, its sole member


	By:	Pyramis Global Advisors Trust Company, as Investment Manager and not individually


	By:
		Name:
		Title:

Exhibit D

UPDATED REPRESENTATION CERTIFICATE

The undersigned, as Assignee under an Agreement for Assignment of LLC Interests (“Agreement for Assignment”) dated as of June 1, 2010 between XX XX/GMH II LLC (“Assignor”) and American Campus Communities Operating Partnership, LP (“Assignee”), does hereby certify to Assignor that the representations and warranties of Assignee in Section 3 of the Agreement for Assignment are accurate, true and correct in all material respects on and as of the date hereof with the same force and effect as though made on and as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation or warranty which by its terms is qualified by materiality shall be true and correct in all respects.

Dated as of this ___ day of , 2010.


ASSIGNEE:

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, Maryland limited partnership

By:	American Campus Communities Holdings LLC, its general partner

	By:	American Campus Communities, Inc., its sole member

		By:
			Name:
			Title:

C-1

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AGREEMENT FOR ASSIGNMENT OF LLC INTERESTS from GF II/GMH II LLC to AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP

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