Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (1) The Tax Matters Member shall be the sole signatory to any federal, state, local and foreign tax on behalf of the Company, except to the extent any other Person is required by law to also sign such returns. (2) The Tax Matters Partner shall take no action in such capacity without the authorization or consent of the other Members, other than (after reasonable notice to the other Member) such action as the Tax Matters Partner may be required to take by applicable law. The Tax Matters Partner shall comply with the responsibilities outlined in Sections 6222 through 6232 of the Code. (3) The Tax Matters Partner shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of each Member. (4) The Tax Matters Partner shall not bind the Company to a settlement agreement without obtaining the written concurrence of the other Members. For purposes of this Section F(4), the term “settlement agreement” shall include a settlement agreement at either an administrative or judicial level. Any Member that enters into a settlement agreement with respect to any Company items (within the meaning of Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within ninety (90) calendar days after the date of settlement. (5) The provisions of this Section F shall survive the termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members (with respect to the period of time during which such Person is a Member) for a period of time necessary to resolve with the Internal Revenue Service or the United States Department of the Treasury any and all matters regarding the United States federal income taxation of the Company. (6) The Tax Matters Partner, in its capacity as the Tax Matters Partner, shall be reimbursed by the Company for any third party out-of-pocket costs and expenses reasonably incurred by it in the performance of its duties as Tax Matters Partner. No Member shall be reimbursed by the Company for any costs and expenses incurred by such Member in pursuing on its own behalf any of its rights to file petitions, seek judicial review, etc. under this Section F or in participating in Company-level administrative or judicial tax proceedings unless the other Member, in its sole discretion, agrees to such reimbursement. (7) During any Company income tax audit or other income tax controversy with any governmental agency, the Tax Matters Partner shall keep the Members informed of all material facts and developments on a reasonably prompt basis. Prompt notice shall be given to the Members upon receipt of advice that the Internal Revenue Service or other taxing authority intends to examine any income tax return, or records or books of the Company. (8) The cost of any adjustments to all Members and the cost of any resulting audits or adjustments of Members shall be borne solely by the Members without reimbursement by the Company. 1. Documents on attached list if any.

Additional Tax Matters. (1) The Tax Matters Member shall be the sole signatory to any federal, state, local and foreign tax on behalf of the Company, except to the extent any other Person is required by law to also sign such returns. (2) The Tax Matters Partner shall take no action in such capacity without the authorization or consent of the other Members, other than (after reasonable notice to the other Member) such action as the Tax Matters Partner may be required to take by applicable law. The Tax Matters Partner shall comply with the responsibilities outlined in Sections 6222 through 6232 of the Code. (3) The Tax Matters Partner shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of each Member. (4) The Tax Matters Partner shall not bind the Company to a settlement agreement without obtaining the written concurrence of the other Members. For purposes of this Section F(4), the term “settlement agreement” shall include a settlement agreement at either an administrative or judicial level. Any Member that enters into a settlement agreement with respect to any Company items (within the meaning of Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within ninety (90) calendar days after the date of settlement. (5) The provisions of this Section F shall survive the termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members (with respect to the period of time during which such Person is a Member) for a period of time necessary to resolve with the Internal Revenue Service or the United States Department of the Treasury any and all matters regarding the United States federal income taxation of the Company. (6) The Tax Matters Partner, in its capacity as the Tax Matters Partner, shall be reimbursed by the Company for any third party out-of-pocket costs and expenses reasonably incurred by it in the performance of its duties as Tax Matters Partner. No Member shall be reimbursed by the Company for any costs and expenses incurred by such Member in pursuing on its own behalf any of its rights to file petitions, seek judicial review, etc. under this Section F or in participating in Company-level administrative or judicial tax proceedings unless the other Member, in its sole discretion, agrees to such reimbursement. (7) During any Company income tax audit or other income tax controversy with any governmental agency, the Tax Matters Partner shall keep the Members informed of all material facts and developments on a reasonably prompt basis. Prompt notice shall be given to the Members upon receipt of advice that the Internal Revenue Service or other taxing authority intends to examine any income tax return, or records or books of the Company. (8) The cost of any adjustments to all Members and the cost of any resulting audits or adjustments of Members shall be borne solely by the Members without reimbursement by the Company. If to AVB Member, to: AvalonBay Communities, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇’▇▇▇▇ with a copy (which shall not constitute notice) to: AvalonBay Communities, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ If to EQR Member, to: Equity Residential Two ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, EVP and Chief Financial Officer with copies (which shall not constitute notice) to: Equity Residential Two ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, EVP and General Counsel and to: ▇▇▇▇▇ Lovells US LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Risk Management (GL, WC, property) Manage claims for preclose period and parking lot coverage and claims X X X Corporate Maintenance File doing business qualifications where needed; file annual statements with applicable Secretary of State; maintain minute book, member list and organizational documents N X Legal Manage litigation claims for preclose period (includes and not limited to property, employment) N X Office Leases Includes lease terms or sublets, sale of office furniture, etc. N X Benefit Plans 401(k) – administration for wind-down, transition and parking lot JV N X COBRA – administration for wind-down, transition and parking lot JV N X Federal, State and franchise tax Manage oversight of 2012 and 2013 stub period tax returns – to be prepared by ASN N X See more detail below for services Manage historical audits/litigation/issues N X 2013 and future tax returns for parking lot JV and tax protection JV N X Books and Records, JV-Level Reporting maintain accounting and contractual records; “umbrella” quarterly and annual reporting for parking lot JV N X Germany Operational oversight Management oversight of ASN European business, including fund team, DeWag, legal, financing and accounting Y X Manage JV Parking lot accounting Germany – accounting, reporting, tax returns N X SWIB - accounting, reporting, tax returns Y X Development – National Gateway, Harlem Y X Transition accounting – payroll and other compensation, cash receipts/disbursements, etc. N X Other – liabilities (coordination with legal, risk, etc.), consolidation, etc. N X Cash management/oversight See further detail below Provide oversight over cash receipts post-close (collect and distribute) Y X (lead admin members handle cash management for JVs they handle (i.e. AVB – SWIB) Provide oversight of disbursements (A/P and wire transfers) post-close Y X Provide cash forecasts and funding requirements post-close Y X Maintain/wind-down bank accounts Y X Payroll and HR related items Employment claims/issues for termed/former employees/ employee verification – pkg lot and disposed only Y X Filing of 2012 ASN W-2s (to be done by ASN) N X Filing of 2013 ASN W-2s (to be done by ASN) N X Escheatment of Payroll N X Real Estate tax claims Management of appeals/questions/issues regarding disposed and parking lot assets Y X Accounts payable related items Sales and use taxes – filing requirements to go with property (to be done by ASN) – pkg lot and disposed (if not done by ASN) only Y X 2013 1099’s (to be done by ASN) – pkg lot and disposed (if not done by ASN) only Y X A/P historical vendor questions – questions will follow the property – pkg lot and disposed only Y X Manage any vendor rebates Y X Escheatment of Accounts payable preclose period Y X Collections of resident accounts Collections of resident accounts (follow the property) pkg lot and disposed only X X More detail on tax services – *** management/oversight of, and assistance as needed with, the completion of tax return compliance obligations by the Archstone personnel for the 2012 tax year and short period ending with our closing in 2013 • negotiation and approval of services and expenses contracted with vendors/consultants • regular communication and decision-making related to notices and assessments from taxing authorities • provision of support for audits • tax related services relative to the tax protection joint venture and Germany • general consulting relative to transition and integration matters (ie. Software/IT, Data migration, historical files and storage, etc.). Further detail re Cash Management/Bank Accounts: THE GENERAL RESIDUAL JV BANK ACCOUNT WILL COME UNDER THE “CASH MANAGEMENT” OVERSIGHT TO BE PROVIDED BY AVB, WITH 2 CHECK SIGNERS FROM EACH OF AVB & EQR. THERE WILL BE SOME ADDITIONAL DETAIL TO BE WORKED OUT ON WIRE AUTHORIZATION PROTOCOL WHERE MUTUAL APPROVAL NECESSARY FOR WIRES OF A CERTAIN SIZE (OTHER THAN REPETITIVE PAYMENTS AFTER APPROVAL OF INITIAL WIRE). 1. Consent to Transfer and Release Agreement for ▇▇▇ ▇▇▇▇ ▇▇▇ 2. Consent to Transfer and Release Agreement for Chelsea 3. Consent to Transfer and Release Agreement for Foundry 4. Consent to Transfer and Release Agreement for Sonoma 5. Trademark Assignment Agreement 6. Documents on attached list if any.

Additional Tax Matters. (1) The Tax Matters Member shall be the sole signatory to any federal, state, local and foreign tax on behalf of the Company, except to the extent any other Person is required by law to also sign such returns. (2) The Tax Matters Partner shall take no action in such capacity without the authorization or consent of the other Members, other than (after reasonable notice to the other Member) such action as the Tax Matters Partner may be required to take by applicable law. The Tax Matters Partner shall comply with the responsibilities outlined in Sections 6222 through 6232 of the Code. (3) The Tax Matters Partner shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of each Member. (4) The Tax Matters Partner shall not bind the Company to a settlement agreement without obtaining the written concurrence of the other Members. For purposes of this Section F(4), the term “settlement agreement” shall include a settlement agreement at either an administrative or judicial level. Any Member that enters into a settlement agreement with respect to any Company items (within the meaning of Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within ninety (90) calendar days after the date of settlement. (5) The provisions of this Section F shall survive the termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members (with respect to the period of time during which such Person is a Member) for a period of time necessary to resolve with the Internal Revenue Service or the United States Department of the Treasury any and all matters regarding the United States federal income taxation of the Company. (6) The Tax Matters Partner, in its capacity as the Tax Matters Partner, shall be reimbursed by the Company for any third party out-of-pocket costs and expenses reasonably incurred by it in the performance of its duties as Tax Matters Partner. No Member shall be reimbursed by the Company for any costs and expenses incurred by such Member in pursuing on its own behalf any of its rights to file petitions, seek judicial review, etc. under this Section F or in participating in Company-level administrative or judicial tax proceedings unless the other Member, in its sole discretion, agrees to such reimbursement. (7) During any Company income tax audit or other income tax controversy with any governmental agency, the Tax Matters Partner shall keep the Members informed of all material facts and developments on a reasonably prompt basis. Prompt notice shall be given to the Members upon receipt of advice that the Internal Revenue Service or other taxing authority intends to examine any income tax return, or records or books of the Company. (8) The cost of any adjustments to all Members and the cost of any resulting audits or adjustments of Members shall be borne solely by the Members without reimbursement by the Company. If to AVB Member, to: AvalonBay Communities, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇’▇▇▇▇ with a copy (which shall not constitute notice) to: AvalonBay Communities, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ If to EQR Member, to: Equity Residential Two ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, EVP and Chief Financial Officer with copies (which shall not constitute notice) to: Equity Residential Two ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, EVP and General Counsel and to: ▇▇▇▇▇ Lovells US LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1. Trademark Assignment Agreement and other documentation by which Subsidiary Entities will Transfer trademark assets to Archstone Trademark JV, LLC 2. Assignment of Lease from Archstone Communities, LLC to AvalonBay Communities, Inc. relating to premises in Austin, TX 3. Archstone Identified Systems Agreement 4. Documents on attached list if anyany Risk Management (GL, WC, property) Manage claims for preclose period and parking lot coverage and claims X X X Corporate Maintenance File doing business qualifications where needed; file annual statements with applicable Secretary of State; maintain minute book, member list and organizational documents N X Legal Manage litigation claims for preclose period (includes and not limited to property, employment) N X Office Leases Includes lease terms or sublets, sale of office furniture, etc. N X Benefit Plans 401(k) - administration for wind-down, transition and parking lot JV N X COBRA - administration for wind-down, transition and parking lot JV N X Federal, State and franchise tax Manage oversight of 2012 and 2013 stub period tax returns - to be prepared by ASN N X See more detail below for services Manage historical audits/litigation/issues N X 2013 and future tax returns for parking lot JV and tax protection JV N X Books and Records, JV-Level Reporting maintain accounting and contractual records; “umbrella” quarterly and annual reporting for parking lot JV N X Germany Operational oversight Management oversight of ASN European business, including fund team, DeWag, legal, financing and accounting Y X Manage JV Parking lot accounting Germany - accounting, reporting, tax returns N X SWIB - accounting, reporting, tax returns Y X Development - National Gateway, Harlem Y X Transition accounting - payroll and other compensation, cash receipts/disbursements, etc. N X Other - liabilities (coordination with legal, risk, etc.), consolidation, etc. N X Cash management/oversight See further detail below Provide oversight over cash receipts post-close (collect and distribute) Y X (lead admin members handle cash management for JVs they handle (i.e. AVB - SWIB) Provide oversight of disbursements (A/P and wire transfers) post-close Y X Provide cash forecasts and funding requirements post-close Y X Maintain/wind-down bank accounts Y X Payroll and HR related items Employment claims/issues for termed/former employees/ employee verification - pkg lot and disposed only Y X Filing of 2012 ASN W-2s (to be done by ASN) N X Filing of 2013 ASN W-2s (to be done by ASN) N X Escheatment of Payroll N X Real Estate tax claims Management of appeals/questions/issues regarding disposed and parking lot assets Y X Accounts payable related items Sales and use taxes - filing requirements to go with property (to be done by ASN) - pkg lot and disposed (if not done by ASN) only Y X 2013 1099’s (to be done by ASN) - pkg lot and disposed (if not done by ASN) only Y X A/P historical vendor questions - questions will follow the property - pkg lot and disposed only Y X Manage any vendor rebates Y X Escheatment of Accounts payable preclose period Y X Collections of resident accounts Collections of resident accounts (follow the property) pkg lot and disposed only X X More detail on tax services - *** management/oversight of, and assistance as needed with, the completion of tax return compliance obligations by the Archstone personnel for the 2012 tax year and short period ending with our closing in 2013 • negotiation and approval of services and expenses contracted with vendors/consultants • regular communication and decision-making related to notices and assessments from taxing authorities • provision of support for audits • tax related services relative to the tax protection joint venture and Germany • general consulting relative to transition and integration matters (ie. Software/IT, Data migration, historical files and storage, etc.). Further detail re Cash Management/Bank Accounts: THE GENERAL RESIDUAL JV BANK ACCOUNT WILL COME UNDER THE “CASH MANAGEMENT” OVERSIGHT TO BE PROVIDED BY AVB, WITH 2 CHECK SIGNERS FROM EACH OF AVB & EQR. THERE WILL BE SOME ADDITIONAL DETAIL TO BE WORKED OUT ON WIRE AUTHORIZATION PROTOCOL WHERE MUTUAL APPROVAL NECESSARY FOR WIRES OF A CERTAIN SIZE (OTHER THAN REPETITIVE PAYMENTS AFTER APPROVAL OF INITIAL WIRE). 1. Office Lease dated May 12, 2011, executed by and between Archstone Communities, LLC, a Delaware limited liability company (“Archstone Communities”), and The Commons At Cliff Creek, Ltd., for a property located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇. 2. Office Lease dated May , 1999, executed by and between Archstone Communities and CarrAmerica Development, Inc., for a property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. 3. Lease dated June , 2008, executed by and between Archstone Communities and Tishman Speyer Archstone-▇▇▇▇▇ South Market, L.L.C., for a property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 4. Lease dated January 4, 2011, executed by and between Archstone Communities and ▇▇▇▇/Per Mission Courtyard, LLC, for a property located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 5. Lease dated March , 2008, executed by and between Archstone Communities and PSAI Old Oakland Associates, LLC, for a property located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.

Additional Tax Matters. (1) The Tax Matters Member shall be the sole signatory to any federal, state, local and foreign tax on behalf of the Company, except to the extent any other Person is required by law to also sign such returns. (2) The Tax Matters Partner shall take no action in such capacity without the authorization or consent of the other Members, other than (after reasonable notice to the other Member) such action as the Tax Matters Partner may be required to take by applicable law. The Tax Matters Partner shall comply with the responsibilities outlined in Sections 6222 through 6232 of the Code. (3) The Tax Matters Partner shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of each Member. (4) The Tax Matters Partner shall not bind the Company to a settlement agreement without obtaining the written concurrence of the other Members. For purposes of this Section F(4), the term “settlement agreement” shall include a settlement agreement at either an administrative or judicial level. Any Member that enters into a settlement agreement with respect to any Company items (within the meaning of Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within ninety (90) calendar days after the date of settlement. (5) The provisions of this Section F shall survive the termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members (with respect to the period of time during which such Person is a Member) for a period of time necessary to resolve with the Internal Revenue Service or the United States Department of the Treasury any and all matters regarding the United States federal income taxation of the Company. (6) The Tax Matters Partner, in its capacity as the Tax Matters Partner, shall be reimbursed by the Company for any third party out-of-pocket costs and expenses reasonably incurred by it in the performance of its duties as Tax Matters Partner. No Member shall be reimbursed by the Company for any costs and expenses incurred by such Member in pursuing on its own behalf any of its rights to file petitions, seek judicial review, etc. under this Section F or in participating in Company-level administrative or judicial tax proceedings unless the other Member, in its sole discretion, agrees to such reimbursement. (7) During any Company income tax audit or other income tax controversy with any governmental agency, the Tax Matters Partner shall keep the Members informed of all material facts and developments on a reasonably prompt basis. Prompt notice shall be given to the Members upon receipt of advice that the Internal Revenue Service or other taxing authority intends to examine any income tax return, or records or books of the Company. (8) The cost of any adjustments to all Members and the cost of any resulting audits or adjustments of Members shall be borne solely by the Members without reimbursement by the Company. If to AVB Member, to: AvalonBay Communities, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No. 1: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. Documents on attached list if any▇’▇▇▇▇ with a copy (which shall not constitute notice) to: AvalonBay Communities, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ If to EQR Member, to: Equity Residential Two ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, EVP and Chief Financial Officer with copies (which shall not constitute notice) to: Equity Residential Two ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, EVP and General Counsel and to: ▇▇▇▇▇ Lovells US LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Additional Tax Matters. (1) The Tax Matters Member shall be the sole signatory to any federal, state, local and foreign tax on behalf of the Company, except to the extent any other Person is required by law to also sign such returns. (2) The Tax Matters Partner shall take no action in such capacity without the authorization or consent of the other Members, other than (after reasonable notice to the other Member) such action as the Tax Matters Partner may be required to take by applicable law. The Tax Matters Partner shall comply with the responsibilities outlined in Sections 6222 through 6232 of the Code. (3) The Tax Matters Partner shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of each Member. (4) The Tax Matters Partner shall not bind the Company to a settlement agreement without obtaining the written concurrence of the other Members. For purposes of this Section F(4), the term “settlement agreement” shall include a settlement agreement at either an administrative or judicial level. Any Member that enters into a settlement agreement with respect to any Company items (within the meaning of Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within ninety (90) calendar days after the date of settlement. (5) The provisions of this Section F shall survive the termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members (with respect to the period of time during which such Person is a Member) for a period of time necessary to resolve with the Internal Revenue Service or the United States Department of the Treasury any and all matters regarding the United States federal income taxation of the Company. (6) The Tax Matters Partner, in its capacity as the Tax Matters Partner, shall be reimbursed by the Company for any third party out-of-pocket costs and expenses reasonably incurred by it in the performance of its duties as Tax Matters Partner. No Member shall be reimbursed by the Company for any costs and expenses incurred by such Member in pursuing on its own behalf any of its rights to file petitions, seek judicial review, etc. under this Section F or in participating in Company-level administrative or judicial tax proceedings unless the other Member, in its sole discretion, agrees to such reimbursement. (7) During any Company income tax audit or other income tax controversy with any governmental agency, the Tax Matters Partner shall keep the Members informed of all material facts and developments on a reasonably prompt basis. Prompt notice shall be given to the Members upon receipt of advice that the Internal Revenue Service or other taxing authority intends to examine any income tax return, or records or books of the Company. (8) The cost of any adjustments to all Members and the cost of any resulting audits or adjustments of Members shall be borne solely by the Members without reimbursement by the Company. If to AVB Member, to: AvalonBay Communities, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇’▇▇▇▇ with a copy (which shall not constitute notice) to: AvalonBay Communities, Inc. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ If to EQR Member, to: Equity Residential Two ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, EVP and Chief Financial Officer with copies (which shall not constitute notice) to: Equity Residential Two ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, EVP and General Counsel and to: ▇▇▇▇▇ Lovells US LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and to: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Risk Management (GL, WC, property) Manage claims for preclose period and parking lot coverage and claims X X X Corporate Maintenance File doing business qualifications where needed; file annual statements with applicable Secretary of State; maintain minute book, member list and organizational documents N X Legal Manage litigation claims for preclose period (includes and not limited to property, employment) N X Office Leases Includes lease terms or sublets, sale of office furniture, etc. N X Benefit Plans 401(k) - administration for wind-down, transition and parking lot JV N X COBRA - administration for wind-down, transition and parking lot JV N X Federal, State and franchise tax Manage oversight of 2012 and 2013 stub period tax returns - to be prepared by ASN N X See more detail below for services Manage historical audits/litigation/issues N X 2013 and future tax returns for parking lot JV and tax protection JV N X Books and Records, JV-Level Reporting maintain accounting and contractual records; “umbrella” quarterly and annual reporting for parking lot JV N X Germany Operational oversight Management oversight of ASN European business, including fund team, DeWag, legal, financing and accounting Y X Manage JV Parking lot accounting Germany - accounting, reporting, tax returns N X SWIB - accounting, reporting, tax returns Y X Development - National Gateway, Harlem Y X Transition accounting - payroll and other compensation, cash receipts/disbursements, etc. N X Other - liabilities (coordination with legal, risk, etc.), consolidation, etc. N X Cash management/oversight See further detail below Provide oversight over cash receipts post-close (collect and distribute) Y X (lead admin members handle cash management for JVs they handle (i.e. AVB - SWIB) Provide oversight of disbursements (A/P and wire transfers) post-close Y X Provide cash forecasts and funding requirements post-close Y X Maintain/wind-down bank accounts Y X Payroll and HR related items Employment claims/issues for termed/former employees/ employee verification - pkg lot and disposed only Y X Filing of 2012 ASN W-2s (to be done by ASN) N X Filing of 2013 ASN W-2s (to be done by ASN) N X Escheatment of Payroll N X Real Estate tax claims Management of appeals/questions/issues regarding disposed and parking lot assets Y X Accounts payable related items Sales and use taxes - filing requirements to go with property (to be done by ASN) - pkg lot and disposed (if not done by ASN) only Y X 2013 1099’s (to be done by ASN) - pkg lot and disposed (if not done by ASN) only Y X A/P historical vendor questions - questions will follow the property - pkg lot and disposed only Y X Manage any vendor rebates Y X Escheatment of Accounts payable preclose period Y X Collections of resident accounts Collections of resident accounts (follow the property) pkg lot and disposed only X X More detail on tax services - ***management/oversight of, and assistance as needed with, the completion of tax return compliance obligations by the Archstone personnel for the 2012 tax year and short period ending with our closing in 2013 · negotiation and approval of services and expenses contracted with vendors/consultants · regular communication and decision-making related to notices and assessments from taxing authorities · provision of support for audits · tax related services relative to the tax protection joint venture and Germany · general consulting relative to transition and integration matters (ie. Software/IT, Data migration, historical files and storage, etc.). Further detail re Cash Management/Bank Accounts: THE GENERAL RESIDUAL JV BANK ACCOUNT WILL COME UNDER THE “CASH MANAGEMENT” OVERSIGHT TO BE PROVIDED BY AVB, WITH 2 CHECK SIGNERS FROM EACH OF AVB & EQR. THERE WILL BE SOME ADDITIONAL DETAIL TO BE WORKED OUT ON WIRE AUTHORIZATION PROTOCOL WHERE MUTUAL APPROVAL NECESSARY FOR WIRES OF A CERTAIN SIZE (OTHER THAN REPETITIVE PAYMENTS AFTER APPROVAL OF INITIAL WIRE). 1. Consent to Transfer and Release Agreement for ▇▇▇ ▇▇▇▇ ▇▇▇ 2. Consent to Transfer and Release Agreement for Chelsea 3. Consent to Transfer and Release Agreement for Foundry 4. Consent to Transfer and Release Agreement for Sonoma 5. Trademark Assignment Agreement 6. Documents on attached list if any.

Additional Tax Matters. (1) The Tax Matters Member shall be the sole signatory to any federal, state, local and foreign tax on behalf of the Company, except to the extent any other Person is required by law to also sign such returns. (2) The Tax Matters Partner shall take no action in such capacity without the authorization or consent of the other Members, other than (after reasonable notice to the other Member) such action as the Tax Matters Partner may be required to take by applicable law. The Tax Matters Partner shall comply with the responsibilities outlined in Sections 6222 through 6232 of the Code. (3) The Tax Matters Partner shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of each Member. (4) The Tax Matters Partner shall not bind the Company to a settlement agreement without obtaining the written concurrence of the other Members. For purposes of this Section F(4), the term “settlement agreement” shall include a settlement agreement at either an administrative or judicial level. Any Member that enters into a settlement agreement with respect to any Company items (within the meaning of Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within ninety (90) calendar days after the date of settlement. (5) The provisions of this Section F shall survive the termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members (with respect to the period of time during which such Person is a Member) for a period of time necessary to resolve with the Internal Revenue Service or the United States Department of the Treasury any and all matters regarding the United States federal income taxation of the Company. (6) The Tax Matters Partner, in its capacity as the Tax Matters Partner, shall be reimbursed by the Company for any third party out-of-pocket costs and expenses reasonably incurred by it in the performance of its duties as Tax Matters Partner. No Member shall be reimbursed by the Company for any costs and expenses incurred by such Member in pursuing on its own behalf any of its rights to file petitions, seek judicial review, etc. under this Section F or in participating in Company-level administrative or judicial tax proceedings unless the other Member, in its sole discretion, agrees to such reimbursement. (71) During any Company income tax audit or other income tax controversy with any governmental agency, the Tax Matters Partner shall keep the Members informed of all material facts and developments on a reasonably prompt basis. Prompt notice shall be given to the Members upon receipt of advice that the Internal Revenue Service or other taxing authority intends to examine any income tax return, or records or books of the Company. (8) 2) The cost of any adjustments to all Members and the cost of any resulting audits or adjustments of Members shall be borne solely by the Members without reimbursement by the Company. 1. Documents on attached list if any.