FIRST AMENDMENT TO PLEDGE AGREEMENT

Exhibit 10.3

THIS FIRST AMENDMENT TO PLEDGE AGREEMENT (this “Amendment”), dated as of March 30, 2011, by and among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation (“Pledgor”) and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Agent for itself and the other Banks (the “Banks”) from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”).

W I T N E S S E T H:

WHEREAS, Pledgor, KeyBank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and the Banks entered into that certain Second Amended and Restated Credit Agreement, dated January 29, 2010 (the “Original Credit Agreement”);

WHEREAS, pursuant to the Original Credit Agreement, Pledgor executed that certain Pledge Agreement, dated January 29, 2010 (as the same may be varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Pledge Agreement”), to secure the obligations of Pledgor under the Original Credit Agreement and certain other agreements;

WHEREAS, Pledgor KeyBank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and the Banks are, simultaneously herewith, entering into that certain Third Amended and Restated Credit Agreement (the “Credit Agreement”);

WHEREAS, as a condition to KeyBank’s, as Administrative Agent, PNC Bank, National Association’s, as Syndication Agent, Bank of America, N.A.’s, as Documentation Agent, and the Banks’ execution and delivery of the Credit Agreement, Pledgor has agreed to enter into this Amendment;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth hereinbelow, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows:

1. Definitions. Capitalized terms used in this Amendment, but which are not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit Agreement.

2. Modification of the Pledge Agreement. Pledgor and Agent do hereby modify and amend the Pledge Agreement as follows:

(a) By deleting the reference to “$500,000,000” in the fourth “WHEREAS” clause thereof and inserting in lieu thereof a reference to $450,000,000”.

(b) By deleting Exhibit “A” and Exhibit “B” attached thereto in their entirety and inserting in lieu thereof Exhibit “A” and Exhibit “B” attached to this Amendment.

3. References to Pledge Agreement. All references in the Loan Documents to the Pledge Agreement shall be deemed a reference to the Pledge Agreement, as modified and amended herein.

4. Representations. Pledgor represents and warrants to Agent and the Banks as follows:

(a) The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Pledgor, (ii) have been duly authorized by all necessary proceedings on the part of Pledgor, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which Pledgor or Parent is subject or any judgment, order, writ, injunction, license or permit applicable to Pledgor or Parent, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the articles of incorporation, bylaws, operating agreement, partnership agreement, declaration of trust or other charter documents of, or any agreement or other instrument binding upon, Pledgor, Parent, or any of their respective properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of Pledgor or Parent other than the liens and encumbrances in favor of Agent contemplated by this Amendment and the other Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to Agent.

(b) The execution and delivery of this Amendment create valid and legally binding obligations of Pledgor enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity.

(c) The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of, or filing with, any governmental agency or authority other than those already obtained.

(d) The representations and warranties made by Pledgor under the Pledge Agreement, as amended and modified by this Amendment, or otherwise made by or on behalf of Pledgor in connection therewith were true and correct in all material respects when made and are true and correct in all material respects as of the date hereof.

5. No Default. By execution hereof, Pledgor certifies that no Possible Default or Event of Default has occurred and is continuing.

6. Ratification. Except as hereinabove set forth, all terms, covenants and provisions of the Pledge Agreement remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Pledge Agreement as modified and amended herein and the other Loan Documents. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release,

extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Pledgor or Parent under the Loan Documents.

7. Acknowledgment of Pledgor. Pledgor hereby acknowledges, represents and agrees that the Loan Documents, as modified and amended herein, remain in full force and effect and constitute the valid and legally binding obligation of Pledgor enforceable against Pledgor in accordance with their respective terms, and that the execution and delivery of this Amendment does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of Pledgor’s obligations under the Loan Documents.

8. Grant of Security Interest; No Impairment; Continuing Security Interest.

(a) As security for the payment and performance by Pledgor of each and all of the indebtedness, liabilities, duties, responsibilities and obligations whether such indebtedness, liabilities, duties, responsibilities and obligations are now existing or are hereafter created or arising under the Pledge Agreement or any other Loan Document, Pledgor does hereby transfer, assign, pledge, convey, and grant to Agent, for the benefit of itself and the Banks, and does hereby grant a security interest to Agent, for the benefit of itself and the Banks, in, all of Pledgor’s right, title and interest in and to all Collateral referenced on Exhibit “A” attached hereto.

(b) Except as otherwise expressly provided herein, nothing herein contained shall in any way (a) impair or affect the validity and priority of the lien of the Pledge Agreement as to the collateral originally encumbered prior to the date of this Amendment, (b) alter, waive, annul or affect any provision, condition or covenant in the Loan Documents, or (c) affect or impair any rights, powers or remedies under the Loan Documents.

(c) In furtherance of the foregoing, Pledgor hereby acknowledges, represents and agrees that the Pledge Agreement, as amended by this Amendment, creates a continuing security interest in the Collateral listed on Exhibit “A” attached hereto and made a part hereof) and shall (x) remain in full force and effect until the indefeasible payment in full of the Obligations (as defined in the Pledge Agreement) and the Banks have no further obligation to make any advances or issue Letters of Credit under the Credit Agreement, (y) be binding upon Pledgor and its permitted heirs, successors and assigns, and (z) inure, together with the rights and remedies of Agent hereunder and thereunder, to the benefit of Agent and the Banks and their respective successors, transferees and assigns.

(d) Nothing contained in this Amendment, including, without limitation, this Section 8, shall in any way operate to override or limit the Collateral Exclusion (as defined in the Pledge Agreement), and the grant of the security interest in the Collateral set forth herein is subject to the Collateral Exclusion as if the terms applicable thereto (including the limitations on the Collateral Exclusion contained in the proviso at the end of the last paragraph of Section 2 of the Pledge Agreement) were fully set forth herein.

9. Amendment as Related Writing. This Amendment shall constitute a Related Writing.

10. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.

11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF OHIO EXCEPT TO THE EXTENT OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO THE CREATION, PERFECTION (OTHER THAN PERFECTION OF A SECURITY INTEREST IN ANY CERTIFICATE EVIDENCING COLLATERAL (TO THE EXTENT REQUIRED TO BE DELIVERED TO AGENT HEREUNDER) BY CONTROL THEREOF, WHICH SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE SUCH CERTIFICATE IS LOCATED) AND FORECLOSURE OF SECURITY INTERESTS AND LIENS, AND ENFORCEMENT OF RIGHTS AND REMEDIES AGAINST THE COLLATERAL, WHICH MATTER SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF OHIO.

12. Miscellaneous. This Amendment shall be effective upon the execution hereof by Pledgor and Agent and shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement. All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.

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IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment, under seal, as of the day and year first above written.


		PLEDGOR:

		FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation

		By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: President and Chief Executive Officer
		[SEAL]


AGENT: KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent
By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President

PLEDGE AGREEMENT - EXHIBIT A

FCRPC Active Subs - January 31, 2011


	% Interest Directly	Date		Jurisdiction
Subsidiary	Held by FCRPC	Acquired		Code	Entity Type
Xxxxx Inc.	100		2/2/1981	OH	Corporation
Atlantic Center Fort Xxxxxx, Inc.	100		9/30/1994	NY	Corporation
Atlantic Center Housing Associates, L.P.	12		5/26/1994	NY	Limited Partnership
Ballston Common Associates, L.P.	50		4/30/1994	DE	Limited Partnership
Ballston Development Corporation	100		3/28/1984	OH	Corporation
Beachwood Venture Associates Limited Partnership	99		8/18/2006	MI	Limited Partnership
Boulevard Towers LLC	2		12/15/1998	NY	Limited Liability Company
Canton Centre Mall Limited Partnership	89		12/20/2000	OH	Limited Partnership
Center Courtland, Inc.	100		8/2/1988	OH	Corporation
Chagrin Office Building, L.L.C.	66.66667		10/13/1998	OH	Limited Liability Company
Chapel Hill Apartments, Ltd.	100		6/11/2007	OH	Limited Liability Company
F. C. Billboard, Inc.	100		3/24/1995	PA	Corporation
F. C. Canton Centre, Inc.	100		3/3/1994	OH	Corporation
F. C. Fairmont, L.L.C.	85		2/1/2002	OH	Limited Liability Company
F. C. Laurels Limited Partnership	99		9/26/1995	IL	Limited Partnership
F. C. Liberty, Inc.	100		4/25/1995	PA	Corporation
F. C. Regency Club Limited Partnership	99		3/24/1994	NJ	Limited Partnership
F. C. Rolling Acres, Inc.	100		3/3/1994	OH	Corporation
F. C. Southridge Corp.	100		9/11/1986	OH	Corporation
F.C. Fireland, Inc.	100		9/3/1985	OH	Corporation
F.C. Member, Inc.	100		1/17/1997	NY	Corporation
F.C. MIDTOWN, LLC	2		10/1/2009	OH	Limited Liability Company
F.C. Short Pump Land Investment, Inc.	100		6/27/1996	VA	Corporation
F.C. Stonecrest Land Investment, Inc.	100		5/15/1997	GA	Corporation
F.C. Stonecrest Mall, Inc.	100		5/15/1997	GA	Corporation
F.C. Temecula, Inc.	100		7/21/1997	CA	Corporation
X.X. Xxxxxxx, LLC	100		7/18/2001	OH	Limited Liability Company
F.C. Westland, LLC	100		7/18/2001	OH	Limited Liability Company
F.C. WHITEACRES LLC	2		7/13/2005	OH	Limited Liability Company
FC 45/75 Xxxxxx, Inc.	100		6/20/1997	MA	Corporation
FC 8 South, Inc.	100		6/12/2001	NY	Corporation
FC 000-000 Xxxxxxx Xxxxxx, LLC	100		7/28/2008	DE	Limited Liability Company
FC Bellevue Associates Limited Partnership	99		2/24/1997	WA	Limited Partnership
FC Emerald Park, Inc.	100		7/9/1997	OH	Corporation
FC LH, Inc.	100		2/6/1996	OH	Corporation
FC Manhattan, Inc.	100		11/15/2001	KS	Corporation

FCRPC Active Subs - January 31, 2011


	% Interest Directly	Date		Jurisdiction
Subsidiary	Held by FCRPC	Acquired		Code	Entity Type
FC Master Associates III, Inc.	100		7/25/2006	NY	Corporation
FC Northern Boulevard, Inc.	100		4/29/1996	NY	Corporation
FC Ohio HTC Investor, LLC	100		12/2/2010	DE	Limited Liability Company
FC Pacific, Inc.	100		12/26/1995	NY	Corporation
FC Pittsburgh, Inc. (fka Xxxxxx’x Pittsburgh Investment Company, Inc.)	100		11/13/1997	NV	Corporation
FC University Park II, Inc.	100		10/17/1996	MA	Corporation
XX Xxxxxxx Place LLC	99		4/1/2004	MI	Limited Liability Company
First Forest City Brookline Street, Inc.	100		12/31/1991	MA	Corporation
First New York Management Company, Inc.	100		10/20/1987	NY	Corporation
Forest Bay, Inc.	100		6/7/1978	OH	Corporation
Forest City 42nd Street, Inc.	100		9/8/1995	NY	Corporation
Xxxxxx Xxxx 00 Xxxxxx Xxxxxx, Inc.	100		12/1/1988	OH	Corporation
Forest City Antelope Valley, Inc.	100		12/11/1987	OH	Corporation
Forest City Atlantic Housing, Inc.	100		4/15/1993	NY	Corporation
Forest City B.U.G. Building, Inc.	100		11/24/1986	NY	Corporation
Forest City Bluffside Corporation	100		3/8/1985	OH	Corporation
Forest City Xxxxxxxx, Inc.	100		6/20/1995	NY	Corporation
Forest City California Commercial Construction, Inc.	100		2/18/1988	CA	Corporation
Forest City Cambridge, Inc.	100		3/5/1984	OH	Corporation
Forest City Central Station, Inc.	100		6/12/1989	OH	Corporation
Forest City Commercial Construction Co., Inc.	100		2/23/1987	OH	Corporation
Forest City Commercial Group, Inc.	100		10/30/1997	OH	Corporation
Forest City Commercial Holdings, Inc.	100		3/24/1995	NY	Corporation
Forest City Commercial Management, Inc.	100		2/1/1985	OH	Corporation
Forest City Development California, Inc.	100		6/4/1986	CA	Corporation
Forest City East Coast, Inc.	100		5/8/1989	NY	Corporation
Forest City Xxx, Inc.	100		3/11/1996	NY	Corporation
Forest City Xxxxx, Inc.	100		12/17/1996	NY	Corporation
Forest City Finance Corporation	100		6/2/1988	OH	Corporation
Forest City Flatbush, Inc.	100		3/25/1996	NY	Corporation
Forest City Xxxxxx Street Building, Inc.	100		3/14/1989	NY	Corporation
Forest City Galaxy, Inc.	100		3/7/1994	NV	Corporation
Forest City Grand Avenue, Inc.	100		6/26/1996	NY	Corporation
Forest City Grant Liberty Associates	99		12/15/1983	PA	Limited Partnership
Forest City Hunting Park, Inc.	100		3/14/1995	PA	Corporation
Forest City International Plaza Corp.	100		9/2/1981	OH	Corporation

FCRPC Active Subs - January 31, 2011


	% Interest Directly	Date		Jurisdiction
Subsidiary	Held by FCRPC	Acquired		Code	Entity Type
Forest City Mercy Campus, Inc.	100		6/21/2005	OH	Corporation
Forest City Metrotech Corp.	100		9/30/1985	OH	Corporation
Forest City N. Y., Inc.	100		3/9/1989	NY	Corporation
Forest City N.Y. Group, Inc.	100		7/22/1998	NY	Corporation
Forest City Park Manor, Inc.	100		11/18/1987	OH	Corporation
Forest City Peripheral Land, Inc.	100		8/24/1989	DE	Corporation
Forest City Pierrepont, Inc.	100		6/25/1985	NY	Corporation
Forest City Pittsburgh Land, Inc.	100		8/24/1989	DE	Corporation
Forest City Residential Group, Inc.	100		3/5/1997	OH	Corporation
Forest City Richmond, Inc.	100		5/7/1996	NY	Corporation
Forest City Xxxxxxxx Mall, Inc.	100		8/24/1989	DE	Corporation
Forest City S.I.A.C. Building, Inc.	100		11/24/1986	NY	Corporation
Forest City San Xxxxxxx Corp.	100		6/5/1979	OH	Corporation
Forest City Sound View Associates	99		1/16/1979	CT	Limited Partnership
Forest City Station Square, Inc.	100		5/19/1994	PA	Corporation
Forest City Sustainable Resources, LLC	100		11/10/2009	OH	Limited Liability Company
Forest City Tech Place, Inc.	100		3/1/1993	NY	Corporation
Forest City Xxxxxx, Inc.	100		7/7/1993	NY	Corporation
Forest City University Park Food Services, Inc.	100		6/2/1992	OH	Corporation
Forest City Waring, Inc.	100		3/7/1996	NY	Corporation
Forest City Washington, Inc.	100		6/13/2002	DC	Corporation
Franklin Town Towers Associates	99		5/21/1997	PA	Limited Partnership
HAI/FCD Partnership	99		1/1/1978	CA	General Partnership
Halle Garage Investments, LLC	100		7/31/2009	OH	Limited Liability Company
Halle Investments, LLC	100		7/20/2009	OH	Limited Liability Company
In Town Hotels, Inc.	100		1/31/1980	OH	Corporation
In Town Parking, Inc.	100		4/13/1982	OH	Corporation
In Town Shopping Center, Inc.	100		6/2/1981	OH	Corporation
Independence Place Associates, L.L.C.	50		5/12/1999	OH	Limited Liability Company
Manhattan Mall Company	98		11/1/2001	KS	General Partnership
Oracle-Xxxxxxx Co. Limited Partnership	1.35		1/1/1978	AZ	Limited Partnership
Playhouse Square Investment, Inc.	100		12/17/1980	OH	Corporation
Post Office Building Co.	78		9/12/1983	OH	Corporation
RM Member, LLC	80		12/13/2004	CA	Limited Liability Company
Rolling Acres Properties Co. Limited Partnership	27.57		6/14/2007	OH	Limited Partnership
T.C. Avenue, Inc. F/K/A F.C. Parklabrea Towers, Inc.	100		7/16/1986	OH	Corporation

FCRPC Active Subs - January 31, 2011


	% Interest Directly	Date		Jurisdiction
Subsidiary	Held by FCRPC	Acquired		Code	Entity Type
Terminal Investments, Inc.	100		10/19/1982	OH	Corporation
Tower City Expansion, Inc.	100		10/25/1991	OH	Corporation
Tower City Hotel Associates Limited Partnership	95		9/22/2005	DE	Limited Partnership
Tower City Land Corporation	100		12/4/1985	OH	Corporation
Tower City Properties Ltd.	50		3/24/1980	OH	Limited Partnership
Tower City Riverview Company	100		10/6/1989	OH	Corporation
Tower City Skylight Tower, Inc.	100		3/17/1989	OH	Corporation
Tower Energy, Inc.	100		4/28/1989	OH	Corporation
Tower Hotels, Inc.	100		7/29/1983	OH	Corporation
Xxxxx, Inc.	100		2/22/1978	OH	Corporation
WBA Woodlake, L.L.C.	99		7/27/1998	MI	Limited Liability Company

PLEDGE AGREEMENT - EXHIBIT B

Property List - 1/31/11 **

COMMERCIAL GROUP

OFFICE BUILDINGS

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Consolidated Office Xxxxxxxxx

0 Xxxxxx Xxxxx

XX Xxxxxx Office Associates, LLC

F.C. Member, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

250 Huron

Tower City Hotel Associates Limited Partnership

Tower Hotel, Inc. and Forest City Rental Properties Corporation

Cleveland, OH

3055 Xxxxxx (formerly Xxxxxxxxx Medical Office)

XX Xxxxxxxxx III, LLC

Forest City Residential Group, Inc.

Xxxxxx, XX

0000 Oakton

FC 4930 Oakton LLC

Forest City Commercial Group, Inc.

Skokie, IL

Ballston Common Office Center

Ballston Office Center, LLC

Chapel Hill Apartments, Ltd.

Arlington, VA

Colorado Studios

XX Xxxxxxxxx III, LLC

Forest City Residential Group, Inc.

Denver, CO

Commerce Court

Commerce Court, LLC

Forest City N.Y. Group, Inc.

Pittsburg, PA

Edgeworth Building

XX Xxxxxxxxx Lessor, LLC

Forest City Commercial Group, Inc.

Richmond, VA

Eleven MetroTech Center

Forest City Tech Place Associates II, LLC

Forest City Tech Place, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

Fairmont Plaza

FC Fairmont SPE, LLC

F.C. Fairmount, LLC

San Jose, CA

Fifteen MetroTech Center

Forest City Myrtle Associates, LLC

F.C. Member Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

Halle Building

a) Halle Office Building Limited Partnership, (b) S & R
Playhouse Realty Company

(a) FC LH (b) Halle Investments LLC and Playhouse Square Investment, Inc.

Cleveland, OH

Harlem Center

Harlem Center Office, LLC

Forest City Master Associates III, LLC* and Forest City Commercial Holdings, Inc.

Manhattan, NY

Xxxxxx Building

Forest Bay Tower City, LLC

Forest Bay, Inc.

Cleveland, OH

Illinois Science and Technology Park

- Building A

FC 4901 Xxxxxx, LLC

Forest City Commercial Group, Inc.

Skokie, IL

- Building J

FC Skokie SPE, LLC

Forest City Commercial Group, Inc.

Skokie, IL

- Building P

FC Skokie SPE, LLC

Forest City Commercial Group, Inc.

Skokie, IL

- Building Q

FC Skokie SPE, LLC

Forest City Commercial Group, Inc.

Skokie, IL

Xxxxx Xxxxxxx - 000 Xxxxx Xxxxx Xxxxxx

855 X. XXXXX STREET, LLC

Forest City Commercial Group, Inc.

East Baltimore, MD

New York Times

FC Eighth Ave., LLC

Forest City N.Y. Group, Inc. and FC 8 South, Inc.

Manhattan, NY

Nine MetroTech Center North

FC Flatbush Associates II, LLC

Forest City Flatbush, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

One MetroTech Center

Forest City Xxx Street Associates, L.P.

Forest City B.U.G. Building, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

One Pierrepont Plaza

Forest City Pierrepont Associates

Forest City Pierrepont, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

Post Office Plaza

Post Office Plaza Limited Partnership

Forest City Commercial Group, Inc.

Cleveland, OH

Richmond Office Park

(a) FC Richmond I, LLC, (b) XX Xxxxxxxx XX, LLC, (c) Highland II, L.L.C., and (d) Hillcrest Investments, LLC

(a) Canton Centre Mall Limited Partnership, (b) F.C. Fireland, Inc., (c) F.C. Fireland, Inc. and (d) Canton Centre Mall Limited Partnership

Richmond, VA

Skylight Office Tower

Skylight Office Tower SPE, LLC

Forest City Skylight Tower, Inc.

Cleveland, OH

PLEDGE AGREEMENT - EXHIBIT B

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Ten MetroTech Center

625 Xxxxxx Associates, LLC

Forest City Xxxxxx Street Building, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

Terminal Tower

Terminal Tower SPE, LLC

Terminal Investments, Inc.

Cleveland, OH

Twelve MetroTech Center

330 Xxx Office Associates, LLC

Forest City Commercial Holdings, Inc.

Brooklyn, NY

Two XxxxxXxxx Xxxxxx

Xxxxxx Xxxx Xxxxxx Xxxxxx Associates, L.P.

Forest City S.I.A.C. Building, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

University of Pennsylvania

PB 31st Street, LLC

Forest City Equity Services, Inc.

Philadelphia, PA

Waterfront Station - East 4th and West
4th Bldgs

Waterfront Associates, LLC

Forest City Commercial Group, Inc.

Washington, D.C.

Unconsolidated Office Xxxxxxxxx

00 Xxxxxxxxxx Xxxxxx

UP 35 Landsdowne, LLC

Forest City Commercial Group, Inc.

Cambridge, MA

000 Xxxxxxxxxxxxx Xxx

Xxxxxxxxxx Xxxx Phase II Limited Partnership

FC University Park II, Inc.

Cambridge, MA

00 Xxxxxxxxxx Xxxxxx

Xxxxxx Xxxx 00 Xxxxxxxxxx, LLC

Forest City Commercial Group, Inc.

Cambridge, MA

00/00 Xxxxxx Xxxxxx

UP 45/75 Xxxxxx, LLC

Forest City Commercial Group, Inc.

Cambridge, MA

00/00 Xxxxxxxxxx Xxxxxx

UP 65/80 Landsowne, LLC

Forest City Commercial Group, Inc.

Cambridge, MA

000 Xxxxxxx Xxxxxx

(a) FC 000-000 Xxxxxxx Xxxxxx LLC (b) Westfield 816-818 Mission Street, LLC

(a) Forest City Rental Properties Corporation

San Francisco, CA

00 Xxxxxx Xxxxxx

Xxxxxx Xxxx 00 Xxxxxx Xxxxxx, LLC

Forest City Commercial Group, Inc.

Cambridge, MA

Bulletin Building

Bulletin Building Owner, LLC

Forest City Commercial Group, Inc.

San Francisco, CA

Chagrin Plaza I and II

Chagrin Office Building, LLC

Forest City Rental Properties Corporation

Beachwood, OH

Xxxxx Building

Thirty-Eight Xxxxxx Street Limited Partnership

Forest City Commercial Group, Inc.

Cambridge, MA

Enterprise Place

Enterprise Operating Co., LLC

Forest City Commercial Group, Inc.

Beachwood, OH

Xxxxxxx Building

UP 26 Landsdowne, LLC

Forest City Commercial Group, Inc.

Cambridge, MA

Liberty Center

Liberty Center Venture

Forest City Grant Liberty Associates and F.C. Liberty, Inc.

Pittsburgh, PA

Mesa del Sol - 5600 University SE (formerly Advent Solar)

MDelS, LLC

Forest City Commercial Group, Inc.

Albuquerque, NM

Mesa del Sol - Aperture Center
(Town Center)

Mesa-Towncenter Building #1, LLC

Forest City Commercial Group, Inc.

Albuquerque, NM

Mesa del Sol - Fidelity

Mesa-Innovation Park Building 2, LLC

Forest City Commercial Group, Inc.

Albuquerque, NM

Xxxxxxxx Building

UP 00 Xxxxxx Xxxxxx, LLC

Forest City Commercial Group, Inc.

Cambridge, MA

Signature Square I

Signature Square SPE, LLC

Forest City Commercial Group, Inc.

Beachwood, OH

Signature Square II

Signature Square SPE, LLC

Forest City Commercial Group, Inc.

Beachwood, OH

PLEDGE AGREEMENT - EXHIBIT B

COMMERCIAL GROUP

RETAIL CENTERS

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Consolidated Regional Malls

Antelope Valley Mall

Antelope Valley Mall, LLC

Forest City Antelope Valley, Inc.

Palmdale, CA

Ballston Common Mall

FC Ballston Common, LLC

Ballston Development Corporation

Arlington, VA

Galleria at Sunset

BPC Henderson, LLC

Forest City N.Y. Group, Inc.

Xxxxxxxxx, NV

Mall at Xxxxxxxx

Xxxxxxxx Mall - JCP Associates, LTD.

Forest City Xxxxxxxx Mall, Inc.

Pittsburgh, PA

Mall at Stonecrest

Stonecrest Mall SPE, LLC

F.C. Stonecrest Mall, Inc.

Atlanta, GA

Northfield at Xxxxxxxxx

Xxxxxxxxx North Town, LLC

WBA Woodlake, L.L.C. and Forest City Residential Group, Inc.

Denver, CO

Orchard Town Center

FC Orchard Town Center, Inc.

Forest City Commercial Group, Inc.

Westminster, CO

Promenade Bolingbrook

(a) XX Xxxxx Park, LLC, (b) Forest City Bolingbrook, LLC. (c) FC Bolingbrook, Inc.

(a) FC Manhattan Inc. (b) Forest City Commercial Group, Inc. (c) Forest City Commercial Group, Inc.

Bolingbrook, IL

Promenade in Temecula

Temecula Towne Center Associates, L.P.

F.C. Temecula, Inc.

Temecula, CA

Ridge Hill

FC Yonkers Associates, LLC

F.C. Member, Inc.

Yonkers, NY

Shops at Wiregrass

Goodforest LLC

Forest City Commercial Group, Inc.

Tampa, FL

Short Pump Town Center

Short Pump Town Center, LLC

F.C. Short Pump Land Investment, Inc.

Richmond, VA

South Bay Galleria

South Bay Center SPE, LLC

Xxxxx, Inc. GP and Forest City Rental Properties Corporation LP

Redondo Beach, CA

Victoria Gardens

(a) Victoria Garden Mall, LLC (b) Rancho BP, LLC

(a) Chapel Hill Mall, Ltd (b) Forest City Commercial Group, Inc.

Rancho Cucamonga, CA

Consolidated Specialty Retail Centers

00xx Xxxxxx

XX 00xx Xxxxxx Associates, L.P.

Forest City Commercial Holdings, Inc., Forest City 42nd Street, Inc. and Forest City Master Associates III, LLC*

Manhattan, NY

Atlantic Center

Atlantic Center Fort Xxxxxx Associates, L.P.

Atlantic Center Fort Xxxxxx, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

Atlantic Center Site V

FC Pacific Associates, LLC

FC Pacific, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

Atlantic Terminal

XX Xxxxxx Associates, LLC

FC Member, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

Avenue at Xxxxx Xxxx Xxxxxx

Xxxxx Xxxx Xxxxxx, LLC

T.C. Avenue, Inc., Tower City Land Corp. and Tower City Properties Ltd.

Cleveland, OH

Brooklyn Commons

FC Gowanus Associates, LLC

F.C. Member, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

Xxxxxxxx Boulevard

XX Xxxxxxxx Associates, L.P.

Forest City Bruckner, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Bronx, NY

Columbia Park Center

FC/Treeco Columbia Park, LLC

F.C. Member, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

North Bergen, NJ

Court Street

FC Court Street Associates, LLC

F.C. Member, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Brooklyn, NY

East 29th Avenue Town Center

Town Center Rental, LLC

Forest City Residential Group, Inc.

Denver, CO

PLEDGE AGREEMENT - EXHIBIT B

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Eastchester

FC Castle Center Associates II, LLC

F.C. Member Inc., Forest City Commercial Holdings, Inc. and *Forest City Commercial Holdings, Inc.

Bronx, NY

Forest Avenue

FC Forest Avenue Associates, LLC

FC Member Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Staten Island, NY

Gun Hill Road

(a) XX Xxx Associates, L.P. (b) XX Xxxxxx Associates, L.P.

(a) Forest City Xxx Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC* (b) Forest City Waring Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Bronx, NY

Harlem Center

Harlem Center, LLC

Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Manhattan, NY

Xxxxxxx Studios

FC Steinway Street Associates II, LLC

F.C. Member Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Queens, NY

Market at Tobacco Row

Forest City Grocery, LLC

Forest City Residential Group, Inc.

Richmond, VA

Northern Boulevard

FC Northern Associates II, LLC

FC Northern Boulevard, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Queens, NY

Quartermaster Plaza

(a) FC Quartermaster Associates L.P. (b) FC Quartermaster Associates II, L.P. (c) FC Quartermaster Associates III, L.P.

(a) Forest City Commercial Holdings, Inc. and *Forest City Commercial Holdings, Inc. (b) Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC* (c) Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*

Philadelphia, PA

Quebec Square

Quebec Square SPE, LLC

Forest City Residential Group, Inc.

Denver, CO

Queens Place

FC Queens Place Associates, LLC

Forest City Bluffside Corporation, Forest City Residential Group, Inc. and Forest City Master Associates III, LLC*

Queens, NY

Richmond Avenue

FC Richmond Associates, L.P.

Forest City Richmond Inc., Forest City Commercial Holdings, and Forest City Master Associates III, LLC*

Staten Island, NY

Xxxxxxx Xxxxxx

Xxxxxx Xxxx Xxxxxxx Xxxxxx Associates, Freight House Operating Ltd. And Forest City Bessemer Court Associates

(a) FC Pittsburgh Inc. and Forest City Station Square, Inc. (b) Forest City Commercial Group, Inc. (c) FC Pittsburgh, Inc. and Forest City Station Square, Inc.

Pittsburgh, PA

White Oak Village

Lamburnum Investment, LLC

Forest City Commercial Group, Inc.

Richmond, VA

PLEDGE AGREEMENT - EXHIBIT B

COMMERCIAL GROUP

RETAIL CENTERS

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Unconsolidated Regional Malls

Boulevard Mall

Boulevard Mall SPE, LLC

FCRPC/Niasher, Inc. and Forest City Rental Properties Corporation

Amherst, NY

Charleston Town Center

Charleston Town Center SPE, LLC

In Town Shopping Center, Inc.

Charleston, WV

San Francisco Centre

Emporium Mall LLC

Forest City Commercial Group, Inc.

San Francisco, CA

Unconsolidated Specialty Retail Centers

East River Plaza

Tiago Holdings, LLC

F.C. Member, Inc.

Manhattan, NY

Golden Gate

Golden Gate Shopping Center LTD

Golden Gate Shopping Center, Ltd.

Xxxxxxxx Hts., OH

Marketplace at Riverpark

CCRP, a California limited partnership

Forest City Commercial Group, Inc.

Fresno, CA

Plaza at Xxxxxxxx Town Center

Park Associates

Forest City Park Manor, Inc.

Pittsburgh, PA

Village at Gulfstream

The Village at Gulfstream Park, LLC

Forest City Commercial Group, Inc.

Hallendale, FL

COMMERCIAL GROUP

HOTELS

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Consolidated Hotels

Charleston Marriott

Charleston Marriott SPE, LLC

In Town Hotels, Inc.

Charleston, WV

Xxxx-Xxxxxxx, Cleveland

DCFC, LLC

Forest City Commercial Group, Inc.

Cleveland, OH

Sheraton Station Square

Forest City San Xxxxxxxx Corp.

Pittsburgh, PA

Unconsolidated Hotels

Westin Convention Center

Liberty Center Venture

F.C. Liberty Inc.

Pittsburgh, PA

PLEDGE AGREEMENT - EXHIBIT B

RESIDENTIAL GROUP

APARTMENTS

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Consolidated Apartments

000 Xxxxxxxxxx Xxxxxx

FC 000 Xxxxxxxxxx Xxxxxx, LLC

Forest City Residential Group, Inc.

Xxxxxxxxx, XX

0000 S. Michigan

FC Central Station Senior, LLC

Forest City Central Station, Inc. and Forest City Residential Group, Inc.

Chicago, IL

American Cigar Company

X.X. Xxxxxx Xxxxxx L.P.

Forest City Residential Group, Inc.

Richmond, VA

Ashton Mill

XX Xxxxxx Mill Lessor, LLC

Forest City Residential Group, Inc.

Cumberland, RI

Botanica II

Botanica II, LLC

Forest City Residential Group, Inc.

Denver, CO

Brookview Place

Brookview Place Associates, Ltd.

Forest City Residential Group, Inc.

Dayton, OH

Xxxxxxx Xxxxxx

FC Xxxxxxx Xxxxxx, LLC

Forest City Residential Group, Inc.

Richmond, VA

Cedar Place

Cedarplace Associates Limited Dividend Housing Associates Limited Partnership

Forest City Residential Group, Inc.

Lansing, MI

Consolidated-Carolina

F.C. Consolidated Lessor, L.L.C.

Forest City Residential Group, Inc.

Richmond, VA

Cutter’s Ridge at Tobacco Row

Tobacco Row TownHouses, LLC, F/K/A Tobacco Row Land II, LLC

Forest City Residential Group, Inc.

Richmond, VA

DKLB BKLN (formerly 80 DeKalb)

FC 80 DeKalb Associates, LLC

Forest City Xxxxxx Street Building, Inc. and Forest City Master Associates III, LLC*

Brooklyn. NY

Drake

X.X. Xxxxx Associates, L.P.

Forest City Residential Group, Inc.

Philadelphia, PA

Easthaven at the Village

Village Green of Beachwood Limited Partnership

Forest City Residential Group, Inc.

Beachwood, OH

Emerald Palms

Emerald Palms Phase II, LLLP

Forest City Residential Group, Inc.

Miami, FL

Foundry Lofts

SEFC 160, LLC

Forest City Residential Group, Inc.

Washington , D.C.

Grand Xxxxx Lofts

National Grand Xxxxx Lofts Associates, LP

Forest City Residential Group, Inc.

Denver, CO

Xxxxx Mill Lofts

FC HH F/K/A FC Haverhill, LLC

Forest City Residential Group, Inc.

Haverhill, MA

Heritage

XX Xxxxxx Xxxx Associates, L.P.

Forest City Residential Group, Inc.

San Diego, CA

Independence Place I

Independence Place Associates, L.L.C.

Forest City Rental Properties Corporation

Parma Hts., OH

Independence Place II

Parmatown Xxxxx, LTD

Forest City Residential Group, Inc.

Parma Hts., OH

Xxxxxxx Biscuit Lofts

Xxxxxxx Lofts Associates Limited Partnership

Forest City Residential Group, Inc.

Cambridge, MA

Knolls

F.C. Orange Associates, L.P.

Forest City Residential Group, Inc.

Orange, CA

Loft 23

FC 00 Xxxxxx Xxxxxx LLC

Forest City Residential Group, Inc.

Cambridge, MA

Lofts at 1835 Arch

XX Xxxx Associates, L.P.

Forest City Residential Group, Inc.

Philadelphia, PA

Lucky Strike

FC Lucky Strike Lessor, LLC

Forest City Residential Group, Inc.

Richmond, VA

Mercantile Place on Main (formerly Dallas Mercantile)

FC Merc Complex, L.P.

Forest City Residential Group, Inc.

Dallas, TX

Metro 417

FC Subway Terminal Lessor, L.P.

Forest City Residential Group, Inc.

Los Angeles, CA

Metropolitan

Forest City Southpark Two, Inc.

Forest City Residential Group, Inc.

Los Angeles, CA

Midtown Towers

F.C. Midtown, LLC

Forest City Residential Group, Inc.

Parma, OH

Xxxxxxxxx Center

Xxxxxxxxx Center Associates Limited Partnership

Forest City Residential Group, Inc.

Detroit, MI

Museum Towers

Franklin Town Towers Associates

Forest City Residential Group, Inc.

Philadelphia, PA

PLEDGE AGREEMENT - EXHIBIT B

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

New York by Xxxxx (formerly Xxxxxxx)

XX Xxxxxxx Associates, LLC

Forest City Residential Group, Inc. and Forest City Commercial Holdings, Inc.

Manhattan, NY

North Church Towers - Bldg. I

North Church Towers I, LLC

Forest City Residential Group, Inc.

Parma Hts., OH

North Church Towers - Bldg. II

North Church Towers II, LLC

Forest City Residential Group, Inc.

Parma Hts., OH

Xxx Xxxxxxxxxxxx

Xxxxxx Xxxx Xxxxxxxx Xxxx Corp.

Forest City Residential Group, Inc.

Philadelphia, PA

Parmatown Towers and Gardens

F.C. Parmatown Associates, L.P.

Forest City Residential Group, Inc.

Parma, OH

Pavilion

X.X. Xxxxxx Pavilion Apartments Limited Partnership

Forest City Residential Group, Inc.

Chicago, IL

Perrytown

Perrytown Place Associates

Forest City Residential Group, Inc.

Pittsburgh, PA

Presidio Landmark

FC Presidio PHSH Lessor, LLC

Forest City Residential Group, Inc.

San Francisco, CA

Queenswood

Queenswood Associates, L.P.

Forest City Residential Group, Inc. and Forest City Master Associates III, LLC*

Corona, NY

Sky55

FC Central Station Residential, LLC

Forest City Central Station, Inc. and Forest City Residential Group, Inc.

Chicago, IL

Southfield

Southfield Partners Investors, LLC

Center Courtland, Inc.

Whitemarsh, MD

Town Center (Crescent Flats )

FC 29th Avenue Town Center, LLC

Forest City Residential Group, Inc.

Denver, CO

Town Center (Botanica on the Green)

FC 29th Avenue Town Center, LLC

Forest City Residential Group, Inc.

Denver, CO

Xxxxxx Building

FC WP Building, LLC

Forest City Residential Group, Inc.

Dallas, TX

Consolidated Supported Living Apartments

Forest Trace

SG Forest Trace SPE, LLC

Forest City Bluffside Corporation, Forest City Residential Group, Inc. and Forest City Master Associates III, LLC*

Lauderhill, FL

PLEDGE AGREEMENT - EXHIBIT B

APARTMENTS (continued)

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Unconsolidated Apartments

Arbor Xxxx

Twinsburg Residential Associates

Forest City Residential Group, Inc.

Twinsburg, OH

Autumn Ridge

Autumn Ridge Associate, LLC

Forest City Residential Group, Inc.

Sterling Heights, MI

Barrington Place

Barrington Apartments, LLC

Forest City Residential Group, Inc.

Raleigh, NC

Bayside Village

Bayside Village Associates

Forest City Residential Group, Inc.

San Francisco, CA

Big Creek

Big Creek Apartments I, L.L.C., Big Creek Apartments II, LLC and Big Creek Apartments, Ltd.

Forest City Residential Group, Inc.

Parma Hts., OH

Xxxxx Place

Xxxxx Place Associates Limited Dividend Housing Association Limited Partnership

Forest City Residential Group, Inc.

Detroit, MI

Brookpark Place

FC Brookpark Place LLC

Forest City Residential Group, Inc. and Forest City Rental Properties Corporation

Wheeling, WV

Buckeye Towers

Buckeye Towers, Ltd.

Forest City Residential Group, Inc.

New Boston, OH

Xxxxxx Place

Burton Elderly Limited Dividend Housing Association Limited Partnership

Forest City Residential Group, Inc.

Burton, MI

Cambridge Towers

Cambridge Tower Associates, LLC

Forest City Residential Group, Inc.

Detroit, MI

Camelot

Camelot Apartments, LLC

Forest City Rental Properties Corporation

Parma Hts., OH

Canton Towers

Canton Towers, Ltd.

Forest City Residential Group, Inc.

Canton, OH

Xxxx X. Xxxxxxx

Xxxxxxx Xxxxxx, LTD

Forest City Residential Group, Inc.

Pikeville, KY

Cherry Tree

Cherry Tree Village

Forest City Residential Group, Inc.

Strongsville, OH

Chestnut Lake

Chestnut Lake Apartments Limited Partnership

Forest City Rental Properties Corporation and Forest City Residential Group, Inc.

Strongsville, OH

Cobblestone Court Apartments

(1) Cobblestone Court Apartments, LLC and (2) Cobblestone Court Apartments I, LLC

Forest City Residential Group, Inc.

Painesville, OH

Colonial Grand

Colonial Grand, LLC

Forest City Residential Group, Inc.

Tampa, FL

Connellsville Towers

Connellsville Associates

Forest City Residential Group, Inc.

Connellsville, PA

Coppertree

Park Plaza Apartments, LLC

Forest City Residential Group, Inc.

Xxxxxxxx Hts., OH

Coraopolis Towers

Forest City Residential Group, Inc.

Coraopolis, PA

Deer Run

Deer Run Apartments Limited

Forest City Residential Group, Inc. and Forest City Rental Properties Corporation

Twinsburg, OH

Donora Towers

Forest City Residential Group, Inc.

Donora, PA

Xxxxx Ridge

Xxxxx Ridge, Ltd.

Doesn’t sit under Forest City Rental Properties Corporation

Sagamore Hills, OH

Farmington Place

FC Farmington Place, LLC

Forest City Residential Group, Inc. and Forest City Rental Properties Corporation

Farmington, MI

Xxxxxxxx Court

Xxxxxxxx Limited Dividend Housing Association

Forest City Residential Group, Inc.

Detroit, MI

Fort Lincoln II

Fort Lincoln Senior Village II Limited Partnership

Forest City Residential Group, Inc.

Washington, D.C.

Fort Lincoln III and IV

Fort Lincoln Senior Village III Limited Partnership

Forest City Rental Properties Corporation

Washington, D.C.

Frenchtown Place

Frenchtown Place Associates Limited Dividend Housing Association

Forest City Residential Group, Inc.

Monroe, MI

Glendora Gardens

Glendora Gardens Associates

Forest City Residential Group, Inc.

Glendora, CA

Grand

Wisconsin Park Associates Limited Partnership

Forest City Residential Group, Inc.

North Bethesda, MD

Grove

Grove Associates

Forest City Residential Group, Inc.

Ontario, CA

PLEDGE AGREEMENT - EXHIBIT B

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Hamptons

FCRP-Hamptons, LLC

Forest City Rental Properties Corporation

Beachwood, OH

Hunter’s Hollow

Hunters Hollow Apartments, L.L.C.

Forest City Residential Group, Inc.

Strongsville, OH

Lakeland

Lakeland Place Associates Limited Dividend Housing Association Limited Partnership

Forest City Residential Group, Inc.

Waterford, MI

Legacy Arboretum

Echo Forest, LLC

Forest City Residential Group, Inc.

Charlotte, NC

Legacy Crossroads

The Apartments at Crossroads, LLC

Forest City Residential Group, Inc.

Cary, NC

Lenox Club

Lenox Club Limited Partnership

Forest City Residential Group, Inc.

Arlington, VA

Lenox Park

X-X Xxxxxx Silver Spring Limited Partnership

Forest City Residential Group, Inc.

Silver Spring, MD

Liberty Hills

Liberty Hill Apartments I, Ltd.

Forest City Rental Properties Corporation

Solon, OH

Lima Towers

Lima Towers, Ltd.

Forest City Residential Group, Inc.

Lima, OH

Metropolitan Lofts

FC Metropolitan Lofts Associates, L.P.

Forest City Residential Group, Inc.

Los Angeles, CA

Miramar Towers

Miramar Towers, a California limited partnership

Forest City Residential Group, Inc.

Los Angeles, CA

Newport Landing

Forest City Residential Group, Inc.

Coventry Township, OH

Noble Towers

Noble Towers Associates

Forest City Residential Group, Inc.

Pittsburgh, PA

North Port Village

North Port Associates Limited Dividend Housing Association

Forest City Residential Group, Inc.

Port Huron, MI

Nu Xxx Xxxxxx (Citizen’s Plaza)

New Kensington Towers Associates

Forest City Residential Group, Inc.

New Kensington, PA

Oceanpointe Towers

Ocean View Towers Associates Limited Partnership

Forest City Residential Group, Inc.

Long Branch, NJ

Panorama Towers

HAI/FCD Partnership

Forest City Rental Properties Corporation

Panorama City, CA

Park Place Towers

Park Place Tower Associates Limited Dividend Housing Association

Forest City Residential Group, Inc.

Mt. Xxxxxxx, MI

Xxxxxxxx Xxxxxxx

Xxxxxxx xx xxx Xxxx

Xxxxxx Xxxx Residential Group, Inc.

Brunswick, OH

Pine Grove Manor

Pine Grove Manor Associates Limited Dividend Housing Association

Forest City Residential Group, Inc.

Muskegon Township, MI

Pine Ridge Valley

(1) Pine Ridge Valley Apartments-East, LLC, (2) Pine Ridge Apartments Co., II, Ltd., (3) Pine Ridge Apartments Co. Limited Partnership and (4) Pine Ridge Valley Apartments, Building H, LLC

(1) Forest City Rental Properties Corporation, (2) Forest City Rental Properties Corporation, (3) Forest City Rental Properties Corporation and (4) Forest City Rental Properties Corporation

Xxxxxxxxxx Hills, OH

Plymouth Square

FC Plymouth Square Village, LLC

Forest City Residential Group, Inc.

Detroit, MI

Potomac Heights Village

Potomac Village Associates Limited Partnership

Forest City Residential Group, Inc.

Xxxxxx, WV

Residences at University Park

FC 00 Xxxxxx Xxxxxx, LLC

Forest City Residential Group, Inc.

Cambridge, MA

Riverside Towers

Riverside Towers, Ltd.

Forest City Residential Group, Inc.

Coshocton, OH

Settler’s Landing at Greentree

Settler’s Landing at Greentree I, LLC and Settlers Landing at Greentree, LLC

Forest City Residential Group, Inc.

Streetsboro, OH

Shippan Avenue

Forest City Sound View Associates

Forest City Residential Group, Inc. and Forest City Rental Properties Corporation

Stamford, CT

St. Mary’s Villa

St. Mary’s Villa Associates

Forest City Residential Group, Inc.

Newark, NJ

Stratford Crossing

Stratford Crossings, Ltd.

Forest City Residential Group, Inc.

Wadsworth, OH

Surfside Towers

Surfside Apartments, LLC

Forest City Residential Group, Inc. and Forest City Rental Properties Corporation

Eastlake, OH

Xxxxxx Landing

Xxxxxx Landing Apartments, Ltd.

Forest City Residential Group, Inc.

Brimfield, OH

Tamarac

Tamarac Apartments, LLC

Forest City Residential Group, Inc.

Willoughby, OH

The Springs

La Mesa Springs Associates, a California Limited Partnership

Forest City Residential Group, Inc.

La Mesa, CA

Tower 43

Kent Tower 43 Associates, Ltd.

Forest City Residential Group, Inc.

Kent, OH

PLEDGE AGREEMENT - EXHIBIT B

Fee Owner or Ground Lessee

FCRPC Subsidiary

Location

State

Towne Centre Place

Towne Center Place Associates Limited Dividend Housing Association

Forest City Residential Group, Inc.

Ypsilanti, MI

Twin Lake Towers

Twin Lake Towers Venture

Forest City Rental Properties Corporation

Denver, CO

Uptown Apartments

Uptown Housing Partners, LP

Forest City Residential Group, Inc.

Oakland, CA

Village Center

Village Center Associates Limited Dividend Housing Association

Forest City Residential Group, Inc.

Detroit, MI

Village Square

FC Village Square LLC

Forest City Residential Group, Inc. and Forest City Rental Properties Corporation

Williamsville, NY

Westwood Reserve

Center Towers, Ltd.

Forest City Residential Group, Inc.

Tampa, FL

Woodgate / Evergreen Farms

Olmsted Farms, Ltd.

Forest City Residential Group, Inc.

Olmsted Township, OH

Worth Street

XX Xxxxx Square Associates, LLC

Forest City Residential Group, Inc.

Manhattan, NY

Xxxxxxx Place

XX Xxxxxxx Place, LLC

Forest City Rental Properties Corporation/Forest City Residential Group, Inc.

Livonia, MI

Unconsolidated Military Housing

Air Force Academy

Air Force Academy Military Communities, LLC

Forest City Residential Group, Inc.

Colorado Springs, CO

Midwest Millington

Midwest Family Housing, LLC

Forest City Residential Group, Inc.

Memphis, TN

Navy Midwest

Midwest Military Communities, LLC

Forest City Residential Group, Inc.

Chicago, IL

Ohana Military Communities, Hawaii Increment I

Ohana Military Communities, LLC

Forest City Residential Group, Inc.

Honolulu, HI

Ohana Military Communities, Hawaii Increment II

Ohana Military Communities, LLC

Forest City Residential Group, Inc.

Honolulu, HI

Ohana Military Communities, Hawaii Increment III

Ohana Military Communities, LLC

Forest City Residential Group, Inc.

Honolulu, HI

Ohana Military Communities, Hawaii Increment IV

Ohana Military Communities, LLC

Forest City Residential Group, Inc.

Kaneohe, HI

Pacific Northwest Communities

Pacific Northwest Communities, LLC

Forest City Residential Group, Inc.

Seattle, WA

*Forest City Master Associates, LLC (“Master III”) holds an interest in the property. Master III has Class A Common Units held by Xxxxx X. Xxxxxx or affiliates of Xxxxx X. Xxxxxx and Class B Common Units held by affiliates of Forest City Rental Properties Corporation. Forest City Commercial Holdings, Inc., a subsidiary of Forest City Rental Properties Corporation, is the largest holder of Class B Common Units and the managing member of Master III.

**Schedule updated on an annual basis. The next update will be on 1/31/12.

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Table of Contents

FIRST AMENDMENT TO PLEDGE AGREEMENT

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