0000950123-10-090474 Sample Contracts

GUARANTY
Guaranty • September 30th, 2010 • UDR, Inc. • Real estate investment trusts • Virginia

This Guaranty (this “Guaranty”) is executed and delivered as of September 30, 2010 (the “Effective Date”) by United Dominion Realty, L.P. a Delaware limited partnership, (the “Guarantor”), in favor of (a) U.S. Bank National Association (successor to Wachovia Bank, National Association, formerly known as First Union National Bank of Virginia), as trustee (the “Trustee”) pursuant to that certain Indenture dated as of November 1, 1995 between UDR, Inc., a Maryland corporation (successor by merger to United Dominion Realty Trust, Inc., a Virginia corporation) (the “Company”) and the Trustee and (b) the holders of the Securities (as defined in the Indenture) issued from time to time under the Indenture whether issued prior to, on or subsequent to the Effective Date (the “Holders” and each a “Holder”). Capitalized terms used herein and not defined shall have the meanings given to such terms in the Indenture.

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