20 JUNE 2007 IWG WOHNEN 1. OBJEKTGESELLSCHAFT MBH IWG WOHNEN 2. OBJEKTGESELLSCHAFT MBH IWG WOHNEN 3. OBJEKTGESELLSCHAFT MBH IWG WOHNEN 4. OBJEKTGESELLSCHAFT MBH AS BORROWERS

Exhibit 10.12

Execution Copy

20 JUNE 2007

IWG WOHNEN 1. OBJEKTGESELLSCHAFT MBH

IWG WOHNEN 2. OBJEKTGESELLSCHAFT MBH

IWG WOHNEN 3. OBJEKTGESELLSCHAFT MBH

IWG WOHNEN 4. OBJEKTGESELLSCHAFT MBH

AS BORROWERS

DEWAG DEUTSCHE WOHNANLAGE GMBH
AS PARENT

WITH

ABN AMRO BANK N.V., LONDON BRANCH
AS ORIGINAL LENDER, ARRANGER, FACILITY AGENT AND ORIGINAL COUNTERPARTY

AND

ABN AMRO BANK (LUXEMBOURG) S.A.
AS SECURITY AGENT

RELATING TO THE PROPERTIES AS LISTED IN SCHEDULE 1 (PROPERTIES)

PROJECT BEETHOVEN
UP TO 510,000,000 EURO
CREDIT FACILITY AGREEMENT

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CREDIT FACILITY AGREEMENT OF 19 JUNE 2007

BETWEEN

(1)                    IWG Wohnen 1. Objektgesellschaft mbH, a German limited liability company (GmbH), registered with the commercial register of the local court (Amtsgericht) of Stuttgart, Germany, under HRB 20313;

(2)                    IWG Wohnen 2. Objektgesellschaft mbH, a German limited liability company (GmbH), registered with the commercial register of the local court (Amtsgericht) of Stuttgart, Germany, under HRB 720060;

(3)                    IWG Wohnen 3. Objektgesellschaft mbH, a German limited liability company (GmbH), registered with the commercial register of the local court (Amtsgericht) of Stuttgart, Germany, under HRB 720061;

(4)                    IWG Wohnen 4. Objektgesellschaft mbH, a German limited liability company (GmbH) registered with the commercial register of the local court (Amtsgericht) of Stuttgart, Germany, under HRB 720062;

(the Borrowers, and each one individually a Borrower);

(5)                    DeWAG Deutsche WohnAnlage GmbH, a German limited liability company (GmbH) registered with the commercial register of the local court (Amtsgericht) of Stuttgart, Germany, under HRB 23156, (the Parent);

the Borrowers and the Parent having their business address at
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; and

(6)                    ABN AMRO BANK N.V., a corporation organised under the laws of The Netherlands, acting through its London Branch, with its address at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ as arranger (in this capacity the Arranger);

(7)                     ABN AMRO BANK N.V., a corporation organised under the laws of The Netherlands, acting through its London Branch, with its address at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ as original lender (the Original Lender);

(8)                    ABN AMRO BANK N.V., a corporation organised under the laws of The Netherlands acting through its London Branch, with its address at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ as counterparty to certain hedging arrangements (the Original Counterparty);

(9)                    ABN AMRO BANK N.V., London Branch, a corporation organised under the laws of The Netherlands, with its address at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ acting through its office at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ as facility agent (in this capacity the Facility Agent); and

(10)              ABN AMRO Bank (Luxembourg) S.A., a company organised under the laws of the Grand Duchy of Luxembourg, registered in the commercial register of Luxembourg (Registre de Commerce et des Sociétés, Luxembourg) under registration number B 19.116, with its business address at Espace ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg (the Security Agent).

1.                                      INTERPRETATION

1.1                               Definitions

Acquisition Documents means the notarial deeds (notarielle Urkunden) set out in Schedule 3 (Acquisition Documents).

Acquisition Portfolio means the Collateral Properties set out in Schedule 1 PART C (Acquisition Portfolio).

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Administrative Party means the Arranger or an Agent.

Affiliate means a Subsidiary or any Holding Company of a person or any other Subsidiary of that Holding Company.

Agent means the Facility Agent or the Security Agent.

Allocated Loan Amount means the amounts set out in Schedule 1 PART E (Allocated Loan Amounts) as amended or supplemented in accordance with sub-paragraph 2.1 (The Facility) (c).

Availability Period means the period beginning on the date hereof and ending on the last Business Day of July 2007.

Borrower’s Agent means the Parent.

Bridge Financed Portfolio means the Collateral Properties set out in Schedule 1 PART B (Bridge Financed Portfolio).

Business Day means a day (other than a Saturday or a Sunday) on which Lenders are open for general business in Frankfurt am Main, Germany and London, England and which is also a day on which the Trans European Automated Real time Gross Settlement Express Transfer payment system is open for settlement of payments in Euro.

Cash Transfer Date means the 10th Business Day of each month.

Cash Trap Trigger means 120 per cent.

Cash Sweep Trigger means 115 per cent.

Collateral Property means each collateral property (Beleihungsobjekt) further described in Schedule 1 (Property).

Commitment means:

(a)                     for the Original Lender an amount of the Total Commitment; and

(b)                    for any other Lender, the amount of any Commitment it acquires, to the extent not cancelled, transferred or reduced under this Agreement.

Core Capital Expenditure Amount means 6,500,000€.

Counterparty means the Original Counterparty or a Replacement Counterparty.

Default means:

(a)                     an Event of Default; or

(b)                    an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.

Default Trigger means that the Interest Cover Ratio falls below 110 per cent. and/or the Loan to Value is higher than 80 per cent.

Direct Obligations means, in respect of a Borrower, such part of the Loan (and all other amounts allocable to that part of the Loan) that corresponds to the aggregate of (i) all Allocated Loan Amounts allocated to that Borrower and

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(ii) all other amounts owed directly under the Finance Documents by such Borrower relating to the acquisition, maintenance and holding of the Property of such Borrower.

Duty of Care Agreement means any duty of care agreement in the agreed form entered into by a Borrower, IWG Wohnen GmbH, or, after 1 June 2007, any other Managing Agent, the Facility Agent and the Security Agent.

EURIBOR means for an Interest Period of any Loan or overdue amount in euro:

(a)                     the applicable percentage rate per annum determined by the Banking Federation of the European Union for euro and the relevant Interest Period displayed on the appropriate page of the Reuters screen, selected by the Facility Agent. If the relevant page is replaced or the service ceases to be available, the Facility Agent (after consultation with the Borrowers) may specify another page or service displaying the appropriate rate. If the there is no screen rate for an Interest Period, the Facility Agent shall interpolate the screen rates for the periods that are closest to that Interest Period; or

(b)                    if no such rate is available for that Interest Period, the arithmetic mean (rounded upward to four decimal places) of the rates as supplied to the Facility Agent at its request quoted by financial institution appointed as such by the Facility Agent to leading lenders in the European inter-bank market,

as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in Euro for a period comparable to that Interest Period.

Event of Default means an event or circumstance specified as such in Clause 20 (Event of Default (Fälligstellungsgründe).

Facility means the credit facility made available under this Agreement.

Facility Amount means the lowest of:

(a)                     the Total Commitments;

(b)                    an amount that results in:

(i)                        a Loan to Value (based on the Initial Valuation) that is not higher than 74 per cent.;

(ii)                     an Interest Cover Ratio of at least 122 per cent.; and

(iii)                  a loan to cost ratio that is not higher than 74 per cent. Such costs to be evidenced by the Borrowers and agreed by the Facility Agent acting reasonably.

Final Maturity Date means the Interest Payment Date falling in April 2014.

Finance Document means:

(a)                     this Agreement and any side letter to this Agreement;

(b)                    the Security Agreement;

(c)                     any Security Document;

(d)                    any Hedging Arrangement;

(e)                     any Duty of Care Agreement; and

(f)                       any other document designated as such by the Facility Agent and the Borrowers.

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Financial Covenants means the Interest Cover Ratio and the Loan to Value.

Financial Disadvantage has the meaning given in clause 22.1 (Indemnities).

Financial Indebtedness means any indebtedness for or in respect of:

(a)                     moneys borrowed;

(b)                    any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing;

(c)                     any acceptance credit (including any dematerialised equivalent);

(d)                    any financial liability as defined by IAS 32 whether evidenced by an negotiable instrument (Schuldverschreibung, Wechsel, ▇▇▇▇▇▇) or by contract;

(e)                     any trade payable with a term of more than 90 days and/or in an aggregate amount exceeding 100,000 Euro;

(f)                       and obligation under any pension plan (Pensionsverpflichtung);

(g)                    any agreement treated as a finance lease in accordance with IFRS 17;

(h)                    any obligation under any repurchase agreement (Wiederkauf, Rückkauf);

(i)                        any derivative as defined by IAS 39 9; and

(j)                        any financial guarantee (IAS 39 (3)), indemnity or insurance contract (IFRS 4) or similar assurance against financial loss of any person.

Finance Party means a Lender, a Counterparty or an Administrative Party.

Fitch means Fitch Ratings Limited or any successor to its rating business.

Fixed Rate means the rate expressed as a percentage per annum notified by the Facility Agent to the Borrowers on receipt of the first Request based on the fixed rate under the Hedging Arrangements (i.e. the notification will only be made as and when the rate fixing has occurred).

Holding Company of any other person means a company in respect of which that other person is a Subsidiary.

Hedging Arrangement means any interest hedging arrangement (including any collateral support agreement) entered into by the Borrowers relating to interest payable under this Agreement.

Increased Cost means:

(a)                     any additional or increased cost;

(b)                    a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliates) overall capital; or

(c)                     a reduction of an amount due and payable under any Finance Document;

which is incurred or suffered by a Finance Party or any of its Affiliates, but only to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance Document.

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Initial Business Plan means the consolidated financial budget (vollständiger Finanzplan) of the Borrowers (including leveraged cash flow forecasts, forecast taxes, pro-forma balance sheet and profit and loss account and forecast capex) until the Final Maturity Date supplied to the Facility Agent as a condition precedent under this agreement in form and substance accepted by the Facility Agent.

Initial Valuation means the valuation(s) supplied and addressed to the Facility Agent as a condition precedent document under this Agreement.

Interest Cover Ratio means, at any time, the ratio to be calculated in accordance with the following formula:

[(4xA)+B]/ C

Further :

A =               the Net Rental Income in respect of all Residential Leases received in the 3-month’s period, ending on the last day of the calendar month preceding the month in which the relevant date of testing falls.

B=                    the projected Net Rental Income in respect of all Lease Documents that do not relate to Residential Leases for the 12-months period, starting on the last day of the calendar month preceding the month in which the relevant testing date falls based on the Borrowers’ estimate, of the Net Rental Income receivable from the Property for the relevant period. For the purposes of making this estimate the Borrowers will assume:

(a)                     that a break clause, unless waived by the tenant, will be deemed to be exercised at the earliest date available to the relevant tenant and that, following such exercise, it is assumed that the commercial property will remain vacant for the rest of the relevant period;

(b)                    Rental Income will be ignored unless payable under an unconditional and legally binding Lease Document pursuant to which the relevant tenant already pays the contracted rent;

(c)                     potential Rental Income increases as a result of rent reviews will be ignored, i.e. only rental increases that have been agreed in the relevant Lease Document are to be taken into account;

(d)                    Rental Income will be ignored that is payable by a tenant which is in arrears with an amount that is equal to more than two month of its contracted rental payments;

C =                 the total amount of all interest, commitment fees, administrative fees and agency fees estimated by the Facility Agent (acting reasonably) to become due and payable by the Borrowers for the period corresponding to the period for that B is calculated

(a)                     under a Loan, however, with the modification that for the calculation of interest on the loan, EURIBOR shall be replaced by the Fixed Rate; and

(b)                    under the Permitted Indebtedness in respect of subsidised debt plus the amount of the amortisation under such subsidised debt.

Interest Payment Date means 15 January, 15 April, 15 July and 15 October in each year with the first Interest Payment Date being 15 October 2007. If, however, any such day is not a Business Day, the Interest Payment Date will instead be the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is none).

Interest Period means, as the context requires, the number of days elapsed between (i) the date on which an amount is made available (including such date) and the subsequent Interest Payment Date (excluding such date), or (ii) two consecutive Interest Payment Dates (including the first of such Interest Payment Dates but excluding the last).

Lease Document means any lease (Miet- bzw. Pachtvertrag) or other right of occupation (Nutzungsverhältnis) in respect of a Property.

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Lender means the Original Lender or any person, which becomes a Lender after the date of this Agreement.

Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that borrowing.

Loan to Value means, at any time the Loan as a percentage of the Market Value of the Property owned by the Borrowers determined in accordance with the most recent Valuation at that time.

Management Agreement means each property management agreement and each asset management agreement in relation to the Property with the Managing Agent.

Managing Agent means, from 1 June 2006 IWG Wohnen GmbH (currently in the process of being renamed into DeWAG Management GmbH or any other person appointed by the Borrowers).

Mandatory Cost means the percentage rate per annum calculated by the Agent in accordance with Schedule 6 (Mandatory Cost Formulae).

Margin means 0.64 per cent. per annum.

Market Disruption Event means:

(a)                     at or about noon on a Rate Fixing Day the screen rate is not available and none or only one of the reference banks supplies a rate to the Facility Agent to determine EURIBOR for euro and the relevant Interest Period; or

(b)                    before close of business in Brussels on the relevant Rate Fixing Day, the Facility Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of obtaining matching deposits in the relevant interbank market would be in excess of EURIBOR for the relevant Interest Period.

Material Adverse Effect means a material adverse effect on:

(a)                     the business or financial condition of a Borrower (on a stand alone basis);

(b)                    the ability of a Borrower (on a stand alone) to perform any of its Direct Obligations under any Finance Document; or

(c)                     any material right or remedy of a Finance Party in respect of a Security granted by that Borrower.

Market Value means, in relation to the Property, the value for the Property as indicated in the most recent Valuation delivered to the Facility Agent.

▇▇▇▇▇’▇ means ▇▇▇▇▇’▇ Investors Services Limited or any successor to its rating business.

Net Rental Income means, for the relevant period, an amount calculated in accordance with Schedule 12 (Calculation of Net Rental Income).

Obligors means (individually or collectively, as the context may require) the Borrowers and the Parent.

Operating Expenses means the costs or expenses incurred or to be incurred by the Borrowers in relation to any current (laufende) incidental or miscellaneous operating expenditure relating to the due use (bestimmungsgemäßer Gebrauch) of the Property (§ 1 of the German Regulation on the Specification of Operating Expenses (Verordnung über die Aufstellung von Betriebskosten) dated 25 November 2003) excluding, for the avoidance of doubt,

(a)                     fees payable to a Managing Agent;

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(b)                    any maintenance and repair as well as capital expenditure (Instandhaltungs- und Instandsetzungskosten);

(c)                     ground rent (Erbbauzins); and

(d)                    corporate overhead costs (Gemeinkosten) incurred by the Parent or by the Borrowers in relation to the operation of any of the Borrowers (Verwaltungskosten) (e.g. audit fees (Kosten der Prüfung des Jahresabschlusses), costs of the management (Kosten der Geschäftsführung).

Passing Rent means, for the relevant period, the amount that is calculated in accordance with Schedule 12 (Calculation of Net Rental Income).

Permitted Encumbrances means such encumbrances as are set out in Schedule 1 PART D (Permitted Encumbrances and Permitted Indebtedness).

Permitted Indebtedness means such subsidised loans as are set out in Schedule 1 PART D (Permitted Encumbrances and Permitted Indebtedness).

Property means, as the context may require, each Collateral Property, a Collateral Property or all Collateral Properties.

Property Sales Costs means any amounts payable to third parties that are a direct result of the disposal of Collateral Properties (excluding, for the avoidance of doubt, any German tax payable as a consequence of the disposition, but including German property transfer tax (Grunderwerbsteuer) and/or VAT).

Rate Fixing Day means the second Business Day before the next Interest Payment Date.

Refinancing Portfolio means the Collateral Properties set out in Schedule 1 PART A (Refinancing Portfolio).

Release Amount means, with respect to each Collateral Property, an amount equal to the lower of the following percentages of the Allocated Loan Amount relating to that Collateral Property:

Rental Income means the aggregate of all amounts paid or payable to or for the account of a Borrower in connection with the use (Nutzungsüberlassung) of any part of the Property.

Replacement Counterparty means any person, other than the Original Counterparty, that becomes a counterparty to Hedging Arrangements instead of the Original Counterparty.

Report means:

(a)                     the technical report prepared by LandAmerica;

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(b)                    the environmental report prepared by Arcadis Consult GmbH, ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, dated March 6, 2007;

(c)                     the legal report provided by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Partner, ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, dated May 2, 2007 (including amendment regarding project ▇▇▇▇▇ ▇▇▇▇ dated May 7, 2007).

Report Date means the earlier of (i) the tenth Business Day of the month in which an Interest Payment Date falls, and (ii) the day falling five Business Days before that Interest Payment Date.

Request means the request for a Loan, substantially in the form of Schedule 7 (Form of Request).

Required Reserve Amount means the Core Capital Expenditure Amount.

Reserve Account means the bank account designated the “Reserve Account” in accordance with clause 14 (Bank Accounts).

Residential Leases means all Lease Documents that relate to the letting of residential space (Wohnraummietverträge).

Sales Trap Trigger means 115 per cent.

S&P means Standard & Poor’s Rating Services, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or any successor to its rating business.

Securitisation means any securitisation or similar transaction involving any part of the rights of any Lender under this Agreement.

Security means the Security Interests created under the Security Documents.

Security Agreement means the security agreement dated on or about the date hereof and entered into between, inter alia, the parties to this Agreement.

Security Document means:

(a)                     each of the documents set out in the Security Agreement;

(b)                    the Share Pledge Agreement entered into on or about the date hereof pursuant to which the shares in the Borrowers are pledged to the Security Agent by the Parent;

(c)                     the fiduciary agreement dated 22 May 2007 entered into between, inter alia, the parties to this Agreement (the Fiduciary Agreement);

(d)                    any other document evidencing or creating security over any asset of a Borrower to secure any obligation to a Finance Party under the Finance Documents; and

(e)                     any other document designated as such by the Security Agent and the Borrowers.

Security Interest means any mortgage, land charge, pledge, lien, charge, assignment, hypothecation, encumbrance, priority notice (Vormerkung) or security interest or any other agreement or arrangement having a similar effect.

Senior Operating Cost Amount means, for the relevant period, the lower of:

(a)                     25 per cent. of the Passing Rent net of VAT; and

(b)                    the sum of the following costs and expenses:

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(i)                       Operating Expenses not recoverable from tenants;

(ii)                    repair and maintenance (Instandhaltungsaufwand);

(iii)                 ground rent (Erbbauzins);

(iv)                corporate overhead costs (Gemeinkosten) incurred by the Parent or by the Borrowers in relation to the operation of any of the Borrowers (Verwaltungskosten) (e.g. audit fees (Kosten der Prüfung des Jahresabschlusses), costs of the management (Kosten der Geschäftsführung); and

(v)                   arm’s length fees payable for the property management (Mieteinzugs- und Objektverwaltung).

Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership.

Substitution Disposal Proceeds has the meaning assigned to such term in paragraph 7.1.3 (Permitted disposal of Property or shares in Borrower(s)).

Tenant Contributions means any amount paid or payable to a Borrower under a Lease Document on account of Operating Expenses.

Total Commitments means 510,000,000€ less the amount by which the principal amount of Permitted Indebtedness exceeds 14,000,000€.

Transaction Document means:

(a)                     a Finance Document;

(b)                    the Acquisition Document;

(c)                     any Management Agreement; or

(d)                    any other document agreed and designated as such by the Facility Agent and the Borrowers.

Transfer Certificate means a certificate, substantially in the form of Schedule 8 (Form of Transfer Certificate), with such amendments as the Facility Agent may approve or require or any other form agreed between the Facility Agent and the Borrowers.

Utilisation Date means a date on which the Facility granted pursuant to sub-clause 2.1 (The Facility) is utilised.

Valuation means any valuation of the Borrowers’ interest in the Property provided by the Valuer after the Initial Valuation.

Valuer means (1) an independent external valuer or valuers appropriately qualified and accredited to the Royal Institution of Chartered Surveyors (RICS) or The European Group of Valuers Association 2003 appointed to appraise and value Properties held by the Fund (as defined in sub-paragraph 7.1.2 (a) (i) (Change of Control)), or (2) any other surveyor or valuer appointed by the Borrowers and reasonably acceptable to the Facility Agent.

VAT means any German value added tax (Umsatzsteuer).

1.2                               Construction

(a)                                  In this Agreement, unless the contrary intention appears, a reference to:

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(i)                       addressed means that the respective addressee can rely on the correctness of the statements made in that document by the person issuing the document;

(ii)                    a document being appropriately addressed means such report, opinion or other document is addressed in the manner required by the Facility Agent and notified to the Borrowers’ Agent before the date of this Agreement;

(iii)                 affiliated person means any person that is a “nahestehende Person” as defined by § 1 para 2 of the German Foreign Tax Act (Außensteuergesetz);

(iv)                assets includes present and future properties (Vermögen), revenues and rights of every description;

(v)                   control for purpose of identifying who controls an entity means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

(vi)                a Default, an incorrectness or an Event of Default being outstanding means that it has not been remedied or waived;

(vii)             a document includes (without prejudice to any prohibition on amendments) all amendments;

(viii)          disposal means a sale, transfer, encumbrance (Belastung), grant or other disposal (Verfügung) in rem (dinglich), in the form of an obligation (schuldrechtlich) or through partnerships or other company law (gesellschaftsrechtlich), whether voluntary or involuntary, or any expropriation (Enteignung) and includes, without limitation (insbesondere):

(A)                 the consent to an entry of an priority notice (Vormerkung) to the land register;

(B)                   an agreement on the transfer of title (Auflassung);

(C)                   the partition of the Borrowers’ ownership in the Property (Grundstücksteilung), or

(D)                  any other arrangement or agreement that has a similar effect and/or leads to a change of the legal or beneficial title (rechtliches oder wirtschaftliches Eigentum) to the Property or part thereof.

and dispose will be construed accordingly;

(ix)                  indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment any money including, without limitation, under any derivative transaction or any other transaction which has the commercial effect of a borrowing;

(x)                     know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(xi)                  net proceeds or net purchase price shall be construed as referring to the amount received or receivable less all reasonable costs, expenses and fees incurred but excluding any taxes on income or gains of the person selling.

(xii)               any party to a Finance Document shall be construed so as to include each successor in title (Einzel- oder Gesamtrechtsnachfolger);

(xiii)            a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency,

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organisation or other entity whether or not having separate legal personality and their successors in title (Rechtsnachfolger);

(xiv)           unless expressly stated otherwise references to:

(A)                 sub-clauses shall be references to the sub-clauses of the same clause (e.g. a reference in Sub-clause 1.1 (Definitions) or 1.2 (Construction) to “this clause” is a reference to clause 1 (Interpretation) and all its sub-clauses);

(B)                   paragraphs shall be references to the paragraphs of the same sub-clause; and

(C)                   sub-paragraphs shall be references to the sub-paragraphs of the same paragraph;

(xv)              a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xvi)           required rating of a person or entity refers to the minimum credit ratings, on the relevant date, of the respective short term and long term unsecured senior debt instruments (as applicable) that person has in issue on the relevant date, that are contained in the following table (for the avoidance of doubt, all ratings in the same row are cumulative):

(xvii)        third party means any person that is not an affiliated person; and

(xviii)     a time of day is a reference to German time.

(b)                    The Facility Agent will be entitled to withhold its consent to any matter which may have an adverse impact on the ratings of any securities issued in connection with any Securitisation and where, under a Finance Document, a Finance Party is required to act reasonably, it is reasonable for that Finance Party to act in a manner which, in the opinion of that Finance Party, is reasonably appropriate to avoid an adverse effect on the then current ratings of securities issued in connection with any Securitisation.

(c)                     Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms as a third party beneficiary (under the concept of a third party beneficiary contract (Vertrag zugunsten Dritter) or any similar concept) and, notwithstanding any term of

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any Finance Document, no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of any Finance Document.

(d)                    Where a German (legal) term or concept has been used in a Transaction Document governed by German law, such German (legal) term or concept (and not the English (legal) term or concept to which it relates) shall be authoritative for the construction whenever used in a Transaction Document. Where an English (legal) term or concept has been used in a Transaction Document governed by German law, the related German (legal) term or concept (and not the English legal term or concept) shall be authoritative for the purpose of construction.

2.                         FACILITY

2.1                  The Facility

(a)                     Subject to the terms of this Agreement, the Lenders make available to the Borrowers a secured term loan facility in an aggregate amount equal to the Total Commitments.

(b)                    The Facility Agent will notify the Borrowers and the Lenders of the exact Facility Amount without undue delay after:

(i)                          the Fixed Rate has been determined by reference to the Hedging Arrangements; and

(ii)                       the Initial Valuation has been received and accepted by the Facility Agent (acting reasonably).

 (c)                  The Facility Agent will, together with the notification under sub-paragraph (b), notify the Borrowers of the Allocated Loan Amounts (by supplementing or amending Schedule 1 PART E (Allocated Loan Amount) of each Collateral Property — ensuring that the sum of the Allocated Loan Amounts is equal to the Facility Amount.

2.2                  Obligation of the Borrowers to grant Security

The Obligors must:

(a)                     grant the Security set out in the Security Agreement; and

(b)                    maintain such Security in accordance with the Security Agreement.

2.3                  Nature of a Finance Party’s rights and obligations

Unless otherwise agreed by all the Finance Parties:

(a)                     the obligations of a Finance Party under the Finance Documents are several (Einzelschuldner);

(b)                    the failure by a Finance Party to perform its obligations does not affect the obligations of any other party under the Finance Documents;

(c)                     no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;

(d)                    the rights of a Finance Party under the Finance Documents are separate and independent rights (Einzelgläubiger);

(e)                     a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce (durchsetzen) those rights, and

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(f)                       a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.

2.4                  Borrowers’ joint obligations

(a)                     The Borrowers are joint and several debtors (Gesamtschuldner) and joint and several creditors (Gesamtgläubiger) in respect of any rights and claims resulting from or relating to the Finance Documents.

(b)                    Each Finance Party may claim against

(i)                       any Borrower in respect of (kann einen Borrower in Anspruch nehmen für):

(A)                 Direct Obligations of the respective Borrower; and

(B)                   pursuant to the joint and several liability, for Direct Obligations of another Borrower or Borrower (the Group Obligations).

(ii)                    the Parent in respect of all obligations under any Finance Document.

(c)                     In respect of all claims that are not Direct Obligations the following shall apply:

(i)                       deviating from § 425 of the German Civil Code (BGB) it is agreed that all facts (Tatsachen), agreements (Rechtsgeschäfte), statements/notices (Willenserklärungen) and measures (Maßnahmen) — with the exception of the discharge (Erfüllung) by another Borrower - shall only have any effect for and against the Borrowers to which they relate (in dessen Person sie eingetreten sind).

(ii)                    any waiver (Verzicht, Erlass) in respect of the enforcement of any rights by a Finance Party shall only be valid (1) in respect of the legal relationship (das Schuldverhältnis) that is created by the respective Finance Document and (2) only if the Facility Agent has confirmed that the entire legal relationship created by that Finance Document shall be discharged to the Borrowers being a party to the respective Finance Document.

(iii)                 claims based on Group Liability Obligations can be raised irrespective of whether the Direct Obligations under the relevant Finance Document could not be enforced (for any reason) against the relevant Borrower (können auch geltend gemacht werden, wenn die Direct Obligations aus dem relevanten Finanzierungsdokument gegen den in Anspruch genommenen Borrower, gleich aus welchem ▇▇▇▇▇, nicht durchsetzbar wären).

(iv)                claims of a Borrower for subrogation (Ausgleichung) pursuant to § 426 para 1 of the German Civil Code (BGB) shall only fall due (werden erst fällig), if all claims and rights of all Finance Parties under the Finance Documents have been completely and irrevocably discharged (endgültig und unwiderruflich erfüllt sind).

(v)                   any Borrower shall hold on trust (treuhänderisch halten) for the Finance Parties and transfer at the Facility Agent(s) direction any payments, Security Interest or other financial advantages received by a Borrower in connection with or as a consequence of claims mentioned in, and not yet due pursuant to, (iv) above.

(d)                    None of the Finance Parties shall be obliged, before exercising its rights arising under or in connection with any Finance Document or arising by operation of law against any Borrower, to seek to recover amounts due from any other Borrower or to exercise or enforce any other rights or Security any of them may have or hold in respect of the obligations of the other Borrower under any of the Finance Documents.

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2.5                  Limitation of Borrower’s joint obligations

(a)                     Any Borrower (as long as it is a German GmbH) may refuse to make payments in respect of its Group Obligations, if and to the extent that:

(i)                       such payment would deprive such German Borrower of the liquidity necessary to fulfil its permitted financial obligations that:

(A)                 exist as of the date on which such payment would otherwise be due;

(B)                   are obligations payable to third parties other than third party creditors of the objecting German Borrower’s affiliated persons; and

(C)                   the objecting German Borrower cannot satisfy out of the disposal of fixed or current assets (in a commercially reasonable manner and under terms as agreed by the Lender) or the collection or non-recourse sale of its receivables, in each case as permitted under the Finance Documents; or

(ii)                    such payment would have the consequence that the objecting Borrower’s net assets would be less than its registered capital (gezeichnetes Kapital) (Begründung einer Unterbilanz) or if, at such time, such Borrower’s net assets are already less than its registered capital (Vertiefung einer Unterbilanz).

(b)                    For the purposes of sub-paragraph 2.5(a)(ii) the calculation of:

(i)                       net assets and registered capital shall be based on the book values of the objecting German Borrowers’ assets and liabilities that would have to be disclosed in such German Borrower’s commercial balance sheet (Jahresabschluss) drawn up in accordance with German GAAP as of the day after such payment would have been made;

(ii)                    net assets shall take into account all items to be shown in such German GAAP balance sheet:

(A)                 as assets under the captions reflected in § 266 (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) provided that claims of an objecting German Borrower against any of its affiliated companies referred to above (other than any of the objecting German Borrower’s Subsidiaries), shall only be taken into account if and to the extent that this is permitted pursuant to the jurisprudence from time to time of the German Federal Supreme Court (Bundesgerichtshof) relating to protection of liability capital of German limited liability companies under §§ 30 and 31 of the German Limited Liability Company Act (GmbH-Gesetz); and

(B)                   as liabilities under the captions reflected in § 266 (3) B, C and D of the German Commercial Code less the amount of all liabilities towards any affiliated person (which shall be deemed to have been waived for that purpose) and less any Financial Indebtedness unless permitted under this Agreement.

(iii)                 registered capital (Gezeichnetes Kapital) shall take into account all items to be shown in objecting Borrower’s German GAAP balance sheet under the captions reflected in § 266 (3) A of the German Commercial Code.

(c)                     If such objection is made and for as long as it is outstanding, the objecting German Borrowers must apply any funds available to it for unlimited distribution in the following order:

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(i)                       firstly, in or towards due but unpaid Direct Obligations of that objecting Borrower in accordance with the provisions of clause 14 (Bank Accounts) i.e. operate the priority of payments in that clause in respect of that objecting Borrower and its Direct Obligations separately;

(ii)                    secondly, in or towards due obligations to third parties that comply with sub-paragraph 2.5 (a); and

(iii)                 thirdly, in and towards due Group Obligations of the objecting Borrower in accordance with clause 14 (Bank Accounts) i.e. operate such provision in respect of the non-objecting Borrowers using the credit balances allocable to the non-objecting Borrowers plus the excess over (i) and (ii) allocable to the objecting Borrower(s) for application in accordance with that provision.

(d)                    For the purposes of calculating the unpaid Direct Obligations of a Borrower for the purposes of sub-paragraph (c) any amount of (voluntary or mandatory) pre-payment of a part of the Loan will:

(i)                       first be applied up to such Allocated Loan Amount (up to the Allocated Loan Amounts) of:

(A)                 the disposed Collateral Property or, the Collateral Property owned by a Borrower the interest in which is disposed in case of a prepayment under paragraph 7.1.3 (Permitted disposal of Property or shares in Borrower(s));

(B)                   the damaged Collateral Property in case of a prepayment under paragraph 7.1.4 (Insurance payments);

(C)                   the (damaged) Collateral Property to which it relates in case of a prepayment under paragraph 7.1.5(Claims under Acquisition Documents and Reports);

(ii)                    any excess will be applied to the Allocated Loan Amounts of the Collateral Properties to which no amount pursuant to sub-paragraph (d) (i) has been allocated in the proportion of the Allocated Loan Amount(s) of such Collateral Properties (prior to the prepayment) to the sum of all Allocated Loan Amounts (for the Properties that have not been disposed).

2.6                  Change of German law

The Parties shall negotiate in good faith to waive or amend sub-clause 2.5 (Limitation of Borrower’s joint obligations) if the respective German law relating to capital maintenance (Kapitalerhaltung) and/or destructive interference (existenzvernichtender Eingriff) is changed (e.g. as is currently discussed based on the draft of published by the German ministry of justice).

3.                         PURPOSE

3.1                  Application of the Loan

The Borrowers shall apply amounts borrowed under the Facility for:

(a)                     the re-financing of existing debt and addition of new debt in respect of the Refinancing Portfolio and in respect of the Bridge Financing Portfolio;

(b)                    the financing of the purchase price payable under the Acquisition Documents in respect of the Acquisition Portfolio; and

(c)                     related transaction costs, including any financing costs related to the acquisition of the Collateral Properties under the Acquisition Documents and initial capital expenditure.

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3.2                  No obligation to monitor/obligation to evidence

(a)                     No Finance Party is bound to monitor or verify the utilisation of the amounts drawn.

(b)                    The Borrowers shall provide evidence of the utilisation to the Facility Agent if so requested.

4.                         CONDITIONS PRECEDENT

4.1                  Suspensive Condition

The obligations of the Finance Parties under all Finance Documents are subject to the suspensive condition (aufschiebende Bedingung) that the Facility Agent has notified the Borrowers and the Lenders that it has received all documents and evidence set out in Schedule 2 (Conditions Precedent) PART A (General Conditions Precedent) in form and substance reasonably satisfactory to the Facility Agent. The Facility Agent must give such notification promptly upon being so satisfied.

4.2                  General conditions precedent

No Lender shall be obliged to extend any amount hereunder unless on both the date of the relevant Request and the relevant Utilisation Date:

(a)                     the statements in clause 15 (Representations ) are correct in all material respects; and

(b)                    no Default is outstanding or would result from the making of the Loan; and

(c)                     the Required Reserve Amount has been funded in respect to the Properties to which a Request relates in the amount that is allocated in Schedule 1 PART E (Allocated Loan Amounts) as “Capex” to such Properties to the Reserve Account (or stated in the relevant Request to be paid out of the drawn amount on the relevant Utilisation Date).

4.3                  Portfolio related conditions precedent

(a)                     No Lender shall be obliged to extend any amount under the following unless on both the date of the relevant Request and the relevant Utilisation Date the Facility Agent has notified the Borrowers that it has received all documents and evidence set out in Schedule 2 (Conditions Precedent):

(i)                       Part B Refinancing Portfolio in respect of utilisations relating to the Refinancing Portfolio;

(ii)                    Part C Bridge Financed Portfolio and Acquisition Finance Portfolio in respect of utilisations relating to the Bridge Financed Portfolio and/or the Acquisition Portfolio;

in form and substance reasonably satisfactory to the Facility Agent. The Facility Agent must give such notification promptly upon being so satisfied.

5.                         UTILISATION

5.1                  Utilisation terms

The Borrowers may only utilise the Facility by giving duly completed, irrevocable Requests, the number of which shall not exceed fifteen (15), and which:

(a)                     must be delivered to the Facility Agent by no later than by 11.00 a.m, one Business Day before the Utilisation Date for the proposed borrowing;

(b)                    must specify the relevant Utilisation Date as a Business Day falling within the relevant Availability Period;

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(c)                     must specify the purposes of the Loan;

(d)                    must be in an amount that does not exceed the sum of the Allocated Loan Amounts relating to the relevant Collateral Properties to which the Request relates; and

(e)                     is a request for the Loan that does not exceed, on the proposed Utilisation Date, the maximum undrawn amount of the Facility Amount and, if lower, the amount at which the Interest Cover Ratio for the aggregate of all drawn amounts, including the amount set out in the Request, would be at least 118 per cent.

5.2                  Automatic Cancellation

(a)                     Any undrawn part of the Total Commitments will be automatically cancelled

(i)  in full, upon the close of business on the earlier of:

(A)         the last day of the Availability Period; or

(B)           the day on which the Loan has been disbursed as per the last permitted Request; or

(ii)                    in the amount of the Allocated Loan Amounts attributed to such Collateral Property or Collateral Properties that had been disposed and the purchase price relating to that Collateral Property has been received prior to the Utilisation Date on the date of receipt of the relevant purchase price.

(b)                    No amount of the Total Commitments cancelled may subsequently be reinstated.

6.                         REPAYMENT

6.1                  Scheduled Amortisation

The Borrower is not obliged to amortise the Loan (keine Verpflichtung zur laufenden, planmäßigen Tilgung).

6.2                  Repayment in full

The Borrowers must repay all amounts then outstanding under the Loan in full on the Final Maturity Date.

6.3                  No Re-borrowing

Amounts repaid may not be re-borrowed.

7.                         PREPAYMENT

7.1                  Mandatory prepayment

The Borrowers must pay to the relevant Lender(s) towards prepayment of the Loan:

7.1.1   Illegality

an amount equal to the share in the Loan of a Lender if such Lender has notified the Facility Agent and the Borrowers that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan;

7.1.2   Change of control

(a)                     in an amount equal to the entire Loan then outstanding, if one of the following circumstances occur and the Facility Agent so requests:

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(i)                       to the extent, a Luxembourg Fonds commun de placement - fonds d’investissement spécialisé (the Fund) to be established in or about June 2007 in Luxembourg, to which, inter alia the Collateral Properties will be transferred (except for that part of the Collateral Properties a Borrower disposed of between the date of this Agreement and the transfer to the Fund) has been established:

(A)                 Archstone-▇▇▇▇▇ Operating Trust, a real estate investment trust organized in the United States under the laws of the State of Maryland (Archstone) ceases to own and control, directly or indirectly,

•                                  at least 10% of the units issued by the  Luxembourg Fonds commun de placement - fonds d’investissement spécialisé (the Fund) established in or about May 2007 in Luxembourg; or

•                                  at least 50.1% of (1) the shares in Archstone Management Germany S.à.▇.▇, a company organised under the laws of the Grand Duchy of Luxembourg, registered in the commercial register of Luxembourg (Registre de Commerce et des Sociétés, Luxembourg) under registration number B 127469, with its business address at Avenue ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 46a, 1855 Luxembourg, Grand Duchy of Luxembourg (the Fund Manager) (2) of the voting rights with respect to the Fund Manager;

(B)                   the Fund Manager ceases to be the management company of the Fund;

(C)                   Archstone ceases to beneficially own (wirtschaftliches Eigentum), directly or indirectly, at least 9% of (1) the shares of any Borrower or (2) the voting rights with respect to any Borrower;

(D)                  the Fund ceases to beneficially own, directly or indirectly, at least 47% of (1) the shares of any Borrower or (2) of the voting rights of any Borrower; or

(E)                    any entity is admitted as a Fund Investor holding in excess of a 25% interest in the Fund (such entity, a New Fund Investor) without the prior consent of the Facility Agent (not to be unreasonably withheld); provided, however, that the Facility Agent’s consent shall not be required if:

•                                  the New Fund Investor is a registered pension fund; or

•                                  the New Fund Investor is a regulated insurance company; or

•                                  the units of the Fund have been listed as listed securities and the New Fund Investor has subscribed for no more than 49% of the units in the Fund; or

(ii)                    to the extent the Fund has not (yet) been established, if Archstone ceases to beneficially own (wirtschaftliches Eigentum), directly or indirectly, 51% of (1) the shares of any Borrower or (2) the voting rights with respect to any Borrower.

(b)                    Immediately upon the admission of a New Fund Investor in accordance with this paragraph 7.1.2(a)(i)(E), the Borrowers’ Agent shall notify the Facility Agent of such admission and shall provide the Facility Agent with evidence reasonably satisfactory to the Facility Agent evidencing the satisfaction of the conditions set out in sub-paragraph 7.1.2(a)(i)(E).

7.1.3   Permitted disposal of Property or shares in Borrower(s)

(a)                     On each Interest Payment Date an amount equal to the aggregate Release Amounts allocable to the Collateral Properties for which disposal proceeds have been received in the immediately preceding Interest Period if Collateral Properties are disposed (or has been disposed on the first Utilisation Date but for which

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the sales proceeds have been received after the first Utilisation Date) and the disposal is made to in accordance with paragraph 17.2.1 (Disposal) unless the net proceeds (purchase price received less related Property Sales Costs) have been designated as Substitution Disposal Proceeds by the Borrowers, and

(i)                       90 per cent. of the Substitution Disposal Proceeds are spent to pay the purchase price for one or more new Collateral Property(ies) within 180 days (the Substitution Period), starting from the date on which the Substitution Disposal Proceeds in aggregate exceed 5,000,000 € (the Threshold Amount), provided that, if the Threshold Amount has been reached a new Substitution Period shall commence for any Substitution Disposal Proceeds received thereafter;

(ii)                    such new Collateral Properties meet the substitution criteria set out in PART A (Substitution Criteria) of Schedule 13 (Substitution).

(iii)                 the substitution mechanics set out in PART B (Substitution Mechanics) of Schedule 13 (Substitution) are maintained; or

(iv)                the total amount reinvested into new Collateral Properties does not exceed in aggregate 10% of the initial amount of the Loan at the time of payment of purchase price for the respective new Collateral Property;

and

(b)                    the aggregate amount of all Release Amounts allocable to all Collateral Properties held by the relevant Borrower, if shares in a Borrower are disposed unless such shares are transferred to an Affiliate of the Obligors and the Borrowers have evidenced to the Facility Agent, to the Facility Agent’s reasonable satisfaction, that such transfer has no adverse effect on an Obligor.

7.1.4        Insurance payments

an amount equal to the net proceeds from the property insurance (but not from any loss of rent or business interruption insurance) in excess of 75,000 Euro that can be claimed under the relevant insurance, unless, within 90 days from the destruction or damage of the Property, the Borrowers have committed (by notifying the insurer and instructing architects with the planning) such insurance proceeds for repair or replacement of the Property and commenced steps to repair or replace the Property.

The mandatory pre-payment to be made under this paragraph will not be due until the respective insurance proceeds have been received by the Borrowers. Furthermore, the Borrowers will be obliged to pre-pay an amount equal to that amount of the insurance proceeds that has not been reinvested within 12 months commencing on the day on which all necessary building, planning or similar consents, permits or approvals in connection with the reinvestment have been obtained or, if earlier 24 months from the occurrence of the relevant insured event (or within such longer period as the Facility Agent may agree).

7.1.5   Claims under Acquisition Documents and Reports

in an amount equal to the net proceeds of any indemnity (including, without limitation, for breach of warranty actually received by a Borrower for its own benefit (and not for the benefit of any third party) if:

(a)                     such net proceeds in respect of any single claim or series of related claims amount to 75,000 Euro or more (in aggregate);

(b)                    result from claims:

(i)                       against any provider of any of the Reports; or

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(ii)                    under the Acquisition Documents provided that, if the respective seller’s payment is due to a defect in a Property or Properties, such amount required to be applied in prepayment shall be limited to the then applicable Release Amount in respect of the relevant Property or Properties and which have not been:

•                                  committed for application to remedy the loss in respect of which they were paid within three (3) months of receipt; or

•                                  so applied within 24 months commencing on the day on which all necessary buildings, planning or similar consents, permits or approvals in connection with the reinvestment has been obtained, or which in any event are not so applied within 3 years of receipt of the relevant amount or within such longer period as the Facility Agent may agree.

7.1.6   Cash Sweep

an amount equal to the amount standing to the credit of the Reserve Account corresponding to the aggregate amounts paid to the Reserve Account pursuant to sub-clause 14.9.2(vi) (Payments from the Debt Service Account) plus all Substitution Disposal Proceeds from and including any Interest Payment Date on which the Interest Cover Ratio is lower than the Cash Sweep Trigger until the Interest Cover Ratio has been above the Rent Sweep Trigger for two consecutive Interest Payment Dates.

7.1.7   Over-funding

an amount equal to the Allocated Loan Amount relating to properties that have been included in the list of Collateral Properties that were disposed of before the date hereof.

7.2                  Further provisions applicable to mandatory prepayments

The due date for repayment or prepayment pursuant to sub-clause 7.1 (Mandatory prepayment) shall be:

(a)                     the last day of the Interest Period falling immediately after the event that has caused the pre-payment unless specifically provided otherwise and further provided that prepayments pursuant to paragraph 7.1.3 (Permitted disposal of Property or shares in Borrower(s)) shall fall due on the Interest Payment Date that is the later of:

(i)                       the Interest Payment Date falling immediately after the date of receipt of the respective purchase price; and

(ii)                    the Interest Payment Date at which the aggregate of the amounts transferred to the Reserve Account out of sales proceeds exceed 500,000€; or

(b)                    such earlier date specified by:

(i)                       the Facility Agent if the prepayment on such earlier date is necessary to avoid adverse consequences on the respective Lender (e.g. in respect of pre-payments under paragraph 7.1.1 (Illegality), whereby such date must not be earlier than the last day of any applicable grace period allowed by law); or

(ii)                    the Borrowers in their reasonable discretion, subject to break costs.

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7.3                  Voluntary prepayment

The Borrowers may, at any time, by giving not less than ten (10) Business Days’ prior notice to the Facility Agent, prepay any Loan in whole or in part, but, if in part, in a minimum amount, and an integral multiple of, 1,000,000 Euro.

7.4                  Right of prepayment and cancellation or replacement of a Lender

(a)                     Borrowers’ Agent may give notice to the Facility Agent requesting prepayment and cancellation in respect of a Lender in accordance with sub-paragraph (c) or, subject to sub-paragraph (1), replacement of that Lender in accordance with sub-paragraph (b) below if:

(i)                       (A)         the Borrowers are, or will be, required to pay to a Lender a Tax Payment or an Increased Cost; or

(B)                   the Borrowers’ Agent receives a notice from the Facility Agent under sub-clause 10.3 (Tax Indemnity) or sub-clause 11.3 (Increased cost claims); or

(C)                   if any Lender fails to fund any Loan; and

(ii)                    the circumstance giving rise to the requirement, payment or indemnification or the failure continues at the time the Borrowers’ Agent so notifies the Facility Agent.

(b)                    The Borrowers may, in the circumstances set out in sub-paragraph (a) above or pursuant to paragraph 7.1.1 (Illegality), replace an existing Lender with one or more other Lenders (which need not be existing Lenders), which have agreed to purchase all of the Commitments and Loans of that existing Lender pursuant to an assignment or transfer in accordance with the provisions of sub-clause 24.2 (Assignments and transfers by the Lenders), on condition that:

(i)                       each assignment or transfer shall be arranged by the Borrowers’ Agent (with such reasonable assistance from the existing Lender as the Borrowers’ Agent may reasonably request);

(ii)                    no existing Lender shall be obliged to make any assignment or transfer unless and until it has received payment from the new Lender(s) in an aggregate amount equal to the outstanding principal amount of the Loans owing to that existing Lender, together with accrued and unpaid interest and fees and all other amounts payable to that existing Lender under this Agreement; and

(iii)                 if the replacement is to become effective during the Availability Period (but not afterwards), the Facility Agent has approved the identity of the new Lender (such approval not to be unreasonably withheld).

(c)                     After notification under sub-paragraph (a):

(i)                       each Borrower must repay or prepay that Lender’s share in the Loans borrowed by it on the date specified in sub-paragraph (d); and

(ii)                    the Commitments of that Lender will be immediately cancelled.

(d)                    The date for repayment or prepayment of a Lender’s share in the Loans will be:

(i)                       the last day of the current Interest Period; or

(ii)                    if earlier, the date specified by the Borrowers’ Agent in the relevant notification.

(e)                     This sub-clause 7.4 does not in any way limit the obligations of any Lender under clause 12 (Mitigation).

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(f)                       The provisions of sub-paragraph 7.4 (b) will not apply to any securitisation vehicle that becomes a Lender in any Securitisation.

7.5                  General provisions applicable to all prepayments

(a)                     Each Borrower must promptly credit all voluntary or mandatory pre-payments to the Debt Service Account.

(b)                    Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) of prepayment or cancellation.

(c)                     All prepayments under this Agreement must be made with accrued interest on the amount prepaid, all other amounts due hereunder in respect of that amount (e.g. pursuant to sub-clause 22.2 (Interest Period Break Costs)) and all amounts due under the Hedging Arrangements.

(d)                    No amount of a Loan prepaid may subsequently be re-borrowed.

8.                         INTEREST

8.1                  Obligation to pay interest

The Borrowers must pay interest on each Interest Payment Date in the amount that is calculated in arrear (nachschüssig) for the period since the immediately preceding Interest Payment Date.

8.2                  Calculation of interest

(a)                     The rate of interest on the Loan for each Interest Period is the percentage rate per annum equal to the aggregate of the applicable:

(i)                       the Fixed Rate, or EURIBOR if the Borrowers are in compliance with their obligations under sub- clause 8.3 (Hedging);

(ii)                    Margin; and

(iii)                 Mandatory Cost.

(b)                    Interest shall be calculated on the basis of the principal amount outstanding under the Loan at any date during the preceding Interest Period.

8.3                  Hedging

8.3.1        Obligations of the Borrowers

From and including the Utilisation Date, the Borrowers must:

(a)                     maintain Hedging Arrangements in accordance with the provisions set forth in this sub-clause 8.3 for the hedging of the entire interest rate exposure under the Loan with terms not expiring before the Final Maturity Date;

(b)                    comply with the terms of each Hedging Arrangement and may not amend or waive any of their rights under the Hedging Arrangements nor accept any such amendment or waiver by the respective Counterparty without the prior consent of the Facility Agent;

(c)                     supply a copy of the executed documentation for all Hedging Arrangements to the Facility Agent promptly after execution thereof; and

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(d)                    charge or assign by way of security to the Security Agent all their rights under the Hedging Arrangements.

A failure on the part of a Counterparty to comply with its obligations under this sub-clause will not affect the obligations of the Borrowers under this sub-clause.

8.3.2        Form of the Hedging Arrangements

All Hedging Arrangements must be:

(a)                     in respect of the initial Hedging Arrangements and in respect of other Hedging Arrangements to the extent that they relate to portions of the Loan that is subject to a Securitisation, entered into on terms that are Securitisation compliant, and compliant with the terms set out in this sub-clause.

For the avoidance of doubt, any Hedging Arrangement shall not be regarded as Securitisation compliant, if any Borrower fails to use its reasonable endeavours to agree on Hedging Arrangements, which are satisfactory to the Facility Agent or to amend existing Hedging Arrangements accordingly upon reasonable request by the Facility Agent.

(b)                    based on the ISDA Master Agreement 1992; and

(c)                     in the form of a swap, swaption, cap, caption, floor (when in combination with any of the instruments referred to above) or such other instrument satisfactory to the Facility Agent and in any event in form and substance satisfactory to the Facility Agent and shall provide for a fixed rate not greater than 4.3 per cent per annum.

8.3.3        Counterparty

All Hedging Arrangement must be:

(a)                     with the Original Counterparty; or

(b)                    with the Replacement Counterparty:

(i)                       if the Original Counterparty is no longer able to continue hedging; and

(ii)                    the Replacement Counterparty has in issue short and long term senior unsecured instruments with

(A)                 the required rating (sub-paragraph 1.2(a)(xvi) (Construction));

(B)                   or, a person acceptable to the Facility Agent that has unconditionally, in form and substance satisfactory to the Facility Agent, guaranteed such Replacement Counterparties’ obligations under the Hedging Arrangements.

8.3.4        Notional Amount

(a)                     Hedging Arrangements must at all times have an aggregate notional amount not less than the aggregate amount of the Loan outstanding.

(b)                    The Borrowers must, at the request of and in a manner satisfactory to the Facility Agent, and /or a Counterparty may reduce the notional principal amount of the Hedging Arrangements by an amount so that it no longer exceeds 100 per cent. of the aggregate amount of the Loan then outstanding.

8.3.5        Counterparties’ Obligations

Each Counterparty must:

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(a)                     if a rating event (as defined by the Hedging Arrangements) has occurred in respect of it, the Hedging Arrangements or the person that has unconditionally guaranteed its obligations:

(i)                       promptly notify the Facility Agent on becoming aware of such rating event;

(ii)                    comply with its obligations under relevant Hedging Arrangements resulting from such rating event;

(iii)                 immediately on demand pay all reasonable costs and expenses (including legal fees) incurred by the Borrowers and the Facility Agent as a result of the occurrence such rating event (including the costs resulting from the operation of this sub-clause).

(b)                    not amend or waive the terms of any Hedging Arrangement without the consent of the Facility Agent.

(c)                     not suspend making payments under a Hedging Arrangement unless the Borrowers are in breach of its payment obligations under that Hedging Arrangement.

(d)                    acknowledge that the rights of the Borrowers under the Hedging Arrangements have been charged or assigned by way of security to the Security Agent. The Original Counterparty hereby acknowledges such assignment.

8.3.6        Termination of Hedging Arrangements

Neither a Counterparty nor any Borrower may terminate or close out any Hedging Arrangement (in whole or in part) except:

(a)                     that the Borrowers may, with the consent of the Facility Agent close out, or terminate Hedging Arrangements (subject to agreement with the relevant Counterparty), if the Borrowers have entered into substitute Hedging Arrangements which comply with the requirements set out in this sub-clause;

(b)                    if it becomes illegal for that party to continue to comply with its obligations under that Hedging Arrangement;

(c)                     after the occurrence of a tax event (as defined by the relevant Hedging Arrangement);

(d)                    if the Loans and other amounts outstanding under the Finance Documents other than the Hedging Arrangements have been unconditionally and irrevocably paid and discharged in full;

(e)                     in the case of termination or closing out by the Counterparty, if:

(i)                       the Facility Agent serves notice under sub-paragraph 20.2 (Acceleration) (b) or, having served notice under sub-paragraph 20.2(b), makes demand; and

(ii)                    after the Counterparty has notified the Borrowers that a Securitisation has been implemented and each Security Interest created under the Security Documents has been either been enforced or, in the reasonable opinion of the Facility Agent is intended to be enforced.

8.4                  Overdue amounts

8.4.1        Default Interest

(a)                     If the Borrowers fail to pay any amount payable by it under the Finance Documents, they must immediately on demand by the Facility Agent pay

(i)                       interest on the overdue amount (unless the overdue amount is interest)

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(ii)                    lump sum damages

from its due date (Fälligkeitstag – for the avoidance of doubt where a Finance Document does not provide for a specific payment date, the due date shall be determined in accordance with sub-clause 13.4 (Timing of Payments and Performance)) up to the date of actual payment, both before, on and after judgment.

(b)                    The amount to be paid pursuant to (a) shall be calculated (in case of (a)(ii) as if it were interest) at a rate determined by the Facility Agent to be one (1) per cent. per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the amount of the overdue amount.

8.4.2        Further damages (Verzugsschäden)

Each Finance Party is entitled to claim from the Borrowers further compensation for any further losses incurred and/or damages suffered as a result of the Borrowers having failed to pay any amount payable by it under the Finance Documents on the due date for payment.

8.5                  Notification of rates of interest

The Facility Agent must promptly, in respect of the next Interest Payment Date by the immediately preceding Rate Fixing Date, notify each relevant party of the determination of a rate of interest under this Agreement.

9.                         MARKET DISRUPTION

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(a)                     the Margin;

(b)                    the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(c)                     the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan. The Lenders confirm that, as of the date of this agreement and based on their best knowledge in respect of the implementation for the so-called “Basle II accord”, they are not aware that Mandatory Costs based on that implementation will fall due.

10.                  TAXES

10.1           Definitions

For the purposes of this clause:

German Lender means a Lender that is beneficially entitled (§ 39 of the German Tax Procedure Act) to a part of the Loan and which for German tax purposes lends under the Finance Documents through a German permanent establishment within the meaning of German domestic tax law and any applicable double taxation treaty between Germany and the relevant jurisdiction(s).

Tax means any tax (Abgabe) or any obligations ancillary to any tax (Nebenleistungen) including, but not limited to those mentioned in § 3 (4) of the German Tax Procedure Act (Abgabenordnung).

Tax Credit means a credit against any Tax or any relief or remission for Tax (or its repayment).

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Tax Deduction means a deduction (Abschlag) or withholding (Einbehalt) for or on account of Tax from a payment under a Finance Document.

Tax Payment means a payment made by any Borrower to a Finance Party in any way relating to a Tax Deduction or under any indemnity given by that Borrower in respect of Tax under any Finance Document.

Qualifying Lender means a Lender which is:

(i)                                     a German Lender; or

(ii)                                  Treaty Lender.

Treaty Lender means any Lender that is (1) beneficially entitled (which is to be determined by reference to the applicable double taxation treaty between Germany and the respective Treaty State) to interest payable to that Lender under the Finance Documents, (2) entitled to benefit from an applicable double taxation treaty between Germany and the respective Treaty State, (3) may claim the respective treaty protection with respect to payments under the Finance Documents receivable by the Lender, and (4) is not a German Lender.

Treaty State means a jurisdiction having a double taxation treaty with Germany, if that double taxation treaty fully denies Germany any right to tax interest payments of the kind received or receivable under the Finance Documents.

10.2           Gross-up

(a)                     The Borrowers must make all payments to be made by them under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law or by virtue of a decision of a competent tax authority.

(b)                    The Borrowers or any Lender must promptly (unverzüglich) notify the Facility Agent and the Facility Agent must then promptly notify the affected parties if:

(i)                       a Lender is not, or ceases to be, a Qualifying Lender; or

(ii)                    the Borrowers or a Lender are aware that the Borrowers must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction).

(c)                     If a Tax Deduction is required by law or by a decision of a competent taxing authority to be made by the Borrowers, the amount of the payment due from the Borrowers will be increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment that would have been due had no Tax Deduction been required. However, in no event will the Borrowers be obliged to pay in excess of the amount that would have been required in respect of payments to a Qualifying Lender.

(d)                    The Borrowers are not required to make an increased payment to a Lender under sub-paragraph (c) in respect of tax imposed if that Lender:

(i)                       is (at the time the respective payment is due) a Qualifying Lender, and the Borrowers are able to demonstrate that the Tax Deduction would not have been required if the Lender had complied with its obligations under paragraph (g) when requested to do so by the Borrower (according to paragraph (g));

(ii)                    is not a Qualifying Lender at the time it became a Lender;

(iii)                 has (at the time the respective payment is due) ceased to be a Qualifying Lender other than because any applicable law (including for the avoidance of doubt any applicable double taxation

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treaty) or any published practice or published concession of any relevant taxing authority has changed after the date it became a Lender under this Agreement; or

(iv)                the Tax Deduction is required as a result of Council Directive 2003/48/EC on the taxation on savings income, related treaties or agreements, or respective national tax provisions, whether such Tax Deduction being required in a EU Member State or otherwise.

(e)                     If the Borrowers are required to make a Tax Deduction, the Borrowers must make the minimum Tax Deduction allowed by law and must make any payment required in connection with that Tax Deduction within the time allowed by law.

(f)                       Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Borrowers must deliver to the Facility Agent for the relevant Finance Party evidence satisfactory to that Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.

(g)                    Each Borrower and any Lender shall co-operate in completing any procedural formalities necessary for the Borrower concerned to obtain authorisation to make that payment without a Tax Deduction. In particular, any Treaty Lender shall use its commercially reasonable best efforts to complete, as soon as practicable following a request by the relevant Borrower any procedural formalities which it is able to complete and which are necessary for an Borrower concerned to be able to make a payment to such Treaty Lender without a Tax Deduction (or with a reduced rate of Tax Deduction).

10.3           Tax Indemnity

(a)                     The Borrowers must indemnify a Finance Party against any loss or liability which that Finance Party will suffer or has been suffered (directly or indirectly) for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under this Agreement.

(b)                    Sub-Paragraph (a) does not apply to any Tax assessed on a Finance Party under the laws of the jurisdiction (or jurisdictions) in which:

(i)                       that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as tax resident (unbeschränkt steuerpflichtig);

(ii)                    that Finance Party’s facility office, or, if different, any permanent establishment for tax purpose, is located in respect of amounts received or receivable in that jurisdiction; or

(iii)                 that Finance Party is subject to non-resident taxation (beschränkte Steuerpflicht) including, but not limited to, in Germany,

if that Tax is imposed on or calculated by reference to the net or gross income received or receivable by that Finance Party.

(c)                     Sub-Paragraph (a) does not apply to the extent that any loss or liability:

(i)                       is compensated for by an increased payment under sub-paragraph 10.2(c); or

(ii)                    would have been compensated for by an increased payment under sub-paragraph 10.2(c) but was not so compensated because one of the exclusions in sub-paragraph 10.2(d) applied.

(d)                    A Finance Party making, or intending to make a claim under paragraph 10.3(a) shall without undue delay (unverzüglich) notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

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10.4           Tax Credit

(a)                     Any Finance Party will claim a refund or credit from the competent taxation authority if:

(i)                       the Borrowers have made a payment pursuant to sub-paragraph 10.2(c) or 10.3(a); and

(ii)                    that Finance Party has a right to reclaim, refund or credit the amount withheld or paid in accordance with sub-paragraph 10.3 in full or part under an applicable law or regulation.

(b)                    The relevant Finance Party must pay an amount to the Borrowers which that Finance Party determines will leave it (after that payment) in the same after-tax position as it would have been if the Tax Payment or Tax Deduction had not been required to be made by the Borrowers and to the extent that the relevant Finance Party determines (acting reasonably) that:

(i)                       a Tax Credit is attributable to that Tax Payment or Tax Deduction; and

(ii)                    it or any of its group members is entitled to use that Tax Credit.

10.5           Value Added Taxes

(a)                     Any amount (including costs and expenses) payable under a Finance Document by the Borrowers is exclusive of any value added tax or any other Tax of a similar nature which might be chargeable in connection with that amount. The Borrowers must pay to the Finance Party (in addition to and at the same time as paying that amount) an amount equal to the amount of such Tax provided that the Borrowers receive invoices (in the form required to entitle the Borrower(s) to claim input tax) from that Finance Party and unless such Tax:

(i)                       is paid directly by the Borrowers to the relevant Tax Authority; or

(ii)                    is caused by the exercise of the option by the respective Finance Party to make the supply (of good or services – Lieferung oder sonstige Leistung) subject to such Tax.

(b)                    Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the Finance Party against all value added tax or any other Tax of a similar nature incurred by the Finance Party in respect of those costs or expenses but only to the extent that the Finance Party (acting reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the Tax.

10.6           Thin Cap Statement

(a)                     The Borrowers may request that the Facility Agent and/or the respective Lender provides, and the Facility Agent and or the respective Lender must then provide, the Borrowers with a certificate in accordance with the tax circulars issued by the German Federal Ministry of Finance (Bundesfinanzministerium) on 15 July 2004 (IV A2 - S 2242a - 20/40) and on 22 July 2005 (IV B 7 - S 2742a - 31/05) in relation to § 8a of the German Corporation Tax Act in the form of the German language official standard letter as issued by the German Federal Ministry of Finance to the credit committee of the German banking associations dated 20 October 2005, docket ▇▇ ▇▇ B / - S 2742a – 43/05 as amended from time to time.

(b)                    Any such certificate:

(i)                       is given for the purpose of delivery to the competent German tax authorities of the Borrowers to assist the Borrowers in the administration of its tax affairs and not for any other purpose;

(ii)                    does not guarantee the achievement of a specific result or conclusion for German tax purposes; and

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(iii)                 is addressed to and is solely for the benefit of the Borrowers in relation to this Agreement.

10.7           Changes of German Tax Laws

The Parties will discuss in good faith measures that are suggested by the Borrowers in order to avoid or mitigate tax disadvantages resulting from a change in German tax laws limiting the deduction of interest expenses. Such measures may include waivers and consents to adjust the structure of the facilities and/or the Security.

11.                  INCREASED COSTS

11.1           Increased costs

Except as provided below, the Borrowers must pay to a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(a)                     the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation; or

(b)                    compliance with any law or regulation made after the date of this Agreement.

11.2           Exceptions

The Borrowers do not have to make any payment for Increased Costs to the extent that such Increased Costs are:

(a)                     compensated for under another clause or would have been but for an exception to that clause; or

(b)                    attributable to a Finance Party or its affiliated companies wilfully failing to comply with any law or regulation.

11.3           Increased cost claims

(a)                     A Finance Party intending to make a claim for an increased cost must notify the Facility Agent of the circumstances giving rise to, and the amount of, the claim following which the Facility Agent will promptly (unverzüglich) notify the Borrowers.

(b)                    Each Finance Party shall as soon as practicable provide a certificate confirming the amount of its increased costs.

12.                  MITIGATION

12.1           Mitigation

(a)                     Each Finance Party must, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which result or would result in:

(i)                       any Tax Payment;

(ii)                    Increased Cost being payable to that Finance Party;

(iii)                 that Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality; or

including transferring its rights and obligations under the Finance Documents to an Affiliate or changing its office through which it performs its obligations under this Agreement.

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(b)                    Sub-paragraph (a) does not in any way limit the obligations of the Borrowers under the Finance Documents.

(c)                     The Borrowers must indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under this sub-clause.

(d)                    A Finance Party is not obliged to take any step under this sub-clause if, in the opinion of that Finance Party (acting reasonably), to do so will be materially prejudicial to it.

12.2           Conduct of business by a Finance Party

No term of this Agreement will:

(a)                     interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)                    oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of tax or the extent, order and manner of any claim; or

(c)                     oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computation in respect of tax.

13.                  PAYMENTS AND PERFORMANCE

13.1           Place

Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a party (other than the Facility Agent) under the Finance Documents must be made to the Facility Agent to its account at such office or Lender as it may notify to that party for this purpose by not less than five Business Days’ prior notice.

13.2           Funds

All payments under the Finance Documents must be made to the Facility Agent’s bank account at such office or Lender as it may notify to the relevant party for this purpose for (a) value on the due date, and (b) in funds that are (i) in immediately available on the due date or (ii) in such funds as the Facility Agent may have specified as being customary at the time for the settlement of transactions to the Facility Agent.

13.3           Currency

All amounts payable under the Finance Documents are payable in euro, unless otherwise specified in a Finance Document.

13.4           Timing of Payments and Performance

If a Finance Document does not provide for when a particular payment or performance is due by a Borrower, that payment or performance will be due within three Business Days of demand by the relevant Finance Party.

13.5           No set-off or counterclaim

All payments made by the Borrowers under the Finance Documents must be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.

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13.6           Business Days

(a)                     If a payment under the Finance Documents is due on a day, which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)                    During any extension of the due date for payment of principal under this Agreement, interest is payable in respect of such amount at the rate applicable on the original due date.

13.7           Convention for calculation of amount accruing over time

Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days (actual/360) or otherwise, depending on what the Facility Agent determines is market practice.

13.8           Evidence

Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.

13.9           Partial Payments

Partial payments may be applied in accordance with the priority set out in sub-clauses 14.7 (Collections Account) and 14.9 (Debt Service Account) or in accordance with the Security Agreement. § 366 of the German Civil Code (BGB) shall not apply.

14.                  BANK ACCOUNTS

14.1           General obligation

(a)                     The Borrowers must, from and including the first Utilisation Date:

(i)                       maintain the bank accounts set out in sub-clause 14.3 (Designation of bank accounts);

(ii)                    ensure that all bank accounts they hold are operated in accordance with the provisions contained in this clause; and

(iii)                 ensure that no bank account is ever overdrawn.

(b)                    The Borrowers must not, without the prior consent of the Facility Agent (such consent not to be unreasonably withheld), maintain any other bank account.

(c)                     Unless otherwise provided for in sub-clause 14.4 (Deviation from general obligations):

(i)                       each bank account held by the Borrowers must be pledged (first ranking) in favour of the Security Agent (for itself and on behalf of the Finance Parties);

(ii)                    the Borrowers must ensure that each bank account held by the Managing Agent is pledged (first ranking) in favour of the Security Agent (for itself and on behalf of the Finance Parties);

(iii)                 each bank account must be held with a German branch of a credit institution and the account agreement shall be governed by German law;

(iv)                the credit institution at which the bank accounts are held is able to operate a lock flag (Sperrvermerk) and is otherwise acceptable to the Facility Agent;

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(v)                   the credit institution at which the bank accounts are held has the required rating for an account bank or is otherwise acceptable to the Facility Agent (acting reasonably); and

(vi)                the Borrowers must ensure that the Facility Agent shall have viewing rights in respect of each bank account and shall agree with the relevant account bank that the Facility Agent shall be able to view the accounts via online banking and provide respective passwords etc. to the Facility Agent. If, for whatsoever reason, the Facility Agent has not been granted such viewing rights in respect of a certain bank account, the Borrowers undertake to provide the Facility Agent promptly at its request with statements for such account.

14.2           Change of account bank

The Facility Agent may require that any bank account be moved, within 30 Business Days, to another bank of the Facility Agent’s choice which does have the required rating if the rating of the obligations of the account bank falls under the required rating for an account bank.

14.3           Designation of bank accounts

The Borrowers must open and maintain the following bank accounts:

(a)                     deposit accounts (which may include Sparkonten that already exist) held in the name of the Borrowers to hold tenant deposits made in cash or cash equivalent (each a Tenant Deposit Account);

(b)                    current accounts for each Borrower (held by a Borrower or a property manager (Verwalter)) as open trust accounts (offene Treuhandkonten) for the Finance Parties each designated a Collections Account. A complete and concise (vollstündige und abschließende) list of all Collections Accounts as a the date hereof is attached in Schedule 14 (Collections Accounts). In case that an Collections Account is not held in open trust for the Finance Parties, the Borrowers must ensure that such accounts will be converted into an open trust account for the Finance Parties by no later than 15 Business from the date hereof.

(c)                     A current account for each Borrower (held by a Borrower) as open trust accounts (offene Treuhandkonten) for the Finance Parties designated a Central Collections Account;

(d)                    a current account for each Borrower as open trust account (offenes Treuhandkonto) for the Finance Parties designated the Disposal Proceeds Account;

(e)                     one current account held in the name of all Borrowers as open trust account (offenes Treuhandkonto) for the Finance Parties designated the Debt Service Account;

(f)                       one current account held in the name of all Borrowers as open trust account (offenes Treuhandkonto) for the Finance Parties designated the Reserve Account;

(g)                    one or more collateral support account held in the name of all Borrowers, each designated a CSA Account, within 30 Business Days following a respective request by the Facility Agent;

(h)                    a current account for each Borrower designated the General Account; and

(i)                        a current account held in the name of all Borrowers and designated the Central General Account.

14.4           Deviation from general obligations

(a)                     The Borrowers are not obliged to pledge the Tenant Deposit Accounts, the Central General Account and the General Accounts.

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(b)                    Collection Accounts, Tenant Deposit Accounts, General Accounts and the Central General Account may be held with a credit institution that do not have the required rating.

(c)                     The Borrowers (or a property manager (Verwalter)) may open and maintain further bank accounts designated as Collections Accounts provided that, as at the date on which the first amounts are credited to that bank account, the pre-requisites set out in sub-clause14.1 (General Obligations) (c) are met in respect of that new bank account (in particular (insbesondere) the pledge of that account is perfected (§ 1280 of the German Civil Code)).

14.5           Signing rights (Verfügungsbefungnis)

(a)                     The Borrowers must ensure that the bank accounts shall have the following signing rights:

(i)                       only the Managing Agent shall have signing rights in respect of each of the Collections Accounts, and each Tenant Deposit Accounts; and

(ii)                    the Borrowers’ Agent shall have signing rights in respect of the Debt Service Account, the CSA Account (if any), the Reserve Account and the Central General Account; and

(iii)                 each Borrower shall have signing rights in respect of its respective General Account and Central General Account.

(b)                    The Security Agent shall waive its statutory co-signature right arising under the account pledge agreement(s) in respect of the Collections Account. Such waiver can be revoked in accordance with the Security Agreement.

14.6           Tenant Deposit Accounts

The Borrowers shall:

(a)                     use commercially reasonable efforts that new tenants agree in the future that their respective Tenant Deposit Accounts are maintained with an account bank that has the required rating.

(b)                    operate all Tenant Deposit Accounts as follows:

(i)                       the Borrowers must ensure that any amount received by it by way of security for the performance of the obligations of a tenant under a Lease is paid into a Tenant Deposit Account opened in relation to that tenant;

(ii)                    the Borrowers shall transfer into the Collections Account any amount standing to the credit of the Tenant Deposit Account as, to the extent and when the Borrower is entitled to draw from the Tenant Deposit Account in accordance with the terms of the Lease Document respect of which the relevant amount is held; and

(iii)                 no withdrawal may be made from the Tenant Deposit Account other than is required by the terms on which the Borrowers hold amounts from that tenant in the Tenant Deposit Account.

14.7           Collections Account

14.7.1 Payments to the Collections Accounts

Each Borrower must ensure that:

(a)                     all Rental Income in respect of its Collateral Properties;

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(b)                    any amount withdrawn from its Tenant Deposit Accounts (other than any amount that is required to be reimbursed to the relevant tenant); and

(c)                     any other amounts received or receivable by it, other than any other amount specifically required under this agreement to be paid into any other account;

are, in each case, paid into one of its Collections Account without undue delay, in no event later than three Business Days following receipt.

14.7.2 Payments from the Collections Accounts and the Central Collections Accounts

(a)                     Each Borrower shall or shall ensure that the Managing Agent applies or withholds amounts standing to the credit of the Collections Account, in the following order:

(i)                       firstly, amounts attributable to and not exceeding the Tenant Contributions pari passu (1) in and towards direct payment of due claims to the respective third party creditor or, (2) to withhold an amount in respect of payments that are not yet due but for which a part of the Tenant Contributions constitutes an advance;

(ii)                    secondly, the payment of actual costs and expenses equal to the Senior Operating Cost Amount;

(iii)                 thirdly, the payment of current debt service due but unpaid under the Permitted Indebtedness to the extent that such Permitted Indebtedness consists of subsidised debt.

(b)                    Each Borrower shall or shall ensure that the amounts standing to the credit of its Collections Accounts are transferred to its Central Collections Account prior to the Cash Transfer Date after deduction/withholding of amounts referred to in sub-paragraph (a).

(c)                     The Borrowers must, by the Cash Transfer Date, transfer (or must ensure that the Managing Agent transfers) to the Debt Service Account any amounts standing to the credit of the Central Collections Accounts.

(d)                    The Borrowers may freely transfer funds between the Collections Accounts and the Central Collections Accounts.

14.8           Disposal Proceeds Account

14.8.1 Payments to the Disposal Proceeds Accounts

Each Borrower must ensure that:

(a)                     all (gross) proceeds from disposals of its Collateral Properties net of Property Sales Costs; and

(b)                    such additional amount, if any, that is necessary to ensure that the mandatory pre-payment of the Loan or the substitution in accordance with paragraph 7.1.3 (Permitted disposal of Property or shares in Borrower(s)) is ensured (sichergestellt) in respect of the Collateral Properties that have been sold

are, in each case, paid into its Disposal Proceeds Account without undue delay, in no event later than three Business Days following receipt.

14.8.2 Payments from the Disposal Proceeds Account

(a)                     Each Borrower shall or shall ensure that the Managing Agent applies or withholds amounts standing to the credit of the Collections Account, in the following order:

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(i)                       firstly, amounts attributable to and not exceeding the unpaid Property Sales Costs;

(ii)                    secondly, for as long as the Interest Cover Ratio is equal to or higher than the Cash Trap Trigger and no Default has occurred or is continuing and no statement made under clause 15 (Representations) is not correct or would not be correct in all material respects immediately after the transfer:

(A)                 to the Reserve Account an amount equal to the aggregate Substitution Disposal Proceeds received since the last Cash Transfer Date;

(B)                   to the Central General Account an amount that is the higher of zero or the amount calculated as follows:

GSP – PSC – SU - RA

Where

GSP = the aggregate gross disposal proceeds received for Collateral Properties since the last Cash Transfer Date;

PSC = the aggregate of the Property Sales Costs relating the Collateral Properties for which GSP has been calculated;

SU = Substitution Disposal Proceeds paid in accordance with (A);

RA = the aggregate of the Release Amounts allocable to Collateral Properties for which disposal proceeds have been received since the last Cash Transfer Date.

(b)                    The Borrowers must, by the Cash Transfer Date, transfer (or must ensure that the Managing Agent transfers) to the Debt Service Account any amounts standing to the credit of the Disposal Proceeds Account after deduction/withholding of amounts referred to in sub-paragraph (a).

(c)                     The Borrowers may freely transfer funds between the Disposal Proceeds Accounts and between Disposal Proceeds Accounts and Collections Accounts.

14.9           Debt Service Account

14.9.1 Additional payments to the Debt Service Account

The Parent must, without undue delay, in no event later than three Business Days following receipt, credit all amounts received by it in the context of a disposal of shares in one or more Borrowers to the Debt Service Account.

14.9.2 Payments from the Debt Service Account

On each Interest Payment Date, the Facility Agent must, and is irrevocably authorised by the Borrowers to withdraw from and apply or to withhold amounts from the Debt Service Account, in the following order:

(i)                       firstly, in or towards payment pro rata of any due but unpaid fees, costs and expenses and any other liability of the Administrative Parties (including any agent, delegate or appointee of any Agent) due but unpaid under the Finance Documents;

(ii)                    secondly, in or towards payment pro rata to the Counterparty of any due but unpaid amount under the Hedging Arrangements other than any amount due under early termination of the Hedging Arrangements resulting from a breach of the Counterparty’s obligations;

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(iii)                 thirdly, in or towards payment to the Facility Agent for the relevant Finance Parties pro rata of any accrued interest, commitment fees and other amounts due but unpaid under the Finance Documents;

(iv)                fourthly, pro-rata in or towards (pro-rata):

(A)                 due mandatory prepayment of the Loan under sub clause 7.1 (Mandatory Prepayments), provided, however, that as long as the mandatory pre-payment is not to be made pursuant to sub-paragraph 7.2 (a) (ii) (Further provisions applicable to mandatory pre-payments) the corresponding amount shall be transferred to the Reserve Account;

(B)                   any amounts due under Hedging Arrangements to the extent not falling under (ii) above or (v) below;

(v)                   fifthly, in or towards payment of any amounts due under early termination of a Hedging Arrangement resulting from illegality, default or failure to comply with rating downgrade provisions (each as defined by the Hedging Arrangements);