0001193125-12-069339 Sample Contracts

FIRST AMENDMENT TO OTHER INTEREST AGREEMENT
Other Interest Agreement • February 21st, 2012 • Erp Operating LTD Partnership • Real estate investment trusts

This First Amendment (this “Amendment”) to the Other Interest Agreement, dated as of December 2, 2011 (the “Agreement”), by and among ERP Operating Limited Partnership, an Illinois limited partnership (“Equity”), and each of BIH ASN LLC (“BIH”), Archstone Equity Holdings Inc. (“AEH” and, collectively with BIH, “Barclays”), Bank of America, N.A. (“BANA”) and Banc of America Strategic Ventures, Inc. (“BofA Strategic”, and, collectively with BANA, “Bank of America”), is made effective as of February 17, 2012, by and among Equity, Barclays and Bank of America. Barclays and Bank of America are sometimes referred to herein as “Owners” and, each, an “Owner.” Equity and Owners are sometimes referred to herein as the “Parties” and each, a “Party.”

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