Exhibit 10.1

LIMITED LIABILITY COMPANY AGREEMENT

OF

BROOKFIELD DTLA FUND PROPERTIES II LLC

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

LIMITED LIABILITY COMPANY AGREEMENT

OF

BROOKFIELD DTLA FUND PROPERTIES II LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “ Agreement ”) of Brookfield DTLA Fund Properties II LLC, a Delaware limited liability company (the “ Company ”), dated as of October 15, 2013, is entered into by and among MPG Office LLC, a Maryland limited liability company (the “ Managing Member ”) and the Persons whose names are set forth on Exhibit A attached hereto, as the Members, together with any other Persons who become Members in the Company as provided herein.

WHEREAS, the Company was formed under the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (as amended from time to time, the “ Act ”), by the filing of a Certificate of Formation of the Company (the “ Certificate ”) with the Secretary of State of the State of Delaware on June 10, 2013.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, effective as of the date hereof, the parties hereto agree as follows:

ARTICLE 1.

DEFINED TERMS

Section 1.1             Definitions .

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Act ” shall have the meaning set forth in the Recitals.

“ Additional Funds ” shall have the meaning set forth in Section 4.3.A .

“ Additional Member ” means a Person admitted to the Company as a Member pursuant to Section 12.2 and who is shown as such on the books and records of the Company.

“ Adjusted Capital Account Deficit ” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. Control of any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Available Cash ” means, with respect to any period for which such calculation is

being made,

b.             Depreciation and all other noncash charges deducted in determining Net Income or Net Loss for such period,

c.             the amount of any reduction in reserves of the Company referred to in clause (ii)(f) below (including, without limitation, reductions resulting because the Managing Member determines such amounts are no longer necessary),

d.            the excess of the net proceeds from the sale, exchange, disposition, or refinancing of Company property for such period over the gain (or loss, as the case may be) recognized from any such sale, exchange, disposition, or refinancing during such period (excluding any sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Company), and

e.            all other cash received by the Company for such period that was not included in determining Net Income or Net Loss for such period;

c.             investments in any entity (including loans made thereto) to the extent that such investments are not otherwise described in clauses (ii)(a) or (b),

d.           all other expenditures and payments not deducted in determining Net Income or Net Loss for such period,

e.           any amount included in determining Net Income or Net Loss for such period that was not received by the Company during such period,

f.            the amount of any increase in reserves established during such period which the Managing Member determines are necessary or appropriate in its sole and absolute discretion, and

g.           the amount of any working capital accounts and other cash or similar balances which the Managing Member determines to be necessary or appropriate in its sole and absolute discretion.

Notwithstanding the foregoing, Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves, established, after commencement of the dissolution and liquidation of the Company.

“ Brookfield DTLA ” means Brookfield DTLA Holdings LLC, a Delaware limited liability company.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed.

“ Capital Account ” means, with respect to any Member, the capital account of such Member maintained pursuant to Section 6.1, including all additions and subtractions thereto pursuant to this Agreement.

“ Capital Contribution ” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Company by such Member (net of any liabilities assumed by the Company relating to such property and any liability to which such property is subject).

“ Certificate ” shall have the meaning set forth in the Recitals.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time or any successor statute thereto. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“ Company ” means the limited liability company formed under the Act and pursuant to this Agreement, and any successor thereto.

“ Company Interest ” or “ Interest ” means, an ownership interest in the Company of a Member and includes any and all benefits to which such Member may be entitled as provided in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement, the Certificate and the Act. There may be one or more classes or series of Company Interests as determined by the Managing Member, subject to the terms of this Agreement.

“ Company Minimum Gain ” shall have the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

“ Company Record Date ” means the record date established by the Managing Member for the distribution of Available Cash with respect to Company Interests pursuant to Section 5.1 .

“ Company Year ” means the fiscal year of the Company, which shall be the calendar year.

“ Consent ” means the consent to, approval of, or vote on a proposed action by a Member given in accordance with Article 14 .

“ Debt ” means, as to any Person, as of any date of determination, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds, guarantees and other similar instruments guaranteeing payment or other performance of obligations by such Person; (iii) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (iv) lease obligations of such Person which, in accordance with generally accepted accounting principles, should be capitalized.

“ Depreciation ” means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided , however , that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder and any successor statute thereto.

“ Gross Asset Value ” means, with respect to any asset:

(a)          the initial Gross Asset Value of any asset contributed by a Member to the Company subsequent to the date hereof shall be the fair market value of such asset, as agreed to by the contributing Member and the Managing Member (as maintained in the books and records of the Company from time to time);

(b)          the Gross Asset Value of all Company assets shall be adjusted to equal their respective fair market values (taking Section 7701(g) of the Code into account) as of the following times:

(i)            the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution or in connection with the performance of services;

(ii)           the distribution by the Company to a Member of more than a de minimis, amount of Company assets as consideration for an interest in the Company, but only if, in the case of either (i) or (ii), the Members reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii)          the liquidation of the Company; and/or

shall be the fair market value (taking Section 7701(g) of the Code into account) of such asset on the date of distribution as determined by the Managing Member in good faith;

(d)           the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such Company assets pursuant to Section 732(d), Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treas. Reg. section 1.704- 1(b)(2)(iv)(m) and 1.704-1(b)(2)(iv)(f); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent that the Members determine that an adjustment pursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d).

(e)           if the Gross Asset Value of any Company asset has been determined or adjusted pursuant to subsection (a), (b), (c) or (d), such Gross Asset Value shall thereafter be adjusted by the Depreciation that would be taken into account with respect to such asset for purposes of computing gains or losses from the disposition. of such asset; and

(f)           Gross Asset Value of any Company asset that was not contributed by a Member means the adjusted basis of such Company asset for federal income tax purposes.

“ Indemnitee ” means (i) any Person subject to a claim or demand or made or threatened to be made a party to, or involved or threatened to be involved in, an action, suit or proceeding by reason of his or her status as (A) the Managing Member or (B) a director or officer, employee or agent of the Company or the Managing Member, and (ii) such other Persons (including Affiliates of the Managing Member or the Company) as the Managing Member may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“ Initial Capital Contribution ” shall have the meaning set forth in Section 4.1.

“ IRS ” means the Internal Revenue Service, which administers the internal revenue laws of the United States.

“ Liquidating Event ” shall have the meaning set forth in Section 13.1 .

“ Managing Member ” means MPG Office LLC, a Maryland limited liability company or its successor as the managing member of the Company.

“ Member ” means any Person named as a Member in Exhibit A attached hereto, as such Exhibit may be amended from time to time, or any Substituted Member or Additional Member reflected in the books and records of the Company, in such Person’s capacity as a Member in the Company.

“ Member Minimum Gain ” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

“ Member Nonrecourse Debt ” shall have the meaning set forth in Regulations Section 1.704-2(b)(4).

“ Member Nonrecourse Deductions ” shall have the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

“ MM New Securities ” means (i) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase additional interests in the Managing Member, or (ii) any Debt issued by the Managing Member that provides any of the rights described in clause (i).

“ MM Series A Preferred Units ” means the 7.625% Series A Cumulative Redeemable Company Units issued by the Managing Member.

“ Net Income ” and “ Net Loss ” shall mean, for each taxable year of the Company or other period, an amount equal to the Company's taxable income or loss, as the case may be, for such taxable year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss and deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(a)          any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss pursuant to this subparagraph shall be added to such taxable income or loss;

(b)          any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss;

(c)          in the event the Gross Asset Value of any /Company asset is adjusted pursuant to subparagraph (b) or (c) of the definition thereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss;

(d)          gain or loss resulting from the disposition of any Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e)          in lieu of the Depreciation taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such taxable year of the Company or other period, computed in accordance with the definition thereof;

(f)          to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member's interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Income or Net Loss; and

(g)         notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 3 below shall not be taken into account in computing Net Income and Net Loss.

“ Nonrecourse Deductions ” shall have the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“ Nonrecourse Liability ” shall have the meaning set forth in Regulations Section 1.752-1(a)(2).

“ Person ” means an individual or a corporation, partnership, limited liability company, trust, unincorporated organization, association or other entity.

“ Plan Asset Regulation ” means the regulations promulgated by the United States Department of Labor in Title 29, Code of Federal Regulations, Part 2510, Section 101.3, and any successor regulations thereto.

“ Properties ” means such interests in real property and personal property including without limitation, fee interests, interests in ground leases, interests in joint ventures, interests in mortgages, and Debt instruments as the Company may hold from time to time.

“ Properties Holding ” means Brookfield DTLA Fund Properties Holding LLC, a Delaware limited liability company.

“ Properties Holding Distribution Waiver ” shall have the meaning set forth in Section 5.1 .

“ Regulations ” means the Treasury Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Regulatory Allocations ” shall have the meaning set forth in Section 6.3.A(viii) .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder and any successor statute thereto.

“ Series A Interest ” means the Interest in the Company initially issued to the Managing Member in consideration of its Initial Capital Contribution.

“ Series A Junior Liquidation Capital ” means an amount equal to $189,202,528.52.

“ Series A Junior Preferred Return ” means, with respect to the Series A Interest, a return, calculated in the nature of interest, at a rate equal to 11% per annum (compounding quarterly) on the Series A Junior Unreturned Liquidation Capital. For any partial quarterly period, the amount of the Series A Junior Preferred Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.

“ Series A Junior Unpaid Preferred Return ” means, as of any date, with respect to the Series A Interest, the aggregate accrued Series A Junior Preferred Return as of such date, minus the aggregate distributions made pursuant to Section 5.1(5) and all other distributions or payments made to the holders of the Series A Interest on the relevant Record Date on account of the Series A Junior Preferred Return (including in connection with a full or partial redemption of the Series A Interest pursuant to Section 5.6 ).

“ Series A Junior Unreturned Liquidation Capital ” means, as of any date, with respect to the Series A Interest, (i) the Series A Junior Liquidation Capital, minus (ii) the aggregate amount distributed by the Company to the holders of the Series A Interest on the relevant Record Date pursuant to Section 5.1(6) and all other distributions or payments made to the holders of the Series A Interest on account of the Series A Junior Liquidation Capital (including in connection with a full or partial redemption of the Series A Interest pursuant to Section 5.6 ).

“ Series A Preferred Accrual ” means an amount equal to $91,958,753.70.

“ Series A Senior Liquidation Capital ” means an amount equal to $243,259,250.00.

“ Series A Senior Preferred Return ” means, with respect to the Series A Interest, a return, calculated in the nature of interest, at a rate equal to 7.625% per annum (cumulative, non-compounding) on the Series A Senior Unreturned Liquidation Capital. For any partial quarterly period, the amount of the Series A Senior Preferred Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.

“ Series A Senior Unpaid Preferred Return ” means, as of any date, with respect to the Series A Interest, the sum of (i) the Series A Preferred Accrual plus (ii) the aggregate accrued Series A Senior Preferred Return as of such date, minus the aggregate distributions made to the holders of the Series A Interest on the relevant Record Date pursuant to Section 5.1(3) and all other distributions or payments made to the holders of the Series A Interest on account of the Series A Senior Preferred Return or Series A Preferred Accrual (including in connection with a full or partial redemption of the Series A Interest pursuant to Section 5.6 ).

“ Series A Senior Unreturned Liquidation Capital ” means, as of any date, with respect to the Series A Interest, (i) the Series A Senior Liquidation Capital, minus (ii) the aggregate amount distributed by the Company to the holders of the Series A Interest on the relevant Record Date pursuant to Section 5.1(4) and all other distributions or payments made to the holders of the Series A Interest on account of the Series A Senior Liquidation Capital (including in connection with a full or partial redemption of the Series A Interest pursuant to Section 5.6 ).

“ Series A-1 Interest ” means the Interest in the Company initially issued, if issued at the sole direction of the Managing Member, to Properties Holding in consideration of its Initial Capital Contribution, if any, all as set forth on Exhibit A attached hereto.

“ Series A-1 Liquidation Capital ” means an amount equal to $225,737,271.00.

“ Series A-1 Preferred Accrual ” means an amount equal to $85,334,958.92.

“ Series A-1 Preferred Return ” means, with respect to the Series A-1 Interest, a return, calculated in the nature of interest, at a rate equal to 7.625% per annum (cumulative, non-compounding) on the Series A-1 Unreturned Liquidation Capital. For any partial quarterly period, the amount of the Series A-1 Preferred Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.

“ Series A-1 Unpaid Preferred Return ” means, as of any date, with respect to the Series A Interest, the sum of (i) the Series A-1 Preferred Accrual plus (ii) the aggregate accrued Series A-1 Preferred Return as of such date, minus the aggregate distributions made to the holders of the Series A-1 Interest on the relevant Record Date pursuant to Section 5.1(3) and all other distributions or payments made to the holders of the Series A-1 Interest on account of the Series A-1 Preferred Return or Series A-1 Preferred Accrual (including in connection with a full or partial redemption of the Series A-1 Interest pursuant to Section 5.6 ).

“ Series A-1 Unreturned Liquidation Capital ” means, as of any date, with respect to the Series A Interest, (i) the Series A-1 Liquidation Capital minus (ii) the aggregate amount distributed by the Company to the holders of the Series A-1 Interest on the relevant Record Date pursuant to Section 5.1(4) and all other distributions or payments (deemed or otherwise) made to the holders of the Series A-1 Interest on account of the Series A-1 Liquidation Capital (including in connection with a full or partial redemption of the Series A Interest pursuant to Section 5.6 ).

“ Series B Financing Commitment ” shall have the meaning set forth in Section 4.3.A.

“ Series B Interest ” means the Interest in the Company initially issued to Brookfield DTLA in consideration of its Initial Capital Contribution and the Series B Financing Commitment.

“ Series B Liquidation Capital ” has the meaning set forth in the definition of Series B Preferred Return Rate.

“ Series B Preferred Return ” means, with respect to the Series B Interest, a return, calculated in the nature of interest, at a rate equal to the Series B Preferred Return Rate on the Series B Unreturned Preferred Capital. For any partial quarterly period, the amount of the Series B Preferred Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.

“ Series B Preferred Return Rate ” means, with respect to each additional Capital Contribution made by the holders of the Series B Interest in respect of the Series B Financing Commitment pursuant to Section 4.3 (the aggregate amount of such additional Capital Contributions, the “ Series B Liquidation Capital ”), a rate, compounded quarterly, equal to the market rate of return at the time of such additional Capital Contribution, as determined by the holders of the Series B Interest in its or their good faith judgment based on all of the then current facts and circumstances.

“ Series B Unpaid Preferred Return ” means, as of any date, with respect to the Series B Interest, the aggregate accrued Series B Preferred Return as of such date, minus the aggregate distributions made to the holders of the Series B Interest on the relevant Record Date pursuant to Section 5.1(1) and all other distributions or payments made to the holders of the Series B Interest on account of the Series B Preferred Return.

“ Series B Unreturned Preferred Capital ” means, as of any date, with respect to the Series B Interest, (i) the Series B Liquidation Capital, minus (ii) the aggregate amount distributed by the Company to the holders of the Series B Interest on the relevant Record Date pursuant to Section 5.1(2) and all other distributions or payments made to the holders of the Series B Interest on account of the Series B Liquidation Capital.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other entity of which a majority of (i)the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“ Substituted Member ” means a Person who is admitted as a Member to the Company pursuant to Section 11.4 .

Section 1.2            Rules of Construction

Words used herein, regardless of the number or any gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof. References herein to any Article, Section, Schedule or Exhibit shall be to an Article, a Section, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The word “or” is not exclusive. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

ARTICLE 2.

ORGANIZATIONAL MATTERS

Section 2.1            Organization

The Company is a limited liability company formed pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein; the rights and obligations of the Company and the administration and termination of the Company shall be governed by the Act. The Company Interest of each Member shall be personal property for all purposes.

Section 2.2            Name

The name of the Company is Brookfield DTLA Fund Properties II LLC. The Company’s business may be conducted under any other name or names deemed advisable by the Managing Member, including the name of the Company or any Affiliate thereof. The words “ Limited Liability Company, ” “ LLC ” or similar words or letters shall be included in the Company’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The Managing Member in its sole and absolute discretion may change the name of the Company at any time and from time to time and shall notify the Members of such change in the next regular communication to the Members.

Section 2.3            Registered Office and Agent; Principal Office

The name and address of the registered office and registered agent of the Company in the State of Delaware are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The address of the principal office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The principal office of the Company is located at c/o Brookfield Office Properties Inc., Brookfield Place, 250 Vesey Street, 15 ^th Floor, New York, NY 10281, or such other place as the Managing Member may from time to time designate by notice to the other Members. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Managing Member deems advisable.

Section 2.4            Power of Attorney

A.           Each Member constitutes and appoints the Managing Member, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(1)          execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (a) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the Managing Member deems appropriate or necessary to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (b) all instruments that the Managing Member deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (c) all conveyances and other instruments or documents that the Managing Member deems appropriate or necessary to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all instruments relating to the admission, withdrawal, removal or substitution of any Member pursuant to, or other events described in, Articles 11 , 12 or 13 or the Capital Contribution of any Member; and (e) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Company Interests; and

(2)          execute, swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the Managing Member to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Members hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the Managing Member, to effectuate the terms or intent of this Agreement.

Nothing contained herein shall be construed as authorizing the Managing Member to amend this Agreement except in accordance with Section 7.3 or as may be otherwise expressly provided for in this Agreement.

B.           The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Members will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing or other action by it on behalf of the Company, and it shall survive and not be affected by the subsequent incapacity of any Member and the transfer of all or any portion of such Member’s Interests and shall extend to such Member’s heirs, successors, assigns and personal representatives. Each such Member hereby agrees to be bound by any representation made by the Managing Member, acting in good faith pursuant to such power of attorney; and each such Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Managing Member, taken in good faith under such power of attorney. Each Member shall execute and deliver to the Managing Member, within 15 days after receipt of the Managing Member’s request therefor, such further designation, powers of attorney and other instruments as the Managing Member, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Company.

Section 2.5            Term

The term of the Company shall continue until dissolved pursuant to the provisions of Article 13 or as otherwise provided by law.

ARTICLE 3.

PURPOSE

Section 3.1            Purpose and Business

The purpose and nature of the business to be conducted by the Company is (i) to conduct any business that may be lawfully conducted by a limited liability company organized pursuant to the Act, provided , however , that such business shall be limited to and conducted in such a manner as to permit the managing member of the Managing Member at all times to be classified as a REIT for federal income tax purposes, unless the managing member of the Managing Member ceases to qualify as a REIT for reasons other than the conduct of the business of the Company, (ii) to enter into any partnership, joint venture, company, real estate investment trust or other similar arrangement to engage in any business described in the foregoing clause (i) or to own interests in any entity engaged, directly or indirectly, in any such business and (iii) to do anything necessary or incidental to the foregoing.

Section 3.2            Powers

The Company is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and issue evidences of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and develop real property, and lease, sell, transfer and dispose of real property; provided , however , notwithstanding anything to the contrary in this Agreement, the Company shall not take, or refrain from taking, any action which, in the judgment of the Managing Member, in its sole and absolute discretion, (i) could adversely affect the ability of the managing member of the Managing Member to continue to qualify as a REIT, (ii) absent the consent of the Managing Member, which may be given or withheld in its sole and absolute discretion, could subject the managing member of the Managing Member to any taxes under Section 857 or Section 4981 of the Code, or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over the Managing Member or its securities, unless any such action (or inaction) under the foregoing clauses (i) or (ii) shall have been specifically consented to by the Managing Member in writing.

Section 3.3            Company Only for Purposes Specified

The Company shall be a limited liability company only for the purposes specified in Section 3.1 . Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member. No Member, in its capacity as a Member under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Member, nor shall the Company be responsible or liable for any indebtedness or obligation of any Member, incurred either before or after the execution and delivery of this Agreement by such Member, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the Act.

ARTICLE 4.

CAPITAL CONTRIBUTIONS

Section 4.1            Capital Contributions of the Members

At the time of their respective execution of this Agreement, the Members shall make or shall have made Capital Contributions as set forth in Exhibit A to this Agreement (with respect to each Member, such Member’s “ Initial Capital Contribution ”). Except as required by law, as otherwise provided in Sections 4.3 , 4.4 and 10.5 , or as otherwise agreed to by any Member and the Managing Member, no Member shall be required or permitted to make any additional Capital Contributions or loans to the Company.

Section 4.2            Loans by Third Parties

Subject to Section 4.3 , the Company may incur Debt, or enter into other similar credit, guarantee, financing or refinancing arrangements for any purpose (including, without limitation, in connection with any further acquisition of Properties) with any Person that is not the Managing Member upon such terms as the Managing Member determines appropriate; provided   that , the Company shall not incur any Debt that is recourse to the Managing Member, except to the extent otherwise agreed to by the Managing Member in its sole discretion.

Section 4.3            Additional Funding and Capital Contributions

A.           Additional Funds . The Managing Member may, at any time and from time to time determine that the Company requires additional funds (“ Additional Funds ”) for the acquisition of additional Properties or for such other Company purposes as the Managing Member may determine. The holder (or holders, pro rata in accordance with their respective portion of Series B Interests) of the Series B Interest shall be required to, and hereby commits to, make one or more Capital Contributions to the Company in cash or property after the date hereof in an amount not to exceed $260,000,000 when such funds are required by the Company and called as provided in this Agreement (the “ Series B Financing Commitment ”), which amounts when contributed as any Capital Contributions to the Company pursuant to this Section 4.3 shall increase the Series B Liquidation Capital by the amount of such Capital Contribution. If the Managing Member determines Additional Funds are needed by the Company, it shall deliver a written notice to the holder (or holders, pro rata in accordance with their respective portion of Series B Interests) of the Series B Interest requesting Additional Capital Contributions in an amount not to exceed the aggregate Series B Financing Commitment, and such holder or holders shall be required to fund such amount (jointly and severally) within ten (10) Business Days after request therefor. Following the funding of the entire Series B Financing Commitment, Additional Funds may be raised by the Company, at the election of the Managing Member, in any manner provided in, and in accordance with, this Section 4.3 . No Member shall have any preemptive, preferential or similar right or rights to subscribe for or acquire any Company Interest.

B.             Issuance of Additional Company Interests . Following the funding of the entire Series B Financing Commitment, the Managing Member, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The Managing Member may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the Managing Member is hereby authorized to cause the Company from time to time to issue to Members (including the Managing Member) or other Persons (including, without limitation, in connection with the contribution of property to the Company) other Company Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Company Interests, all as shall be determined by the Managing Member in its sole and absolute discretion subject to Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Company income, gain, loss, deduction, and credit to such class or series of Company Interests; (ii) the right of each such class or series of Company Interests to share in Company distributions; (iii) the rights of each such class or series of Company Interests upon dissolution and liquidation of the Company; and (iv) the right to vote; provided , that no such other Company Interests shall be issued to the Managing Member unless either (a) (1) the additional Company Interests are issued in connection with the grant, award, or issuance of interests of the Managing Member pursuant to Section 4.3.C below, which interests have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such interests are substantially similar to the designations, preferences and other rights of the additional Company Interests issued to the Managing Member in accordance with this Section 4.3.B , and (2) the Managing Member shall make a Capital Contribution to the Company in an amount equal to the net proceeds raised in connection with such issuance, or (b) the additional Company Interests are issued to all Members holding Company Interests in the same class in proportion to their respective percentage interests in such class. In the event that the Company issues additional Company Interests pursuant to this Section 4.3.B , the Managing Member shall make such revisions to this Agreement as it determines are necessary to reflect the issuance of such additional Company Interests.

C.              Issuance of MM Interests or Other Securities by the Managing Member . The Managing Member shall not issue any additional interests to its members or MM New Securities unless (i) the Managing Member shall cause the Company to issue to the Managing Member, Company Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, all such that the economic interests thereof are substantially similar to those of the additional interests or MM New Securities issued by the Managing Member and (ii) the Managing Member shall make a Capital Contribution of the net proceeds from the issuance of such additional interests or MM New Securities, as the case may be, and from the exercise of the rights contained in such additional MM New Securities, as the case may be. Without limiting the foregoing, the Managing Member is expressly authorized to issue additional interests or MM New Securities for no tangible value or for less than fair market value, and the Managing Member is expressly authorized to cause the Company to issue to the Managing Member corresponding Company Interests, so long as (x) the Managing Member concludes in good faith that such issuance of Company Interests is in the interests of the Company; and (y) the Managing Member contributes all proceeds, if any, from such issuance and exercise to the Company.

Section 4.4            Other Contribution Provisions

In the event that any Member is admitted to the Company and is given (or is treated as having received) a Capital Account in exchange for services rendered to the Company, such transaction shall be treated by the Company and the affected Member as if the Company had compensated such Member in cash, and the Member had contributed such cash to the capital of the Company. In addition, with the consent of the Managing Member, in its sole discretion, one or more Members may enter into agreements with the Company, in the form of a guarantee or contribution agreement, which have the effect of providing a guarantee of certain obligations of the Company.

Section 4.5            No Preemptive Rights

Except to the extent expressly granted by the Company pursuant to another agreement, no Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Company or (ii) issuance or sale of any Company Interests.

ARTICLE 5.

DISTRIBUTIONS

Section 5.1            Requirement and Characterization of Distributions

Subject to this Section 5.1 and Section 5.6 , the Managing Member may cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, Available Cash generated by the Company in the manner and order that follows:

(1)           first, to the holders of the Series B Interest with respect to each such holder of the Series B Interest, until the Series B Unpaid Preferred Return is reduced to zero;

(2)          second, to the holders of the Series B Interest with respect to each such holder of the Series B Interest, until the Series B Unreturned Preferred Capital is reduced to zero;

(3)          third, to the holders of the Series A Interest with respect to each such holder of the Series A Interest and to the holders of the Series A-1 Interest with respect to each such holder of the Series A-1 Interest, in proportion to the amount of outstanding Series A Senior Unpaid Preferred Return and the amount of outstanding Series A-1 Unpaid Preferred Return, in each case owed to such holder, until the sum of the Series A Senior Unpaid Preferred Return and the Series A-1 Unpaid Preferred Return for all holders is reduced to zero;

(4)           fourth, if such distribution is (a) in connection with a Liquidating Event, (b) in connection with a redemption pursuant to Section 5.6 or (c) at the election of the Managing Member, to the holders of the Series A Interest with respect to each such holder of the Series A Interest and to the holders of the Series A-1 Interest with respect to each such holder of the Series A-1 Interest, in proportion to the amount of outstanding Series A Senior Unreturned Liquidation Capital and the amount of outstanding Series A-1 Unreturned Liquidation Capital in each case owed to such holder, until the sum of the Series A Senior Unreturned Liquidation Capital and the Series A-1 Unreturned Liquidation Capital for all holders is reduced to zero;

(5)           fifth, 47.66% to the holders of the Series A Interest with respect to each such holder of the Series A Interest and 52.34% to the holders of the Series B Interest with respect to each such holder of the Series B Interest, until the Series A Junior Unpaid Preferred Return is reduced to zero;

(6)           sixth, 47.66% to the holders of the Series A Interest with respect to each such holder of the Series A Interest and 52.34% to the holders of the Series B Interest with respect to each such holder of the Series B Interest, until the Series A Junior Unreturned Liquidation Capital is reduced to zero; and

(7)           seventh, the remainder to the holders of the Series B Interest with respect to each such holder of the Series B Interest.

Notwithstanding the foregoing, Properties Holding (if and for so long as it is a Member) shall have the right, in its sole discretion, to waive receipt on one or more occasions of any distributions made to it with respect to its Series A-1 Interest (any such election, the “ Properties Holding Distribution Waiver ”), in which case the distributions that would but for this provision have been made to Properties Holdings shall instead be distributed pursuant to the subsequent provisions (in priority) set forth in this Section 5.1 . Any amounts waived pursuant to the Properties Holding Distribution Waiver shall not reduce the Series A-1 Unpaid Preferred Return or the Series A-1 Unreturned Liquidation Capital.

Section 5.2            Distributions in Kind

Except as expressly provided herein, no right is given to any Member to demand and receive property other than cash. The Managing Member may determine, in its sole and absolute discretion, to make a distribution in-kind to the Members of Company assets, and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance with Articles 5 , 6 and 10 .

Section 5.3            Distributions Upon Liquidation

Notwithstanding Section 5.1 , proceeds from a Liquidating Event shall be distributed to the Members in accordance with Section 13.2 .

Section 5.4            Distributions to Reflect Issuance of Additional Company Interests

In the event that the Company issues additional Company Interests to the Managing Member or any Additional Member pursuant to Section 4.3.B or 4.3.C , the Managing Member shall make such revisions to this Article 5 as it determines are necessary to reflect the issuance of such additional Company Interests. In the absence of any agreement to the contrary, an Additional Member shall be entitled to the distributions set forth in Section 5.1 (without regard to this Section 5.4 ) with respect to the period during which the closing of its contribution to the Company occurs, multiplied by a fraction the numerator of which is the number of days from and after the date of such closing through the end of the applicable period, and the denominator of which is the total number of days in such period.

Section 5.5            Accrual

Notwithstanding Section 5.1 above, distributions on the Series A Interests, Series A-1 Interests and Series B Interests will accrue whether or not the terms and provisions set forth in this Article 5 at any time prohibit the current payment of distributions and whether or not the Company has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized.

Section 5.6            Redemption

Notwithstanding Section 5.1 above, if, pursuant to Section 13.4 of the Managing Member’s operating agreement, the Managing Member redeems the MM Series A Preferred Units, the Company shall distribute to the holders of the Series A Interest in respect of the Series A Interest, pro rata with respect to each such holder of the Series A Interest, immediately prior to such redemption, an amount of Available Cash equal to the redemption price payable by the Managing Member to the holder of the MM Series A Preferred Units with respect to such redemption. In no event, however, shall the amount paid to the holders of the Series A Interest pursuant to this Section 5.6 exceed the maximum amount payable to the holders of the Series A Interest with respect to its or their Series A Interest pursuant to Section 5.1 above as of the date of any distribution paid under this Section 5.6 . Unless the Managing Member determines otherwise, if any amount is paid to the holders of the Series A Interest pursuant to this Section 5.6 , the Company will make a proportionate payment, determined under the principles of Sections 5.1(3) and (4) , to the holders of the Series A-1 Interest.

ARTICLE 6.

ALLOCATIONS

Section 6.1            Capital Accounts.

A.           A separate Capital Account shall be maintained for each Member in accordance with Section 704(b) of the Code and United States Treasury Regulations Sections 1.704-1(b) and 1.704-2. Subject to the preceding sentence, each Member's opening Capital Account balance: (A) shall be credited with (i) the amount of all cash and the Gross Asset Value of all property contributed by such Members to the capital of the Company and (ii) the amount of Net Income (and any individual items of gross income) allocated to such Member pursuant to this Article 6, and (B) shall be debited with (i) the amount of all cash and the Gross Asset Value of all property distributed by the Company to such Member and (ii) the amount of any Net Losses (and any individual items of gross loss) allocated to such Member pursuant to this Article 6. Each Member shall have a single Capital Account which shall reflect all interests of such Member (regardless of class or time of acquisition). Notwithstanding the foregoing, sub-accounts shall be maintained for each Member who is a member of more than one class of Members, which sub-accounts shall reflect the amounts credited or charged with respect to each class of Units held by such Member. Any and all references to the Capital Accounts of a particular class of Members in Sections 6.2 or 6.3 of this Agreement shall, with respect to any Member who is a member of more than one class of Members, be deemed to refer to the sub-account maintained for such Member which reflects amounts credited or charged with respect to such class of Units held by such Member.

B.            Immediately prior to decreasing a Member's Capital Account to reflect any distribution of a Company asset to it (other than cash), all Members' Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such Company asset (that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of such Company asset for its Gross Asset Value.

C.            Any permitted transferee of an interest in the Company shall succeed to the Capital Account relating to the interest transferred.

D.            Whenever it is necessary to determine the Capital Account of any Member, the Capital Account of such Member shall be determined after giving effect to all allocations pursuant to this Article 6 and all contributions and distributions made prior to the time as of which such determination is to be made.

Section 6.2            Allocations.

A.           Except as otherwise provided in Section 6.3 , Net Income and Net Loss (and, if necessary, individual items of gross income or loss) for the year shall be allocated among the Members in a manner such that, to the extent possible, the Capital Account balance of each Member at the end of such taxable year, including short taxable years, shall be equal to the excess (which may be negative) of:

(1)           the amount that would be distributed to such Member if (a) the company were to sell the assets of the company for their Gross Asset Values, (b) all Company liabilities were settled in cash according to their terms (limited, with respect to each Nonrecourse Liability, to the Gross Asset Values of the assets securing such liability), and (c) the net proceeds thereof were distributed in full pursuant to Section 5.1, over

(2)           the sum of (a) the amount, if any, without duplication, that such Member would be obligated to contribute to the capital of the Company, (b) such Member's share of Company Minimum Gain and (c) such Member's share of Member Minimum Gain determined pursuant to Regulations Section 1.704-2(i)(5), all computed as of the date of the hypothetical sale described in (1) above.

B.           For tax purposes, all items of income, gain, loss, deduction, expense and credit (other than tax items corresponding to items allocated pursuant to Section 6.2(D)) shall be allocated to the Members in the same manner as is Net Income and Net Loss; provided, however, that, in accordance with Section 704(c) of the Code, the Regulations promulgated thereunder and Regulations Section 1.704-1(b)(4)(i), items of income, gain, loss, deduction, expense and credit with respect to any property whose Gross Asset Value differs from its adjusted basis for tax purposes (including Regulations Section 1.752-7) liabilities shall, solely for tax purposes, be allocated among the Members in accordance with the method determined by the tax matters member so as to take account of both the amount and character of such variation.

Section 6.3            Additional Allocation Provisions

Notwithstanding the foregoing provisions of this Article 6 :

A.            Regulatory Allocations .

(i)           Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 , or any other provision of this Article 6 , if there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3.A(i) is intended to qualify as a “ minimum gain chargeback ” within the meaning of Regulation Section 1.704-2(f) which shall be controlling in the event of a conflict between such Regulation and this Section 6.3.A(i) .

(ii)            Member Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(i)(4), and notwithstanding the provisions of Section 6.2 , or any other provision of this Article 6 (except Section 6.3.A(i) ), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any fiscal year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.A(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulation Section 1.704-2(i) which shall be controlling in the event of a conflict between such Regulation and this Section 6.3.A(ii) .

(iii)           Nonrecourse Deductions and Member Nonrecourse Deductions . Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in the same manner in which such items would have been allocated pursuant to Section 6.2 . Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).

(iv)           Qualified Income Offset . If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704 1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii)(d), to the Member in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible provided that an allocation pursuant to this Section 6.3.A(iv) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.3.A(iv) were not in this Agreement. It is intended that this Section 6.3.A(iv) qualify and be construed as a “ qualified income offset ” within the meaning of Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 6.3.A(iv) .

(v)           Gross Income Allocation . In the event any Member has a deficit Capital Account at the end of any fiscal year which is in excess of the sum of (1) the amount (if any) such Member is obligated to restore to the Company, and (2) the amount such Member is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided , that an allocation pursuant to this Section 6.3.A(v) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.3.A(v) and Section 6.3.A(iv) were not in this Agreement.

(vi)          Limitation on Allocation of Net Loss . To the extent any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Net Loss shall be reallocated among the other Members in accordance with their respective Capital Account balances.

(vii)           Section 754 Adjustment . To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(viii)         Curative Allocation . The allocations set forth in Sections 6.3.A(i) , (ii) , (iii) , (iv) , (v) , (vi) , and (vii) (the “ Regulatory Allocations ”) are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Sections 6.1 and 6.2 , the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

B.            For purposes of determining a Member’s proportional share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), each Member’s interest in Company profits shall be the same as such Member’s share of items of income that are attributable to Available Cash.

ARTICLE 7.

MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1           Management

A.            Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company are and shall be exclusively vested in the Managing Member, and no Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company. The Managing Member may not be removed by the Members with or without cause, except with the consent of the Managing Member. In addition to the powers now or hereafter granted a managing member of a limited liability company under applicable law or which are granted to the Managing Member under any other provision of this Agreement, the Managing Member, subject to the other provisions hereof including Section 7.3 , shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company, to exercise all powers set forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1 , including, without limitation:

(1)          the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on all or any of the Company’s assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Company;

(2)          the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company, the registration of any class of securities of the Company under the Exchange Act, and the listing of any debt securities of the Company on any exchange;

(3)          the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Company or the merger or other combination of the Company with or into another entity;

(4)          the acquisition, disposition, mortgage, pledge, encumbrance or hypothecation of all or any assets of the Company, and the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct or the operations of the Managing Member or the Company, the lending of funds to other Persons (including, without limitation, the Managing Member or any Subsidiaries of the Company) and the repayment of obligations of the Company, any of its Subsidiaries and any other Person in which it has an equity investment, and the making of capital contributions to its Subsidiaries;

(5)          the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Company or any Subsidiary of the Company;

(6)          the negotiation, execution, and performance of any contracts, leases, conveyances or other instruments that the Managing Member considers useful or necessary to the conduct of the Company’s operations or the implementation of the Managing Member’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Company’s assets;

(7)          the distribution of Company cash or other Company assets in accordance with this Agreement;

(8)          the establishment of one or more divisions of the Company, the selection and dismissal of employees of the Company (including, without limitation, employees having titles such as “president , ” “vice president,” “secretary” and “treasurer”), and agents, outside attorneys, accountants, consultants and contractors of the Company, the determination of their compensation and other terms of employment or hiring, including waivers of conflicts of interest and the payment of their expenses and compensation out of the Company’s assets;

(9)          the maintenance of such insurance for the benefit of the Company and the Members and directors and officers of the Company or the Managing Member as it deems necessary or appropriate;

(10)         the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, real estate investment trusts, corporations, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to any Subsidiary and any other Person in which it has an equity investment from time to time);

(11)         the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(12)         the undertaking of any action in connection with the Company’s direct or indirect investment in any Person (including, without limitation, contributing or loaning Company funds to, incurring indebtedness on behalf of, or guarantying the obligations of any such Persons);

(13)        subject to the other provisions in this Agreement, the determination of the fair market value of any Company property distributed in kind using such reasonable method of valuation as it may adopt, provided , that such methods are otherwise consistent with requirements of this Agreement;

(14)         the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Company or any Subsidiary of the Company or any Person in which the Company has made a direct or indirect equity investment;

(15)         holding, managing, investing and reinvesting cash and other assets of the Company;

(16)         the collection and receipt of revenues and income of the Company;

(17)         the exercise, directly or indirectly through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Company;

(18)         the exercise of any of the powers of the Managing Member enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Company or any other Person in which the Company has a direct or indirect interest, or jointly with any such Subsidiary or other Person;

(19)        the exercise of any of the powers of the Managing Member enumerated in this Agreement on behalf of any Person in which the Company does not have an interest pursuant to contractual or other arrangements with such Person;

(20)        the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Managing Member for the accomplishment of any of the powers of the Managing Member enumerated in this Agreement;

(21)         the right to nominate and approve any nomination of directors to the board of each Subsidiary (including any Subsidiary that is a REIT);

(22)        the issuance of additional Company interests, as appropriate, in connection with the contribution of Additional Funds pursuant to Section 4.3 ; and

(23)        the amendment and restatement of Exhibit A hereto to reflect accurately at all times the Capital Contributions and percentage interests of the Members as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the admission of any Additional Member or any Substituted Member or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement. Notwithstanding the foregoing, the Managing Member may, in lieu of making an amendment and restatement of Exhibit A to reflect the foregoing, elect to update the books and records of the Company to reflect any changes that would need to be made to Exhibit A, and any such changes shall be deemed to modify Exhibit A without a requisite amendment or restatement.

B.            Each of the Members agrees that the Managing Member is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Company without any further act, approval or vote of the Members, notwithstanding any other provisions of this Agreement (except as provided in Section 7.3 ), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the Managing Member or the Company of any agreement authorized or permitted under this Agreement shall not constitute a breach by the Managing Member of any duty that the Managing Member may owe the Company or the Members or any other Persons under this Agreement or of any duty stated or implied by law or equity.

C.            At all times from and after the date hereof, the Managing Member may cause the Company to obtain and maintain (i) casualty, liability and other insurance on the properties of the Company or its Subsidiaries and (ii) liability insurance for the Indemnities hereunder.

D.           At all times from and after the date hereof, the Managing Member may cause the Company to establish and maintain working capital and other reserves in such amounts as the Managing Member, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

E.            In exercising its authority under this Agreement, the Managing Member may, but shall be under no obligation to, take into account the tax consequences to any Member (including the Managing Member) of any action taken (or not taken) by the Managing Member. The Managing Member and the Company shall not have liability to a Member under this Agreement as a result of an income tax liability incurred by such Member as a result of an action (or inaction) by the Managing Member pursuant to its authority under this Agreement.

F.            Except as otherwise provided herein, to the extent the duties of the Managing Member require expenditures of funds to be paid to third parties, the Managing Member shall not have any obligations hereunder except to the extent that Company funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the Managing Member, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Company.

G.            Notwithstanding any other provision of this Agreement, to the fullest extent permitted by Law, (i) under no circumstance shall any Member or the Managing Member owe any fiduciary duties or obligations (whether express, implied or otherwise) to any other Member and (ii) any and all such duties and obligations (and any and all claims which may be based thereon) are hereby expressly waived and relinquished by each Member. Notwithstanding the forgoing waivers, each Member and the Managing Member is and shall be subject to the implied contractual covenant of good faith and fair dealing.

Section 7.2            Certificate of Formation of the Company

To the extent that such action is determined by the Managing Member to be reasonable and necessary or appropriate, the Managing Member shall file amendments to and restatements of the Certificate and do all the things to maintain the Company as a limited liability company (or an entity in which the members have limited liability) under the laws of the State of Delaware and to maintain the Company’s qualification to do business as a foreign limited liability company in each other state, the District of Columbia or other jurisdiction, in which the Company may elect to do business or own property. The Managing Member shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto to any Member. The Managing Member shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited liability company (or an entity in which the members have limited liability) in the State of Delaware, any other state, or the District of Columbia or other jurisdiction, in which the Company may elect to do business or own property.

Section 7.3            Restrictions on Managing Member’s Authority; Amendments

A.           The Managing Member may not take any action in contravention of an express prohibition or limitation of this Agreement without the prior written Consent of the Members.

B.            The Managing Member shall not, without the prior written Consent of the other Members, amend, modify or terminate this Agreement; provided, however, the Managing Member shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(1)          to add to the obligations of the Managing Member or surrender any right or power granted to the Managing Member or any Affiliate of the Managing Member for the benefit of the Members;

(2)          subject to Section 7.3 , to reflect the issuance of additional Company Interests pursuant to Sections 4.3.B , 5.4  and 6.2B . or the admission, substitution, termination, or withdrawal of Members in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A );

(3)          subject to Section 7.3 , to set forth or amend the designations, rights, powers, duties, and preferences of the holders of any additional Company Interests issued pursuant to Article 4 ;

(4)          to reflect a change that is of an inconsequential nature that does not adversely affect the Members in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;

(5)          to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;

(6)          to reflect such changes as are reasonably necessary for the managing member of the Managing Member to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and

(7)          to modify, as set forth in the definition of “ Capital Account, ” the manner in which Capital Accounts are computed.

The Managing Member will provide notice to the Members when any action under this Section 7.3.A is taken. Notwithstanding the foregoing, this Agreement shall not be amended with respect to any Member adversely affected, and no action may be taken by the Managing Member, without the Consent of such Member adversely affected if such amendment or action would (i) modify the limited liability of a Member, (ii) alter rights of the Member to receive distributions pursuant to Article 5 , the allocations specified in Article 6 or otherwise under this Agreement, or (iii) amend this paragraph. This paragraph does not require unanimous consent of all Members adversely affected unless the amendment is to be effective against all Members adversely affected.

C.            Notwithstanding anything to the contrary contained in this Agreement, the Managing Member shall not take any action with respect to the following matters without the approval of the holders of the Series A-1 Interest if and for so long as Properties Holding has made its Initial Capital Contribution and is still entitled to receive distributions on the Series A-1 Interest in the Company under Section 5.1 :

(3)          the making of any distributions by the Company with respect to the Series B Interests (other than in accordance with Section 5.1 ) or any other interests that are junior as to distributions or upon liquidation to the Series A Interest or the Series A-1 Interest;

(4)          the merger or consolidation of the Company with or into any other Person; and

(5)          a sale of all or substantially all of the aggregate assets of the Company held indirectly through Brookfield DTLA Fund Properties III LLC or all of the aggregate interests of the Company in Brookfield DTLA Fund Properties III LLC.

Section 7.4            Reimbursement of the Managing Member

A.           Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled), the Managing Member shall not be compensated for its services as managing member of the Company.

B.           The Company shall be responsible for and shall pay all expenses relating to the Company’s and the Managing Member’s organization, the ownership of its assets and its operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. Except to the extent provided in this Agreement, the Managing Member and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretion, for all expenses that the Managing Member and its Affiliates incur relating to the ownership and operation of, or for the benefit of, the Company (including, without limitation, administrative expenses); provided , that the amount of any such reimbursement shall be reduced by any interest earned by the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the Company. The Members acknowledge that all such expenses of the Managing Member are deemed to be for the benefit of the Company. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that certain expenses are incurred for the benefit of the Company and other entities (including the Managing Member), such expenses will be allocated to the Company and such other entities in such a manner as the Managing Member in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Company incurred on its behalf, and not as expenses of the Managing Member.

C.           If and to the extent any reimbursements to the Managing Member pursuant to this Section 7.4 constitute gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

Section 7.5           Outside Activities of the Managing Member . Without the Consent of the Members, the Managing Member shall not, directly or indirectly, enter into or conduct any business, other than in connection with the ownership, acquisition and disposition of Company Interests and the management of the business of the Company.

Section 7.6            Contracts with Affiliates

A.           The Company may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Company, on terms and conditions established in the sole and absolute discretion of the Managing Member. The foregoing authority shall not create any right or benefit in favor of any Person.

B.            Except as provided in Section 7.3, the Company may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the Managing Member in its sole discretion deems advisable.

C.            The Managing Member, in its sole and absolute discretion and without the approval of the Members, may propose and adopt on behalf of the Company employee benefit plans funded by the Company for the benefit of employees of the Managing Member, the Company, Subsidiaries of the Company or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Company, the Managing Member, or any of the Company’s Subsidiaries.

Section 7.7            Indemnification

A.            To the fullest extent permitted by law, the Company shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that the act or failure to act of the Indemnitee constitutes willful misconduct or recklessness. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including, without limitation, any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Managing Member is hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A . The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 7.7.A . Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Company, and any insurance proceeds from the liability policy covering the Managing Member and any Indemnitee, and neither the Managing Member nor any Member shall have any obligation to contribute to the capital of the Company or otherwise provide funds to enable the Company to fund its obligations under this Section 7.7 , except to the extent otherwise expressly agreed to by such Member and the Company.

B.            Reasonable expenses incurred by an Indemnitee who is a party to a proceeding may be paid or reimbursed by the Company in advance of the final disposition of the proceeding upon receipt by the Company of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized in this Section 7.7 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

C.            The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Members, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified.

D.            The Company may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the Managing Member shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

E.            For purposes of this Section 7.7 , the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of Section 7.7 ; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

F.            In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

G.           An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7  because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

H.           The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Company’s liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

I.             If and to the extent any reimbursements to the Managing Member pursuant to this Section 7.7  constitute gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company) such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

J.            Any indemnification hereunder is subject to, and limited by, the provisions of the Act.

K.           In the event the Company is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Member’s personal obligations or liabilities unrelated to Company business, such Member shall indemnify and reimburse the Company for all such loss and expense incurred, including legal fees, and the Company interest of such Member may be charged therefor. The liability of a Member under this Section 7.7.K shall not be limited to such Member’s Company Interest, but shall be enforceable against such Member personally.

Section 7.8            Liability of the Managing Member

A.           Notwithstanding anything to the contrary set forth in this Agreement, none of the Managing Member nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Company, any Members, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the Managing Member acted in good faith.

B.           Subject to its obligations and duties as Managing Member set forth in Section 7.1.A, the Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

C.           Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Managing Member and any of its officers, directors, agents and employee’s liability to the Company and the Members under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9            Other Matters Concerning the Managing Member

A.           The Managing Member may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

B.           The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

C.           The Managing Member shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the Managing Member hereunder.

D.          Notwithstanding any other provisions of this Agreement or any non-mandatory provision of the Act, (i) the Company shall be operated in such a manner that will enable the managing member of the Managing Member, for so long as the managing member of the Managing Member has determined to qualify as a REIT, to continue to qualify as a REIT, and (ii) any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order to protect the ability of the managing member of the Managing Member, for so long as the managing member of the Managing Member has determined to qualify as a REIT, to (x) continue to qualify as a REIT or (y) avoid the managing member of the Managing Member incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement.

Section 7.10          Title to Company Assets

Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company, the Managing Member or one or more nominees, as the Managing Member may determine, including Affiliates of the Managing Member. The Managing Member hereby declares and warrants that any Company assets for which legal title is held in the name of the Managing Member or any nominee or Affiliate of the Managing Member shall be held by the Managing Member for the use and benefit of the Company in accordance with the provisions of this Agreement; provided , however , that the Managing Member shall use its best efforts to cause beneficial and record title to such assets to be vested in the Company as soon as reasonably practicable. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which legal title to such Company assets is held.

Section 7.11          Reliance by Third Parties

Notwithstanding anything to the contrary in this Agreement, subject to Section 7.3 , any Person dealing with the Company shall be entitled to assume that the Managing Member has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any contracts on behalf of the Company, and such Person shall be entitled to deal with the Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Member (other than the Managing Member) hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the Managing Member in connection with any such dealing. In no event shall any Person dealing with the Managing Member or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Section 7.12          Officers

A.           The current officers of the Company designated by the Managing Member are listed on Schedule A hereto. Any additional or successor officers of the Company shall be chosen by the Managing Member. Any number of offices may be held by the same person. The Managing Member may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managing Member. The officers of the Company shall hold office until their successors are chosen and qualified. Any officer may be removed at any time, with or without cause, by the Managing Member.

B.           The officers set forth on Schedule A hereto, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Managing Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the officers taken in accordance with such powers shall bind the Company.

ARTICLE 8.

RIGHTS AND OBLIGATIONS OF MEMBERS

Section 8.1            Limitation of Liability

The Members shall have no liability under this Agreement except as expressly provided in this Agreement or under the Act.

Section 8.2            Management of Business

Except as provided in Section 7.3 , no Member (other than the Managing Member, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the Managing Member, the Company or any of their Affiliates, in their capacity as such) shall take part in the operations, management or control (within the meaning of the Act) of the Company’s business or transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. The transaction of any such business by the Managing Member, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the Managing Member, the Company or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the other Members under this Agreement.

Section 8.3            Outside Activities of Members

Any Member and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Members shall have any rights by virtue of this Agreement in any business ventures of any Member. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Members benefiting from the business conducted by the Managing Member, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Company, any Member or any such other Person, even if such opportunity is of a character which, if presented to the Company, any Member or such other Person, could be taken by such Person.

Section 8.4            Return of Capital

No Member shall be entitled to the withdrawal or return of his or her Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Company as provided herein. No Member shall have priority over any other Member either as to the return of Capital Contributions, or as otherwise expressly provided in this Agreement, or as to profits, losses, distributions or credits.

Section 8.5            Rights of Members Relating to the Company

A.         In addition to other rights provided by this Agreement or by the Act, each Member shall have the right, for a purpose reasonably related to such Member’s interest in the Company, upon written demand with a statement of the purpose of such demand and at such Member’s expense:

(1)          to obtain a copy of the Company’s federal, state and local income tax returns for each Company Year;

(2)          to obtain a current list of the name and last known business, residence or mailing address of each Member;

(3)          to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and

(4)          to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member and which each Member has agreed to contribute in the future, and the date on which each became a Member.

B.            Notwithstanding any other provision of this Section 8.5 , the Managing Member may keep confidential from the Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

ARTICLE 9.

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1            Records and Accounting

The Managing Member shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business, including without limitation, all books and records necessary to provide to the Members any information, lists and copies of documents required to be provided pursuant to Section 9.3 . Any records maintained by or on behalf of the Company in the regular course of its business may be kept on, or be in the form of any information storage device, provided , that the records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles.

Section 9.2            Fiscal Year

The fiscal year and taxable year of the Company shall be the calendar year.

Section 9.3            Reports

A.           As soon as practicable, but in no event later than 120 days after the close of each Company Year, the Managing Member shall cause to be mailed to each Member as of the close of the Company Year, an annual report containing financial statements of the Company, or of the Managing Member if such statements are prepared solely on a consolidated basis with the Managing Member, for such Company Year, presented in accordance with generally accepted accounting principles.

B.           As soon as practicable, but in no event later than 45 days after the close of each calendar quarter (except the last calendar quarter of each year), the Managing Member shall cause to be mailed to each Member as of the last day of the calendar quarter, a report containing unaudited financial statements of the Company, or of the Managing Member, if such statements are prepared solely on a consolidated basis with the applicable law or regulation, or as the Managing Member determines to be appropriate.

ARTICLE 10.

TAX MATTERS

Section 10.1          Preparation of Tax Returns

The Managing Member shall arrange for the preparation and timely filing of all returns of Company income, gains, deductions, losses and other items required of the Company for federal and state income tax purposes and shall use all reasonable efforts to furnish, within 90 days of the close of each taxable year, the tax information reasonably required by Members for federal and state income tax reporting purposes. Each Member shall promptly provide the Managing Member with any information reasonably requested by the Managing Member relating to any contributed Property contributed (directly or indirectly) by such Member to the Company.

Section 10.2          Tax Elections

Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The Managing Member shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the Managing Member’s determination in its sole and absolute discretion that such revocation is the best interests of the Members.

Section 10.3          Tax Matters Member

A.           The Managing Member shall be the “ tax matters member ” of the Company for federal income tax purposes. Pursuant to Section 6223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Company, the tax matters member shall furnish the IRS with the name, address and profit interest of each of the Members; provided , however , that such information is provided to the Company by the Members.

(1)           to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “ tax audit ” and such judicial proceedings being referred to as “ judicial review ”), and in the settlement agreement the tax matters member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters member shall not have the authority to enter into a settlement agreement on behalf of such Member or (ii) who is a “ notice partner ” (as defined in Section 6231 of the Code) or a member of a “ notice group ” (as defined in Section 6223(b)(2) of the Code);

(2)          in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “ final adjustment ”) is mailed to the tax matters member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located;

(3)          to intervene in any action brought by any other Member for judicial review of a final adjustment;

(4)          to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(5)          to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and

(6)          to take any other action on behalf of the Members of the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the tax matters member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters member and the provisions relating to indemnification of the Managing Member set forth in Section 7.7 shall be fully applicable to the tax matters member in its capacity as such.

C.           The tax matters member shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters member in performing its duties as such (including legal and accounting fees) shall be borne by the Company. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters member in discharging its duties hereunder, so long as the compensation paid by the Company for such services is reasonable.

Section 10.4           Organizational Expenses

The Company shall elect to deduct expenses, if any, incurred by it in organizing the Company ratably over a 180-month period as provided in Section 709 of the Code.

Section 10.5          Withholding

Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local, or foreign taxes that the Managing Member determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Sections 1441, 1442, 1445 or 1446 of the Code. Any amount paid on behalf of or with respect to a Member shall constitute a receivable of the Company from such Member, which receivable shall be paid by such Member within 15 days after notice from the Managing Member that such payment must be made unless (i) the Company withholds such payment from a distribution which would otherwise be made to the Member or (ii) the Managing Member determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Company which would, but for such payment, be distributed to the Member. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Company Interest to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this Section 10.5 . Any amounts payable by a Member hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in the Wall Street Journal , plus two percentage points (but not higher than the maximum lawful rate) from the date such amount is due ( i.e ., 15 days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Managing Member shall request in order to perfect or enforce the security interest created hereunder.

Section 10.6          Tax Classification

The Members intend for the Company to be treated as partnership, and not as an association taxable as a corporation for U.S. federal, state and local tax purposes. Unless the Managing Member determines otherwise, neither the Members nor the Managing Member will take any position inconsistent with such treatment (on any tax return or otherwise).

ARTICLE 11.

TRANSFERS AND WITHDRAWALS

Section 11.1          Transfer

A.           The term “ transfer, ” when used in this Article 11 with respect to a Company Interest, shall be deemed to refer to a transaction by which a Member purports to assign its Company Interest to another Person, and includes a sale, assignment, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. No part of the interest of a Member shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement or consented to by the Managing Member.

B.            No Company Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11 . Any transfer or purported transfer of a Company Interest not made in accordance with this Article 11 shall be null and void ab initio unless otherwise consented to by the Managing Member in its sole and absolute discretion.

Section 11.2           Transfer of Managing Member’s Company Interest . The Managing Member shall not withdraw from the Company and shall not transfer all or any portion of its direct interest in the Company (whether by sale, statutory merger or consolidation, liquidation or otherwise) without the consent of the other Members, which may be given or withheld by each Member in its sole and absolute discretion. Nothing herein shall restrict any transfers of all or any portion of the interests in the Managing Member by its direct or indirect members, partners, shareholders and other debt or equity investors.

Section 11.3           Members’ Rights to Transfer

A.           No Member shall transfer all or any portion of its Company Interest to any transferee without the consent of the Managing Member, which consent may be withheld in its sole and absolute discretion. Nothing herein shall restrict any transfers of all or any portion of the interests in any Member by its direct or indirect members, partners, shareholders and other debt or equity investors.

Section 11.4           Substituted Members

A.           No Member shall have the right to substitute a transferee as a Member in his or her place. The Managing Member shall, however, have the right to consent to the admission of a transferee of the interest of a Member pursuant to this Section 11.4 as a Substituted Member, which consent may be given or withheld by the Managing Member in its sole and absolute discretion. The Managing Member’s failure or refusal to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or any Member.

B.           A transferee who has been admitted as a Substituted Member in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement. The admission of any transferee as a Substituted Member shall be subject to the transferee executing and delivering to the Company an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 and such other documents or instruments as may be required to effect the admission), each in form and substance satisfactory to the Managing Member).

Section 11.5           General Provisions . Notwithstanding anything to the contrary contained in this Agreement, no Transfer shall be permitted or recognized by the Company if such Transfer: (i) would violate any applicable law or any agreement to which the Company or any of the Company’s assets are bound (including any agreement with a lender); (ii) would cause the Company to fail to be treated as a partnership for federal income tax purposes; (iii) would not, if effective, comply with all applicable federal, state or foreign law regulating securities (including, without limitation, the Securities Act or any other Securities Laws), or would require the registration of any securities under any of the foregoing; or (iv) would not, if effective, comply with applicable laws, rules and regulations and other requirements of governmental authorities, including, without limitation, Executive Order 13224 (September 23, 2001), the rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof. No transferee of all or any portion of any Company Interest shall be admitted as a substitute Member unless (A) such Interest is transferred in compliance with the applicable provisions of this Agreement, and (B) such transferee shall have executed and delivered to the Company such instruments necessary to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all the terms, conditions and provisions of this Agreement with respect to such Interest. Any Transfer in violation of this Section 11.5 shall be void ab initio as to the transfer of those Interests that would cause such violation, and the intended transferee shall acquire no rights in such Interests. All reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee.

ARTICLE 12.

ADMISSION OF MEMBERS

Section 12.1           Admission of Successor Managing Member

A successor to all of the Managing Member’s Interest pursuant to Section 11.2 who is proposed to be admitted as a successor Managing Member shall be admitted to the Company as the Managing Member, effective upon such transfer. Any such transferee shall carry on the business of the Company without dissolution. In each case, the admission shall be subject to the successor Managing Member executing and delivering to the Company an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission.

Section 12.2           Admission of Additional Members

A.           After the admission to the Company of the initial Members on the date hereof, a Person who makes a Capital Contribution to the Company in accordance with this Agreement shall be admitted to the Company as an Additional Member only upon furnishing to the Managing Member (i) evidence of acceptance in form satisfactory to the Managing Member of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 and (ii) such other documents or instruments as may be required in the discretion of the Managing Member in order to effect such Person’s admission as an Additional Member.

B.            Notwithstanding anything to the contrary in this Section 12.2 , no Person shall be admitted as an Additional Member without the consent of the Managing Member, which consent may be given or withheld in the Managing Member’s sole and absolute discretion. The admission of any Person as an Additional Member shall become effective on the date upon which the name of such Person is recorded on the books and records of the Company, following the receipt of the Capital Contribution in respect of such Member and the consent of the Managing Member to such admission. If any Additional Member is admitted to the Company on any day other than the first day of a Company Year, then Net Income, Net Losses, each item thereof and all other items allocable among Members for such Company Year shall be allocated among such Member and all other Members by taking into account their varying interests during the Company Year using a method selected by the Managing Member that is in accordance with Section 706(d) of the Code. All distributions of Available Cash with respect to which the Company Record Date is before the date of such admission shall be made solely to Members other than the Additional Member and, except as otherwise agreed to by the Additional Members and the Managing Member, all distributions of Available Cash thereafter shall be made to all Members including such Additional Member.

Section 12.3          Amendment of Agreement and Certificate of Limited Company

For the admission to the Company of any Member, the Managing Member shall take all steps necessary and appropriate under the Act to amend the books and records of the Company and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 .

ARTICLE 13.

DISSOLUTION AND LIQUIDATION

Section 13.1          Dissolution

The Company shall not be dissolved by the admission of Substituted Members or Additional Members or by the admission of a successor Managing Member in accordance with the terms of this Agreement. Upon the withdrawal of the Managing Member, any successor Managing Member (selected as described in Section 13.1.B below) shall continue the business of the Company. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (each a “ Liquidating Event ”):

B.           an event of withdrawal of the Managing Member, as defined in the Act, unless, within 90 days after the withdrawal, all of the remaining Members agree in writing, in their sole and absolute discretion, to continue the business of the Company and to the appointment, effective as of the date of withdrawal, of a substitute Managing Member;

C.            an election to dissolve the Company made by the Managing Member, in its sole and absolute discretion;

E.            any sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Company; and

F.            a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the Managing Member is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the Managing Member, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to the entry of such order or judgment all of the remaining Members agree in writing to continue the business of the Company and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute Managing Member.

Section 13.2           Winding Up

A.            Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding-up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding-up of the Company’s business and affairs. The Managing Member shall be responsible for overseeing the winding-up and dissolution of the Company and shall take full account of the Company’s liabilities and property and the Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order:

(1)          First, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than the Members;

(2)          Second, to the payment and discharge of all of the Company’s debts and liabilities to the Members; and

(3)         The balance, if any, to the Members in accordance with Section 5.1 .

The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as provided in Section 7.4 .

B.            Notwithstanding the provisions of Section 13.2.A which require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company the Managing Member determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Members, the Managing Member may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Members as creditors) and/or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2.A , undivided interests in such Company assets as the Managing Member deems not suitable for liquidation. Any such distributions in shall be made only if, in the good faith judgment of the Managing Member, such distributions in-kind are in the best interest of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Managing Member deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Managing Member shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Section 13.3          Capital Contribution Obligation If any Member has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit at any time shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever, except to the extent otherwise expressly agreed to by such Member and the Company.

Section 13.4          Compliance with Timing Requirements of Regulations

In the discretion of the Managing Member, a pro rata portion of the distributions that would otherwise be made to the Managing Member and Members pursuant to this Article 13 may be:

(1)          distributed to a trust established for the benefit of the Managing Member and Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Managing Member and Members from time to time, in the reasonable discretion of the Managing Member, in the same proportions and the amount distributed to such trust by the Company would otherwise have been distributed to the Managing Member and Members pursuant to this Agreement; or

(2)           withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided, that such withheld or escrowed amounts shall be distributed to the Managing Member and Members in the manner and priority set forth in Section 13.2.A as soon as practicable

Section 13.5          Deemed Distribution and Recontribution

Notwithstanding any other provision of this Article 13 , in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, the Company shall be deemed to have contributed all of its assets and liabilities to a new company in exchange for an interest in the new company. Immediately thereafter, the Company shall be deemed to distribute interests in the new company to the Members in proportion to their respective interests in the Company in liquidation of the Company.

Section 13.6          Rights of Members

Except as otherwise provided in this Agreement, each Member shall look solely to the assets of the Company for the return of his Capital Contribution and shall have no right or power to demand or receive property from the Managing Member. No Member shall have priority over any other Member as to the return of his Capital Contributions, distributions or allocations.

Section 13.7          Notice of Dissolution

In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 13.1 , result in a dissolution of the Company, the Managing Member shall, within 30 days thereafter, provide written notice thereof to each of the Members and to all other parties with whom the Company regularly conducts business (as determined in the discretion of the Managing Member) and shall publish notice thereof in a newspaper of general circulation in each place in which the Company regularly conducts business (as determined in the discretion of the Managing Member).

Section 13.8          Cancellation of Certificate of Formation

Upon the completion of the liquidation of the Company cash and property as provided in Section 13.2 , the Company shall be terminated and the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be cancelled and such other actions as may be necessary to terminate the Company shall be taken.

Section 13.9          Reasonable Time for Winding-Up

A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Company and the liquidation of its assets pursuant to Section 13.2 , in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between the Members during the period of liquidation.

Section 13.10        Waiver of Partition

Each Member hereby waives any right to partition of the Company property.

ARTICLE 14.

CONSENTS

Section 14.1          Action by the Members

A.          Meetings of the Members may be called by the Managing Member. Notice of any such meeting shall be given to all Members not less than two days nor more than 30 days prior to the date of such meeting. The notice shall state the nature of the business to be transacted. Members may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Members or of the Members is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Members.

B.           Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken is signed by the Members expressly required by this Agreement for the action in question. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the percentage interests of the Members (expressly required by this Agreement). An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified.

C.            Each Member may authorize any Person or Persons to act for him by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or his attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

D.           Each meeting of Members shall be conducted by the Managing Member or such other Person as the Managing Member may appoint pursuant to such rules for the conduct of the meeting as the Managing Member or such other Person deems appropriate.

ARTICLE 15.

GENERAL PROVISIONS

Section 15.1           Addresses and Notice

Any notice, demand, request or report required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Member at the address set forth in Exhibit A or such other address as the Members shall notify the Managing Member in writing.

Section 15.2          Titles and Captions

All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.

Section 15.3          Pronouns and Plurals

Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 15.4          Further Action

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.5          Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.6          Creditors

None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

Section 15.7          Waiver

No failure or delay by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon any breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

Section 15.8          Counterparts

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

Section 15.9          Applicable Law

This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

Section 15.10        Invalidity of Provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.11        Entire Agreement

This Agreement contains the entire understanding and agreement among the Members with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Limited Liability Company Agreement as of the date first written above.

[Signature Page to the LLC Agreement of New OP]

Exhibit 10.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

BROOKFIELD DTLA FUND PROPERTIES III LLC

TABLE OF CONTENTS

EXHIBIT A

SCHEDULE A

LIMITED LIABILITY COMPANY AGREEMENT

OF

BROOKFIELD DTLA FUND PROPERTIES III LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “ Agreement ”) of Brookfield DTLA Fund Properties III LLC, a Delaware limited liability company (the “Company”), dated as of October 15, 2013, is entered into by and among Brookfield DTLA Fund Properties II LLC, a Delaware limited liability company (the “ Managing Member ”) and the Persons whose names are set forth on Exhibit A attached hereto, as the Members, together with any other Persons who become Members in the Company as provided herein.

WHEREAS, the Company was formed under the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (as amended from time to time, the “ Act ”), by the filing of a Certificate of Formation of the Company (the “ Certificate ”) with the Secretary of State of the State of Delaware on June 10, 2013.

WHEREAS, prior to the effectiveness of this agreement, Brookfield DTLA and DTLA Fund Properties Holding Inc. (“ Properties Holding ”) initially contributed assets to the Company in exchange for 100% of the Common Interest and 100% of the Senior Preferred Interest in the Company pursuant to that certain contribution agreement by and among Brookfield DTLA, Properties Holding and the Company dated as of the date hereof;

AND WHEREAS, following the contributions described in the immediately preceding paragraph and prior to the effectiveness of this agreement, Properties Holding subsequently contributed all of its Common Interest in the Company to the Managing Member pursuant to that certain contribution agreement by and among Properties Holding and the Company, dated as of the date hereof, and Brookfield DTLA subsequently contributed all of its Common Interest in the Company to the Managing Member pursuant to that certain contribution agreement by and among Brookfield DTLA and the Company, dated as of the date hereof;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, effective as of the date hereof, the parties hereto agree as follows:

ARTICLE 1.

DEFINED TERMS

Section 1.1            Definitions .

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Act ” shall have the meaning set forth in the Recitals.

“ Additional Funds ” shall have the meaning set forth in Section 4.3.A .

“ Additional Member ” means a Person admitted to the Company as a Member pursuant to Section 12.2 and who is shown as such on the books and records of the Company.

“ Adjusted Capital Account Deficit ” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. Control of any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Available Cash ” means, with respect to any period for which such calculation is being made,

b.             Depreciation and all other noncash charges deducted in determining Net Income or Net Loss for such period,

c.             the amount of any reduction in reserves of the Company referred to in clause (ii)(f) below (including, without limitation, reductions resulting because the Managing Member determines such amounts are no longer necessary),

d.             the excess of the net proceeds from the sale, exchange, disposition, or refinancing of Company property for such period over the gain (or loss, as the case may be) recognized from any such sale, exchange, disposition, or refinancing during such period (excluding any sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Company), and

e.             all other cash received by the Company for such period that was not included in determining Net Income or Net Loss for such period;

a.             all principal debt payments made during such period by the Company,

b.             capital expenditures made by the Company during such period,

c.             investments in any entity (including loans made thereto) to the extent that such investments are not otherwise described in clauses (ii)(a) or (b),

d.             all other expenditures and payments not deducted in determining Net Income or Net Loss for such period,

e.             any amount included in determining Net Income or Net Loss for such period that was not received by the Company during such period,

f.             the amount of any increase in reserves established during such period which the Managing Member determines are necessary or appropriate in its sole and absolute discretion, and

g.             the amount of any working capital accounts and other cash or similar balances which the Managing Member determines to be necessary or appropriate in its sole and absolute discretion.

Notwithstanding the foregoing, Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves, established, after commencement of the dissolution and liquidation of the Company.

“ Brookfield DTLA ” means Brookfield DTLA Holdings LLC, a Delaware limited liability company.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed.

“ Capital Account ” means, with respect to any Member, the capital account of such Member maintained pursuant to Section 6.1, including all additions and subtractions thereto pursuant to this Agreement.

“ Capital Contribution ” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Company by such Member (net of any liabilities assumed by the Company relating to such property and any liability to which such property is subject).

“ Certificate ” shall have the meaning set forth in the Recitals.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time or any successor statute thereto. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“ Common Interest ” means an Interest in the Company entitled to a portion of residual distributions pursuant to Section 5.1(3)(b) after the Senior Preferred Unpaid Return and the Senior Preferred Unreturned Liquidation Capital have been reduced to zero.

“ Common Interest Holder ” means the holder or holders of the Common Interest.

“ Company ” means the limited liability company formed under the Act and pursuant to this Agreement, and any successor thereto.

“ Company Interest ” or “ Interest ” means, an ownership interest in the Company of a Member and includes any and all benefits to which such Member may be entitled as provided in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement, the Certificate and the Act. There may be one or more classes or series of Company Interests as determined by the Managing Member, subject to the terms of this Agreement.

“ Company Minimum Gain ” shall have the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

“ Company Record Date ” means the record date established by the Managing Member for the distribution of Available Cash with respect to Company Interests pursuant to Section 5.1 .

“ Company Year ” means the fiscal year of the Company, which shall be the calendar year.

“ Consent ” means the consent to, approval of, or vote on a proposed action by a Member given in accordance with Article 14 .

“ Debt ” means, as to any Person, as of any date of determination, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds, guarantees and other similar instruments guaranteeing payment or other performance of obligations by such Person; (iii) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (iv) lease obligations of such Person which, in accordance with generally accepted accounting principles, should be capitalized.

“ Depreciation ” means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided , however , that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder and any successor statute thereto.

“ Gross Asset Value ” means, with respect to any asset:

(a)           the initial Gross Asset Value of any asset contributed by a Member to the Company subsequent to the date hereof shall be the fair market value of such asset, as agreed to by the contributing Member and the Managing Member (as maintained in the books and records of the Company from time to time);

(b)           the Gross Asset Value of all Company assets shall be adjusted to equal their respective fair market values (taking Section 7701(g) of the Code into account) as of the following times:

(i)            the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution or in connection with the performance of services;

(ii)           the distribution by the Company to a Member of more than a de minimis, amount of Company assets as consideration for an interest in the Company, but only if, in the case of either (i) or (ii), the Members reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii)          the liquidation of the Company; and/or

(iv)          the forfeiture by a defaulting Member of its interest;

(c)           the Gross Asset Value of any Company asset distributed to any Member shall be the fair market value (taking Section 7701(g) of the Code into account) of such asset on the date of distribution as determined by the Managing Member in good faith;

(d)           the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such Company assets pursuant to Section 732(d), Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treas. Reg. section 1.704- 1(b)(2)(iv)(m) and 1.704-1(b)(2)(iv)(f); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent that the Members determine that an adjustment pursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d).

(e)           if the Gross Asset Value of any Company asset has been determined or adjusted pursuant to subsection (a), (b), (c) or (d), such Gross Asset Value shall thereafter be adjusted by the Depreciation that would be taken into account with respect to such asset for purposes of computing gains or losses from the disposition. of such asset; and

(f)           Gross Asset Value of any Company asset that was not contributed by a Member means the adjusted basis of such Company asset for federal income tax purposes.

“ Indemnitee ” means (i) any Person subject to a claim or demand or made or threatened to be made a party to, or involved or threatened to be involved in, an action, suit or proceeding by reason of his or her status as (A) the Managing Member or (B) a director or officer, employee or agent of the Company or the Managing Member, and (ii) such other Persons (including Affiliates of the Managing Member or the Company) as the Managing Member may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“ Initial Capital Contribution ” shall have the meaning set forth in Section 4.1.

“ IRS ” means the Internal Revenue Service, which administers the internal revenue laws of the United States.

“ Liquidating Event ” shall have the meaning set forth in Section 13.1 .

“ Managing Member ” means Brookfield DTLA Fund Properties II LLC or its successor as the managing member of the Company.

“ Member ” means any Person named as a Member in Exhibit A attached hereto, as such Exhibit may be amended from time to time, or any Substituted Member or Additional Member reflected in the books and records of the Company, in such Person’s capacity as a Member in the Company.

“ Member Minimum Gain ” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

“ Member Nonrecourse Debt ” shall have the meaning set forth in Regulations Section 1.704-2(b)(4).

“ Member Nonrecourse Deductions ” shall have the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

“ MM New Securities ” means (i) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase additional interests in the Managing Member, or (ii) any Debt issued by the Managing Member that provides any of the rights described in clause (i).

“ Net Income ” and “ Net Loss ” shall mean, for each taxable year of the Company or other period, an amount equal to the Company's taxable income or loss, as the case may be, for such taxable year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss and deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(a)           any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss pursuant to this subparagraph shall be added to such taxable income or loss;

(b)           any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant to this definition shall be subtracted from such taxable income or loss;

(c)           in the event the Gross Asset Value of any /Company asset is adjusted pursuant to subparagraph (b) or (c) of the definition thereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss;

(d)           gain or loss resulting from the disposition of any Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e)           in lieu of the Depreciation taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such taxable year of the Company or other period, computed in accordance with the definition thereof;

(f)            to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member's interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Income or Net Loss; and

(g)           notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 3 below shall not be taken into account in computing Net Income and Net Loss.

“ New Securities ” means (i) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase additional interests in the Managing Member, or (ii) any Debt issued by the Managing Member that provides any of the rights described in clause (i).

“ Nonrecourse Deductions ” shall have the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“ Nonrecourse Liability ” shall have the meaning set forth in Regulations Section 1.752-1(a)(2).

“ Percentage Interest ” means, with respect to each Common Interest Holder, a fraction, expressed as a percentage, equal to (i) the Common Interest Holder’s respective Capital Contributions divided by (ii) the sum of the Capital Contributions of all Common Interest Holders.

“ Person ” means an individual or a corporation, partnership, limited liability company, trust, unincorporated organization, association or other entity.

“ Plan Asset Regulation ” means the regulations promulgated by the United States Department of Labor in Title 29, Code of Federal Regulations, Part 2510, Section 101.3, and any successor regulations thereto.

“ Properties ” means such interests in real property and personal property including without limitation, fee interests, interests in ground leases, interests in joint ventures, interests in mortgages, and Debt instruments as the Company may hold from time to time.

“ REIT Manager ” means Brookfield DTLA Fund Office Trust Inc., a Maryland corporation, as managing member of MPG Office LLC, a Maryland limited liability company, as managing member of the Managing Member.

“ Regulations ” means the Treasury Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Regulatory Allocations ” shall have the meaning set forth in Section 6.3.A(viii) .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder and any successor statute thereto.

“ Senior Preferred Interest ” means the Interest in the Company initially issued to Brookfield DTLA in consideration in part of its Initial Capital Contribution.

“ Senior Preferred Liquidation Capital ” means an amount equal to $240,000,000.

“ Senior Preferred Return ” means, with respect to the Senior Preferred Interest, a return, calculated in the nature of interest, at a rate equal to 7% per annum (compounding quarterly) on an amount equal to the sum of (i) the Senior Preferred Unreturned Liquidation Capital plus (ii) the Senior Preferred Unpaid Return. For any partial quarterly period, the amount of the Senior Preferred Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.

“ Senior Preferred Unpaid Return ” means, as of any date, with respect to the Senior Preferred Interest, the aggregate accrued Senior Preferred Return as of such date, minus the aggregate distributions made to the holders of the Senior Preferred Interest on the relevant Record Date pursuant to Section 5.1(1) and all other distributions or payments made to the holders of Senior Preferred Interest on account of the Senior Preferred Return.

“ Senior Preferred Unreturned Liquidation Capital ” means, as of any date, with respect to the Senior Preferred Interest, (i) the Senior Preferred Liquidation Capital, minus (ii) the aggregate amount distributed by the Company to the holders of the Senior Preferred Interest on the relevant Record Date pursuant to Section 5.1(2) and all other distributions or payments made to the holders of the Senior Preferred Interest on account of the Senior Preferred Liquidation Capital.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other entity of which a majority of (i)the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“ Substituted Member ” means a Person who is admitted as a Member to the Company pursuant to Section 11.4 .

Section 1.2            Rules of Construction

Words used herein, regardless of the number or any gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof. References herein to any Article, Section, Schedule or Exhibit shall be to an Article, a Section, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The word “or” is not exclusive. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

ARTICLE 2.

ORGANIZATIONAL MATTERS

Section 2.1            Organization

The Company is a limited liability company formed pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein; the rights and obligations of the Company and the administration and termination of the Company shall be governed by the Act. The Company Interest of each Member shall be personal property for all purposes.

Section 2.2            Name

The name of the Company is Brookfield DTLA Fund Properties III LLC. The Company’s business may be conducted under any other name or names deemed advisable by the Managing Member, including the name of the Company or any Affiliate thereof. The words “ Limited Liability Company, ” “ LLC ” or similar words or letters shall be included in the Company’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The Managing Member in its sole and absolute discretion may change the name of the Company at any time and from time to time and shall notify the Members of such change in the next regular communication to the Members.

Section 2.3            Registered Office and Agent; Principal Office

The name and address of the registered office and registered agent of the Company in the State of Delaware are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The address of the principal office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The principal office of the Company is located at c/o Brookfield Office Properties Inc., Brookfield Place, 250 Vesey Street, 15 ^th Floor, New York, NY 10281, or such other place as the Managing Member may from time to time designate by notice to the other Members. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Managing Member deems advisable.

Section 2.4            Power of Attorney

A.          Each Member constitutes and appoints the Managing Member, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(1)           execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (a) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the Managing Member deems appropriate or necessary to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (b) all instruments that the Managing Member deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (c) all conveyances and other instruments or documents that the Managing Member deems appropriate or necessary to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all instruments relating to the admission, withdrawal, removal or substitution of any Member pursuant to, or other events described in, Articles 11 , 12 or 13 or the Capital Contribution of any Member; and (e) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Company Interests; and

(2)           execute, swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the Managing Member to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Members hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the Managing Member, to effectuate the terms or intent of this Agreement.

Nothing contained herein shall be construed as authorizing the Managing Member to amend this Agreement except in accordance with Section 7.3 or as may be otherwise expressly provided for in this Agreement.

B.           The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Members will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing or other action by it on behalf of the Company, and it shall survive and not be affected by the subsequent incapacity of any Member and the transfer of all or any portion of such Member’s Interests and shall extend to such Member’s heirs, successors, assigns and personal representatives. Each such Member hereby agrees to be bound by any representation made by the Managing Member, acting in good faith pursuant to such power of attorney; and each such Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Managing Member, taken in good faith under such power of attorney. Each Member shall execute and deliver to the Managing Member, within 15 days after receipt of the Managing Member’s request therefor, such further designation, powers of attorney and other instruments as the Managing Member, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Company.

Section 2.5            Term

The term of the Company shall continue until dissolved pursuant to the provisions of Article 13 or as otherwise provided by law.

ARTICLE 3.

PURPOSE

Section 3.1            Purpose and Business

The purpose and nature of the business to be conducted by the Company is (i) to conduct any business that may be lawfully conducted by a limited liability company organized pursuant to the Act, provided , however , that such business shall be limited to and conducted in such a manner as to permit the REIT Manager at all times to be classified as a REIT for federal income tax purposes, unless the REIT Manager ceases to qualify as a REIT for reasons other than the conduct of the business of the Company, (ii) to enter into any partnership, joint venture, company, real estate investment trust or other similar arrangement to engage in any business described in the foregoing clause (i) or to own interests in any entity engaged, directly or indirectly, in any such business and (iii) to do anything necessary or incidental to the foregoing.

Section 3.2            Powers

The Company is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and issue evidences of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and develop real property, and lease, sell, transfer and dispose of real property; provided , however , notwithstanding anything to the contrary in this Agreement, the Company shall not take, or refrain from taking, any action which, in the judgment of the Managing Member, in its sole and absolute discretion, (i) could adversely affect the ability of the REIT Manager to continue to qualify as a REIT, (ii) absent the consent of the Managing Member, which may be given or withheld in its sole and absolute discretion, could subject the Managing Member to any taxes under Section 857 or Section 4981 of the Code, or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over the REIT Manger, Managing Member or their respective securities, unless any such action (or inaction) under the foregoing clauses (i) or (ii) shall have been specifically consented to by the REIT Manager or Managing Member in writing, as applicable.

Section 3.3            Company Only for Purposes Specified

The Company shall be a limited liability company only for the purposes specified in Section 3.1 . Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member. No Member, in its capacity as a Member under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Member, nor shall the Company be responsible or liable for any indebtedness or obligation of any Member, incurred either before or after the execution and delivery of this Agreement by such Member, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the Act.

ARTICLE 4.

CAPITAL CONTRIBUTIONS

Section 4.1            Capital Contributions of the Members

At the time of their respective execution of this Agreement, the Members shall make or shall have made Capital Contributions as set forth in Exhibit A to this Agreement (with respect to each Member, such Member’s “ Initial Capital Contribution ”). Except as required by law, as otherwise provided in Sections 4.3 , 4.4 and 10.5 , or as otherwise agreed to by the Members, no Member shall be required or permitted to make any additional Capital Contributions or loans to the Company.

Section 4.2            Loans by Third Parties

Subject to Section 4.3 , the Company may incur Debt, or enter into other similar credit, guarantee, financing or refinancing arrangements for any purpose (including, without limitation, in connection with any further acquisition of Properties) with any Person that is not the Managing Member upon such terms as the Managing Member determines appropriate; provided   that , the Company shall not incur any Debt that is recourse to the Managing Member, except to the extent otherwise agreed to by the Managing Member in its sole discretion.

Section 4.3            Issuance of Additional Company Interests .

A.           Additional Funds . The Managing Member may, at any time and from time to time determine that the Company requires additional funds (“ Additional Funds ”) for the acquisition of additional Properties or for such other Company purposes as the Managing Member may determine. Additional Funds may be raised by the Company, at the election of the Managing Member, in any manner provided in, and in accordance with, this Section 4.3 . No Member shall have any preemptive, preferential or similar right or rights to subscribe for or acquire any Company Interest.

B.           The Managing Member, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The Managing Member may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the Managing Member is hereby authorized to cause the Company from time to time to issue to Members (including the Managing Member) or other Persons (including, without limitation, in connection with the contribution of property to the Company) other Company Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Company Interests, all as shall be determined by the Managing Member in its sole and absolute discretion subject to Delaware law, and as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Company income, gain, loss, deduction, and credit to such class or series of Company Interests; (ii) the right of each such class or series of Company Interests to share in Company distributions; (iii) the rights of each such class or series of Company Interests upon dissolution and liquidation of the Company; and (iv) the right to vote; provided, that no such other Company Interests shall be issued to the Managing Member unless either (a) (1) the additional Company Interests are issued in connection with the grant, award, or issuance of interests of the Managing Member pursuant to Section 4.3.C below, which interests have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such interests are substantially similar to the designations, preferences and other rights of the additional Company Interests issued to the Managing Member in accordance with this Section 4.3.B, and (2) the Managing Member shall make a Capital Contribution to the Company in an amount equal to the net proceeds raised in connection with such issuance, or (b) the additional Company Interests are issued to all Members holding Company Interests in the same class in proportion to their respective percentage interests in such class. In the event that the Company issues additional Company Interests pursuant to this Section 4.3.B, the Managing Member shall make such revisions to this Agreement as it determines are necessary to reflect the issuance of such additional Company Interests.

C.            Issuance of MM Interests or Other Securities by the Managing Member . The Managing Member shall not issue any additional interests to its members or MM New Securities unless (i) the Managing Member shall cause the Company to issue to the Managing Member, Company Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, all such that the economic interests thereof are substantially similar to those of the additional interests or MM New Securities issued by the Managing Member and (ii) the Managing Member shall make a Capital Contribution of the net proceeds from the issuance of such additional interests or MM New Securities, as the case may be, and from the exercise of the rights contained in such additional MM New Securities, as the case may be. Without limiting the foregoing, the Managing Member is expressly authorized to issue additional interests or MM New Securities for no tangible value or for less than fair market value, and the Managing Member is expressly authorized to cause the Company to issue to the Managing Member corresponding Company Interests, so long as (x) the Managing Member concludes in good faith that such issuance of Company Interests is in the interests of the Company; and (y) the Managing Member contributes all proceeds, if any, from such issuance and exercise to the Company.

Section 4.4            Other Contribution Provisions

In the event that any Member is admitted to the Company and is given (or is treated as having received) a Capital Account in exchange for services rendered to the Company, such transaction shall be treated by the Company and the affected Member as if the Company had compensated such Member in cash, and the Member had contributed such cash to the capital of the Company. In addition, with the consent of the Managing Member, in its sole discretion, one or more Members may enter into agreements with the Company, in the form of a guarantee or contribution agreement, which have the effect of providing a guarantee of certain obligations of the Company.

Section 4.5            No Preemptive Rights

Except to the extent expressly granted by the Company pursuant to another agreement, no Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Company or (ii) issuance or sale of any Company Interests.

ARTICLE 5.

DISTRIBUTIONS

Section 5.1            Requirement and Characterization of Distributions

Subject to this Section 5.1 and Section 5.6 , the Managing Member may cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, Available Cash generated by the Company as follows:

(1)           first, to the holders of Senior Preferred Interest with respect to each such holder of Senior Preferred Interest, until the Senior Preferred Unpaid Return is reduced to zero;

(2)           second, to the holders of Senior Preferred Interest with respect to each such holder of Senior Preferred Interest, until the Senior Preferred Unreturned Capital is reduced to zero;

(3)           third, thereafter pari passu:

(a)           4% to the holders of the Senior Preferred Interest with respect to each such holder of the Senior Preferred Interest; and

(b)           96% to the holders of the Common Interests pro rata in accordance with their respective Percentage Interests.

Section 5.2            Distributions in Kind

Except as expressly provided herein, no right is given to any Member to demand and receive property other than cash. The Managing Member may determine, in its sole and absolute discretion, to make a distribution in-kind to the Members of Company assets, and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance with Articles 5 , 6 and 10 .

Section 5.3            Distributions Upon Liquidation

Notwithstanding Section 5.1 , proceeds from a Liquidating Event shall be distributed to the Members in accordance with Section 13.2 .

Section 5.4            Distributions to Reflect Issuance of Additional Company Interests

In the event that the Company issues additional Company Interests to the Managing Member or any Additional Member pursuant to Section 4.3.B or 4.3.C , the Managing Member shall make such revisions to this Article 5 as it determines are necessary to reflect the issuance of such additional Company Interests. In the absence of any agreement to the contrary, an Additional Member shall be entitled to the distributions set forth in Section 5.1 (without regard to this Section 5.4 ) with respect to the period during which the closing of its contribution to the Company occurs, multiplied by a fraction the numerator of which is the number of days from and after the date of such closing through the end of the applicable period, and the denominator of which is the total number of days in such period.

Section 5.5            Accrual

Notwithstanding Section 5.1 above, distributions on the Senior Preferred Interest will accrue whether or not the terms and provisions set forth in this Article 5 at any time prohibit the current payment of distributions and whether or not the Company has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized.

ARTICLE 6.

ALLOCATIONS

Section 6.1            Capital Accounts

A.           A separate Capital Account shall be maintained for each Member in accordance with Section 704(b) of the Code and United States Treasury Regulations Sections 1.704-1(b) and 1.704-2. Subject to the preceding sentence, each Member's opening Capital Account balance: (A) shall be credited with (i) the amount of all cash and the Gross Asset Value of all property contributed by such Members to the capital of the Company and (ii) the amount of Net Income (and any individual items of gross income) allocated to such Member pursuant to this Article 6, and (B) shall be debited with (i) the amount of all cash and the Gross Asset Value of all property distributed by the Company to such Member and (ii) the amount of any Net Losses (and any individual items of gross loss) allocated to such Member pursuant to this Article 6. Each Member shall have a single Capital Account which shall reflect all interests of such Member (regardless of class or time of acquisition). Notwithstanding the foregoing, sub-accounts shall be maintained for each Member who is a member of more than one class of Members, which sub-accounts shall reflect the amounts credited or charged with respect to each class of Units held by such Member. Any and all references to the Capital Accounts of a particular class of Members in Sections 6.2 or 6.3 of this Agreement shall, with respect to any Member who is a member of more than one class of Members, be deemed to refer to the sub-account maintained for such Member which reflects amounts credited or charged with respect to such class of Units held by such Member.

B.           Immediately prior to decreasing a Member's Capital Account to reflect any distribution of a Company asset to it (other than cash), all Members' Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such Company asset (that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of such Company asset for its Gross Asset Value.

C.           Any permitted transferee of an interest in the Company shall succeed to the Capital Account relating to the interest transferred.

D.           Whenever it is necessary to determine the Capital Account of any Member, the Capital Account of such Member shall be determined after giving effect to all allocations pursuant to this Article 6 and all contributions and distributions made prior to the time as of which such determination is to be made.

Section 6.2            Allocations

A.           Except as otherwise provided in Section 6.3 , Net Income and Net Loss (and, if necessary, individual items of gross income or loss) for the year shall be allocated among the Members in a manner such that, to the extent possible, the Capital Account balance of each Member at the end of such taxable year, including short taxable years, shall be equal to the excess (which may be negative) of:

(1)           the amount that would be distributed to such Member if (a) the company were to sell the assets of the company for their Gross Asset Values, (b) all Company liabilities were settled in cash according to their terms (limited, with respect to each Nonrecourse Liability, to the Gross Asset Values of the assets securing such liability), and (c) the net proceeds thereof were distributed in full pursuant to Section 5.1, over

(2)           the sum of (a) the amount, if any, without duplication, that such Member would be obligated to contribute to the capital of the Company, (b) such Member's share of Company Minimum Gain and (c) such Member's share of Member Minimum Gain determined pursuant to Regulations Section 1.704-2(i)(5), all computed as of the date of the hypothetical sale described in (1) above.

B.           For tax purposes, all items of income, gain, loss, deduction, expense and credit (other than tax items corresponding to items allocated pursuant to Section 6.2(D)) shall be allocated to the Members in the same manner as is Net Income and Net Loss; provided, however, that, in accordance with Section 704(c) of the Code, the Regulations promulgated thereunder and Regulations Section 1.704-1(b)(4)(i), items of income, gain, loss, deduction, expense and credit with respect to any property whose Gross Asset Value differs from its adjusted basis for tax purposes (including Regulations Section 1.752-7) liabilities shall, solely for tax purposes, be allocated among the Members in accordance with the method determined by the tax matters member so as to take account of both the amount and character of such variation.

Section 6.3            Additional Allocation Provisions

Notwithstanding the foregoing provisions of this Article 6 :

(i)             Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 , or any other provision of this Article 6 , if there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3.A(i) is intended to qualify as a “ minimum gain chargeback ” within the meaning of Regulation Section 1.704-2(f) which shall be controlling in the event of a conflict between such Regulation and this Section 6.3.A(i) .

(ii)             Member Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(i)(4), and notwithstanding the provisions of Section 6.2 , or any other provision of this Article 6 (except Section 6.3.A(i) ), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any fiscal year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.A(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulation Section 1.704-2(i) which shall be controlling in the event of a conflict between such Regulation and this Section 6.3.A(ii) .

(iii)           Nonrecourse Deductions and Member Nonrecourse Deductions . Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in the same manner in which such items would have been allocated pursuant to Section 6.2 . Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).

(iv)           Qualified Income Offset . If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704 1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii)(d), to the Member in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible provided that an allocation pursuant to this Section 6.3.A(iv) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.3.A(iv) were not in this Agreement. It is intended that this Section 6.3.A(iv) qualify and be construed as a “ qualified income offset ” within the meaning of Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 6.3.A(iv) .

(v)            Gross Income Allocation . In the event any Member has a deficit Capital Account at the end of any fiscal year which is in excess of the sum of (1) the amount (if any) such Member is obligated to restore to the Company, and (2) the amount such Member is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided , that an allocation pursuant to this Section 6.3.A(v) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.3.A(v) and Section 6.3.A(iv) were not in this Agreement.

(vi)           Limitation on Allocation of Net Loss . To the extent any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Net Loss shall be reallocated among the other Members in accordance with their respective Capital Account balances.

(vii)          Section 754 Adjustment . To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(viii)         Curative Allocation . The allocations set forth in Sections 6.3.A(i) , (ii) , (iii) , (iv) , (v) , (vi) , and (vii) (the “ Regulatory Allocations ”) are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Sections 6.1 and 6.2 , the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

B.           For purposes of determining a Member’s proportional share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), each Member’s interest in Company profits shall be the same as such Member’s share of items of income that are attributable to Available Cash.

ARTICLE 7.

MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1            Management

A.          Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company are and shall be exclusively vested in the Managing Member, and no Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company. The Managing Member may not be removed by the Members with or without cause, except with the consent of the Managing Member. In addition to the powers now or hereafter granted a managing member of a limited liability company under applicable law or which are granted to the Managing Member under any other provision of this Agreement, the Managing Member, subject to the other provisions hereof including Section 7.3 , shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company, to exercise all powers set forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1 , including, without limitation:

(1)           the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on all or any of the Company’s assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Company;

(2)           the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company, the registration of any class of securities of the Company under the Exchange Act, and the listing of any debt securities of the Company on any exchange;

(3)           the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Company or the merger or other combination of the Company with or into another entity;

(4)           the acquisition, disposition, mortgage, pledge, encumbrance or hypothecation of all or any assets of the Company, and the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct or the operations of the Managing Member or the Company, the lending of funds to other Persons (including, without limitation, the Managing Member or any Subsidiaries of the Company) and the repayment of obligations of the Company, any of its Subsidiaries and any other Person in which it has an equity investment, and the making of capital contributions to its Subsidiaries;

(5)           the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Company or any Subsidiary of the Company;

(6)           the negotiation, execution, and performance of any contracts, leases, conveyances or other instruments that the Managing Member considers useful or necessary to the conduct of the Company’s operations or the implementation of the Managing Member’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Company’s assets;

(7)           the distribution of Company cash or other Company assets in accordance with this Agreement;

(8)           the establishment of one or more divisions of the Company, the selection and dismissal of employees of the Company (including, without limitation, employees having titles such as “president , ” “vice president,” “secretary” and “treasurer”), and agents, outside attorneys, accountants, consultants and contractors of the Company, the determination of their compensation and other terms of employment or hiring, including waivers of conflicts of interest and the payment of their expenses and compensation out of the Company’s assets;

(9)           the maintenance of such insurance for the benefit of the Company and the Members and directors and officers of the Company or the Managing Member as it deems necessary or appropriate;

(10)         the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, real estate investment trusts, corporations, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to any Subsidiary and any other Person in which it has an equity investment from time to time);

(11)         the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(12)         the undertaking of any action in connection with the Company’s direct or indirect investment in any Person (including, without limitation, contributing or loaning Company funds to, incurring indebtedness on behalf of, or guarantying the obligations of any such Persons);

(13)         subject to the other provisions in this Agreement, the determination of the fair market value of any Company property distributed in kind using such reasonable method of valuation as it may adopt, provided , that such methods are otherwise consistent with requirements of this Agreement;

(14)         the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Company or any Subsidiary of the Company or any Person in which the Company has made a direct or indirect equity investment;

(15)         holding, managing, investing and reinvesting cash and other assets of the Company;

(16)         the collection and receipt of revenues and income of the Company;

(17)         the exercise, directly or indirectly through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Company;

(18)         the exercise of any of the powers of the Managing Member enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Company or any other Person in which the Company has a direct or indirect interest, or jointly with any such Subsidiary or other Person;

(19)         the exercise of any of the powers of the Managing Member enumerated in this Agreement on behalf of any Person in which the Company does not have an interest pursuant to contractual or other arrangements with such Person;

(20)         the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Managing Member for the accomplishment of any of the powers of the Managing Member enumerated in this Agreement;

(21)         the right to nominate and approve any nomination of directors to the board of each Subsidiary (including any Subsidiary that is a REIT);

(22)         the issuance of additional Company interests, as appropriate, in connection with the contribution of Additional Funds pursuant to Section 4.3 ; and

(23)         the amendment and restatement of Exhibit A hereto to reflect accurately at all times the Capital Contributions and percentage interests of the Members as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the admission of any Additional Member or any Substituted Member or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement. Notwithstanding the foregoing, the Managing Member may, in lieu of making an amendment and restatement of Exhibit A to reflect the foregoing, elect to update the books and records of the Company to reflect any changes that would need to be made to Exhibit A , and any such changes shall be deemed to modify Exhibit A without a requisite amendment or restatement.

B.           Each of the Members agrees that the Managing Member is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Company without any further act, approval or vote of the Members, notwithstanding any other provisions of this Agreement (except as provided in Section 7.3 ), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the Managing Member or the Company of any agreement authorized or permitted under this Agreement shall not constitute a breach by the Managing Member of any duty that the Managing Member may owe the Company or the Members or any other Persons under this Agreement or of any duty stated or implied by law or equity.

C.           At all times from and after the date hereof, the Managing Member may cause the Company to obtain and maintain (i) casualty, liability and other insurance on the properties of the Company or its Subsidiaries and (ii) liability insurance for the Indemnities hereunder.

D.           At all times from and after the date hereof, the Managing Member may cause the Company to establish and maintain working capital and other reserves in such amounts as the Managing Member, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

E.           In exercising its authority under this Agreement, the Managing Member may, but shall be under no obligation to, take into account the tax consequences to any Member (including the Managing Member) of any action taken (or not taken) by the Managing Member. The Managing Member and the Company shall not have liability to a Member under this Agreement as a result of an income tax liability incurred by such Member as a result of an action (or inaction) by the Managing Member pursuant to its authority under this Agreement.

F.           Except as otherwise provided herein, to the extent the duties of the Managing Member require expenditures of funds to be paid to third parties, the Managing Member shall not have any obligations hereunder except to the extent that Company funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the Managing Member, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Company.

G.           Notwithstanding any other provision of this Agreement, to the fullest extent permitted by Law, (i) under no circumstance shall any Member or the Managing Member owe any fiduciary duties or obligations (whether express, implied or otherwise) to any other Member and (ii) any and all such duties and obligations (and any and all claims which may be based thereon) are hereby expressly waived and relinquished by each Member. Notwithstanding the forgoing waivers, each Member and the Managing Member is and shall be subject to the implied contractual covenant of good faith and fair dealing.

Section 7.2            Certificate of Formation of the Company

To the extent that such action is determined by the Managing Member to be reasonable and necessary or appropriate, the Managing Member shall file amendments to and restatements of the Certificate and do all the things to maintain the Company as a limited liability company (or an entity in which the members have limited liability) under the laws of the State of Delaware and to maintain the Company’s qualification to do business as a foreign limited liability company in each other state, the District of Columbia or other jurisdiction, in which the Company may elect to do business or own property. The Managing Member shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto to any Member. The Managing Member shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited liability company (or an entity in which the members have limited liability) in the State of Delaware, any other state, or the District of Columbia or other jurisdiction, in which the Company may elect to do business or own property.

Section 7.3            Restrictions on Managing Member’s Authority; Amendments

A.           The Managing Member may not take any action in contravention of an express prohibition or limitation of this Agreement without the prior written Consent of the Members.

B.           The Managing Member shall not, without the prior written Consent of the other Members, amend, modify or terminate this Agreement; provided, however, the Managing Member shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(1)           to add to the obligations of the Managing Member or surrender any right or power granted to the Managing Member or any Affiliate of the Managing Member for the benefit of the Members;

(2)           subject to Section 7.3 , to reflect the issuance of additional Company Interests pursuant to Sections 4.3.B , 5.4 and 6.2B . or the admission, substitution, termination, or withdrawal of Members in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A );

(3)           subject to Section 7.3 , to set forth or amend the designations, rights, powers, duties, and preferences of the holders of any additional Company Interests issued pursuant to Article 4 ;

(4)           to reflect a change that is of an inconsequential nature that does not adversely affect the Members in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;

(5)           to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;

(6)           to reflect such changes as are reasonably necessary for the REIT Manager to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and

(7)           to modify, as set forth in the definition of “ Capital Account, ” the manner in which Capital Accounts are computed.

The Managing Member will provide notice to the Members when any action under this Section 7.3.A is taken. Notwithstanding the foregoing, this Agreement shall not be amended with respect to any Member adversely affected, and no action may be taken by the Managing Member, without the Consent of such Member adversely affected if such amendment or action would (i) modify the limited liability of a Member, (ii) alter rights of the Member to receive distributions pursuant to Article 5 , the allocations specified in Article 6 or otherwise under this Agreement, or (iii) amend this paragraph. This paragraph does not require unanimous consent of all Members adversely affected unless the amendment is to be effective against all Members adversely affected.

(C)           Notwithstanding anything to the contrary contained in this Agreement, the Managing Member shall not take any action with respect to the following matters without the approval of the holders of the Senior Preferred Interest if and for so long as Brookfield DTLA has made its Initial Capital Contribution and is still entitled to receive distributions on the Senior Preferred Interest in the Company under Section 5.1 :

(1)           any material amendment or modification to this Agreement;

(2)           the issuance, terms and pricing of any additional Company Interests;

(3)           the making of any distributions by the Company with respect to any interests that are junior as to distributions (other than in accordance with Section 5.1 ) or upon liquidation to the Senior Preferred Interests;

(4)           the merger or consolidation of the Company with or into any other Person; and

(5)           a sale of all or substantially all of the aggregate assets of the Company.

Section 7.4            Reimbursement of the Managing Member

A.           Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled), the Managing Member shall not be compensated for its services as managing member of the Company.

B.           The Company shall be responsible for and shall pay all expenses relating to the Company’s and the Managing Member’s organization, the ownership of its assets and its operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. Except to the extent provided in this Agreement, the Managing Member and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretion, for all expenses that the Managing Member and its Affiliates incur relating to the ownership and operation of, or for the benefit of, the Company (including, without limitation, administrative expenses); provided , that the amount of any such reimbursement shall be reduced by any interest earned by the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the Company. The Members acknowledge that all such expenses of the Managing Member are deemed to be for the benefit of the Company. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that certain expenses are incurred for the benefit of the Company and other entities (including the Managing Member), such expenses will be allocated to the Company and such other entities in such a manner as the Managing Member in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Company incurred on its behalf, and not as expenses of the Managing Member.

C.           If and to the extent any reimbursements to the Managing Member pursuant to this Section 7.4 constitute gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

Section 7.5            Outside Activities of the Managing Member . Without the Consent of the Members, the Managing Member shall not, directly or indirectly, enter into or conduct any business, other than in connection with the ownership, acquisition and disposition of Company Interests and the management of the business of the Company.

Section 7.6            Contracts with Affiliates

A.          The Company may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Company, on terms and conditions established in the sole and absolute discretion of the Managing Member. The foregoing authority shall not create any right or benefit in favor of any Person.

B.           Except as provided in Section 7.3 , the Company may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the Managing Member in its sole discretion deems advisable.

C.           The Managing Member, in its sole and absolute discretion and without the approval of the Members, may propose and adopt on behalf of the Company employee benefit plans funded by the Company for the benefit of employees of the Managing Member, the Company, Subsidiaries of the Company or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Company, the Managing Member, or any of the Company’s Subsidiaries.

Section 7.7            Indemnification

A.           To the fullest extent permitted by law, the Company shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that the act or failure to act of the Indemnitee constitutes willful misconduct or recklessness. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including, without limitation, any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Managing Member is hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A . The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 7.7.A . Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Company, and any insurance proceeds from the liability policy covering the Managing Member and any Indemnitee, and neither the Managing Member nor any Member shall have any obligation to contribute to the capital of the Company or otherwise provide funds to enable the Company to fund its obligations under this Section 7.7 , except to the extent otherwise expressly agreed to by such Member and the Company.

B.           Reasonable expenses incurred by an Indemnitee who is a party to a proceeding may be paid or reimbursed by the Company in advance of the final disposition of the proceeding upon receipt by the Company of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized in this Section 7.7 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

C.           The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Members, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified.

D.           The Company may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the Managing Member shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

E.           For purposes of this Section 7.7 , the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of Section 7.7 ; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

F.           In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

G.           An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

H.           The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Company’s liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

I.           If and to the extent any reimbursements to the Managing Member pursuant to this Section 7.7 constitute gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company) such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

J.           Any indemnification hereunder is subject to, and limited by, the provisions of the Act.

K.           In the event the Company is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Member’s personal obligations or liabilities unrelated to Company business, such Member shall indemnify and reimburse the Company for all such loss and expense incurred, including legal fees, and the Company interest of such Member may be charged therefor. The liability of a Member under this Section 7.7.K shall not be limited to such Member’s Company Interest, but shall be enforceable against such Member personally.

Section 7.8            Liability of the Managing Member

A.           Notwithstanding anything to the contrary set forth in this Agreement, none of the Managing Member nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Company, any Members, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the Managing Member acted in good faith.

B.           Subject to its obligations and duties as Managing Member set forth in Section 7.1.A , the Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

C.           Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Managing Member and any of its officers, directors, agents and employee’s liability to the Company and the Members under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9            Other Matters Concerning the Managing Member

A.          The Managing Member may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

B.           The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

C.           The Managing Member shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the Managing Member hereunder.

D.          Notwithstanding any other provisions of this Agreement or any non-mandatory provision of the Act, (i) the Company shall be operated in such a manner that will enable the REIT Manager, for so long as the REIT Manager has determined to qualify as a REIT, to continue to qualify as a REIT, and (ii) any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order to protect the ability of the REIT Manager, for so long as the REIT Manager has determined to qualify as a REIT, to (a) continue to qualify as a REIT or (b) avoid the Managing Member incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement.

Section 7.10          Title to Company Assets

Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company, the Managing Member or one or more nominees, as the Managing Member may determine, including Affiliates of the Managing Member. The Managing Member hereby declares and warrants that any Company assets for which legal title is held in the name of the Managing Member or any nominee or Affiliate of the Managing Member shall be held by the Managing Member for the use and benefit of the Company in accordance with the provisions of this Agreement; provided , however , that the Managing Member shall use its best efforts to cause beneficial and record title to such assets to be vested in the Company as soon as reasonably practicable. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which legal title to such Company assets is held.

Section 7.11          Reliance by Third Parties

Notwithstanding anything to the contrary in this Agreement, subject to Section 7.3 , any Person dealing with the Company shall be entitled to assume that the Managing Member has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any contracts on behalf of the Company, and such Person shall be entitled to deal with the Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Member (other than the Managing Member) hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the Managing Member in connection with any such dealing. In no event shall any Person dealing with the Managing Member or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Section 7.12          Officers

A.          The current officers of the Company designated by the Managing Member are listed on Schedule A hereto. Any additional or successor officers of the Company shall be chosen by the Managing Member. Any number of offices may be held by the same person. The Managing Member may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managing Member. The officers of the Company shall hold office until their successors are chosen and qualified. Any officer may be removed at any time, with or without cause, by the Managing Member.

B.           The officers set forth on Schedule A hereto, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Managing Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the officers taken in accordance with such powers shall bind the Company.

ARTICLE 8.

RIGHTS AND OBLIGATIONS OF MEMBERS

Section 8.1            Limitation of Liability

The Members shall have no liability under this Agreement except as expressly provided in this Agreement or under the Act.

Section 8.2            Management of Business

Except as provided in Section 7.3 , no Member (other than the Managing Member, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the Managing Member, the Company or any of their Affiliates, in their capacity as such) shall take part in the operations, management or control (within the meaning of the Act) of the Company’s business or transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. The transaction of any such business by the Managing Member, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the Managing Member, the Company or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the other Members under this Agreement.

Section 8.3            Outside Activities of Members

Any Member and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Members shall have any rights by virtue of this Agreement in any business ventures of any Member. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Members benefiting from the business conducted by the Managing Member, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Company, any Member or any such other Person, even if such opportunity is of a character which, if presented to the Company, any Member or such other Person, could be taken by such Person.

Section 8.4            Return of Capital

No Member shall be entitled to the withdrawal or return of his or her Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Company as provided herein. No Member shall have priority over any other Member either as to the return of Capital Contributions, or as otherwise expressly provided in this Agreement, or as to profits, losses, distributions or credits.

Section 8.5            Rights of Members Relating to the Company

A.           In addition to other rights provided by this Agreement or by the Act, each Member shall have the right, for a purpose reasonably related to such Member’s interest in the Company, upon written demand with a statement of the purpose of such demand and at such Member’s expense:

(1)           to obtain a copy of the Company’s federal, state and local income tax returns for each Company Year;

(2)           to obtain a current list of the name and last known business, residence or mailing address of each Member;

(3)           to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and

(4)           to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member and which each Member has agreed to contribute in the future, and the date on which each became a Member.

B.           Notwithstanding any other provision of this Section 8.5 , the Managing Member may keep confidential from the Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

ARTICLE 9.

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1            Records and Accounting

The Managing Member shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business, including without limitation, all books and records necessary to provide to the Members any information, lists and copies of documents required to be provided pursuant to Section 9.3 . Any records maintained by or on behalf of the Company in the regular course of its business may be kept on, or be in the form of any information storage device, provided , that the records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles.

Section 9.2            Fiscal Year

The fiscal year and taxable year of the Company shall be the calendar year.

Section 9.3            Reports

A.          As soon as practicable, but in no event later than 120 days after the close of each Company Year, the Managing Member shall cause to be mailed to each Member as of the close of the Company Year, an annual report containing financial statements of the Company, or of the Managing Member if such statements are prepared solely on a consolidated basis with the Managing Member, for such Company Year, presented in accordance with generally accepted accounting principles.

B.           As soon as practicable, but in no event later than 45 days after the close of each calendar quarter (except the last calendar quarter of each year), the Managing Member shall cause to be mailed to each Member as of the last day of the calendar quarter, a report containing unaudited financial statements of the Company, or of the Managing Member, if such statements are prepared solely on a consolidated basis with the applicable law or regulation, or as the Managing Member determines to be appropriate.

ARTICLE 10.

TAX MATTERS

Section 10.1          Preparation of Tax Returns

The Managing Member shall arrange for the preparation and timely filing of all returns of Company income, gains, deductions, losses and other items required of the Company for federal and state income tax purposes and shall use all reasonable efforts to furnish, within 90 days of the close of each taxable year, the tax information reasonably required by Members for federal and state income tax reporting purposes. Each Member shall promptly provide the Managing Member with any information reasonably requested by the Managing Member relating to any contributed Property contributed (directly or indirectly) by such Member to the Company.

Section 10.2          Tax Elections

Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The Managing Member shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the Managing Member’s determination in its sole and absolute discretion that such revocation is the best interests of the Members.

Section 10.3          Tax Matters Member

A.          The Managing Member shall be the “ tax matters member ” of the Company for federal income tax purposes. Pursuant to Section 6223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Company, the tax matters member shall furnish the IRS with the name, address and profit interest of each of the Members; provided , however , that such information is provided to the Company by the Members.

B.           The tax matters member is authorized, but not required:

(1)           to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “ tax audit ” and such judicial proceedings being referred to as “ judicial review ”), and in the settlement agreement the tax matters member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters member shall not have the authority to enter into a settlement agreement on behalf of such Member or (ii) who is a “ notice partner ” (as defined in Section 6231 of the Code) or a member of a “ notice group ” (as defined in Section 6223(b)(2) of the Code);

(2)           in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “ final adjustment ”) is mailed to the tax matters member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located;

(3)           to intervene in any action brought by any other Member for judicial review of a final adjustment;

(4)           to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(5)           to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and

(6)           to take any other action on behalf of the Members of the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the tax matters member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters member and the provisions relating to indemnification of the Managing Member set forth in Section 7.7 shall be fully applicable to the tax matters member in its capacity as such.

C.           The tax matters member shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters member in performing its duties as such (including legal and accounting fees) shall be borne by the Company. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters member in discharging its duties hereunder, so long as the compensation paid by the Company for such services is reasonable.

Section 10.4          Organizational Expenses

The Company shall elect to deduct expenses, if any, incurred by it in organizing the Company ratably over a 180-month period as provided in Section 709 of the Code.

Section 10.5          Withholding

Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local, or foreign taxes that the Managing Member determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Sections 1441, 1442, 1445 or 1446 of the Code. Any amount paid on behalf of or with respect to a Member shall constitute a receivable of the Company from such Member, which receivable shall be paid by such Member within 15 days after notice from the Managing Member that such payment must be made unless (i) the Company withholds such payment from a distribution which would otherwise be made to the Member or (ii) the Managing Member determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Company which would, but for such payment, be distributed to the Member. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Company Interest to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this Section 10.5 . Any amounts payable by a Member hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in the Wall Street Journal , plus two percentage points (but not higher than the maximum lawful rate) from the date such amount is due ( i.e ., 15 days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Managing Member shall request in order to perfect or enforce the security interest created hereunder.

Section 10.6          Tax Classification

The Members intend for the Company to be treated as partnership, and not as an association taxable as a corporation for U.S. federal, state and local tax purposes. Unless the Managing Member determines otherwise, neither the Members nor the Managing Member will take any position inconsistent with such treatment (on any tax return or otherwise).

ARTICLE 11.

TRANSFERS AND WITHDRAWALS

Section 11.1          Transfer

A.          The term “ transfer, ” when used in this Article 11 with respect to a Company Interest, shall be deemed to refer to a transaction by which a Member purports to assign its Company Interest to another Person, and includes a sale, assignment, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. No part of the interest of a Member shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement or consented to by the Managing Member.

B.           No Company Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11 . Any transfer or purported transfer of a Company Interest not made in accordance with this Article 11 shall be null and void ab initio unless otherwise consented to by the Managing Member in its sole and absolute discretion.

Section 11.2          Transfer of Managing Member’s Company Interest . The Managing Member shall not withdraw from the Company and shall not transfer all or any portion of its direct interest in the Company (whether by sale, statutory merger or consolidation, liquidation or otherwise) without the consent of the other Members, which may be given or withheld by each Member in its sole and absolute discretion. Nothing herein shall restrict any transfers of all or any portion of the interests in the Managing Member by its direct or indirect members, partners, shareholders and other debt or equity investors.

Section 11.3          Members’ Rights to Transfer

A.          No Member shall transfer all or any portion of its Company Interest to any transferee without the consent of the Managing Member, which consent may be withheld in its sole and absolute discretion. Nothing herein shall restrict any transfers of all or any portion of the interests in any Member by its direct or indirect members, partners, shareholders and other debt or equity investors.

Section 11.4          Substituted Members

A.          No Member shall have the right to substitute a transferee as a Member in his or her place. The Managing Member shall, however, have the right to consent to the admission of a transferee of the interest of a Member pursuant to this Section 11.4 as a Substituted Member, which consent may be given or withheld by the Managing Member in its sole and absolute discretion. The Managing Member’s failure or refusal to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or any Member.

B.          A transferee who has been admitted as a Substituted Member in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement. The admission of any transferee as a Substituted Member shall be subject to the transferee executing and delivering to the Company an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 and such other documents or instruments as may be required to effect the admission), each in form and substance satisfactory to the Managing Member).

Section 11.5          General Provisions . Notwithstanding anything to the contrary contained in this Agreement, no Transfer shall be permitted or recognized by the Company if such Transfer: (i) would violate any applicable law or any agreement to which the Company or any of the Company’s assets are bound (including any agreement with a lender); (ii) would cause the Company to fail to be treated as a partnership for federal income tax purposes; (iii) would not, if effective, comply with all applicable federal, state or foreign law regulating securities (including, without limitation, the Securities Act or any other Securities Laws), or would require the registration of any securities under any of the foregoing; or (iv) would not, if effective, comply with applicable laws, rules and regulations and other requirements of governmental authorities, including, without limitation, Executive Order 13224 (September 23, 2001), the rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof. No transferee of all or any portion of any Company Interest shall be admitted as a substitute Member unless (A) such Interest is transferred in compliance with the applicable provisions of this Agreement, and (B) such transferee shall have executed and delivered to the Company such instruments necessary to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all the terms, conditions and provisions of this Agreement with respect to such Interest. Any Transfer in violation of this Section 11.5 shall be void ab initio as to the transfer of those Interests that would cause such violation, and the intended transferee shall acquire no rights in such Interests. All reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee.

ARTICLE 12.

ADMISSION OF MEMBERS

Section 12.1          Admission of Successor Managing Member

A successor to all of the Managing Member’s Interest pursuant to Section 11.2 who is proposed to be admitted as a successor Managing Member shall be admitted to the Company as the Managing Member, effective upon such transfer. Any such transferee shall carry on the business of the Company without dissolution. In each case, the admission shall be subject to the successor Managing Member executing and delivering to the Company an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission.

Section 12.2          Admission of Additional Members

A.          After the admission to the Company of the initial Members on the date hereof, a Person who makes a Capital Contribution to the Company in accordance with this Agreement shall be admitted to the Company as an Additional Member only upon furnishing to the Managing Member (i) evidence of acceptance in form satisfactory to the Managing Member of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 and (ii) such other documents or instruments as may be required in the discretion of the Managing Member in order to effect such Person’s admission as an Additional Member.

B.           Notwithstanding anything to the contrary in this Section 12.2 , no Person shall be admitted as an Additional Member without the consent of the Managing Member, which consent may be given or withheld in the Managing Member’s sole and absolute discretion. The admission of any Person as an Additional Member shall become effective on the date upon which the name of such Person is recorded on the books and records of the Company, following the receipt of the Capital Contribution in respect of such Member and the consent of the Managing Member to such admission. If any Additional Member is admitted to the Company on any day other than the first day of a Company Year, then Net Income, Net Losses, each item thereof and all other items allocable among Members for such Company Year shall be allocated among such Member and all other Members by taking into account their varying interests during the Company Year using a method selected by the Managing Member that is in accordance with Section 706(d) of the Code. All distributions of Available Cash with respect to which the Company Record Date is before the date of such admission shall be made solely to Members other than the Additional Member and, except as otherwise agreed to by the Additional Members and the Managing Member, all distributions of Available Cash thereafter shall be made to all Members including such Additional Member.

Section 12.3          Amendment of Agreement and Certificate of Limited Company

For the admission to the Company of any Member, the Managing Member shall take all steps necessary and appropriate under the Act to amend the books and records of the Company and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 .

ARTICLE 13.

DISSOLUTION AND LIQUIDATION

Section 13.1          Dissolution

The Company shall not be dissolved by the admission of Substituted Members or Additional Members or by the admission of a successor Managing Member in accordance with the terms of this Agreement. Upon the withdrawal of the Managing Member, any successor Managing Member (selected as described in Section 13.1.B below) shall continue the business of the Company. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (each a “ Liquidating Event ”):

A.           the expiration of its term as provided in Section 2.5 ;

B.           an event of withdrawal of the Managing Member, as defined in the Act, unless, within 90 days after the withdrawal, all of the remaining Members agree in writing, in their sole and absolute discretion, to continue the business of the Company and to the appointment, effective as of the date of withdrawal, of a substitute Managing Member;

C.           an election to dissolve the Company made by the Managing Member, in its sole and absolute discretion;

D.           entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Act;

E.           any sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Company; and

F.           a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the Managing Member is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the Managing Member, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to the entry of such order or judgment all of the remaining Members agree in writing to continue the business of the Company and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute Managing Member.

Section 13.2          Winding Up

A.          Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding-up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding-up of the Company’s business and affairs. The Managing Member shall be responsible for overseeing the winding-up and dissolution of the Company and shall take full account of the Company’s liabilities and property and the Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order:

(1)           First, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than the Members;

(2)           Second, to the payment and discharge of all of the Company’s debts and liabilities to the Members; and

(3)           The balance, if any, to the Members in accordance with Section 5.1 .

The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as provided in Section 7.4 .

B.           Notwithstanding the provisions of Section 13.2.A which require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company the Managing Member determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Members, the Managing Member may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Members as creditors) and/or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2.A , undivided interests in such Company assets as the Managing Member deems not suitable for liquidation. Any such distributions in shall be made only if, in the good faith judgment of the Managing Member, such distributions in-kind are in the best interest of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Managing Member deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Managing Member shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Section 13.3          Capital Contribution Obligation

If any Member has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit at any time shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever, except to the extent otherwise expressly agreed to by such Member and the Company.

Section 13.4            Compliance with Timing Requirements of Regulations

In the discretion of the Managing Member, a pro rata portion of the distributions that would otherwise be made to the Managing Member and Members pursuant to this Article 13 may be:

(1)           distributed to a trust established for the benefit of the Managing Member and Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Managing Member and Members from time to time, in the reasonable discretion of the Managing Member, in the same proportions and the amount distributed to such trust by the Company would otherwise have been distributed to the Managing Member and Members pursuant to this Agreement; or

(2)           withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided, that such withheld or escrowed amounts shall be distributed to the Managing Member and Members in the manner and priority set forth in Section 13.2.A as soon as practicable.

Section 13.5          Deemed Distribution and Recontribution

Notwithstanding any other provision of this Article 13 , in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, the Company shall be deemed to have contributed all of its assets and liabilities to a new company in exchange for an interest in the new company. Immediately thereafter, the Company shall be deemed to distribute interests in the new company to the Members in proportion to their respective interests in the Company in liquidation of the Company.

Section 13.6          Rights of Members

Except as otherwise provided in this Agreement, each Member shall look solely to the assets of the Company for the return of his Capital Contribution and shall have no right or power to demand or receive property from the Managing Member. No Member shall have priority over any other Member as to the return of his Capital Contributions, distributions or allocations.

Section 13.7          Notice of Dissolution

In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 13.1 , result in a dissolution of the Company, the Managing Member shall, within 30 days thereafter, provide written notice thereof to each of the Members and to all other parties with whom the Company regularly conducts business (as determined in the discretion of the Managing Member) and shall publish notice thereof in a newspaper of general circulation in each place in which the Company regularly conducts business (as determined in the discretion of the Managing Member).

Section 13.8          Cancellation of Certificate of Formation

Upon the completion of the liquidation of the Company cash and property as provided in Section 13.2 , the Company shall be terminated and the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be cancelled and such other actions as may be necessary to terminate the Company shall be taken.

Section 13.9          Reasonable Time for Winding-Up

A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Company and the liquidation of its assets pursuant to Section 13.2 , in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between the Members during the period of liquidation.

Section 13.10        Waiver of Partition

Each Member hereby waives any right to partition of the Company property.

ARTICLE 14.

CONSENTS

Section 14.1          Action by the Members

A.          Meetings of the Members may be called by the Managing Member. Notice of any such meeting shall be given to all Members not less than two (2) days nor more than thirty (30) days prior to the date of such meeting. The notice shall state the nature of the business to be transacted. Members may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Members or of the Members is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Members.

B.           Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken is signed by the Members expressly required by this Agreement for the action in question. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the percentage interests of the Members (expressly required by this Agreement). An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified.

C.           Each Member may authorize any Person or Persons to act for him by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or his attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

D.           Each meeting of Members shall be conducted by the Managing Member or such other Person as the Managing Member may appoint pursuant to such rules for the conduct of the meeting as the Managing Member or such other Person deems appropriate.

ARTICLE 15.

GENERAL PROVISIONS

Section 15.1          Addresses and Notice

Any notice, demand, request or report required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Member at the address set forth in Exhibit A or such other address as the Members shall notify the Managing Member in writing.

Section 15.2          Titles and Captions

All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.

Section 15.3          Pronouns and Plurals

Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 15.4          Further Action

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.5          Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.6          Creditors

None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

Section 15.7          Waiver

No failure or delay by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon any breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

Section 15.8          Counterparts

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

Section 15.9          Applicable Law

This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

Section 15.10        Invalidity of Provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.11        Entire Agreement

This Agreement contains the entire understanding and agreement among the Members with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Limited Liability Company Agreement as of the date first written above.

[Signature Page to the LLC Agreement of DTLA OP]

Exhibit 10.3

LOAN AGREEMENT

Dated as of February 6, 2018

By and Between

BOP FIGat7th LLC,

a Delaware limited liability company,

as Borrower,

and

METROPOLITAN LIFE INSURANCE COMPANY,

a New York corporation,

as Lender

Property:

Figat7th,

735 South Figueroa Street, Los Angeles CA

Loan Amount: $58,500,000

LOAN AGREEMENT

THIS LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), dated as of February 6, 2018 (the “ Execution Date ”), by and between METROPOLITAN LIFE INSURANCE COMPANY , a New York corporation, having an address at One MetLife Way, Whippany, NJ 07981-1449 (together with its successors and assigns, “ Lender ”), and BOP FIGat7th LLC , a Delaware limited liability company, having an address at c/o Brookfield Property Partners, L.P., 250 Vesey Street, 15 ^th Floor, New York, NY 10281-1023 (“ Borrower ”).

All capitalized terms used herein shall have the respective meanings set forth in Article I hereof.

WITNESSETH :

WHEREAS , Borrower desires to obtain the Loan from Lender; and

WHEREAS , Lender is willing to make the Loan to Borrower, subject to and in accordance with the conditions and terms of this Agreement and the other Loan Documents.

NOW, THEREFORE , in consideration of the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, represent and warrant as follows:

I.             DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1     Definitions .

For all purposes of this Agreement, except as otherwise expressly provided:

“ Accelerated Loan Amount ” shall mean, the Secured Indebtedness, and all other sums evidenced and/or secured by the Loan Documents, including without limitation any applicable prepayment fees.

“ Actions ” shall have the meaning set forth in Section 5.1.2.

“ Advance Date ” shall mean the date funds are first disbursed to Borrower under the Loan.

“ Affiliate ” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common ownership or Control with such Person.

“ Agreement ” shall have the meaning set forth in the introductory paragraph hereto.

“ ALTA ” shall mean American Land Title Association or any successor thereto.

“ Approved Plans and Specifications ” shall have the meaning set forth in Section 6.2.3(a) .

“ Architect ” shall have the meaning set forth in Section 6.2.3(a) .

“ Assignment of Leases ” shall mean that certain first priority Assignment of Leases, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Assignment of Management Agreement ” shall mean that certain Assignment and Subordination of Management Agreement dated as of the date hereof by Borrower and Manager in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ BAM ” means Brookfield Asset Management, Inc., an Ontario corporation.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“ Basic Transfer ” shall have the meaning set forth in Section 8.1.1 .

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereto.

“ Borrower Party ” shall have the meaning set forth in Section 12.20(a) .

“ Borrower’s Constituents ” means the Persons who hold any direct or indirect interest in Borrower, irrespective of the number of tiers through which such interests are held, including without limitation the partners, members, shareholders, trustees and beneficiaries of Borrower, and each of their respective direct and indirect constituents (provided however, that unless otherwise expressly stated herein, representations and covenants herein pertaining to Borrower’s Constituents do not apply with respect to Excluded Constituents.

“ Borrower’s Second Notice ” shall have the meaning set forth in Section 5.1.9(b) .

“ BPY ” means Brookfield Property Partners, a Bermuda limited partnership.

“ Broker ” shall have the meaning set forth in Section 12.19 .

“ Business Day ” shall mean any day, Monday through Friday, on which Lender is conducting normal business operations.

“ Business Income ” shall mean the sum of (i) the total anticipated gross income from occupancy of the Property, (ii) the amount of all charges (such as, but not limited to, operating expenses, insurance premiums, and taxes) that are the obligation of Tenants or occupants to Borrower, (iii) the fair market rental value of any portion of the Property occupied by Borrower, and (iv) any other amounts payable to Borrower or to any affiliate of Borrower pursuant to the Leases.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“ Collateral ” shall have the meaning set forth in the Pledge Agreement.

“ Condemnation ” shall mean a temporary or permanent taking by reason of any condemnation or similar eminent domain proceeding or by grant or conveyance in lieu of condemnation or eminent domain.

“ Condemnation Proceeds ” shall mean any and all compensation, awards, damages, proceeds and payments or relief for the Condemnation paid in connection with a Condemnation in respect of all or any part of the Property.

“ Contractor ” shall have the meaning set forth in Section 6.2.3(a) .

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person (subject to the rights of others to approve significant decisions), whether through ownership of voting securities, by contract or otherwise. The definition is to be construed to apply equally to variations of the word “ Control ” including “ Controlled ,” “ Controlling ” or “ Controlled by .”

“ Controlling Person ” shall have the meaning set forth in Section 8.1.2(iii) .

“ Customary Negotiated Modifications ” shall have the meaning set forth in Exhibit B .

“ Default Rate ” shall mean an annual rate equal to the Interest Rate plus four percent (4%).

“ Environmental Indemnity ” shall mean that certain Unsecured Indemnity Agreement, dated as of the date hereof, executed by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ EPI ” shall have the meaning set forth in Section 6.1.1(a)(3) .

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Event of Default ” shall have the meaning set forth in Section 11.1 .

“ Excluded Constituents ” means Borrower’s Constituents who both (i) hold no managerial or controlling position or interest in Borrower or in any entity that directly or indirectly Controls Borrower, and (ii) whose only direct and indirect interests in Borrower are as holders of publicly traded shares, limited partnership interests and/or limited liability company interests, in each case aggregating less than 20 percent of the direct or indirect equity in Borrower.

“ Execution Date ” shall have the meaning set forth in the introductory paragraph hereof.

“ Existing Leases ” shall have the meaning set forth in Section 4.1.16(a) .

“ Foreclosure ” whether or not capitalized, means as the context requires, a judicial or non-judicial foreclosure of real property in accordance with applicable law, which may include a unified sale of real and personal property, and may include any public or private sale or disposition pursuant to Article 9 of the Uniform Commercial Code.

“ Full Replacement Cost ” shall have the meaning set forth in Section 6.1.1(a)(1) .

“ GAAP ” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession.

“ General Transfer Requirements ” shall have the meaning set forth in Section 8.1.2(iii) .

“ Governmental Authority ” shall mean any court, board, agency, commission, office or authority of any nature whatsoever or any governmental unit (federal, state, county, district, municipal, city, foreign or otherwise) whether now or hereafter in existence.

“ Guaranty ” shall mean any Guaranty of Recourse Obligations, whether dated as of the date hereof or subsequently, executed by Liable Party in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Hazardous Materials ” shall include without limitation:

(i)       Those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “solid waste” in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. Sections 9601 et seq .), as amended by Superfund Amendments and Reauthorization Act of 1986 (Publ. L. 99-499 100 Stat. 1613), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Sections 6901 et seq .), and the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq ., and in the regulations promulgated pursuant to said laws, all as amended;

(ii)        Any material, waste or substance which is included within any of the following: (a) any of the definitions of “acutely hazardous waste,” “extremely hazardous waste,” “hazardous waste,” “infectious waste,” “retrograde material,” “volatile organic compound” or “waste” pursuant to Cal. Health & Safety Code Section 25110 et seq.; (b) any chemical known to the State of California to cause cancer or reproductive toxicity as published pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, Cal. Health & Safety Code Sections 25249.5 et seq.; (c) the definition of “hazardous substance” pursuant to Cal. Health & Safety Code Section 25281; (d) the definition of “hazardous substance” as used in the Carpenter Presley Tanner Hazardous Substance Account Act, Cal. Health & Safety Code, Sections 25300 et seq.; (e) either of the definitions of “hazardous materials” or “hazardous substances” pursuant to Cal. Health & Safety Code Section 25501; (f) the definition of “hazardous material” pursuant to Cal. Health & Safety Code Section 25411; (g) the definition of “asbestos” pursuant to Cal. Health & Safety Code Section 25918; (h) either of the definitions of “air contaminant” or “air pollutant” as used in Cal. Health & Safety Code Sections 39000 et seq.; (i) “waste” or “hazardous substance” pursuant to Cal. Water Code Section 13050; and (j) mold under such conditions or circumstances as would require abatement to render or maintain the Property in condition fit for its intended use;

(iii)       Any material, waste or substance which is (A) petroleum, (B) asbestos, (C) polychlorinated biphenyls, (D) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq . (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (E) a chemical substance or mixture regulated under the Toxic Substances Control Act of 1976, 15 U.S.C. Sections 2601 et seq .; (F) flammable explosives; or (G) radioactive materials;

(iv)       Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto); and

(v)        Such other substances, materials and wastes which are or become regulated as hazardous or toxic under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state, or local laws or regulations.

“ IFRS ” shall mean International Financial Reporting Standards as promulgated by the International Accounting Standards Board.

“ Impairment of the Security ” shall mean either or both of the following: (i) Lender determines in its reasonable discretion that the combination of rental income insurance and the rent projected to be paid under Leases with respect to which no termination rights are triggered by the applicable casualty or Condemnation (taking into account the applicable circumstances) will not be sufficient to maintain a debt service coverage ratio of not less than 1.20 (as reasonably calculated by Lender) throughout the Restoration and any applicable period of re-leasing; and/or (ii) the casualty or damage exceeds the Materiality Threshold and the time to substantially complete Restoration of the Property is reasonably estimated by Lender to extend beyond the 60th day prior to maturity of the Loan.

“ Impositions ” shall mean real estate and other taxes and assessments which may be payable, assessed, levied, imposed upon or become a lien on or against any portion of the Property.

“ Improvements ” shall have the meanings set forth in the granting clauses of the Security Instrument and the Parking Parcels Security Instrument, as applicable. Further, except where expressly provided otherwise, the term “Improvements” as used herein includes the Parking Structure and related improvements.

“ Insolvent Entity ” shall have the meaning set forth in Section 11.1(c) .

“ Insurance Proceeds ” shall mean all insurance proceeds payable to Borrower or Parking Sub in connection with the Property whether or not such insurance coverage is specifically required under the terms of this Agreement.

“ Interest Rate ” shall mean a rate per annum equal to 3.88%.

“ Investor ” shall have the meaning set forth in Section 10.1 .

“ Late Charge ” shall mean an amount equal to four cents ($0.04) for each dollar that is overdue.

“ Lease ” shall mean all leases and all other agreements for possession of all or any portion of the Property, including all of the same now or hereafter existing, and all extensions, modifications, amendments, expansions and renewals of any of the same and all Lease Guaranties.

“ Lease Guaranty ” shall mean every guarantee of any obligation under any Lease, including all modifications and amendments to such guaranties.

“ Leasing Guidelines ” shall mean the Leasing Guidelines attached to this Agreement as Exhibit B , as the same may be amended, modified or supplemented in accordance with the provisions of this Agreement by Lender.

“ Lender ” shall have the meaning set forth in the introductory paragraph hereof.

“ Lender’s Address for Insurance Notification ” shall mean: Metropolitan Life Insurance Company, its affiliates and/or successors and assigns, One MetLife Way, Whippany, New Jersey 07981-1449, Attention: Real Estate Investors Insurance Manager.

“ Liable Party ” shall mean Brookfield DTLA Holdings, LLC, a Delaware limited liability company, and any other Person now or hereafter executing any guaranty (that is accepted by Lender) of any of Borrower’s obligations under the Loan Documents.

“ Liens and Encumbrances ” shall mean any lien or encumbrance on the Property or the Collateral, including deeds of trust, mortgages, security interests, conditional sales, mechanic liens, tax liens or assessment liens (including any tax liens or assessment liens to secure repayment of any loan or other financing including, without limitation, any Property-Assessed Clean Energy loan) regardless of whether or not they are subordinate to the lien created by the Security Instrument, the Parking Parcels Security Instrument, and/or the Pledge Agreement.

“ Loan ” shall mean, collectively, the indebtedness evidenced by the Note with interest at the rates set forth herein, all additional advances or fundings made by Lender, and any other amounts required to be paid by Borrower under any of the Loan Documents.

“ Loan Amount ” shall equal $58,500,000.

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Security Instrument, the Assignment of Leases, the Parking Parcels Security Instrument, the Parking Parcels Assignment of Leases, the Pledge Agreement, the Assignment of Management Agreement and any and all other documents now or hereafter executed and/or delivered to and accepted by Lender for the purpose of evidencing or securing the Loan (except the Environmental Indemnity and the Guaranty, if any), as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. The Environmental Indemnity and the Guaranty, if any, are not Loan Documents and shall survive repayment of the Loan or other termination of the Loan Documents to the extent set forth therein.

“ Lot 4 Co-Ownership Agreement ” shall mean the Amended and Restated Lot 4 Co-Ownership Agreement dated as of September 10, 2014 by and among EYP Realty, LLC, Maguire Properties – 777 Tower, LLC, Maguire Properties – 755 S. Figueroa, LLC and Borrower recorded as Instrument No. 20140962892 in the Official Records of Los Angeles County.

“ Management Agreement ” shall mean the Management and Leasing Agreement, dated as of September 10, 2014, together with all amendments thereto prior to the date hereof, entered into by and between Borrower and Manager, and all amendments thereto entered into in accordance with the terms and conditions set forth in this Agreement, pursuant to which the Manager is to provide management and other services with respect to the Property.

“ Manager ” shall mean Brookfield Properties Management (CA) Inc., a Delaware corporation, or any other manager approved in accordance with the terms and conditions of the Loan Documents.

“ Material Adverse Change ” shall mean a material adverse change in (i) the condition (financial, physical or otherwise) of the Property and/or (ii) the financial condition of Borrower or Parking Sub that, taken as a whole, would reasonably be expected to impair the ability of either of them to perform its material obligations under the Loan Documents to which it is a party.

“ Material Agreements ” shall mean any contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Property (other than the S-1 Lease, the Management Agreement and the Leases) under which there is an obligation of Borrower to pay more than $250,000 per annum, which agreement, if terminated, would require a termination fee or similar consideration in an amount equal to or greater than $250,000.

“ Materiality Threshold ” shall have the meaning set forth in Section 6.2 .

“ Maturity Date ” shall mean March 1, 2023.

“ MetLife ” shall have the meaning set forth in Section 4.1.28 .

“Monthly Installment” shall mean equal monthly installments of interest only at the Interest Rate each in the amount of $189,150.00.

“ Net Condemnation Proceeds ” shall mean all Condemnation Proceeds less the cost, if any, to Lender of recovering the Condemnation Proceeds including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees.

“ Net Insurance Proceeds ” shall mean Insurance Proceeds less the cost, if any, to Lender of recovering the Insurance Proceeds including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees.

“ Note ” shall mean that certain Promissory Note, dated as of the date hereof, in the original principal amount of Fifty-Eight Million, Five Hundred Thousand Dollars and 00/100 ($58,500,000), made by Borrower in favor of Lender, as the same may be hereinafter amended, consolidated, split, severed, restated, replaced (whether by one or more replacement notes), supplemented, renewed, extended or otherwise modified from time to time.

“ O&M Agreement ” shall mean an Operations and Maintenance Agreement with respect to the Property, if any, reviewed and approved by Lender in connection with underwriting the Loan.

“ Other Charges ” shall mean all ground rents, maintenance charges, impositions other than Impositions, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“ Parking Parcels ” means Lot 5 and Lot 6 in each case designated as such on Tract Map 32622 recorded in the Official Records in Book 1098 pages 83 through 86 of maps.

“ Parking Parcels Assignment of Leases ” shall mean that certain Assignment of Leases dated as of the date hereof from Parking Sub, as assignor, to Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Parking Parcels Security Instrument ” shall mean that certain Deed of Trust, Security Agreement and Fixture Filing dated as of the date hereof executed and delivered by Parking Sub as security for the Loan and encumbering the Parking Parcels, as the same may be amended, consolidated, split, spread, severed, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time.

“ Parking Structure ” means the parking structure which rests on Lot 4 and extends through Lot 5, Lot 6, Lot 7 and Lot 8 (and may be expanded to Lot 9), in each case designated as such on Tract Map 32622 recorded in the Official Records in Book 1098 pages 83 through 86 of maps.

“ Parking Sub ” means BOP Figat7th Parking LLC, a Delaware limited liability company.

“ Parking Sub Transfer ” shall have the meaning set forth in Section 8.1.1 .

“ Permitted Encumbrances ” shall mean (i) liens for Impositions not yet due and payable or liens arising after the date hereof which are being contested in good faith by appropriate proceedings that are promptly instituted and diligently conducted in compliance with Section 5.3 hereof (including mechanics liens and other statutory liens, in each case satisfying the foregoing criteria); (ii) immaterial easements and rights of way, the exercise of rights under which do not adversely affect the current use and operation of the Property; (iii) those property specific exceptions to title recorded in the real estate records of the county where the Property is located and contained in Schedule B-1 of the title insurance policy or policies which have been approved by Lender; (iv) liens in favor of Lender under the Security Instrument, the Parking Parcels Security Instrument, and the other Loan Documents; (v) rights of existing and future Tenants, as tenants only, pursuant to Leases existing as of the date hereof or entered into in accordance with Section 5.1.9 ; (vi) liens of Permitted Equipment Financing; and (vii) such other title exceptions as Lender (and, if applicable, the applicable Rating Agencies) may approve in writing in their sole discretion. Notwithstanding the foregoing, Permitted Encumbrances shall not include any tax liens or assessment liens to secure repayment of any loan or other financing including, without limitation, any Property-Assessed Clean Energy loan.

“ Permitted Equipment Financing ” shall have the meaning set forth in Section 8.3 .

“ Permitted Indebtedness ” shall have the meaning set forth in Section 8.3 .

“ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Personal Property ” shall have the meaning set forth in the Security Instrument.

“ Plan ” shall have the meaning set forth in Section 4.1.5 .

“ Pledge Agreement ” shall mean that certain Pledge and Security Agreement of even date herewith by Borrower in favor of Lender.

“ Pledged Certificate ” shall have the meaning set forth in the Pledge Agreement.

“ Policies ” and “ Policy ” shall mean all insurance provided for in Section 6.1.1(b) and obtained under valid and enforceable policies.

“ Post-Closing Agreement ” shall mean that certain Post-Closing Agreement of even date herewith by Borrower in favor of Lender.

“ Premiums ” shall mean all premiums for the insurance policies required under this Agreement.

“ Prepayment Fee ” shall be the greater of (A) the Prepayment Ratio (as hereinafter defined) multiplied by (x – y), where (x) is the present value of all remaining payments of principal and interest including the outstanding principal due on the Maturity Date, discounted at the rate which, when compounded monthly, is equivalent to the Treasury Rate plus 50 basis points compounded semi-annually, and (y) is the amount of the principal then outstanding immediately prior to the prepayment, or (B) one percent (1%) of the amount of the principal being prepaid.

“ Prepayment Ratio ” shall mean a fraction, the numerator of which shall be the amount of principal being prepaid, and the denominator of which shall be the principal then outstanding immediately prior to the prepayment.

“ Property ” shall mean the fee and leasehold estates of Borrower, the Improvements thereon and all personal property owned by Borrower and encumbered by the Security Instrument, together with all rights pertaining to such property and Improvements, all as more particularly described in the granting clauses of the Security Instrument and the property description attached thereto. Further, except where expressly provided otherwise, the term “Property” as used herein includes the Parking Parcels.

“ Property Condition Report ” shall have the meaning set forth in Section 4.1.6 .

“ Rating Agencies ” shall mean any nationally recognized statistical rating agency which has assigned a rating to any Securities.

“ REA ” shall mean that certain Amended and Restated Owners’ Operating and Reciprocal Easement Agreement dated June 20, 1986 by and among Seventh Street Plaza Associates, The Community Redevelopment Agency of the City of Los Angeles, California, and PPLA Plaza Limited Partnership (the “Original REA”) recorded as Instrument No. 87-885291 in the official records of Los Angeles County, California, as amended by that certain Amendment No. 1 to Amended and Restated Owners’ Operating and Reciprocal Easement Agreement dated December 5, 1990 (“Amendment No. 1”) and as further amended by that certain Amendment No. 2 to Amended and Restated Owners’ Operating and Reciprocal Easement Agreement dated January 1, 1993, as the same may be further amended.

“ Remedial Work ” shall mean any investigation or monitoring of site conditions or any cleanup, containment, restoration, removal or other remedial work.

“ Rent Roll ” shall have the meaning set forth in Section 4.1.16(a) .

“ Rents and Profits ” shall mean collectively all present and future income, rents, revenue, profits, proceeds, accounts receivables and other benefits from the Property and all deposits made with respect to the Property, including, but not limited to, any security given to utility companies by Borrower, any advance payment of real estate taxes or assessments, or insurance premiums made by Borrower and all claims or demands relating to such deposits and other security, including claims for refunds of tax payments or assessments, and all Insurance Proceeds.

“ Request for Payment ” shall have the meaning set forth in Section 6.2.3(b)(ii) .

“ Required Insurance ” shall have the meaning set forth in Section 6.1.1(f) .

“ Requirements ” shall mean all laws, ordinances, orders, covenants, conditions and restrictions (including the REA) and other requirements relating to land and building design and construction, use and maintenance, that may now or hereafter pertain to or affect the Property or any part of the Property or the Use, including, without limitation, planning, zoning, subdivision, environmental, air quality, flood hazard, fire safety, handicapped facilities, building, parking, health, fire, traffic, safety, wetlands, coastal and other governmental or regulatory rules, laws, ordinances, statutes, codes and requirements applicable to the Property, including permits, licenses and/or certificates that may be necessary from time to time to comply with any of the these requirements.

“ Requirements for Restoration ” shall have the meaning set forth in Section 6.2.3 .

“ Requirements of Environmental Laws ” means all requirements of environmental, ecological, health, or industrial hygiene laws or regulations or rules of common law related to the Property, including, without limitation, all requirements imposed by any environmental permit, law, rule, order, or regulation of any federal, state, or local executive, legislative, judicial, regulatory, or administrative agency, which relate to (i) exposure to Hazardous Materials; (ii) pollution or protection of the air, surface water, ground water, land; (iii) solid, gaseous, or liquid waste generation, treatment, storage, disposal, or transportation; or (iv) regulation of the manufacture, processing, distribution and commerce, use, or storage of Hazardous Materials.

“ Restoration ” shall have the meaning set forth in Section 6.2.1(b) .

“ Restoration Funds ” shall have the meaning set forth in Section 6.2.3(a) .

“ S-1 Lease ” shall mean that certain Lease dated as of January 31, 2018 by and between EYP Realty, LLC and Borrower pertaining to certain space located on the S-1 level of Lot 1 of Tract 71804 (per the subdivision map recorded in Book 1379, Pages 42 to 48, in the real property records of the County of Los Angeles) comprised of (i) truck docks, elevator area, and trash compactor area of approximately 4,501 square feet and any equipment associated with the truck dock and loading facilities (e.g., bay doors, dock pads, bumpers, etc.), and (ii) chiller room containing approximately 815 square feet.

“ S-1 Lessor ” shall mean EYP Realty, LLC as the current lessor under the S-1 Lease, together with its successors and assigns in such capacity.

“ Secondary Financing ” shall have the meaning set forth in Section 8.2 .

“ Secured Indebtedness ” shall mean, collectively, the indebtedness evidenced by the Note with interest at the rates set forth herein, all additional advances or fundings made by Lender, and any other amounts required to be paid by Borrower under any of the Loan Documents.

“ Securities ” shall have the meaning set forth in Section 10.1 .

“ Security Instrument ” shall mean that certain first priority Deed of Trust, Security Agreement and Fixture Filing, dated as of the date hereof, executed and delivered by Borrower as security for the Loan and encumbering the Property, as the same may be amended, consolidated, split, spread, severed, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time.

“ Servicer ” shall mean a servicer, if any, selected by Lender to service the Loan.

“ Special Purpose Entity ” shall have the meaning in Provision 5.1.16 .

“ Standard Lease Form ” shall have the meaning set forth in Exhibit B .

“ State ” shall mean the state where the Property is located.

“ Sub-REA ” shall mean the Reciprocal Easement and Cost Sharing Agreement dated as of September 10, 2014 by and between EYP Realty, LLC, Borrower and Parking Sub, recorded as Instrument No. 201440962893 in the Official Records of Los Angeles County.

“ Target Lease ” means that certain Lease dated November 1, 2010 between Target Corporation and EYP Realty, LLC, as the same has been amended.

“ Tenant ” shall mean any Person obligated by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) under any Lease now or hereafter affecting all or any part of the Property.

“ Terms Letter ” shall mean that certain letter agreement dated as of January 19, 2018 between Borrower and Lender.

“ Title Insurance Policies ” shall mean (i) an ALTA mortgagee title insurance policy in the form acceptable to Lender issued with respect to the Property (other than the Parking Parcels) and insuring the lien of the Security Instrument, together with such endorsements and affirmative coverage as Lender may require, and (ii) an ALTA mortgagee title insurance policy in the form acceptable to Lender issued with respect to the Parking Parcels and insuring the lien of the Parking Parcels Security Instrument, together with such endorsements and affirmative coverage as Lender may require.

“ Transfer ” shall have the meaning set forth in Section 8.1 .

“ Treasury Rate ” shall mean the annualized yield on securities issued by the United States Treasury having a maturity equal to the remaining stated term of the Loan, as quoted in the Federal Reserve Statistical Release H. 15 (519) under the heading “U.S. Government Securities - Treasury Constant Maturities” for the date which is five (5) Business Days prior to the date on which prepayment is being made. If this rate is not available as of the date of prepayment, the Treasury Rate shall be determined by interpolating between the yield on securities of the next longer and next shorter maturity. If the Treasury Rate is no longer published, Lender shall select a comparable rate.

“ UCC ” or “ Uniform Commercial Code ” ” shall mean the Uniform Commercial Code as in effect in the jurisdiction(s) whose law applies with respect to any applicable provision herein where either of those terms is used.

“ Unsecured Obligations ” means any obligations evidenced by or arising under the Environmental Indemnity.

“ Use ” shall mean a Class ‘A’ retail center comprised of 2 buildings with a total of approximately 328,283 square feet and a total of 510 parking spaces on an approximately 3.85 acre site located in Downtown Los Angeles, California.

“ Work ” shall have the meaning set forth in Section 6.2.3(a) .

Section 1.2     Principles of Construction . All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document, the Guaranty, if any, or the Environmental Indemnity to any Loan Document shall be deemed to mean such Loan Document, Guaranty, if any, or Environmental Indemnity (as applicable) as the same may hereafter be amended, modified, supplemented, extended, replaced and/or restated from time to time (and, in the case of any note or other instrument, to any instrument issued in substitution therefor). Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

II.           THE LOAN

Section 2.1     The Loan .

2.1.1       Agreement to Lend and Borrow . Subject to and upon the terms and conditions set forth herein, Lender shall make the Loan to Borrower and Borrower shall accept the Loan from Lender on the Advance Date.

2.1.2       Single Disbursement to Borrower . Borrower shall receive only one disbursement hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3       The Note . The Loan shall be evidenced by the Note and shall be repaid in accordance with the terms of this Agreement and the Note.

Section 2.2     Interest Rate .

2.2.1       Payment of Principal and Interest . Principal and interest under this Agreement and the Note shall be payable as follows:

(a)          Interest on the funded portion of the Loan Amount shall accrue from the Advance Date at the Interest Rate. Interest for the month in which the Advance Date occurs shall be paid in advance on the Advance Date. The Monthly Installment of interest only shall be paid by Borrower to Lender on the first day of each calendar month thereafter until the Maturity Date.

(b)          On the Maturity Date, a final payment in the aggregate amount of the unpaid principal sum evidenced by the Note, all accrued and unpaid interest, and all other unpaid amounts of the Secured Indebtedness shall become immediately payable in full.

(c)          Borrower acknowledges and agrees that a substantial portion of the original Loan Amount shall be outstanding and due on the Maturity Date.

(d)          Interest shall be calculated on the basis of a thirty (30) day month and a three hundred sixty (360) day year, except that (i) if the Advance Date occurs on a date other than the first day of a calendar month, interest payable for the period commencing on the Advance Date and ending on the last day of the month in which the Advance Date occurs shall be calculated on the basis of the actual number of days elapsed over a 365 day or 366 day year, as applicable, and (ii) if the Maturity Date occurs on a date other than the last day of the month, interest payable for the period commencing on the first day of the month in which the Maturity Date occurs and ending on the Maturity Date shall be calculated on the basis of the actual number of days elapsed over a 365 day or 366 day year, as applicable.

Section 2.3     Application of Payments . At the election of Lender, and to the extent permitted by law, all payments shall be applied in the order selected by Lender to any expenses, prepayment fees, late charges, escrow deposits and other sums due and payable under the Loan Documents, and to unpaid interest at the Interest Rate or at the Default Rate, as applicable. The balance of any payments shall be applied to reduce the then unpaid Loan Amount.

Section 2.4     Security . The covenants of the Security Instrument, the Parking Parcels Security Instrument, and the Pledge Agreement are incorporated by reference into this Agreement. The Note shall evidence, and the Security Instrument, the Parking Parcels Security Instrument, and the Pledge Agreement shall secure, the Secured Indebtedness.

Section 2.5     Late Charge . If any payment of interest is not paid within seven (7) days after the due date, Lender shall have the option to charge Borrower the Late Charge. The Late Charge is for the purpose of defraying the expenses incurred in connection with handling and processing delinquent payments and is payable in addition to any other remedy Lender may have. Unpaid Late Charges shall become part of the Secured Indebtedness and shall be added to any subsequent payments due under the Loan Documents.

Section 2.6     Acceleration Upon Event of Default . At the option of Lender, at any time when an Event of Default exists, the Accelerated Loan Amount shall become immediately due and payable.

Section 2.7     Interest Upon Event of Default . The Accelerated Loan Amount shall bear interest at the Default Rate which shall never exceed the maximum rate of interest permitted to be contracted for under the laws of the State. The Default Rate shall commence upon the occurrence of an Event of Default and shall continue until all Events of Default are cured.

Section 2.8     Limitation on Interest . The agreements made by Borrower with respect to this Agreement, the Note and the other Loan Documents are expressly limited so that in no event shall the amount of interest received, charged or contracted for by Lender exceed the highest lawful amount of interest permissible under the laws applicable to the Loan. If at any time performance of any provision of this Agreement, the Note or the other Loan Documents results in the highest lawful rate of interest permissible under applicable laws being exceeded, then the amount of interest received, charged or contracted for by Lender shall automatically and without further action by any party be deemed to have been reduced to the highest lawful amount of interest then permissible under applicable laws. If Lender shall ever receive, charge or contract for, as interest, an amount which is unlawful, at Lender’s election, the amount of unlawful interest shall be refunded to Borrower (if actually paid) or applied to reduce the then unpaid Loan Amount. To the fullest extent permitted by applicable laws, any amounts contracted for, charged or received under the Loan Documents included for the purpose of determining whether the Interest Rate would exceed the highest lawful rate shall be calculated by allocating and spreading such interest to and over the full stated term of the Loan.

Section 2.9     Prepayment . Borrower shall not have the right to prepay all or any portion of the Loan Amount at any time during the term of this Loan except as expressly set forth in this Section 2.9 or in Section 8.1.3 . During the 120-day period prior to the Maturity Date, Borrower may prepay the Loan without a Prepayment Fee on 10 days’ prior written notice to Lender. In addition, commencing on March 1, 2020, Borrower may prepay the Loan with a Prepayment Fee on 10 days’ prior written notice to Lender. No more than two times during any calendar year, Borrower may rescind its notice of intention to prepay in writing, which notice of rescission shall be provided to Lender no less than 5 days prior to the date specified in Borrower's prepayment notice as the prepayment date, provided that Borrower shall be responsible for any actual out-of-pocket third-party costs and expenses incurred as a result of such rescission. Thereafter in such calendar year, any prepayment notice given by Borrower shall be irrevocable and may not be withdrawn, and the Accelerated Loan Amount shall become due and payable on the date specified in such prepayment notice.

2.9.1       Prepayment Fee . Any tender of payment by Borrower or any other person or entity of the Secured Indebtedness, other than as expressly provided in the Loan Documents, shall constitute a prohibited prepayment. If a prepayment of all or any part of the Secured Indebtedness is made following (i) an Event of Default and an acceleration of the Maturity Date, or (ii) in connection with a purchase of the Property or a repayment of the Secured Indebtedness at any time before, during or after, a judicial or non-judicial foreclosure or sale of the Property, in each case to the extent occurring before the 120 ^th day prior to the originally scheduled Maturity Date, then to compensate Lender for the loss of the investment, Borrower shall pay to Lender an amount equal to the Prepayment Fee. No prepayment fee or premium shall be payable in connection with a mandatory repayment of the Loan upon a casualty or Condemnation.

2.9.2       Waiver of Right to Prepay Note Without Prepayment Fee . Borrower acknowledges that Lender has relied upon the anticipated investment return under the Note and this Agreement in entering into transactions with, and in making commitments to, third parties and that the tender of any prohibited prepayment or any permitted prepayment which pursuant to the terms of the Note and this Agreement requires a Prepayment Fee, shall include the Prepayment Fee. Borrower agrees that the determination of the Interest Rate was based on the intent, expectation and agreement (and the Interest Rate would have been higher without such agreement) of Borrower and Lender that the amounts advanced under the Note and this Agreement would not be prepaid during the term of the Loan, or if any such prepayment would occur, the Prepayment Fee would apply (except as expressly permitted by the terms of the Note and this Agreement). Borrower also agrees that the Prepayment Fee represents the reasonable estimate of Lender and Borrower of a fair average compensation for the loss that may be sustained by Lender as a result of a prepayment of the Loan and it shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid under the Loan Documents.

BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 OR OTHER APPLICABLE LAW, IF ANY, TO PREPAY THE LOAN, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THE LOAN, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THE LOAN IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THE LOAN BY LENDER ON ACCOUNT OF ANY DEFAULT BY BORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THIS AGREEMENT, THE SECURITY INSTRUMENT OR ANY OF THE OTHER LOAN DOCUMENTS, THEN BORROWER SHALL BE OBLIGATED TO PAY LENDER CONCURRENTLY THE PREPAYMENT FEE. BY EXECUTING THE NOTE AND THIS AGREEMENT, BORROWER AGREES THAT LENDER’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS AGREEMENT CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.

BORROWER’S INITIALS PAGE

III.          TAXES, LIENS AND ENCUMBRANCES AND OTHER CHARGES .

Section 3.1     Payment of Impositions . Unless otherwise paid to Lender as provided in Section 5.1.14 , Borrower shall pay all Impositions. Subject to Borrower’s right to contest as set forth in Section 5.3 , the Impositions shall be paid not later than ten (10) days before the dates on which the particular Imposition would become delinquent and Borrower shall produce to Lender receipts of the imposing authority, or other evidence reasonably satisfactory to Lender, evidencing the payment of the Imposition in full. In the event of the passage, after the Execution Date, of any law which deducts from the value of the Property, for the purposes of taxation, any lien or security interest encumbering the Property, or changing in any way the existing laws regarding the taxation of mortgages, deeds of trust and/or security agreements or debts secured by these instruments, or changing the manner for the collection of any such taxes, and the law has the effect of imposing payment of any Impositions upon Lender, at Lender's option, the Secured Indebtedness shall immediately become due and payable. Notwithstanding the preceding sentence, the Lender's election to accelerate the Loan shall not be effective if (1) Borrower is permitted by law (including, without limitation, applicable interest rate laws) to, and actually does, pay the Imposition or the increased portion of the Imposition and (2) Borrower agrees in writing to pay or reimburse Lender for the payment of any such Imposition which becomes payable at any time when the Loan is outstanding.

IV.         REPRESENTATIONS AND WARRANTIES

Section 4.1     Borrower Representations . Borrower represents and warrants as of the date hereof that:

4.1.1      Organization .

(a)         The execution of the Loan Documents and the Environmental Indemnity have been duly authorized and there is no provision in the organizational documents of Borrower or Parking Sub requiring further consent for such action by any other Person.

(b)         Borrower and Parking Sub each is duly organized, validly existing and is in good standing under the laws of the state of its formation and is qualified to do business in the State, and each of them has all necessary licenses, authorizations, registrations, permits and/or approvals to own its properties and to carry on its business as presently conducted.

(c)         The execution, delivery and performance of the Loan Documents and the Environmental Indemnity will not result in Borrower’s or Parking Sub’s being in default under any provision of its organizational documents or of any deed of trust, mortgage, lease, credit or other agreement to which it is a party or which affects it or the Property or the Collateral.

(d)         The Loan Documents and the Environmental Indemnity have been duly authorized, executed and delivered by Borrower (and Parking Sub as applicable), and constitute valid and binding obligations of Borrower (or Parking Sub as applicable) which are enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws limiting the rights of creditors generally.

4.1.2       Litigation . None of Borrower, Parking Sub, nor to the knowledge of Borrower, any of Borrower’s Constituents is involved in any litigation, arbitration, or other proceeding or governmental investigation pending which if determined adversely would materially adversely affect Borrower’s or Parking Sub’s ability to perform its obligations under the Loan Documents or the Environmental Indemnity.

4.1.3       Agreements . Neither Borrower nor Parking Sub is in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default would be reasonably likely to materially and adversely affect the condition (financial or other) or operations of the Property or Borrower or Parking Sub or either of their ability to perform its obligations hereunder or under the Loan Documents or the Environmental Indemnity. To Borrower’s knowledge, neither Borrower nor Parking Sub is in default of its material obligations under any instruments and agreements affecting the Property, whether or not of record, including without limitation all covenants and agreements by and between Borrower and/or Parking Sub and any governmental or regulatory agency pertaining to the development, use or operation of the Property.

4.1.4       Consents . No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower or Parking Sub of this Agreement or any of the other Loan Documents or the Environmental Indemnity or the consummation of the transactions contemplated hereby or thereby, other than those which have been obtained by Borrower.

4.1.5       No Plan Assets . (i) Each of Borrower and Parking Sub is acting on its own behalf and neither of them is an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title 1 of ERISA, nor a plan as defined in Section 4975(e)(1) of the Code (each of the foregoing hereinafter referred to collectively as a “ Plan ”); (ii) neither Borrower’s nor Parking Sub’s assets constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA.

4.1.6      Compliance . Except as otherwise disclosed in the Property Condition Assessment Report dated January 17, 2018 prepared by EBI Consulting and obtained by Lender in connection with the Loan (the “ Property Condition Report ”) , the Improvements and their Use comply in all material respects with (and no notices of violation have been received in connection with) all Requirements, and Borrower and Parking Sub shall at all times comply in all material respects with all present or future Requirements affecting or relating to the Property and/or the Use.

4.1.7      Zoning . The zoning approval for the Property and the Parking Structure is not dependent upon the ownership or use of any property which is not encumbered by the Security Instrument or the Parking Parcels Security Instrument or adequately provided for in the REA and Sub-REA.

4.1.8      Financial Information . All financial statements, including, without limitation, the statements of cash flow and income and operating expense, that have been prepared by Borrower or its Affiliates and delivered to Lender in respect of the Property and/or in connection with the Loan (i) are true and correct in all material respects as of the date of such reports, (ii) in all material respects accurately represent the financial condition of the Property as of the date of such reports, and (iii) have been prepared in accordance with GAAP or IFRS throughout the periods covered. Neither Borrower nor Parking Sub has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and which are, individually or in the aggregate, reasonably likely to have a materially adverse effect on the Property or the operation thereof, except as referred to or reflected in the most recent financial statements of Borrower delivered to Lender. Since the date of such financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower, Parking Sub or the Property from that set forth in the financial statements.

4.1.9       Casualty and Condemnation . Except as expressly approved by Lender in writing, to Borrower’s knowledge, no casualty or damage to any part of the Property that would cost more than $50,000 to restore or replace has occurred which has not been fully restored or replaced. To Borrower’s knowledge, no part of the Property has been taken in Condemnation or other similar proceeding or transferred in lieu of Condemnation. Neither Borrower nor Parking Sub has received notice of any proposed Condemnation or other similar proceeding affecting the Property. To Borrower’s knowledge, there is no pending proceeding for the total or partial condemnation of the Property.

4.1.10    Enforceability . The Loan Documents and the Environmental Indemnity are not subject to any right of rescission, set off, counterclaim or defense by Borrower or Parking Sub, including the defense of usury, nor to Borrower’s knowledge, would the operation of any of the terms of the Loan Documents or the Environmental Indemnity, or the exercise of any right thereunder, render the Loan Documents or the Environmental Indemnity unenforceable, and neither Borrower nor Parking Sub has asserted any right of rescission, set off, counterclaim or defense with respect thereto.

4.1.11   Assignment of Leases . Other than Compass Bank whose assignment will be released contemporaneously herewith, no Person other than Lender has any assignment, lien or security interest in the Leases or any portion of the Rents and Profits due and payable or to become due and payable thereunder.

4.1.12    Insurance . Borrower has obtained and has delivered to Lender evidence of all of the Policies, with all premiums having been paid if the same have become due and payable thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement.  No claims have been made under any of the Policies except for claims that have been concluded and claims that have been disclosed to Lender in writing, and to Borrower’s knowledge no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

4.1.13    Licenses . All authorizations, permits, licenses, including, without limitation liquor licenses, if any, and operating permits, required to allow the Property to be used for the Use are in full force and effect.

4.1.14    [Reserved] .

4.1.15     Physical Condition . To Borrower’s knowledge, except as disclosed in the Property Condition Report, the Property is in good repair and condition, free of any material damage. Construction of the Improvements on the Property is complete.

4.1.16    Leases .

(a)         The rent roll attached hereto as Exhibit C (the “ Rent Roll ”) accurately lists all Leases affecting the Property as of the Execution Date. Borrower has delivered or made available to Lender true, correct and complete copies of all existing Leases, including all existing modifications and amendments, and including all existing Lease Guaranties (collectively, “ Existing Leases ”). All written agreements between the landlord and Tenant or between the landlord and any guarantor pertaining to any of such Leases are set forth in writing and are included in such copies that have been so delivered.

(b)         To Borrower’s knowledge, there are no monetary defaults or material non-monetary defaults by Borrower under the Existing Leases. To the best of Borrower’s knowledge, there are no monetary defaults or material non-monetary defaults by any Tenants under the Existing Leases nor by any guarantors under the existing Lease Guaranties except to the extent such default is expressly identified as such in the Rent Roll that is attached hereto as Exhibit C . The Existing Leases, including the existing Lease Guaranties, are in full force and effect.

(c)          To the Borrower’s knowledge, none of the Tenants now occupying 10% or more of the rentable space at the Property or having a current Lease affecting 10% or more of such rentable space is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding.

(d)          No Existing Lease may be amended, terminated or canceled unilaterally by a Tenant, and no Tenant may be released from its obligations, except in the event of (i) material damage to, or destruction of, the Property, (ii) Condemnation, (iii) the exercise by the Tenant thereunder of an express termination option set forth in the Lease, and (iv) the exercise by the Tenant thereunder of an express termination right set forth in the Lease in the event of an interruption in utilities or services required to be provided by landlord under the Lease.

(e)          Except only for rent and additional rent for the current month and as disclosed on the Rent Roll, or, with respect to security deposits except as set forth in the Leases or in any estoppels delivered to Lender on or prior to the Execution Date, Borrower has not accepted any payment of rent more than one month in advance of its due date, nor any security deposit in an amount exceeding one month’s rent.

4.1.17    Filing and Recording Taxes . All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by Borrower or Parking Sub under applicable Requirements in connection with the transfer of the Property to Borrower or Parking Sub have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Security Instrument and the Parking Parcels Security Instrument, have been paid or are being paid simultaneously herewith. To Borrower’s knowledge, no Impositions are delinquent.

4.1.18    Special Purpose Entity/Separateness .

(a)         Borrower represents to its knowledge that it has not and Parking Sub has not in the past taken any action that would have violated any covenant in Provision 5.1.16 if such covenant then had been in effect.

(b)        The Property has “single asset real estate” status as defined by Section 101(51)(B) of the Bankruptcy Code.

(c)        The representations and warranties set forth in this Provision 4.1.18 shall survive for so long as any amount remains payable to Lender under this Agreement or any other Loan Document.

4.1.19    Solvency . Borrower (a) has not entered into the transaction contemplated by this Agreement or any Loan Document or the Environmental Indemnity with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Loan Documents and the Environmental Indemnity. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted.

4.1.20    Organizational Chart . The organizational chart attached as Exhibit D hereto, relating to Borrower and certain Affiliates and other parties, is true and correct on and as of the date hereof and shows all Persons (other than Excluded Constituents, and other than intermediate entities that directly or indirectly are wholly owned by BPY or BAM) holding direct or indirect ownership interests in Borrower and Parking Sub. Borrower has delivered to Lender true and correct copies of all Borrower’s organizational documents. Except as expressly approved by Lender in writing, there have been no changes in Borrower’s Constituents since the date executed versions of such organizational documents were delivered to Lender. The foregoing representation expressly excludes any transfers of publicly traded shares which are traded on a national exchange and any transfers with respect to holders of direct or indirect interests in Liable Party which interest holders are not controlling, controlled by or under common control with BPY and/or BAM. The foregoing representation is made only as of the date hereof, and as of any other date on which the Loan Documents expressly require Borrower to remake the representations and warranties set forth in the Loan Documents (provided that Borrower may update such deliveries if required to renew such representation after the Execution Date).

4.1.21    Material Agreements . Attached hereto as Schedule 4.1.21 is a list of all Material Agreements, true and complete copies of each of which have been delivered to Lender.

4.1.22    No Other Debt . Neither Borrower nor Parking Sub has borrowed or received debt financing (other than permitted pursuant to this Agreement) that has not been heretofore repaid in full.

4.1.23    No Bankruptcy Filing . Neither Borrower nor Parking Sub, nor to Borrower’s knowledge, any of Borrower’s Constituents, is involved in any bankruptcy, reorganization, insolvency, dissolution or liquidation proceeding, and to the best knowledge of Borrower, no such proceeding is contemplated or threatened (provided that this representation is not made with respect to Excluded Constituents).

4.1.24    Full and Accurate Disclosure . No information contained in this Agreement, the other Loan Documents or the Environmental Indemnity, or in any written statement furnished by Borrower or Parking Sub pursuant to the terms of this Agreement contains any untrue statement of a material fact. There is no fact or circumstance presently known to Borrower with respect to the current operation and management of the Property (specifically excluding information regarding general market conditions) which has not been disclosed to Lender and which materially adversely affects, or is reasonably likely to materially adversely affect, the Property, Borrower, Parking Sub, or any of Borrower’s or Parking Sub’s business, operations or condition (financial or otherwise).

4.1.25    Foreign Person . Borrower represents and warrants that: (i) neither Borrower nor Parking Sub, nor any direct partner, member or stockholder of Borrower or Parking Sub, and no holder of any direct legal or beneficial interest in Borrower or Parking Sub is or will be held by, a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and (ii) no holder of any legal or beneficial interest in a partner, member or stockholder of Borrower or Parking Sub, which is a subsidiary of Liable Party, is or will be held, directly or indirectly by, a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, provided that the representations and covenants in this clause (ii) shall not apply to Excluded Constituents.

4.1.26    No Change in Facts or Circumstances; Disclosure . There has been no material adverse change from the conditions shown in the Terms Letter or in the materials submitted in connection with the Terms Letter or in the credit rating or financial condition of Liable Party, Borrower or Parking Sub. Where materials have been provided and subsequently have been replaced, this representation applies to the most recent replacement and not to any item that was replaced. Where materials have been provided and subsequently have been updated or supplemented, this representation applies to the materials as so updated or supplemented.

4.1.27    Management Agreement . Borrower has provided to Lender a true, correct and complete copy of the Management Agreement. The Management Agreement is in full force and effect and no event of default has occurred thereunder nor to Borrower’s knowledge has any event under the Management Agreement occurred which, but for the giving of notice, or passage of time, or both would be an event of default thereunder. All fees currently due and payable to Manager pursuant to the Management Agreement have been paid in full.

4.1.28    Non-Relationship . Neither Borrower nor Parking Sub nor any partner, director, member or officer of Borrower or Parking Sub nor, to Borrower’s knowledge, any of Borrower’s Constituents is (a) a director or officer of Metropolitan Life Insurance Company (“ MetLife ”), (b) a parent, son or daughter of a director or officer of MetLife, or a descendent of any of them, (c) a stepparent, adopted child, stepson or stepdaughter of a director or officer of MetLife, or (d) a spouse of a director or officer of MetLife.

4.1.29    US Patriot Act . None of Borrower, Parking Sub nor any partner, member or shareholder of Borrower or Parking Sub is, and no legal or beneficial interest in a partner, member or shareholder of Borrower or Parking Sub is or will be held, directly or indirectly, by a person or entity that appears on a list of individuals and/or entities for which transactions are prohibited by the U.S. Treasury Office of Foreign Assets Control or any similar list maintained by any other Governmental Authority, with respect to which entering into transactions with such person or entity would violate the USA Patriot Act or regulations or any Presidential Executive Order or any other similar applicable law, ordinance, order, rule or regulation, and Borrower shall provide evidence as reasonably requested by Lender from time to time, to confirm compliance. Borrower’s representations under this Section shall not be applicable to Excluded Constituents.

4.1.30    Criminal Acts . Neither Borrower nor Parking Sub, nor, to Borrower’s knowledge, any of Borrower’s Constituents has been convicted of, or been indicted for a felony criminal offense.

4.1.31    No Defaults . None of Borrower, Parking Sub, nor to Borrower’s knowledge any of Borrower’s Constituents is in default under any mortgage, deed of trust, note, loan or credit agreement, which such default would materially adversely affect Borrower’s ability to perform its obligations under the Loan Documents.

4.1.32    Parking Sub Organization Borrower has delivered to Lender true and complete copies of all of Parking Sub’s organizational documents, which consist only of those documents that are specifically identified in the Pledge Agreement. No document or instrument that creates or evidences any interest (including any equity or voting interest or assignment of either or both) in Parking Sub exists or ever has existed except only the documents specifically identified above, and the pledge in favor of Compass Bank that is being released contemporaneously herewith, a certain Certificate No. 1 that had been delivered to Compass Bank and that Compass Bank reports as having been lost, and a certain Certificate No 2 that is being delivered to Lender contemporaneously herewith.

4.1.33    Personal Property . Borrower owns the Personal Property free from any lien, security interest, encumbrance or adverse claim, except for Permitted Encumbrances and as otherwise expressly approved by Lender in writing. The Personal Property has been purchased by Borrower solely for the purpose of carrying on Borrower’s business. To Borrower’s knowledge, the Personal property has not been bought or used for personal, family, or household purposes.

4.1.34    S-1 Lease . Borrower hereby represents and warrants to Lender the following with respect to the S-1 Lease:

(a)          Recording; Modification . The S-1 Lease and a memorandum of the same has been duly executed by Borrower and S-1 Lessor. Said memorandum shall be duly recorded in the Official Records of Los Angeles County substantially contemporaneously with the Security Instrument. The S-1 Lease permits the interest of Borrower to be encumbered by the Security Instrument or the S-1 Lessor has approved and consented to the encumbrance of the Property by the Security Instrument. There have not been amendments or modifications to the terms of the S-1 Lease since recordation of the S-1 Lease or memorandum thereof.

(b)          No Liens . Except for the Permitted Encumbrances, Borrower’s leasehold interest in the S-1 Lease is not subject to any Liens and Encumbrances superior to, or of equal priority with, the Security Instrument other than S-1 Lessor’s related fee interest.

(c)          S-1 Lease Assignable . Borrower’s interest in the S-1 Lease is assignable without the consent of the S-1 Lessor to Lender, the purchaser at any foreclosure sale or the transferee under an assignment in lieu of foreclosure in connection with the foreclosure of the lien of the Security Instrument or transfer of Borrower’s leasehold estate by assignment in lieu of foreclosure. Thereafter, the S-1 Lease is further assignable by such transferee and its successors and assigns without the consent of the S-1 Lessor.

(d)          Default . As of the date hereof, the S-1 Lease is in full force and effect and no default has occurred under the S-1 Lease and there is no existing condition which, but for the passage of time or the giving of notice, could result in a default under the terms of the S-1 Lease. All rents, additional rents and other sums due and payable as of the date hereof under the S-1 Lease have been paid in full. Neither Borrower nor, to Borrower’s knowledge, the S-1 Lessor under the S-1 Lease has commenced any action or given or received any notice for the purpose of terminating the S-1 Lease.

(e)          Notice . The S-1 Lease requires the S-1 Lessor to give notice of any default by Borrower to Lender so long as Lender provides S-1 Lessor with any notice required pursuant to the terms of the S-1 Lease. The S-1 Lease further provides that notice of termination given under the S-1 Lease is not effective against Lender unless a copy of the notice has been delivered to Lender in the manner described in the S-1 Lease.

(f)           Cure . Lender is permitted the opportunity (including, where necessary, additional time needed by Lender in the exercise of its reasonable diligence to gain possession of the interest of Borrower under the S-1 Lease) to cure any default under the S-1 Lease, which is curable after the receipt of notice of the default before the S-1 Lessor thereunder may terminate the S-1 Lease, in each case in the manner described in the S-1 Lease.

(g)          New Lease . The S-1 Lease requires the S-1 Lessor to enter into a new lease upon termination of the S-1 Lease for any reason, including rejection or disaffirmation of the S-1 Lease in a bankruptcy proceeding in the manner described in the S-1 Lease.

4.1.35    O&M Agreement . The O&M Agreement, if any, is in full force and effect and there is no material default thereunder by any party thereto.

4.1.36    REA, Sub-REA and Lot 4 Co-Ownership Agreement . Each of the REA, the Sub-REA and the Lot 4 Co-Ownership Agreement is in full force and effect and neither Borrower nor, to Borrower’s knowledge, any other party to the REA or the Sub-REA or the Lot 4 Co-Ownership Agreement, is in default under any of such documents, and to Borrower’s knowledge no notices of default have been given thereunder. The REA has not been modified, amended or supplemented, except by the Sub-REA and by the Lot 4 Co-Ownership Agreement and as set forth in the definition of REA herein. The Sub-REA and the Lot 4 Co-Ownership Agreement has not been modified, amended or supplemented. The “Retail OREA” (as defined in the REA) has expired and is no longer of any force or effect. There are no “Majors” (as defined in the REA) having Leases at the Property or having rights under the REA.

Section 4.2     Warranty of Title . Borrower is the sole legal and beneficial owner of, and has good title to, the Collateral, free and clear of any Liens and Encumbrances. Upon (a) the execution and delivery to Lender of the Pledge Agreement, (b) the filing of any UCC financing statements contemplated by the Pledge Agreement and (c) the taking of possession by Lender or its agent of the original, executed and delivered Pledged Certificate and Assignment of Interest, Lender will have a perfected, first priority security interest in all of the Collateral.

V.          BORROWER COVENANTS

Section 5.1     Borrower Affirmative Covenants . From the date hereof until payment of the Secured Indebtedness in full, Borrower hereby covenants and agrees with Lender that:

5.1.1       Existence; Compliance with Requirements . Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its and Parking Sub’s existence, rights, licenses, permits and franchises, and will comply (and cause Parking Sub to comply) with all present and future Requirements affecting or relating to Borrower, Parking Sub, the Property and/or the Use. Neither Borrower nor Parking Sub shall use or permit the use of the Property, or any part thereof, for any illegal purpose. Borrower shall furnish to Lender, on request, proof of compliance with the Requirements.

5.1.2       Litigation .

(a)          Borrower shall immediately notify Lender of the commencement, or receipt of written notice, of any and all actions or proceedings or other material matter or claim (i) affecting the Property (other than insured claims that are within policy limits), and/or (ii) affecting the interest of Lender under the Loan Documents, including, without limitation, any written notices given or received by Borrower or with respect to the Property under the REA (collectively, “ Actions ”). Borrower shall appear in and defend any Actions and (subject to the provisions of Section 6.1.2 herein or other provisions of the Loan Documents to the contrary) Borrower may settle any such Actions, except that Trustor shall not: (i) enter into any settlement for an amount of more than $4,000,000 that is not covered by insurance and within applicable policy limits without Lender’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and (ii) settle any Action in which Lender has been named without obtaining releases of Lender in form and substance satisfactory to Lender.

(b)          Lender shall have the right, after reasonable advance notice to Borrower and the failure of the Borrower to take appropriate action (except that such failure shall not be required where Lender is named as a party to the applicable Action), at the cost and expense of Borrower, to institute, maintain and participate in Actions and take such other action, as it may deem appropriate in the good faith exercise of its discretion to preserve or protect the Property and/or the interest of Lender under the Loan Documents. Any money paid by Lender under this Section shall be reimbursed to Lender in accordance with Section 7.6 of the Security Instrument. Notwithstanding the foregoing, if Borrower would be obligated hereunder to indemnify Lender for costs or liabilities incurred in the settlement of an Action, then absent an Event of Default, Lender shall not settle the same without Borrower’s consent, which consent Borrower shall not unreasonably withhold, delay or condition.

5.1.3       Evidence of Compliance; Access to Property . Upon request, Borrower shall deliver to Lender evidence of compliance with the representations and warranties of Borrower set forth in Sections 4.1.5, 4.1.25, 4.1.28 and 4.1.29 of this Agreement satisfactory to Lender in its reasonable discretion. Lender shall have the right upon reasonable prior notice, at any time and from time to time during normal business hours, subject to the rights of Tenants, to enter the Property in order to ascertain Borrower's compliance with the Loan Documents, to examine the condition of the Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants. Borrower shall reasonably cooperate with Lender performing these inspections. Lender shall be accompanied by a representative of Borrower in such entry provided that Borrower makes such representative available upon such prior reasonable notice, and in any event, within two Business Days after notice of Lender’s intent to enter the Property. Lender’s rights hereunder include its rights under California Civil Code Section 2929.5, as such Section may be amended from time to time. Borrower shall pay all costs incurred by Lender in connection with any such inspections, except as may otherwise be provided in such Section 2929.5.

5.1.4      Books and Records; Financial Reporting . Borrower shall keep adequate books and records of account in accordance with GAAP or IFRS, or in accordance with other methods acceptable to Lender in its sole discretion, consistently applied and furnish to Lender (which may be furnished in electronic format):

(a)         quarterly certified rent rolls signed and dated by Borrower, detailing the names of all tenants of the Improvements, the portion of Improvements occupied by each tenant, the base rent and any other charges payable under each Lease and the term of each Lease, including the expiration date, and any other information as is reasonably required by Lender, within forty-five (45) days after the end of each fiscal quarter;

(b)         a quarterly operating statement of the Property and quarterly year-to-date operating statements detailing the total revenues received, total expenses incurred, total cost of all capital improvements, total debt service and total cash flow, to be prepared and certified by Borrower (as being true and correct in all material respects) in the form reasonably required by Lender, and if Borrower has obtained the same (although Borrower has no obligation to do so), any quarterly operating statement prepared by an independent certified public accountant, within thirty to sixty (30 to 60) days after the close of each fiscal quarter of Borrower;

(c)         an annual balance sheet and profit and loss statement of Borrower prepared and presented in accordance with GAAP or IFRS (or in such other form reasonably acceptable to Lender), prepared and certified by Borrower (as being true and correct in all material respects), as the case may be, or if required by Lender at any time during which an Event of Default exists, audited financial statements for Borrower and Liable Party prepared by an independent certified public accountant acceptable to Lender within one hundred twenty (120) days after the close of each fiscal year of Borrower and Liable Party, as the case may be;

(d)         an annual operating budget presented on a monthly basis consistent with the annual operating statement described above for the Property including cash flow projections for the upcoming one (1) year period and all proposed capital replacements and improvements at least fifteen (15) days prior to the start of each calendar year (provided that Borrower shall not be required to obtain Lender’s approval with respect to any such budget in the absence of a continuing Event of Default);

(e)         any financial statements required pursuant to the Guaranty, if any.

5.1.5      Property Reports . Upon request from Lender or its representatives and designees, Borrower shall furnish the following in a timely manner to Lender (which may be furnished in electronic format):

(a)         a property management report for the Property, showing the number of inquiries made and/or rental applications received from Tenants or prospective tenants and deposits received from Tenants and any other information requested by Lender, in reasonable detail and certified by Borrower (or an officer, general partner, member or principal of Borrower if Borrower is not an individual) to be true and complete in all material respects, but no more frequently than quarterly; and

(b)          an accounting of all security deposits held in connection with any Lease of any part of the Property, including the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release necessary for Lender to obtain information regarding such accounts directly from such financial institutions.

5.1.6        Additional Financial or Management Information; Right to Audit .

(a)          Borrower shall furnish Lender with such other additional financial or management information (including state and federal tax returns, if any) as may, from time to time, be reasonably required by Lender in form and substance satisfactory to Lender.

(b)          Borrower shall furnish Lender and its agents convenient facilities for the examination and audit of any such books and records.

(c)           Lender and its representatives shall have the right upon five (5) days’ prior written notice to examine and audit the records, books, management and other papers of Borrower, Parking Sub, and of any guarantor or indemnitor which reflect upon their financial condition and/or the income, expenses and operations of the Property, at the Property or at any office regularly maintained by Borrower or any guarantor or indemnitor where the books and records are located. Lender shall have the right upon reasonable prior notice to make copies and extracts from the foregoing records and other papers. Any such review undertaken in the absence of an Event of Default shall be at Lender’s expense.

5.1.7        Title to the Property . Borrower covenants to warrant and forever defend Lender and the Trustee under the Security Instrument and the Parking Parcels Security Instrument and their respective interests in the Property from and against all persons claiming any interest in the Property, subject to the Permitted Encumbrances (provided, however, that the foregoing exception shall not reduce Borrower’s obligation to comply with Section 5.3 if applicable to such Permitted Encumbrances).

5.1.8        Estoppel Statements .

(a)          Within ten (10) Business Days after a request by Lender, Borrower shall furnish an acknowledged written statement in form satisfactory to Lender (i) setting forth the amount of the Secured Indebtedness, (ii) stating either that no offsets or defenses exist against the Secured Indebtedness, or if any offsets or defenses are alleged to exist, their nature and extent, (iii) whether any Event of Default then exists under the Loan Documents, and (iv) any other matters as Lender may reasonably request (provided the same do not increase the cost to, or liability or obligation of, or decrease the rights of Borrower or Liable Party).

(b)          Borrower shall exercise reasonable efforts to obtain an deliver to Lender, upon request, estoppel certificates from each party under each of the REA, Sub-REA, Lot 4 Co-Ownership Agreement, and S-1 Lease addressing such matters pertaining thereto as Lender may reasonably request, provided that Borrower shall not be required to deliver such certificates more frequently than once in any 12-month period.

5.1.9        Leases and Other Agreements Affecting the Property .

(a)          Borrower shall perform all material obligations of landlord under any and all Leases. Without limitation, Borrower shall cause Parking Sub to perform all such obligations under Leases of the Parking Parcels. Borrower agrees to furnish Lender true, correct and complete executed copies of all future Leases.

(b)          Borrower shall not, without the prior written consent of Lender, (i) enter into or extend any Lease unless the Lease complies with the Leasing Guidelines which are attached hereto as Exhibit “B” , (provided that Lender shall not unreasonably withhold, condition or delay its approval of new Leases), or (ii) cancel or terminate any Leases except in the case of a default under the applicable Lease unless Borrower has entered into new Leases covering all of the premises of the Leases being terminated or surrendered (provided, however, that Borrower may otherwise terminate or accept surrender of Leases which comply with the Leasing Guidelines so long as the aggregate of all premises under Leases so terminated or surrendered in accordance with this parenthetical, and which premises have not been re-leased, does not exceed 7,500 square feet at any time), or (iii) modify or amend any Leases, or consent to any assignment or subletting with respect thereto, unless both the original Lease (and, if a modification or amendment, the Lease as modified) complies with the Leasing Guidelines, or (iv) accept payment of advance rents or security deposits in an amount in excess of one month's rent or (v) enter into any options granting a right to purchase the Property. Without Lender’s prior written consent, Parking Sub shall not enter into, modify or terminate any Lease with respect to the Parking Parcels.

Any requests for Lender's approval of a Lease or Lease amendment or other matter with respect to which Lender’s approval is required under this Section 5.1.9 shall be made in writing and shall include (w) a cover letter which states at the top of the letter in bold, capitalized letters the following: “PLEASE TAKE NOTICE. THIS IS A REQUEST FOR APPROVAL OF A LEASE [OR LEASE AMENDMENT] [OR OTHER MATTER/SPECIFY] FOR THE FIGat7TH LOAN IN LOS ANGELES, CALIFORNIA. YOU HAVE TEN (10) DAYS FROM THE DATE YOU RECEIVE THIS LETTER TO REVIEW AND APPROVE THE ACCOMPANYING LEASE [OR LEASE AMENDMENT] [OR OTHER MATTER/SPECIFY]. IF YOU DO NOT RESPOND WITHIN SUCH TEN (10) DAYS, YOU MAY BE DEEMED TO HAVE APPROVED THE LEASE [OR LEASE AMENDMENT] [OR OTHER MATTER/SPECIFY]", and (x) a copy of the proposed Lease or Lease amendment or documentation evidencing such other matter, along with such other information as may be reasonably necessary to evaluate Borrower’s request. Lender shall approve or disapprove such submitted Lease or Lease amendment within ten (10) days after receipt by Lender of such request and related documentation. If Lender shall fail to disapprove of any such submitted Lease or Lease amendment for which Lender's approval has been requested within such ten (10) day period, Borrower shall submit a second notice in writing to Lender (" Borrower's Second Notice ") which shall include (y) a cover letter which states at the top of the letter in bold, capitalized letters the following: "PLEASE TAKE NOTICE. THIS IS THE SECOND AND FINAL REQUEST FOR APPROVAL OF A LEASE [OR LEASE AMENDMENT][OR OTHER MATTER/SPECIFY] FOR THE FIGat7 ^TH LOAN IN LOS ANGELES, CALIFORNIA. IF YOU DO NOT RESPOND WITHIN FIVE (5) DAYS FROM THE DATE YOU RECEIVE THIS NOTICE, YOU WILL BE DEEMED TO HAVE APPROVED THE LEASE [OR LEASE AMENDMENT] [OR OTHER MATTER/SPECIFY]", and (z) a copy of the proposed Lease or Lease amendment, or documentation evidencing such other matter, along with such other information as may be reasonably necessary to evaluate Borrower’s request. If Lender shall fail to disapprove of any such submitted Lease or Lease amendment or other matter for which Lender's approval has been requested within such five (5) day period, Lender shall be conclusively deemed to have approved such submitted Lease or Lease amendment or other matter, provided, however, any deemed approval of Lender to a submitted Lease or Lease amendment or other matter shall be effective only if such Lease or Lease amendment or agreement reflecting such other matter is signed by both Borrower as landlord and the applicable tenant, (or, if such other matter is not the subject of such an agreement, such other matter is effected) within thirty (30) days of the date of the Borrower's Second Notice and such Lease or Lease amendment is made, or such other matter is effected, on terms that in all material respects are the same as were contained in the Lease or Lease amendment or documentation regarding such other matter submitted with Borrower's Second Notice. Any deemed approval of Lender to a submitted Lease or Lease amendment or other matter shall not constitute Lender's consent to any provision of such submitted Lease or Lease amendment or agreement reflecting such other matter and such deemed approval shall not obligate Lender to take any further action relating to such Lease or Lease amendment or other matter, including but not limited to issuing a subordination, nondisturbance and attornment agreement.

(c)          Each Lease affecting the Property entered into on or after the date hereof shall be absolutely subordinate to the lien of the Security Instrument and shall also contain a provision, satisfactory to Lender, to the effect that in the event of the judicial or non-judicial foreclosure of the Property, at the election of the acquiring foreclosure purchaser, the particular Lease shall not be terminated and the tenant shall attorn to the purchaser, and that if requested to do so, the tenant shall enter into a new Lease for the balance of the term upon the same terms and conditions. If Lender requests, Borrower shall cause a tenant or tenants to enter into subordination and attornment agreements or nondisturbance agreements with Lender on forms which have been approved by Lender. If Borrower requests, Lender shall enter into Lender’s standard form of subordination, non-disturbance and attornment agreement with any tenant whose Lease Lender has reviewed and approved in writing. (For avoidance of doubt, the immediately preceding sentence shall not apply to Leases which Lender has been deemed to approve in accordance with Provision 5.1.9(b) above.) Borrower shall pay Lender’s out-of-pocket costs and expenses incurred in connection with Lender’s grant of any nondisturbance agreement after the Execution Date.

(d)          Borrower covenants and agrees that all contracts and agreements relating to the Property and entered into after the Execution Date requiring the payment of leasing commissions, management fees or other similar compensation shall (i) provide that the obligation will not be enforceable against Lender (except as otherwise set forth in any agreement between Lender and the applicable counterparty), and (ii) be subordinate to the lien of the Security Instrument. Borrower will provide Lender with evidence of Borrower's compliance with this Section upon request. Lender acknowledges that certain Management and Leasing Agreement dated as of September 10, 2014 between Borrower and Brookfield Properties Management (CA) Inc.

5.1.10    Material Agreements . Borrower and Parking Sub each shall (a) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under each Material Agreement to which it is a party, and do all things necessary to preserve and to keep unimpaired its rights thereunder unless such failure to perform or observe is not reasonably expected to result in a material adverse effect on Borrower, Parking Sub or the Property, (b) promptly notify Lender in writing of the giving of any notice of any default by any party under any Material Agreement of which it is aware and (c) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the other party under each Material Agreement to which it is a party in a commercially reasonable manner unless such failure to enforce is not reasonably expected to result in a material adverse effect on Borrower, Parking Sub or the Property.

5.1.11    Performance by Borrower . Borrower and Parking Sub each shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document and the Environmental Indemnity to which it is a party.

5.1.12    Maintenance of the Property . Borrower, at its sole cost and expense, shall keep the Property in good order, condition and repair, and make all necessary structural and non-structural, ordinary and extraordinary repairs to the Property and the Improvements.

5.1.13    Use . Borrower shall use, or cause to be used, the Property continuously for the Use. Borrower shall not use, or permit the use of, the Property for any other use without the prior written consent of Lender. Neither Parking Sub nor Borrower shall file or record a declaration of condominium, master mortgage or deed of trust or any other similar document evidencing the imposition of a so-called “condominium regime” whether superior or subordinate to the Security Instrument or the Parking Parcels Security Instrument, and Borrower shall not permit any part of the Property to be converted to, or operated as, a “cooperative apartment house” whereby the tenants or occupants participate in the ownership, management or control of any part of the Property.

5.1.14    Escrow Deposits . Without limiting the effect of Section 3.1 and Section 6.1 , Borrower shall pay to Lender monthly on the same date that the monthly installment is payable under the Note, an amount equal to 1/12th of the amounts Lender reasonably estimates are necessary to pay the following, on an annualized basis, (1) all Impositions and (2) Premiums until such time each year as Borrower has deposited an amount equal to the annual charges for these items, and within 10 days after demand from time to time, Borrower shall pay to Lender any additional amounts necessary to pay the Premiums and Impositions. Except when escrow deposits for the same are not required hereunder, Borrower will furnish to Lender bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due for payment. No amounts paid as Impositions or Premiums shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender without any requirement to pay interest to Borrower on account of these funds. If an Event of Default occurs and is continuing, Lender shall have the right, at its election, to apply any amounts held under this Section in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited.

However, with respect to deposits of Premiums only, Borrower shall not be required to make these deposits unless (i) Borrower fails to deliver the required receipts or proof of insurance, as applicable, within 10 Business Days after written notice from Lender where Borrower shall have failed to furnish either of the following as and when specified: (A) draft form certificates of insurance satisfying the requirements of the Loan Documents or a letter from Borrower’s broker providing reasonable assurance that conforming replacement insurance will be timely obtained, which draft certificates or letter shall be delivered not later than 10 days before the dates on which any premiums would become delinquent or the date any required policy is scheduled to expire, or (B) certificates evidencing issuance and payment of premiums for the replacement insurance satisfying the requirements of the Loan Documents, which certificates shall be delivered at least one Business Day prior such scheduled expiration date, or (ii) there is an Event of Default, or (iii) Borrower no longer owns the Property (unless, in connection with estate planning transfers of title under Provision 8.1.2 (i)(a) herein, the successor borrower satisfies the BPY/BAM Ownership and Control Criteria), or (iv) there has been a change in Borrower or in the direct or indirect owners thereof, which change is not permitted under Article VIII hereof (unless Lender has consented in writing to such change (which consent Lender may grant or withhold in its sole discretion), and the BPY/BAM Ownership and Control Criteria remain satisfied, except only that the minimum percentage ownership requirement set forth in clause (iii) of the definition thereof need not be satisfied).

In addition, with respect to deposits of Impositions, Borrower shall not be required to make these deposits unless one or more of the conditions specified in clauses (ii), (iii) or (iv) of the preceding paragraph occurs.

5.1.15    Personal Property . Borrower will notify Lender of, and will protect and defend the Personal Property against all claims and demands of all persons at any time claiming any rights or interest in the Personal Property (except with respect to Permitted Encumbrances), and will protect, defend and indemnify Lender against, all claims and demands of all persons at any time claiming any rights or interest in the Personal Property. The Personal Property shall be used solely for the purpose of carrying on Borrower’s business.

5.1.16    Special Purpose Entity/Separateness .

(a)          Borrower covenants that it shall not, and that Parking Sub shall not: (i) engage in business other than owning, holding, leasing, managing, operating, maintaining, financing, selling, transferring or exchanging the Property, and in the case of Borrower also owning the Collateral and Controlling Parking Sub; (ii) acquire or own any material asset other than the Property and incidental personal property; (iii) maintain assets in a way difficult to segregate and identify, or commingle its assets with the assets of any other person or entity; (iv) fail to hold itself out to the public as a legal entity separate from any other; (v) to the extent cash flow at the Property is sufficient, fail to maintain capital sufficient for the conduct of its business (and Borrower represents that as of the date hereof Borrower has and reasonably expects to maintain capital sufficient for such purposes); (vi) fail to conduct business solely in its name or fail to maintain records, accounts or bank accounts separate from any other person or entity; (vii) file or consent to a petition pursuant to applicable bankruptcy, insolvency, liquidation or reorganization statutes, or make an assignment for the benefit of creditors without the unanimous consent of its partners or members, as applicable; (viii) incur additional indebtedness except for Permitted Indebtedness; (x) dissolve, liquidate, consolidate, merge or sell all or substantially all of its assets; or (xi) modify, amend or revise its organizational documents with respect to any matters that are the subject of this Provision 5.1.16(a) or in any other material respect. “ Special Purpose Entity ” means an entity satisfying the foregoing requirements. Borrower shall continue to be a Special Purpose Entity.

(b)          The Property shall continue to have “single asset real estate” status as defined by Section 101(51)(B) of the Bankruptcy Code.

(c)          The covenants set forth in this Section 5.1.16 shall survive for so long as any amount remains payable to Lender under this Agreement or any other Loan Document.

5.1.17    S-1 Lease Covenants .

(a)          Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Borrower as lessee under the S-1 Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the S-1 Lease).

(b)          If Borrower shall be in material default under the S-1 Lease, then, subject to the terms of the S-1 Lease, Lender, after reasonable advance notice to Borrower and Borrower failing to cure, shall have the right (but not the obligation) to cause any default or defaults under the S-1 Lease to be remedied and otherwise exercise any and all rights of Borrower under the S-1 Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, subject to the terms of the S-1 Lease, to prevent or to cure any such default.

(c)          The actions or payments of Lender to cure any default by Borrower under the S-1 Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Borrower under the S-1 Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Security Instrument and the Parking Parcels Security Instrument.

(d)          Borrower shall notify Lender promptly in writing of the occurrence of any default by S-1 Lessor or the receipt by Borrower of any notice (written or otherwise) from S-1 Lessor under the S-1 Lease noting or claiming the occurrence of any default by Borrower under the S-1 Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default.

(e)          Within ten (10) days after receipt of written demand by Lender, Borrower shall obtain (unless the S-1 Lessor is not an Affiliate of Borrower, in which case Borrower shall use commercially reasonable efforts to obtain) from S-1 Lessor and furnish to Lender, but not more than once in any 12-month period so long as no Event of Default has occurred and is then continuing, the estoppel certificate of S-1 Lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any.

(f)          Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under the S-1 Lease to the extent provided herein or permit Lender to take such other action permitted hereunder and required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Property.

(g)          Notwithstanding anything to the contrary contained in this Agreement with respect to the S-1 Lease:

(i)          The lien of the Security Instrument attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the Property.

(ii)         Borrower shall not, without Lender’s written consent, elect to treat the S-1 Lease as terminated under subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.

(iii)        As security for the Secured Indebtedness, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by S-1 Lessor of the S-1 Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the S-1 Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of S-1 Lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Secured Indebtedness shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the S-1 Lease as aforesaid shall be applied to all costs and expenses of Lender (including, without limitation, reasonable attorneys’ fees and costs) actually incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement.

(iv)        If, pursuant to subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the S-1 Lease, the amount of any damages caused by the nonperformance by S-1 Lessor of any of its obligations thereunder after the rejection by S-1 Lessor of the S-1 Lease under the Bankruptcy Code, then Borrower shall not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Borrower’s notice.

(v)         If any action, proceeding, motion or notice shall be commenced or filed in respect of S-1 Lessor of all or any part of the Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the Security Instrument.

Borrower shall promptly after obtaining knowledge of such filing notify Lender orally of any filing by or against S-1 Lessor of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition.

Section 5.2            Negative Covenants . From the date hereof until the Secured Indebtedness is paid in full, Borrower hereby covenants and agrees with Lender that:

5.2.1       Liens and Encumbrances . Subject to Borrower’s right to contest liens under Section 5.3 below, without the prior written consent of Lender, to be exercised in Lender's sole and absolute discretion, other than the Permitted Encumbrances, neither Borrower nor Parking Sub shall create, place or allow to remain any Liens and Encumbrances on the Property, including deeds of trust, mortgages, security interests, conditional sales, mechanic liens, tax liens or assessment liens regardless of whether or not they are subordinate to the lien created by the Security Instrument or the Parking Parcels Security Instrument. If any Liens and Encumbrances other than Permitted Encumbrances are recorded against the Property or any part of the Property, Borrower shall obtain a discharge and release of any such Liens and Encumbrances within thirty (30) days after receipt of notice of their existence, or such earlier time as is at least thirty (30) days prior to the foreclosure thereof. Without modifying the second reference to thirty (30) days in the preceding sentence, the first reference to thirty (30) days in said sentence shall be replaced by ninety-five (95) days only with respect to mechanics liens as to which both (i) no action has been commenced to foreclose the same, and (ii) individually and in the aggregate, the claimed amounts thereunder do not exceed $500,000 at any time.

5.2.2       Change in Business . Neither Borrower nor Parking Sub shall enter into any line of business other than the ownership and operation of the Property, and in the case of Borrower, ownership and management of Parking Sub.

5.2.3       Affiliate Transactions . Neither Borrower nor Parking Sub shall enter into, or be a party to, any transaction or agreement with an Affiliate of Borrower or Parking Sub or any of the partners of Borrower or Parking Sub except if such transaction or agreement (i) is in the ordinary course of business, (ii) is on terms which are materially no less favorable to Borrower, Parking Sub or such Affiliate than would be obtained in a comparable arm’s length transaction with an unrelated third party, and (iii) can be terminated on not more than 30 days’ notice without payment of any termination fee or similar consideration except to the extent that such notice, fee or consideration is customary in arms’-length contracts of the same type in the same market.

5.2.4       Zoning, Adjacent Development, REA . Without the prior written consent of Lender, neither Borrower nor Parking Sub shall (i) initiate or acquiesce in a change in the zoning classification of and/or restrictive covenants affecting the Property or seek any variance under existing zoning ordinances, (ii) use or permit the use of the Property in a manner which may result in the Use becoming a non-conforming use under applicable zoning ordinances, or (iii) subject the Property to restrictive covenants. Without the prior written consent of Lender, which will not be withheld unreasonably, neither Borrower nor Parking Sub shall amend or modify the REA, the Sub-REA, or the Lot 4 Co-Ownership Agreement. Borrower will not own, cause or consent to any development or use (and Borrower shall not suffer to occur any such development or use by any if its Affiliates) of retail space in excess of 200,000 square feet in the aggregate on any of the property that presently is subject to the REA, other than the portion of the Property comprised of Lot 3 of Tract No. 71804 as per Map recorded in Book 1379, Pages 42 through 48, in the office of the County Recorder of Los Angeles County.

5.2.5       Assets . Neither Borrower nor Parking Sub shall purchase or own any property other than the Property and any property necessary or incidental to the ownership and operation of the Property. Parking Sub shall not purchase or own any property other than the Parking Parcels and any property necessary or incidental to the ownership and operation of the Parking Parcels.

5.2.6       No Joint Assessment . Neither Borrower nor Parking Sub shall suffer, permit or initiate the joint assessment of the Property with any other real property constituting a tax lot separate from the Property.

5.2.7       Principal Place of Business; Chief Executive Office; Books and Records . Neither Borrower nor Parking Sub shall (i) change its name from its name as set forth herein or (ii) change its principal place of business from the address given for Borrower set forth in the introductory paragraph hereof without, in each instance, (A) giving Lender at least thirty (30) days’ prior written notice thereof and (B) taking all action required by Lender for the purpose of perfecting and/or protecting the Lien and security interest of Lender created pursuant to this Agreement and the other Loan Documents. At the request of Lender, Borrower and Parking Sub each shall execute a certificate in form reasonably satisfactory to Lender listing the trade names under which Borrower intends to operate the Property.

5.2.8       ERISA . Neither Borrower nor Parking Sub shall be reconstituted as a Plan or as an entity whose assets constitute “plan assets.”

5.2.9       Material Agreements . Neither Borrower nor Parking Sub shall, without Lender’s prior written consent, such consent not to be unreasonably withheld: (a) enter into any Material Agreement, (b) surrender or terminate any Material Agreement to which it is a party if the termination of such Material Agreement would reasonably be expected to result in a material adverse effect on Borrower, Parking Sub or the Property), (c) increase or consent to the increase of the amount of any fees or charges payable by Borrower under any Material Agreement, except for such increases as are expressly provided for therein, or (d) modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement if such modification, change, supplement, alteration, amendment or release is reasonable expected to result in a material adverse effect on Borrower, Parking Sub or the Property. Borrower will not enter into any Material Agreement that would cause the sum of all termination fees and similar consideration provided for under all Material Agreements then in effect to exceed $1,000,000.

5.2.10     Improvements . Borrower and Parking Sub shall abstain from, and not knowingly permit, the commission of physical waste to the Property. Neither Borrower nor Parking Sub shall remove or alter in any material manner, the structure or character of any Improvements (other than to comply with the Requirements) without the prior written consent of Lender, which consent will not be unreasonably withheld with respect to alterations to the plaza level that do not diminish rental income.

5.2.11     Personal Property . Neither Borrower nor Parking Sub shall remove the Personal Property without the prior written consent of Lender, except items of Personal Property which are consumed or worn out in ordinary usage which shall be promptly replaced by Borrower with other Personal Property of value equal to or greater than the value of the replaced Personal Property.

5.2.12     S-1 Lease Negative Covenants .

(a)          Borrower shall not, without Lender’s written consent, fail to exercise any option or right to renew or extend the term of the S-1 Lease in accordance with the terms of the S-1 Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document reasonably requested by Lender to evidence the Lien of the Security Instrument on such extended or renewed lease term; provided , however , Borrower shall not be required to exercise any such option or right to renew or extend to the extent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion) allowing Borrower to forego exercising such option or right to renew or extend. If Borrower shall fail to exercise any such option or right as aforesaid, Lender may exercise the option or right as Borrower’s agent and attorney-in-fact as provided above in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion.

(b)          Borrower shall not waive, excuse, condone or in any way release or discharge S-1 Lessor of or from S-1 Lessor’s obligations, covenants and/or conditions under the S-1 Lease without the prior written consent of Lender.

(c)          Borrower shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend the S-1 Lease. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications.

(d)          Neither Borrower nor Parking Sub shall acquire the S-1 Lessor’s interest in the S-1 Lease unless: (i) Borrower executes any and all documents or instruments which Lender may reasonably require to subject the fee interest to the lien of the Security Instrument; (ii) Borrower delivers to Lender, without any cost or expense to Lender, such endorsements to the Title Insurance Policies, hazard insurance endorsements or certificates and other similar materials as Lender may reasonably deem necessary at the time of the acquisition of the fee interest, all in form and substance reasonably satisfactory to Lender; and (iii) Borrower furnishes an opinion of counsel reasonably satisfactory to Lender with respect to such matters as Lender may reasonably request. Any acquisition of S-1 Lessor’s interest in the S-1 Lease by Borrower or Parking Sub shall be accomplished by Borrower in such a manner so as to avoid a merger of the interests of lessor and lessee in such S-1 Lease, unless consent to such merger is granted in writing by Lender.

Section 5.3           Right to Contest . Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition, to satisfy any lien, or to comply with any legal requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender apprised of the status of such contest, (iii) if Borrower is not providing security as provided in clause (v) below, adequate reserves, as reasonably determined by Lender (but in no event less than the amount of the security that would be required if clause (v) hereof were applicable thereto), with respect thereto are maintained on Borrower's books in accordance with GAAP or IFRS, (iv) unless such contest is in the form of a request for a refund of amounts previously paid, such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition or lien and such contest is maintained and prosecuted continuously and with diligence or, in the case of an Imposition or lien, such Imposition or lien is bonded (with the effect under applicable statute that the applicable Imposition or lien is lifted from the Property), and (v) in the case of Impositions and liens in excess of $500,000 individually, or in the aggregate, during such contest, Borrower shall provide security reasonably acceptable to Lender (which may include the deposit of such amount with Lender) in an amount equal to 110% of (A) the amount of Borrower's obligations being contested plus (B) any additional interest, charge or penalty arising (or reasonably likely to arise) from such contest; provided, that the required amount of such security or reserve shall be reduced by any cash deposit required by applicable law in connection with such contest, which deposit has been made by Borrower with the appropriate governmental authority. Notwithstanding any of the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested legal requirement or shall pay any contested Imposition or lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender's reasonable judgment, in imminent danger of being forfeited or lost or if, in Lender’s reasonable judgment, Lender is likely to be subject to civil or criminal damages, or other fines or penalties as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower's compliance with such contested Imposition, lien or legal requirement, as the case may be.

At such time as the applicable Imposition, lien or other legal requirement has been paid, complied with, or otherwise fully and finally adjudicated as not applicable to Borrower or the Property, or otherwise discharged and evidence of the same reasonably satisfactory to Lender has been provided to Lender, Borrower shall be entitled to a prompt return of any such security so deposited with Lender, less any costs and expenses of Lender incurred in connection therewith or with the underlying contest.

VI.          INSURANCE, CASUALTY AND CONDEMNATION

Section 6.1            Insurance .

6.1.1      Insurance Policies .

(a)          During the term of the Loan, Borrower shall maintain or cause to be maintained, insurance policies and certificates of insurance in types and amounts described below all of which must comply with those provisions set forth below ; provided that Borrower’s obligation to provide insurance policies (as opposed to certificates of insurance) shall be limited as set forth in Section 6.1.1(g) hereof. In no event shall such policies be terminated or otherwise allowed to lapse. Borrower shall be responsible for its own deductibles. Borrower shall also pay for any insurance, or any increase of policy limits, not described in this Section 6.1.1 which Borrower requires for its own protection or for compliance with government statutes. Borrower's insurance shall be primary and without contribution from any insurance procured by Lender including, without limitation, any insurance obtained by Lender pursuant to Section 6.1.1 (f) hereof.

Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Property (which for avoidance of doubt, includes the Parking Parcels) providing at least the following coverages:

(1)        comprehensive "All Risk" property insurance, including wind/hail and earthquake on the improvements and the personal property, in each case (A) in an amount equal to one hundred percent (100%) of the " Full Replacement Cost ," which shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation except flood, named storm, and earthquake may be sublimited; (B) that have no co-insurance provisions or contain an agreed amount endorsement with respect to the improvements and the personal property waiving all co-insurance provisions; (C) providing for no deductible in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) for all such insurance coverage save for flood, named storm, and earthquake which may have deductibles no greater than 5%, (D) containing an "Ordinance or Law Coverage" or "Enforcement" endorsement or its equivalent in amounts acceptable to Lender if any of the improvements or the use of the Property shall at any time constitute legal nonconforming structures or uses and (E) containing no margin clause unless approved by Lender. In addition, Borrower shall obtain: if any portion of the improvements is currently or at any time in the future located in a federally designated "special flood hazard area", flood hazard insurance in an amount of insurance which is available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as amended. In addition Difference in Conditions (DIC) insurance and/or excess insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of flood, in an amount as required by Lender, if Lender determines at any time that any part of the Property is located in Flood Zone A or V. (i); Additionally, “All Risk” insurance shall include coverage for Named Storm for properties located in a Tier 1 Wind Counties.

(2)         commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (A) to be on the so-called "occurrence" form with a limit of not less than Two Million and No/100 Dollars ($2,000,000.00) in the aggregate and One Million and No/100 Dollars ($1,000,000.00) per occurrence, (B) to continue at not less than the aforesaid limit unless required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations; (3) independent contractors; and (4) contractual liability for all insured contracts.

(3)         business income insurance (A) with loss payable to Lender in excess of the Materiality Threshold; (B) covering all risks required to be covered by the insurance provided for in provision 6.1.1(a)(1) above; (C) in an amount equal to one hundred percent (100%) of the projected gross income from the Property and including additional time to restore the Borrower’s gross income to the level that would have existed had no Casualty occurred for a period of twenty-four (24) months from the date of such Casualty (assuming such Casualty had not occurred) and notwithstanding that the policy may expire at the end of such period; and with an Extended Period of Indemnity (“ EPI ”) of 12 months.

(4)         at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the Property and Liability coverage forms do not otherwise apply, (A) owner controlled insurance program, contractor controlled insurance program, owner's contingent or protective liability insurance (or its equivalent) covering claims related to construction, repairs or alternations made which are not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in provision 6.1.1(a)(1) above written in a so-called builder's risk completed value form in amounts reasonably acceptable to Lender (1) on a non-reporting basis, (2) against all property risks insured against pursuant to this Section 6.1.1 , (3) including permission to occupy the Property, and (4) with an agreed amount endorsement waiving co-insurance provisions.

(5)         if applicable, Garage Keepers Liability insurance with limits of not less than $1,000,000.

(6)         if applicable, Workers’ Compensation insurance with respect to any employees of Borrower, as required by any Governmental Authority or Legal Requirement, and employer's liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease in the aggregate in respect of any work or operations on or about the Property, or in connection with the Property or its operations (if applicable).

(7)        boiler and machinery insurance or Equipment Breakdown Coverage, insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost of all equipment installed in, on or at the Improvements on terms consistent with the commercial property insurance policy required under provisions 6.1.1(a)(1) and (3) above;

(8) umbrella and/or excess liability insurance in an amount not less than Fifty Million and No/100 Dollars ($50,000,000.00) per occurrence on terms consistent with the commercial general liability insurance policy required under provision 6.1.1(a)(2) above;

(9)          if applicable, automobile liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of One Million and No/100 Dollars ($1,000,000.00);

(10)        if located in a seismic zone 3 or 4 (or equivalent as determined by the United States Geological Survey), insurance from or against all losses, damages, costs, expenses, claims and liabilities related to or arising from earthquake on such form of insurance policy and in such amount as required by Lender equal to the probable maximum loss of the Property (or, if a blanket policy is used, the probable maximum loss equal to the 475 year return period) and provided that the deductible for earthquake coverage shall not exceed the greater of (i) $250,000 or (ii) five percent (5%) of the Full Replacement Cost.

(11) Terrorism insurance for Certified Acts of Terrorism (as such terms are defined in TRIPRA) in an amount equal to the full replacement cost of the Property (plus twelve months of business interruption coverage). Borrower shall be required to carry insurance for Certified Acts of Terrorism throughout the term of the Loan as required by the preceding sentence. Notwithstanding the foregoing, if TRIPRA or subsequent extension, reauthorization of similar statute is no longer in effect, then Borrower shall only be required to obtain a policy insuring the Property with a policy limit sufficient to cover an amount equal to two times the Property’s pro rata share (based on the total insurable value) of all risk property and casualty premium per annum for the blanket policy during the then current insurance period (without giving effect to any costs attributed to terrorism insurance).

(12)        Notwithstanding anything to the contrary, with respect to insurance required to be maintained by Borrower pursuant to provision 6.1.1(a)(1) hereof, Liberty IC Casualty LLC (" Liberty ") shall be an acceptable insurer of perils of terrorism and acts of terrorism so long as (i) the policy issued by Liberty has (a) no aggregate limit and (b) a deductible of no greater than that as calculated pursuant to TRIPRA, (ii) other than the deductible, the portion of such insurance which is not reinsured by TRIPRA, is reinsured by an insurance carrier rated no less than "A" or better by S&P or “A2”or better by Moody’s or, for insurance companies that are not rated by S&P or Moody’s a general policy rating of “A-” or better and a financial class of “A:X” or better by A.M. Best Company, Inc. At Lender's sole discretion, coverage may be provided by an AM Best "Excellent" rated company with a financial size of "VIII", so long as the carriers below "X" do not make up more than 10% of the total Property insurance program and are not in the primary or first excess layer of coverage. Further, Borrower shall cause such re-insurance agreements to provide a cut-through endorsement acceptable to Lender, (iv) Liberty shall be licensed in the District of Columbia (iii) TRIPRA or a similar federal statute is in effect and provides that the federal government must reinsure that portion of any terrorism insurance claim above (a) the applicable deductible payable by Liberty and (b) those amounts which are reinsured pursuant to clause (ii) above, (iv) Liberty is not the subject of a bankruptcy or similar insolvency proceeding; (v) no Governmental Authority issues any statement, finding or decree that insurers of perils of terrorism similar to Liberty i.e., captive insurers arranged similar to Liberty) do not qualify for the payments or benefits of TRIPRA; (viii) the Insurance Premiums payable to Liberty shall be based on the current market conditions for such coverage and approved by the licensing state and (ix) the organizational documents of Liberty shall not be materially amended without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Liberty is providing insurance coverage (A) to other properties immediately adjacent to the Property, and/or (B) to other properties owned by a Person(s) who is not an Affiliate of Borrower, and such insurance is not subject to the same reinsurance and other requirements as set forth herein, then Lender may reasonably re-evaluate the limits and deductibles of the insurance required to be provided by Liberty hereunder. In the event any of the foregoing conditions are not satisfied, Liberty shall not be deemed an acceptable insurer of Terrorism Losses.

(b)          All insurance required in this Section 6.1.1 shall be obtained under valid and enforceable policies (collectively, the “ Policies ”). The insurance companies must be authorized to do business in New York State and the State and be approved by Lender. The insurance companies must have a general policy rating of A.M. Best “Excellent” or better and a financial class of X or better by A.M. Best. So called “Cut-through” endorsements shall not be permitted (except only as expressly stated above with respect to terrorism insurance provided by Liberty, if applicable). If there are any Securities (as defined in Section 12.01) issued with respect to this Loan which have been assigned a rating by a credit rating agency approved by Lender (a " Rating Agency "), the insurance company shall have a claims paying ability rating by such Rating Agency equal to or greater than the rating of the highest class of the Securities. Borrower shall deliver evidence satisfactory to Lender of payment of premiums due under the insurance policies once the same become due and payable. At Lender's sole discretion, coverage may be provided by an AM Best "Excellent" rated company with a financial size of "VIII", so long as the carriers below "X" do not make up more than 10% of the total Property insurance program and are not in the primary or first excess layer of coverage.

(c)          All Policies provided for or contemplated by this Section 6.1.1 shall contain a waiver of subrogation in favor of Lender and name Borrower as the insured and, except for the referenced in provision 6.1.1(a)(6) above, in the case of liability coverages, shall include Lender as the additional insured, as its interests may appear and in the case of property coverages, shall name Lender as the mortgagee and loss payee as its interests may appear.

(d)          If any policy referred to in this Section 6.1.1 is written on a blanket basis, a summary of locations and their insurable values shall be provided of those locations within a ¼ mile of the Property, as required by Lender. If the Property is located in an area for potential catastrophic loss Borrower shall provide Lender with a Natural Hazard Loss Analysis Report not less than once every three years. This report is to be completed by a recognized risk modeling company (e.g. RMS, EQE, AIR, etc.) approved by Lender.

(e)          All Policies provided for in this Section 6.1.1 shall contain clauses or endorsements to the effect that:

(1)        no act or negligence of Borrower, or anyone acting for Borrower, or of any tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(2)        the Policies shall not be materially changed (other than to increase the coverage provided thereby) or canceled without at least thirty (30) days’ notice to Lender and any other party included therein as an additional insured; and

(3)        Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder unless Lender so chooses to pay any Insurance Premiums that become payable prior to any proceeds distributed.

(f)          Subject to Section 6.1.1(g) as to when certificates of insurance may be delivered in lieu of complete insurance policies, Borrower shall be required during the term of the Loan to continue to provide Lender with original renewal policies or replacements of the insurance policies referenced in Subsection 6.1.1(a) . If Borrower fails to obtain or maintain insurance policies and coverages as required by this Section 6.1.1 (“ Required Insurance ”) then Lender shall have the right but shall not have the obligation immediately, to procure any Required Insurance at Borrower's cost.

(g)          If Certificates of Insurance, and applicable portions of the policies if requested, are provided in forms satisfactory to Lender, Lender will accept Certificates of Insurance evidencing insurance policies referenced in this Section 6.1.1 all of which must be satisfactory to Lender, instead of requiring the actual policies. Lender shall be provided with renewal Certificates of Insurance, or Binders, prior to each expiration. To the extent the Certificates of Insurance and applicable portions of the policies provided by Borrower are unacceptable to Lender, upon request, Borrower shall provide to Lender copies of the policies, and any endorsements thereto. Lender shall retain copies of such policies (as distinguished from Certificates of Insurance) confidential, provided that Lender may disclose the same: (a) to Lender’s Affiliates, Investors, participants, successors and/or assigns, (b) to any regulatory authority, rating agencies, auditors or governmental or quasi-governmental agencies having jurisdiction over Lender, and (c) as required by law, in the case that such policies must be disclosed pursuant to law. The failure of Borrower to maintain the insurance required under this Article VI shall not constitute a waiver of Borrower’s obligation to fulfill these requirements.

(h)          All binders, policies, endorsements, certificates, and cancellation notices are to be sent to the Lender's Address for Insurance Notification as set forth in the Defined Terms until changed by notice from Lender.

6.1.2       Adjustment of Claims . In the event of any damage, destruction or Condemnation, provided that no Event of Default or Impairment of the Security exists, then Borrower shall have the right to settle, adjust or compromise the applicable claims against either the insurer or the condemning authority (a) without Lender’s consent where the total loss is reasonably estimated by Lender to be equal to or less than the Materiality Threshold and (b) subject to the reasonable approval of Lender where the total loss is greater than the Materiality Threshold. In all other cases, Borrower hereby authorizes and empowers Lender to settle, adjust or compromise any claims for damage to, or loss or destruction of, all or a portion of the Property, regardless of whether there are Insurance Proceeds or Condemnation proceeds available or whether any such Insurance Proceeds or Condemnation proceeds, as applicable, are sufficient in amount to fully compensate for such damage, loss or destruction.

6.1.3       Assignment to Lender . The provisions of Sections 3.2 of the Security Instrument and of the Parking Parcels Security Instrument are hereby incorporated by reference into this Agreement to the same extent and with the same force as if fully set forth herein.

Section 6.2            Casualty and Condemnation .

6.2.1       Casualty .

(a)          Borrower shall give to Lender prompt written notice of any casualty to the Property whether or not required to be insured against, if Borrower’s reasonable estimate of the cost of the Restoration exceeds $1,000,000. The notice shall describe the nature and cause of the casualty and the extent of the damage to the Property. Borrower covenants and agrees to commence and diligently pursue to completion the Restoration.

(b)          Borrower assigns to Lender all Insurance Proceeds which Borrower is entitled to receive in connection with a casualty whether or not such insurance is required under this Agreement. In the event of any damage to or destruction of the Property, and provided (1) an Event of Default does not currently exist, and (2) Lender has reasonably determined that (i) there has not been an Impairment of the Security, and (ii) the repair, restoration and rebuilding of any portion of the Property that has been partially damaged or destroyed (the “ Restoration ”) can be accomplished in compliance with all applicable Requirements to substantially the same condition, character and general utility as nearly as possible to that existing prior to the casualty and at least equal in value as that existing prior to the casualty, the Net Insurance Proceeds shall be applied to the Cost of Restoration in accordance with the terms of this Article VI. In the event of any casualty with respect to which Lender reasonably estimates the cost of Restoration to exceed $4,000,000 (the “ Materiality Threshold ”) Lender shall hold and disburse the Insurance Proceeds less the actual out-of-pocket cost, if any, to Lender of recovering the Insurance Proceeds including, without limitation, reasonable attorneys' fees and expenses, and adjusters' fees (the “ Net Insurance Proceeds ”) to the Restoration. In the event of any damage or destruction of the Property with respect to which Lender reasonably estimates the cost of restoration to be equal to or less than the Materiality Threshold, Borrower shall be entitled to hold the Net Insurance Proceeds and apply the same to the Restoration, and any Net Insurance Proceeds remaining after completion of such Restoration shall be retained by Borrower.

(c)          If the Net Insurance Proceeds are to be used for the Restoration in accordance with this Article VI, and to the extent Lender is entitled to hold the Net Insurance Proceeds in accordance with the Loan Documents, Borrower shall comply with Lender’s Requirements For Restoration as set forth in Section 6.2.3 . Upon Borrower’s satisfaction and completion of the Requirements For Restoration and upon confirmation that there is no Event of Default then existing, Lender shall pay any remaining Restoration Funds then held by Lender to Borrower.

(d)          In the event that the conditions for Restoration set forth in this Section 6.2.1 have not been met, Lender may, at its option, apply the Net Insurance Proceeds to the reduction of the Secured Indebtedness in such order as Lender may determine (and without payment of any Prepayment Fee in connection with such application of Net Insurance Proceeds). After payment in full of the Secured Indebtedness, any remaining Restoration Funds shall be paid to Borrower.

6.2.2       Condemnation .

(a)          If the Property or any part of the Property is taken by reason of any Condemnation, Lender shall be entitled to all Condemnation Proceeds. Borrower shall give to Lender prompt written notice of any written notice received by Borrower regarding any pending or threatened Condemnation action. Claims with respect to any Condemnation shall be settled in accordance with Section 6.1.2 hereof.

(b)          Borrower assigns to Lender all Condemnation Proceeds which Borrower is entitled to receive. In the event of any Condemnation, and provided (1) an Event of Default does not currently exist, and (2) Lender has determined that (i) there has not been an Impairment of the Security, and (ii) the Restoration of any portion of the Property that has not been taken can be accomplished in compliance with all Requirements substantially to the same condition, character and general utility as nearly as possible to that existing prior to the taking and at least equal in value as that existing prior to the taking, then Borrower shall commence and diligently pursue to completion the Restoration, and the Net Condemnation Proceeds shall be applied to the cost of Restoration in accordance with the terms of this Article. In the event of any damage or destruction of the Property with respect to which Lender reasonably estimates the cost of restoration to exceed the Materiality Threshold, Lender shall hold and disburse the Net Condemnation Proceeds. In the event of any damage or destruction of the Property with respect to which Lender reasonably estimates the cost of restoration to be equal to or less than the Materiality Threshold, Borrower shall be entitled to hold the Net Condemnation Proceeds and apply the same to the Restoration.

(c)          In the event the Net Condemnation Proceeds are to be used for the Restoration, and to the extent Lender is entitled to hold the Net Condemnation Proceeds in accordance with this Section, Borrower shall comply with Lender’s Requirements For Restoration as set forth in Section 6.2.3 . Upon Borrower’s satisfaction and completion of the Requirements For Restoration and upon confirmation that there is no Event of Default then existing, Lender shall pay any remaining Restoration Funds then held by Lender to Borrower.

(d)          In the event that the conditions for Restoration set forth in this Section 6.2.2 have not been met, Lender may, at its option, apply the Net Condemnation Proceeds to the reduction of the Secured Indebtedness in such order as Lender may determine (and without payment of any Prepayment Fee in connection with such application of Net Condemnation Proceeds). After payment in full of the Secured Indebtedness, any remaining Restoration Funds shall be paid to Borrower.

6.2.3       Requirements For Restoration . Unless otherwise expressly agreed in a writing signed by Lender, the following are the “ Requirements For Restoration ” that are applicable for a Restoration that exceeds the Materiality Threshold:

(a)          If the Net Insurance Proceeds or Net Condemnation Proceeds are to be used for the Restoration, prior to the commencement of any Restoration work (the “ Work ”), Borrower shall provide Lender for its review and written approval (which approval will not be unreasonably withheld, conditioned or delayed): (i) complete plans and specifications for the Work, which (A) have been approved by all required governmental authorities, (B) have been approved by an architect or other professional with expertise in the applicable area, in either case reasonably satisfactory to Lender (the “ Architect ”) and (C) are accompanied by Architect's signed statement of the total estimated cost of the Work (the “ Approved Plans and Specifications ”); (ii) to the extent Lender is entitled to hold the Net Insurance Proceeds or Net Condemnation Proceeds in accordance with the Loan Documents, the amount of money which Lender reasonably determines will be sufficient when added to the Net Insurance Proceeds or Net Condemnation Proceeds to pay the entire cost of the Restoration (collectively referred to as the “ Restoration Funds ”); (iii) evidence that the Approved Plans and Specifications and the Work are in compliance with applicable Requirements; (iv) an executed contract for construction with a contractor reasonably satisfactory to Lender (the “ Contractor ”) in a form approved by Lender in writing (which approval will not be unreasonably withheld, conditioned or delayed); and (v) a surety bond or other protection acceptable to Lender in Lender’s sole discretion. In the event a surety bond is provided, such bond shall be reasonably satisfactory to Lender in form and amount and shall be signed by a surety reasonably acceptable to Lender.

(b)          Borrower shall not commence the Work, other than temporary work to protect the Property or prevent interference with business, until Borrower shall have complied with the requirements of subsection (a) of this Section 6.2.3 . So long as there does not currently exist an Event of Default and the following conditions have been complied with or, in Lender’s reasonable discretion, waived, Lender shall disburse the Restoration Funds in increments to Borrower, from time to time as the Work progresses:

(i)          Architect shall supervise the Work to confirm compliance with the Approved Plans and Specifications.

(ii)         Lender shall disburse the Restoration Funds directly or through escrow with a title company selected by Borrower and approved by Lender, upon not less than ten (10) days’ prior written notice from Borrower to Lender and Borrower’s delivery to Lender of (A) Borrower’s written request for payment (a “ Request for Payment ”) accompanied by a certificate by Architect in a form reasonably satisfactory to Lender which states that (a) all of the Work completed to that date has been completed in substantial compliance with the Approved Plans and Specifications and in accordance with applicable Requirements, (b) the amount requested has been paid or is then due and payable and is properly a part of the cost of the Work, and (c) when added to all sums previously paid by Lender, the requested amount does not exceed the value of the Work completed to the date of such certificate; and (B) evidence reasonably satisfactory to Lender that the balance of the Restoration Funds remaining after making the payments shall be sufficient to pay the balance of the cost of the Work. Each Request for Payment shall be accompanied by (x) waivers of liens covering that part of the Work previously paid for (except where no lien right exists because of the nature of the work), if any (y) a title search or by other evidence reasonably satisfactory to Lender that no mechanic’s or materialmen’s liens or other similar liens for labor or materials supplied in connection with the Work have been filed against the Property and not discharged of record (unless the same are being contested in compliance with Section 5.3) , and (z) an endorsement to the Title Insurance Policies, as applicable, insuring that no encumbrance exists on or affects the Property other than the Permitted Encumbrances.

(iii)        The final Request for Payment shall be accompanied by (i) a final certificate of occupancy (or a temporary certificate of occupancy if all conditions thereto are satisfactory to Lender in its reasonable discretion) or other evidence of approval of appropriate Governmental Authorities for the use and occupancy of the Improvements, (ii) evidence that the Restoration has been completed in accordance with the Approved Plans and Specifications and all Requirements, (iii) evidence that the costs of the Restoration have been paid in full, and (iv) evidence that no mechanic’s or similar liens for labor or material supplied in connection with the Restoration are outstanding against the Property (or, if they are, that the same are being contested in compliance with this Section 5.3 hereof), including final waivers of liens covering all of the Work (except for those liens being contested in compliance with Section 5.3 hereof) and an endorsement to the Title Insurance Policies as applicable insuring that no encumbrance exists on or affects the Property other than the Permitted Encumbrances.

(c)          If (i) within ninety (90) days after days after the occurrence of any damage, destruction or condemnation, with respect to which Lender reasonably estimates the cost of Restoration to exceed the Materiality Threshold, Borrower fails to submit to Lender and receive Lender's approval of plans and specifications or fails to deposit with Lender the additional amount necessary to accomplish the Restoration as provided in subparagraph (a) above (provided that if Borrower is unable to submit the plans and specification within such 90 day period, Borrower shall have such period of time as is reasonably required to provide the same, so long as Borrower has promptly commenced and pursues with diligence the completion and delivery of such plans and specifications), or (ii) after such plans and specifications are approved by all such governmental authorities and Lender, Borrower fails to commence promptly or diligently continue to completion the Restoration, or (iii) unless the same are being contested in compliance with Section 5.3 , Borrower becomes delinquent in payment to mechanics, materialmen or others for the costs incurred in connection with the Restoration for any reason other than Lender’s failure to disburse Net Proceeds in accordance with this Agreement, or (iv) there exists an Event of Default, then, in addition to all of the rights herein set forth and after ten (10) days’ written notice of the non-fulfillment of one or more of these conditions, Lender may apply the Restoration Funds to reduce the Secured Indebtedness in such order as Lender may determine, and at Lender’s option and in its sole discretion, Lender may declare the Secured Indebtedness immediately due and payable together with the Prepayment Fee.

VII.        PROPERTY MANAGEMENT; leasing agreements

Section 7.1            The Management Agreement . Borrower shall use diligent efforts to cause Manager to manage the Property in all material respects in accordance with the Management Agreement. Borrower shall (i) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed and (ii) promptly notify Lender of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed. If Borrower defaults in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, the Environmental Indemnity or the Guaranty, if any, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Lender shall have the right upon prior written notice to Borrower and Borrower failing to cure such default, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

Section 7.2            Prohibition Against Termination or Modification . Borrower shall not surrender, terminate, cancel, modify, renew or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement (other than to an Affiliate of Borrower), in each case without the express consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed). If at any time Lender consents to the appointment of a new manager, such manager and Borrower shall, as a condition of Lender’s consent, execute an assignment and subordination of management agreement in the form then used by Lender.

Section 7.3            Replacement of Manager . Lender shall have the right, in its sole discretion, to require Borrower to replace the Manager upon prior notice with a Person reasonably approved by Lender upon the occurrence of any one or more of the following events: (i) at any time following the occurrence and continuance of an Event of Default and/or (ii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding (unless within sixty (60) days after the happening of any such event, any such proceeding shall have been stayed, vacated or dismissed).

Section 7.4            Leasing Agreements . Borrower will deliver to Lender copies of any exclusive listing agreements pertaining to leasing at the Property promptly after execution of the same.

VIII.       CHANGE IN OWNERSHIP, PROHIBITION ON ADDITIONAL FINANCING AND ADDITIONAL OBLIGATIONS

Section 8.1            Transfers of the Property and Interests in Borrower .

8.1.1       Transfers . Borrower shall not cause or permit: (i) the Property or any direct or indirect interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any transfer, assignment or conveyance of any direct or indirect interest in Borrower or in any of Borrower’s Constituents; or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Borrower or any of Borrower’s Constituents, including, without limitation, any conversion of Borrower or Parking Sub from one form of entity to another; or (iv) any amendment, supplement, restatement or change of any kind with respect to any certificate of formation, operating agreement, or other organizational or governing document of Parking Sub, in each case which would have the result that, after foreclosure under the Pledge Agreement, Lender would not have acquired through such foreclosure exclusive ownership of 100% of all voting, management, control, beneficial and economic rights and interests in and to Parking Sub, which change is not entirely undone promptly after written request by Lender with no loss of rights by Lender; (v) any other condition or event caused by Borrower or any Affiliate of Borrower after which Borrower does not own (or the Collateral does not include) exclusive ownership of 100% of all voting, management, control, beneficial and economic rights and interests in and to Parking Sub; (vi) any other condition or event when or after which Parking Sub does not own exclusive fee simple title to the Parking Parcels, subject to Permitted Encumbrances; or (vii) the acquisition by Borrower, Parking Sub or any Affiliate of any interest in the Parking Parcels superior to the interest that Parking Sub holds as of the Execution Date. “ Transfer ” means any Basic Transfer or any Parking Sub Transfer. “ Basic Transfer ” means any of the matters described in clauses (i) through (iii) above. “ Parking Sub Transfer ” means any of the matters described in clauses (iv) through (vii) above. Without limitation, pursuant to clause (i) above, any extinguishment or termination of the S-1 Lease (whether by foreclosure of any lien or otherwise) shall constitute a Transfer, except only a termination of the S-1 Lease that occurs when, without violation of the Loan Documents, the Target Lease is terminated.

8.1.2      Certain Permitted Basic Transfers . Subject to satisfaction of the General Transfer Requirements, the foregoing prohibitions on Transfers shall not be applicable to:

(i)           (a) Basic Transfers of ownership as a result of the death, or in connection with estate planning, of a natural person to a spouse, son or daughter or descendant of either, or to a stepson or stepdaughter or descendant of either, provided that in all cases the BPY/BAM Ownership and Control Criteria shall be satisfied, (b) granting of leasehold estates pursuant to Leases executed in accordance with the loan documents, and (c) dispositions of obsolete personal property that is replaced with property of substantially equivalent value and utility.

(ii)         Basic Transfers of direct or indirect ownership interests in Liable Party or in Borrower (including without limitation Basic Transfers of shares by so-called “accommodation shareholders” in REITS), in one or more transactions, so long as after giving effect to the Basic Transfers, the BPY/BAM Ownership and Control Criteria shall be satisfied.

(iii)        The issuance, exchange, redemption or other Basic Transfer of common, preferred or other beneficial ownership interests in BPY or BAM, whether through the New York Stock Exchange, the NASDAQ national market, or other national or international exchange or otherwise.

Each of the Transfers permitted above shall further be subject to the following conditions: (a) after giving effect to the Transfer, the entity that comprises the Borrower shall continue to be able to make the representations and warranties set forth in Sections 4.1.5 , 4.1.25 , 4.1.28 and 4.1.29 of this Agreement, and Borrower shall furnish to Lender such information as Lender reasonably requests in order for Lender to conduct due diligence, satisfactory to Lender, with respect to OFAC, (b) Borrower shall pay all actual out-of-pocket costs and expenses incurred by Lender in connection with the Transfer, including reasonable attorneys’ fees and costs, and (c) with respect to any Transfer pursuant to clause (ii) , Lender shall receive written notice thereof not later than thirty (30) days after to such transfer, and (d) Lender shall be satisfied that such Transfer shall occur in all respects in compliance with the S-1 Lease and that no default under or surrender or termination of the S-1 Lease shall occur as a result of such Transfer (the foregoing conditions in clauses (a) through (d) , inclusive, shall constitute and be referred to collectively as the “ General Transfer Requirements ”). Any Transfer pursuant to and in accordance with this provision will not relieve Borrower of its obligations under the Note or any other Loan Documents or the Environmental Indemnity, or Liable Party of its obligations under the Guaranty.

“ BPY/BAM Ownership and Control Criteria ” will be deemed satisfied only if (i) BPY and/or BAM owns such entity interests as are sufficient to confer and maintain Structural Control of Liable Party, and BPY and/or BAM possesses Specially Defined Control and Structural Control of Liable Party, and (ii) Liable Party owns such entity interests as are sufficient to confer and maintain Structural Control of Borrower and Parking Sub, and Liable Party possesses Specially Defined Control and Structural Control of Borrower and Parking Sub, and (iii) BPY and/or BAM owns, directly or indirectly (including through funds controlled by BPY and/or BAM), at least twenty-five (25%) percent of the ownership interests in Borrower.

“ Specially Defined Control ” means, as to any Person (the “ Subject Person ”), the possession by another Person (the “ Controlling Person ”) of the legal right and ability, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise (including, if such offices confer such rights, by being a managing member, general partner, officer or director of the Subject Person) to both (A) direct or cause the direction of the management, policies, business and affairs of the Subject Person, and (B) conduct (or cause the conduct of) the day to day business operations of the Subject Person, in each case, if applicable, subject to the rights of third-party investors to approve or consent to major decisions customarily required by institutional investors, so long as such consent or approval rights do not prevent BPY and/or BAM from continuing to maintain and operate the property in the manner maintained and operated prior to the Transfer in which such consent or approval rights were acquired.

“ Structural Control ” means that the Controlling Person in question has ownership and control of voting securities or contract rights sufficient to maintain Specially Defined Control over the Subject Person, and that such Controlling Person cannot be removed or otherwise lose such ownership or control by the actions of one or more of the other holders of voting securities and applicable contract rights, other than removal for bad faith actions or bad faith omissions of such Controlling Person.

8.1.3       One-Time Right to Transfer . In addition to the foregoing permitted Basic Transfers, Borrower shall have a one-time right to Transfer the Property, subject to the following conditions: (i) there shall be no Event of Default at the time of the Transfer, (ii) Lender in its reasonable discretion shall have approved the transferee’s identity, financial statements and condition, credit history, experience, and past dealings with Lender, (iii) the transferee shall be able to make the ERISA and OFAC representations set forth in the Loan Documents, (iv) the debt yield based on the net operating income, in the opinion of Lender, derived from the Property shall be no less than 8.7% (net operating income divided by outstanding Loan amount), (v) the loan-to-value ratio of the Property at the time of the Transfer shall not be greater than 60% pursuant to an MAI appraisal by an appraiser retained by Lender, (vi) Borrower or the transferee shall pay a fee equal to 0.25% of the outstanding principal balance of the Note at the time of the assumption, (vii) the transferee shall expressly assume the Loan Documents and the Environmental Indemnity Agreement in a manner satisfactory to Lender and an additional Liable Party acceptable to Lender shall execute the Guaranty with respect to recourse events arising or occurring from and after the date of the Transfer and with respect to the Environmental Indemnity as to events or circumstances arising or occurring before and after the date of the Transfer, which additional Liable Party must have (in the aggregate if more than one) a net worth of not less than $60,000,000 independent of its interest in the Property, (viii) the transferee or its sponsor must have a net worth not less than $100,00,000 independent of its interest in the Property, (ix) the transferee or its sponsor must be experienced in the ownership, management and leasing of properties similar to the Property, (x) Lender shall receive such documents and instruments as Lender shall require in order that Lender shall have a first-priority deed of trust on the Parking Parcels or a first-lien security interest in all equity and voting rights in the owner of the Parking Parcels, in all respects satisfactory to Lender in its sole discretion, (xi) Lender shall be satisfied that such Transfer shall occur in all respects in compliance with the S-1 Lease and that no default under or surrender or termination of the S-1 Lease shall occur as a result of such Transfer, (xii) Borrower or transferee shall pay all costs and expenses incurred by Lender in connection with the Transfer, including title insurance premiums, documentation costs and reasonable attorneys’ fees, and (xi) if the Loan has been securitized, Lender shall have received confirmation that the assumption of the Loan by the transferee will not result in an adverse change in the rating of the Securities by the Rating Agency. No Transfer shall release Borrower or Liable Party from their obligations under the Loan Documents, the Environmental Indemnity or the Guaranty with respect to events arising or occurring prior to the date of Transfer (but such parties shall otherwise be released for matters arising on or after such Transfer). If all of the requirements set forth above are satisfied other than the debt yield requirement under clause (iv) and/or the loan-to value ratio requirement under clause (v) , then Borrower shall have the right to satisfy those requirements at the time of the Transfer either (a) by prepaying a portion of the principal balance of the Loan sufficient that such requirements are satisfied, provided that such Transfer and prepayment occurs on or after March 1, 2020 and together with such prepayment Borrower also pays the applicable Prepayment Fee, prorated based on the amount of the partial prepayment (but in any event such fee shall not be less than 1.00% of the amount being prepaid), or (b) by delivering to Lender good funds in an amount equal to such prepayment amount (but not including the prorated Prepayment Fee) and executing and delivering to Lender such documents as Lender may require to create and perfect in favor of Lender a first-priority security interest in such funds and to authorize Lender to hold the same as additional security for all obligations under the Loan Documents until the Secured Indebtedness is paid in full.

Section 8.2            Prohibition on Additional Financing . Borrower shall not incur or permit the incurring of (a) any financing in addition to the Loan (other than Permitted Equipment Financing) that is secured by a lien, security interest or other encumbrance of any part of the Property (including any loan or financing which is repaid by assessments or other taxes related to the Property including without limitation any Property-Assessed Clean Energy loan) or (b) any pledge, security interest, or other encumbrance of a partnership, member, shareholder or beneficial interest or other direct or indirect interest which Liable Party or any subsidiary thereof holds in Borrower, or which Borrower holds in Parking Sub (collectively “ Secondary Financing ”). Notwithstanding the foregoing, pledges of indirect interests in Borrower shall not be prohibited if (i) a foreclosure, enforcement or other realization of such pledge would not violate the provisions of Section 8.1 hereof, and (ii) such pledge is not a pledge of a direct interest in Borrower or Parking Sub or of Borrower’s direct member or members.

Section 8.3            Restrictions on Additional Obligations . During the term of the Loan, Parking Sub shall not, without the prior written consent of Lender, become liable with respect to any indebtedness or other obligation except for (a) Leases to the Community Redevelopment Agency of the City of Los Angeles, California existing as of the Execution Date, and (b) other liabilities incurred in the ordinary course of owning and operating the Parking Parcels, including trade payables incurred in the ordinary course of business of owning and operating the Property (provided that such indebtedness is paid within 90 days of when due) and taxes not yet due and payable, and (c) Permitted Equipment Financing (as defined below). During the term of the Loan, Borrower shall not, without the prior written consent of Lender, become liable with respect to any indebtedness or other obligation except for (i) the Loan, (ii) Leases existing as of the Execution Date or entered into in the ordinary course of owning and operating the Property for the Use and in accordance with Section 5.1.9 hereof (including tenant improvement allowances and tenant improvements with respect thereto), (iii) other liabilities incurred in the ordinary course of owning and operating the Property for the Use, including trade payables incurred in the ordinary course of business of owning and operating the Property (provided that such indebtedness is paid within 90 days of when due) and taxes not yet due and payable, (iv) liabilities or indebtedness disclosed in writing to and approved by Lender on or before the Execution Date, and (v) any other single item of indebtedness or liability (including equipment financing or capital leasing) which does not exceed $200,000 or, when aggregated with other items of indebtedness or liabilities of Borrower and Parking Sub (including equipment financing and capital leasing), does not exceed $400,000 (the equipment financing and capital leasing permitted pursuant to this clause (v) may be referred to as “ Permitted Equipment Financing ”, and the matters described in the foregoing clauses (a), (b), (c) and (i) through and including (v), collectively, the “ Permitted Indebtedness ”). Anything to the contrary notwithstanding, except for the Secured Indebtedness, “Permitted Indebtedness” shall not include any debt for borrowed money, including any debt evidenced by a note, nor any liability or indebtedness that is secured by any interest in any of Parking Sub, Borrower, or the Property except only Permitted Encumbrances.

Section 8.4            Statements Regarding Ownership .

8.4.1       Borrower represents that as of the date hereof, the BPY/BAM Ownership and Control Criteria are satisfied. Borrower covenants that, notwithstanding anything to the contrary herein or in any other Loan Document, the Unsecured Indemnity or the Guaranty, except only after the occurrence of Transfer under Section 8.1.3 above, the BPY/BAM Ownership and Control Criteria at all times shall remain satisfied until the Loan has been fully and indefeasibly repaid.

8.4.2       Borrower agrees to submit or cause to be submitted to Lender within ten (10) days after any written request by Lender (but not more often than twice in any twelve month period), a certificate prepared by counsel and signed by Borrower stating that the BPY/BAM Ownership and Control Criteria are satisfied (or if not, stating that they are not), and briefly stating the material facts as to each entity in the chain of ownership between BPY and/or BAM and Borrower that are relevant to such conclusion. The level of detail in such certificate shall be substantially similar to the detail in the certificate with respect to the foregoing accepted by Lender in connection with the closing of the Loan.

8.4.3       Within ten (10) days after any written request by Lender, Borrower shall, subject to any limitations imposed by Provision 8.4.5 , provide to Lender organizational documents for any of Borrower’s Constituents, to the extent Lender reasonably determines that such organizational documents are required to comply with law or to verify compliance with law (including, without limitation, the U.S. Patriot Act and limitations and requirements imposed by the U.S. Treasury Office of Foreign Assets Control).

8.4.4       Further, within ten (10) days after any written request by Lender, Borrower shall, subject to any limitations imposed by Provision 8.4.5 , provide to Lender organizational documents for any of Borrower’s Constituents if: (i) the certificate described in this Section 8.4 is not delivered as and when required hereunder, or (ii) upon review of such certificate, Lender has reasonable questions regarding the ownership and control of Borrower or Liable Party, and such organizational documents are reasonably required to verify that no Transfer or change in control has occurred in violation of this Agreement; provided that in connection with the foregoing, so long as BPY and/or BAM retains Specially Defined Control of Borrower, Parking Sub and Liable Party, Lender shall not be entitled to receive organizational documents for any of Borrower’s Constituents which are Excluded Constituents or are not Affiliates of BPY and/or BAM (and for purposes hereof “Affiliates” shall include any entities in which BPY and/or BAM directly or indirectly owns an equity interest or a non-equity managing interest).