STIPULATION AND ORDER EXTENDING RECEIVERSHIP ORDER AND TEMPORARILY SUSPENDING THE TURNOVER REQUIREMENTS OF SECTION 543

PAUL MANNES, Bankruptcy Judge.

This Stipulation and Order is entered into by Stellar GT TIC LLC and VFF TIC LLC (collectively, the "Debtors") and Wells Fargo Bank, N.A., as Trustee for the registered holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP Georgian Towers, LLC, acting by and through Helios AMC, LLC, in its capacity as Special Servicer (collectively, "Lender" and together with the Debtors, the "Parties").

WHEREAS, Lender holds certain notes evidencing a mortgage loan guarantied by the Debtors in the aggregate original principal amount of $185,000,000, secured by a certain Indemnity Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits dated February 28, 2007; and

WHEREAS, on December 30, 2009, Lender commenced a receivership action in the Circuit Court for Montgomery County, (the "Circuit Court"), Case No. 324928-V (the "Receivership Action") seeking the appointment of a receiver for a certain 891-unit multi-family high rise property (consisting of two 14-story apartment buildings) located at 8750 Georgia Avenue in Silver Spring, Maryland, commonly known as "The Georgian" (the "Project"), and owned by the Debtors; and

WHEREAS, by order dated December 30, 2009, as extended by subsequent consent orders (the "Receivership Order"), the Circuit Court appointed Greystar Management Services, LP as Receiver (the "Receiver"), and authorized the Receiver to take any action necessary to preserve the Project and effectuate its orderly operation; and

WHEREAS, on June 22, 2011 (the "Petition Date"), the Debtors filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code; and

WHEREAS, on July 15, 2011, this Court entered an Order temporarily modifying the automatic stay pursuant to 11 U.S.C. § 362(d)(1) for the limited purposes of permitting: (i) the Parties jointly and consensually to seek a further extension of the Receivership Order through October 31, 2011 in the Receivership Action; and (ii) the Receiver to continue to operate and manage the Project as directed and permitted by the Receivership Order, through October 31, 2011 (the "Lift Stay Order"); and

WHEREAS, the Receivership Order expires by its own terms on October 31, 2011.

NOW, THEREFORE the Parties having requested that the Court enter this Stipulation and Order; sufficient notice of this Stipulation and Order having been given; IT IS HEREBY

ORDERED, that the Parties shall jointly and consensually seek a further extension of the Receivership Order through December 31, 2011 in the Receivership Action; and it is further

ORDERED, that the Receiver shall continue to operate and manage the Project through December 31, 2011, as directed and permitted by the Receivership Order and the Lift Stay Order.

SO ORDERED.