0001193125-12-169418 Sample Contracts

SECOND AMENDMENT TO OTHER INTEREST AGREEMENT
Other Interest Agreement • April 19th, 2012 • Erp Operating LTD Partnership • Real estate investment trusts

This Second Amendment (this “Amendment”) to the Other Interest Agreement, dated as of December 2, 2011 (as amended on February 17, 2012, 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 April 18, 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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