Brookfield DTLA Fund Office Trust Investor Inc. (Form: 10-K, Received: 03/20/2017 17:23:20)

Executive

Officer

Since

Edward F. Beisner

Chief Financial Officer of Brookfield DTLA and

Senior Vice President and Controller,

U.S. Commercial Operations of BPO

Paul L. Schulman

President of Brookfield DTLA and

President and Chief Operating Officer,

U.S. Commercial Operations of BPO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to __________________

Commission File Number: 001-36135

________________________

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

(Exact name of registrant as specified in its charter)



Maryland		46-2616226
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

250 Vesey Street, 15th Floor New York, NY		10281
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 417-7000

________________________



Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Name of each exchange on which registered
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share		New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None ________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the registrant’s common equity held by non-affiliates as of June 30, 2016 was $0.

As of March 17, 2017 , 100% of the registrant’s common stock (all of which is privately owned and is not traded on any public market) was held by Brookfield DTLA Holdings LLC.

DOCUMENTS INCORPORATED BY REFERENCE

None.

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2016

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		Page
	PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	5
Item 1B.	Unresolved Staff Comments.	23
Item 2.	Properties.	23
Item 3.	Legal Proceedings.	28
Item 4.	Mine Safety Disclosures.	31

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	32
Item 6.	Selected Financial Data.	33
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	59
Item 8.	Financial Statements and Supplementary Data.	60
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	101
Item 9A.	Controls and Procedures.	101
Item 9B.	Other Information.	101

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	102
Item 11.	Executive Compensation.	107
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	108
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	109
Item 14.	Principal Accounting Fees and Services.	111

	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	112
Item 16.	Form 10-K Summary.	121
Signatures		122

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PART I


Item 1.	Business.

Our Company

As used in this Annual Report on Form 10-K, unless the context requires otherwise, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to Brookfield DTLA Fund Office Trust Investor Inc.

Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or the “Company”) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended (the “Merger Agreement”), and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the “Series A preferred stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, “MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC (“Brookfield DTLA Holdings”), a Delaware limited liability company and an indirect partially-owned subsidiary of Brookfield Office Properties Inc., a corporation incorporated under the Laws of Canada (“BPO”).

Brookfield DTLA owns BOA Plaza, EY Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower and 777 Tower, each of which is a Class A office property located in the Los Angeles Central Business District (the “LACBD”).

Brookfield DTLA has elected to be taxed as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts and intends to conduct its operations so as to continue to qualify as a REIT. Accordingly, Brookfield DTLA is not subject to U.S. federal income tax, provided that it continues to qualify as a REIT and distributions to its stockholders, if any, generally equal or exceed its taxable income. Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to both federal and state income taxes.

Brookfield DTLA receives its income primarily from rental income (including tenant reimbursements) generated from the operations of its office and retail properties, and to a lesser extent, from its parking garages.

Corporate Strategy

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Competition

Brookfield DTLA competes in the leasing of office space with a number of other real estate companies.

Principal factors of competition in our primary business of owning and operating office properties are: the quality of properties, leasing terms (including rent and other charges and allowances for tenant improvements), attractiveness and convenience of location, the quality and breadth of tenant services provided, and reputation as an owner and operator of quality office properties in the LACBD. Additionally, our ability to compete depends upon, among other factors, trends in the national and local economies, investment alternatives, financial condition and operating results of current and prospective tenants, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends.

Segment, Geographical and Tenant Concentration Information

Segment Information —

Brookfield DTLA operates in a single reportable segment referred to as its office segment, which includes the operation and management of commercial office properties. Each of Brookfield DTLA’s operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. Management does not distinguish or group Brookfield DTLA’s consolidated operations based on geography, size or type. Brookfield DTLA’s operating properties have similar economic characteristics and provide similar products and services to tenants. As a result, Brookfield DTLA’s operating properties are aggregated into a single reportable segment.

Geographical Information —

All of Brookfield DTLA’s business is conducted in the United States, and it does not derive any revenue from foreign sources.

Tenant Concentration Information —

Brookfield DTLA’s properties are typically leased to high credit-rated tenants for terms ranging from five to ten years, although we also enter into some short-term as well as longer-term leases. As our entire portfolio is located in the LACBD, any specific economic changes within that location could affect our tenant base, and by extension, our profitability.

A significant portion of Brookfield DTLA’s rental income and tenant reimbursements revenue is generated by a small number of tenants. No tenant accounted for more than 10% of our consolidated rental income and tenant reimbursements revenue during the year ended December 31, 2016 .

During the year ended December 31, 2016 , EY Plaza, BOA Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower and 777 Tower each contributed more than 10% of Brookfield DTLA’s consolidated revenue. The revenue generated by these six properties totaled 100% of Brookfield DTLA’s consolidated revenue during the year ended December 31, 2016 .

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Government and Environmental Regulations

Brookfield DTLA’s office properties are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that each of our properties has the necessary permits and approvals to operate its business.

Our properties must comply with Title III of the Americans with Disabilities Act of 1990 (the “ADA”) to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA, and we continue to make capital expenditures to address the requirements of the ADA. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we continue to assess our properties and to make alterations as appropriate in this respect.

Some of our properties contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. These operations create a potential for the release of petroleum products or other hazardous or toxic substances. Also, some of our properties contain asbestos-containing building materials (“ACBM”). Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. These laws may also allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. We can make no assurance that costs of future environmental compliance will not affect our ability to make distributions to our stockholders or that such costs or other remedial measures will not have a material adverse effect on our business, financial condition or results of operations. None of our recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations.

From time to time, the U.S. Environmental Protection Agency (“EPA”) designates certain sites affected by hazardous substances as “Superfund” sites pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). Superfund sites can cover large areas, affecting many different parcels of land. The EPA identifies parties who are considered to be potentially responsible for the hazardous substances at Superfund sites and makes them liable for the costs of responding to the hazardous substances. The parcel of land on which Glendale Center (a property that was disposed of by MPG during 2012) is located lies within a large Superfund site. The site was designated as a Superfund site because the groundwater beneath the site is contaminated. We have not been named, and do not expect to be named, as a potentially responsible party for the site. If we were named, we would likely be required to enter into a de minimis settlement with the EPA and pay nominal damages.

Independent environmental consultants have conducted Phase I or other environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations.

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Insurance

To the extent an act or acts of terrorism produce losses in excess of the limits in place, the resulting loss could have a material adverse effect on Brookfield DTLA’s consolidated financial statements. Brookfield DTLA is in compliance with the contractual obligations regarding terrorism insurance contained in such policies. See Item 1A. “Risk Factors—Our insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates, which could adversely affect our financial condition and results of operations.”

Employees

As of December 31, 2016 , Brookfield DTLA had no employees. The operations of Brookfield DTLA are managed by employees of BPO.

Corporate Offices

BPO owns the building in which Brookfield DTLA’s operations are managed: 250 Vesey Street, New York, NY 10281, telephone number 212-417-7000. Brookfield DTLA believes that BPO’s current facilities are adequate for Brookfield DTLA’s present needs.

Available Information

Brookfield DTLA files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements (if any), Information Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the U.S. Securities and Exchange Commission (the “SEC”). The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy details and other information regarding issuers that file electronically with the SEC at www.sec.gov . We have included the web address of the SEC as an inactive textual reference only. Except as specifically incorporated by reference into this document, information on this website is not part of this document. Stockholders may also obtain a copy of our Annual Report on Form 10-K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8-K, Proxy Statements (if any), Information Statements and amendments to those reports by sending a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

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Item 1A.	Risk Factors.

Factors That May Affect Future Results

(Cautionary Statement Under the Private Securities Litigation Reform Act of 1995)

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 (as set forth in Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.”

Although Brookfield DTLA believes that its anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond its control, which may cause Brookfield DTLA’s actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to:


•	Risks generally incident to the ownership of real property, including the ability to retain tenants and rent space upon lease expirations, the financial condition and solvency of our tenants, the relative illiquidity of real estate and changes in real estate taxes, regulatory compliance costs and other operating expenses;


•	Risks associated with the Downtown Los Angeles market, which is characterized by challenging leasing conditions, including limited numbers of new tenants coming into the market and the downsizing of large tenants in the market such as accounting firms, banks and law firms;


•	Risks related to increased competition for tenants in the Downtown Los Angeles market, including aggressive attempts by competing landlords to fill large vacancies by providing tenants with lower rental rates, increasing amounts of free rent and providing larger allowances for tenant improvements;


•	The impact or unanticipated impact of general economic, political and market factors in the regions in which Brookfield DTLA or any of its subsidiaries does business;

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•	The use of debt to finance Brookfield DTLA’s business or that of its subsidiaries;


•	The behavior of financial markets, including fluctuations in interest rates;


•	Uncertainties of real estate development or redevelopment;


•	Global equity and capital markets and the availability of equity and debt financing and refinancing within these markets;


•	Risks relating to Brookfield DTLA’s insurance coverage;


•	The possible impact of international conflicts and other developments, including terrorist acts;


•	Potential environmental liabilities;


•	Dependence on management personnel;


•	The ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits therefrom;


•	Operational and reputational risks;


•	Catastrophic events, such as earthquakes and hurricanes; and


•	The impact of legislative, regulatory and competitive changes and other risk factors relating to the real estate industry, as detailed from time to time in the reports of Brookfield DTLA filed with the SEC.

Brookfield DTLA cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on Brookfield DTLA’s forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, Brookfield DTLA undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

The following is a discussion of the risk factors that Brookfield DTLA’s management believes are material to Brookfield DTLA at this time. These risks and uncertainties are not the only ones facing Brookfield DTLA and there may be additional matters that Brookfield DTLA is unaware of or that Brookfield DTLA currently considers immaterial. In addition to the other information included in this Annual Report on Form 10-K, including the matters addressed above, you should carefully consider the following risk factors. If any of these risks occur, our business, financial condition and operating results could be harmed, the market value of the Series A preferred stock issued in connection with the MPG acquisition could decline and stockholders could lose part or all of their investment.

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As used in this section, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to Brookfield DTLA together with its direct and indirect subsidiaries, and the term “stockholders” means the holders of the Series A preferred stock issued in connection with the MPG acquisition.

RISKS RELATED TO THE OWNERSHIP OF BROOKFIELD DTLA SERIES A PREFERRED STOCK

Brookfield DTLA is dependent upon the assets and operations of its direct and indirect subsidiaries . Brookfield DTLA is a holding company and does not own any material assets other than the equity interests of its subsidiaries, which conduct all of the Company’s operations. As a result, distributions or advances from the Company’s subsidiaries will be the primary source of funds available to meet the obligations of the Company, including any obligation to pay dividends, if declared, or other distributions in respect of the Brookfield DTLA Series A preferred stock. Our current and future obligations and liabilities may limit, and the terms of certain of the equity interests issued in connection with the transactions immediately following the consummation of the merger will limit, the amount of funds available to Brookfield DTLA for any purpose, including for dividends or distributions to holders of its capital stock, including the Series A preferred stock.

Brookfield DTLA’s subsidiaries have issued, and may in the future issue, equity securities that are senior to the equity interests of such subsidiary that are owned, directly or indirectly, by the Company . The respective organizational documents of Brookfield DTLA and its subsidiaries generally do not restrict the issuance of debt or equity by any of Brookfield DTLA’s subsidiaries, and any such issuance may adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. As part of the transactions immediately following the consummation of the merger with MPG, subsidiaries of the Company issued equity interests that rank senior to the equity securities of such subsidiaries held indirectly by Brookfield DTLA, and as a result, effectively rank senior to the Series A preferred stock. Additionally, at the time of the merger with MPG, Brookfield DTLA Holdings made a commitment to contribute up to $260.0 million in cash or property to Brookfield DTLA Fund Properties II LLC (“New OP”), for which it will be entitled to receive a preferred return, if and when called by New OP. As of March 20, 2017 , $166.7 million is available to the Company under this commitment for future funding.

The Series B preferred interest in New OP held by Brookfield DTLA Holdings is effectively senior to the interest in New OP held by Brookfield DTLA and has a priority on distributions senior to the equity securities of such subsidiaries held indirectly by Brookfield DTLA and, as a result, effectively rank senior to the Series A preferred stock. The Series B preferred interest in New OP may limit the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock.

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In addition, the amount of cash Brookfield DTLA currently generates from its operations is not sufficient to cover Brookfield DTLA’s operating, financing and investing activities, resulting in a “negative cash burn,” and there can be no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease, or that it will not increase, in the future. If Brookfield DTLA’s operating cash flow and capital are not sufficient to cover our operating costs or to repay our indebtedness as it comes due, we may issue additional debt and/or equity, including to affiliates of Brookfield DTLA, which issuances could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. In many cases, such securities may be issued if authorized by board of directors of Brookfield DTLA without the approval of the holders of the Series A preferred stock.

The Series A preferred stock effectively ranks junior to any indebtedness of Brookfield DTLA and its subsidiaries . The Series A preferred stock effectively ranks junior to the indebtedness of Brookfield DTLA or any of its direct or indirect subsidiaries. Holders of the Series A preferred stock do not have the right to prevent us from incurring additional indebtedness. As a result, we could become more leveraged, which may increase debt service costs and could adversely affect our cash flows, results of operations and financial condition and the availability of funds for dividends or distributions to holders of Brookfield DTLA’s capital stock, including the Series A preferred stock.

The Series A preferred stock has no stated maturity date, Brookfield DTLA is not obligated to declare and pay dividends on the Series A preferred stock, and Brookfield DTLA may never again declare dividends on the Series A preferred stock . The Series A preferred stock has no stated maturity, and accordingly, could remain outstanding indefinitely. In addition, while the Series A preferred stock will accumulate dividends at the stated rate (whether or not authorized by the board of directors of Brookfield DTLA and declared by the Company), there is no requirement that Brookfield DTLA declare and pay dividends on the Series A preferred stock, and except for a one time dividend of $2.25 per share of Series A preferred stock that was paid in connection with the settlement on a class-wide basis of the litigation brought in Maryland State Court and styled as In re MPG Office Trust Inc. Preferred Shareholder Litigation , Case No. 24-C-13-004097, Brookfield DTLA has not, and may not in the future, declare and pay dividends on the Series A preferred stock. See Item 3 “Legal Proceedings—Merger‑Related Litigation.” Furthermore, because of the projected cash needs of the Company, arising in significant part from the funds needed to complete the refinancing of the existing mortgage loan on Wells Fargo Center–North Tower, the Company currently anticipates that it will receive no substantial distributions from New OP for a period of at least five years, unless the Company or DTLA OP changes its current plans and determines to sell one or more of its real property assets prior to such time. The Company’s refinancing and operating plans and this estimate are subject to change based on many factors, including market conditions in applicable debt, equity and leasing markets. See “—Factors That May Affect Future Results” above.

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Brookfield DTLA’s ability to pay dividends is limited by the requirements of Maryland law . Brookfield DTLA’s ability to pay dividends on the Series A preferred stock is limited by the laws of the State of Maryland. Under the Maryland General Corporation Law (“MGCL”), a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as the debts become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus all prior liquidation preferences (unless the charter of the corporation provides otherwise). Accordingly, with limited exception, Brookfield DTLA may not make a distribution (including a dividend payment or redemption) on the Series A preferred stock if, after giving effect to the distribution, Brookfield DTLA may not be able to pay its debts as they become due in the usual course of business or total assets would be less than the sum of Brookfield DTLA’s total liabilities plus prior liquidation preferences, if any. Due to the foregoing limitations, there can be no assurance that, if Brookfield DTLA desires to declare and pay dividends in the future, that it would be legally permissible for it to do so.

There was no established trading market for shares of the Series A preferred stock at the time of issuance and the shares may be delisted and deregistered in the future . The Series A preferred stock was issued in connection with the consummation of the transactions contemplated by the Merger Agreement and there was no established trading market for the shares of Series A preferred stock.

Although the Series A preferred stock is currently registered under the Exchange Act and listed on the New York Stock Exchange, we expect that Brookfield DTLA may apply for delisting of the Series A preferred stock in the future provided the requirements for delisting are met. If the Series A preferred stock is delisted, the market for the shares of Series A preferred stock could be adversely affected, though price quotations for the shares of Series A preferred stock might still be available from other sources. Subject to compliance with applicable securities laws, the registration may be terminated if the shares are not listed on a national securities exchange and there are fewer than 300 holders. The extent of the public market for the Series A preferred stock and availability of such quotations would depend upon such factors as the number of holders and/or the aggregate market value of the publicly held shares of Series A preferred stock at such time, the interest in maintaining a market in the Series A preferred stock on the part of securities firms, the possible termination of registration of the Series A preferred stock under the Exchange Act and other factors. Termination of registration would substantially reduce the information required to be furnished to holders of Series A preferred stock.

Brookfield DTLA’s charter contains provisions that may delay, defer or prevent transactions that may be beneficial to the holders of the Company Series A preferred stock . Brookfield DTLA’s charter contains provisions that are intended to, among other purposes, assist it in qualifying as a REIT. The charter provides that subject to certain exceptions, including exemptions that may be granted by the board of directors of Brookfield DTLA under certain circumstances, no person or entity may beneficially own or constructively own more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of Brookfield DTLA’s common stock or Series A preferred stock. Any attempt to own or transfer shares of Brookfield DTLA’s common stock or Series A preferred stock in excess of the applicable ownership limit without the consent of the board of directors of Brookfield DTLA either will result in the shares being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such shares

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will not have any rights in such shares, or in the transfer being void. These restrictions on transferability and ownership will not apply if the board of directors of Brookfield DTLA determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT or if the board of directors of Brookfield DTLA determines that such restrictions are no longer necessary to maintain REIT status. The ownership limit may delay or impede a transaction or a change in control that might be in the best interests of the Brookfield DTLA’s stockholders, including the holders of the Series A preferred stock.

Brookfield DTLA may authorize and issue capital stock without the approval of holders of the Series A preferred stock . While Brookfield DTLA may not, without a vote of the holders of the Series A preferred stock, authorize, create, issue or increase the authorized or issued amount of any class of capital stock ranking senior to the Series A preferred stock with respect to payment of dividends or the distribution of assets upon the liquidation, dissolution or winding up of the affairs of Brookfield DTLA, its charter authorizes the board of directors of Brookfield DTLA, without any action by its stockholders, to (i) amend the charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that Brookfield DTLA has the authority to issue, (ii) issue authorized but unissued shares of common stock or Series A preferred stock, and (iii) classify or reclassify any unissued shares of common stock or Series A preferred stock and to set the preferences, rights and other terms of such classified or unclassified shares. There can be no assurance that the board of directors of Brookfield DTLA will not establish additional classes and/or series of capital stock that would delay, defer or prevent a transaction that may be in the best interests of its stockholders, including the holders of the Series A preferred stock.

Holders of Series A preferred stock have limited voting rights . Brookfield DTLA Holdings owns 100% of the outstanding shares of the common stock and controls 100% of the aggregate voting power of its capital stock, except that holders of the Series A preferred stock have voting rights, under certain circumstances, (1) to elect two preferred directors to the board of directors of Brookfield DTLA (referred to as preferred directors) and (2) with respect to (i) the creation of additional classes or series of preferred stock that are senior to the Series A preferred stock and (ii) an amendment of its charter (whether by merger, consolidation, transfer or conveyance of all or substantially all of our assets or otherwise) that would materially adversely affect the rights of holders of Series A preferred stock. By virtue of their limited voting rights, holders of Series A preferred stock have limited control over the outcome of any corporate transaction or other matters that Brookfield DTLA confronts.

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Certain provisions of Maryland law could inhibit changes in control . Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could be in the best interests of Brookfield DTLA’s stockholders, including: (1) “business combination” provisions that, subject to limitations, prohibit certain business combinations between Brookfield DTLA and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the outstanding voting stock of Brookfield DTLA or any affiliate or associate who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of Brookfield DTLA) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and supermajority stockholder voting requirements on these combinations; and (2) “control share” provisions that provide that a holder of “control shares” of Brookfield DTLA (defined as shares that, when aggregated with other shares controlled by the stockholder except solely by virtue of a revocable proxy, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) has no voting rights with respect to such shares except to the extent approved by Brookfield DTLA’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. Brookfield DTLA has opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of the board of directors of Brookfield DTLA, and in the case of the control share provisions of the MGCL pursuant to a provision in its bylaws. However, the board of directors of Brookfield DTLA may by resolution elect to opt in to the business combination provisions of the MGCL and Brookfield DTLA may, by amendment to its bylaws, opt in to the control share provisions of the MGCL in the future. In addition, provided that Brookfield DTLA has a class of equity securities registered under the Exchange Act and at least three independent directors, Subtitle 8 of Title 3 of the MGCL permits Brookfield DTLA to elect to be subject, by provision in its charter or bylaws or a resolution of the board of directors of Brookfield DTLA and notwithstanding any contrary provision in the charter or bylaws, to certain provisions, including, among other provisions, a classified board of directors and a requirement that a vacancy on the board of directors be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred. Brookfield DTLA’s charter and bylaws and the MGCL also contain other provisions that may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of its stockholders, including the holders of the Series A preferred stock.

BPO controls the management and operation of Brookfield DTLA . Brookfield DTLA is managed by BPO through a direct wholly-owned subsidiary of BPO formed for such purpose (“BPO Manager”). BPO, through its ownership interest in BPO Manager and Brookfield DTLA, controls Brookfield DTLA, including the power to vote to elect all members of the board of directors (other than the preferred directors). By virtue of BPO’s control of and substantial ownership in Brookfield DTLA, BPO has significant influence over the outcome of any corporate transaction or other matters that Brookfield DTLA confronts. Subject to any limitations contained in Brookfield DTLA’s charter, bylaws or as may be required by applicable law, holders of the Series A preferred stock will be unable to block any such matter in their capacity as stockholders or through their representation under certain circumstances, if any, by up to two directors on the board of directors (which directors are not a majority of the members comprising the board of directors).

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There may be conflicts of interest in Brookfield DTLA’s relationship with BPO and its affiliates . Brookfield DTLA and its subsidiaries and DTLA OP have entered into agreements with affiliates of BPO pursuant to which such affiliates serve as service providers with respect to the properties that these companies own. These services include property management and various other services. In consideration for the services provided under these agreements, BPO’s affiliates are paid fees by Brookfield DTLA and its subsidiaries and DTLA OP. In addition, affiliates of BPO may enter into additional agreements, including additional service agreements, with Brookfield DTLA and its subsidiaries and DTLA OP. There can be no assurance that these agreements will be made on terms that will be at least as favorable to Brookfield DTLA and its subsidiaries and DTLA OP as those that could have been obtained in an arm’s length transaction between parties that are not affiliated. Accordingly, these agreements may involve conflicts between the interest of BPO’s affiliate, on the one hand, and Brookfield DTLA and its subsidiaries and DTLA OP, on the other hand.

Members of Brookfield DTLA’s management team have competing duties to other entities . Brookfield DTLA’s executive officers do not spend all of their time managing its activities and real estate portfolio. Many of Brookfield DTLA’s executive officers allocate most of their time to other businesses and activities. For example, each of Brookfield DTLA’s executive officers is also an employee of BPO or one of its affiliates. None of these individuals is required to devote a specific amount of time to Brookfield DTLA’s affairs. Accordingly, Brookfield DTLA competes with BPO, its affiliates and possibly other entities for the time and attention of these officers.

COMPANY AND REAL ESTATE INDUSTRY RISKS

Brookfield DTLA’s current strategy is to own and invest in commercial properties primarily in the LACBD that are of a high-quality, determined by management’s view of the certainty of receiving rental payments generated by the tenants of those assets. However, Brookfield DTLA is subject to various risks specific to its portfolio, the geographies in which it operates and where its properties are located and those inherent in the commercial property business generally. In evaluating Brookfield DTLA and its business, the following challenges, uncertainties and risks should be considered in addition to the other information contained in this Annual Report on Form 10-K:

Brookfield DTLA’s economic performance and the value of its real estate assets are subject to the risks incidental to the ownership and operation of real estate properties . Brookfield DTLA’s economic performance, the value of its real estate assets and, therefore, the value of the Series A preferred stock, is subject to the risks normally associated with the ownership and operation of real estate properties, including but not limited to: downturns and trends in the national, regional and local economic conditions where our properties are located; global economic conditions; the cyclical nature of the real estate industry; adverse economic or real estate developments in Southern California, particularly in the LACBD; local real estate market conditions such as an oversupply of office properties, including space available by sublease, or a reduction in demand for such properties; our liquidity situation, including our failure to obtain additional capital or extend or refinance debt maturities on favorable terms or at all; changes in interest rates and the availability of financing; competition from other properties; changes in market rental rates and our ability to rent space on favorable terms; the bankruptcy, insolvency, credit deterioration or other default of our tenants; the need to periodically renovate, repair and re-lease space and the costs thereof; our failure to qualify as and to maintain our status as a REIT or the status of certain of our subsidiaries as REITs; increases in maintenance, insurance and operating costs; civil disturbances, earthquakes and other natural

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disasters, or terrorist acts or acts of war which may result in uninsured or underinsured losses; a decrease in the attractiveness of our properties to tenants; a decrease in the underlying value of our properties; and certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges that must be made regardless of whether or not a property is producing sufficient income to service these expenses.

The results of our business and our financial condition are significantly dependent on the economic conditions and demand for office space in southern California . All of Brookfield DTLA’s properties are located in Los Angeles County, California in the LACBD, which may expose us to greater economic risks than if most of our properties were located in a different geographic region or more geographic regions. Moreover, because our portfolio of properties consists primarily of office buildings, a decrease in the demand for office space (especially Class A office space), particularly in the LACBD, may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. We are susceptible to adverse developments in the markets for office space, particularly in Southern California. Such adverse developments could include oversupply of or reduced demand for office space; declines in property values; business layoffs, downsizings, relocations or industry slowdowns affecting tenants of our properties; changing demographics; increased telecommuting; terrorist targeting of or acts of war against high-rise structures; infrastructure quality; California state budgetary constraints and priorities; increases in real estate and other taxes; costs of complying with state, local and federal government regulations or increased regulation and other factors. In addition, the State of California is generally regarded as more litigious and more highly regulated and taxed than many other U.S. states, which may adversely impact the market, including the demand for, office space in California. There can be no assurance as to the growth of the southern California or the national economy or our future growth rate.

U.S. economic conditions are uncertain . In particular, volatility in the U.S. and international capital markets and the condition of the California economy may adversely affect our liquidity and financial condition, as well as the liquidity and financial condition of tenants in our properties.

Brookfield DTLA’s inability to enter into renewal or new leases on favorable terms for all or a substantial portion of space that will be subject to expiring leases would adversely affect our cash flows, operating results and financial condition . Our income-producing properties generate revenue through rental payments made by tenants of the properties. Upon the expiry of any lease, there can be no assurance that the lease will be renewed or the tenant replaced. The terms of any lease renewal or extension, or of any new lease for such space may be less favorable to us than the existing lease, and may be less favorable to us than prevailing market terms for similar leases in the relevant market. We would be adversely affected, in particular, if any significant tenant ceases to be a tenant and cannot be replaced on similar or better terms or at all.

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Competition may adversely affect Brookfield DTLA’s ability to lease available space in its properties . Other developers, managers and owners of office properties compete with us in seeking tenants. Some of the properties of our competitors may be newer, better located or better capitalized than the properties we own. These competing properties may have vacancy rates higher than our properties, which may result in their owners being willing to make space available at lower prices than the space in our properties, particularly if there is an oversupply of space available in the market. Competition for tenants could have an adverse effect on our ability to lease our properties and on the rents that we may charge or concessions that we may grant. If our competitors adversely impact our ability to lease our properties, our cash flows, operating results and financial condition may suffer.

Our ability to realize our strategies and capitalize on our competitive strengths will depend on our ability to effectively operate our properties, maintain good relationships with tenants and remain well capitalized, and our failure to do any of the foregoing could adversely affect our ability to compete effectively in the markets in which we do business.

Reliance on significant tenants could adversely affect Brookfield DTLA’s operating results and financial condition . Many of our properties are occupied by one or more significant tenants and our revenues from those properties are materially dependent on the creditworthiness and financial stability of those tenants. Our business would be adversely affected if any of those tenants failed to renew certain of their significant leases, became insolvent, declared bankruptcy or otherwise refused to pay rent in a timely fashion or at all. In the event of a default by one or more of our significant tenants, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing the property. If a lease with a significant tenant is terminated, it may be difficult, costly and time consuming to attract new tenants and lease the property for the rent and on terms as favorable as the previous lease or at all.

Brookfield DTLA could be adversely impacted by tenant defaults, bankruptcies or insolvencies . A tenant of our properties may experience a downturn in its business, which could cause the loss of that tenant or weaken its financial condition and result in the tenant’s inability to make rental payments when due or, for retail tenants, a reduction in percentage rent payable. If a tenant defaults, we may experience delays and incur costs in enforcing our rights as landlord and protecting our investments. If any tenant becomes a debtor in a case under the U.S. Bankruptcy Code, we cannot evict a tenant solely because of its bankruptcy. In addition, the bankruptcy court may authorize a tenant to reject and terminate its lease. In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In any event, it is unlikely that a bankrupt or insolvent tenant will pay in full the amounts it owes under a lease. The loss of rental payments from tenants and costs of re-leasing would adversely affect our cash flows, operating results and financial condition. In the event of a significant number of lease defaults and/or tenant bankruptcies, our cash flow may not be sufficient to meet all of our obligations and liabilities or to make distributions to Brookfield DTLA stockholders, including holders of the Series A preferred stock.

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There are numerous risks associated with the use of debt to finance our business, including refinancing risk . Brookfield DTLA incurs debt in the ordinary course of its business and therefore is subject to the risks associated with debt financing. These risks, including the following, may adversely impact our operating results and financial condition: our cash flow may be insufficient to meet required payments of principal and interest; payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses; we may not be able to refinance indebtedness on our properties at maturity due to business and market factors (including: disruptions and volatility in the capital and credit markets, the estimated cash flow of our properties, and the value (or appraised value) of our properties); financial, competitive, business and other factors, including factors beyond our control; and if refinanced, the terms of a refinancing may not be as favorable to us as the original terms of the related indebtedness. If we are unable to refinance our indebtedness on acceptable terms, or at all, we may need to dispose of one or more of our properties on disadvantageous terms. In addition, prevailing interest rates or other factors at the time of refinancing could increase our interest expense, and if we mortgage property to secure payment of indebtedness and are unable to make mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases.

If we are unable to manage our interest rate risk efficiently, our cash flows and operating results may suffer . Some of our indebtedness bears interest at a variable rate and we may in the future incur additional variable-rate indebtedness. In addition, we may be required to refinance our debt at higher rates. There can be no assurance that the benchmarks on which our variable-rate indebtedness is based will not increase or that interest rates available for any refinancing in the future will not be higher than the debt being refinanced. Increases in such rates will increase our interest expense and could have an adverse impact on our cash flows and operating results. In addition, though we will attempt to manage interest rate risk, there can be no assurance that we will hedge such exposure effectively or at all in the future. Accordingly, increases in interest rates above what we anticipate based upon historical trends would adversely affect our cash flows and operating results.

Our substantial indebtedness may adversely affect our operating results and financial condition, and may limit our flexibility to operate our business . Brookfield DTLA currently has aggregate consolidated indebtedness totaling $2.1 billion . After payments of principal and interest on our indebtedness, we may not have sufficient cash resources to operate our properties or meet all of our other obligations. Certain of our indebtedness include lockbox and other cash management provisions, which, under certain circumstances, could limit our ability to utilize available cash flow from the relevant properties. There can be no assurance that terms of debt we incur in the future or modifications to existing debt will not significantly limit our operating and financial flexibility, which may in turn limit our ability to efficiently respond and adapt to changes or competition in our business.

If we are unable to extend, refinance or repay mortgage debt on our properties at maturity, we could default on such debt, which may permit the lenders to foreclose on the applicable property. Proceeds from any disposition of a foreclosed property may not be sufficient to repay the full amount of the underlying debt. If we are unable to extend, refinance or repay our debt as it comes due, our business, financial condition and operating results may be materially and adversely affected. If we are unable to refinance our debt as it matures on acceptable terms, or at all, we may need to dispose of one or more of our properties on disadvantageous terms. Furthermore, even if we are able to obtain extensions on or refinance our existing debt, such extensions or new loans may include operational and financial covenants significantly more restrictive than our current debt covenants and may limit the operation or growth of our business.

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Restrictive covenants in indebtedness may limit management’s discretion with respect to certain business matters . Instruments governing our indebtedness may contain restrictive covenants limiting our discretion with respect to certain business matters. These covenants could place significant restrictions on our ability to, among other things, create liens or other encumbrances, pay dividends or make distributions on Brookfield DTLA’s capital stock (including the Series A preferred stock), make certain other payments, investments, loans and guarantees and sell or otherwise dispose of assets and merge or consolidate with another entity. These covenants could also require us to meet certain financial ratios and financial condition tests. Failure to comply with any such covenants could result in a default which, if not cured or waived, could result in acceleration of the relevant indebtedness.

Brookfield DTLA is subject to obligations under certain “non-recourse carve out” guarantees that may be triggered in the future . All of Brookfield DTLA’s $2.1 billion of mortgage debt is subject to “non-recourse carve out” guarantees that expire upon elimination of the underlying loan obligations. In connection with all of these loans, Brookfield DTLA entered into “non-recourse carve out” guarantees, which provide for these otherwise non-recourse loans to become partially or fully recourse against Brookfield DTLA Holdings or one of its subsidiaries, if certain triggering events occur. Although these events differ from loan to loan, some of the common events include: the special purpose property-owning subsidiary of Brookfield DTLA Holdings or Brookfield DTLA Holdings filing a voluntary petition for bankruptcy; the special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to maintain its status as a special purpose entity; subject to certain conditions, the special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to obtain the lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the associated property; and, subject to certain conditions, the special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to obtain the lender’s written consent prior to a transfer or conveyance of the associated property, including, in many cases, indirect transfers in connection with a change in control of Brookfield DTLA Holdings or Brookfield DTLA. In addition, other items that are customarily recourse to a non-recourse carve out guarantor include, but are not limited to, the payment of real property taxes, the breach of representations related to environmental issues or hazardous substances, physical waste of the property, liens which are senior to the mortgage loan and outstanding security deposits.

Increasing utility costs in California may have an adverse effect on our operating results and occupancy levels . The State of California continues to experience issues related to the supply of electricity, water and natural gas. In recent years, shortages of electricity have resulted in increased costs for consumers and certain interruptions in service. Increased consumer costs and consumer perception that the State of California is not able to effectively manage its utility needs may reduce demand for leased space in California office properties. A significant reduction in demand for office space could adversely affect our financial condition and results of operations.

Because real estate investments are illiquid, we may not be able to sell properties when appropriate or desired . Large and high quality office properties like the ones that we own can be hard to sell, especially if local market conditions are poor. Such illiquidity could limit our ability to vary our portfolio promptly in response to changing economic or investment conditions. Additionally, financial difficulties of other property owners resulting in distressed sales could depress real estate values in the market in which we operate in times of illiquidity. These restrictions could reduce our ability to respond to changes in the performance of our investments and could adversely affect our financial condition and results of operations.

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Our insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates, which could adversely affect our financial condition and results of operations . We maintain insurance on our properties in amounts and with deductibles that we believe are in line with coverage maintained by owners of similar types of properties; however, the insurance we maintain may not cover all potential losses we might experience. There also are certain types of risks (such as war or acts of terrorism, or environmental contamination, such as toxic mold) which are either uninsurable or not economically insurable. Should any uninsured or underinsured loss occur, we could lose our investment in, and anticipated profits and cash flows from, one or more of our properties, and would continue to be obligated to repay any recourse mortgage indebtedness on such properties. Any of these events could adversely impact our business, financial condition and results of operations.

We are subject to possible environmental liabilities and other possible liabilities . As an owner and manager of real property, we are subject to various laws relating to environmental matters. These laws could hold us liable for the costs of removal and remediation of certain hazardous substances or wastes present in our buildings, released or deposited on or in our properties or disposed of at other locations. These costs could be significant and would reduce cash available for our business. The failure to remove or remediate such substances could adversely affect our ability to sell our properties or our ability to borrow using real estate as collateral, and could potentially result in claims or other proceedings against us.

Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of ACBM in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (“PCBs”) and underground storage tanks are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or tanks or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.

If excessive moisture accumulates in our buildings or on our building materials, it may trigger mold growth. Mold may emit airborne toxins or irritants. Inadequate ventilation, chemical contamination and other biological contaminants (including pollen, viruses and bacteria) could also impair indoor air quality at our buildings. Impaired indoor air quality may cause a variety of adverse health effects, such as allergic reactions. If mold or other airborne contaminants exist or appear at our properties, we may have to undertake a costly remediation program to contain or remove the contaminants or increase indoor ventilation. If indoor air quality were impaired, we may have to temporarily relocate some or all of a property’s tenants and could be liable to our tenants, their employees or others for property damage and/or personal injury.

Some of the properties that we own contain ACBM and we could be liable for such fines or penalties. We cannot assure our stockholders, including holders of the Series A preferred stock, that costs of future environmental compliance will not affect our ability to make distributions to our stockholders, including distributions or dividends on the Series A preferred stock, or such that costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

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In addition, some of the properties that we own contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. If hazardous or toxic substances were released from these tanks, we could incur significant costs or be liable to third parties with respect to the releases. From time to time, the EPA designates certain sites affected by hazardous substances as “Superfund” sites pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act. The EPA identifies parties who are considered to be potentially responsible for the hazardous substances at Superfund sites and makes them liable for the costs of responding to the hazardous substances. The parcel of land on which Glendale Center (a property that was disposed of by MPG during 2012) is located within a large Superfund site and Brookfield DTLA could be named as a potentially responsible party with respect to that site.

Environmental laws and regulations can change rapidly and we may become subject to more stringent environmental laws and regulations in the future. Compliance with more stringent environmental laws and regulations could have an adverse effect on our business, financial condition or results of operations.

Regulations under building codes and human rights codes generally require that public buildings, including office buildings, be made accessible to disabled persons. Non-compliance could result in the imposition of fines by the government or the award of damages to private litigants. If we are required to make substantial alterations and capital expenditures in one or more of our properties to comply with these codes, it could adversely affect our financial condition and results of operations.

We may also incur significant costs complying with other regulations. Our properties are subject to various federal, state, provincial and local regulatory requirements, such as state, and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. Existing requirements may change and compliance with future requirements may require significant unanticipated expenditures that could affect our cash flow and results from operations.

Existing conditions at some of our properties may expose us to liability related to environmental matters, which may exceed our environmental insurance coverage limits . Independent environmental consultants have conducted Phase I or other environmental site assessments on all of the properties that we own. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey, and the assessments may fail to reveal all environmental conditions, liabilities or compliance concerns.

In connection with its due diligence of MPG prior to entering into the Merger Agreement, BPO conducted initial environmental tests at certain of MPG’s Downtown Los Angeles properties and found that a widely used commercial building material used in certain of MPG’s Downtown Los Angeles properties contained ACBM. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, assets or results of operations. However, the assessments may have failed to reveal all environmental conditions, liabilities or compliance concerns. Material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future and future laws, ordinances or regulations may impose material additional environmental liability.

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Losses resulting from the breach of our loan document representations related to environmental issues or hazardous substances will generally be recourse to Brookfield DTLA or one of its subsidiaries pursuant to “non-recourse carve out” guarantees and therefore present a risk to Brookfield DTLA should a special purpose property-owning subsidiary of Brookfield DTLA Holdings be unable to cover such a loss. We cannot assure our stockholders that costs of future environmental compliance will not affect our ability to pay dividends or distributions to our stockholders, including on the Series A preferred stock, or such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

We may suffer a significant loss resulting from fraud, other illegal acts or inadequate or failed internal processes or systems . We may suffer a significant loss resulting from fraud or other illegal acts or inadequate or failed internal processes or systems. We rely on our employees to follow our policies and processes as well as applicable laws in their activities. Risk of illegal acts or failed systems are managed through our infrastructure, controls, systems, policies and people, complemented by central groups focusing on enterprise-wide management of specific operational risks such as fraud, trading, outsourcing, and business disruption, as well as people and systems risks. Failure to manage these risks can result in direct or indirect financial loss, reputational impact, regulatory censure or failure in the management of other risks such as credit or market risk.

We may be subject to litigation . In the ordinary course of our business, we expect that we may be subject to litigation from time to time. The outcome of any such proceedings may materially adversely affect us and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of our management’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. The acquisition, ownership and disposition of real property will expose us to certain litigation risks which could result in losses, some of which may be material. Litigation may be commenced with respect to a property we have acquired in relation to activities that took place prior to our acquisition of such property. In addition, at the time of disposition of an individual property, a potential buyer who is passed over in favor of another buyer as part of our efforts to maximize sale proceeds may claim that it should have been afforded the opportunity to purchase the asset or alternatively that such buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosures made. Similarly, successful buyers may later sue us for losses associated with latent defects or other problems not uncovered in due diligence. We may also be exposed to litigation resulting from the activities of our tenants or their customers.

Our future results may suffer if we are unable to effectively manage our real estate portfolio . Our future success will depend, in part, upon our ability to manage and successfully monitor our operations, costs, regulatory compliance and service quality, and maintain other necessary internal controls.

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Future terrorist attacks in the United States could harm the demand for and the value of our properties . Future terrorist attacks in the U.S., such as the attacks that occurred in New York City and Washington, D.C. on September 11, 2001, and other acts of terrorism or war could harm the demand for and the value of our properties. Certain of the properties we own are well-known landmarks and may be perceived as more likely terrorist targets than similar, less recognizable properties, which could potentially reduce the demand for and value of these properties. A decrease in demand or value could make it difficult for us to renew leases or re-lease space at lease rates equal to or above historical rates or then-prevailing market rates or to refinance indebtedness related to our properties. Terrorist attacks also could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or more costly. Five of Brookfield DTLA’s properties are located within the Bunker Hill area of Downtown Los Angeles. Because these properties are located so closely together, a terrorist attack on any one of these properties, or in the Downtown Los Angeles or Bunker Hill areas generally, could materially damage, destroy or impair the use by tenants of one or more of these properties. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases with us could be adversely affected. Additionally, certain tenants will have termination rights or purchase options in respect of certain casualties.

Climate change may adversely impact our operations and markets . There is significant concern from members of the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse gases and other human activities have or will cause significant changes in weather patterns and increase the frequency and severity of climate stress events. Climate change, including the impact of global warming, creates physical and financial risk. Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in intense precipitation and extreme heat events, as well as tropical and non-tropical storms. The occurrence of one or more natural disasters, such as hurricanes, fires, floods and earthquakes (whether or not caused by climate change), could cause considerable damage to our properties, disrupt our operations and negatively impact our financial performance. To the extent these events result in significant damage to or closure of one or more of our buildings, our operations and financial performance could be adversely affected through lost tenants and an inability to lease or re-lease the space. In addition, these events could result in significant expenses to restore or remediate a property, increases in fuel (or other energy) prices or a fuel shortage and increases in the costs of insurance if they result in significant loss of property or other insurable damage.

If we are unable to recover from a business disruption on a timely basis, our financial condition and results of operations could be adversely affected . Our business may be vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. If we are unable to recover from a business disruption on a timely basis, our financial condition and results of operations could be adversely affected. We may also incur additional costs to remedy damages caused by such disruptions.

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TAX RISKS

Failure to maintain our status as a REIT could have significant adverse consequences to us, our ability to make distributions and the value of our stock, including the Series A preferred stock. To qualify as a REIT, Brookfield DTLA must satisfy a number of asset, income, organizational, operational, dividend distribution, stock ownership and other requirements on an ongoing basis. However, qualification as a REIT involves the application of highly technical and complex provisions of the Code, for which only a limited number of judicial and administrative interpretations exist. Even an inadvertent or technical mistake could jeopardize our REIT qualification. Our qualification as a REIT depends on the satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis.

Our ability to qualify as a REIT will depend on the ability of certain of our subsidiaries that own our commercial property assets to individually satisfy the asset, income, organizational, distribution, stockholder ownership and other requirements discussed above on a continuing basis. Whether these subsidiaries will be able to qualify for taxation as REITs, and therefore whether we will be able to qualify, is a question of fact.

Brookfield DTLA has elected to be taxed as a REIT pursuant to Sections 856 through 860 of the Code, commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts and intends to conduct its operations so as to continue to qualify as a REIT.

Moreover, new tax legislation, administrative guidance or court decisions, in each instance potentially applicable with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT.

If Brookfield DTLA fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax on its taxable income at regular corporate tax rates, and it may be ineligible to qualify as a REIT for four subsequent tax years. Brookfield DTLA may also be subject to certain state or local income taxes, or franchise taxes on its REIT activities. Any such corporate tax liability could be substantial and would reduce the amount of cash available for investment, debt service and distribution to holders of our stock, which in turn could have an adverse effect on the value of our stock. Distributions to our stockholders if we fail to qualify as a REIT will not be deductible by us, nor will they be required to be made (unless required by the terms of our governing documents). In such event, to the extent of current and accumulated earnings and profits, all distributions to stockholders will be taxable as dividends (whether or not attributable to capital gains of the Company). Subject to certain limitations in the Code, corporate distributees may be eligible for the dividends received deduction. Dividends paid to non-corporate U.S. holders that constitute qualified dividend income will be eligible for taxation at the preferential rates applicable to long-term capital gains, provided certain conditions are met. As a result of all these factors, our failure to qualify as a REIT could impair our business and operating strategies and adversely affect the value of our stock and our ability to make distributions on our stock, including, in each case, the Series A preferred stock.

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We may incur other tax liabilities that could reduce our cash flows . We may be subject to certain federal, state and local taxes on our income and assets including, but not limited to, taxes on any undistributed income and property and transfer taxes. In order to avoid federal corporate income tax on our earnings, each year we must distribute to holders of our stock, including holders of the Series A preferred stock, at least 90% of our REIT taxable income, determined before the deductions for dividends paid and excluding any net capital gain. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our taxable income and net capital gain, we will be subject to federal corporate income tax on our undistributed REIT taxable income and net capital gain. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to holders of our stock, including holders of the Series A preferred stock, in a calendar year is less than a minimum amount specified under the Code. Any of these taxes would decrease cash available for distributions to holders of our stock, including holders of the Series A preferred stock, and lower distributions of cash could adversely affect the value of the Series A preferred stock.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends . Certain dividends known as qualified dividends currently are subject to the same tax rates as long-term capital gains, which are lower than rates for ordinary income. Dividends payable by REITs, however, generally are not eligible for such reduced rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our stock, including the Series A preferred stock.

You may be deemed to receive a taxable distribution without the receipt of any cash or property . Under Section 305(c) of the Code, holders of Brookfield DTLA Series A preferred stock may be treated for U.S. federal income tax purposes as receiving constructive distributions if the “issue price” of the Series A preferred stock is lower than the redemption price of such Series A preferred stock. If the redemption price exceeds the issue price and, based on all the facts and circumstances as of the date of issuance, redemption pursuant to Brookfield DTLA’s right to redeem is more likely than not to occur, then a holder of Series A preferred stock will be deemed to receive a series of constructive distributions of stock in the total amount of such excess, so long as the amount by which the redemption price exceeds the issue price is not de minimis . These constructive distributions will be deemed to be made to such holders in increasing amounts (on a constant-yield basis) during the period from the date of issuance to the date on which it is most likely that the Series A preferred stock will be redeemed, based on all of the facts and circumstances as of the issue date. In addition, constructive distributions could arise in other circumstances as well. In the event a holder of Series A preferred stock receives a constructive distribution, such holder may incur U.S. federal income tax liability with respect to such constructive distribution without receiving any corresponding distribution of cash with which to pay such taxes.

Applicable REIT laws may restrict certain business activities . As a REIT, we are subject to various restrictions on the types of income we can earn, assets we can own and activities in which we can engage. Business activities that could be impacted by applicable REIT laws include, but are not limited to, activities such as developing alternative uses of real estate, including the development and/or sale of properties. To qualify as a REIT for federal income tax purposes, we must satisfy certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In order to meet these tests, we may be required to forgo investments we might otherwise make. Thus, our compliance with the REIT requirements may hinder our business and operating strategies, financial condition and results of operations.

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We will participate in transactions and make tax calculations for which the ultimate tax determination may be uncertain . We will participate in many transactions and make tax calculations during the course of our business for which the ultimate tax determination will be uncertain. While we believe we maintain provisions for uncertain tax positions that appropriately reflect our risk, these provisions are made using estimates of the amounts expected to be paid based on a qualitative assessment of several factors. It is possible that liabilities associated with one or more transactions may exceed our provisions due to audits by, or litigation with, relevant taxing authorities which may materially affect our financial condition and results of operations.


Item 1B.	Unresolved Staff Comments.

Not applicable.


Item 2.	Properties.

Lease Terms

Brookfield DTLA’s properties are typically leased to high credit-rated tenants for terms ranging from five to ten years, although we also enter into some short-term as well as some longer-term leases. Our leases usually require the purchase of a minimum number of monthly parking spaces at the property and in many cases contain provisions permitting tenants to renew expiring leases at prevailing market rates. Most of our leases are either triple net or modified gross leases. Triple net and modified gross leases are those in which tenants pay not only base rent but also some or all real estate taxes and operating expenses of the leased property. Tenants typically reimburse us the full direct cost, without regard to a base year or expense stop, for use of lighting, heating and air conditioning during non-business hours, and for a certain number of parking spaces. We are generally responsible for structural repairs.

Historical Percentage Leased and Rental Rates

The following table sets forth, as of the dates indicated, the percentage leased, annualized rent and annualized rent per square foot of Brookfield DTLA’s properties:



	Percentage Leased		Annualized Rent (1)		Annualized Rent per Square Foot (2)

December 31, 2016	87.9	%	$	160,894,418	$	24.31
December 31, 2015	85.6	%	153,585,893		23.83
December 31, 2014	83.0	%	145,156,547		23.23

__________

(1)

Annualized rent represents the annualized monthly contractual rent under existing leases as of the date indicated. This amount reflects total base rent before any rent abatements as of the date indicated and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent. Total abatements for leases in effect as of December 31, 2016 for the twelve months ending December 31, 2017 are approximately $11.5 million , or $1.73 per leased square foot. Total abatements for leases in effect as of December 31, 2015 for the twelve months ended December 31, 2016 were approximately $14.9 million , or $2.32 per leased square foot. Total abatements for leases in effect as of December 31, 2014 for the twelve months ended December 31, 2015 were approximately $13.3 million , or $2.14 per leased square foot.


(2)	Annualized rent per square foot represents annualized rent as computed above, divided by leased square feet as of the same date.

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Leasing Activity

The following table summarizes leasing activity at Brookfield DTLA for the year ended December 31, 2016 :



	Leasing Activity		Percentage Leased

Leased square feet as of December 31, 2015	6,443,905		85.6	%
Expirations	(579,225	)	(7.7	)%
New leases	422,942		5.6	%
Renewals	331,394		4.4	%
Leased square feet as of December 31, 2016	6,619,016		87.9	%

Property Statistics

The following table presents leasing information for Brookfield DTLA for leases in place as of December 31, 2016 :



				Square Feet			Leased % and In-Place Rents
	Number of Buildings	Number of Tenants	Year Acquired	Net Building Rentable	% of Net Rentable		% Leased		Total Annualized Rent (1)		Annualized Rent $/RSF (2)

BOA Plaza	1	31	2006	1,405,428	18.67	%	94.6	%	$	32,291,703	$	24.28
Wells Fargo Center–North Tower	2	45	2013	1,400,639	18.61	%	88.5	%	31,463,199		25.38
Gas Company Tower	1	24	2013	1,345,163	17.87	%	85.6	%	26,976,389		23.44
EY Plaza	1	85	2006	1,224,967	16.28	%	90.8	%	26,527,864		23.84
Wells Fargo Center–South Tower	1	21	2013	1,124,960	14.95	%	80.0	%	22,493,136		25.00
777 Tower	1	50	2013	1,024,835	13.62	%	86.5	%	21,142,127		23.86
	7	256		7,525,992	100.00	%	87.9	%	$	160,894,418	$	24.31

__________

(1)

Annualized rent represents the annualized monthly contractual rent under existing leases as of December 31, 2016 . This amount reflects total base rent before any rent abatements as of December 31, 2016 and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent. Total abatements for leases in effect as of December 31, 2016 for the twelve months ending December 31, 2017 are approximately $11.5 million , or $1.73 per leased square foot.


(2)	Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of the same date.

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Tenant Information

As of December 31, 2016 , Brookfield DTLA’s properties were leased to 256 tenants. The following table sets forth the annualized rent and leased rentable square feet of our 20 largest tenants as of December 31, 2016 :



Tenant		Annualized Rent (1)		% of Total Annualized Rent		Leased RSF	% of Total Leased RSF		Year of Expiry

1	Southern California Gas Company	$	9,918,042	6.2	%	461,862	7.0	%	Various
2	The Capital Group Companies	8,771,981		5.4	%	386,454	5.8	%	Various
3	Latham & Watkins LLP	10,996,129		6.8	%	358,801	5.4	%	Various
4	Wells Fargo Bank National Association	7,333,292		4.5	%	326,565	4.9	%	Various
5	Gibson, Dunn & Crutcher LLP	6,975,834		4.3	%	269,173	4.1	%	2022
6	Oaktree Capital Management, L.P.	5,542,727		3.4	%	231,047	3.5	%	Various
7	Shepard, Mullin, Richter	4,447,467		2.8	%	173,959	2.6	%	2025
8	Sidley Austin (CA) LLP	3,809,806		2.4	%	163,038	2.5	%	2024
9	Munger, Tolles & Olsen LLP	4,017,050		2.5	%	160,682	2.4	%	2017
10	Bank of America N.A.	4,293,099		2.7	%	155,269	2.4	%	2022
11	Marsh USA, Inc.	3,484,580		2.2	%	150,803	2.3	%	2018
12	Ernst & Young U.S. LLP	3,057,441		1.9	%	120,822	1.8	%	2022
13	Deloitte LLP	2,632,658		1.6	%	112,028	1.7	%	2031
14	Kirkland & Ellis	2,479,162		1.5	%	100,665	1.5	%	2020
15	Target Corporation	604,008		0.4	%	97,465	1.5	%	2033
16	WeWork	2,497,311		1.6	%	92,493	1.4	%	2033
17	Winston & Strawn LLP	2,656,513		1.7	%	91,170	1.4	%	Various
18	United States of America	2,004,950		1.2	%	89,800	1.4	%	2025
19	Bingham McCutchen, LLP	2,195,748		1.4	%	81,324	1.2	%	2023
20	Alston & Bird LLP	1,917,668		1.2	%	80,190	1.2	%	2024
		$	89,635,466	55.7	%	3,703,610	56.0	%

__________


(1)	Annualized rent is calculated as contractual base rent under existing leases as of December 31, 2016 . For those leases where rent has not yet commenced, the first month in which rent is to be received is used to determine annualized rent.

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The following table sets forth information regarding the lease expirations of our 20 largest tenants as of December 31, 2016 (in thousands):



		Rentable Leased Square Feet as of December 31, 2016
Tenant		2017		2018		2019		2020		2021		2022		Beyond		Year of Final Expiry

1	Southern California Gas Company	—		28		56		—		—		—		378		2026
2	The Capital Group Companies	9		—		—		—		—		53		324		2033
3	Latham & Watkins LLP	—		—		—		—		93		—		266		2025
4	Wells Fargo Bank National Association	—		57		—		—		—		—		270		2023
5	Gibson, Dunn & Crutcher LLP	—		—		—		—		—		269		—		2022
6	Oaktree Capital Management, L.P.	—		23		—		—		—		—		208		2030
7	Shepard, Mullin, Richter	—		—		—		—		—		—		174		2025
8	Sidley Austin (CA) LLP	—		—		—		—		—		—		163		2024
9	Munger, Tolles & Olsen LLP	161		—		—		—		—		—		—		2017
10	Bank of America N.A.	—		—		—		—		—		155		—		2022
11	Marsh USA, Inc.	—		151		—		—		—		—		—		2018
12	Ernst & Young U.S. LLP	—		—		—		—		—		121		—		2022
13	Deloitte LLP	—		—		—		—		—		—		112		2031
14	Kirkland & Ellis	—		—		—		101		—		—		—		2020
15	Target Corporation	—		—		—		—		—		—		97		2033
16	WeWork	—		—		—		—		—		—		93		2033
17	Winston & Strawn LLP	38		—		—		—		—		—		53		2034
18	United States of America	—		—		—		—		—		—		90		2025
19	Bingham McCutchen, LLP	—		—		—		—		—		—		81		2023
20	Alston & Bird LLP	—		—		—		—		—		—		80		2024
	Leased square feet expiring by year	208		259		56		101		93		598		2,389
	Percentage of leased square feet expiring by year	3.1	%	3.9	%	0.9	%	1.5	%	1.4	%	9.1	%	36.1	%

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Lease Expirations

The following table presents a summary of lease expirations at Brookfield DTLA for leases in place at December 31, 2016 , plus currently available space, for each of the ten calendar years beginning January 1, 2017 and thereafter. This table assumes that none of our tenants will exercise renewal options or early termination rights, if any, at or prior to their scheduled expirations.



Year	Total Area in Square Feet Covered by Expiring Leases	Percentage of Leased Square Feet		Annualized Rent (1)		Percentage of Annualized Rent		Current Rent per Leased Square Foot (2)		Rent per Leased Square Foot at Expiration (3)

2017	433,870	6.6	%	$	10,698,818	6.6	%	$	24.66	$	24.80
2018	658,479	9.9	%	12,395,091		7.7	%	18.82		19.40
2019	474,463	7.2	%	13,206,527		8.2	%	27.83		30.55
2020	295,002	4.5	%	7,440,671		4.6	%	25.22		28.41
2021	456,392	6.9	%	11,525,158		7.2	%	25.25		29.04
2022	861,855	13.0	%	21,737,968		13.5	%	25.22		30.00
2023	729,154	11.0	%	17,820,513		11.1	%	24.44		29.80
2024	407,786	6.2	%	10,133,393		6.3	%	24.85		31.00
2025	696,051	10.5	%	18,798,967		11.7	%	27.01		33.07
2026	464,992	7.0	%	9,857,789		6.1	%	21.20		27.64
Thereafter	1,140,972	17.2	%	27,279,523		17.0	%	23.91		37.31
Total expiring leases	6,619,016	100.0	%	$	160,894,418	100.0	%	$	24.31	$	29.96
Currently available	906,976
Total rentable square feet	7,525,992

__________

(1)


(2)	Current rent per leased square foot represents current base rent, divided by total leased square feet as of the same date.


(3)	Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.

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Indebtedness

As of December 31, 2016 , Brookfield DTLA’s debt was comprised of mortgage loans secured by seven properties. A summary of our debt as of December 31, 2016 is as follows (in millions, except percentage and year amounts):



	Principal Amount		Percent of Total Debt		Effective Interest Rate		Weighted Average Term to Maturity

Fixed-rate	$	1,400.0	67.12	%	4.79	%	4 years
Variable-rate swapped to fixed-rate	180.9		8.67	%	3.93	%	4 years
Variable-rate	505.0		24.21	%	3.57	%	2 years
	$	2,085.9	100.00	%	4.42	%	3 years

See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Part II, Item 8. “Financial Statements and Supplementary Data— Note 4 to Consolidated Financial Statements.”


Item 3.	Legal Proceedings.

General

Brookfield DTLA and its subsidiaries may be subject to pending legal proceedings and litigation incidental to its business. After consultation with legal counsel, management believes that any liability that may potentially result upon resolution of such matters is not expected to have a material adverse effect on the Company’s business, financial condition or consolidated financial statements as a whole.

Merger-Related Litigation

Following the announcement of the execution of the Agreement and Plan of Merger dated as of April 24, 2013, as amended (the “Merger Agreement”), seven putative class actions were filed against Brookfield Office Properties Inc. (“BPO”), Brookfield DTLA, Brookfield DTLA Holdings LLC, Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund Properties (collectively, the “Brookfield Parties”), MPG Office Trust, Inc., MPG Office, L.P., and the members of MPG Office Trust, Inc.’s board of directors. Five of these lawsuits were filed on behalf of MPG Office Trust, Inc.’s common stockholders: (i) two lawsuits, captioned Coyne v. MPG Office Trust, Inc., et al ., No. BC507342 (the “Coyne Action”), and Masih v. MPG Office Trust, Inc., et al. , No. BC507962 (the “Masih Action”), were filed in the Superior Court of the State of California in Los Angeles County (the “California State Court”) on April 29, 2013 and May 3, 2013, respectively; and (ii) three lawsuits, captioned Kim v. MPG Office Trust, Inc. et al ., No. 24‑C-13-002600 (the “Kim Action”), Perkins v. MPG Office Trust, Inc., et al. , No. 24-C-13-002778 (the “Perkins Action”) and Dell’Osso v. MPG Office Trust, Inc., et al., No. 24‑C-13-003283 (the “Dell’Osso Action”) were filed in the Circuit Court for Baltimore City, Maryland on May 1, 2013, May 8, 2013 and May 22, 2013, respectively (collectively, the “Common Stock Actions”). Two lawsuits, captioned Cohen v. MPG Office Trust, Inc. et al. , No. 24-C-13-004097 (the “Cohen Action”) and Donlan v. Weinstein, et al ., No. 24‑C-13-004293 (the “Donlan Action”), were filed on behalf of MPG Office Trust, Inc.’s preferred stockholders in the Circuit Court for Baltimore City, Maryland on June 20, 2013 and July 2, 2013, respectively (collectively, the “Preferred Stock Actions”).

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In each of the Common Stock Actions, the plaintiffs allege, among other things, that MPG Office Trust, Inc.’s board of directors breached their fiduciary duties in connection with the merger by failing to maximize the value of MPG Office Trust, Inc. and ignoring or failing to protect against conflicts of interest, and that the relevant Brookfield Parties named as defendants aided and abetted those breaches of fiduciary duty. The Kim Action further alleges that MPG Office, L.P. also aided and abetted the breaches of fiduciary duty by MPG Office Trust, Inc.’s board of directors, and the Dell’Osso Action further alleges that MPG Office Trust, Inc. and MPG Office, L.P. aided and abetted the breaches of fiduciary duty by MPG Office Trust, Inc.’s board of directors. On June 4, 2013, the Kim and Perkins plaintiffs filed identical, amended complaints in the Circuit Court for Baltimore City, Maryland. On June 5, 2013, the Masih plaintiffs also filed an amended complaint in the Superior Court of the State of California in Los Angeles County. The three amended complaints, as well as the Dell’Osso Action complaint, allege that the preliminary proxy statement filed by MPG Office Trust, Inc. with the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2013 is false and/or misleading because it fails to include certain details of the process leading up to the merger and fails to provide adequate information concerning MPG Office Trust, Inc.’s financial advisors.

In each of the Preferred Stock Actions, which were brought on behalf of MPG Office Trust, Inc.’s preferred stockholders, the plaintiffs allege, among other things, that, by entering into the Merger Agreement and tender offer, MPG Office Trust, Inc. breached the Articles Supplementary, which governs the issuance of the MPG preferred shares, that MPG Office Trust, Inc.’s board of directors breached their fiduciary duties by agreeing to a merger agreement that violated the preferred stockholders’ contractual rights and that the relevant Brookfield Parties named as defendants aided and abetted those breaches of contract and fiduciary duty. On July 15, 2013, the plaintiffs in the Preferred Stock Actions filed a joint amended complaint in the Circuit Court for Baltimore City, Maryland that further alleged that MPG Office Trust, Inc.’s board of directors failed to disclose material information regarding BPO’s extension of the tender offer.

The plaintiffs in the seven lawsuits sought an injunction against the merger, rescission or rescissory damages in the event the merger was consummated, an award of fees and costs, including attorneys’ and experts’ fees, and other relief.

On July 10, 2013, solely to avoid the costs, risks and uncertainties inherent in litigation, the Brookfield Parties and the other named defendants in the Common Stock Actions signed a memorandum of understanding, regarding a proposed settlement of all claims asserted therein. The parties subsequently entered into a stipulation of settlement dated November 21, 2013 providing for the release of all asserted claims, additional disclosures by MPG concerning the merger made prior to the merger’s approval, and the payment, by the defendants, of an award of attorneys’ fees and expenses in an amount not to exceed $475,000 . After a hearing on June 4, 2014, the California State Court granted plaintiffs’ motion for final approval of the settlement, and entered a Final Order and Judgment, awarding the plaintiffs’ counsel’s attorneys’ fees and expenses in the amount of $475,000 , which was paid by MPG Office LLC on June 18, 2014.

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In the Preferred Stock Actions, at a hearing on July 24, 2013, the Maryland State Court denied the plaintiffs’ motion for preliminary injunction seeking to enjoin the tender offer. The plaintiffs filed a second amended complaint on November 22, 2013 that added additional arguments in support of their allegations that the new preferred shares do not have the same rights as the MPG preferred shares. The defendants moved to dismiss the second amended complaint on December 20, 2013, and briefing on the motion concluded on February 28, 2014. At a hearing on June 18, 2014, the Maryland State Court heard oral arguments on the defendants’ motion to dismiss and reserved judgment on the decision. On October 21, 2014, the parties sent a joint letter to the Maryland State Court stating that since the June 18 meeting the parties have commenced discussions towards a possible resolution of the lawsuit, requesting that the court temporarily refrain from deciding the pending motion to dismiss to facilitate the discussions.

On March 30, 2015, the plaintiff in the Cohen Action and the defendants entered into a memorandum of understanding setting forth an agreement in principle to settle the Preferred Stock Actions on a class-wide basis and dismiss the case with prejudice in exchange for the payment of $2.25 per share of Series A preferred stock of accumulated and unpaid dividends (the “Dividend Payment”) to holders of record on a record date to be set after final approval of the settlement by the Maryland State Court, plus any attorneys’ fees awarded by the Maryland State Court to the plaintiff’s counsel. The dividend would reduce the amount of accumulated and unpaid dividends on the Series A preferred stock, and the terms of the Series A preferred stock would otherwise remain unchanged.

On August 18, 2015, the Maryland State Court entered an order preliminarily approving the settlement and scheduling a final fairness hearing for October 27, 2015. On September 28, 2015, the plaintiff filed a motion for final certification of the settlement class, final approval of the class action settlement and approval of attorneys’ fees and reimbursement of expenses, seeking a total fee and expense award of $5,250,000 . The defendants submitted their opposition to the plaintiff’s fee application on October 13, 2015.

On October 16, 2015, the plaintiff filed a motion seeking discovery related to the valuation of the Dividend Payment in connection with its fee application and served related discovery requests on the defendants. On October 23, 2015, the defendants filed their opposition to that motion, as well as a motion for a protective order precluding discovery. On October 27, 2015, the Maryland State Court held a hearing to decide whether to grant final approval of the settlement and to rule on the parties’ discovery motions. At the hearing, the Court ordered limited discovery to occur prior to ruling on the fee application.

On October 28, 2015, the Maryland State Court issued an order granting final approval of the settlement. The time to appeal the order expired on November 30, 2015 without any appeals having been filed. On December 4, 2015 , in accordance with the final approval order and the terms of the parties’ settlement agreement, the board of directors declared a cash dividend of $2.25 per share to holders of record of its Series A preferred stock at the close of business on December 15, 2015 . On January 4, 2016 , Brookfield DTLA paid the Dividend Payment totaling $21.9 million using cash on hand.

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On December 16, 2015, after taking certain limited discovery permitted by the Maryland State Court during the October 27 hearing, the plaintiff served the defendants with its reply memorandum of law in support of its motion for attorneys’ fees and expenses. That same day, the plaintiff requested that the Court permit it to file the reply memorandum and an exhibit thereto under seal given the confidential nature of the information contained therein. On December 17, 2015, the plaintiff provided the Court with plaintiff’s counsel’s time records for the Court’s in camera review. On January 15, 2016, the defendants filed a surreply to the plaintiff’s reply memorandum after obtaining the Court’s permission to do so. After a hearing on April 6, 2016, the Maryland State Court issued an order on April 18, 2016 granting an award of attorneys’ fees and expenses to the plaintiffs totaling $2,212,688 . On April 21, 2016 , the Company paid the awarded amount to the plaintiffs’ counsel.

On July 13, 2016 , BPO and the Company entered into a settlement agreement with the insurance carrier under the MPG directors and officers liability insurance policy that was in effect at the time of the merger. On August 17, 2016 , the Company received a settlement payment from the insurance carrier totaling $1,106,344 , which partially reimbursed the Company for amounts paid to settle both the Common Stock Actions and the Preferred Stock Actions.


Item 4.	Mine Safety Disclosures.

Not applicable.

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PART II



Item 5.	Market for Registrant ’ s Common Equity, Related Stockholder Matters
	and Issuer Purchases of Equity Securities.

There is no established public trading market for the registrant’s common stock. All of the registrant’s issued and outstanding common stock is held by Brookfield DTLA Holdings LLC.

The registrant has not paid any cash dividends on its common stock in the past. Any future dividends declared would be at the discretion of Brookfield DTLA’s board of directors and would depend on its financial condition, results of operations, contractual obligations and the terms of its financing agreements at the time a dividend is considered, and other relevant factors.

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Item 6.	Selected Financial Data.

The following tables set forth selected consolidated operating and financial data for Brookfield DTLA (for the years ended December 31, 2016 , 2015 and 2014 ) and selected combined operating and financial data for BOA Plaza and EY Plaza (for the years ended December 31, 2013 and 2012 ):



	For the Year Ended December 31,
	2016			2015			2014			2013 (1)			2012
	(In thousands)
Operating Results
Total revenue	$	310,692		$	299,090		$	294,161		$	138,722		$	92,917
Total expenses	348,859			339,444			347,153			153,996			92,669
Net (loss) income	(38,167		)	(40,354		)	(52,992		)	(15,274		)	248
Net income attributable to TRZ Holdings IV LLC	—			—			—			2,335			248
Net loss attributable to noncontrolling interests:
Series A-1 preferred interest – current dividends	17,213			17,213			17,213			—			—
Series A-1 preferred interest – cumulative dividends	—			—			—			3,586			—
Series A-1 preferred interest – redemption measurement adjustment	—			—			—			76,305			—
Senior participating preferred interest – current dividends	—			2,321			10,044			—			—
Senior participating preferred interest – cumulative dividends	—			—			—			3,500			—
Senior participating preferred interest – redemption measurement adjustment	2,428			6,625			2,256			—			—
Series B preferred interest – current dividends	2,084			—			—			—			—
Series B common interest – allocation of net loss	(41,055		)	(44,521		)	(52,891		)	(97,934		)	—
Net loss attributable to Brookfield DTLA	(18,837		)	(21,992		)	(29,614		)	(3,066		)	—
Series A preferred stock – current dividends	18,548			18,548			18,548			—			—
Series A preferred stock – cumulative dividends	—			—			—			3,864			—
Series A preferred stock – redemption measurement adjustment	—			—			—			82,247			—
Net loss available to common interest holders of Brookfield DTLA	$	(37,385	)	$	(40,540	)	$	(48,162	)	$	(89,177	)	$	—

Other Information
Cash flows provided by (used in) operating activities	$	35,828		$	29,991		$	22,962		$	(2,208	)	$	15,159
Cash flows used in investing activities	(63,604		)	(64,773		)	(68,050		)	(39,868		)	(40,989		)
Cash flows provided by (used in) financing activities	4,341			(36,486		)	(25,979		)	232,440			24,025

__________


(1)	On October 15, 2013 , Brookfield DTLA completed the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. pursuant to the terms of the Agreement and Plan of Merger dated as of April 24, 2013, as amended.

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	As of December 31,
	2016			2015			2014 (1)			2013 (1)		2012
	(In thousands)
Financial Position
Investments in real estate, net	$	2,411,624		$	2,419,119		$	2,430,314		$	2,436,253	$	756,072
Total assets	2,769,959			2,798,010			2,873,808			2,941,930		859,766
Mortgage loans, net	2,076,804			2,111,405			2,107,007			1,881,339		319,678
Total liabilities	2,198,862			2,255,952			2,232,606			2,022,392		351,063
Mezzanine equity	829,532			726,595			739,600			911,539		—
Stockholders’ (deficit) equity	(258,435		)	(184,537		)	(98,398		)	7,999		—
TRZ Holdings IV LLC’s interest	—			—			—			—		508,703

__________

(1)

In December 2015, Brookfield DTLA adopted the guidance in Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We have retroactively restated the 2014 and 2013 consolidated balance sheets by reclassifying unamortized debt issuance costs of $4,128 and $4,266 , respectively, from total assets to mortgage loans, net in accordance with this guidance. We have also reduced total liabilities by $4,128 and $4,266 in the 2014 and 2013 consolidated balance sheets, respectively. There were no unamortized debt issuance costs to reclassify in the 2012 combined balance sheet.

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Item 7.	Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and related notes. See Item 8. “Financial Statements and Supplementary Data.”

Overview and Background

Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or the “Company”) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended (the “Merger Agreement”), and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the “Series A preferred stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, “MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC (“Brookfield DTLA Holdings”), a Delaware limited liability company, and an indirect partially-owned subsidiary of Brookfield Office Properties Inc., a corporation incorporated under the Laws of Canada (“BPO”).

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

General

Brookfield DTLA’s business requires continued access to adequate cash to fund its liquidity needs. The amount of cash Brookfield DTLA currently generates from its operations is not sufficient to cover Brookfield DTLA’s operating, financing and investing activities, resulting in “negative cash burn,” and there can be no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease, or that it will not increase, in the future. If Brookfield DTLA’s operating cash flow and capital are not sufficient to cover its operating costs or to repay its indebtedness as it comes due, we may issue additional debt and/or equity, including to affiliates of Brookfield DTLA, which issuances could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. In many cases, such securities may be issued if authorized by the board of directors of Brookfield DTLA without the approval of holders of the Series A preferred stock. See “—Potential Uses of Liquidity—Property Operations” below.

Sources and Uses of Liquidity

Brookfield DTLA’s potential liquidity sources and uses are, among others, as follows:



	Sources		Uses
•	Cash on hand;	•	Property operations;
•	Cash generated from operations;	•	Capital expenditures;
•	Contributions from Brookfield DTLA Holdings; and	•	Payments in connection with loans;
•	Proceeds from additional secured or unsecured debt financings.	•	Distributions to Brookfield DTLA Holdings; and
		•	Dividend payment in connection with legal settlement.

Potential Sources of Liquidity —

Cash on Hand —

As of December 31, 2016 and 2015 , Brookfield DTLA had cash and cash equivalents totaling $30.3 million and $53.7 million , respectively.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Cash Generated from Operations —

Brookfield DTLA’s cash generated from operations is primarily dependent upon (1) the occupancy level of its portfolio, (2) the rental rates achieved on its leases, and (3) the collectability of rent and other amounts billed to its tenants. Net cash generated from operations is tied to the level of operating expenses, described below under “—Potential Uses of Liquidity.”

Occupancy levels. The following table presents leasing information for Brookfield DTLA for leases in place as of December 31, 2016 :



	Square Feet			Leased % and In-Place Rents
Property	Net Building Rentable	% of Net Rentable		% Leased		Total Annualized Rents (1)		Annualized Rent $/RSF (2)

BOA Plaza	1,405,428	18.67	%	94.6	%	$	32,291,703	$	24.28
Wells Fargo Center–North Tower	1,400,639	18.61	%	88.5	%	31,463,199		25.38
Gas Company Tower	1,345,163	17.87	%	85.6	%	26,976,389		23.44
EY Plaza	1,224,967	16.28	%	90.8	%	26,527,864		23.84
Wells Fargo Center–South Tower	1,124,960	14.95	%	80.0	%	22,493,136		25.00
777 Tower	1,024,835	13.62	%	86.5	%	21,142,127		23.86
	7,525,992	100.00	%	87.9	%	$	160,894,418	$	24.31

__________

(1)


(2)	Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of the same date.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Year	Total Area in Square Feet Covered by Expiring Leases	Percentage of Leased Square Feet		Annualized Rent (1)		Percentage of Annualized Rent		Current Rent per Leased Square Foot (2)		Rent per Leased Square Foot at Expiration (3)

2017	433,870	6.6	%	$	10,698,818	6.6	%	$	24.66	$	24.80
2018	658,479	9.9	%	12,395,091		7.7	%	18.82		19.40
2019	474,463	7.2	%	13,206,527		8.2	%	27.83		30.55
2020	295,002	4.5	%	7,440,671		4.6	%	25.22		28.41
2021	456,392	6.9	%	11,525,158		7.2	%	25.25		29.04
2022	861,855	13.0	%	21,737,968		13.5	%	25.22		30.00
2023	729,154	11.0	%	17,820,513		11.1	%	24.44		29.80
2024	407,786	6.2	%	10,133,393		6.3	%	24.85		31.00
2025	696,051	10.5	%	18,798,967		11.7	%	27.01		33.07
2026	464,992	7.0	%	9,857,789		6.1	%	21.20		27.64
Thereafter	1,140,972	17.2	%	27,279,523		17.0	%	23.91		37.31
Total expiring leases	6,619,016	100.0	%	$	160,894,418	100.0	%	$	24.31	$	29.96
Currently available	906,976
Total rentable square feet	7,525,992

__________

(1)


(2)	Current rent per leased square foot represents current base rent, divided by total leased square feet as of the same date.


(3)	Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.

Rental Rates and Leasing Activity. Average asking net effective rents in the LACBD were essentially flat during the year ended December 31, 2016 . Management believes that on average our current in‑place rents are generally close to market in the LACBD.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The following table summarizes leasing activity at Brookfield DTLA for the year ended December 31, 2016 :



	Leasing Activity		Percentage Leased

Leased square feet as of December 31, 2015	6,443,905		85.6	%
Expirations	(579,225	)	(7.7	)%
New leases	422,942		5.6	%
Renewals	331,394		4.4	%
Leased square feet as of December 31, 2016	6,619,016		87.9	%

Collectability of rent from our tenants. Brookfield DTLA’s rental income depends on collecting rent from its tenants, and in particular from its major tenants. In the event of tenant defaults, Brookfield DTLA may experience delays in enforcing its rights as landlord and may incur substantial costs in pursuing legal possession of the tenant’s space and recovery of any amounts due from the tenant. This is particularly true in the case of the bankruptcy or insolvency of a major tenant or where the Federal Deposit Insurance Corporation is acting as receiver.

Contributions from Brookfield DTLA Holdings —

Drawdowns under Capital Commitment—

At the time of the merger with MPG, Brookfield DTLA Holdings made a commitment to contribute up to $260.0 million in cash or property to Brookfield DTLA Fund Properties II LLC (“New OP”), which directly or indirectly owns the Brookfield DTLA properties, for which it will be entitled to receive a preferred return, if and when called by New OP. During the years ended December 31, 2015 and 2014 , Brookfield DTLA received no contributions from Brookfield DTLA Holdings under this commitment.

During the year ended December 31, 2016 , the Company received cash contributions totaling $63.3 million from Brookfield DTLA Holdings under this commitment, which is entitled to a preferred return of 9.0% . The Company used these funds to pay for costs associated with refinancing the Wells Fargo Center–South Tower and Gas Company Tower mortgage loans, and for general corporate purposes. As of December 31, 2016 , $196.7 million was available to the Company under this commitment for future funding.

Subsequent to December 31, 2016 , the Company received $30.0 million in cash contributions from Brookfield DTLA Holdings under this commitment, which is entitled to a preferred return of 9.0% . The Company intends to use these funds for general corporate purposes. As of March 20, 2017 , $166.7 million is available to the Company under this commitment for future funding. See “Subsequent Event.”

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Other Contribution—

In addition to amounts received under the commitment described above, on April 21, 2016 , Brookfield DTLA received a $2.5 million capital contribution from Brookfield DTLA Holdings, which was used for general corporate purposes.

Proceeds from Additional Secured or Unsecured Debt Financings—

On September 1, 2016 , Brookfield DTLA modified the mortgage loan secured by 777 Tower, which increased the loan amount from $200.0 million to $220.0 million . As a result of the modification, the Company received net proceeds of $19.7 million , which was used for general corporate purposes.

Potential Uses of Liquidity —

The following are the projected uses, and some of the potential uses, of cash in the near term.

Property Operations —

BOA Plaza and EY Plaza have historically generated sufficient cash from operations to fund their operating activities. In the future, should the cash generated by Brookfield DTLA’s properties, including the properties acquired from MPG, not be sufficient to fund their operations, such cash would be provided by Brookfield DTLA Holdings or another source of funds available to the Company or, if such cash were not made available, the Company might not have sufficient cash to fund its operations.

At the time of the merger with MPG, Brookfield DTLA Holdings made a commitment to make capital contributions in cash or property to New OP, which directly or indirectly owns the Brookfield DTLA properties, for up to $260.0 million of its future cash needs, for which it will be entitled to receive a preferred return, if and when called by New OP. As of March 20, 2017 , $166.7 million is available to the Company under this commitment for future funding. See “Subsequent Event.”

Capital Expenditures —

Capital expenditures fluctuate in any given period, subject to the nature, extent and timing of improvements required to maintain Brookfield DTLA’s properties. Leasing costs also fluctuate in any given period, depending upon such factors as the type of property, the length of the lease, the type of lease, the involvement of external leasing agents and overall market conditions.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Brookfield DTLA expects that leasing activities at its properties, including the properties acquired from MPG, will require material amounts of cash for at least several years. Excluding tenant improvements and leasing commissions, Brookfield DTLA projects spending approximately $135 million over the next ten years, with the majority (approximately $116 million ) over the next five years. The expected expenditures include, but are not limited to, renovations and physical capital upgrades to Brookfield DTLA’s properties, such as lobby renovations, upgrades to fire alarm, security and HVAC systems, and roof replacements.

Payments in Connection with Loans —

Debt Refinanced—

On July 11, 2016 , Brookfield DTLA refinanced the $458.0 million mortgage loan secured by Gas Company Tower. In connection with the refinancing, the Company repaid $8.0 million of principal and was required to fund various loan reserves, including a $20.7 million tenant improvement and leasing commission reserve, a $4.5 million rent concession reserve, and a $3.0 million tax reserve at closing. During July 2016, the Company received $37.0 million in cash contributions from Brookfield DTLA Holdings, of which $19.7 million was used to pay for costs associated with the refinancing of Gas Company Tower.

On December 2, 2016 , Brookfield DLTA refinanced the $290.0 million mortgage loan secured by Wells Fargo Center–South Tower. In connection with the refinancing, the Company repaid $40.0 million of principal and was required to fund various loan reserves, including a $6.1 million tenant improvement and leasing commission reserve and a $1.1 million tax reserve at closing. During November 2016, the Company received $20.3 million in cash contributions from Brookfield DTLA Holdings that, along with cash on hand, was used to pay for costs associated with the refinancing of Wells Fargo Center–South Tower.

Debt Maturities—

As Brookfield DTLA’s debt matures, principal payment obligations present significant future cash requirements. Brookfield DTLA currently intends to refinance the existing mortgage loan on Wells Fargo Center–North Tower on or about its scheduled maturity (April 2017) with new debt with a lower leverage ratio. As of December 31, 2016 , Brookfield DTLA anticipates the need for additional cash of approximately $90 million to complete the refinancing of the Wells Fargo Center–North Tower mortgage loan. There can be no assurance that this refinancing can be accomplished or what terms will be available in the market for this type of financing at the time of any refinancing.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Distributions to Brookfield DTLA Holdings —

During the year ended December 31, 2016 , the Company made distributions totaling $0.6 million to Brookfield DTLA Holdings as returns of investment related to the senior participating preferred interest held by Brookfield DTLA Holdings using cash on hand.

During the year ended December 31, 2015 , the Company made a distribution totaling $35.8 million to Brookfield DTLA Holdings comprised of $3.0 million of dividends and a return of investment of $32.8 million related to the senior participating preferred interest held by Brookfield DTLA Holdings using cash on hand.

During the year ended December 31, 2014 , the Company made distributions totaling $220.0 million to Brookfield DTLA Holdings comprised of dividends totaling $12.8 million and returns of investment totaling $207.2 million related to the senior participating preferred interest using proceeds from the refinancing of EY Plaza and BOA Plaza.

Dividend Payment in Connection with Legal Settlement—

On January 4, 2016 , Brookfield DTLA paid a cash dividend of $2.25 per share to holders of record of its Series A preferred stock at the close of business on December 15, 2015 using cash on hand. This dividend payment reduced the accumulated and unpaid dividends owed on the Series A preferred stock by $21.9 million . The dividend was declared on December 4, 2015 by the board of directors in connection with the settlement on a class-wide basis of the litigation brought in Maryland State Court and styled as In re MPG Office Trust Inc. Preferred Shareholder Litigation , Case No. 24-C-13-004097. See Part I, Item 3. “Legal Proceedings—Merger‑Related Litigation” for additional information regarding the dividend payment.

Indebtedness



	Principal Amount		Percent of Total Debt		Effective Interest Rate		Weighted Average Term to Maturity

Fixed-rate	$	1,400.0	67.12	%	4.79	%	4 years
Variable-rate swapped to fixed-rate	180.9		8.67	%	3.93	%	4 years
Variable-rate	505.0		24.21	%	3.57	%	2 years
	$	2,085.9	100.00	%	4.42	%	3 years

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Certain information with respect to our indebtedness as of December 31, 2016 is as follows (in thousands, except percentage amounts):



	Interest Rate		Contractual Maturity Date	Principal Amount (1)		Annual Debt Service
Floating-Rate Debt
Variable-Rate Loans:
Wells Fargo Center–South Tower (2)	4.34	%	12/6/2018	$	250,000	$	11,001
777 Tower (3)	2.80	%	11/1/2018	220,000		6,246
Figueroa at 7th (4)	2.91	%	9/10/2017	35,000		1,034
Total variable-rate loans				505,000		18,281

Variable-Rate Swapped to Fixed-Rate Loan:
EY Plaza (5)	3.93	%	11/27/2020	180,859		7,203
Total floating-rate debt				685,859		25,484

Fixed-Rate Debt
Wells Fargo Center–North Tower	5.70	%	4/6/2017	550,000		31,769
BOA Plaza	4.05	%	9/1/2024	400,000		16,425
Gas Company Tower	3.47	%	8/6/2021	319,000		11,232
Gas Company Tower	6.50	%	8/6/2021	131,000		8,633
Total fixed-rate rate debt				1,400,000		68,059
Total debt				2,085,859		$	93,543
Less: unamortized discounts and debt issuance costs				9,055
Total debt, net				$	2,076,804

__________


(1)	Assuming no payment has been made in advance of its due date.

(2)

This loan bears interest at LIBOR plus 3.69% . As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 3.00% . Brookfield DTLA has three options to extend the maturity date of the loan, each for a period of one year, subject to meeting certain debt yield and loan to value ratios (as specified in the loan agreement).

(3)

This loan bears interest at LIBOR plus 2.18% . As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 5.75% . Brookfield DTLA has two options to extend the maturity date of the loan, each for a period of one year, subject to meeting certain debt yield and loan to value ratios (as specified in the loan agreement).


(4)	This loan bears interest at LIBOR plus 2.25% . Brookfield DTLA has two options to extend the maturity date of this loan, each for a period of 12 months, subject to meeting certain debt yield and loan to value ratios (as specified in the loan agreement).


(5)	This loan bears interest at LIBOR plus 1.75% . As required by the loan agreement, we have entered into an interest rate swap agreement to hedge this loan, which effectively fixes the LIBOR portion of the interest rate at 2.178% . The effective interest rate of 3.93% includes interest on the swap.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Debt Refinanced

Gas Company Tower—

On July 11, 2016 , Brookfield DTLA refinanced the $458.0 million mortgage loan secured by Gas Company Tower. In connection with the refinancing, the Company repaid $8.0 million of principal and was required to fund various loan reserves, including a $20.7 million tenant improvement and leasing commission reserve, a $4.5 million rent concession reserve, and a $3.0 million property tax reserve at closing. During July 2016, the Company received $37.0 million in cash contributions from Brookfield DTLA Holdings, of which $19.7 million was used to pay for costs associated with the refinancing of Gas Company Tower.

The new $450.0 million mortgage loan is comprised of a $319.0 million senior loan and a $131.0 million mezzanine loan, which bear interest at fixed rates equal to 3.4727% and 6.50% , respectively, mature on August 6, 2021 , and require the payment of interest-only until maturity. The senior loan is locked out from prepayment until September 6, 2017 , after which it can be prepaid, in whole or in part, with prepayment penalties (as defined in the underlying loan agreement) until April 6, 2021 after which the loan can be repaid without penalty. The mezzanine loan is locked out from prepayment until September 6, 2017 , after which the loan can be repaid, in whole or in part, without penalty.

Wells Fargo Center–South Tower—

On December 2, 2016 , Brookfield DLTA refinanced the $290.0 million mortgage loan secured by Wells Fargo Center–South Tower. In connection with the refinancing, the Company repaid $40.0 million of principal and was required to fund various loan reserves, including a $6.1 million tenant improvement and leasing commission reserve and a $1.1 million property tax reserve at closing. During November 2016, the Company received $20.3 million in cash contributions from Brookfield DTLA Holdings that, along with cash on hand, was used to pay for costs associated with the refinancing of Wells Fargo Center–South Tower.

The new $270.0 million mortgage loan is comprised of an initial advance amount of $250.0 million and a remaining maximum future advance amount of $20.0 million that can be drawn by the Company to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements, leasing commissions and capital expenditures. The loan bears interest at a variable rate of LIBOR plus 3.69% , matures on December 6, 2018 , and requires the payment of interest-only until maturity. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 3.00% .

The loan can, at Brookfield DTLA’s option, be prepaid with penalties until June 6, 2018 , after which the loan can be repaid without penalty. Brookfield DTLA has three options to extend the maturity date of the loan, each for a period of one year, subject to meeting certain debt yield and loan to value ratios (as specified in the loan agreement).

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Debt Modification

The terms of the modified loan increased the interest rate by 48 basis points to LIBOR plus 2.18% , effective September 1, 2016 . No other terms or conditions of the original loan were changed as part of the modification.

Debt Maturities

Wells Fargo Center–North Tower—

Brookfield DTLA currently intends to refinance the $550.0 million mortgage loan secured by Wells Fargo Center–North Tower on or about its April 6, 2017 maturity date with new debt with a lower leverage ratio. We do not have a commitment from the lenders to extend the maturity date of or to refinance this loan.

This loan will most likely require a paydown upon extension or refinancing (depending on market conditions), funding of additional reserve amounts, or both. As of December 31, 2016 , Brookfield DTLA anticipates the need for additional cash of approximately $90 million to complete the refinancing. We may use cash on hand to make any such payments or cash received as a capital contribution from Brookfield DTLA Holdings. If we are unable or unwilling to use cash on hand or do not use cash contributed by Brookfield DTLA Holdings to make such payments, we may face challenges in repaying, extending or refinancing this loan on favorable terms or at all, and we may be forced to give back the asset to the lenders. There can be no assurance that this refinancing can be accomplished or what terms will be available in the market for this type of financing at the time of any refinancing.

Figueroa at 7th—

Brookfield DTLA intends to extend or refinance the $35.0 million mortgage loan secured by Figueroa at 7th on or about its September 10, 2017 maturity date. Brookfield DTLA has two options to extend the maturity date of this loan, each for a period of 12 months, subject to meeting certain debt yield and loan to value ratios (as specified in the loan agreement). As of December 31, 2016 , we meet the criteria specified in the loan agreement to extend the maturity date of this loan.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Non-Recourse Carve Out Guarantees

All of Brookfield DTLA’s $2.1 billion of mortgage debt is subject to “non-recourse carve out” guarantees that expire upon elimination of the underlying loan obligations. In connection with all of these loans, Brookfield DTLA entered into “non-recourse carve out” guarantees, which provide for these otherwise non-recourse loans to become partially or fully recourse against Brookfield DTLA Holdings or one of its subsidiaries, if certain triggering events occur. Although these events differ from loan to loan, some of the common events include:


•	The special purpose property-owning subsidiary of Brookfield DTLA Holdings or Brookfield DTLA Holdings filing a voluntary petition for bankruptcy;


•	The special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to maintain its status as a special purpose entity;


•	Subject to certain conditions, the special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to obtain the lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the associated property; and


•	Subject to certain conditions, the special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to obtain the lender’s written consent prior to a transfer or conveyance of the associated property, including, in some cases, indirect transfers in connection with a change in control of Brookfield DTLA Holdings or Brookfield DTLA.

In addition, other items that are customarily recourse to a non-recourse carve out guarantor include, but are not limited to, the payment of real property taxes, the breach of representations related to environmental issues or hazardous substances, physical waste of the property, liens which are senior to the mortgage loan and outstanding security deposits.

The maximum amount Brookfield DTLA Holdings would be required to pay under a “non‑recourse carve out” guarantee is the principal amount of the loan (or a total of $2.1 billion as of December 31, 2016 for all loans). This maximum amount does not include liabilities related to environmental issues or hazardous substances. Losses resulting from the breach of our loan agreement representations related to environmental issues or hazardous substances are generally recourse to Brookfield DTLA Holdings pursuant to our “non-recourse carve out” guarantees and any such losses would be in addition to the total principal amounts of our loans. The potential losses are not quantifiable and can be material in certain circumstances, depending on the severity of the environmental or hazardous substance issues. Since each of our non-recourse loans is secured by the office building owned by the special purpose property-owning subsidiary of Brookfield DTLA Holdings, the amount due to the lender from Brookfield DTLA Holdings in the event a “non-recourse carve out” guarantee is triggered could subsequently be partially or fully mitigated by the net proceeds received from any disposition of the office building; however, such proceeds may not be sufficient to cover the maximum potential amount due, depending on the particular asset.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Debt Reporting

Pursuant to the terms of certain of our mortgage loan agreements, Brookfield DTLA is required to report a debt service coverage ratio (“DSCR”) calculated using the formulas specified in the underlying loan agreements. We have submitted the required reports to the lenders for the measurement periods ended December 31, 2016 and were in compliance with the amounts required by the loan agreements.

Pursuant to the terms of the Wells Fargo Center–North Tower, EY Plaza, and Figueroa at 7th mortgage loan agreements, we are required to provide annual audited financial statements of Brookfield DTLA Holdings to the lenders or agents. The receipt of any opinion other than an “unqualified” audit opinion on our annual audited financial statements is an event of default under the loan agreements for the properties listed above. If an event of default occurs, the lenders have the right to pursue the remedies contained in the loan documents, including acceleration of all or a portion of the debt and foreclosure.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Results of Operations

Comparison of the Year Ended December 31, 2016 to December 31, 2015

Consolidated Statements of Operations Information

(In millions, except percentage amounts)



	For the Year Ended						Increase/ (Decrease)			% Change
	12/31/2016			12/31/2015			Increase/ (Decrease)			% Change
Revenue:
Rental income	$	164.8		$	160.7		$	4.1		3	%
Tenant reimbursements	95.6			88.6			7.0			8	%
Parking	36.6			34.4			2.2			6	%
Interest and other	13.7			15.4			(1.7		)	(11	)%
Total revenue	310.7			299.1			11.6			4	%

Expenses:
Rental property operating and maintenance	99.1			96.8			2.3			2	%
Real estate taxes	37.4			35.7			1.7			5	%
Parking	8.4			8.1			0.3			4	%
Other expense	4.9			5.4			(0.5		)	(9	)%
Depreciation and amortization	104.0			98.2			5.8			6	%
Interest	95.1			95.4			(0.3		)	—	%
Total expenses	348.9			339.6			9.3			3	%
Net loss	$	(38.2	)	$	(40.5	)	$	2.3

Rental Income

Rental income increased $4.1 million , or 3% , for the year ended December 31, 2016 as compared to the year ended December 31, 2015 , primarily as a result of a 2.3% increase in occupancy.

Tenant Reimbursements Revenue

Tenant reimbursements revenue increased $7.0 million , or 8% , for the year ended December 31, 2016 as compared to the year ended December 31, 2015 , primarily as a result of an increase in real estate taxes and operating expenses passed through to tenants.

Parking Revenue

Parking revenue increased $2.2 million , or 6% , for the year ended December 31, 2016 as compared to the year ended December 31, 2015 due to increased usage of our parking facilities.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Real Estate Taxes

Real estate taxes increased $1.7 million , or 5% , for the year ended December 31, 2016 as compared to the year ended December 31, 2015 due to prior year tax reductions that were recorded during 2015 related to the MPG properties for which there was no comparable activity during 2016.

Depreciation and Amortization Expense

Depreciation and amortization expense increased $5.8 million , or 6% , for the year ended December 31, 2016 as compared to the year ended December 31, 2015 , largely as a result of an acceleration of depreciation and amortization expense related to lease termination activity.

Comparison of the Year Ended December 31, 2015 to December 31, 2014

Consolidated Statements of Operations Information

(In millions, except percentage amounts)



	For the Year Ended						Increase/ (Decrease)			% Change
	12/31/2015			12/31/2014			Increase/ (Decrease)			% Change
Revenue:
Rental income	$	160.7		$	152.4		$	8.3		5	%
Tenant reimbursements	88.6			95.9			(7.3		)	(8	)%
Parking	34.4			33.8			0.6			2	%
Interest and other	15.4			12.1			3.3			27	%
Total revenue	299.1			294.2			4.9			2	%

Expenses:
Rental property operating and maintenance	96.8			100.3			(3.5		)	(3	)%
Real estate taxes	35.7			38.3			(2.6		)	(7	)%
Parking	8.1			7.4			0.7			9	%
Other expense	5.4			3.3			2.1			64	%
Depreciation and amortization	98.2			105.1			(6.9		)	(7	)%
Interest	95.4			92.8			2.6			3	%
Total expenses	339.6			347.2			(7.6		)	(2	)%
Net loss	$	(40.5	)	$	(53.0	)	$	12.5

Rental Income

Rental income increased $8.3 million , or 5% , for the year ended December 31, 2015 as compared to the year ended December 31, 2014 , primarily as a result of higher lease rates as well as an increase in occupancy from 83.0% to 85.6% .

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Tenant Reimbursements Revenue

Tenant reimbursements revenue decreased $7.3 million , or 8% , for the year ended December 31, 2015 as compared to the year ended December 31, 2014 , primarily as a result of a decrease in real estate tax, and rental property operating and maintenance expenses passed through to tenants.

Interest and Other Revenue

Interest and other revenue increased $3.3 million , or 27% , for the year ended December 31, 2015 as compared to the year ended December 31, 2014 , mainly as a result of a $3.5 million recovery received related to a property disposed of by MPG prior to the merger.

Rental Property Operating and Maintenance Expense

Rental property operating and maintenance expense decreased $3.5 million , or 3% , for the year ended December 31, 2015 as compared to the year ended December 31, 2014 as a result of lower utility and insurance costs.

Real Estate Taxes Expense

Real estate taxes expense decreased $2.6 million , or 7% , for the year ended December 31, 2015 as compared to the year ended December 31, 2014 due to adjusted property tax assessments that were received during 2015 related to the MPG properties acquired in 2013.

Other Expense

Other expense increased $2.1 million , or 64% , for the year ended December 31, 2015 as compared to the year ended December 31, 2014 , mainly due to a $1.9 million accrual for legal expenses related to the MPG stockholder litigation.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased $6.9 million , or 7% , for the year ended December 31, 2015 as compared to the year ended December 31, 2014 , largely as a result of a decrease in amortization of acquired in-place and tenant relationship intangible assets.

Interest Expense

Interest expense increased $2.6 million , or 3% , for the year ended December 31, 2015 as compared to the year ended December 31, 2014 , primarily due to the refinancing of BOA Plaza in August 2014 combined with higher interest rates on variable-rate debt in the fourth quarter of 2015.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Cash Flow

Brookfield DTLA’s business requires continued access to adequate cash to fund its liquidity needs. The amount of cash Brookfield DTLA currently generates from its operations is not sufficient to cover Brookfield DTLA’s operating, financing and investing activities, resulting in “negative cash burn,” and there can be no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease, or that it will not increase, in the future. If Brookfield DTLA’s operating cash flow and capital are not sufficient to cover its operating costs or to repay its indebtedness as it comes due, we may issue additional debt and/or equity, including to affiliates of Brookfield DTLA, which issuances could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. In many cases, such securities may be issued if authorized by the board of directors of Brookfield DTLA without the approval of holders of the Series A preferred stock. See “Liquidity and Capital Resources—Potential Uses of Liquidity—Property Operations” above.

The following summary discussion of Brookfield DTLA’s cash flow is based on the consolidated statements of cash flows in Item 8. “Financial Statements and Supplementary Data” and is not meant to be an all‑inclusive discussion of the changes in its cash flow for the periods presented below.



	For the Year Ended December 31,						Increase/ (Decrease)
	2016			2015			Increase/ (Decrease)
	(In thousands)
Net cash provided by operating activities	$	35,828		$	29,991		$	5,837
Net cash used in investing activities	(63,604		)	(64,773		)	(1,169		)
Net cash provided by (used in) financing activities	4,341			(36,486		)	40,827

Operating Activities

Brookfield DTLA’s cash flow from operating activities is primarily dependent upon (1) the occupancy level of its portfolio, (2) the rental rates achieved on its leases, and (3) the collectability of rent and other amounts billed to tenants and is also tied to the level of operating expenses. Net cash provided by operating activities for the year ended December 31, 2016 totaled $35.8 million compared to net cash provided by operating activities of $30.0 million for the year ended December 31, 2015 . The $5.8 million increase in cash provided by operating activities was primarily the result of increases in net rental and tenant reimbursements revenue, partially offset by changes in other working capital amounts.

Investing Activities

Brookfield DTLA’s cash flow from investing activities is generally impacted by the amount of capital expenditures for its properties. Net cash used in investing activities totaled $63.6 million for the year ended December 31, 2016 , compared to net cash used in investing activities of $64.8 million during the year ended December 31, 2015 . The $1.2 million decrease in cash used in investing activities was primarily a result of reduced expenditures for real estate improvements during 2016.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Financing Activities

Brookfield DTLA’s cash flow from financing activities is generally impacted by its loan activity, less any dividends and distributions paid to stockholders and distributions to affiliated companies, if any. Net cash provided by financing activities totaled $4.3 million for the year ended December 31, 2016 , compared to net cash used in financing activities of $36.5 million during the year ended December 31, 2015 . Contributions from the Series B preferred interest and Brookfield DTLA Holdings totaling $65.8 million , partially offset by net cash used in debt activity totaling $38.9 million and payment of $21.9 million in dividends on the Series A preferred stock, were the drivers of the cash provided by financing activities during 2016. Distributions and dividends totaling $35.8 million paid to Brookfield DTLA Holdings related to the senior participating preferred interest were the drivers of the cash used in financing activities during 2015.

Off-Balance Sheet Arrangements

Brookfield DTLA did not have any off-balance sheet arrangements as of December 31, 2016 and 2015 , respectively.

Contractual Obligations

The following table provides information with respect to Brookfield DTLA’s commitments as of December 31, 2016 , including any guaranteed or minimum commitments under contractual obligations (in thousands):



	2017		2018		2019		2020		2021		Thereafter		Total

Principal payments on mortgage loans	$	589,026	$	474,233	$	4,449	$	168,151	$	450,000	$	400,000	$	2,085,859
Interest payments –
Fixed-rate debt (1)	44,646		36,290		36,290		36,390		28,289		43,875		225,780
Variable-rate swapped to fixed-rate debt	7,130		6,982		6,785		6,363		—		—		27,260
Variable-rate debt (2)	17,964		15,436		—		—		—		—		33,400
Tenant-related commitments (3)	71,253		11,949		11,265		2,042		1,018		3,909		101,436
	$	730,019	$	544,890	$	58,789	$	212,946	$	479,307	$	447,784	$	2,473,735

__________


(1)	Interest payments on fixed-rate debt are calculated based on contractual interest rates and scheduled maturity dates.


(2)	Interest payments on variable-rate debt are calculated based on scheduled maturity dates and the one-month LIBOR rate in place on the debt as of December 31, 2016 plus the contractual spread per the loan agreements.


(3)	Tenant-related commitments include tenant improvements and leasing commissions and are based on executed leases as of December 31, 2016 .

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Related Party Transactions

Intercompany Loan

Brookfield DTLA was indebted to BOP Management Inc. (“BOP”), an affiliate of BPO, under a $25.0 million promissory note dated October 11, 2013 that bore interest at 3.25% . For the year ended December 31, 2014 , the Company accrued $0.6 million of interest expense related to this note. During September 2014, Brookfield DTLA paid $25.8 million in full settlement of the principal and interest outstanding on the intercompany loan using proceeds from the mortgage loan secured by the Figueroa at 7th retail property.

Management Agreements

Brookfield DTLA has entered into arrangements with BOP under which the affiliate provides property management and various other services. Property management fees under these agreements are calculated based on 2.75% of rents collected (as defined in the management agreements). In addition, the Company pays BOP Asset Manager LLC and Brookfield Asset Management Private Institutional Capital Adviser US, LLC an asset management fee, which is calculated based on 0.75% of the capital contributed by Brookfield DTLA Holdings.

A summary of costs incurred by Brookfield DTLA under these arrangements is as follows (in thousands):



	For the Year Ended December 31,
	2016		2015		2014

Property management fee expense	$	7,964	$	7,445	$	8,135
Asset management fee expense	6,330		6,292		6,109
General, administrative and reimbursable expenses	2,466		2,593		2,509
Leasing and construction management fees	3,049		6,396		3,626

Insurance Agreements

Brookfield DTLA’s properties are covered under insurance policies entered into by BPO that provide, among other things, all risk property and business interruption coverage for BPO’s commercial portfolio with an aggregate limit of $2.5 billion per occurrence as well as an aggregate limit of $370.0 million of earthquake, flood and weather catastrophe insurance. In addition, Brookfield DTLA’s properties are covered by a terrorism insurance policy that provides aggregate coverage of $4.0 billion for all of BPO’s U.S. properties. Brookfield DTLA is in compliance with the contractual obligations regarding terrorism insurance contained in such policies. Insurance premiums for Brookfield DTLA’s properties are paid by an affiliate of BPO and Brookfield DTLA reimburses this BPO affiliate for the actual cost of such premiums.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Prior to their expiration, which became effective on April 19, 2014, the MPG properties were covered under an insurance policy that provided all risk property and business interruption coverage with an aggregate limit of $1.25 billion and a $130.0 million aggregate limit of earthquake insurance, and a terrorism insurance policy with a $1.25 billion aggregate limit. Effective April 19, 2014, the MPG properties were added to the existing BPO insurance policies described above.

A summary of costs incurred by Brookfield DTLA under this arrangement is as follows (in thousands):



	For the Year Ended December 31,
	2016		2015		2014

Insurance expense	$	7,948	$	8,532	$	8,466

Litigation

See Part I, Item 3. “Legal Proceedings.”

Critical Accounting Policies

Critical accounting policies are those that are both significant to the overall presentation of Brookfield DTLA’s financial condition and results of operations and require management to make difficult, complex or subjective judgments. Brookfield DTLA considers the following to be its critical accounting policies:

Business Combinations

Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired from third parties. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , the purchase price of real estate acquired is allocated to acquired tangible assets, consisting primarily of land, building and tenant improvements, and identifiable intangible assets and liabilities, consisting of the value of above- and below-market leases, in-place leases, and tenant relationships, based in each case on their fair value. Management may be required to use considerable judgment when allocating the fair value of assets and liabilities acquired.

The principal valuation technique employed by Brookfield DTLA in determining the fair value of identified assets acquired and liabilities assumed is the income approach, which is then compared to the cost approach. Tangible values for investments in real estate are calculated based on replacement costs for like type quality assets. Above- and below-market lease values are determined by comparing in-place rents with current market rents. In‑place lease amounts are determined by calculating the potential lost revenue during the replacement of the current leases in place. Leasing commissions and legal/marketing fees are determined based upon market allowances pro-rated over the remaining lease terms. Mortgage loans assumed in an acquisition are analyzed using current market terms for similar debt.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Consolidation

The Company consolidates entities in which it has a controlling financial interest. In determining whether Brookfield DTLA has a controlling financial interest in an entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and Brookfield DTLA is the primary beneficiary.

A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Brookfield DTLA qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE.

The Company determined that New OP is a VIE and as a result of having the power to direct the significant activities of New OP and exposure to the economic performance of New OP, Brookfield DTLA meets the two conditions for being the primary beneficiary. Brookfield DTLA is required to continually evaluate its VIE relationships and consolidation conclusion.

Impairment Evaluation

Real estate is reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the real estate may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of the property into the foreseeable future on an undiscounted basis to the carrying amount of the real estate. If the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision would be recorded to write down the carrying amount of such asset to its fair value. Brookfield DTLA assesses fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information. Projections of future cash flow take into account the specific

business plan for the property and management’s best estimate of the most probable set of economic conditions expected to prevail in the market. The assessment as to whether our investment in real estate is impaired is highly subjective. The calculations involve management’s best estimate of the holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease‑up periods and capital requirements for each property. A change in any one of more of these factors could materially impact whether a property is impaired as of any given valuation date. Management believes no impairment of Brookfield DTLA’s real estate assets existed at December 31, 2016 and 2015 .

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Revenue Recognition

Rental income from leases providing for periodic increases in base rent is recognized on a straight-line basis over the noncancelable term of the respective leases. Certain leases with retail tenants also provide for the payment by the lessee of additional rent based on a percentage of the tenants’ sales. Percentage rents are recognized only after the tenant sales thresholds have been achieved. Any amounts paid to a tenant for improvements owned or costs incurred by the tenant are treated as tenant inducements. Amortization of tenant inducements is recorded on a straight-line basis over the term of the related lease as a reduction of rental income.

Differences between rental income and the contractual amounts due are recorded as deferred rents receivable. Recoveries of operating expenses and real estate taxes are recorded as tenant reimbursements in the period during which the expenses are incurred.

Allowance for Doubtful Accounts

Brookfield DTLA periodically evaluates the collectability of amounts due from tenants and maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates. Brookfield DTLA also evaluates its deferred rents receivable to consider if an allowance is necessary. The allowance for doubtful accounts totaled $0.2 million and $0.5 million as of December 31, 2016 and 2015 , respectively.

Effects of Inflation

Substantially all of Brookfield DTLA’s office leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. Brookfield DTLA believes that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 establishing ASC Topic 606, Revenue from Contracts with Customers. ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration that the entity expects to be entitled to receive in exchange for those goods or services and also requires certain additional disclosures. ASU 2014-09 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017. We are currently evaluating the impact of the adoption of ASU 2014-09 on Brookfield DTLA’s consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This topic provides guidance on management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern and requires related footnote disclosures. The guidance in ASU 2014-15 became effective for Brookfield DTLA for year-end December 31, 2016. The implementation of this pronouncement did not have a material impact on Brookfield DTLA’s consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis to ASC Topic 810 , Consolidation . ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidated analysis of reporting entities that are involved with VIEs, and (iv) provide a scope exception for certain entities. The guidance in ASU 2015-02 became effective for Brookfield DTLA beginning January 1, 2016. The implementation of this pronouncement did not have a material impact on Brookfield DTLA’s consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , that requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, as opposed to being presented as assets. Brookfield DTLA elected to early adopt ASU 2015-03 effective as of December 31, 2015 . There was no effect on Brookfield DTLA’s consolidated statement of operations for the year ended December 31, 2014 as a result of adopting this pronouncement.

In February 2016, the FASB issued ASU 2016-02 establishing ASC Topic 842, Leases . The guidance in this update supersedes the guidance in ASC Topic 840, Leases . ASU 2016-02 revises GAAP related to accounting for leases by lessees. Under this new guidance, lessees will be required to recognize a lease liability and a right-of-use asset in the balance sheet for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification determining the pattern of expense recognition in the statement of operations. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and should be applied using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-02 on Brookfield DTLA’s consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, with early adoption permitted. We do not expect the adoption of this update to have a material impact on Brookfield DTLA’s consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Restricted Cash to ASC Topic 230, Statement of Cash Flows . ASU 2016-18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption permitted, including adoption in an interim period. Upon adoption, we will retrospectively reconcile the activity in our cash, cash equivalents, restricted cash and restricted cash equivalents during reporting periods.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business to ASC Topic 805, Business Combinations. ASU 2017-01 introduced amendments that are intended to make the guidance on the definition of a business more consistent and cost-efficient. The objective of the update is to add further guidance that assists entities in evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business by providing a screen to determine when a set of assets and activities acquired is not a business. ASU 2017-01 is effective for annual periods beginning after December 15, 2017 including interim periods within those periods. ASU 2017-01 must be applied prospectively on or after the effective date. We are currently evaluating the impact of the adoption of ASU 2017-01 on Brookfield DTLA’s consolidated financial statements.

Subsequent Event

Contributions from Brookfield DTLA Holdings

Subsequent to December 31, 2016 , the Company received $30.0 million in cash contributions from Brookfield DTLA Holdings, which is entitled to a preferred return of 9.0% . The Company intends to use these funds for general corporate purposes. As of March 20, 2017 , $166.7 million is available to the Company under the $260.0 million commitment for future funding.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

Interest rate fluctuations may impact Brookfield DTLA’s results of operations and cash flow. As of December 31, 2016 , $505.0 million , or 24.2% , of Brookfield DTLA’s debt bears interest at variable rates based on one-month LIBOR. Brookfield DTLA does not trade in financial instruments for speculative purposes.

Brookfield DTLA’s interest rate swap and cap agreements outstanding as of December 31, 2016 are as follows (in thousands, except rate and date information):



	Notional Value		Strike Rate		Effective Date	Expiration Date	Fair Value

Interest rate swap	$	185,000	2.178	%	11/27/2013	11/2/2020	$	(3,373	)
Interest rate cap	270,000		3.000	%	12/2/2016	12/6/2018	52
Interest rate cap	220,000		5.750	%	9/1/2016	10/15/2018	1
							$	(3,320	)

Interest Rate Sensitivity

The impact of an assumed 50 basis point movement in interest rates would have had the following impact during the year ended December 31, 2016 (in thousands):



				Fair Value of
	Interest Expense			Mortgage Loans			Interest Rate Swap

50 basis point increase	$	2,525		$	(22,181	)	$	3,135
50 basis point decrease	(2,525		)	22,919			(3,203		)

The impact of a 50 basis point increase or decrease in interest rates would have an immaterial effect on the fair value of Brookfield DTLA’s interest rate cap agreements as of December 31, 2016 .

These amounts were determined considering the impact of hypothetical interest rates on Brookfield DTLA’s financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Furthermore, in the event of a change of the magnitude discussed above, management may take actions to further mitigate Brookfield DTLA’s exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in Brookfield DTLA’s financial structure.

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Item 8.	Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements



	Page

Report of Independent Registered Public Accounting Firm	61

Consolidated Balance Sheets as of December 31, 2016 and 2015	62

Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014	63

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2016, 2015 and 2014	64

Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2016, 2015 and 2014	65

Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014	66

Notes to Consolidated Financial Statements	68

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Brookfield DTLA Fund Office Trust Investor Inc.

New York, New York

We have audited the accompanying consolidated balance sheets of Brookfield DTLA Fund Office Trust Investor Inc. and subsidiaries (the “Company”) as of December 31, 2016 and 2015 , and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2016 . These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and 2015 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 , in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

New York, New York

March 17, 2017

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED BALANCE SHEETS



	December 31, 2016			December 31, 2015
	(In thousands, except share amounts)
ASSETS
Investments in Real Estate:
Land	$	227,555		$	227,555
Buildings and improvements	2,191,676			2,167,746
Tenant improvements	321,542			279,948
	2,740,773			2,675,249
Less: accumulated depreciation	329,149			256,130
Investments in real estate, net	2,411,624			2,419,119

Cash and cash equivalents	30,301			53,736
Restricted cash	60,084			53,830
Rents, deferred rents and other receivables, net	118,211			95,690
Intangible assets, net	75,586			99,710
Deferred charges, net	64,967			66,791
Prepaid and other assets	9,186			9,134
Total assets	$	2,769,959		$	2,798,010

LIABILITIES AND DEFICIT
Liabilities:
Mortgage loans, net	$	2,076,804		$	2,111,405
Accounts payable and other liabilities	85,504			105,004
Due to affiliates, net	14,327			9,335
Intangible liabilities, net	22,227			30,208
Total liabilities	2,198,862			2,255,952

Commitments and Contingencies (See Note 13)

Mezzanine Equity:
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value, 9,730,370 shares issued and outstanding as of December 31, 2016 and 2015	372,852			354,304
Noncontrolling Interests:
Series A-1 preferred interest	366,297			349,084
Senior participating preferred interest	25,019			23,207
Series B preferred interest	65,364			—
Total mezzanine equity	829,532			726,595
Stockholders ’ Deficit:
Common stock, $0.01 par value, 1,000 shares issued and outstanding as of December 31, 2016 and 2015	—			—
Additional paid-in capital	194,210			191,710
Accumulated deficit	(215,264		)	(177,879		)
Accumulated other comprehensive loss	(1,607		)	(2,580		)
Noncontrolling interest – Series B common interest	(235,774		)	(195,788		)
Total stockholders ’ deficit	(258,435		)	(184,537		)
Total liabilities and deficit	$	2,769,959		$	2,798,010

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



	For the Year Ended December 31,
	2016			2015			2014
	(In thousands)
Revenue:
Rental income	$	164,816		$	160,662		$	152,372
Tenant reimbursements	95,578			88,615			95,931
Parking	36,614			34,439			33,774
Interest and other	13,684			15,374			12,084
Total revenue	310,692			299,090			294,161
Expenses:
Rental property operating and maintenance	99,074			96,757			100,264
Real estate taxes	37,401			35,675			38,340
Parking	8,430			8,080			7,411
Other expense	4,909			5,357			3,325
Depreciation and amortization	103,970			98,160			105,058
Interest	95,075			95,415			92,755
Total expenses	348,859			339,444			347,153

Net loss	(38,167		)	(40,354		)	(52,992		)
Net loss attributable to noncontrolling interests:
Series A-1 preferred interest – current dividends	17,213			17,213			17,213
Senior participating preferred interest – current dividends	—			2,321			10,044
Senior participating preferred interest – redemption measurement adjustment	2,428			6,625			2,256
Series B preferred interest – current dividends	2,084			—			—
Series B common interest – allocation of net loss	(41,055		)	(44,521		)	(52,891		)
Net loss attributable to Brookfield DTLA	(18,837		)	(21,992		)	(29,614		)
Series A preferred stock – current dividends	18,548			18,548			18,548
Net loss available to common interest holders of Brookfield DTLA	$	(37,385	)	$	(40,540	)	$	(48,162	)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS



	For the Year Ended December 31,
	2016			2015			2014
	(In thousands)

Net loss	$	(38,167	)	$	(40,354	)	$	(52,992	)

Other comprehensive loss:
Derivative transactions:
Derivative holding gains (losses)	2,042			(1,078		)	(5,344		)

Comprehensive loss	(36,125		)	(41,432		)	(58,336		)
Less: comprehensive loss attributable to noncontrolling interests	(18,261		)	(18,926		)	(26,176		)
Comprehensive loss available to common interest holders of Brookfield DTLA	$	(17,864	)	$	(22,506	)	$	(32,160	)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)



	Number of Shares	Common Stock		Additional Paid-in Capital		Accumu- lated Deficit			Accumu- lated Other Compre- hensive Income (Loss)			Non- controlling Interest			Total Stock- holders’ Equity (Deficit)
	Common Stock	Common Stock		Additional Paid-in Capital		Accumu- lated Deficit			Accumu- lated Other Compre- hensive Income (Loss)			Non- controlling Interest			Total Stock- holders’ Equity (Deficit)
	(In thousands, except share amounts)

Balance, December 31, 2013	1,000	$	—	$	191,710	$	(89,177	)	$	480		$	(95,014	)	$	7,999
Net loss						(29,614		)				(23,378		)	(52,992		)
Other comprehensive loss									(2,546		)	(2,798		)	(5,344		)
Dividends on Series A Preferred Stock, Series A-1 preferred interest and senior participating preferred interest						(18,548		)				(29,513		)	(48,061		)
Balance, December 31, 2014	1,000	—		191,710		(137,339		)	(2,066		)	(150,703		)	(98,398		)
Net loss						(21,992		)				(18,362		)	(40,354		)
Other comprehensive loss									(514		)	(564		)	(1,078		)
Dividends on Series A Preferred Stock, Series A-1 preferred interest and senior participating preferred interest						(18,548		)				(26,159		)	(44,707		)
Balance, December 31, 2015	1,000	—		191,710		(177,879		)	(2,580		)	(195,788		)	(184,537		)
Net loss						(18,837		)				(19,330		)	(38,167		)
Other comprehensive income									973			1,069			2,042
Contribution from Brookfield DTLA Holdings				2,500											2,500
Dividends on Series A Preferred Stock, Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest						(18,548		)				(21,725		)	(40,273		)
Balance, December 31, 2016	1,000	$	—	$	194,210	$	(215,264	)	$	(1,607	)	$	(235,774	)	$	(258,435	)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



	For the Year Ended December 31,
	2016			2015			2014
	(In thousands)
Cash flows from operating activities:
Net loss	$	(38,167	)	$	(40,354	)	$	(52,992	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain on sale of land held for investment	—			(28		)	—
Depreciation and amortization	103,970			98,160			105,058
(Recovery of) provision for doubtful accounts	(271		)	103			24
Amortization of below-market leases/ above-market leases	(3,465		)	(2,559		)	(3,059		)
Straight-line rent amortization	(16,798		)	(21,598		)	(15,849		)
Amortization of tenant inducements	3,399			2,647			1,209
Amortization of discounts and deferred financing costs	4,329			5,064			6,049
Changes in assets and liabilities:
Rents, deferred rents and other receivables	(9,122		)	(2,479		)	(6,409		)
Due to (from) affiliates, net	4,991			6,586			(13,712		)
Deferred charges	(9,516		)	(17,056		)	(12,832		)
Prepaid and other assets	(53		)	2,382			6,787
Accounts payable and other liabilities	(3,469		)	(877		)	8,688
Net cash provided by operating activities	35,828			29,991			22,962
Cash flows from investing activities:
Proceeds from sale of land held for investment	—			2,028			—
Expenditures for improvements to real estate	(57,350		)	(60,089		)	(43,729		)
Increase in restricted cash	(6,254		)	(6,712		)	(24,321		)
Net cash used in investing activities	(63,604		)	(64,773		)	(68,050		)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)



	For the Year Ended December 31,
	2016			2015			2014
	(In thousands)
Cash flows from financing activities:
Proceeds from mortgage loans	$	720,000		$	—		$	435,000
Principal payments on mortgage loans	(751,518		)	(623		)	(214,512		)
Dividends paid on Series A preferred stock	(21,893		)	—			—
Distributions to senior participating preferred interest	(616		)	(32,769		)	(207,231		)
Dividends paid to senior participating preferred interest	—			(3,051		)	(12,769		)
Contributions from Series B preferred interest	63,280			—			—
Contribution from Brookfield DTLA Holdings	2,500			—			—
Due to affiliates	—			—			(25,000		)
Financing fees paid	(7,412		)	(43		)	(1,467		)
Net cash provided by (used in) financing activities	4,341			(36,486		)	(25,979		)
Net change in cash and cash equivalents	(23,435		)	(71,268		)	(71,067		)
Cash and cash equivalents at beginning of year	53,736			125,004			196,071
Cash and cash equivalents at end of year	$	30,301		$	53,736		$	125,004

Supplemental disclosure of cash flow information:
Cash paid for interest	$	89,630		$	90,093		$	86,990

Supplemental disclosure of non-cash activities:
Accrual for real estate improvements	$	24,465		$	16,290		$	18,588
Accrual for deferred leasing costs	2,349			4,956			2,585
Dividends declared but not yet paid	—			21,893			—
Increase (decrease) in fair value of interest rate swap, net	2,042			(1,078		)	(5,344		)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization and Description of Business

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

As used in these consolidated financial statements and related notes, unless the context requires otherwise, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to Brookfield DTLA Fund Office Trust Investor Inc.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated balance sheets as of December 31, 2016 and 2015 include the accounts of Brookfield DTLA and subsidiaries in which it has a controlling financial interest. All intercompany transactions have been eliminated in consolidation as of and for the years ended December 31, 2016 , 2015 and 2014 .

In determining whether Brookfield DTLA has a controlling financial interest in an entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and Brookfield DTLA is the primary beneficiary.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Consideration of various factors includes, but is not limited to, Brookfield DTLA’s ability to direct the activities that most significantly impact the VIE’s economic performance, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and its ability to replace the manager of and/or liquidate the entity.

The Company earns a return through an indirect investment in Brookfield DTLA Fund Properties II LLC (“New OP”). Brookfield DTLA Holdings, the parent of Brookfield DTLA, owns all of the common interest in New OP. Brookfield DTLA has an indirect preferred stock interest in New OP and its wholly owned subsidiary is the managing member of New OP.

Reclassifications

We had reported $220,000 of distributions to Brookfield DTLA Holdings in the consolidated statement of cash flows for the year ended December 31, 2014 . We have reclassified this total to show $207,231 as distributions to senior participating preferred interest and $12,769 as dividends paid to senior participating preferred interest so as to conform to the 2016 and 2015 presentation.

In December 2015, Brookfield DTLA adopted the guidance in Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We have combined the amortization of deferred financing costs ( $1,007 ) and the amortization of debt discounts ( $5,042 ) for the year ended December 31, 2014 and presented a new total ( $6,049 ) in the consolidated statement of cash flows so as to reflect the presentation of such costs in the consolidated balance sheet.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, recoverable amounts of receivables, impairment of long‑lived assets and fair value of debt. Actual results could ultimately differ from such estimates.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09 establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration that the entity expects to be entitled to receive in exchange for those goods or services and also requires certain additional disclosures. ASU 2014-09 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017. We are currently evaluating the impact of the adoption of ASU 2014-09 on Brookfield DTLA’s consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03 that requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, as opposed to being presented as assets. Brookfield DTLA elected to early adopt ASU 2015-03 effective as of December 31, 2015. There was no effect on Brookfield DTLA’s consolidated statement of operations for the year ended December 31, 2014 as a result of adopting this pronouncement.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments to ASC Topic 230, Statement of Cash Flows . ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, with early adoption permitted. We do not expect the adoption of this update to have a material impact on Brookfield DTLA’s consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Significant Accounting Policies

Business Combinations—

Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired from third parties. In accordance with FASB ASC Topic 805, Business Combinations , the purchase price of real estate acquired is allocated to acquired tangible assets, consisting primarily of land, building and tenant improvements, and identifiable intangible assets and liabilities, consisting of the value of above- and below-market leases, in-place leases, and tenant relationships, based in each case on their fair value.

The value of the acquired above-market and below-market leases are amortized and recorded as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to rental income in the consolidated statement of operations over the remaining term of the associated lease. The value of tenant relationships is amortized over the expected term of the relationship, which includes an estimated probability of lease renewal. The value of in-place leases is amortized as an expense over the remaining life of the leases. Amortization of tenant relationships and in‑place leases is included in depreciation and amortization in the consolidated statement of operations.

Investments in Real Estate—

Land is carried at cost. Buildings are recorded at historical cost and are depreciated on a straight-line basis over the estimated useful life of the building, which is 60 years with an estimated salvage value of 5% . Building improvements are recorded at historical cost and are depreciated on a straight-line basis over their estimated useful lives, which range from 7 years to 25 years. Tenant improvements that are determined to be assets of Brookfield DTLA are recorded at cost; amortization is included in depreciation and amortization expense in the consolidated statement of operations on a straight-line basis over the shorter of the useful life or the applicable lease term.

Depreciation expense related to investments in real estate during the years ended December 31, 2016 , 2015 and 2014 was $73.0 million , $67.0 million and $67.5 million , respectively.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Cash and Cash Equivalents—

Cash and cash equivalents include all cash and short-term investments with an original maturity of three months or less.

Restricted Cash—

Restricted cash consists primarily of deposits for tenant improvements and leasing commissions, real estate taxes and insurance reserves, debt service reserves and other items as required by our mortgage loan agreements.

Rents, Deferred Rents and Other Receivables, Net—

Differences between rental income and the contractual amounts due are recorded as deferred rents receivable in the consolidated balance sheet. Brookfield DTLA evaluates its deferred rents receivable to consider if an allowance is necessary.

Rents, deferred rents and other receivables, net also includes any amounts paid to a tenant for improvements owned or costs incurred by the tenant are treated as tenant inducements and are presented in the consolidated balance sheet net of accumulated amortization totaling $9.9 million and $6.5 million as of December 31, 2016 and 2015 , respectively. Amortization of tenant inducements is recorded on a straight-line basis over the term of the related lease as a reduction of rental income in the consolidated statement of operations.

Brookfield DTLA periodically evaluates the collectability of amounts due from tenants and maintains an allowance for doubtful accounts in the consolidated balance sheet for estimated losses resulting from the inability of tenants to make required payments under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The allowance for doubtful accounts for Brookfield DTLA totaled $0.2 million and $0.5 million as of December 31, 2016 and 2015 , respectively. For the year ended December 31, 2016 , Brookfield DTLA recorded a $271 thousand recovery of doubtful accounts. For the years ended December 31, 2015 and 2014 , Brookfield DTLA recorded provisions for doubtful accounts of $103 thousand and $24 thousand , respectively.

Due to/from Affiliates, Net—

Amounts due to/from affiliates, net consist of related party receivables and payables from affiliates of BPO primarily for fees for property management and other services. These amounts are due on demand and are non‑interest bearing.

Deferred Charges, Net—

Leasing costs are deferred and are presented as deferred charges in the consolidated balance sheet net of accumulated amortization totaling $49.6 million and $38.2 million as of December 31, 2016 and 2015 , respectively. Deferred leasing costs are amortized on a straight-line basis over the terms of the related leases as part of depreciation and amortization in the consolidated statement of operations.

Prepaid and Other Assets, Net—

Prepaid and other assets include prepaid insurance, prepaid real estate taxes and other operating costs.

Mortgage Loans, Net—

Mortgage loans are presented in the consolidated balance sheet net of unamortized discounts and debt issuance costs totaling $9.1 million and $6.0 million as of December 31, 2016 and 2015 , respectively.

Discounts and debt issuance costs totaling $4.3 million , $5.1 million and $6.0 million were amortized during the years ended December 31, 2016 , 2015 and 2014 , respectively, over the terms of the related mortgage loans on a basis that approximates the effective interest method and are included as part of interest expense in the consolidated statement of operations.

Revenue Recognition—

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Recoveries of operating expenses and real estate taxes are recorded as tenant reimbursements in the consolidated statement of operations in the period during which the expenses are incurred.

Income Taxes—

Qualification and taxation as a REIT depends upon Brookfield DTLA’s ability to meet the various qualification tests imposed under the Code related to annual operating results, asset diversification, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that Brookfield DTLA will be organized or be able to operate in a manner so as to continue to qualify as a REIT. If Brookfield DTLA fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax on its taxable income at regular corporate tax rates, and it may be ineligible to qualify as a REIT for four subsequent tax years. Brookfield DTLA may also be subject to certain state or local income taxes, or franchise taxes on its REIT activities.

Brookfield DTLA made no provision for income taxes in its consolidated financial statements for the years ended December 31, 2016 , 2015 and 2014 . Brookfield DTLA’s taxable income or loss is different than its financial statement income or loss.

Brookfield DTLA recognizes tax benefits from uncertain tax positions when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold. Brookfield DTLA had no unrecognized tax benefits of December 31, 2016 and 2015 , and Brookfield DTLA does not expect its unrecognized tax benefits balance to change during the next 12 months. As of December 31, 2016 , Brookfield DTLA’s 2013 tax period and 2014 and 2015 tax years remain open due to the statute of limitations and may be subject to examination by federal, state and local authorities. The 2012 tax year as well as the short tax period ended October 15, 2013 for Brookfield DTLA and its subsidiaries remain open due to the statute of limitations and may be subject to examination by federal, state and local tax authorities.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Derivative Financial Instruments—

Brookfield DTLA uses interest rate swap and cap contracts to manage risk from fluctuations in interest rates as well as to hedge anticipated future financing transactions. Interest rate swaps involve the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. Interest rate caps involve the receipt of variable-rate amounts beyond a specified strike price over the life of the agreements without exchange of the underlying principal amount. The Company believes these agreements are with counterparties who are creditworthy financial institutions.

Brookfield DTLA adheres to the provisions of ASC Subtopic 815-10-15, Derivatives and Hedging (“ASC 815-10-15”). ASC 815-10-15 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires the recognition of all derivative instruments as assets or liabilities in the Company’s consolidated balance sheet at fair value. Changes in the fair value of derivative instruments that are not designated as hedges, or that do not meet the hedge accounting criteria in ASC 815-10-15, are required to be reported through the statement of operations. Brookfield DTLA has elected to designate its interest rate swap as a cash flow hedge.

Segment Reporting

Accounting for Conditional Asset Retirement Obligations

Brookfield DTLA has evaluated whether it has any conditional asset retirement obligations, which are a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional upon future events that may or may not be within an entity’s control. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. Accordingly, Brookfield DTLA recognized a liability for a conditional asset retirement obligation.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3 — Intangible Assets and Liabilities

Brookfield DTLA’s intangible assets and liabilities are summarized as follows (in thousands):



	December 31, 2016		December 31, 2015
Intangible Assets
In-place leases	$	110,519	$	110,519
Tenant relationships	46,248		46,248
Above-market leases	39,936		39,936
	196,703		196,703
Less: accumulated amortization	121,117		96,993
Intangible assets, net	$	75,586	$	99,710

Intangible Liabilities
Below-market leases	$	76,344	$	76,344
Less: accumulated amortization	54,117		46,136
Intangible liabilities, net	$	22,227	$	30,208

The impact of the amortization of acquired below-market leases, net of acquired above-market leases, on rental income and of acquired in-place leases and tenant relationships on depreciation and amortization expense is as follows (in thousands):



	For the Year Ended December 31,
	2016		2015		2014

Rental income	$	3,465	$	2,559	$	3,059
Depreciation and amortization expense	19,609		21,159		26,872

As of December 31, 2016 , the estimate of the amortization/accretion of intangible assets and liabilities during the next five years and thereafter is as follows (in thousands):



	In-Place Leases		Other Intangible Assets		Intangible Liabilities

2017	$	10,477	$	6,324	$	5,656
2018	6,754		5,146		3,812
2019	5,704		4,313		3,238
2020	5,059		3,417		3,031
2021	4,821		3,381		2,906
Thereafter	9,619		10,571		3,584
	$	42,434	$	33,152	$	22,227

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 — Mortgage Loans

Brookfield DTLA’s debt is as follows (in thousands, except percentage amounts):



	Contractual Maturity Date			Principal Amount as of
	Contractual Maturity Date	Interest Rate		December 31, 2016		December 31, 2015
Floating-Rate Debt
Variable-Rate Loans:
Wells Fargo Center–South Tower (1)	12/6/2018	4.34	%	$	250,000	$	—
777 Tower (2)	11/1/2018	2.80	%	220,000		200,000
Figueroa at 7th (3)	9/10/2017	2.91	%	35,000		35,000
Total variable-rate loans				505,000		235,000

Variable-Rate Swapped to Fixed-Rate Loan:
EY Plaza (4)	11/27/2020	3.93	%	180,859		184,377
Total floating-rate debt				685,859		419,377

Fixed-Rate Debt:
Wells Fargo Center–North Tower	4/6/2017	5.70	%	550,000		550,000
BOA Plaza	9/1/2024	4.05	%	400,000		400,000
Gas Company Tower	8/6/2021	3.47	%	319,000		—
Gas Company Tower	8/6/2021	6.50	%	131,000		—
Total fixed-rate debt				1,400,000		950,000

Debt Refinanced:
Gas Company Tower				—		458,000
Wells Fargo Center–South Tower				—		290,000
Total debt refinanced				—		748,000

Total debt				2,085,859		2,117,377
Less: unamortized discounts and debt issuance costs				9,055		5,972
Total debt, net				$	2,076,804	$	2,111,405

__________

(1)

(2)


(3)	This loan bears interest at LIBOR plus 2.25% . Brookfield DTLA has two options to extend the maturity date of this loan, each for a period of 12 months, subject to meeting certain debt yield and loan to value ratios (as specified in the loan agreement).


(4)	This loan bears interest at LIBOR plus 1.75% . As required by the loan agreement, we have entered into an interest rate swap agreement to hedge this loan, which effectively fixes the LIBOR portion of the interest rate at 2.178% . The effective interest rate of 3.93% includes interest on the swap.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The weighted average interest rate of our debt was 4.42% as of December 31, 2016 and 4.20% as of December 31, 2015 .

Debt Refinanced

Gas Company Tower—

On July 11, 2016 , Brookfield DTLA refinanced the $458.0 million mortgage loan secured by Gas Company Tower. In connection with the refinancing, the Company repaid $8.0 million of principal and was required to fund various loan reserves, including a $20.7 million tenant improvement and leasing commission reserve, a $4.5 million rent concession reserve, and a $3.0 million property tax reserve at closing. During July 2016, the Company received $37.0 million in cash contributions from Brookfield DTLA Holdings, of which $19.7 million was used to pay for costs associated with the refinancing of Gas Company Tower.

Wells Fargo Center–South Tower—

On December 2, 2016 , Brookfield DLTA refinanced the $290.0 million mortgage loan secured by Wells Fargo Center–South Tower. In connection with the refinancing, the Company repaid $40.0 million of principal and was required to fund various loan reserves, including a $6.1 million tenant improvement and leasing commission reserve and a $1.1 million property tax reserve at closing. During November 2016, the Company received $20.3 million in cash contributions from Brookfield DTLA Holdings that, along with cash on hand, was used to pay for costs associated with the refinancing of Wells Fargo Center–South Tower.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Debt Modification

Debt Maturities

As Brookfield DTLA’s debt matures, principal payment obligations present significant future cash requirements. As of December 31, 2016 , our debt to be repaid during the next five years and thereafter is as follows (in thousands):



2017	$	589,026
2018	474,233
2019	4,449
2020	168,151
2021	450,000
Thereafter	400,000
	$	2,085,859

As of December 31, 2016 , $765.9 million of our debt may be prepaid without penalty, $400.0 million may be defeased (as defined in the underlying loan agreements), $470.0 million may be prepaid with prepayment penalties, and $450.0 million locked out from prepayment until September 6, 2017 .

Wells Fargo Center–North Tower—

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Figueroa at 7th—

Funding of Wells Fargo Center–North Tower Collateral Reserve

In connection with the MPG acquisition, Brookfield DTLA Holdings assumed the mortgage loan secured by the Wells Fargo Center–North Tower office property. In connection with the loan assumption, Brookfield DTLA Holdings agreed to deposit funds into a collateral reserve account held by the lender, of which $2.5 million was funded by Brookfield DTLA in each of the years ended December 31, 2015 and 2014 , respectively. The collateral reserve is included as part of restricted cash in the consolidated balance sheet.

MPG Office, L.P. Tax Indemnification Agreements

In connection with tax indemnification agreements entered into with MPG Office, L.P. prior to the acquisition of MPG in 2013 by Brookfield DTLA, Robert F. Maguire III, certain entities owned or controlled by Mr. Maguire, and other contributors to MPG at the time of its initial public offering guaranteed a portion of the Wells Fargo Center–North Tower and Gas Company Tower mortgage loans. As of December 31, 2016 , these loans are no longer subject to such guarantees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Non-Recourse Carve Out Guarantees


•	The special purpose property-owning subsidiary of Brookfield DTLA Holdings or Brookfield DTLA Holdings filing a voluntary petition for bankruptcy;


•	The special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to maintain its status as a special purpose entity;


•	Subject to certain conditions, the special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to obtain the lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the associated property; and


•	Subject to certain conditions, the special purpose property-owning subsidiary of Brookfield DTLA Holdings’ failure to obtain the lender’s written consent prior to a transfer or conveyance of the associated property, including, in some cases, indirect transfers in connection with a change in control of Brookfield DTLA Holdings or Brookfield DTLA.

The maximum amount Brookfield DTLA Holdings would be required to pay under a “non‑recourse carve out” guarantee is the principal amount of the loan (or a total of $2.1 billion as of December 31, 2016 for all loans). This maximum amount does not include liabilities related to environmental issues or hazardous substances. Losses resulting from the breach of our loan agreement representations related to environmental issues or hazardous substances are generally recourse to Brookfield DTLA Holdings pursuant to the “non-recourse carve out” guarantees and any such losses would be in addition to the total principal amounts of the loans. The potential losses are not quantifiable and can be material in certain circumstances, depending on the severity of the environmental or hazardous substance issues. Since each of our non-recourse loans is secured by the office building owned by the special purpose property-owning subsidiary of Brookfield DTLA Holdings, the amount due to the lender from Brookfield DTLA Holdings in the event a “non-recourse carve out” guarantee is triggered could subsequently be partially or fully mitigated by the net proceeds received from any disposition of the office building; however, such proceeds may not be sufficient to cover the maximum potential amount due, depending on the particular asset.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Debt Reporting

Note 5 —Mezzanine Equity

Mezzanine equity in the consolidated balance sheet is comprised of the Series A preferred stock, a Series A-1 preferred interest, a senior participating preferred interest and, as of December 31, 2016 , a Series B preferred interest (collectively, the “Preferred Interests”). The Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest are held by a noncontrolling interest holder. The Preferred Interests are classified in mezzanine equity because they are callable, and the holder of the Series A-1 preferred interest, senior participating preferred interest, Series B preferred interest, and some of the Series A preferred stock indirectly controls the ability to elect to redeem such instruments, through its controlling interest in the Company and its subsidiaries. There is no commitment or obligation on the part of Brookfield DTLA or Brookfield DTLA Holdings to redeem the Preferred Interests. See “—Series B Preferred Interest” below for a discussion of the issuance of the Series B preferred interest during the year ended December 31, 2016 .

The Preferred Interests included within mezzanine equity were recorded at fair value on the date of issuance and have been adjusted to the greater of their carrying amount or redemption value as of December 31, 2016 and 2015 . Adjustments to increase the carrying amount to redemption value are recorded in the consolidated statement of operations as a redemption measurement adjustment.

Dividends and Distributions

On January 4, 2016 , Brookfield DTLA paid a cash dividend of $2.25 per share to holders of record of its Series A preferred stock at the close of business on December 15, 2015 using cash on hand. This dividend payment reduced the accumulated and unpaid dividends owed on the Series A preferred stock by $21.9 million . Any future dividends declared would be at the discretion of Brookfield DTLA’s board of directors and would depend on its financial condition, results of operations, contractual obligations and the terms of its financing agreements at the time a dividend is considered, and other relevant factors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the years ended December 31, 2016 , 2015 and 2014 , the Company paid distributions and dividends totaling $0.6 million , $35.8 million and $220.0 million , respectively, to Brookfield DTLA Holdings related to the senior participating preferred interest.

Series A Preferred Stock

Brookfield DTLA is authorized to issue up to 10,000,000 shares of Series A preferred stock, $0.01 par value per share, with a liquidation preference of $25.00 per share. As of December 31, 2016 and 2015 , 9,730,370 shares of Series A preferred stock were outstanding, of which 9,357,469 shares were issued to third parties and 372,901 shares were issued to DTLA Fund Holding Co., a subsidiary of Brookfield DTLA Holdings.

On January 4, 2016 , Brookfield DTLA paid a cash dividend of $2.25 per share to holders of record of its Series A preferred stock at the close of business on December 15, 2015 using cash on hand. This dividend payment reduced the accumulated and unpaid dividends owed on the Series A preferred stock by $21.9 million . The dividend was declared on December 4, 2015 by the board of directors in connection with the settlement on a class-wide basis of the litigation brought in Maryland State Court and styled as In re MPG Office Trust Inc. Preferred Shareholder Litigation , Case No. 24‑C-13-004097. See Note 13 “Commitments and Contingencies—Litigation—Merger-Related Litigation” for additional information regarding the dividend payment.

No dividends were declared on the Series A preferred stock during the years ended December 31, 2016 and 2014 . Dividends on the Series A preferred stock are cumulative, and therefore, will continue to accrue at an annual rate of $1.90625 per share. As of December 31, 2016 , the cumulative amount of unpaid dividends totals $129.6 million and has been reflected in the carrying amount of the Series A preferred stock.

The Series A preferred stock does not have a stated maturity and is not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the Series A preferred stock will rank senior to our common stock with respect to the payment of distributions. We may, at our option, redeem the Series A preferred stock, in whole or in part, for cash at a redemption price of $25.00 per share, plus all accumulated and unpaid dividends on such Series A preferred stock up to and including the redemption date. The Series A preferred stock is not convertible into or exchangeable for any other property or securities of Brookfield DTLA.

As of December 31, 2016 , the Series A preferred stock is reported at its redemption value of $372.9 million calculated using the redemption price of $25.00 per share plus all accumulated and unpaid dividends on such Series A preferred stock through December 31, 2016 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Series A-1 Preferred Interest

The Series A-1 preferred interest is held by Brookfield DTLA Holdings or wholly owned subsidiaries of Brookfield DTLA Holdings and has a stated value of $225.7 million .

The Series A-1 preferred interest has mirror rights to the Series A preferred interests issued by New OP, which are held by a wholly owned subsidiary of Brookfield DTLA, but only with respect to their respective preferred liquidation preferences, and share pro rata with 48.13% to the Series A-1 preferred interest and 51.87% to the Series A preferred interest based on their current liquidation preferences in accordance with their respective preferred liquidation preferences in distributions from New OP, until their preferred liquidation preferences have been reduced to zero. Thereafter, distributions will be made 47.66% to the common component of the Series A interest and 52.34% to the common component of the Series B interest, which is held by Brookfield DTLA Holdings. The economic terms of the Series A preferred stock mirror those of the New OP Series A preferred interests, including distributions in respect of the preferred liquidation preference.

As of December 31, 2016 , the Series A-1 preferred interest is reported at its redemption value of $366.3 million calculated using its liquidation value of $225.7 million plus $140.6 million of accumulated and unpaid dividends on such Series A-1 preferred interest through December 31, 2016 .

Senior Participating Preferred Interest

DTLA OP issued a senior participating preferred interest to Brookfield DTLA Holdings in connection with the formation of Brookfield DTLA and the MPG acquisition. The senior participating preferred interest was comprised of $240.0 million in preferred interests with a 7.0% coupon and a 4.0% participating interest in the residual value of DTLA OP.

On March 21, 2014 , Brookfield DTLA made a cash distribution to Brookfield DTLA Holdings totaling $70.0 million , in respect of the senior participating preferred interest held by Brookfield DTLA Holdings, which was comprised of $7.3 million in settlement of preferred dividends on the senior participating preferred interest through March 21, 2014 and a return of investment of $62.7 million using proceeds generated by the refinancing of EY Plaza.

On August 28, 2014 , Brookfield DTLA made a cash distribution to Brookfield DTLA Holdings totaling $150.0 million , in respect of the senior participating preferred interest held by Brookfield DTLA Holdings, which was comprised of $5.5 million in settlement of preferred dividends on the senior participating preferred interest through August 28, 2014 and a return of investment of $144.5 million using proceeds generated by the refinancing of BOA Plaza.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On December 16, 2015 , Brookfield DTLA made a cash distribution to Brookfield DTLA Holdings totaling $35.8 million , in respect of the senior participating preferred interest held by Brookfield DTLA Holdings, which was comprised of $3.0 million in settlement of preferred dividends on the senior participating preferred interest through December 16, 2015 and a return of investment of $32.8 million using cash on hand. As of December 31, 2015 , the 7.0% preferred interest portion of the senior participating preferred interest had been fully repaid to Brookfield DTLA Holdings.

On April 5, 2016 , Brookfield DTLA made a $0.3 million distribution to Brookfield DTLA Holdings as a return of investment related to the senior participating preferred interest held by Brookfield DTLA Holdings using cash on hand.

On November 30, 2016 , Brookfield DTLA made a $0.3 million distribution to Brookfield DTLA Holdings as a return of investment related to the senior participating preferred interest held by Brookfield DTLA Holdings using cash on hand.

As of December 31, 2016 , the senior participating preferred interest is reported at its redemption value of $25.0 million using the value of the participating interest.

Series B Preferred Interest

At the time of the merger with MPG, Brookfield DTLA Holdings made a commitment to make capital contributions in cash or property to New OP, which directly or indirectly owns the Brookfield DTLA properties, to fund up to $260.0 million of its future cash needs, for which it will be entitled to receive a preferred return, if and when called by New OP.

On May 16, 2016 , New OP issued a Series B preferred interest to Brookfield DTLA Holdings in connection with a $6.0 million cash contribution from Brookfield DTLA Holdings to the Company under this commitment, which is entitled to a preferred return of 9.0% . The Company used these funds for general corporate purposes.

On July 11, 2016 and July 13, 2016 , the Company received $30.0 million and $7.0 million , respectively, in cash contributions from Brookfield DTLA Holdings, which are entitled to a preferred return of 9.0% as part of the Series B preferred interest. Of the $37.0 million contributed during July 2016, $19.7 million was used to pay for costs associated with the refinancing of Gas Company Tower, with the remainder used for general corporate purposes.

On November 30, 2016 , the Company received $20.3 million in cash contributions from Brookfield DTLA Holdings, which is entitled to a preferred return of 9.0% as part of the Series B preferred interest. The Company used these funds to pay for costs associated with the refinancing of Wells Fargo Center–South Tower.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2016 , the Series B preferred interest is reported at its redemption value of $65.4 million calculated using its liquidation value of $63.3 million plus $2.1 million of accumulated and unpaid dividends on such Series B preferred interest through December 31, 2016 .

Subsequent to December 31, 2016 , the Company received $30.0 million in cash contributions from Brookfield DTLA Holdings that increased the liquidation value of the Series B preferred interest and is entitled to a preferred return of 9.0% . The Company intends to use these funds for general corporate purposes. See Note 16 “Subsequent Event.”

Change in Mezzanine Equity

A summary of the change in mezzanine equity is as follows (in thousands, except share amounts):



	Number of Shares of Series A Preferred Stock	Series A Preferred Stock			Noncontrolling Interests							Total Mezzanine Equity
	Number of Shares of Series A Preferred Stock	Series A Preferred Stock			Series A-1 Preferred Interest		Senior Participating Preferred Interest			Series B Preferred Interest		Total Mezzanine Equity

Balance, December 31, 2013	9,730,370	$	339,101		$	314,658	$	257,780		$	—	$	911,539
Current dividends		18,548			17,213		10,044					45,805
Redemption measurement adjustment							2,256					2,256
Cash distributions							(220,000		)			(220,000		)
Balance, December 31, 2014	9,730,370	357,649			331,871		50,080			—		739,600
Current dividends		18,548			17,213		2,321					38,082
Redemption measurement adjustment							6,626					6,626
Dividends declared		(21,893		)								(21,893		)
Cash distributions							(35,820		)			(35,820		)
Balance, December 31, 2015	9,730,370	354,304			349,084		23,207			—		726,595
Issuance of Series B preferred interest										63,280		63,280
Current dividends		18,548			17,213		—			2,084		37,845
Cash distributions							(616		)			(616		)
Redemption measurement adjustment							2,428					2,428
Balance, December 31, 2016	9,730,370	$	372,852		$	366,297	$	25,019		$	65,364	$	829,532

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6 —Stockholders’ Deficit

Brookfield DTLA is authorized to issue up to 1,000,000 shares of common stock, $0.01 par value per share. As of December 31, 2016 and 2015 , 1,000 shares of common stock were issued and outstanding. No dividends were declared on the common stock during the years ended December 31, 2016 , 2015 and 2014 .

Brookfield DTLA has not paid any cash dividends on its common stock in the past. Any future dividends declared would be at the discretion of Brookfield DTLA’s board of directors and would depend on its financial condition, results of operations, contractual obligations and the terms of its financing agreements at the time a dividend is considered, and other relevant factors.

On April 21, 2016 , Brookfield DTLA received a $2.5 million capital contribution from Brookfield DTLA Holdings, which was used for general corporate purposes.

Note 7—Noncontrolling Interests

Mezzanine Equity Component

The Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest consist of equity interests of New OP, DTLA OP and New OP, respectively, which are owned directly by Brookfield DTLA Holdings. These noncontrolling interests are presented as mezzanine equity in the consolidated balance sheet. See Note 5 “Mezzanine Equity.”

Stockholders’ Deficit Component

The Series B common interest ranks junior to the Series A preferred stock as to dividends and upon liquidation and is presented in the consolidated balance sheet as noncontrolling interest.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 8—Accumulated Other Comprehensive (Loss) Income

A summary of the change in accumulated other comprehensive (loss) income related to Brookfield DTLA’s cash flow hedges is as follows (in thousands):



	For the Year Ended December 31,
	2016			2015			2014

Balance at beginning of year	$	(5,415	)	$	(4,337	)	$	1,007
Other comprehensive income (loss) before reclassifications	2,042			(1,078		)	(5,344		)
Amounts reclassified from accumulated other comprehensive (loss) income	—			—			—
Net current-year other comprehensive income (loss)	2,042			(1,078		)	(5,344		)
Balance at end of year	$	(3,373	)	$	(5,415	)	$	(4,337	)

Note 9— Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures , defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

ASC Topic 820 established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three categories:


•	Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date.


•	Level 2—Observable prices that are based on inputs not quoted in active markets, but corroborated by market data.


•	Level 3—Unobservable prices that are used when little or no market data is available.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. Brookfield DTLA utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, as well as consider counterparty credit risk in its assessment of fair value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Recurring Measurements

The valuation of Brookfield DTLA’s interest rate swap is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flow of the derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. We have incorporated credit valuation adjustments to appropriately reflect both our own and the respective counterparty’s non-performance risk in the fair value measurements.

Brookfield DTLA’s (liabilities) assets measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, are as follows (in thousands):



				Fair Value Measurements Using
	Total Fair Value			Quoted Prices in Active Markets for Identical (Liabilities) Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Interest rate swap at:
December 31, 2016	$	(3,373	)	$	—	$	(3,373	)	$	—
December 31, 2015	(5,415		)	—		(5,415		)	—
December 31, 2014	(4,337		)	—		(4,337		)	—

Interest rate caps at:
December 31, 2016	$	53		$	—	$	53		$	—
December 31, 2015	19			—		19			—
December 31, 2014	190			—		190			—

Note 10 — Financial Instruments

Derivative Financial Instruments

A summary of the fair value of Brookfield DTLA’s derivative financial instruments is as follows (in thousands):



	Fair Value as of
	December 31, 2016			December 31, 2015
Derivatives designated as cash flow hedging instruments:
Interest rate swap	$	(3,373	)	$	(5,415	)

The interest rate swap liability is included in accounts payable and other liabilities in the consolidated balance sheet.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

A summary of the effect of derivative financial instruments reported in the consolidated financial statements is as follows (in thousands):



	Amount of Gain (Loss) Recognized in AOCL			Amount of Gain (Loss) Reclassified from AOCL to Statement of Operations
Derivatives designated as cash flow hedging instruments:
Interest rate swap for the year ended:
December 31, 2016	$	2,042		$	—
December 31, 2015	(1,078		)	—
December 31, 2014	(5,344		)	—

Interest Rate Swap—

As of December 31, 2016 and 2015 , Brookfield DTLA held an interest rate swap with a notional amount of $185.0 million , which was assigned to the EY Plaza mortgage loan. The swap requires net settlement each month and expires on November 2, 2020 .

Interest Rate Caps—

Brookfield DTLA holds interest rate caps pursuant to the terms of certain of its mortgage loan agreements with the following notional amounts (in thousands):



	December 31, 2016		December 31, 2015

Wells Fargo Center–South Tower	$	270,000	$	290,000
777 Tower	220,000		200,000
	$	490,000	$	490,000

On September 1, 2016, the Company increased the notional amount of the interest rate cap agreement related to its 777 Tower mortgage loan from $200.0 million to $220.0 million pursuant to the terms of the modified loan agreement.

As required by the loan agreement, on December 2, 2016 the Company entered into an interest rate cap agreement related to its Wells Fargo Center–South Tower mortgage loan with a notional amount of $270.0 million .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other Financial Instruments

Brookfield DTLA’s other financial instruments that are exposed to concentrations of credit risk consist primarily of cash and accounts receivable. Management routinely assesses the financial strength of its tenants and, as a consequence, believes that its accounts receivable credit risk exposure is limited. Brookfield DTLA places its temporary cash investments with federally insured institutions. Cash balances with any one institution may at times be in excess of the federally insured limits.

The estimated fair value and carrying amount of Brookfield DTLA’s mortgage loans are as follows (in thousands):



	December 31, 2016		December 31, 2015

Estimated fair value	$	2,059,449	$	2,114,761
Carrying amount	2,085,859		2,117,377

We calculated the estimated fair value of our mortgage loans by discounting the future contractual cash flows of the loans using current risk adjusted rates available to borrowers with similar credit ratings. The estimated fair value of mortgage loans is classified as Level 3.

Note 11 —Related Party Transactions

Intercompany Loan

Management Agreements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

A summary of costs incurred by Brookfield DTLA under these arrangements, which are included in rental property operating and maintenance expense in the consolidated statement of operations, is as follows (in thousands):



	For the Year Ended December 31,
	2016		2015		2014

Property management fee expense	$	7,964	$	7,445	$	8,135
Asset management fee expense	6,330		6,292		6,109
General, administrative and reimbursable expenses	2,466		2,593		2,509
Leasing and construction management fees	3,049		6,396		3,626

Insurance Agreements

A summary of costs incurred by Brookfield DTLA under this arrangement, which are included in rental property operating and maintenance expense in the consolidated statement of operations, is as follows (in thousands):



	For the Year Ended December 31,
	2016		2015		2014

Insurance expense	$	7,948	$	8,532	$	8,466

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12—Rental Income

Brookfield DTLA’s properties are leased to tenants under net operating leases with initial expiration dates ranging from 2017 to 2035 . The future minimum base rental income (on a non-straight-line basis) to be received under noncancelable tenant operating leases in effect as of December 31, 2016 is as follows (in thousands):



2017	$	155,308
2018	149,122
2019	147,556
2020	139,895
2021	135,787
Thereafter	564,642
	$	1,292,310

Certain leases with retail tenants also provide for the payment by the lessee of additional rent based on a percentage of the tenants’ sales. The amounts shown in the table above do not include percentage rents. The Company recorded percentage rents totaling $2.8 million , $2.8 million and $1.4 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.

Note 13 —Commitments and Contingencies

Tenant Concentration

Brookfield DTLA generally does not require collateral or other security from its tenants, other than security deposits or letters of credit. Our credit risk is mitigated by the high quality of our existing tenant base, review of prospective tenants’ risk profiles prior to lease execution, and frequent monitoring of our tenant portfolio to identify problem tenants. However, since we have a significant concentration of rental revenue from certain tenants, the inability of those tenants to make their lease payments could have a material adverse effect on our results of operations, cash flow or financial condition.

During the years ended December 31, 2016 , 2015 and 2014 , EY Plaza, BOA Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower and 777 Tower each contributed more than 10% of Brookfield DTLA’s consolidated revenue. The revenue generated by these six properties totaled 100% , 98% and 100% of Brookfield DTLA’s consolidated revenue during the years ended December 31, 2016 , 2015 and 2014 , respectively.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Litigation

General—

Merger-Related Litigation—

In each of the Common Stock Actions, the plaintiffs allege, among other things, that MPG Office Trust, Inc.’s board of directors breached their fiduciary duties in connection with the merger by failing to maximize the value of MPG Office Trust, Inc. and ignoring or failing to protect against conflicts of interest, and that the relevant Brookfield Parties named as defendants aided and abetted those breaches of fiduciary duty. The Kim Action further alleges that MPG Office, L.P. also aided and abetted the breaches of fiduciary duty by MPG Office Trust, Inc.’s board of directors, and the Dell’Osso Action further alleges that MPG Office Trust, Inc. and MPG Office, L.P. aided and abetted the breaches of fiduciary duty by MPG Office Trust, Inc.’s board of directors. On June 4, 2013, the Kim and Perkins plaintiffs filed identical, amended complaints in the Circuit Court for Baltimore City, Maryland. On June 5, 2013, the Masih plaintiffs also filed an amended complaint in the Superior Court of the State of California in Los Angeles County. The three amended complaints, as well as the Dell’Osso Action complaint, allege that the preliminary proxy statement filed by MPG Office Trust, Inc. with the SEC on May 21, 2013 is false and/or misleading because it fails to include certain details of the process leading up to the merger and fails to provide adequate information concerning MPG Office Trust, Inc.’s financial advisors.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The plaintiffs in the seven lawsuits sought an injunction against the merger, rescission or rescissory damages in the event the merger has been consummated, an award of fees and costs, including attorneys’ and experts’ fees, and other relief.

On July 10, 2013, solely to avoid the costs, risks and uncertainties inherent in litigation, the Brookfield Parties and the other named defendants in the Common Stock Actions signed a memorandum of understanding, regarding a proposed settlement of all claims asserted therein. The parties subsequently entered into a stipulation of settlement dated November 21, 2013 providing for the release of all asserted claims, additional disclosures by MPG concerning the merger made prior to the merger’s approval, and the payment, by defendants, of an award of attorneys’ fees and expenses in an amount not to exceed $475,000 . After a hearing on June 4, 2014, the California State Court granted plaintiffs’ motion for final approval of the settlement and entered a Final Order and Judgment, awarding plaintiffs’ counsel’s attorneys’ fees and expenses in the amount of $475,000 , which was paid by MPG Office LLC on June 18, 2014.

On March 30, 2015 , the plaintiff in the Cohen Actions and the defendants entered into a memorandum of understanding setting forth an agreement in principle to settle the Preferred Stock Actions on a class-wide basis and dismiss the case with prejudice in exchange for the payment of $2.25 per share of Series A preferred stock of accumulated and unpaid dividends (the “Dividend Payment”) to holders of record on a record date to be set after final approval of the settlement by the Maryland State Court, plus any attorneys’ fees awarded by the Maryland State Court to the plaintiff’s

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

counsel. The dividend would reduce the amount of accumulated and unpaid dividends on the Series A preferred stock, and the terms of the Series A preferred stock would otherwise remain unchanged.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 14—Quarterly Financial Information (Unaudited)



	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands)
Year Ended December 31, 2016
Revenue	$	74,813		$	78,968		$	77,408		$	79,503
Expenses	84,785			87,230			86,802			90,042
Net loss	(9,972		)	(8,262		)	(9,394		)	(10,539		)
Net loss attributable to noncontrolling interests:
Series A-1 preferred interest – current dividends	4,303			4,303			4,303			4,304
Senior participating preferred interest – current dividends	—			—			—			—
Senior participating preferred interest – redemption measurement adjustment	656			400			908			464
Series B preferred interest – current dividends	—			68			881			1,135
Series B common interest – allocation of net loss	(10,242		)	(9,248		)	(10,532		)	(11,033		)
Net loss attributable to Brookfield DTLA	(4,689		)	(3,785		)	(4,954		)	(5,409		)
Series A preferred stock – current dividends	4,637			4,637			4,637			4,637
Net loss available to common interest holders of Brookfield DTLA	$	(9,326	)	$	(8,422	)	$	(9,591	)	$	(10,046	)

Year Ended December 31, 2015
Revenue	$	73,508		$	77,438		$	74,561		$	73,583
Expenses	82,569			84,166			83,908			88,801
Net loss	(9,061		)	(6,728		)	(9,347		)	(15,218		)
Net loss attributable to noncontrolling interests:
Series A-1 preferred interest – current dividends	4,303			4,303			4,303			4,304
Senior participating preferred interest – current dividends	587			597			608			529
Senior participating preferred interest – redemption measurement adjustment	760			1,540			804			3,521
Series B preferred interest – current dividends	—			—			—			—
Series B common interest – allocation of net loss	(10,127		)	(9,319		)	(10,310		)	(14,765		)
Net loss attributable to Brookfield DTLA	(4,584		)	(3,849		)	(4,752		)	(8,807		)
Series A preferred stock – current dividends	4,637			4,637			4,637			4,637
Net loss available to common interest holders of Brookfield DTLA	$	(9,221	)	$	(8,486	)	$	(9,389	)	$	(13,444	)

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15—Investments in Real Estate

A summary of information related to Brookfield DTLA’s investments in real estate as of December 31, 2016 is as follows (in thousands):



	Encum- brances		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period						Accum- ulated Depre- ciation (2)		Year Acquired
	Encum- brances		Land		Buildings and Improve- ments		Improve- ments		Carrying Costs		Land		Buildings and Improve- ments		Total (1)		Accum- ulated Depre- ciation (2)		Year Acquired
Los Angeles, CA
Wells Fargo Center– North Tower 333 S. Grand Avenue	$	550,000	$	41,024	$	456,363	$	57,660	$	—	$	41,024	$	514,023	$	555,047	$	49,817	2013
BOA Plaza 333 S. Hope Street	400,000		54,163		354,422		50,057		—		54,163		404,479		458,642		94,712		2006
Wells Fargo Center– South Tower 355 S. Grand Avenue	250,000		21,231		401,149		17,633		—		21,231		418,782		440,013		35,318		2013
Gas Company Tower 525-555 W. Fifth Street	450,000		20,742		396,159		53,569		—		20,742		449,728		470,470		30,797		2013
EY Plaza (3) 725 S. Figueroa Street	215,859		47,385		286,982		117,372		—		47,385		404,354		451,739		86,133		2006
777 Tower 777 S. Figueroa Street	220,000		38,010		303,697		17,798		—		38,010		321,495		359,505		32,372		2013
Miscellaneous investments	—		5,000		—		357		—		5,000		357		5,357		—
	$	2,085,859	$	227,555	$	2,198,772	$	314,446	$	—	$	227,555	$	2,513,218	$	2,740,773	$	329,149

__________


(1)	The aggregate gross cost of Brookfield DTLA’s investments in real estate for federal income tax purposes approximated $2.7 billion as of December 31, 2016 .


(2)	Depreciation in the consolidated statements of operations is computed on a straight-line basis over the following estimated useful lives: buildings ( 60 years, with an estimated salvage value of 5% ), building improvements (ranging from 7 years to 25 years), and tenant improvements (the shorter of the useful life or the applicable lease term).


(3)	Includes the mortgage loan encumbering the Figueroa at 7th retail property.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following is a reconciliation of Brookfield DTLA’s investments in real estate (in thousands):



	For the Year Ended December 31,
	2016		2015		2014
Investments in Real Estate
Balance at beginning of year	$	2,675,249	$	2,619,422	$	2,557,865
Additions during the year:
Acquisitions	—		—		—
Improvements	65,524		57,827		61,557
Deductions during the year:
Dispositions	—		2,000		—
Other	—		—		—
Balance at end of year	$	2,740,773	$	2,675,249	$	2,619,422

The following is a reconciliation of Brookfield DTLA’s accumulated depreciation on its investments in real estate (in thousands):



	For the Year Ended December 31,
	2016		2015		2014
Accumulated Depreciation
Balance at beginning of year	$	256,130	$	189,108	$	121,612
Additions during the year:
Depreciation expense	73,019		67,022		67,496
Deductions during the year:
Other	—		—		—
Balance at end of year	$	329,149	$	256,130	$	189,108

Note 16 — Subsequent Event

Contributions from Brookfield DTLA Holdings

Subsequent to December 31, 2016 , the Company received $30.0 million in cash contributions from Brookfield DTLA Holdings, which is entitled to a preferred return of 9.0% as part of the Series B preferred interest. The Company intends to use these funds for general corporate purposes.

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Item 9.	Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure.

None.


Item 9A.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Brookfield DTLA maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), Brookfield DTLA carried out an evaluation, under the supervision and with the participation of its management, including its principal executive officer and its principal financial officer, of the effectiveness of the design and operation of Brookfield DTLA’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, Paul L. Schulman, our principal executive officer, and Edward F. Beisner, our principal financial officer, concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2016 .

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our management, including Messrs. Schulman and Beisner, evaluated the effectiveness of Brookfield DTLA’s internal control over financial reporting using the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2016 .

Changes in Internal Control over Financial Reporting

There have been no changes in Brookfield DTLA’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2016 that have materially affected, or that are reasonable likely to materially affect, our internal control over financial reporting.


Item 9B.	Other Information.

None.

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PART III


Item 10.	Directors, Executive Officers and Corporate Governance.

Executive Officers of the Registrant

Brookfield DTLA Fund Office Trust Investor Inc., a Maryland Corporation (“Brookfield DTLA,” the “Company,” “us,” “we” and “our”), does not directly employ any of the persons responsible for managing its business. Brookfield Office Properties Inc., a corporation incorporated under the Laws of Canada (“BPO”), through Brookfield DTLA Holdings LLC (“Brookfield DTLA Holdings”), a Delaware limited liability company, manages our operations and activities, and it, together with its board of directors and officers, makes decisions on our behalf. Our executive officers are employed by BPO and we do not directly or indirectly pay any compensation to them.

Our current executive officers are as follows:

Edward F. Beisner was appointed Chief Financial Officer of Brookfield DTLA in May 2015. Mr. Beisner serves as Senior Vice President and Controller of BPO’s U.S. Commercial Operations Division since 2013 and has served in various roles, including most recently as Senior Vice President and Controller, U.S. Commercial Operations, of U.S. subsidiaries of BPO since 1996. The board of directors appointed Mr. Beisner as Chief Financial Officer based, among other factors, on his knowledge of the Company and his experience in commercial real estate.

Paul L. Schulman was appointed President of Brookfield DTLA in August 2014. Mr. Schulman serves as President and Chief Operating Officer, U.S. Commercial Operations of BPO since 2014 and Chief Operating Officer, U.S. Commercial Operations of BPO since 2009. Prior to that, he served as Senior Vice President, Regional Head of the Washington, DC Region for BPO. He joined Trizec Properties, Inc. (which was acquired by BPO) in 1998 as Portfolio Manager for the Washington, DC and northern Virginia portfolios. The board of directors appointed Mr. Schulman as President based, among other factors, on his knowledge of the Company, leadership capabilities and his experience in commercial real estate.

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Directors of the Registrant

Our current board of directors is as follows:



Name	Age	Position	Director Since

G. Mark Brown	52	Director (also Global Chief Investment Officer of BPO)	2013
Michelle L. Campbell	46	Director (also Senior Vice President and Secretary of both Brookfield DTLA and BPO)	2014
Alan J. Carr	47	Director	2014
Craig W. Perry	37	Director	2014
Paul L. Schulman	48	Director (also Chairman of the Board and President of Brookfield DTLA, and President and Chief Operating Officer, U.S. Commercial Operations of BPO)	2013
Robert L. Stelzl	72	Director	2014
Ricky Tang	38	Director (also Chief Financial Officer of BPO)	2016

Messrs. Brown, Schulman and Tang and Ms. Campbell are employed by BPO. BPO is Brookfield DTLA’s ultimate parent and, through Brookfield DTLA Holdings, an affiliate of BPO manages the Company’s operations and activities, and it, together with the board of directors and officers, makes decisions on the Company’s behalf. BOP Management Inc. (“BOP”), an affiliate of BPO, is affiliated with the Company because certain subsidiaries of the Company have entered into arrangements with BOP, pursuant to which BOP provides property management and various other services to the Company.

G. Mark Brown has served on the board of directors since the Company was formed in April 2013. Mr. Brown was appointed Global Chief Investment Officer of BPO in July 2012. Previously he was Head of Global Strategic Initiatives and Finance of BPO, prior to which he was Senior Vice President, Strategic Initiatives and Finance of BPO since 2005. The board of directors nominated Mr. Brown to serve as a director based, among other factors, on his knowledge of the Company and his experience in commercial real estate.

Michelle L. Campbell has served on the board of directors since August 2014. Ms. Campbell has also served as Senior Vice President and Secretary of the Company since March 2016 and as Vice President and Secretary of the Company since it was formed in April 2013. Ms. Campbell has served in her principal occupation as Senior Vice President and Secretary of BPO since March 2016 and was previously Vice President, Counsel of BPO since 2007. The board of directors nominated Ms. Campbell to serve as a director based, among other factors, on her knowledge of the Company and her experience in legal matters and commercial real estate.

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Alan J. Carr has served on the board of directors since October 2014. Mr. Carr is an investment professional with almost 20 years of experience working from the principal and advisor side on complex, process-intensive financial situations and he is the founder of Drivetrain Advisors, a fiduciary services firm that supports the investment community in legally- and process‑intensive investments as a representative, director, or trustee. Prior to founding Drivetrain Advisors in 2013, Mr. Carr was a Managing Director at Strategic Value Partners, LLC (“Strategic Value Partners”), where he led financial restructurings for companies in North America and Europe, working in both the U.S. and Europe over nine years. Prior to joining Strategic Value Partners, Mr. Carr was a corporate attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where he represented clients in various major transactions. Prior to that, he was an attorney at Ravin, Sarasohn, Baumgarten, Fisch & Rosen, P.C. Mr. Carr is also a director and audit and compensation committee member of Midstates Petroleum Company Inc., a company that is traded on the New York Stock Exchange (the “NYSE”). Mr. Carr currently serves on the board of directors of Syncora Holdings Ltd. and Atlas Iron Limited and as a director and chair of the compensation committee of Verso Corporation. He previously served on the board of directors of NewPage Corporation and UCI Holdings Limited. Mr. Carr also serves and has previously served on various boards of private companies in North America, Europe and Asia.

As holders of the Series A preferred stock did not submit any proposals for the election of directors at Brookfield DTLA’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”), Mr. Carr will continue to serve on the board of directors as a preferred director until his successor is duly elected and qualifies or, if earlier, until the full payment (or setting aside for payment) of all dividends on the Series A preferred stock that are in arrears, as well as dividends for the then current period in accordance with Maryland law, Brookfield DTLA’s charter and the Second Amended and Restated Bylaws of the Company, dated August 11, 2014 (the “Amended Bylaws”).

Craig W. Perry has served on the board of directors since October 2014. Mr. Perry is the Chief Executive Officer of TLT Group, a private restaurant holding company with fast-casual tex-mex restaurants operating in Kentucky, Tennessee, Alabama and South Carolina. He is also the founder of Haloroc Holdings Corporation (“Haloroc”), a private holding company with a focus on investing in the real estate, financial and energy markets. Prior to founding Haloroc, Mr. Perry was a Managing Director at Panning Capital from the firm’s inception in October 2012 until June 2014. From 2008 to 2012, Mr. Perry was a founding partner at Sabretooth Capital Partners, an investment management firm, and served as the co-portfolio manager of Sabretooth’s event-driven and macro investment team. Previously, Mr. Perry held positions at Swiss Re Financial Products Corporation and Credit Suisse Group as a portfolio manager with a focus on equities and distressed credit. Mr. Perry is a board member of Cortland Partners, a private multifamily real estate firm, as well as a board member of Nelson Education, a Canadian publisher. Mr. Perry holds a Bachelor of Arts in Economics from Princeton University.

As holders of the Series A preferred stock did not submit any proposals for the election of directors at the 2016 Annual Meeting, Mr. Perry will continue to serve on the board of directors as a preferred director until his successor is duly elected and qualifies or, if earlier, until the full payment (or setting aside for payment) of all dividends on the Series A preferred stock that are in arrears, as well as dividends for the then current period in accordance with Maryland law, Brookfield DTLA’s charter and the Amended Bylaws.

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Paul L. Schulman has served on the board of directors since November 2013 and was elected Chairman of the Board and appointed as President of the Company in August 2014. See “Executive Officers of the Registrant” for Mr. Schulman’s biographical information. The board of directors nominated Mr. Schulman to serve as a director and Chairman based, among other factors, on his knowledge of the Company, leadership capabilities and his experience in commercial real estate.

Robert L. Stelzl has served on the board of directors since January 2014. Mr. Stelzl is a private real estate investor and investment manager. In 2003, he retired from Colony Capital, LLC, a global real estate private equity investor, after 14 years as a principal and member of the Investment Committee. The board of directors nominated Mr. Stelzl to serve as a director based, among other factors, on his experience in commercial real estate.

Ricky Tang has served on the board of directors since March 2016. Mr. Tang has held his principal occupation as Chief Financial Officer of BPO since February 2016. Previously, Mr. Tang was Executive Director, Finance & Asset Management of China Xintiandi from March 2014 to February 2016, Chief Financial Officer of BPO’s Australian Commercial Operations from March 2011 to March 2014, and Vice President and Controller of Brookfield Canada Office Properties from July 2007 to March 2011. The board of directors nominated Mr. Tang to serve as a director based, among other factors, on his knowledge of the Company and his experience in financial matters and commercial real estate.

Board Leadership Structure and Risk Oversight

The Amended Bylaws give the board of directors the flexibility to determine whether the roles of principal executive officer and Chairman of the Board should be held by the same person or by two separate individuals. In connection with the listing of the Series A preferred stock on the NYSE, the board of directors determined that having one person serve as both principal executive officer and Chairman of the Board is in the best interest of the Company’s stockholders. We believe this structure makes the best use of the principal executive officer’s extensive knowledge of the Company and fosters real-time communication between management and the board of directors. Mr. Schulman has served as Chairman of the Board and President of the Company since August 2014 and is considered our principal executive officer.

The board of directors is actively involved in overseeing Brookfield DTLA’s risk management. Under our Corporate Governance Guidelines, the board of directors is responsible for assessing the major risks facing the Company and its business and approving and monitoring appropriate systems to manage those risks. Under its charter, the Audit Committee is responsible for reviewing and approving the Company’s policies with respect to risk assessment and management, particularly financial risk exposure, and discussing with management the steps taken to monitor and control risks.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires that our executive officers and directors, and beneficial owners of more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership of such securities with the U.S. Securities and Exchange Commission (the “SEC”). Such officers, directors and greater than 10% stockholders are also required to furnish us with copies of all Section 16(a) forms they file.

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Based on our review of the copies of all Section 16(a) forms received by us and other information, we believe that with regard to the fiscal year ended December 31, 2016 , all of our executive officers, directors and greater than 10% stockholders complied with all applicable filing requirements, except as follows: due to inadvertence by the Company, Ricky Tang was late in filing a Form 3 with respect to his ownership of Series A preferred stock. The required form was filed on May 13, 2016.

Changes to Nominating Procedures for Use by Security Holders

There were no material changes to the procedures by which stockholders may recommend nominees to the board of directors during the fiscal year ended December 31, 2016 .

Board Governance Documents

The board of directors maintains a charter for its Audit Committee, has adopted written policies regarding the Approval of Audit and Non-Audit Services Provided by the External Auditor and has adopted Corporate Governance Guidelines. The board of directors has also adopted the Code of Business Conduct and Ethics and Personal Trading Policy of Brookfield Asset Management Inc. (“BAM”), each applicable to the directors, officers and employees of BAM and its subsidiaries. Brookfield DTLA is an indirect subsidiary of BAM. These documents are available in print to any person who sends a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

Audit Committee

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. Since 2014, Mr. Stelzl has been the Chairman of the Audit Committee and Mr. Perry has been a member of the Audit Committee. Each of Messrs. Stelzl and Perry is an independent director.

The composition of the Audit Committee meets the NYSE requirements for a special purpose entity, including the requirements dealing with financial literacy and financial sophistication. As a special purpose entity under NYSE rules, the board of directors is not required to determine whether any members of the Audit Committee qualify as an “audit committee financial expert” as defined by the SEC. The independent members of the Audit Committee satisfy the enhanced independence standards applicable to audit committees set forth in Rule 10A-3(b)(i) under the Exchange Act and the NYSE listing standards.

Certifications

The Sarbanes-Oxley Act Section 302 certifications of our principal executive officer and principal financial officer are filed with this Annual Report on Form 10-K as Exhibits 31.1 and 31.2, respectively.

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Item 11. Executive Compensation.

Compensation Discussion and Analysis

Brookfield DTLA does not directly employ any of the persons responsible for managing its business. BPO, through Brookfield DTLA Holdings, manages our operations and activities, and it, together with its board of directors and officers, makes decisions on our behalf. Our executive officers are employed by affiliates of BPO and we do not directly or indirectly pay any compensation to them. The compensation of the executive officers is set by their employer and we have no control over the determination of their compensation. Our executive officers participate in employee benefit plans and arrangements sponsored by BPO and its affiliates. We have not established any employee benefit plans or entered into any employment agreements with any of our executive officers.

Affiliates of BPO determines the total compensation paid to our executive officers. In determining this compensation, they consider, among other things, BPO’s business, results of operations and financial condition taken as a whole. For a detailed discussion of the objectives of BPO’s compensation program, the elements of its compensation program and how compensation is determined, please refer to BPO’s most recently filed Annual Information Form, which is available on BPO’s website at www.bpoinvestor.com under the heading “Investors—Reports & Filings—Annual Information Forms” and at the Canadian Securities Administrator’s website SEDAR at www.sedar.com . We have included the web addresses of BPO and SEDAR as inactive textual references only. Except as specifically incorporated by reference into this document, information on these websites are not part of this document.

Compensation of Directors

The following table summarizes the compensation earned by each of our independent directors during the fiscal year ended December 31, 2016 :



Name (1)	Fees Earned or Paid in Cash ($) (2)	Total ($)
(a)	(b)	(g)
Alan J. Carr	125,000	125,000
Craig W. Perry	130,000	130,000
Robert L. Stelzl	130,000	130,000

__________


(1)	Each non-independent member of our board of directors does not receive any additional compensation from the Company for his or her services as a director.


(2)	A mounts shown in Column (b) are those earned during the fiscal year ended December 31, 2016 for annual retainer fees, committee fees and/or chair fees.

Compensation Risk Assessment

Brookfield DTLA believes that the compensation policies and practices of the Company, and of BPO and its affiliates with respect to the executive officers of the Company, appropriately balance risk in connection with the achievement of annual and long-term goals and that they do not encourage unnecessary or excessive risk taking. Brookfield DTLA believes that the compensation policies and practices of the Company, and of BPO with respect to the executive officers of the Company, are not reasonably likely to have a material adverse effect on its financial position or results of operations.

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Item 12.	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters.

Principal Stockholders

Common Stock

As of March 17, 2017 , Brookfield DTLA Holdings is the holder of all of the issued and outstanding shares of the Company’s common stock.

Series A Preferred Stock

Based on our review of all forms filed by holders of the Series A preferred stock with the SEC with respect to ownership of shares of the Series A preferred stock and other information, as of March 17, 2017 , set forth below is a table that shows how much of our Series A preferred stock was beneficially owned on March 17, 2017 , by each person known to us to beneficially own more than 5% of our Series A preferred stock. Please note that under U.S. securities laws, the Series A preferred stock is generally not considered voting stock and, therefore, persons beneficially owning more than 5% of our Series A preferred stock have no obligation to notify us or the SEC of their beneficial ownership of such Series A preferred stock. Consequently, there may be other holders of more than 5% of the Series A preferred stock that are not known to us.

__________

(1)

Under Rule 13d-3 of the Exchange Act, certain shares may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Series A preferred stock actually outstanding as of March 17, 2017 .

(2)

Information regarding Panning Capital Management, LP (“Panning”) was obtained from a Schedule 13D, filed with the SEC by Panning on July 24, 2014. Panning reported that, at July 22, 2014, the following entities and natural persons possessed shared power to vote, and shared power to direct the disposition of, the respective amount of shares that follow: Panning– 914,375 ; Panning Holdings GP, LLC– 914,375 ; William M. Kelly– 914,375 ; Kiernan W. Goodwin– 914,375 ; and Franklin S. Edmonds– 914,375 .

Security Ownership of our Directors and Executive Officers

None of our directors or executive officers owns any shares of capital stock of the Company.

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Item 13.	Certain Relationships and Related Transactions, and Director Independence.

Policies and Procedures for Related Party Transactions

Under Brookfield DTLA’s Corporate Governance Guidelines, each director is required to inform the board of directors of any potential or actual conflicts, or what might appear to be a conflict of interest he or she may have with the Company. If a director has a personal interest in a matter before the board of directors or a committee, he or she must not participate in any vote on the matter except where the board of directors or the committee has expressly determined that it is appropriate for him or her to do so. Under BAM’s Code of Business Conduct and Ethics, officer and employee conflicts of interest are generally prohibited as a matter of Company policy.

Intercompany Loan

Brookfield DTLA was indebted to BOP under a $25.0 million promissory note dated October 11, 2013 that bore interest at 3.25% . For the year ended December 31, 2014 , the Company accrued $0.6 million of interest expense related to this note. During September 2014, Brookfield DTLA paid $25.8 million in full settlement of the principal and interest outstanding on the intercompany loan using proceeds from the mortgage loan secured by the Figueroa at 7th retail property.

Management Agreements

A summary of costs incurred by Brookfield DTLA under these arrangements is as follows (in thousands):



	For the Year Ended December 31,
	2016		2015		2014

Property management fee expense	$	7,964	$	7,445	$	8,135
Asset management fee expense	6,330		6,292		6,109
General, administrative and reimbursable expenses	2,466		2,593		2,509
Leasing and construction management fees	3,049		6,396		3,626

Insurance Agreements

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all of BPO’s U.S. properties. Brookfield DTLA is in compliance with the contractual obligations regarding terrorism insurance contained in such policies. Insurance premiums for Brookfield DTLA’s properties are paid by an affiliate of BPO and Brookfield DTLA reimburses this BPO affiliate for the actual cost of such premiums.

Prior to their expiration, which became effective on April 19, 2014, the properties acquired from MPG Office Trust, Inc. and MPG Office, L.P. (together “MPG”) in 2013 were covered under an insurance policy that provided all risk property and business interruption coverage with an aggregate limit of $1.25 billion and a $130.0 million aggregate limit of earthquake insurance, and a terrorism insurance policy with a $1.25 billion aggregate limit. Effective April 19, 2014, the MPG properties were added to the existing BPO insurance policies described above.

A summary of costs incurred by Brookfield DTLA under this arrangement is as follows (in thousands):



	For the Year Ended December 31,
	2016		2015		2014

Insurance expense	$	7,948	$	8,532	$	8,466

Director Independence

Because the Series A preferred stock is the only publicly listed security of the Company, the Company is a special purpose entity as defined by the NYSE rules on corporate governance (the “NYSE Rules”) and has chosen to rely on the NYSE Rules’ “special purpose entity exemption” with respect to certain independence requirements. Of the Company’s seven directors, three are currently independent of management and of Brookfield DTLA Holdings and BPO. The board of directors has adopted independence standards as part of its Corporate Governance Guidelines, which are available in print to any person who sends a written request to that effect to the attention of our Secretary, as provided for above under the heading “—Board Governance Documents.”

The independence standards contained in our Corporate Governance Guidelines incorporate the categories of relationships between a director and a listed company that would make a director ineligible to be independent according to the standards issued by the NYSE.

In accordance with the NYSE Rules and our Corporate Governance Guidelines, on March 16, 2017 , the board of directors affirmatively determined that each of the following directors is and was independent within the meaning of both our and the NYSE’s director independence standards, as then in effect:

Alan J. Carr

Craig W. Perry

Robert L. Stelzl

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Item 14.	Principal Accounting Fees and Services.

The following table summarizes the fees for professional services rendered by Deloitte & Touche LLP:



	For the Year Ended December 31,
	2016		2015

Audit fees (1)	$	720,300	$	600,500
Audit-related fees	—		—
Tax fees (2)	—		110,000
All other fees	—		—
	$	720,300	$	710,500

__________


(1)	Audit fees consist of fees for professional services provided in connection with the audits of the Company’s annual consolidated financial statements, audits of the Company’s subsidiaries required for statute or otherwise and the performance of interim reviews of the Company’s quarterly unaudited consolidated financial statements.


(2)	Tax fees for the year ended December 31, 2015 include fees for tax services provided by Deloitte Tax LLP including tax advisory services in connection with post-merger tax compliance services related to the acquisition of MPG in 2013.

Pre-approval Policies and Procedures

The Company has adopted written policies that provide that the Audit Committee is to pre‑approve all audit services and permitted non-audit services to be performed for Brookfield DTLA by its independent registered public accounting firm in accordance with applicable law. During the fiscal years ended December 31, 2016 and 2015 , all audit and non-audit services provided to us by Deloitte & Touche LLP were pre-approved by the Audit Committee.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.



(a)		The following documents are filed as part of this Annual Report on Form 10-K:

1.		Financial Statements
		See Part II, Item 8. “Financial Statements and Supplementary Data. ”

2.		Financial Statement Schedules for the Years Ended December 31, 2016, 2015 and 2014
		All financial statement schedules are omitted because they are not applicable, or the
		required information is included in the consolidated financial statements or
		notes thereto. See Part II, Item 8 “Financial Statements and Supplementary Data. ”

3.		Exhibits (listed by number corresponding to Item 601 of Regulation S-K)



		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

2.1†	Agreement and Plan of Merger by and among MPG Office Trust, Inc., MPG Office, L.P., Brookfield DTLA Holdings L.P., Brookfield DTLA Fund Office Trust Investor Inc., DTLA Fund Office Trust Inc., and Brookfield DTLA Fund Properties LLC dated as of April 24, 2013	8-K	001-31717	2.1	April 25, 2013

2.2	Waiver and First Amendment to Agreement and Plan of Merger, dated as of May 19, 2013, by and among MPG Office Trust, Inc., MPG Office, L.P., Brookfield DTLA Holdings LLC (which was converted from a Delaware limited partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., and Brookfield DTLA Fund Properties LLC	8-K	001-31717	2.1	May 20, 2013

112

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

2.3	Second Amendment to Agreement and Plan of Merger, dated as of July 10, 2013, by and among MPG Office Trust, Inc., MPG Office, L.P., Brookfield DTLA Holdings LLC (which was converted from a Delaware limited partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., and Brookfield DTLA Fund Properties LLC	8-K	001-31717	2.1	July 11, 2013

2.4	Third Amendment to Agreement and Plan of Merger, dated as of August 14, 2013, by and among MPG Office Trust, Inc., MPG Office, L.P., Brookfield DTLA Holdings LLC (which was converted from a Delaware limited partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., and Brookfield DTLA Fund Properties LLC	8-K	001-31717	2.1	August 15, 2013

3.1	Articles of Incorporation of Brookfield DTLA Fund Office Trust Investor Inc.	S-4	333-189273	3.1	June 12, 2013

3.2	Second Amended and Restated Bylaws of Brookfield DTLA Fund Office Trust Investor Inc.	8-K	001-36135	3.2	August 14, 2014

3.3	Articles of Incorporation of Brookfield DTLA Fund Office Trust Inc.	S-4	333-189273	3.3	June 12, 2013

113

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

3.4	Bylaws of Brookfield DTLA Fund Office Trust Inc.	S-4	333-189273	3.4	June 12, 2013

3.5	Articles of Amendment of Brookfield DTLA Fund Office Trust Inc.	S-4/A	333-189273	3.5	October 9, 2013

3.6	Articles Supplementary of Brookfield DTLA Fund Office Trust Investor Inc. 7.625% Series A Cumulative Redeemable Preferred Stock	S-4/A	333-189273	4.1	August 27, 2013

3.7	Articles Supplementary of Brookfield DTLA Fund Office Trust Investor Inc. 15% Series B Cumulative Nonvoting Preferred Stock	S-4/A	333-189273	4.2	August 27, 2013

3.8	Articles Supplementary of Brookfield DTLA Fund Office Trust Inc. 7.625% Series A Cumulative Redeemable Preferred Stock	S-4/A	333-189273	4.3	August 27, 2013

3.9	Articles Supplementary of Brookfield DTLA Fund Office Trust Inc. 15% Series B Cumulative Nonvoting Preferred Stock	S-4/A	333-189273	4.4	August 27, 2013

4.1	Form of Certificate of Series A Preferred Stock of Brookfield DTLA Fund Office Trust Investor Inc.	10-K	001-36135	4.1	April 7, 2014

10.1	Form of Indemnity Agreement	8-K	001-36135	10.1	November 4, 2013

10.2††	Loan Agreement, dated as of April 4, 2007, between North Tower, LLC, as Borrower, and Lehman Ali Inc. and Greenwich Capital Financial Products, Inc., together, as Lender	10-K	001-31717	10.47	March 18, 2013

114

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

10.3	Assignment and Assumption Agreement, dated as of January 2, 2014, between Wells Fargo Bank, National Association and PNC Bank, National Association	8-K	001-36135	10.10	April 7, 2014

10.4	Consent and Acknowledgment Agreement, dated as of October 15, 2013, by and among U.S. Bank National Association, as Trustee, Successor-in- Interest to Bank of America, N.A., as Trustee for the registered holders of GS Mortgage Securities Corporation II, commercial mortgage pass-through certificates, Series 2007-GG10, as Lender, North Tower, LLC, as Borrower, MPG Office, L.P., as Old Guarantor, and Brookfield DTLA Holdings LLC, as New Guarantor	8-K	001-36135	10.11	April 7, 2014

10.5*	Loan Agreement dated as of December 2, 2016 between Maguire Properties – 355 South Grand, LLC, as Borrower, and H/2 Financial Funding I LLC, as Lender

10.6*	Non-Recourse Carveout Guaranty executed as of December 2, 2016 by Brookfield DTLA Holdings LLC, as Guarantor, in favor of H/2 Financial Funding I LLC, as Lender

115

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

10.7*	Loan Agreement dated as of July 11, 2016 between Maguire Properties – 555 W. Fifth, LLC and Maguire Properties – 350 S. Figueroa, LLC, collectively, as Borrower, and Deutsche Bank AG, New York Branch and Barclays Bank PLC, collectively, as Lender

10.8*	Mezzanine Loan Agreement dated as of July 11, 2016 between Maguire Properties – 555 W. Fifth Mezz I, LLC, as Borrower, and Deutsche Bank AG, New York Branch and Barclays Bank PLC, collectively, as Lender

10.9*	Guaranty of Recourse Obligations executed as of July 11, 2016 by Brookfield DTLA Holdings LLC, as Guarantor, for the benefit of Deutsche Bank AG, New York Branch and of Barclays Bank PLC, collectively as Lender

10.10*	Mezzanine Guaranty of Recourse Obligations executed as of July 11, 2016 by Brookfield DTLA Holdings LLC, as Guarantor, for the benefit of Deutsche Bank AG, New York Branch and of Barclays Bank PLC, collectively as Lender

116

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

10.11	Deed of Trust, Security Agreement and Fixture Filing by Maguire Properties – 777 Tower, LLC, as Trustor to Fidelity National Title Insurance Company, as Trustee for the benefit of Metropolitan Life Insurance Company, as Beneficiary, dated October 15, 2013	8-K	001-36135	10.2	April 7, 2014

10.12	Promissory Note, dated as of October 15, 2013, between Maguire Properties – 777 Tower, LLC and Metropolitan Life Insurance Company	8-K	001-36135	10.3	April 7, 2014

10.13*	Amended and Restated Promissory Note dated September 1, 2016 by Maguire Properties – 777 Tower, LLC and Metropolitan Life Insurance Company

10.14	Loan Agreement, between EYP Realty, LLC, as Borrower and Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner and the financial institutions now or hereafter signatories hereto and their assignees pursuant to Section 13.12, as Lenders, entered into as of November 27, 2013	8-K	001-36135	10.6	April 7, 2014

10.15	Promissory Note, dated as of January 2, 2014, between EYP Realty, LLC and Wells Fargo Bank, National Association	8-K	001-36135	10.7	April 7, 2014

117

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

10.16	Promissory Note, dated as of January 2, 2014, between EYP Realty, LLC and PNC Bank, National Association	8-K	001-36135	10.8	April 7, 2014

10.17	Promissory Note, dated as of December 18, 2013, between EYP Realty, LLC and Aozora Bank, Ltd.	8-K	001-36135	10.9	April 7, 2014

10.18	Loan Agreement, effective as of September 10, 2014, by and among BOP Figat7th LLC, as Borrower, and the financial institutions that are or may from time to time become parties hereto, as Lenders, and Compass Bank, as Administrative Agent	10-K	001-36135	10.20	March 31, 2015

10.19	Promissory Note, effective as of September 10, 2014, between BOP Figat7th LLC and Compass Bank	10-K	001-36135	10.21	March 31, 2015

10.20	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by BOP Figat7th LLC, as Borrower, and Compass Bank, as Administrative Agent, effective as of September 10, 2014	10-K	001-36135	10.22	March 31, 2015

118

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

10.21	Limited Recourse Guaranty, effective as of September 10, 2014, by Brookfield DTLA Holdings LLC, as Guarantor, for the benefit of Compass Bank, as lender, and as Administrative Agent for itself and those other Lenders as defined in the Loan Agreement	10-K	001-36135	10.23	March 31, 2015

10.22	Loan Agreement, dated as of August 7, 2014, among 333 South Hope Co. LLC and 333 South Hope Plant LLC collectively, as Borrower, Wells Fargo Bank, National Association, as Lender, and Citigroup Global Markets Realty Corp., as Lender	10-K	001-36135	10.24	March 31, 2015

10.23	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of August 7, 2014, by 333 South Hope Co. LLC and 333 South Hope Plant LLC, collectively, as grantor, to Fidelity National Title Company, as trustee, for the benefit of Wells Fargo Bank, National Association and Citigroup Global Markets Realty Corp., collectively, as beneficiary	10-K	001-36135	10.25	March 31, 2015

10.24	Guaranty of Recourse Obligations dated as of August 7, 2014	10-K	001-36135	10.26	March 31, 2015

119

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

10.25	Reserve Guaranty dated as of August 7, 2014	10-K	001-36135	10.27	March 31, 2015

10.26	Side Letter regarding Reserve Guaranty dated as of August 7, 2014	10-K	001-36135	10.28	March 31, 2015

21.1*	List of Subsidiaries of the Registrant as of December 31, 2016

31.1*	Certification of Principal Executive Officer dated March 20, 2017 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Principal Financial Officer dated March 20, 2017 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of Principal Executive Officer and Principal Financial Officer dated March 20, 2017 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

99.1	Memorandum of Understanding In Re MPG Office Trust Inc. Preferred Shareholder Litigation entered into as of March 30, 2015	10-K	001-36135	99.1	March 31, 2015

101.INS**	XBRL Instance Document

101.SCH**	XBRL Taxonomy Extension Schema Document

120

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**	XBRL Taxonomy Extension Label Linkbase Document

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document



(b)		Exhibits Required by Item 601 of Regulation S-K
		See Item 3 above.

(c)		Financial Statement Schedules
		See Item 2 above.
_________
*		Filed herewith.
**		Furnished herewith.
†		Pursuant to Regulation S-K 601(b)(2), we have not filed exhibits and schedules related to this agreement. Copies of such exhibits and schedules will be furnished supplementally to the SEC upon request.
‡		Confidential treatment has been requested with respect to certain portions of this agreement.
(1	)	This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.


Item 16.	Form 10-K Summary.

None.

121

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date:	March 20, 2017



	BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
	Registrant

	By:	/s/ PAUL L. SCHULMAN
		Paul L. Schulman
		President and Chief Operating Officer,
		U.S. Commercial Operations
		(Principal executive officer)

	By:	/s/ EDWARD F. BEISNER
		Edward F. Beisner
		Chief Financial Officer
		(Principal financial officer)

122

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Date:	March 20, 2017	By:	/s/ PAUL L. SCHULMAN
			Paul L. Schulman President and Chief Operating Officer, U.S. Commercial Operations, and Chairman of the Board (Principal executive officer)

	March 20, 2017	By:	/s/ EDWARD F. BEISNER
			Edward F. Beisner Chief Financial Officer (Principal financial and accounting officer)

	March 20, 2017	By:	/s/ G. MARK BROWN
			G. Mark Brown Global Chief Investment Officer, Brookfield Office Properties, and Director

	March 20, 2017	By:	/s/ MICHELLE L. CAMPBELL
			Michelle L. Campbell Senior Vice President, Secretary and Director

	March 20, 2017	By:	/s/ ALAN J. CARR
			Alan J. Carr Director

	March 20, 2017	By:	/s/ CRAIG W. PERRY
			Craig W. Perry Director

	March 20, 2017	By:	/s/ ROBERT L. STELZL
			Robert L. Stelzl Director

	March 20, 2017	By:	/s/ RICKY TANG
			Ricky Tang Director

123

EXHIBIT 10.5

LOAN AGREEMENT

Dated as of December 2, 2016

between

MAGUIRE PROPERTIES-355 S. GRAND, LLC ,

as Borrower,

and

H/2 FINANCIAL FUNDING I LLC ,

as Lender

TABLE OF CONTENTS



			Page
ARTICLE I GENERAL TERMS			38

	Section 1.1	The Loan.	38
	Section 1.2	Term.	39
	Section 1.3	Disbursement to Borrower.	39
	Section 1.4	Use of Proceeds.	39
	Section 1.5	Conditions to Future Advances and Disbursements of
		Unfunded Obligations Reserve Funds.	40
	Section 1.6	Interest and Principal.	47
	Section 1.7	Method and Place of Payment.	49
	Section 1.8	Taxes; Regulatory Change.	50
	Section 1.9	Interest Rate Cap Agreements.	55
	Section 1.10	Release.	56

ARTICLE II PREPAYMENT			56

	Section 2.1	Voluntary Prepayment.	56
	Section 2.2	Mandatory Prepayment.	57

ARTICLE III ACCOUNTS			57

	Section 3.1	Cash Management Account.	57
	Section 3.2	Distributions from Cash Management Account.	58
	Section 3.3	Loss Proceeds Account.	59
	Section 3.4	Basic Carrying Costs Escrow Account.	59
	Section 3.5	TI/LC Reserve Account.	60
	Section 3.6	Unfunded Obligations Reserve Account.	61
	Section 3.7	Intentionally Blank.	62
	Section 3.8	Cash Flow Sweep Reserve Account.	62
	Section 3.9	Cash Collateral Account.	62
	Section 3.10	Account Collateral.	62
	Section 3.11	Bankruptcy.	63

ARTICLE IV REPRESENTATIONS			63

	Section 4.1	Organization.	63
	Section 4.2	Authorization.	64
	Section 4.3	No Conflicts.	64
	Section 4.4	Consents.	64
	Section 4.5	Enforceable Obligations.	64
	Section 4.6	No Default.	64
	Section 4.7	Payment of Taxes.	64
	Section 4.8	Compliance with Law.	65

TABLE OF CONTENTS

(continued)



			Page
	Section 4.9	ERISA.	65
	Section 4.10	Investment Company Act.	65
	Section 4.11	No Bankruptcy Filing.	65
	Section 4.12	Other Debt.	66
	Section 4.13	Litigation.	66
	Section 4.14	Leases; Material Agreements and Property Agreements.	66
	Section 4.15	Full and Accurate Disclosure.	67
	Section 4.16	Financial Condition.	67
	Section 4.17	Single-Purpose Requirements.	68
	Section 4.18	Use of Loan Proceeds.	69
	Section 4.19	Not Foreign Person.	69
	Section 4.20	Labor Matters.	69
	Section 4.21	Title.	69
	Section 4.22	No Encroachments.	69
	Section 4.23	Physical Condition.	70
	Section 4.24	Fraudulent Conveyance.	70
	Section 4.25	Property Management; Parking Management Agreement.	70
	Section 4.26	Condemnation.	70
	Section 4.27	Utilities and Public Access.	71
	Section 4.28	Environmental Matters.	71
	Section 4.29	Assessments.	71
	Section 4.30	No Joint Assessment.	72
	Section 4.31	Separate Lots.	72
	Section 4.32	Permits; Certificate of Occupancy.	72
	Section 4.33	Flood Zone.	72
	Section 4.34	Security Deposits.	72
	Section 4.35	Parking.	72
	Section 4.36	Insurance.	72
	Section 4.37	Atrium Cost Sharing.	73
	Section 4.38	Estoppel Certificates.	73
	Section 4.39	Federal Trade Embargos.	73
	Section 4.40	Brokerage Agreements.	73
	Section 4.41	Parking Management.	73
	Section 4.42	Survival.	73

ARTICLE V AFFIRMATIVE COVENANTS			74

	Section 5.1	Existence; Licenses.	74
	Section 5.2	Maintenance of Property.	74
	Section 5.3	Compliance with Legal Requirements.	74
	Section 5.4	Impositions and Other Claims.	75
	Section 5.5	Access to Property.	75
	Section 5.6	Cooperate in Legal Proceedings.	75

TABLE OF CONTENTS

(continued)



			Page
	Section 5.7	Leases.	75
	Section 5.8	Plan Assets, etc.	78
	Section 5.9	Further Assurances.	78
	Section 5.10	Management of Collateral.	79
	Section 5.11	Notice of Material Event.	80
	Section 5.12	Annual Financial Statements.	80
	Section 5.13	Quarterly Financial Statements.	80
	Section 5.14	Additional Financial Information.	81
	Section 5.15	Insurance.	82
	Section 5.16	Casualty and Condemnation.	88
	Section 5.17	Annual Budget.	91
	Section 5.18	Venture Capital Operating Companies; Nonbinding
		Consultation.	91
	Section 5.19	Compliance with Permitted Encumbrances; Material
		Agreements and Property Agreements.	91
	Section 5.20	Cost Sharing Obligations.	92
	Section 5.21	Earthquake Insurance Analysis.	94
	Section 5.22	Prohibited Persons.	94
	Section 5.23	Leasing of Collateral.	94
	Section 5.24	Parking Management.	95
	Section 5.25	Property Agreements.	96

ARTICLE VI NEGATIVE COVENANTS			97

	Section 6.1	Liens on the Collateral.	97
	Section 6.2	Ownership.	97
	Section 6.3	Transfers.	97
	Section 6.4	Debt.	101
	Section 6.5	Dissolution; Merger or Consolidation.	101
	Section 6.6	Change in Business.	101
	Section 6.7	Debt Cancellation.	101
	Section 6.8	Affiliate Transactions.	101
	Section 6.9	Misapplication of Funds.	101
	Section 6.10	Jurisdiction of Formation; Name.	101
	Section 6.11	Modifications and Waivers.	102
	Section 6.12	ERISA.	102
	Section 6.13	Alterations and Expansions.	102
	Section 6.14	Advances and Investments.	103
	Section 6.15	Single-Purpose Entity.	103
	Section 6.16	Zoning and Uses.	103
	Section 6.17	Waste.	104

iii

TABLE OF CONTENTS

(continued)



			Page
ARTICLE VII DEFAULTS			104

	Section 7.1	Event of Default.	104
	Section 7.2	Remedies.	108
	Section 7.3	Application of Payments After an Event of Default.	109

ARTICLE VIII INTENTIONALLY BLANK			109

ARTICLE IX MISCELLANEOUS			109

	Section 9.1	Successors.	109
	Section 9.2	GOVERNING LAW.	109
	Section 9.3	Modification, Waiver in Writing, Approval of Lender.	110
	Section 9.4	Notices.	110
	Section 9.5	TRIAL BY JURY.	111
	Section 9.6	Headings.	112
	Section 9.7	Assignment.	112
	Section 9.8	Severability.	112
	Section 9.9	Preferences; Waiver of Marshalling of Assets.	112
	Section 9.10	Remedies of Borrower.	112
	Section 9.11	Offsets, Counterclaims and Defenses.	113
	Section 9.12	No Joint Venture.	113
	Section 9.13	Conflict; Construction of Documents.	113
	Section 9.14	Brokers and Financial Advisors.	113
	Section 9.15	Counterparts.	114
	Section 9.16	Estoppel Certificates.	114
	Section 9.17	General Indemnity; Payment of Expenses.	115
	Section 9.18	No Third-Party Beneficiaries.	117
	Section 9.19	Recourse.	117
	Section 9.20	Right of Set-Off.	120
	Section 9.21	Exculpation of Lender.	120
	Section 9.22	Servicer.	121
	Section 9.23	No Fiduciary Duty.	121
	Section 9.24	Borrower Information.	122
	Section 9.25	PATRIOT Act Records.	123
	Section 9.26	Prior Agreements.	123
	Section 9.27	Publicity.	123
	Section 9.28	Delay Not a Waiver.	124
	Section 9.29	Survival; Successors and Assigns.	124
	Section 9.30	Lender’ Discretion; Rating Agency Review Waiver.	124
	Section 9.31	Co-Lender Agreement.	125
	Section 9.32	Contractual Recognition of Bail-In.	125
	Section 9.33	Sale of Loan.	127

TABLE OF CONTENTS

(continued)



		Page
Section 9.34	Secondary Market Identification.	128
Section 9.35	Register.	130
Section 9.36	Severance.	131
Section 9.37	Cooperation; Execution; Delivery.	132
Section 9.38	Costs and Expenses.	133
Section 9.39	Agent.	133
Section 9.40	Schedules and Exhibits Incorporated.	133

TABLE OF CONTENTS

(continued)



Exhibits

I	Organizational Chart
II	Form of Subordination, Non-Disturbance and Attornment Agreement
III	Form of Tenant Notice
IV	Form of Notice of Borrowing

Schedules

A	Property
B	Property Agreements
C	Monthly Property Tax Deposits
D	Unfunded Obligations
E	Exception Report
F	[Reserved]
G	Rent Roll
H	Material Agreements
I	Deferred Maintenance Conditions

LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of December 2, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ” or sometimes “ Loan Agreement ”), between H/2 FINANCIAL FUNDING I LLC , a Delaware limited liability company, as lender (together with its successors and assigns and such other co-Lender as may exist from time to time, collectively, “ Lender ”), and MAGUIRE PROPERTIES-355 S. GRAND, LLC , a Delaware limited liability company, as borrower (together with its permitted successors and assigns, collectively, “ Borrower ”).

RECITALS

Borrower desires to obtain from Lender the Loan (as hereinafter defined) in connection with the financing of the property known as Wells Fargo Center, located at 355 S. Grand Avenue, Los Angeles, California, and comprising approximately 1,163,108 square feet and approximately 1,514 parking stalls, including approximately 744 parking stalls located at 235 South Hill Street, Los Angeles, California.

Lender is willing to make the Loan on the terms and subject to the conditions set forth in this Agreement if Borrower joins in the execution and delivery of this Agreement, the Notes and the other Loan Documents.

In consideration of the agreements, provisions and covenants contained herein and in the other Loan Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower agree as follows:

DEFINITIONS

(a) When used in this Agreement, the following capitalized terms have the following meanings:

“ 235 Garage ” shall mean the portion of the Property utilized as a garage with approximately 744 parking stalls located at 235 South Hill Street, Los Angeles, California.

“ 333 Garage ” means the portion of the property known as Wells Fargo Center – North, located at 333 S. Grand Avenue, Los Angeles, California utilized as a garage with approximately 1312 parking stalls.

“ 355 Garage ” shall mean the portion of the Property utilized as a garage with approximately 740 parking stalls located at 355 S. Grand Avenue, Los Angeles, California.

“ 355 Property ” shall mean the portion of the Property known as Wells Fargo Center South Tower, located at 355 S. Grand Avenue, Los Angeles, California, and comprising approximately 1,163,108 square feet.

“ Acceptable Blanket Policy ” shall have the meaning specified in Section 5.15(g) hereof.

“ Acceptable Counterparty ” means any counterparty to an Interest Rate Cap Agreement that has and maintains (a) a long-term unsecured debt rating or counterparty rating of A or higher from S&P and (b) a long-term unsecured debt rating of A2 or higher from Moody’s.

“ Account Collateral ” means, collectively, the Collateral Accounts and all sums at any time held, deposited or invested therein, together with any interest and other earnings thereon, and all securities and investment property credited thereto and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities.

“ Affiliate ” shall mean, as to any Person, any other Person that (i) owns directly and/or indirectly twenty-five percent (25%) or more of all equity interests in such Person or is under common ownership, directly or indirectly, with twenty-five percent (25%) or more of all equity interests of such Person, and/or (ii) is in Control of, is Controlled by or is under common Control with such Person, and/or (iii) is the spouse, issue or parent of such Person or of an Affiliate of such Person.

“ Agent ” has the meaning set forth in Section 9.39 .

“ Agreement ” means this Loan Agreement, as the same may from time to time hereafter be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ ALTA ” means the American Land Title Association, or any successor thereto.

“ Alteration ” means any demolition, alteration, installation, improvement or expansion of or to the Property or any portion thereof.

“ Annual Budget ” means an annual capital and operating expenditure budget for the Property prepared by Borrower that specifies amounts sufficient to operate and maintain the Property during the applicable year covered by such budget at a standard at least equal to that maintained on the Closing Date.

“ Applicable Federal Backstop Percentage ” has the meaning set forth in Section 5.15(a)(ix) .

“ Appraisal ” means an appraisal of the Property that is prepared by a member of the Appraisal Institute selected by Lender, meets the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA) and complies with the Uniform Standards of Professional Appraisal Practice (USPAP).

“ Approved Annual Budget ” has the meaning set forth in Section 5.17 .

“ Approved Brokerage Agreement ” means, (i) as of the Closing Date, the Initial Approved Management Agreement, and (ii) following the Closing Date, any other brokerage agreement that is approved by Lender, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Approved Leasing Costs ” means out-of-pocket expenses which are actually incurred by Borrower, including, without limitation, any costs and expenses for Tenant Improvements, Tenant Allowances, Leasing Commissions, Capital Expenditures and other similar costs incurred to prepare space for occupancy by the applicable Tenant, architectural design costs, lease takeover/buyout costs related to inducing a Tenant to take space at the Property and the reasonable costs and expenses of Borrower in negotiating, preparing and executing the applicable Lease, in each case, in connection with, or pursuant to, Leases executed or renewed (or the space under an existing Lease is expanded) after the Closing Date in accordance with the terms of this Agreement and as set forth in and required by such Leases and brokerage agreements.

“ Approved Listing Agent ” means Brookfield Properties Management (CA) Inc., a Delaware corporation and an Affiliate of Borrower, or any other Affiliate of a Brookfield Party or any other listing agent approved by Lender in accordance with the terms of this Agreement, in each case unless and until Lender requests the termination of such listing agent pursuant to Section 5.23 .

“ Approved Management Agreement ” means that certain Management and Leasing Agreement, dated as of November 8, 2013, between Borrower and the Initial Approved Property Manager (as amended in accordance with the terms hereof from time to time, the “ Initial Approved Management Agreement ”), and any other property management agreement with an Approved Property Manager in substantially the form of the Initial Approved Management Agreement or that is otherwise approved by Lender in accordance with the terms of this Agreement, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Approved Parking Management Agreement ” means, collectively, (i) that certain Management Agreement (Wells Fargo Center), effective as of August 1, 2014, by and among North Tower, LLC, a Delaware limited liability company (“ North Tower Owner ”), Borrower and Initial Approved Parking Manager, (ii) that certain Management Agreement (X-2 Garage), effective as of August 1, 2014, by and between Borrower and Initial Approved Parking Manager, and (iii) any other parking management agreement that is substantially in the form of either of the agreements set forth in clauses (i) and (ii) above, or that is approved by Lender in accordance with the terms of this Agreement, in each case as the same may be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Approved Parking Manager ” means ABM Onsite Services – West, Inc., a Delaware corporation (“ Initial Approved Parking Manager ”), or any other management company approved by Lender in accordance with the terms of this Agreement, in each case unless and until Lender requests the termination of that management company pursuant to Section 5.24(c) .

“ Approved Property Manager ” means Brookfield Properties Management (CA) Inc., a Delaware corporation and an Affiliate of Borrower (the “ Initial Approved Property Manager ”), or any other Affiliate of a Brookfield Party or any other management company approved by Lender in accordance with the terms of this Agreement, in each case unless and until Lender requests the termination of that management company pursuant to Section 5.10(d) .

“ Approved Replacement Guarantor ” means a Person that satisfies the conditions set forth in clauses (x) and (y) of the definition of “Qualified Transferee” (i) who either Controls Borrower or owns a direct or indirect interest in Borrower, (ii) either (a) satisfies the Guarantor Net Worth Covenant and is otherwise reasonably acceptable to Lender or (b) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole discretion, (iii) is formed in (or, if such Person is an individual, is a citizen of), maintains its principal place of business in (or, if such Person is an individual, maintains a primary residence in), and is subject to service in the United States or Canada, (iv) has sufficient assets in the United States or Canada to meet the Guarantor Net Worth Covenant and (v) if required pursuant to a pooling and servicing agreement entered into in connection with a Secondary Market Transaction, which satisfies the Rating Condition of each applicable Rating Agency.

“ Assignment of Contracts ” shall mean that certain Assignment of Plans, Specifications, Permits, Contracts, Licenses, Entitlements and Intangibles dated as of the date hereof by Borrower in favor of Lender, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Assignment of Interest Rate Cap Agreement ” means each collateral assignment of an interest rate cap agreement executed by Borrower and an Acceptable Counterparty in accordance herewith, each of which must be in the form executed by Borrower and the initial Acceptable Counterparty on the Closing Date, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

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

“ Assumed Leasing Costs ” means, with respect to any Lease, an amount equal to (x) $12.00, multiplied by (y) the number of rentable square feet demised pursuant to the terms of such Lease, multiplied by (z) the number of years that are in the initial term of such Lease, excluding all unexercised extension options.

“ Atrium ” means the Retail Pavilion (as defined in the Reciprocal Easement and Operating Agreement listed on Exhibit B , item 2 hereof).

“ Atrium Renovation ” means a renovation of the Atrium.

“ Backward-Looking Special Purpose Entity Representations and Warranties ” shall have the meaning set forth in Section 4.17(d) hereof.

“ Bankruptcy Code ” has the meaning set forth in Section 7.1(d) .

“ Basic Carrying Costs Escrow Account ” has the meaning set forth in Section 3.4(a) .

“ Border Zone Property ” has the meaning set forth in Section 4.28(e) .

“ Borrower ” has the meaning set forth in the first paragraph of this Agreement.

“ Borrower Party ” or “ Borrower Parties ” shall mean each of Borrower, any Approved Property Manager that is an Affiliate of Borrower (including, without limitation, the Initial Approved Property Manager), Single-Purpose Equityholder and Guarantor.

“ Borrower Related Party ” means, collectively and individually, any Borrower Party and any Affiliate of any of the foregoing, and any officer, director, manager, agent, employee of the foregoing, and any Person acting at the direction of any of the foregoing.

“ Breakage Costs ” has the meaning set forth in Section 1.8(g) .

“ Brookfield Parties ” means, each of Brookfield Property Partners, L.P., a Bermuda limited partnership and Brookfield Asset Management, Inc., an Ontario corporation.

“ Budgeted Operating Expenses ” means, with respect to any calendar month, an amount equal to the Operating Expenses budgeted for such calendar month as set forth in the then-applicable Approved Annual Budget, subject to an increase in Operating Expenses not to exceed an aggregate increase of all Operating Expenses of ten percent (10%) of the Operating Expenses set forth in the then-applicable Approved Annual Budget without the prior written consent of Lender, not to be unreasonably withheld, delayed or conditioned; provided that no such consent shall be required in connection with expenditures for non-discretionary items and expenditures required to be made by reason of the occurrence of any unexpected event that threatens imminent harm to persons or property at the Property and with respect to which it would be impracticable, under the circumstances, to obtain Lender’s prior consent thereto.

“ Business Day ” means any day other than (i) a Saturday and a Sunday and (ii) a day on which federally insured depository institutions in the State of New York or the state in which the offices of Lender, its trustee, its Servicer or its Servicer’s collection account are located are authorized or obligated by law, governmental decree or executive order to be closed. When used with respect to an Interest Determination Date, “Business Day” shall mean a day on which banks are open for dealing in foreign currency and exchange in London.

“ CapEx Sharing Agreement ” has the meaning set forth in Section 5.20(f) .

“ Capital Expenditure ” means hard and soft costs (including, without limitation, architectural, engineering and special permitting related costs) incurred by Borrower with respect to replacements and capital repairs made to the Property (including repairs to, and replacements of, structural components, roofs, building systems, parking garages and parking lots), in each case to the extent capitalized in accordance with GAAP.

“ Cash Flow Sweep Period ” means each of the following:

(i) from and after December 2, 2019 (the “ First Cash Flow Test Date ”), the period commencing upon a Low Debt Yield Period Trigger and ending on a Low Debt Yield Period Cure (and, from and after December 2, 2019, if the financial reports required under Sections 5.12 and 5.13 are not delivered to Lender as and when required hereunder, a Cash Flow Sweep Period shall be deemed to have commenced and be ongoing, unless and until such reports

are delivered and they indicate that, in fact, no Cash Flow Sweep Period is ongoing). For avoidance of doubt, Lender shall determine whether a Low Debt Yield Period Trigger exists as of the First Cash Flow Test Date based on the Test Period occurring immediately prior to the First Cash Flow Test Date;

(ii) the period of time commencing upon the occurrence of any Event of Default, and ending upon such time as Lender has accepted in writing a cure of such Event of Default (it being understood that Lender shall have no obligation to accept a cure by Borrower of an Event of Default) and so long as no other Event of Default then exists and is continuing; and

(iii) the period of time commencing upon the date that Latham delivers to Borrower the Termination Notice (as such term defined in the Latham Lease) pursuant to the terms of the Latham Lease and ending on a Low Debt Yield Period Cure; provided , that, at all times after Latham delivers the Termination Notice, the calculation of In-Place NOI shall exclude base rent under the Latham Lease.

“ Cash Flow Sweep Reserve Account ” has the meaning set forth in Section 3.8(a) .

“ Cash Management Account ” has the meaning set forth in Section 3.1(a) .

“ Cash Management Agreement ” means that certain cash management agreement, to be entered into by and among Borrower, Lender and the Cash Management Bank that maintains the Cash Management Account in accordance with the terms of this Agreement, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Cash Management Bank ” means, individually and collectively, Wells Fargo Bank, N.A., or another the Eligible Institution(s) at which the Collateral Accounts (other than the Clearing Account) are maintained.

“ Casualty ” means a fire, explosion, flood, collapse, earthquake or other casualty affecting all or any portion of the Property.

“ Cause ” means, with respect to an Independent Director, (i) acts or omissions by such Independent Director that constitute systematic and persistent or willful disregard of such Independent Director’s duties, (ii) such Independent Director has been indicted or convicted for any crime or crimes of moral turpitude or dishonesty or for any violation of any Legal Requirements, (iii) such Independent Director no longer satisfies the requirements set forth in the definition of “Independent Director”, (iv) the fees charged for the services of such Independent Director are materially in excess of the fees charged by the other providers of Independent Directors listed in the definition of “Independent Director” or (v) any other reason for which the prior written consent of Lender shall have been obtained.

“ Certificates ” means, collectively, any senior and/or subordinate notes, debentures or pass-through certificates, or other evidence of indebtedness, or debt or equity securities, or any combination of the foregoing, representing a direct or beneficial interest, in whole or in part, in the Loan.

“ Clearing Account ” has the meaning set forth in Section 3.1(a) .

“ Clearing Account Agreement ” has the meaning set forth in Section 3.1(a) .

“ Clearing Account Bank ” means Bank of the West or another Eligible Institution chosen by Borrower and reasonably satisfactory to Lender.

“ Closing Date ” means the date of this Agreement.

“ Code ” means 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 ” means all assets owned from time to time by Borrower including the Property, the Revenues and all other tangible and intangible property in respect of which Lender is granted a Lien under the Loan Documents, and all proceeds thereof.

“ Collateral Account ” means, each of the accounts and sub-accounts established pursuant to Article III hereof, other than the Operating Account.

“ Component Spread ” has the meaning set forth in Section 1.1(f) .

“ Condemnation ” means a taking or voluntary conveyance of all or part of the Property or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Authority.

“ Condemnation/Casualty Threshold Amount ” means an amount equal to $10,000,000.00.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consultant ” shall mean a third party construction consultant as may be selected by Lender and approved by Borrower (which approval shall not be unreasonably withheld, conditioned or delayed).

“ Consultant Fee ” means the fees charged to Lender by Consultant.

“ Contingent Obligations ” means, with respect to any Person, any obligation of such Person directly or indirectly guaranteeing any Debt of any other Person in any manner and any contingent obligation to purchase, to provide funds for payment, to supply funds to invest in any other Person or otherwise to assure a creditor against loss.

“ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through the ability to exercise voting power, by contract or otherwise, subject to,

if applicable, major decision approval rights in favor of another Person (“ Controlled ” and “ Controlling ” each have the meanings correlative thereto).

“ Controlled Affiliate ” means a Person that is in Control of, is Controlled by or is under common Control with any Borrower Party.

“ Damages ” to a Person means any and all liabilities, obligations, losses, demands, damages, penalties, assessments, actions, causes of action, judgments, proceedings, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees and other costs of defense and/or enforcement whether or not suit is brought), fines, charges, fees, settlement costs and disbursements imposed on, incurred by or asserted against such party, whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise; provided, however, that “Damages” shall not include special, consequential or punitive damages, except to the extent imposed upon Lender by one or more third parties.

“ DBRS ” means DBRS, Inc. or its applicable affiliate.

“ Debt ” means, with respect to any Person, without duplication:

(i) all indebtedness of such Person to any other party (regardless of whether such indebtedness is evidenced by a written instrument such as a note, bond or debenture), including indebtedness for borrowed money or for the deferred purchase price of property or services;

(ii) all letters of credit issued for the account of such Person and all unreimbursed amounts drawn thereunder;

(iii) all indebtedness secured by a Lien on any property owned by such Person (whether or not such indebtedness has been assumed) except obligations for impositions that are not yet due or delinquent;

(iv) all Contingent Obligations of such Person;

(v) all payment obligations of such Person under any interest rate protection agreement (including any interest rate swaps, floors, collars or similar agreements) and similar agreements;

(vi) all contractual indemnity obligations of such Person pursuant to which such Person actually then owes an amount to another Person; and

(vii) any material actual liability to any Person or Governmental Authority with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code.

“ Debt Service ” means, with respect to any particular period of time, the scheduled interest payments due and payable under the Note.

“ Debt Service Coverage Ratio ” means a ratio for the applicable date of determination thereof, as reasonably determined by Lender in which:

(i) the numerator is the In-Place NOI calculated as of such date of determination; and

(ii) the denominator is the annual Debt Service assuming an interest rate equal to the sum of a Strike Rate of three percent (3.00%) plus the Spread.

“ Debt Yield ” means, as of the date of determination, the fraction expressed as a percentage equal to (i) In-Place NOI for the most recently ended Test Period by (ii) the Principal Indebtedness as of such date of determination.

“ Debt Yield Threshold ” means (i) with respect to the second Extension Term, seven and one half of one percent (7.50%), and (ii) with respect to the third Extension Term, eight percent (8.0%).

“ Default ” means the occurrence of any event that, but for the giving of notice or the passage of time, or both, would be an Event of Default.

“ Default Rate ” means, with respect to any Note or Note Component, the greater of (x) three percent (3.0%) per annum in excess of the interest rate otherwise applicable to such Note or Note Component hereunder and (y) one percent (1.0%) per annum in excess of the Prime Rate from time to time; provided that, if the foregoing would result in an interest rate in excess of the maximum rate permitted by Legal Requirements, the Default Rate shall be limited to the maximum rate permitted by Legal Requirements.

“ Deferred Maintenance Conditions ” means those items described in Schedule I .

“ Eligible Account ” means (i) a segregated account maintained with a federal or state-chartered depository institution or trust company that complies with the definition of Eligible Institution, or (ii) a segregated trust account or accounts maintained with the corporate trust department of a federal depository institution or state-chartered depository institution that has an investment-grade rating and is subject to regulations regarding fiduciary funds on deposit under, or similar to, Title 12 of the Code of Federal Regulations Section 9.10(b) that, in either case, has corporate trust powers, acting in its fiduciary capacity.

“ Eligible Institution ” means either an institution (i) whose commercial paper, short-term debt obligations or other short-term deposits are rated at least “A–1” by S&P, “P–1” by Moody’s and “F–1” by Fitch, and whose long-term senior unsecured debt obligations are rated at least “A-” by S&P, “A” by Fitch, and “A2” by Moody’s and whose deposits are insured by the FDIC or (ii) that is otherwise approved by Lender in writing, which approval shall not be unreasonably withheld.

“ Eligibility Requirements ” means, with respect to any Person, a Person that (i) has total assets (excluding such Person’s interest in Borrower) (in name or under management and which shall include unencumbered, irrevocable and uncalled capital commitments) in excess of $650,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $300,000,000.00, and (ii) is a Qualified Transferee.

“ Embargoed Person ” means any Person subject to trade restrictions under any Federal Trade Embargo.

“ Engineering Report ” means a structural and seismic engineering report or reports (including a “probable maximum loss” calculation, if applicable) with respect to the Property prepared by an independent engineer approved by Lender and delivered to Lender in connection with the Loan, and any amendments or supplements thereto delivered to Lender.

“ Environmental Claim ” means any written notice, claim, proceeding, notice of proceeding, investigation, demand, abatement order or other order or directive by any Person or Governmental Authority alleging or asserting liability with respect to Borrower or the Property arising out of, based on, in connection with, or resulting from (i) the actual or alleged presence, Use or Release of any Hazardous Substance, (ii) any actual or alleged violation of any Environmental Law, or (iii) any actual or alleged injury or threat of injury to property, health or safety, natural resources or to the environment caused by Hazardous Substances.

“ Environmental Indemnity ” means that certain Environmental Indemnity Agreement, executed by Borrower and Guarantor as of the Closing Date, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Environmental Laws ” means any and all present and future federal, state and local laws, statutes, ordinances, orders, rules, regulations and the like, as well as common law, any judicial or administrative orders, decrees or judgments thereunder, and any permits, approvals, licenses, registrations, filings and authorizations, in each case as now or hereafter in effect, relating to (i) the pollution, protection or cleanup of the environment, (ii) the impact of Hazardous Substances on property, health or safety, (iii) the Use or Release of Hazardous Substances, or (iv) the liability for or costs of other actual or threatened danger to health or the environment. The term “ Environmental Law ” includes, but is not limited to, the following statutes, as amended, any successors thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Materials Transportation Act; the Resource Conservation and Recovery Act (including Subtitle I relating to underground storage tanks); the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. The term “ Environmental Law ” also includes, but is not limited to, any present and future federal state and local laws, statutes ordinances, rules, regulations and the like,

as well as common law, conditioning transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of a property; or requiring notification or disclosure of Releases of Hazardous Substances or other environmental conditions of a property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property.

“ Environmental Reports ” means “Phase I Environmental Site Assessments” as referred to in the ASTM Standards on Environmental Site Assessments for Commercial Real Estate, E 1527-05 (and, if necessary, “Phase II Environmental Site Assessments”), prepared by an independent environmental auditor approved by Lender and delivered to Lender in connection with the Loan and any amendments or supplements thereto delivered to Lender, and shall also include any other environmental reports delivered to Lender pursuant to this Agreement and the Environmental Indemnity.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“ ERISA Affiliate ,” at any time, means each trade or business (whether or not incorporated) that would, at the time, be treated together with Borrower as a single employer under Title IV or Section 302 of ERISA or Section 412 of the Code.

“ Event of Default ” has the meaning set forth in Section 7.1 .

“ Exception Report ” means the report prepared by Borrower and attached to this Agreement as Schedule E , setting forth any exceptions to the representations set forth in Article IV .

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) federal withholding Taxes imposed on amounts payable to or for the account of Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) Lender acquires such interest in the Loan or (ii) Lender changes its lending office, except in each case to the extent that, pursuant to Section 1.8 , amounts with respect to such Taxes were payable either to Lender’s assignor immediately before Lender became a party hereto or to Lender immediately before it changed its lending office, (c) Taxes attributable to Lender’s failure to comply with Section 1.8(b) and (d) any Taxes imposed under FATCA.

“ Exculpated Person ” means each Person that is an affiliate, equityholder, beneficiary, trustee, member, officer, director, agent, manager, independent manager, employee or partner of Borrower or Guarantor.

“ Executed Leases ” means the Leases entered into by Borrower or Borrower’s predecessor-in-interest prior to the date hereof and that are in full force and effect as of the date hereof.

“ Extension DSCR ” means the quotient of (i) the In-Place NOI for the applicable Extension Term divided by (ii) the anticipated annual debt service on the Principal Indebtedness during the applicable Extension Term assuming an interest rate equal to the sum of the Strike Rate plus the Spread.

“ Extension Term ” has the meaning set forth in Section 1.2 .

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Trade Embargo ” means any federal law imposing trade restrictions, including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), (ii) the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq. , as amended), (iii) any enabling legislation or executive order relating to the foregoing, (iv) Executive Order 13224, and (v) the PATRIOT Act.

“ Fee Letter ” means that certain Fee Letter, dated as of the date hereof, by Borrower in favor of Lender.

“ FF&E ” has the meaning set forth in Section 1.5(b)(iii)(M) .

“ Fiscal Quarter ” means each three-month period ending on March 31, June 30, September 30 and December 31 of each year, or such other fiscal quarter of Borrower as Borrower may select from time to time with the prior consent of Lender, such consent not to be unreasonably withheld, delayed or conditioned.

“ Fiscal Year ” means the 12-month period ending on December 31 of each year, or such other fiscal year of Borrower as Borrower may select from time to time with the prior consent of Lender, not to be unreasonably withheld, delayed or conditioned.

“ Fitch ” means Fitch, Inc. and its successors.

“ Force Majeure ” means a delay due to strikes, lockouts, labor disputes, inability to obtain materials generally in the market, failure of power or other necessary utilities, acts of God, governmental restrictions, regulations or controls, enemy or hostile governmental actions, terrorist acts, civil commotion, insurrection, revolution, sabotage or fire or other casualty or other event or circumstance beyond the reasonable control of Borrower; provided , that Borrower’s lack of funds in and of itself shall not be deemed a cause beyond the control of Borrower. For the purposes of this Agreement, any period of Force Majeure shall apply only to such Person’s performance of the obligations necessarily affected by such circumstance and shall continue only so long as such Person is continuously and diligently using all reasonable efforts to minimize the effect and duration thereof, and, in no event, for longer than one hundred twenty (120) days from the commencement of the Force Majeure period.

“ Form W-8BEN ” means Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)) or Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)), as applicable, of the Department of Treasury of the United States of America, and any successor form.

“ Form W-8ECI ” means Form W-8ECI (Certificate of Foreign Person’s Claim that Income is Effectively Connected with the Conduct of a Trade or Business in the United States) of the Department of the Treasury of the United States of America, and any successor form.

“ Form W-8IMY ” means Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting) of the Department of the Treasury of the United States of America, and any successor form.

“ Form W-9 ” means Form W-9 (Request for Taxpayer Identification Number and Certification) of the Department of the Treasury of the United States of America, and any successor form.

“ Future Advance ” means each additional funding of Loan proceeds after the Closing Date.

“ GAAP ” means generally accepted accounting principles in the United States of America, consistently applied.

“ Government Lists ” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“ OFAC ”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Agent notified Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrower in writing is now included in “Government Lists”.

“ Governmental Authority ” means any federal, state, county, regional, local or municipal government, any bureau, department, agency or political subdivision thereof and any Person with jurisdiction exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including any court).

“ Gross Revenue ” shall mean all revenue or other proceeds derived from the ownership, operation, financing or sale of the Property (or any portion thereof) from whatever source, (including, without limitation, rents, Termination Fees, and any revenue or proceeds received by any Borrower Related Party on behalf of, or as agent for, Borrower relating to the Property), any revenue received in connection with any tax certiorari proceeding and any amounts received by any Borrower Related Party, on behalf of, or as agent for, Borrower as a result of any litigation or other legal, administrative or other proceeding (net of reasonable costs and expenses incurred by such Borrower Related Party in accordance herewith in recovering such amounts); provided, however, Gross Revenue shall not include any Loss Proceeds (other

than business interruption and/or rental loss insurance proceeds) or disbursements from any Reserve Account.

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

“ Guarantor Net Worth Covenant ” means the covenant regarding Guarantor’s Net Worth (as such term is defined in the Recourse Guaranty) set forth in Section 3.2(g) of the Recourse Guaranty.

“ Hazardous Substances ” means any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, toxic substances, toxic pollutants, contaminants, pollutants or words of similar meaning or regulatory effect under any present or future Environmental Laws or the presence of which on, in or under the Property is prohibited or requires investigation or remediation under Environmental Law, including petroleum and petroleum by-products, asbestos and asbestos-containing materials, toxic mold, polychlorinated biphenyls, lead and radon, and compounds containing them (including gasoline, diesel fuel, oil and lead-based paint), pesticides and radioactive materials, flammables and explosives and compounds containing them, but excluding those substances commonly used in the operation and maintenance of properties of kind and nature similar to those of the Property that are used at the Property in compliance with Environmental Laws and in a manner that does not result in a Material Adverse Effect.

“ Initial Approved Management Agreement ” has the meaning set forth in the definition of “Approved Management Agreement”.

“ Initial Approved Parking Manager ” has the meaning set forth in the definition of “Approved Parking Manager”.

“ Initial Approved Property Manager ” has the meaning set forth in the definition of “Approved Property Manager”.

“ In-Place NOI ” means, with respect to any Test Period, Net Operating Income for such Test Period, subject to the following adjustments, each for the prior Fiscal Quarter, times four:

(i) actual in place base rents and other contractual revenue (including, but not limited to parking income and tenant reimbursement revenue) actually paid under Qualified Leases; provided , that the calculation shall take into account pro forma base rents under Qualified Leases entered into during the applicable Test Period, as if the Tenant thereunder was paying full, unabated rent for the entire Test Period, plus trailing twelve (12) month expense reimbursements from such Tenants, plus trailing twelve (12) month ordinary recurring operating income from the Property, each determined in accordance with GAAP; minus trailing twelve (12) month operating, renting, administrative, management, legal and other ordinary expenses of Borrower and the Property, determined in accordance with GAAP (expressly excluding depreciation,

amortization and other non-cash items, debt service payments on the Loan and Capital Expenditures and non-recurring expenditures); and

(ii) when calculating the amount set forth in clause (i) above, management fees shall be adjusted to reflect a management fee equal to the greater of (a) the actual management fee (provided that the actual management fee is a market management fee that is comparable to management fees then being paid to property managers of projects that are similar in scope and nature to the Property, as determined by Lender in its reasonable discretion), and (b) the Maximum Management Fee.

In-Place NOI shall be determined by Lender its reasonable discretion and shall be binding and conclusive absent manifest error.

“ Increased Costs ” has the meaning set forth in Section 1.8(g) .

“ Indebtedness ” means the Principal Indebtedness, together with interest and all other obligations and liabilities of Borrower under the Loan Documents, including all transaction costs, Spread Maintenance Premiums and other amounts due or to become due to Lender pursuant to this Agreement, under the Note or in accordance with any of the other Loan Documents, and all other amounts, sums and expenses reimbursable by Borrower to Lender hereunder or pursuant to the Note or any of the other Loan Documents.

“ Indemnified Liabilities ” has the meaning set forth in Section 9.19(b) .

“ Indemnified Parties ” has the meaning set forth in Section 9.17(a) .

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Independent Director ” shall mean a natural person selected by Borrower (a) with prior experience as an independent director, independent manager or independent member, (b) with at least three (3) years of employment experience, (c) who is provided by a Nationally Recognized Service Company, (d) who is duly appointed as an Independent Director and is not, will not be while serving as an Independent Director (except pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Director to become a “special member” upon the last remaining member of Borrower ceasing to be a member of Borrower) and shall not have been at any time during the preceding five (5) years, any of the following:

(i) a stockholder, director (other than as an Independent Director), officer, employee, partner, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect parent of Borrower;

(ii) a customer, supplier or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower;

(iii) a Person or other entity Controlling or under Common Control with any such stockholder, partner, customer, supplier or other Person described in clause (i) or clause (ii) above; or

(iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other Person described in clause (i) or clause (ii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director of a Single-Purpose Entity affiliated with the corporation or limited liability company in question shall not be disqualified from serving as an Independent Director of such corporation or limited liability company, provided that the fees that such natural person earns from serving as Independent Director of affiliates of such the corporation or limited liability company in any given year constitute in the aggregate less than 5% of such natural person’s annual income for that year. The same natural persons may not serve as Independent Directors of a corporation or limited liability company and, at the same time, serve as Independent Directors of an equityholder or member of such corporation or limited liability company.

A natural person who satisfies the foregoing definition other than clause (ii) shall not be disqualified from serving as an Independent Director of Borrower if such individual is an independent director, independent manager or special manager provided by a Nationally Recognized Service Company that provides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of its business.

“ Initial Advance ” mean the initial disbursement of the proceeds of the Loan by Lender to Borrower on the Closing Date in an amount equal to the Initial Advance Amount.

“ Initial Advance Amount ” means an amount equal to Two Hundred Fifty Million and 00/100 Dollars ($250,000,000.00).

“ Initial Maturity Date ” has the meaning set forth in the definition of “Maturity Date”.

“ Institutional Lender ” means one or more of the following, in each case, that (x) is a Person that is regularly engaged in the making of commercial loans and (y) meets the Eligibility Requirements:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, university endowment, government entity or plan;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended; or

(iii) any entity Controlled by any of the entities described in clauses (i) and (ii) above.

“ Insurance Requirements ” means, collectively, (i) all material terms of any insurance policy required pursuant to this Agreement and (ii) all material regulations and then-current standards applicable to or affecting the Property or any portion thereof or any use or condition thereof, which may, at any time, be recommended by the board of fire underwriters, if any, having jurisdiction over the Property, or any other body exercising similar functions.

“ Interest Accrual Period ” means each period from and including the sixth day of a calendar month through and including the fifth day of the immediately succeeding calendar month; provided , that, prior to an initial Secondary Market Transaction, Lender shall have the right, in connection with a change in the Payment Date in accordance with the definition thereof, to make a corresponding change to the Interest Accrual Period (but Borrower’s obligation to pay interest and any other amounts shall be without duplication). Notwithstanding the foregoing, the first Interest Accrual Period shall commence on and include the Closing Date.

“ Interest Determination Date ” means, in connection with the calculation of interest accrued for any Interest Accrual Period, the second Business Day preceding the first day of such Interest Accrual Period.

“ Interest Rate ” has the meaning set forth in Section 1.6(a) .

“ Interest Rate Cap Agreement ” means an interest rate cap confirmation between an Acceptable Counterparty and Borrower, relating to the initial term of the Loan or the Extension Term, as applicable, pursuant to Section 1.9 hereof, in each case, which interest rate cap confirmation shall be in form and substance reasonably acceptable to Lender.

“ Latham ” shall mean Latham & Watkins LLP, a Delaware limited liability partnership.

“ Latham Lease ” shall mean that certain Wells Fargo Center Office Lease, dated as of June 21, 2007, by and between Borrower, as landlord, and Latham, as tenant, as amended by that certain Amendment to Lease, dated as of October 6, 2008, that certain letter agreement, dated as of August 10, 2009 and by that certain Second Amendment to Lease, dated as of June 19, 2014, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“ Lease ” means any lease, license, letting, concession, occupancy agreement, sublease to which Borrower is a party or has a consent right, or other agreement (whether written or oral and whether now or hereafter in effect) under which Borrower is a lessor, sublessor, licensor or other grantor existing as of the Closing Date or thereafter entered into by Borrower, in each case pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Property, and every modification or amendment thereof, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

“ Leasing Commissions ” means leasing commissions required to be paid by Borrower, as landlord, in connection with the leasing of space to Tenants at the Property pursuant to Leases entered into by Borrower in accordance herewith and payable in accordance with third‑party/arm’s‑length written brokerage agreements or in accordance with the Initial Approved Management Agreement, provided that the Leasing Commissions payable pursuant to the Initial Approved Management Agreement are commercially reasonable based upon the then current brokerage market for property of a similar type and quality to the Property in the geographic market in which the Property is located (or, in the case of Leasing Commissions payable pursuant to such Initial Approved Management Agreement, not in excess of the Leasing Commissions set forth in such Initial Approved Management Agreement as of the Closing Date).

“ Legal Requirements ” means all governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities (including Environmental Laws and zoning restrictions) affecting Borrower, Guarantor, the Property or any other Collateral or any portion thereof or the construction, ownership, use, alteration or operation thereof, or any portion thereof (whether now or hereafter enacted and in force), and all permits, licenses and authorizations and regulations relating thereto.

“ Lender ” has the meaning set forth in the first paragraph of this Agreement.

“ Lender 80% Determination ” means a reasonable determination by Lender that, based on a current or updated appraisal, a broker’s price opinion or other written determination of value using a commercially reasonable valuation method satisfactory to Lender, the fair market value of the Property securing the Loan at the time of such determination (but excluding any value attributable to property that is not an interest in real property within the meaning of section 860G(a)(3)(A) of the Code) is at least 80% of the Loan’s adjusted issue price within the meaning of the Code.

“ Liberty ” has the meaning set forth in Section 5.15(a)(ix) .

“ LIBOR ” means the greater of (x) 0.00% and (y) the rate per annum calculated as set forth below:

(i) On each Interest Determination Date, LIBOR for the applicable period will be the rate for deposits in United States dollars for a one-month period which appears as the London interbank offered rate on the display designated as “LIBOR01” on the Reuters Screen (or such other page as may replace that page on that service, or such page or replacement therefor on any successor service) as the London interbank offered rate as of 11:00 a.m., London time, on such date.

(ii) With respect to an Interest Determination Date on which no such rate appears as the London interbank offered rate on “LIBOR01” on the Reuters Screen (or such other page as may replace that page on that service, or such page or replacement therefor on any successor service) as described above, LIBOR for the applicable period will be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on such date to prime banks in the London interbank market for a one-month period (each a

“ Reference Bank Rate ”). Lender shall request the principal London office of each of the Reference Banks to provide a quotation of its Reference Bank Rate. If at least two such quotations are provided, LIBOR for such period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by Lender, at approximately 11:00 a.m., New York City time, on such date for loans in United States dollars to leading European banks for a one-month period.

All percentages resulting from any calculations or determinations referred to in this definition will be rounded upwards to the nearest multiple of 1/100 of 1% and all U.S. dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent or more being rounded upwards).

“ LIBOR Loan ” means the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“ Lien ” means any mortgage, lien (statutory or other), pledge, hypothecation, assignment, preference, priority, security interest, or any other encumbrance or charge on or affecting any Collateral or any portion thereof, or any interest therein (including any conditional sale or other title retention agreement, any sale-leaseback, any financing lease or similar transaction having substantially the same economic effect as any of the foregoing, the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any other jurisdiction, domestic or foreign, and mechanics’, materialmen’s and other similar liens and encumbrances, as well as any option to purchase, right of first refusal, right of first offer or similar right).

“ Loan ” has the meaning set forth in Section 1.1(a) .

“ Loan Documents ” means this Agreement, the Note, the Mortgage (and related financing statements), the Environmental Indemnity, Assignment of Contracts, Assignment of Leases, the Subordination of Property Management Agreement, the Cash Management Agreement, the Clearing Account Agreement, the Recourse Guaranty, the Recycled Entity Certificate, each Assignment of Interest Rate Cap Agreement, the Fee Letter, the Post-Closing Agreement and all other agreements, instruments, certificates and documents necessary to effectuate the granting to Lender of first-priority Liens on the Collateral or otherwise in satisfaction of the requirements of this Agreement or the other documents listed above or hereafter entered into by Lender and Borrower in connection with the Loan, as all of the aforesaid may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance herewith.

“ Loss Proceeds ” means amounts, awards or payments payable to Borrower or Lender in respect of all or any portion of the Property in connection with a Casualty or Condemnation thereof (after the deduction therefrom and payment to Borrower and Lender), respectively, of any and all reasonable expenses incurred by Borrower and Lender in the recovery thereof, including all attorneys’ fees and disbursements, the fees of insurance experts and adjusters and the costs incurred in any litigation or arbitration with respect to such Casualty or Condemnation).

“ Loss Proceeds Account ” has the meaning set forth in Section 3.3(a) .

“ Low Debt Yield Period Cure ” means that, as of any Test Period occurring after either (a) a Low Debt Yield Period Trigger or (b) the commencement of a Cash Flow Sweep Period pursuant to clause (iii) of the definition of “Cash Flow Sweep Period”, as applicable, the Debt Yield is equal to or greater than seven percent (7.0%) for two (2) consecutive Fiscal Quarters, as determined by Lender.

“ Low Debt Yield Period Trigger ” shall mean that, as of any Test Period, the Debt Yield is less than seven percent (7.0%) as determined by Lender.

“ Major Lease ” means any Lease that (i) when aggregated with all other Leases at the Property with the same Tenant (or affiliated Tenants), and assuming the exercise of all expansion rights and all preferential rights to lease additional space contained in such Lease, is expected to cover more than 35,000 rentable square feet, (ii) contains an option or preferential right to purchase all or any portion of the Property, (iii) is with an Affiliate of Borrower as Tenant, (iv) is a Master Lease or (v) is entered into during the continuance of an Event of Default.

“ Master Lease ” means a Lease under which all or a substantial part of the Property is demised to the Tenant thereunder for any purpose other than the actual occupancy by the Tenant thereunder; provided , that a Lease pursuant to which all or a substantial part of the Property is demised to a third party Tenant that is in the business of renting or otherwise licensing rights to use space to third parties (such as WeWork Companies Inc., Convene or Regus) shall not constitute a Master Lease so long as such Lease is on market terms at the time entered into.

“ Material Adverse Effect ” means a material adverse effect upon (i) Borrower’s title to the Property, (ii) the ability of the Property to generate net cash flow sufficient to service the Loan, (iii) the ability of Borrower or Guarantor to perform any material provision of any Loan Document, (iv) Lender’s ability to enforce and derive the principal benefit of the security intended to be provided by the Mortgage and the other Loan Documents, or (v) the value of the Property.

“ Material Agreements ” means each contract and agreement (other than (a) Leases, (b) any Approved Parking Management Agreements, (c) Approved Brokerage Agreements, (c) any agreements or contracts entered into in connection with any Alteration permitted hereunder, and (d) any agreements or contracts entered into between Borrower and any unaffiliated third-party in connection with any Tenant Improvements or Capital Expenditures required to be performed under a Lease) relating to the Property and imposing obligations on Borrower, under which Borrower would have the obligation to pay more than $500,000.00 per annum and that cannot be terminated by Borrower without cause upon sixty (60) days’ notice or less without payment of a termination fee, or that is with an Affiliate of Borrower.

“ Material Alteration ” means any Alteration affecting structural elements of the Property to be performed by or on behalf of Borrower at the Property that (i) is reasonably expected to result in a Material Adverse Effect, (ii) is reasonably expected to cost in excess of

the Threshold Amount, as determined by an independent architect selected by Borrower and reasonably approved by Lender (except for Alterations in connection with (a) Tenant Improvements under and pursuant to Leases existing as of the Closing Date (pursuant to the terms thereof in existence as of the Closing Date) or Leases thereafter entered into in accordance with this Agreement, (b) the remediation of any Deferred Maintenance Condition in accordance with this Agreement and (c) restoration of the Property following a Casualty or Condemnation in accordance with this Agreement), or (iii) is reasonably expected to permit (or is reasonably likely to induce) any Tenant under a Major Lease to terminate its Major Lease or abate five percent (5%) or more of the base rent under such Major Lease.

“ Maturity Date ” means the Payment Date in December 6, 2018 (the “ Initial Maturity Date ”), as same may be extended in accordance with Section 1.2 , or such earlier date as may result from acceleration of the Loan in accordance with this Agreement.

“ Maximum Future Advance Amount ” has the meaning set forth in Section 1.1(b) .

“ Maximum Loan Amount ” means an amount equal to Two Hundred Seventy Million and 00/100 Dollars ($270,000.000.00), which represents the sum of the Initial Advance Amount and the Maximum Future Advance Amount.

“ Maximum Management Fee ” means 2.75% of the Gross Revenue of the Property.

“ Minimum Coverage Amount ” has the meaning set forth in Section 5.15(a)(ix) .

“ Moody’s ” means Moody’s Investors Service, Inc. and its successors.

“ Morgan Lewis ” means Morgan, Lewis & Bockius LLP, a Pennsylvania limited liability partnership.

“ Morgan Lewis Lease ” means that certain Wells Fargo Center Office Lease (South Tower), dated as of July 21, 1992, by and between Borrower, as landlord, and Morgan Lewis, as tenant, as amended, and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“ Mortgage ” means that certain Deed of Trust, Assignment of Rents and Leases, Collateral Assignment of Property Agreements, Security Agreement and Fixture Filing encumbering the Property, executed by Borrower as of the Closing Date, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Munger ” means Munger, Tolles & Olson LLP, a California limited liability partnership.

“ Munger Lease ” means that certain Wells Fargo Center Office Lease South Tower, dated as of March 1, 2004, by and between Borrower, as landlord, and Munger, as tenant,

as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“ Nationally Recognized Service Company ” means any of CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, National Corporate Research, Ltd., United Corporate Services, Inc., Independent Member Services LLC or such other nationally recognized company that provides independent director, independent manager or independent member services and that is reasonably satisfactory to Lender, in each case that is not an Affiliate of Borrower and that provides professional independent directors and other corporate services in the ordinary course of its business.

“ Net Operating Income ” means, with respect to any Test Period, the excess of (i) Operating Income for the last Fiscal Quarter contained in such Test Period multiplied by four minus (ii) Operating Expenses for such Test Period.

“ Nonconsolidation Opinion ” means the opinion letter, dated the Closing Date, delivered by Richards, Layton & Finger, P.A. to Lender and addressing issues relating to substantive consolidation in bankruptcy and in all respects acceptable to Lender.

“ North Tower Owner ” has the meaning set forth in the definition of “Approved Parking Management Agreement”.

“ Note(s) ” means, collectively, those certain promissory notes, dated as of the Closing Date, made by Borrower to Lender to evidence the Loan, as such notes may be replaced by multiple Notes or divided into multiple Note Components in accordance with Section 1.1(c) and as otherwise assigned (in whole or in part), amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Note Component ” has the meaning set forth in Section 1.1(f) .

“ Notice of Borrowing ” has the meaning set forth in Section 1.5(b)(ii) .

“ OFAC List ” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any applicable governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities, including trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States. The OFAC List currently is accessible at http://www.treasury.gov/ofac/downloads/t11sdn.pdf.

“ Officer’s Certificate ” means a certificate delivered to Lender that is signed by a Responsible Officer of Borrower and certifies the information therein to the best of such Responsible Officer’s knowledge.

“ Operating Account ” means an Eligible Account maintained by the Approved Property Manager or Borrower at an Eligible Institution, which account shall only contain amounts in respect of Operating Expenses for the Property (and no amounts unrelated to the

Property shall be deposited therein or otherwise commingled with the amounts on deposit in such account).

“ Operating Expenses ” means, for any period, operating, renting, administrative, management, legal and other ordinary expenses of Borrower and the Property during such period, each determined in accordance with GAAP; provided , however , that such expenses shall not include (i) depreciation, amortization or other non-cash items, (ii) interest, principal or any other sums due and owing with respect to the Loan, (iii) income taxes or other taxes in the nature of income taxes, (iv) Capital Expenditures, (v) costs of Tenant Improvements or Leasing Commissions, (vi) equity distributions and (vii) any other extraordinary or non-recurring items.

“ Operating Income ” means, for any period, all operating income from the Property for such period, including actual in-place base rents under bona fide Qualified Leases, other contractual revenue (including, but not limited to parking income and tenant reimbursement revenue) and ordinary recurring operating income from the Property, in each case, determined in accordance with GAAP (but without straight-lining of rents), other than (i) Loss Proceeds (but Operating Income will include rental loss insurance proceeds to the extent allocable to such period), (ii) any revenue attributable to a Lease that is not a Qualified Lease, (iii) any revenue attributable to a Lease to the extent it is paid more than thirty (30) days prior to the due date, (iv) any interest income from any source, (v) any repayments received from any third party of principal loaned or advanced to such third party by Borrower, (vi) any proceeds resulting from the Transfer of all or any portion of the Collateral, (vii) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any government or governmental agency, (viii) Termination Fees, and (ix) any other extraordinary or non-recurring items.

“ Other Connection Taxes ” means Taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such Tax (other than connections arising from Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“ Participant Register ” has the meaning set forth in Section 9.35(b) .

“ PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended from time to time.

“ Payment Date ” means, the sixth (6 ^th ) day of each calendar month (or, if such day is not a Business Day, the immediately preceding Business Day); provided , that prior to an initial

Secondary Market Transaction, Lender shall have the right to change the Payment Date so long as the Interest Accrual Period at all times commences on a Payment Date and terminates on the day immediately preceding the next Payment Date.

“ Permits ” means all licenses, permits, variances and certificates used in connection with the ownership, operation, use or occupancy of the Property (including certificates of occupancy, business licenses, state health department licenses, licenses to conduct business and all such other permits, licenses, consents, approvals and rights, obtained from any Governmental Authority or private Person concerning ownership, operation, use or occupancy of the Property).

“ Permitted Debt ” means:

(i) the Indebtedness;

(ii) Property Taxes not yet delinquent;

(iii) Tenant Improvement costs, Tenant Allowances and Capital Expenditure costs required under Leases or otherwise permitted to be incurred under the Loan Documents that are paid on or prior to the date when due;

(iv) obligations incurred under, or as a result of, any Permitted Encumbrance, that are paid within thirty (30) days of the date the same are due, unless such Permitted Encumbrance is being contested in good faith in accordance with clause (iv) of the definition of “Permitted Encumbrance”;

(v) Trade Payables not represented by a note, customarily paid by Borrower within ninety (90) days of the date invoiced and in fact not more than ninety (90) days outstanding (unless the same are being contested by Borrower in good faith), which are incurred in the ordinary course of Borrower’s ownership and operation of the Property, in amounts reasonable and customary for similar properties, and amounts payable under equipment leases in an aggregate amount for all underlying obligations not exceeding three percent (3.0%) of the Maximum Loan Amount; and

(vi) amounts incurred in connection with a restoration of the Property following a Casualty or Condemnation in accordance with the terms and conditions of this Agreement.

“ Permitted Encumbrances ” means:

(i) the Liens created by the Loan Documents;

(ii) all Liens and other matters specifically disclosed on Schedule B of the Title Insurance Policy;

(iii) Liens, if any, for Property Taxes not yet delinquent;

(iv) mechanics’, materialmen’s or similar Liens, if any, and Liens for delinquent taxes or impositions, in each case only if being diligently contested in good faith and by appropriate proceedings, provided that (a) no Event of Default has occurred and remains uncured, (b) no such Lien is in imminent danger of foreclosure, (c) Borrower shall promptly upon final determination thereof pay the amount of any such Liens, together with all costs, interest and penalties which may be payable in connection therewith, (d) such contest shall not materially and adversely affect the ownership, use or occupancy of the Property, and (e) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in this clause (iv); and provided , further , that if such Lien is for an amount in excess of $1,000,000.00, individually or in the aggregate for all Liens being contested at any given time, either (1) each such Lien is released or discharged of record or fully insured over by the title insurance company issuing the Title Insurance Policy within sixty (60) days of its creation, or (2) Borrower deposits with Lender, by the expiration of such 60-day period, an amount equal to 110% of the dollar amount of such Lien or a bond in the aforementioned amount from such surety, and upon such terms and conditions, as is reasonably satisfactory to Lender, as security for the payment or release of such Lien, or (3) a Tenant is responsible for discharging such Lien under the terms of its Lease (any such Lien, a “ Tenant Lien ”) and Borrower is using commercially reasonable efforts to enforce the terms of such Lease to cause such Tenant to obtain a discharge or release of such Tenant Lien;

(v) rights of existing and future Tenants as tenants only pursuant to written Leases entered into in conformity with the provisions of this Agreement;

(vi) any easement, reciprocal easement or other non-monetary encumbrance on real property granted by Borrower in the ordinary course of business, and not set forth on Schedule B of the Title Insurance Policy, in each case, so long as (a) no Event of Default is continuing at the time the same is granted, (b) such easement, encumbrance or non-monetary easement is subordinate to the Mortgage, and (c) such easement, encumbrance or other non-monetary encumbrance could not reasonably be expected to result in a Material Adverse Effect; and

(vii) any zoning restriction or building restriction on the use of the Property so long as (a) such restriction was imposed by a Governmental Authority and (b) either Borrower did not have a consent right with respect to the imposition of such restriction or Borrower granted such consent with the approval of Lender or otherwise in accordance with the terms of this Agreement.

“ Permitted Fund Manager ” means any Person that on the date of determination is (i) a nationally recognized manager of investment funds investing in debt or equity interests relating to commercial real estate with total real estate assets (in name or under management) in excess of $650,000,000.00 (exclusive of the Property) and capital/statutory surplus or shareholder’s equity of at least $300,000,000.00, (ii) investing through a fund with committed capital of at least $300,000,000.00 and (iii) not subject to a bankruptcy proceeding.

“ Permitted Investments ” means the following, subject to the qualifications hereinafter set forth:

(i) direct obligations of, or obligations fully and unconditionally guaranteed as to principal and interest by, the U.S. government or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States of America and have maturities not in excess of one year;

(ii) federal funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements, each having maturities of not more than 90 days, of any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia, the short-term debt obligations of which are rated A-1+ by S&P, F1+ by Fitch and P-1 by Moody’s (and if the term is between one and three months A1 by Moody’s) and, if it has a term in excess of three months, the long-term debt obligations of which are rated AAA (or the equivalent) by each of the Rating Agencies, and that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000;

(iii) deposits that are fully insured by the Federal Deposit Insurance Corp. (FDIC);

(iv) commercial paper rated A–1+ by S&P, F1+ by Fitch and P-1 Moody’s (and if the term is between one and three months A1 by Moody’s) by each of the Rating Agencies and having a maturity of not more than 90 days;

(v) any money market funds that (a) has substantially all of its assets invested continuously in the types of investments referred to in clause (i) above, (b) has net assets of not less than $5,000,000,000, and (c) has a rating of AAAm or AAAm-G from S&P, Aaa by Moody’s and the highest rating obtainable from Fitch; and

(vi) such other investments as shall have been reasonably approved by Lender.

Notwithstanding the foregoing, “ Permitted Investments ” (i) shall exclude any security with the Standard & Poor’s “r” symbol (or any other Rating Agency’s corresponding symbol) attached to the rating (indicating high volatility or dramatic fluctuations in their expected returns because of market risk), as well as any mortgage-backed securities and any security of the type commonly known as “strips”; (ii) shall not have maturities that exceed the time periods set forth above; (iii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; and (iv) shall exclude any investment where the right to receive principal and interest derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest on Permitted Investments may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index. No Permitted Investments shall require a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. Except as

expressly provided for above, all Permitted Investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their purchase or (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.

“ Person ” means any natural person, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association or Governmental Authority and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Plan Assets ” means assets of any (i) employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, (ii) plan (as defined in Section 4975(e)(1) of the Code) subject to Section 4975 of the Code, or (iii) governmental plan (as defined in Section 3(32) of ERISA) subject to federal, state or local laws, rules or regulations substantially similar to Title I of ERISA or Section 4975 of the Code.

“ Policies ” has the meaning set forth in Section 5.15(b) .

“ Post-Closing Agreement ” means that certain Post-Closing Agreement, dated as of the date hereof, made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Prime Rate ” means the rate of interest published in The Wall Street Journal from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest 1/100th of one percent (0.01%). If The Wall Street Journal ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall reasonably select a comparable interest rate index.

“ Prime Rate Loan ” means the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“ Prime Rate Spread ” means, in connection with any conversion of the Loan to a Prime Rate Loan, the difference (expressed as the number of basis points) between (a) the sum of LIBOR, determined as of the Interest Determination Date for which LIBOR was last available, plus the Spread, minus (b) the Prime Rate on such Interest Determination Date; provided, however, that if such difference is a negative number, then the Prime Rate Spread shall be zero.

“ Principal Indebtedness ” means the principal balance of the Loan outstanding from time to time.

“ Prior Loan ” has the meaning set forth in Section 4.17(c) .

“ Property ” means the real property described on Schedule A , together with all buildings and other improvements thereon and all personal property appurtenant thereto.

“ Property Agreements ” means those certain reciprocal easement agreements and other property agreements set forth on Schedule B , and any easement agreement entered into by Borrower following the Closing Date in accordance with the terms of this Agreement.

“ Property Taxes ” means all real estate and personal property taxes, assessments, fees, taxes on rents or rentals, water rates or sewer rents, facilities and other governmental, municipal and utility district charges or other similar taxes or assessments now or hereafter levied or assessed or imposed against the Property or Borrower with respect to the Property or rents therefrom or that may become Liens upon the Property, without deduction for any amounts reimbursable to Borrower by third parties.

“ Qualified Equity Holder ” shall mean one or more of the following that, in each case, is a Person that is regularly engaged in the business of owning or operating Class “A” office properties similar to the Property located in major metropolitan markets in the United States and Canada containing, in the aggregate, not less than 5,000,000 square feet of office space (excluding the Property):

(iii) an institution substantially similar to any of the foregoing entities described in clauses (i) and (ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clauses (i) through (iii) above that satisfies the Eligibility Requirements; or

(v) entity where a Permitted Fund Manager or an entity that is otherwise a Qualified Equity Holder under clauses (i) through (iv) above and which is investing through a fund with committed capital of at least $300,000,000.00, acts as the general partner, managing member or fund manager and at least fifty percent (50%) of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Equity Holders under clauses (i) through (iv) above.

“ Qualified Lease ” means a Lease that has been entered into in accordance with the Loan Document, which Lease is to a Tenant that (i) as accepted the premises demised under the applicable Lease, (ii) is not in monetary default under its Lease with respect to the payment of base rent and/or additional rent for a period of more than sixty (60) consecutive days; provided, that, a dispute between a Tenant and Borrower in accordance with the terms of such Tenant’s Lease over the amount of additional rent payable by a Tenant shall not constitute a default in the payment of additional rent, (iii) other than with respect to the Morgan Lewis Lease,

has not abandoned or vacated the premises or “gone dark”, (iv) has not given notice of termination pursuant to such Lease or failed to give notice of its intent to extend the term of such Lease in accordance with the terms thereof, and (iv) is not the subject of a bankruptcy or similar insolvency proceeding (unless such Tenant has assumed such Lease in bankruptcy).

“ Qualified Transferee ” means a transferee for whom, prior to the Transfer, Lender shall have received: (x) evidence that the proposed transferee (1) has never been indicted or convicted of, or pled guilty or no contest to, a felony, (2) has never been indicted or convicted of, or pled guilty or no contest to, a Patriot Act Offense and is not on any Government List, (3) has never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding and (4) has no material outstanding judgments against such proposed transferee and (y) if the proposed transferee will obtain Control of or obtain a direct or indirect interest of ten percent (10%) or more in Borrower as a result of such proposed transfer, a credit check against such proposed transferee that is reasonably acceptable to Lender.

“ Rating Agency ” shall mean, prior to the final Secondary Market Transaction of the Loan, each of S&P, Moody’s, DBRS and Fitch, or any other nationally-recognized statistical rating agency that has been designated by Lender and, after the final Secondary Market Transaction of the Loan, shall mean any of the foregoing that have rated and continue to rate any of the Certificates (excluding unsolicited ratings).

“ Rating Condition ” means, with respect to any proposed action, (i) if the Loan has been securitized, the receipt by Lender of confirmation in writing from each of the Rating Agencies that such action shall not result, in and of itself, in a downgrade, withdrawal, or qualification of any rating then assigned to any outstanding Certificates or (ii) if the Loan has not been securitized, Lender’s approval of such action to the extent such approval is required pursuant to the terms of this Agreement. No Rating Condition shall be regarded as having been satisfied unless and until any conditions imposed on the effectiveness of any confirmation from any Rating Agency shall have been satisfied. If any Rating Agency declines to review a proposed action, then the Rating Condition shall be deemed satisfied with respect to such Rating Agency.

“ Recourse Guaranty ” that certain Non-Recourse Carveout Guaranty dated of even date herewith and executed by Guarantor in favor of Lender.

“ Recycled Entity Certificate ” means the Recycled Entity Certificate, dated as of the date hereof, executed by Borrower in favor of Lender.

“ Reference Banks ” means four major banks in the London interbank market selected by Lender.

“ Register ” has the meaning set forth in Section 9.35(a) .

“ Regulatory Change ” means any change after the Closing Date in federal, state or foreign laws or regulations or the adoption or the making, after such date, of any interpretations, directives or requests applying to a class of banks or companies controlling banks, including Lender, of or under any federal, state or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation

or administration thereof; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued.

“ Release ” with respect to any Hazardous Substance means any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances into the indoor or outdoor environment (including the movement of Hazardous Substances through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), and “ Released ” has the meaning correlative thereto.

“ REMIC ” means a “real estate mortgage investment conduit” as defined in Section 860D of the Code.

“ Rent Roll ” has the meaning set forth in Section 4.14(a) .

“ Reserve Accounts ” shall mean, collectively, the Basic Carrying Costs Escrow Account, the Loss Proceeds Account, the TI/LC Reserve Account, the Unfunded Obligations Reserve Account, the Cash Collateral Reserve Account and the Cash Flow Sweep Reserve Account.

“ Responsible Officer ” means with respect to a Person, the chairperson of the board, president, chief operating officer, chief financial officer, general counsel, secretary, treasurer, controller or vice president of such Person or its direct or indirect Controlling owner(s) or such other similar officer of such Person or its direct or indirect Controlling owner(s) as is reasonably acceptable to Lender.

“ Revenues ” means all rents (including percentage rent), rent equivalents, moneys payable as damages pursuant to a Lease or in lieu of rent or rent equivalents (including all Termination Fees), royalties (including all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including security, utility and other deposits, other than any security deposits or other deposits made by a Tenant and held by, or on behalf of, Borrower in accordance with Section 5.7(e) until the same are applied to such Tenant’s obligations under its Lease), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower from any and all sources including any obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower and proceeds, if any, from business interruption or other loss of income insurance.

“ S&P ” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors.

“ Sale or Pledge ” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest, whether direct or indirect.

“ SAS ” has the meaning set forth in Section 9.39 .

“ Servicer ” shall have the meaning set forth in Section 9.22 .

“ Single Member LLC ” means a limited liability company that either (x) has only one member, or (y) has multiple members, none of which is a Single-Purpose Equityholder.

“ Single-Purpose Entity ” means a Person that:

(a) was formed under the laws of the State of Delaware solely for the purpose of (i) in the case of Borrower, (A) acquiring, owning, developing, repairing, maintaining, holding, selling, renting, leasing, transferring, exchanging, assigning, operating, managing, financing, mortgaging, encumbering or otherwise dealing with or disposing all or any portion of the Property, (B) entering into and performing its obligations under this Agreement and the other Loan Documents, (C) refinancing the Property in connection with any repayment of the Loan, or (D) engaging in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the purposes set forth in clauses (i)(A) through (C) above, or (ii) in the case of a Single-Purpose Equityholder, an ownership interest in Borrower;

(b) does not engage in any business unrelated to (i) in the case of Borrower, the ownership and operation of the Property, or (ii) in the case of a Single-Purpose Equityholder, its ownership interest in Borrower;

(c) does not own any assets other than those related to (i) in the case of Borrower, (A) its interest in the Property and (B) incidental personal property necessary for the ownership and operation of the Property, or (ii) in the case of a Single-Purpose Equityholder, its ownership interest in Borrower (and in the case of Borrower, does not and will not own any assets on which Lender does not have a Lien, other than excess cash that has been released to Borrower pursuant hereto);

(d) does not have any Debt other than (i) in the case of Borrower, Permitted Debt, or (ii) in the case of a Single-Purpose Equityholder, reasonable and customary administrative expenses and state franchise taxes (for the avoidance of doubt, Debt incurred prior to the Closing Date that has heretofore been released, discharged or satisfied in full is excluded from this clause (d));

(e) maintains books, accounts, records and financial statements that are separate and apart from those of any other Person, and, to the extent required for the operation of the Person’s business, uses separate stationary, invoices and checks bearing its own name, (except that such Person’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an Affiliate of such Person, provided that (i) any such consolidated financial statements contain an appropriate notation to indicate the

separateness of such Person from its Affiliate and to indicate that such Person’s assets and credit are not available to satisfy the debts and obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on such Person’s own separate balance sheet);

(f) to the extent required for the operation of such Person’s business, maintain stationery, invoices and checks bearing its own name;

(g) is subject to and complies with all of the limitations on powers and separateness requirements set forth in the organizational documentation of such Person as of the Closing Date;

(h) holds itself out to the public as a legal entity separate and distinct from any other Person and does not identify itself or any of its Affiliates as a division department of any other Person;

(i) conducts its business in its own name;

(j) exercises reasonable efforts to correct any known misunderstanding actually known to it regarding its separate identity, and maintains an arm’s-length relationship with its Affiliates and only enters into a contract or agreement with any member, principal or Affiliate of the Borrower or any guarantor, or any manager, member, principal or Affiliate thereof, in the ordinary course of business upon terms and conditions that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties;

(k) pays its own liabilities out of its own funds, including the salaries of its own employees, if any (provided that the foregoing shall not require such Person’s equityholders to make any additional capital contributions to such Person) and reasonably allocates any overhead that is shared with an affiliate, including paying for shared office space and services performed by any officer or employee of an affiliate;

(l) maintains a sufficient number of employees, if any, in light of its contemplated business operations;

(m) files its own tax return separate from those of any other Person, except to the extent that it is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law;

(n) conducts its business so that the assumptions made with respect to it that are contained in the Nonconsolidation Opinion shall at all times be true and correct in all material respects;

(o) maintains its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(p) observes all applicable entity-level formalities in all material respects;

(q) does not commingle its assets with those of any other Person, and holds its assets in its own name;

(r) does not assume, guarantee or become obligated for the debts of any other Person, and does not hold out its credit as being available to satisfy the obligations or securities of others;

(s) does not acquire obligations or securities of its direct or indirect equityholders;

(t) does not pledge its assets for the benefit of any other Person and does not make any loans or advances to any other Person;

(u) intends to maintain adequate capital in light of its contemplated business operations (provided that the foregoing shall not require such Person’s partners, members or shareholders to make any additional capital contributions to such Person);

(v) has two (2) Independent Directors on its board of directors or board of managers, or has a Single-Purpose Equityholder with two Independent Directors on such Single-Purpose Equityholder’s board of directors or board of managers, and has organizational documents that prohibit replacing any Independent Director without Cause and without giving at least two (2) Business Days’ prior written notice to Lender and the Rating Agencies (except in the case of the death, legal incapacity, or voluntary non-collusive resignation of an Independent Director, in which case no prior notice to Lender or the Rating Agencies shall be required in connection with the replacement of such Independent Director with a new Independent Director that is provided by any of the companies listed in the definition of “ Independent Director ”);

(w) if such entity is a Single Member LLC, has organizational documents that provide that upon the occurrence of any event (other than a permitted equity transfer) that causes its sole member to cease to be a member while the Loan is outstanding, at least one of its Independent Directors shall automatically be admitted as the sole member of the Single Member LLC and shall preserve and continue the existence of the Single Member LLC without dissolution; and

(x) has by-laws or an operating agreement, or has a Single-Purpose Equityholder with by-laws or an operating agreement, which provides that, for so long as the Loan is outstanding, such Person shall not take or consent to any of the following actions except to the extent expressly permitted in this Agreement and the other Loan Documents:

(i) the dissolution, liquidation, consolidation, merger or sale of all or substantially all of its assets (and, in the case of a Single-Purpose Equityholder, the assets of Borrower);

(ii) the engagement by such Person (and, in the case of a Single-Purpose Equityholder, the engagement by Borrower) in any business other than the acquisition, development, management, leasing, ownership, maintenance and operation of the Property and activities incidental thereto (and, in the case of a Single-Purpose

Equityholder, activities incidental to the acquisition and ownership of its interest in Borrower);

(iii) the filing, or consent to the filing, of a bankruptcy or insolvency petition, any general assignment for the benefit of creditors or the institution of any other insolvency proceeding, the seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official in respect of such Person, admitting in writing such Person’s inability to pay its debts generally as they become due, or the taking of any action in furtherance of any of the foregoing, in each case, in respect of itself or, in the case of a Single-Purpose Equityholder, in respect of Borrower, without the affirmative vote of both of its Independent Directors; and

(iv) any amendment or modification of any provision of its (and, in the case of a Single-Purpose Equityholder, Borrower’s) organizational documents relating to qualification as a “Single-Purpose Entity”.

“ Single-Purpose Equityholder ” means a Single-Purpose Entity that (x) is a limited liability company or corporation formed under the laws of the State of Delaware, (y) owns at least a 1% direct equity interest in Borrower, and (z) serves as the general partner or managing member of Borrower.

“ Spread ” means:

(i) initially, 3.69%; and

(ii) following the bifurcation of the Note into multiple Note Components pursuant to Section 1.1(f) , the weighted average of the Component Spreads of such Note Components at the time of determination, weighted on the basis of the corresponding outstanding principal balances of such Note Components at the time of determination.

“ Spread Maintenance Date ” means June 6, 2018.

“ Spread Maintenance Premium ” means, with respect to any payment or prepayment of principal (or, after the occurrence of an Event of Default, the acceleration of the Loan) on or before the Spread Maintenance Date, an amount equal to the product of the following: (a) the amount of such prepayment (or the amount of principal so accelerated), multiplied by (b) the then-applicable Spread, multiplied by (c) a fraction (expressed as a percentage) having a numerator equal to the number of days difference between the Spread Maintenance Date and the date such prepayment occurs (or the next succeeding Payment Date through which interest has been paid by Borrower) and a denominator equal to three hundred and sixty (360).

“ Strike Rate ” means (i) through the Initial Maturity Date, three percent (3.00%), and (ii) with respect to any subsequent Extension Term, a strike rate equal to the greater of (A) the strike rate necessary to produce an Extension DSCR of at least 1.25:1.00, and (B) three percent (3.00%).

“ Subordination of Brokerage Agreement ” means any consent and agreement of listing agent and subordination of brokerage agreement, substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), received by Lender in connection with the execution and delivery of any brokerage agreement entered into by Borrower in accordance with the terms of the Loan Agreement following the Closing Date, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Subordination of Parking Management Agreement ” means (i) that certain Consent and Agreement of Manager and Subordination of Parking Management Agreement (Wells Fargo Center), executed by Borrower, North Tower Owner and the Initial Approved Parking Manager as of the Closing Date, (ii) that certain Consent and Agreement of Manager and Subordination of Parking Management Agreement (X-2 Garage), executed by Borrower and the Initial Approved Parking Manager as of the Closing Date, and (iii) any consent and agreement of parking manager and subordination of parking management agreement, substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), received by Lender in connection with the execution and delivery of any parking management agreement entered into by Borrower in accordance with the terms of the Loan Agreement following the Closing Date, in each case, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Subordination of Property Management Agreement ” means (i) that certain Consent and Agreement of Manager and Subordination of Management Agreement, executed by Borrower and the Initial Approved Property Manager as of the Closing Date, and (ii) any consent and agreement of manager and subordination of management agreement, substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), received by Lender in connection with the execution and delivery of any other property management agreement entered into by Borrower in accordance with the terms of the Loan Agreement following the Closing Date, in each case, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“ Survey ” means a current land title survey of the Property, certified to Borrower, the title company issuing the Title Insurance Policy, Lender and its successors and assigns, in form and substance reasonably satisfactory to Lender.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tenant ” means any Person liable by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) pursuant to a Lease.

“ Tenant Allowances ” means Tenant Improvements paid or reimbursed through allowances to a Tenant pursuant to such Tenant’s Lease.

“ Tenant Improvements ” means tenant improvements to be undertaken for any Tenant that are (a) required to be completed by or on behalf of Borrower or such Tenant pursuant

to the terms of such Tenant’s Lease, (b) undertaken to induce such Tenant to take space at the Property or (c) undertaken in connection with upgrading the Property for Tenants.

“ Tenant Notice ” has the meaning set forth in Section 3.1(a) .

“ Termination Fee ” means any payment, fee or penalty received by Borrower in respect of (i) the termination of a Lease, whether by buy-out, cancellation, default or otherwise (including, without limitation, any fees payable to Borrower in connection with the termination by Munger of the Munger Lease), or (ii) the reduction of the premises demised pursuant to a Lease.

“ Terrorism Premium Cap ” has the meaning set forth in Section 5.15(a)(ix) .

“ Test Period ” means each 12-month period ending on the last day of any Fiscal Quarter.

“ Threshold Amount ” means an amount equal to $13,500,000.00 (which is five percent (5%) of the Maximum Loan Amount).

“ TI/LC Reserve Account ” has the meaning set forth in Section 3.5(a) .

“ Title Insurance Policy ” means an ALTA lender’s title insurance policy or a comparable form of lender’s title insurance policy approved for use in the applicable jurisdiction, in form and substance reasonably satisfactory to Lender.

“ Trade Payables ” means unsecured amounts payable by or on behalf of Borrower for or in respect of the operation of the Property in the ordinary course and that would under GAAP be regarded as ordinary expenses, including amounts payable to suppliers, vendors, contractors, mechanics, materialmen or other Persons providing property or services to the Property or Borrower and the capitalized amount of any ordinary-course financing leases.

“ Transaction ” means, collectively, the transactions contemplated and/or financed by the Loan Documents.

“ Transfer ” has the meaning set forth in Section 6.3(b) .

“ TRIPRA ” means the Terrorism Risk Insurance Program Reauthorization Act of 2007 and 2015, as it may be amended from time to time, and any successor statutes thereto.

“ Unfunded Obligations ” means those certain Tenant Improvements, Tenant Allowances (which, pursuant to the terms of certain of the Executed Leases set forth on Schedule D , may in some circumstances be converted to free rent), and Leasing Commissions that are unpaid and owed by Borrower to Tenants pursuant to the Executed Leases, and in the amounts, set forth on Schedule D .

“ Unfunded Obligations Reserve Account ” has the meaning set forth in Section 3.6(a) .

“ Unfunded Obligations Reserve Funds ” has the meaning set forth in Section 3.6(b) .

“ Unsecured Corporate Loan ” has the meaning set forth in Section 6.3(d)(vii) .

“ Updated Analysis Delivery Date ” has the meaning set forth in Section 5.21 .

“ Upper-Tier Brookfield Entity ” has the meaning set forth in Section 6.3(d)(vii) .

“ Upper-Tier Brookfield Indebtedness ” has the meaning set forth in Section 6.3(d)(vii) .

“ Use ” means, with respect to any Hazardous Substance, the generation, manufacture, processing, distribution, handling, possession, use, discharge, placement, treatment, disposal, disposition, removal, abatement, recycling or storage of such Hazardous Substance or transportation of such Hazardous Substance.

“ U.S. Person ” means a United States person within the meaning of Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 1.8(b)(ii)(B)(3) .

“ Waste ” means any material abuse or destructive use (whether by action or inaction) of the Property.

“ Winston ” means Winston & Strawn LLP, an Illinois limited liability partnership.

“ Winston Lease ” means that certain Lease, dated as of September 22, 2016, by and between Borrower, as landlord, and Winston, as tenant, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“ Zoning Report ” means that certain PZR Report for 355 South Grand Avenue & 235 South Hill Street, Los Angeles, California (PZR Site Number 97930-1), prepared for Lender by The Planning & Zoning Resource Company, dated as of October 26, 2016 and revised on November 9, 2016, November 18, 2016 and November 22, 2016.

(y) Rules of Construction . Unless otherwise specified, (i) all references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement, (ii) all meanings attributed to defined terms in this Agreement shall be equally applicable to both the singular and plural forms of the terms so defined, (iii) “including” means “including, but not limited to”, (iv) “mortgage” means a mortgage, deed of trust, deed to secure debt or similar instrument, as applicable, and “mortgagee” means the secured party under a mortgage, deed of trust, deed to secure debt or similar instrument, (v) the words “hereof,” “herein,” “hereby,” “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, article, section or other subdivision of this Agreement, (vi) unless otherwise indicated, all references to “this Section” shall refer to the

Section of this Agreement in which such reference appears in its entirety and not to any particular clause or subsection or such Section, and (vii) terms used herein and defined by cross-reference to another agreement or document shall have the meaning set forth in such other agreement or document as of the Closing Date, notwithstanding any subsequent amendment or restatement of or modification to such other agreement or document. Except as otherwise indicated, all accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP, as the same may be modified in this Agreement.

ARTICLE I

GENERAL TERMS

Section 1.1 The Loan .

(a) Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make a loan to Borrower in Dollars in an aggregate principal amount up, to but not exceeding, the Maximum Loan Amount, which Loan shall include the Initial Advance and the Future Advances, as may be made from time to time under and in accordance with this Agreement (collectively, the “ Loan ”).

(b) Subject to the conditions and upon the terms provided in this Agreement, Lender agreed and hereby agrees to advance to Borrower Future Advances from time to time in a maximum aggregate principal amount not to exceed $20,000,000.00 (the “ Maximum Future Advance Amount ”). The Future Advances are evidenced by the Note and this Agreement, are secured by the Mortgage and the other Loan Documents and shall be repaid with interest, costs and charges as set forth herein. The Future Advances shall be advanced in accordance with and subject to the provisions of Section 1.5 hereof.

(c) Notwithstanding anything contained herein or in any other Loan Document to the contrary, the aggregate amount advanced, or deemed advanced, under the Loan shall not under any circumstances exceed the Maximum Loan Amount. Other than the Loan, Lender shall not have any obligation to loan any additional funds.

(d) Interest payable hereunder shall be computed on the basis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period.

(e) The Loan shall be secured by the Collateral pursuant to the Mortgage and the other Loan Documents.

(f) Upon written notice from Lender to Borrower, the Note will be deemed to have been subdivided into multiple components (the “ Note Components ”). Each Note Component shall have such notional balance as Lender shall specify in such notice and an interest rate equal to the sum of LIBOR plus such amount as Lender shall specify in such notice (“ Component Spread ”); provided, that the sum of the principal balances of all Note Components shall equal the then-current Principal Indebtedness, and the weighted average of the Component Spreads, weighted on the basis of their respective principal balances, shall equal the percentage set forth in clause (i) of the definition of “Spread” (except following repayments of principal during the continuance of an Event of Default or as a result of a Casualty or Condemnation).

Borrower shall be treated as the obligor with respect to each of the Note Components, and Borrower acknowledges that each Note Component may be individually beneficially owned by a separate Person. The Note Components need not be represented by separate physical Notes, but if requested by Lender each Note Component shall be represented by a separate physical Note, in which case Borrower shall execute and return to Lender each such Note in substantially the same form as the Note executed and delivered on the Closing Date, promptly following Borrower’s receipt of an execution copy thereof.

Section 1.2 Term . Borrower shall have three (3) successive options to extend the scheduled Maturity Date of the Loan to the Payment Date in the month containing the one-year anniversary of the applicable Maturity Date as theretofore in effect (the period of each such extension, an “ Extension Term ”); provided , that, except as otherwise set forth below, as a condition to the commencement of each Extension Term (i) Borrower shall deliver to Lender written notice of such extension at least thirty (30) and not more than ninety (90) days prior to the applicable Maturity Date as theretofore in effect; (ii) no Default or Event of Default shall be continuing on either the date of such notice or the Maturity Date as theretofore in effect; (iii) in connection with the second Extension Term and the third Extension Term only, the Debt Yield for the Property for the Test Period ending immediately prior to the applicable Maturity Date as theretofore in effect shall be no less than the applicable Debt Yield Threshold; provided , that if the Debt Yield is less than the applicable Debt Yield Threshold, Borrower shall be permitted to prepay the Loan on or prior to the then-current Maturity Date in the amount required to cause the Debt Yield to equal the applicable Debt Yield Threshold, which prepayment shall be made pursuant to, and in accordance with, Section 2.1 but without the prior written notice required thereunder, (iv) Borrower shall have obtained an Interest Rate Cap Agreement for the applicable Extension Term and collaterally assigned such Interest Rate Cap Agreement to Lender pursuant to an Assignment of Interest Rate Cap Agreement; (v) as a condition precedent to the commencement of the second Extension Term and the third Extension Term, Borrower shall have paid an extension fee in an amount equal to one-quarter of one percent (0.25%) of the Principal Indebtedness outstanding as of the date of the commencement of the applicable Extension Term, plus all reasonable out-of-pocket expenses incurred by Lender in connection with each such extension. If Borrower fails to exercise any extension option in accordance with the provisions of this Agreement, such extension option, and any subsequent extension option hereunder, will automatically cease and terminate.

Section 1.3 Disbursement to Borrower .

(a) Multiple Borrowings . The Loan shall be funded in one or more advances and any amount borrowed and repaid hereunder in respect of the Loan may not be re-borrowed.

(b) Initial Advance . On the Closing Date, Lender shall make the Initial Advance to Borrower. During the term of the Loan in accordance with the terms, provisions and conditions of Section 1.5 , Lender shall make one or more Future Advances of the Loan to Borrower in an aggregate amount not to exceed the Maximum Future Advance Amount.

Section 1.4 Use of Proceeds . Borrower shall use the Initial Advance to, (a) refinance the Prior Loan in full, (b) make deposits into the Basic Carrying Costs Escrow Account and the

Unfunded Obligations Reserve Account on the Closing Date in the amounts provided herein and (c) pay costs and expenses incurred in connection with the closing of the Loan.

Section 1.5 Conditions to Future Advances and Disbursements of Unfunded Obligations Reserve Funds .

(a) Subject to the terms and provisions of this Section 1.5 , Future Advances shall be available to pay or reimburse Borrower in an amount not to exceed the lesser of (i) an amount equal to fifty percent (50.0%) of the Approved Leasing Costs that are the subject of the applicable Future Advance, and (ii) an amount equal to fifty percent (50.0%) of the aggregate amount of Assumed Leasing Costs in respect of all Leases under which the Approved Leasing Costs are the subject of the applicable Future Advance.

(b) Future Advances shall be funded to pay the Approved Leasing Costs, and Unfunded Obligations Reserve Funds will be disbursed from the Unfunded Obligations Reserve Account for the purposes of satisfying the Unfunded Obligations (or, if a Tenant under an Executed Lease has a right to convert a Tenant Allowance to free rent, Unfunded Obligations Reserve Funds shall be disbursed to the Cash Management Account on a monthly basis in an amount equal to the base rent payable during the applicable free rent period), in each case, in accordance with the term and conditions of this Section 1.5 and subject to the satisfaction of the following conditions:

(i) Each Future Advance shall be considered an advance of the Loan, shall be added to the Principal Indebtedness as of the day such Future Advance is made for the purposes of Borrower’s payment obligations under this Agreement and the Note, and repayment thereof, together with interest thereon at the Interest Rate, and shall be secured by this Agreement and the other Loan Documents. For the avoidance of doubt, Borrower acknowledges and agrees that the Loan shall not be a revolving loan and accordingly, no portion of the Future Advances advanced by Lender to Borrower and subsequently repaid to Lender may be re-borrowed by Borrower. Any Future Advance made to Borrower shall result in a corresponding decrease in the Maximum Future Advance Amount by the amount of such Future Advance.

(ii) Whenever Borrower desires to obtain a Future Advance or a disbursement from the Unfunded Obligations Reserve Account hereunder, Borrower shall give Lender at least ten (10) Business Days prior written notice of such advance (a “ Notice of Borrowing ”), which Notice of Borrowing shall:

(A) be executed by a Responsible Officer of Borrower;

(B) specify (1) the aggregate principal amount of the requested Future Advance and/or amount of the requested disbursement from the Unfunded Obligations Reserve Account and (2) the requested date of such Future Advance and/or disbursement from the Unfunded Obligations Reserve Account;

(C) contain a certification that, taking into account the amount of the requested Future Advance, no Event of Default or Default has occurred and is continuing, and that all of the conditions precedent to such Future Advance

and/or disbursement from the Unfunded Obligations Reserve Account set forth herein have been complied with (other than those conditions that are dependent upon any action or determination of Lender);

(D) contain a description of the intended uses of the Future Advance and/or the disbursement from the Unfunded Obligations Reserve Account;

(E) be in the form attached hereto as Exhibit IV ;

(F) contain a certification that the applicable Future Advance will be used for Approved Leasing Costs (and providing the breakdown of such Approved Leasing Costs) or to reimburse Borrower for such Approved Leasing Costs previously paid by Borrower and/or that the applicable disbursement from the Unfunded Obligations Reserve Account will be used for Unfunded Obligations (and providing a breakdown of such Unfunded Obligations) or to reimburse Borrower for such Unfunded Obligations previously paid by Borrower;

(G) contain a certification that, together with all previous Future Advances, the amount of such Future Advance does not exceed the Maximum Future Advance Amount;

(H) shall include (1) with respect to items of Approved Leasing Costs in excess of $50,000.00, invoices and/or other evidence reasonably satisfactory to Lender that such amounts are due and payable or have been paid or (2) with respect to items of Approved Leasing Costs not in excess of $50,000.00, a certification that such amounts are due and payable or have been paid;

(I) contain a certification that, if applicable, the Approved Leasing Costs to be funded by the requested Future Advance and/or the Unfunded Obligations to be funded by the disbursement from the Unfunded Obligations Reserve Account have been performed by Borrower or requisitioned by the applicable Tenant substantially in accordance with the terms of the applicable Lease; and

(J) contain a certification that all representations and warranties with respect to the Property set forth in this Agreement and the other Loan Documents (except representations and warranties that are made as of a specific date) are true and correct in all material respects as of such date or describing any such representations and warranties that are no longer true but that do not constitute violations of the terms and conditions of this Agreement and the other Loan Documents, or are otherwise acceptable to Lender in its sole discretion, as shall be set forth in a supplement to the Exception Report attached to the Notice of Borrowing.

(K) Subject to satisfaction of the terms and conditions set forth in Section 1.5(b)(iii) and the other conditions set forth in this Section 1.5 , Lender shall deposit the amount of such Future Advance into in immediately available

funds into the account of Borrower specified in the Notice of Borrowing (or such other account designated by Borrower by reasonable advance written notice to Lender) on or before 5:00 p.m. (New York time) on the date requested for such Future Advance in such Notice of Borrowing.

(L) If a disbursement of Unfunded Obligations Reserve Funds is in connection with a Tenant’s conversion of Tenant Allowance to free rent, contain a statement of the appropriate amount and the period for which such free rent is applicable and Lender shall disburse an amount from the Unfunded Obligations Reserve Account to the Cash Management Account each month equal to the amount of free rent with respect to such month.

(iii) In addition to the conditions set forth in Section 1.5(b)(i) and Section 1.5(b)(ii) , Borrower shall satisfy the following conditions prior to Lender making any Future Advance or disbursement from the Unfunded Obligations Reserve Account:

(A) No Default or Event of Default shall exist;

(B) Borrower shall have delivered to Lender a Notice of Borrowing that complies with Section 1.5(b)(ii) hereof;

(C) With respect to Future Advances only, Borrower shall simultaneously, and on a pari passu basis, shall either provide evidence reasonably acceptable to Lender that Borrower has already paid the other fifty percent (50%) of the applicable Approved Leasing Costs with respect to the Lease that is the subject to the Future Advance or Borrower shall provide evidence reasonably acceptable to Lender that it will simultaneously pay the other fifty percent (50%) of such Approved Leasing Costs that are subject to the Future Advance. In addition, in the event that the Approved Leasing Costs with respect to a Lease that is the subject of the applicable Future Advance exceed the applicable Assumed Leasing Costs with respect to such Lease, then Borrower shall have provided evidence reasonably acceptable to Lender that Borrower has either already paid (or simultaneously with the making of the Future Advance by Lender Borrower shall pay) one hundred percent (100%) of the amount in excess of the Assumed Leasing Costs with respect to each Lease that is the subject of the Future Advance;

(D) (i) Borrower shall have delivered to Lender each Lease (or expansion or renewal thereof) related to the Future Advance or the disbursement from the Unfunded Obligations Reserve Account, (ii) each Lease related to the Future Advance shall have been entered into in accordance with the terms and provisions of this Agreement, and (iii) Future Advances shall not be funded for any Executed Lease. For the avoidance of doubt, Future Advances shall be funded for expansions or renewals of Executed Leases subject to the satisfaction of the applicable conditions set forth in this Section 1.5 for Future Advances;

(E) Lender shall have no obligation (i) to make any Future Advance for less than $100,000.00, except for the final Future Advance, or (ii) to make Future Advances more often than once in any calendar month.

(F) Borrower shall have delivered to Lender an Officer’s Certificate certifying that the requirements of this Section 1.5 have been satisfied (excluding requirements that are based on the determinations of Lender);

(G) Borrower shall deliver to Lender (i) upon request (but no more than one (1) time during any calendar quarter if Lender has not received a title date-down endorsement with respect to a Future Advance during such calendar quarter) a title search which shall, without limitation, indicate that the Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances and (ii) with respect to Future Advances only, a date-down endorsement to the Title Insurance Policy, which endorsement shall have the effect of (w) updating the date of such Title Insurance Policy to the date of the making of such Future Advance and (y) increasing the coverage of such Title Insurance Policy by an amount equal to the amount of the Future Advance then being made, and (iii) to the title company such information as reasonably requested by the title company in order for the title company to issue the required endorsements or updates as set forth in this Section 1.5(b)(iii)(G) ;

(H) With respect to any Future Advance only, a modification of the Mortgage reflecting the making of any Future Advance(s), if Lender determines in its reasonable discretion that such modification is necessary or advisable in order to maintain the first-priority status of the Mortgage following the making of any Future Advance(s) and a modification endorsement of the Title Insurance Policy in connection therewith;

(I) At the option of Lender, Lender may engage a Consultant to assist with the inspection of the Property if the Tenant Improvements involve material structural renovations (excluding all demolition and improvements in connection with customary Tenant build-outs). Borrower shall pay the Consultant Fees incurred in connection therewith in monthly installments on each Payment Date.

(J) If a Consultant is engaged by Lender with respect to any Tenant Improvement project as provided in clause (I) above, Lender shall have received a report satisfactory to Lender in its reasonable discretion from Consultant in respect of such Consultant’s inspection of the work associated with the requested Future Advance;

(K) No Casualty (that has not been or is not in the process of being restored) or Condemnation (that has not been or is not in the process of being restored) shall have occurred, each as reasonably determined by Lender;

(L) The representations, warranties and covenants by Borrower and Guarantor made to Lender herein, in the other Loan Documents and in any other document, certificate or statement executed or delivered to Lender in connection with the Loan shall be true and correct in all material respects on and as of the date of the Future Advance with the same effect as if made on such date (except with respect to representations and warranties made as of a specific date) or describing any such representations and warranties that are no longer true but that do not constitute violations of the terms and conditions of this Agreement and the other Loan Documents, or are otherwise acceptable to Lender in its sole discretion, as shall be set forth in a supplement to the Exception Report attached to the Notice of Borrowing;

(M) (i) if such request for disbursement or portion thereof for any contractor and/or materialmen is for $250,000.00 or more and to the extent reasonably required by Lender, copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender; provided , that, no such lien waivers shall be required for disbursements for reimbursements to Tenants for the purchase and installation of furniture, fixtures or equipment in accordance with such Tenant’s Lease (“ FF&E ”) and (ii) if such request is for disbursement in connection with FF&E that costs in excess of $50,000, Borrower shall provide to Lender copies of invoices or paid receipts reflecting the amounts being requested;

(N) Future Advances for Approved Leasing Costs and/or disbursements from the Unfunded Obligations Reserve Account for Unfunded Obligations, in each case, that involve Tenant Improvements shall be made on the following additional conditions:

(1) All Tenant Improvements constructed by Borrower prior to the date such Future Advance and/or disbursement from the Unfunded Obligations Reserve Account, as applicable is requested shall be completed substantially in accordance with the plans therefor approved by Tenant under the applicable Lease;

(2) As a condition to the funding of the final Future Advance or disbursement from the Unfunded Obligations Reserve Account, as applicable, for Tenant Improvements and Tenant Allowances, pursuant to a particular Lease, Borrower shall have delivered to Lender either (a) a copy of the rent commencement letter sent by Borrower to such tenant and a certification from Borrower that there is no adverse response to such rent commencement letter or a tenant estoppel certificate from the applicable Tenant, which tenant estoppel certificate shall be addressed to Lender and shall be in a form reasonably satisfactory to Lender or (b) a certificate executed by Borrower certifying to Lender that (i) the Tenant under such Lease has accepted the portion of the leased premises it is initially required to accept under the Lease as of the applicable lease commencement date, (ii) all landlord construction

obligations in favor of the Tenant under such Lease required for initial occupancy by such Tenant will have been satisfied in full and (iii) there are no conditions (other than the passage of time until the end of any free rent period) to such Tenant’s obligation to commence paying rent; and

(3) As a condition to the funding of the final Future Advance or disbursement from the Unfunded Obligations Reserve Account, as applicable, for Tenant Improvements, pursuant to a particular Lease, Borrower shall have furnished Lender with (a) a true and correct a copy of any license, permit or other approval by any Governmental Authority required in connection with such Tenant Improvements; (b) Lender shall have received final lien waivers from each contractor and/or materialmen performing work or materials in such space in excess of $250,000; provided , that no such lien waivers shall be required for disbursements for reimbursements to Tenants for the purchase and installation of FF&E and (c) if such request is for disbursement in connection with FF&E, Borrower shall provide to Lender copies of invoices or paid receipts reflecting the amounts being requested.

(O) Future Advances for Approved Leasing Costs and/or disbursements from the Unfunded Obligations Reserve Account for Unfunded Obligations, in each case, that involve Tenant Allowances shall be made on the following additional conditions:

(1) To the extent that Borrower is entitled under the applicable Lease to receive (or Borrower otherwise receives) any plans and specifications in respect of the applicable work that is the subject of the Tenant Allowance, Borrower shall make such plans and specifications available for Lender at Borrower’s offices;

(2) Lender shall have received reasonably satisfactory evidence (which may be in the form of a certificate of Borrower) that all material permits, licenses and approvals required for any work associated with such requested Future Advance or disbursement from the Unfunded Obligations Reserve, as applicable, have been obtained (except to the extent the same are of a nature so as not to be obtainable or customarily issued until a later stage of construction) and are in full force and effect;

(3) To the extent that Borrower is entitled under the applicable Lease to receive (or Borrower otherwise receives) the same from the applicable Tenant, Lender shall have received certificates from the applicable architect or engineer in connection with the applicable work that is the subject of the Tenant Allowance certifying to Borrower that all of such work that has been completed has been done substantially in compliance with the plans and specifications previously approved by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements;

(4) Except to the extent that the amount to be paid to any contractor is the subject of a good faith dispute by Borrower and is being contested pursuant to the applicable provisions of this Agreement and the other Loan Documents (provided that this exception shall not apply the final Future Advance or disbursement from the Unfunded Obligations Reserve Account, as applicable, for Tenant Allowances pursuant to a particular Lease) and except for payments under $50,000 and payments for FF&E (for which Borrower shall provide to Lender copies of invoices or paid receipts reflecting the amounts being requested), in each instance only, to the extent that Borrower is entitled under the applicable Lease to receive (or Borrower otherwise receives) the same from the applicable Tenant, Borrower shall have delivered to Lender (x) lien waivers (which shall be conditional lien waivers (for payments to be made from the pending Future Advance or disbursement from the Unfunded Obligations Reserve Account, as applicable) and (y) unconditional lien waivers (for all payments from prior Future Advances or disbursement from the Unfunded Obligations Reserve Account, as applicable)) executed and delivered by the general contractor for all work for which a Future Advance or disbursement from the Unfunded Obligations Reserve Account, as applicable, in respect of Tenant Allowances has previously been made or for which the Future Advance in respect of Tenant Allowances in question is being requested. For the avoidance of doubt, no portion of any Future Advance shall be advanced to Borrower or disbursement from the Unfunded Obligations Reserve Account made, as applicable, for the purpose of paying any amount due to any general contractor that is the subject of a dispute or that has not provided a lien waiver (unless the payment in question is under $50,000) as required pursuant to this Section 1.5(b)(iii)(O)(4) .

(P) As a condition to the funding of Future Advances for Approved Leasing Costs and/or disbursements from the Unfunded Obligations Reserve Account for Unfunded Obligations, in each case, that involve Leasing Commissions, Lender shall have received reasonably satisfactory evidence that any Leasing Commissions that are then due to the brokers to whom lease commissions are payable with respect to the Lease in question have been paid in full (or will be paid in full from funds constituting a part of the requested Future Advance or disbursement from the Unfunded Obligations Reserve, as applicable).

Notwithstanding anything herein to the contrary, no conditions set forth in this Section 1.5 , other than conditions (A), (B) and (F) of this clause (iii) shall be applicable to any disbursements of Unfunded Obligations Reserve Funds on account of any Tenant Allowances converted to free rent in accordance with the terms of the applicable Executed Lease.

(iv) Lender shall have no obligation to make a Future Advance and/or disbursement from the Unfunded Obligations Reserve Account, and Borrower shall not be entitled to request or receive a Future Advance and/or disbursement from the Unfunded Obligations Reserve Account, in either case, at any time during which an

Event of Default or Default has occurred and is continuing. The making of any Future Advance and/or disbursement from the Unfunded Obligations Reserve Account by Lender at the time when an Event of Default or Default has occurred and is continuing, if ever, shall not be deemed a waiver or cure by Lender and/or Lender of that Default or Event of Default, nor shall Lender’s and/or Lender’s rights and remedies be prejudiced in any manner thereby.

(v) Each Lender’s obligations to perform in accordance with this Section 1.5 and to make any Future Advance and/or disbursement from the Unfunded Obligations Reserve Account in accordance with the terms and provisions of this Agreement are an independent contract made by Lender to Borrower separate and apart from any other obligation of Lender to Borrower under the other provisions of this Agreement and the Loan Documents. The obligations of Borrower under this Agreement and the Loan Documents shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender by reason of Lender’s failure to perform its obligations under this Section 1.5 . Borrower and Guarantor acknowledge and agree that the failure of Lender to perform its obligations hereunder shall not affect the obligations of Borrower hereunder to any Person or the obligations of Guarantor to perform its obligations under the Recourse Guaranty or the Environmental Indemnity, nor shall any other Person be liable for the failure of Lender to perform its obligations hereunder or under the other Loan Documents; provided , that in no event is Lender released from the obligations set forth in Section 9.33(a) .

For the avoidance of doubt, once Lender has advanced Future Advances up to the Maximum Future Advance Amount as provided in this Agreement, Lender shall have no obligation to fund, advance and/or disburse any additional money for the Property other than with respect to amounts in the Cash Management Account or other Reserve Accounts in accordance with the terms and conditions set forth in this Agreement. Nothing in this Agreement shall limit Borrower’s right to use additional Borrower equity to fund Capital Expenditures, Tenant Improvement costs, Tenant Allowances and/or Leasing Commissions for the Property in excess of the amount set forth in Section 1.5(a) hereof. Additionally, Borrower agrees that the obligations of Borrower under the Loan Documents shall not be reduced, discharged or released because of or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against any Lender that either does not have any obligation to make Future Advances or has made the Future Advances in accordance with the terms of this Agreement by reason of another Lender’s failure to fund any Future Advance under the terms of this Agreement; provided, nothing contained herein shall prohibit Borrower from pursuing its rights and remedies against any Lender that fails to make any Future Advance if all of the conditions precedent to making such Future Advance have been satisfied by Borrower. Notwithstanding anything to the contrary set forth herein, each Lender’s obligation to fund its ratable share of any Future Advances in accordance with this Section 1.5 shall be several and not joint.

Section 1.6 Interest and Principal .

(a) On each Payment Date, Borrower shall pay to Lender interest on the average Principal Indebtedness for the applicable Interest Accrual Period ending on the day

immediately prior to such Payment Date at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default) (the “ Interest Rate ”). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.6(e) , the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date).

(b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16 . The entire Principal Indebtedness, together with all interest thereon through the Maturity Date and all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.

(c) If all or any portion of the Principal Indebtedness is paid to Lender prior to the Spread Maintenance Date following acceleration of the Loan, Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of Spread Maintenance Premiums, with the result that Spread Maintenance Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment prior to the Spread Maintenance Date will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or other prepayment prior to the Spread Maintenance Date; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty. Notwithstanding the foregoing to the contrary, no Spread Maintenance Premium shall be payable by Borrower, so long as no Event of Default exists at the time of such prepayment and such prepayment is: (x) by reason of a Casualty or Condemnation as set forth in Section 5.16(f) , (y) following the date on which Borrower has satisfied all of the Future Advance conditions set forth in Section 1.5 with respect to one or more Future Advances and Lender fails to fund such Future Advance(s) in accordance with the terms of this Agreement or (z) made pursuant to the terms of Section 5.20(g) .

(d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date, when paid shall be accompanied by a late fee in an amount equal to the lesser of three percent (3.0%) of such unpaid sum and the maximum amount permitted by Legal Requirements, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.

(e) In the event that Lender shall determine that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section 1.6(e) , any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one (1) day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following written demand (which demand shall include reasonable detail and supporting documentation), any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs actually incurred by Lender in making any conversion in accordance with this Section 1.6(e) , including interest or fees payable by Lender to Lender of funds obtained by it in order to maintain a LIBOR Loan hereunder. In the event the Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(f) , upon any conversion of the Loan pursuant to this Section, the interest rates applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section 1.6(e) , the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.

Section 1.7 Method and Place of Payment . Except as otherwise specifically provided in this Agreement, all payments and prepayments under this Agreement and the Notes (including any deposit into the Cash Management Account pursuant to Section 3.2(c) ) shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America by wire transfer in federal or other immediately available funds to the account specified from time to time by Lender. Any funds received by Lender after such time shall be deemed to have been paid on the next succeeding Business Day. Lender shall notify Borrower in writing of any changes in the account to which payments are to be made. If the amount received from Borrower (or from the Cash Management Account pursuant to Section 3.2(b) ) is less than the sum of all amounts then due and payable hereunder, such amount shall be applied, at Lender’s sole discretion, either toward the components of the Indebtedness ( e.g. , interest, principal and other amounts payable hereunder) and the Notes and Note Components, in such sequence as Lender shall elect in its sole discretion, or toward the payment of Property expenses.

Section 1.8 Taxes; Regulatory Change .

(a) Except as otherwise required by applicable law, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payments by Borrower, then Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Indemnified Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Indemnified Tax is paid pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Indemnified Tax. Borrower shall indemnify Lender, for the full amount of any Indemnified Tax (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 1.8(a) ) payable or paid by Lender or required to be withheld or deducted from a payment to Lender and the reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by Lender shall be conclusive absent manifest error.

(b) (i) If Lender is entitled to an exemption from or reduction of an Indemnified Tax with respect to payments made under any Loan Document, Lender shall deliver to Borrower at the time or times reasonably requested by Borrower such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without payment of such Indemnified Taxes or at a reduced rate of payment of such Indemnified Taxes. In addition, Lender, if reasonably requested by Borrower shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 1.8(b)(ii)(A) , (ii)(B) . and (ii)(D) . below) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Lender.

(ii) Without limiting the generality of the foregoing,

(A) if Lender is a U.S. Person, Lender shall deliver to Borrower on or prior to the date on which Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed copies of Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) if Lender is not a U.S. Person, Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall

be requested by Borrower) on or prior to the date on which Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), whichever of the following is applicable:

(1) in the case Lender is claiming the benefits of an income tax treaty to which the United States of America is a party (x) with respect to payments of interest under any Loan Document, executed copies of Form W-8BEN or other applicable successor form establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, Form W-8BEN or other applicable successor form establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of Form W-8ECI;

(3) in the case Lender is claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of Form W-8BEN or other applicable successor form; or

(4) to the extent Lender is not the beneficial owner, executed copies of Form W-8IMY, accompanied by Form W-8ECI, Form W-8BEN or other applicable successor form, a U.S. Tax Compliance Certificate, Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if Lender is a partnership and one or more direct or indirect partners of Lender are claiming the portfolio interest exemption, Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

(C) if Lender is not a U.S. Person it shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by Borrower) on or prior to the date on which Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower to determine the withholding or deduction required to be made; and

(D) if a payment made to Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if Lender

were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Lender shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with its obligations under FATCA and to determine that Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause d., “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower in writing of its legal inability to do so.

(c) If any party determines, in its sole discretion exercised in good faith, that it has received a refund (including, for purposes of this Section 1.8(c) , a credit that a party applies against other Taxes) of any Taxes as to which it has been indemnified pursuant to Section 1.8(a) (including by the payment of additional amounts pursuant to Section 1.8(a ) ) , it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under Section 1.8(a) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 1.8(c) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 1.8(c) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 1.8(c) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 1.8(c) shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(d) If Lender requires Borrower to pay any Indemnified Taxes or additional amounts to Lender or any Governmental Authority for the account of Lender pursuant to Section 1.8(a) , then Lender shall (at the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 1.8(a) , in the future, and (b) would not subject Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to Lender. Borrower hereby agrees to pay

all reasonable costs and expenses incurred by Lender in connection with any such designation or assignment.

(e) If any Legal Requirement or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder (A) the obligation of Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (B) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the last day of the then current Interest Accrual Period or within such earlier period as required by law. Borrower hereby agrees to pay to Lender, within ten (10) Business Days following Borrower’s receipt of written demand therefor, any additional amounts necessary to compensate Lender for the reasonable costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to Lender of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. Lender’s notice of such costs, as certified to Borrower, shall be conclusive absent manifest error. Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued.

(f) In the event that any change in any Legal Requirement or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i) shall hereafter impose, modify or hold applicable any reserve, capital adequacy, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;

(iii) subject Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iv) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or

maintaining loans or extensions of credit or to reduce any amount receivable hereunder (other than due to Taxes);

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable as determined by Lender (collectively, “ Increased Costs ”). If Lender becomes entitled to claim any Increased Costs pursuant to this subsection, Lender shall provide Borrower with not less than thirty (30) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such Increased Costs. A certificate as to any Increased Costs payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything contained herein to the contrary, Borrower shall not be required to compensate Lender pursuant to this Section 1.8(f) for any Increased Costs actually paid by Lender more than one hundred eighty (180) days prior to the date that Lender notifies Borrower of the change in law giving rise to such Increased Costs and of Lender’s intention to claim compensation or reimbursement therefor; provided, however, that the foregoing shall not prohibit Lender from delivering such certificate to Borrower prior to Lender’s actual payment of such Increased Costs. Notwithstanding anything contained in this Section 1.8(f) to the contrary, Lender shall not be permitted to make a claim against Borrower under this Section 1.8(f) unless Lender is making similar claims against other borrowers of Lender to the extent such borrowers are similarly situated as Borrower after consideration of such factors as Lender then reasonably determines to be relevant. Notwithstanding anything to the contrary herein, no Increased Costs shall be payable to Lender to the extent such Lender’s Note has been included in a Secondary Market Transaction. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(g) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (A) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to Lender of funds obtained by it in order to maintain a LIBOR Loan hereunder, (B) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that is not a Payment Date, including, without limitation, such loss or expense arising from interest or fees payable by Lender to Lender of funds obtained by it in order to maintain the LIBOR Loan hereunder and (C) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Interest Rate from the LIBOR Rate to the Prime Rate plus the Prime Rate Spread with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate on a date other than the last day of an Interest Accrual Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to Lender of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (A), (B) and (C) are herein referred to collectively as the “ Breakage Costs ”); provided , however , Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

(h) Each party’s obligations under this Section 1.8 shall survive any assignment of rights by, or the replacement of, a Lender, the termination of the commitments and the repayment, satisfaction or discharge of all obligations under any Loan Agreement.

Section 1.9 Interest Rate Cap Agreements .

(a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Maximum Loan Amount. Any initial Interest Rate Cap Agreement shall have a strike rate equal to or less than the applicable Strike Rate.

(b) If Borrower exercises any of its options to extend the term of the Loan pursuant to Section 1.2 , on or prior to the commencement of the applicable Extension Term, Borrower shall obtain, and thereafter maintain in effect, an Interest Rate Cap Agreement having (x) a term coterminous with such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness plus any unfunded Future Advances, in each case, as of the first day of such Extension Term, and (z) a strike rate equal to or less than the applicable Strike Rate.

(c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Assignment of Interest Rate Cap Agreement).

(d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder.

(e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect is downgraded below (i) “A-” by S&P and/or (ii) “A3” by Moody’s, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in this Section 1.9 , as applicable, with a counterparty that is an Acceptable Counterparty.

(f) On the Closing Date, and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.9 , Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in form and substance reasonably satisfactory to Lender (provided, that any opinion or opinions delivered in connection with any replacement Interest Rate Cap Agreement shall be deemed satisfactory if in substantially the same form as the opinion or opinions delivered to Lender on the Closing Date).

Section 1.10 Release . Upon payment of the Indebtedness in full when permitted or required hereunder, Lender shall execute instruments prepared by Borrower and reasonably satisfactory to Lender, which, at Borrower’s election and at Borrower’s sole cost and expense: (a) release and discharge all Liens on all or a portion of the Collateral securing payment of the Indebtedness (subject to Borrower’s obligation to pay any associated fees and expenses), including all balances in the Collateral Accounts; or (b) assign such Liens (and the Loan Documents) to a new lender designated by Borrower. Any release or assignment provided by Lender pursuant to this Section 1.10 shall be without recourse, representation or warranty of any kind.

ARTICLE II

PREPAYMENT

Section 2.1 Voluntary Prepayment .

(a) Borrower shall have the right, at its option, upon thirty (30) days’ prior written notice to Lender, to prepay the Loan in whole or in part at any time, provided that if such prepayment is made prior to the Spread Maintenance Date, Borrower shall pay to Lender simultaneously with such prepayment the applicable Spread Maintenance Premium (except in the circumstances where such amount is not payable pursuant to either (i) the last sentence of Section 1.6(c) or (ii) Section 5.20(g) ). Each such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid, plus, if any such prepayment is not made on a Payment Date, the Breakage Costs. Following any such prepayment, Borrower may release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with one (1) Business Day prior written notice to Lender (subject to payment of any reasonable out-of-pocket costs and expenses resulting from such rescission and may, on written notice to Lender, adjourn the proposed prepayment date set forth therein from time to time; provided , that Borrower may not adjourn the proposed payment date set forth in a notice of prepayment more than three (3) times).

(b) If the Note has been bifurcated into multiple Note Components pursuant to Section 1.1(g) , so long as no Event of Default is then continuing, all prepayments of the Loan (other than a prepayment from Loss Proceeds) shall be applied to the Note Components pro rata. In connection with any prepayment of the Loan from Loss Proceeds, prepayment of the Loan shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on). During the continuance of an Event of Default, any prepayment of the Loan shall be applied in such order as Lender shall determine in its sole discretion.

Section 2.2 Mandatory Prepayment .

(a) If Lender is not obligated to make Loss Proceeds available to Borrower for restoration after a Casualty or Condemnation, on the next occurring Payment Date following the date on which (a) Lender actually receives any Loss Proceeds, and (b) Lender has determined that such Loss Proceeds shall be applied against the Indebtedness, Lender may, in its sole discretion, apply Loss Proceeds as a prepayment of, the Indebtedness in an amount equal to one hundred percent (100%) of such Loss Proceeds; and no Spread Maintenance Premium shall be due in connection with such prepayment so long as there is no Event of Default continuing on such Payment Date. Except during the continuance of an Event of Default, such Loss Proceeds shall be applied by Lender as follows in the following order of priority: First, to all amounts (other than principal and interest) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment); Second; accrued and unpaid interest at the Interest Rate; and Third, to principal.

ARTICLE III

ACCOUNTS

Section 3.1 Cash Management Account .

(a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain with the Clearing Account Bank a lockbox account into which all Revenues from the Property will be deposited (the “ Clearing Account ”). As a condition precedent to the closing of the Loan, Borrower shall cause the Clearing Account Bank to execute and deliver an agreement (as modified or replaced in accordance herewith, a “ Clearing Account Agreement ”) which provides, inter alia , that Borrower shall have no access to funds in the Clearing Account and that at the end of each Business Day the Clearing Account Bank will remit all amounts contained therein directly into an Eligible Account specified from time to time by Lender (the “ Cash Management Account ”). With regard to the Cash Management Account, Borrower shall open the Cash Management Account and enter into the Cash Management Agreement in accordance with the time frames set forth in the Post-Closing Agreement and thereafter shall maintain the Cash Management Account in accordance with the terms of this Agreement. Within five (5) Business Days following the Closing Date, Borrower shall deliver to each Tenant a written notice (a “ Tenant Notice ”) in the form of Exhibit III instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Clearing Account (and shall provide Lender with evidence that such Tenant Notices were delivered in accordance with the terms hereof), and (ii) such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or Approved Property Manager with respect to the Property (other than Tenant security deposits required to be held in escrow accounts) to be deposited in the Clearing Account or the Cash Management Account by the end of the first Business Day following Borrower’s, Approved Property Manager’s or Approved Parking Manager’s receipt thereof; provided , that, if the Approved Parking Manager shall not be an Affiliate of Borrower, Borrower shall cause all

Revenues to be remitted by Approved Parking Manager to Borrower pursuant to the terms of the Approved Parking Management Agreement (after deduction from such Revenues by Approved Parking Manager of its fees and expenses in accordance with the terms of the applicable Approved Parking Management Agreement) to be deposited into the Clearing Account within two (2) Business Days following the date that such Approved Parking Manager is required to disburse such Revenues to Borrower pursuant to the terms of the Approved Parking Management Agreement.

(b) Lender shall have the right at any time and from time to time in its sole discretion to change the Eligible Institution at which any one or more of the Collateral Accounts (other than the Clearing Account) is maintained (and in the case of any such change in respect of the Cash Management Account, Lender shall deliver not less than ten (10) Business Days prior written notice to Borrower and the Clearing Account Bank). In addition, during the continuance of an Event of Default, or if the Clearing Account Bank fails to comply with the Clearing Account Agreement or ceases to be an Eligible Institution, Lender shall have the right at any time, upon not less than thirty (30) days’ prior written notice to Borrower, to replace the Clearing Account Bank with any Eligible Institution at which Eligible Accounts may be maintained that will promptly execute and deliver to Lender a Clearing Account Agreement reasonably satisfactory to Lender.

(c) Borrower shall maintain at all times an Operating Account into which amounts may be deposited from time to time pursuant to Section 3.2(b) .

Section 3.2 Distributions from Cash Management Account .

(a) Lender shall transfer (or shall cause to be transferred) from the Cash Management Account to the Operating Account, at the end of each Business Day (or, at Borrower’s election, on a less frequent basis), the amount, if any, by which amounts then contained in the Cash Management Account exceed the aggregate amount required to be paid to, or reserved with, Lender on the next Payment Date pursuant hereto to make the payments set forth in Section 3.2(b) ; provided , however , that Lender shall immediately terminate such remittances upon the occurrence and during the continuance of an Event of Default or Cash Flow Sweep Period.

(b) On each Payment Date, provided no Event of Default is continuing (and, if and to the extent Lender so elects in its sole discretion, during the continuance of an Event of Default until the Loan has been accelerated), Lender shall transfer amounts from the Cash Management Account, to the extent available therein, to make the following payments in the following order of priority:

(i) to the Basic Carrying Costs Escrow Account, the amounts then required to be deposited therein pursuant to Section 3.4 ;

(ii) to Lender, the amount of all scheduled or delinquent interest and principal on the Loan and all other amounts then due and payable under the Loan Documents (with any amounts in respect of principal paid last);

(iii) during the continuance of a Cash Flow Sweep Period, to the Operating Account, an amount equal to the Budgeted Operating Expenses for the month in which such Payment Date occurs (excluding any amounts deposited into the Basic Carrying Costs Escrow Account in respect of Property Taxes and Insurance Premiums pursuant to clause (i) above); provided that the amounts disbursed to such account pursuant to this clause (iii) shall be used by Borrower solely to pay Budgeted Operating Expenses for such month or prior months (without duplication) (Borrower agreeing that, in the event that such Budgeted Operating Expenses exceed the actual operating expenses for such month, such excess amounts shall be remitted by Borrower to the Cash Management Account prior to the next succeeding Payment Date); and provided , further , that no amounts will be disbursed to Borrower in respect of the base management fees of Approved Property Manager to the extent such base management fees exceed the Maximum Management Fee;

(iv) during the continuance of a Cash Flow Sweep Period or, if Lender makes the election described in Section 3.2(b) above, Event of Default, all remaining amounts to the Cash Flow Sweep Reserve Account; and

(v) if no Cash Flow Sweep Period or Event of Default is continuing, all remaining amounts to the Operating Account.

(c) If, on any Payment Date, the amount in the Cash Management Account is insufficient to make all of the transfers described above (other than remittance of excess cash to the Cash Flow Sweep Reserve Account or the Operating Account), then Borrower shall remit to the Cash Management Account on such Payment Date the amount of such deficiency. If Borrower fails to remit such amount to the Cash Management Account on such Payment Date, the same shall constitute an Event of Default and, in addition to all other rights and remedies provided for under the Loan Documents, Lender may disburse and apply the amounts in the Collateral Accounts in accordance with Section 3.9(c) .

Section 3.3 Loss Proceeds Account .

(a) Upon the occurrence of a Casualty or Condemnation, Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of depositing any Loss Proceeds (the “ Loss Proceeds Account ”).

(b) Provided no Event of Default is continuing, funds in the Loss Proceeds account shall be applied in accordance with Section 5.16 .

Section 3.4 Basic Carrying Costs Escrow Account .

(a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of reserving amounts payable by Borrower in respect of Property Taxes and insurance premiums (the “ Basic Carrying Costs Escrow Account ”).

(b) Borrower shall deposit with Lender (i) on the Closing Date, an amount equal to $1,072,010.85 and (ii) on each Payment Date, an amount equal to one-twelfth of the

Property Taxes that Lender estimates will be payable during the next ensuing twelve (12) months as set forth on Schedule C , in order to accumulate sufficient funds to pay all such Property Taxes at least thirty (30) days prior to their respective due dates, which amounts shall be transferred into the Basic Carrying Costs Escrow Account. In addition, Borrower shall deposit with or on behalf of Lender (i) on the Closing Date, an amount equal to $0 and (ii) on each Payment Date, an amount equal to one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof, in order to accumulate sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies, which amounts shall be transferred into the Basic Carrying Costs Escrow Account. If at any time Lender determines that the amounts on deposit in the Basic Carrying Costs Escrow Account will not be sufficient to pay the Insurance Premiums and/or the Property Taxes when due, Lender shall notify Borrower of such determination and the monthly deposits for Property Taxes and Insurance Premiums shall be increased by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to expiration of the Policies and/or thirty (30) days prior to the respective due dates for the Property Taxes (as applicable); provided, that if Borrower receives notice of any deficiency after the date that is ten (10) days prior to the expiration of the Policies and/or the date that Property Taxes are due (as applicable), Borrower will deposit with or on behalf of Lender such amount within two (2) Business Days after its receipt of such notice.

(c) Notwithstanding anything to the contrary contained in Section 3.4(b) , in the event that an Acceptable Blanket Policy is in effect with respect to the Policies required pursuant to Section 5.15 , provided that an Event of Default has not occurred and is continuing, deposits into the Basic Carrying Costs Escrow Account required for Insurance Premiums pursuant to Section 3.4(b) above shall be suspended to the extent that Insurance Premiums relate to such Acceptable Blanket Policy.

(d) Borrower shall provide Lender with copies of all insurance bills in respect of Insurance Premiums for which Borrower is required to make deposits into the Basic Carrying Costs Escrow Account pursuant to the terms of this Section 3.4 , and Property Tax bills relating to the Property, promptly after Borrower’s receipt thereof. So long as no Cash Flow Sweep Period or Event of Default has occurred and is continuing on or prior to the date which is ten (10) Business Days prior to the date when due, Lender shall release funds on deposit in the Basic Carrying Cost Escrow Account to the Operating Account so that Borrower can pay all Property Taxes and Insurance Premiums required to be paid hereunder. In connection with the making of any payment from the Basic Carrying Costs Escrow Account, Lender may cause such payment to be made according to any bill, statement or estimate provided by Borrower or procured from the appropriate public office or insurance carrier, without inquiry into the accuracy of such bill, statement or estimate or into the validity of any Property Tax, assessment, sale, forfeiture, Property Tax lien or title or claim thereof unless given written advance notice by Borrower of such inaccuracy, invalidity or other contest.

Section 3.5 TI/LC Reserve Account .

individually or in the aggregate with respect to any Lease (collectively, the “ Material Termination Fees ”) (such Eligible Account, the “ TI/LC Reserve Account ”).

(b) Whenever a Lease is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives a Material Termination Fee, Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction of the terms and conditions set forth in Section 1.5(b)(iii) ) with respect to disbursements of Unfunded Obligations Reserve Funds, in respect of Approved Leasing Costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, entered into in accordance with the terms of this Agreement ( provided , that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination of the Latham Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Latham Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet and/or is the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; provided , that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Latham Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).

Section 3.6 Unfunded Obligations Reserve Account .

(a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of reserving amounts in respect of Unfunded Obligations (the “ Unfunded Obligations Reserve Account ”).

(b) On the Closing Date, there shall be deposited into the Unfunded Obligations Reserve Account an amount equal to $6,058,113.75 (the “ Unfunded Obligations Reserve Funds ”).

(c) Disbursements of Unfunded Obligations Reserve Funds from the Unfunded Obligations Reserve Account shall in all events be in accordance with the terms and conditions of Section 1.5 .

Section 3.7 Intentionally Blank .

Section 3.8 Cash Flow Sweep Reserve Account .

(a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the deposit of amounts required to be deposited therein in accordance with Section 3.2(b) (the “ Cash Flow Sweep Reserve Account ”).

(b) Provided that no Default or Event of Default is then continuing, Lender shall release to the Cash Management Account all amounts then contained in the Cash Flow Sweep Reserve Account on the first Payment Date after Borrower delivers to Lender evidence reasonably satisfactory to Lender establishing that no Cash Flow Sweep Period is then continuing. Such a release shall not preclude the subsequent commencement of a Cash Flow Sweep Period and the deposit of amounts into the Cash Flow Sweep Reserve Account as set forth in Section 3.2(b).

Section 3.9 Cash Collateral Account.

(a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of depositing with Lender any Termination Fees received by Borrower that are less than $1,000,000.00, individually or in the aggregate with respect to any Lease (collectively, the “ Immaterial Termination Fees ”) (such Eligible Account, the “ Cash Collateral Reserve Account ”).

(b) Whenever a Lease is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives an Immaterial Termination Fee, Borrower shall promptly cause such Immaterial Termination Fee to be deposited into the Cash Collateral Reserve Account. Provided no Event of Default is continuing, Lender shall disburse such Immaterial Termination Fee or applicable portion thereof to Borrower at the written request of Borrower in respect of (x) any Approved Leasing Costs in accordance with the same requirements as set forth in Section 1.5(b)(ii) (including satisfaction of the terms and conditions set forth in Section 1.5(b)(iii) ) with respect to disbursements of Unfunded Obligations Reserve Funds and (y) Operating Expenses and/or capital expenses incurred by Borrower in connection with the operation, ownership and/or maintenance of the Property subject to Lender’s receipt of invoices or other reasonable evidence that such Operating Expenses and/or capital expenses are due and payable, along with an Officer’s Certificate certifying that such disbursement of funds from the Cash Collateral Reserve Account will be used solely to pay the Operating Expenses and/or capital expenses reflected in such invoice or other evidence.

Section 3.10 Account Collateral .

(a) Borrower hereby pledges the Account Collateral to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time which are not Account Collateral. Borrower shall execute any additional documents that Lender in its

reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Accounts shall be invested only in Permitted Investments in accordance with the terms of the Cash Management Agreement, which Permitted Investments shall be credited to, and retained in, the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts, if any, shall be retained in the Collateral Accounts from which they were derived. All fees of the Cash Management Bank and the Clearing Account Bank shall be paid by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower.

(b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents.

Section 3.11 Bankruptcy . Borrower and Lender acknowledge and agree that upon the filing of a bankruptcy petition by or against Borrower under the Bankruptcy Code, the Account Collateral and the Revenues (whether then already in the Collateral Accounts, or then due or becoming due thereafter) shall be deemed not to be property of Borrower’s bankruptcy estate within the meaning of Section 541 of the Bankruptcy Code. If, however, a court of competent jurisdiction determines that, notwithstanding the foregoing characterization of the Account Collateral and the Revenues by Borrower and Lender, the Account Collateral and/or the Revenues do constitute property of Borrower’s bankruptcy estate, then Borrower and Lender further acknowledge and agree that all such Revenues, whether due and payable before or after the filing of the petition, are and shall be cash collateral of Lender. Borrower acknowledges that Lender does not consent to Borrower’s use of such cash collateral and that, in the event Lender elects (in its sole discretion) to give such consent, such consent shall only be effective if given in writing signed by Lender. Except as provided in the immediately preceding sentence, Borrower shall not have the right to use or apply or require the use or application of such cash collateral (i) unless Borrower shall have received a court order authorizing the use of the same, and (ii) Borrower shall have provided such adequate protection to Lender as shall be required by the bankruptcy court in accordance with the Bankruptcy Code.

ARTICLE IV

REPRESENTATIONS

Borrower represents to Lender that, except as set forth in the Exception Report:

Section 4.1 Organization .

(a) Borrower is duly organized, validly existing and in good standing under the laws of the State of Delaware, and is in good standing in each other jurisdiction where ownership of its properties or the conduct of its business requires it to be so, and Borrower has all power and authority under such laws and its organizational documents and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Borrower is a Single-Purpose Entity.

(b) The organizational chart contained in Exhibit I is true and correct as of the date hereof.

Section 4.2 Authorization . Borrower has the power and authority to enter into this Agreement and the other Loan Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by the Loan Documents and has by proper action duly authorized the execution and delivery of the Loan Documents.

Section 4.3 No Conflicts . Neither the execution and delivery of the Loan Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof will (i) violate or conflict with any provision of its formation and governance documents, (ii) violate any Legal Requirement, regulation (including Regulation U, Regulation X or Regulation T), order, writ, judgment, injunction, decree or permit applicable to it, (iii) violate or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, contract or other Material Agreement to which Borrower or any of its direct or indirect equityholders is a party or may be bound, or (iv) result in or require the creation of any Lien or other charge or encumbrance upon or with respect to the Collateral in favor of any Person other than Lender.

Section 4.4 Consents . No consent, approval, authorization or order of, or qualification with, any court or Governmental Authority is required in connection with the execution, delivery or performance by Borrower of this Agreement or the other Loan Documents, except for any of the foregoing that have already been obtained.

Section 4.5 Enforceable Obligations . This Agreement and the other Loan Documents to which Borrower is a party have been duly executed and delivered by Borrower and constitute Borrower’s legal, valid and binding obligations, enforceable against Borrower in accordance with their respective terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Loan Documents to which Guarantor is a party have been duly executed and delivered by Guarantor and constitute Guarantor’s legal, valid and binding obligations, enforceable against Guarantor in accordance with their respective terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Loan Documents are not subject to any right of rescission, offset, abatement, counterclaim or defense by Borrower or Guarantor, including the defense of usury or fraud.

Section 4.6 No Default . No Default or Event of Default will exist immediately following the making of the Loan.

Section 4.7 Payment of Taxes . Borrower has at all times been properly treated for U.S. federal income tax purposes as an entity disregarded as separate from its owner, in accordance with Treasury Regulation Section 301.7701-3(b)(1)(ii). Borrower and its beneficial owners shall not take any action inconsistent with such classification for U.S. federal income tax purposes. Borrower has filed, or caused to be filed, all material U.S. federal, state, local and non-U.S. Tax returns, reports and other Tax-related documents required to be filed by it and has paid all Taxes payable by it that have become due, other than those (i) not yet delinquent or (ii) that are being diligently contested in good faith by appropriate proceedings. Borrower has

established on its books such charges, accruals and reserves in respect of Property Taxes for all fiscal periods as are required by GAAP consistently applied. There is no proposed Property Tax assessment against the Property (or any portion thereof) or any basis for such assessment which is material and has not been disclosed to Lender. The Property is separately assessed from all other adjacent land for purposes of all applicable Property Taxes, and for all purposes may be dealt with as an independent parcel.

Section 4.8 Compliance with Law . Borrower, the Property and the use thereof comply in all material respects with all applicable Insurance Requirements and Legal Requirements, including building and zoning ordinances and codes. The Property conforms, in all material respects, to current zoning requirements (including requirements relating to parking) and is neither an illegal nor a legal nonconforming use except as specified in the Zoning Report. Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority the violation of which could materially and adversely affect the Property or the condition (financial or otherwise) or business of Borrower. There has not been committed by or on behalf of Borrower or, to Borrower’s knowledge, any other person in occupancy of or involved with the operation or use of the Property, any act or omission affording any federal Governmental Authority or any state or local Governmental Authority the right of forfeiture as against the Property or any portion thereof or any monies paid in performance of its obligations under any of the Loan Documents. Neither Borrower nor Guarantor has purchased any portion of the Property with proceeds of any illegal activity.

Section 4.9 ERISA . Neither Borrower nor any ERISA Affiliate of Borrower has incurred or could be subjected to any liability under Title IV or Section 302 of ERISA or Section 412 of the Code or maintains or contributes to, or is or has been required to maintain or contribute to, any employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV or Section 302 of ERISA or Section 412 of the Code. The consummation of the transactions contemplated by this Agreement will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under federal, state or local laws, rules or regulations.

Section 4.10 Investment Company Act . Borrower is not an “investment company”, or a company “controlled” by an “investment company”, registered or required to be registered under the Investment Company Act of 1940, as amended.

Section 4.11 No Bankruptcy Filing . Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property. Borrower does not have knowledge of any Person contemplating the filing of any such petition against it. No petition in bankruptcy has been filed against Borrower or Guarantor (or any of their respective Affiliates that own direct or indirect beneficial interests in the Property) and none of such Persons has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any of its Affiliates that own direct or indirect beneficial interests in the Property are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s assets or the Property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons. Borrower has not received written notice, nor

does Borrower have actual knowledge of, any Tenant under a Major Lease contemplating or having filed any of the foregoing actions.

Section 4.12 Other Debt . Borrower does not have outstanding any Debt other than Permitted Debt.

Section 4.13 Litigation . There are no actions, suits, proceedings, arbitrations or governmental investigations by or before any Governmental Authority or other court or agency now filed or otherwise pending or, to Borrower’s knowledge, threatened against or affecting Borrower, Guarantor or the Collateral, in each case, except as listed in the Exception Report (and none of the matters listed in the Exception Report, even if determined against Borrower or the Collateral, would reasonably be expected to have a Material Adverse Effect).

Section 4.14 Leases; Material Agreements and Property Agreements .

(a) Borrower has delivered to Lender true and complete copies of all Leases, including all modifications and amendments thereto. To Borrower’s knowledge, no person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases. The rent roll attached to this Agreement as Schedule G (the “ Rent Roll ”) is accurate and complete in all material respects as of the Closing Date. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits), no Tenant has any termination options (except in connection with a landlord default, Casualty or Condemnation, pursuant to applicable law, or as set forth in its Lease), no Tenant has any extension or renewal rights (except as set forth in its Lease), no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of the Property, no rent has been paid more than thirty (30) days in advance of its due date and no payments of rent are more than thirty (30) days delinquent. Except as may be disclosed in the estoppel certificates delivered to Lender by the Tenants in connection with the closing of the Loan, each of the following is true and correct with respect to each Lease:

(i) such Lease is valid and enforceable and is in full force and effect;

(ii) Borrower is the sole owner of the entire lessor’s interest in such Lease;

(iii) such Lease is an arm’s-length agreement with a bona fide, independent third party;

(iv) none of the rents payable pursuant to such Lease have been assigned or otherwise pledged or hypothecated by Borrower (except such pledge or hypothecation that will be fully terminated and released in connection with the filing and recordation of the Mortgage and except for the Liens contemplated pursuant to the Loan Documents);

(v) neither Borrower nor, to Borrower’s knowledge, any other party under such Lease is in default thereunder in any material respect;

(vi) to Borrower’s knowledge, there exist no offsets or defenses to the payment of any portion of the rents thereunder; and

(vii) except for the Unfunded Obligations set forth on Schedule D attached hereto, all work to be performed by the landlord under such Lease with respect to the current Lease term has been substantially performed, all Tenants have accepted possession of their respective premises under such Lease, all contributions to be made by the landlord to the Tenants thereunder have been made, all other conditions to each Tenant’s obligations thereunder have been satisfied, no Tenant has the right to require Borrower to perform or finance Tenant Improvements or Material Alterations and there are no Leasing Commissions due and payable in connection with the leasing of space at the Property, and Borrower has no other monetary obligation to any Tenant under such Lease.

(b) There are no Material Agreements except as described in Schedule H . Borrower has made available to Lender true and complete copies of all Material Agreements. To Borrower’s knowledge, each Material Agreement is in full force and effect. There are no defaults under any Material Agreements by Borrower or, to Borrower’s knowledge, any other party thereto. Borrower is not in default beyond applicable notice and/or cure periods in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Material Agreement, Property Agreement and/or Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or the Property is bound.

(c) Borrower has made available to Lender true and complete copies of the Property Agreements. Each Property Agreement is in full force and effect and there are no defaults thereunder by Borrower or, to Borrower’s knowledge, any other party thereto. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Property Agreement.

Section 4.15 Full and Accurate Disclosure . To Borrower’s knowledge, no statement of fact made by Borrower or Guarantor in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading in any material respect. To Borrower’s knowledge, there is no material fact presently known to Borrower related to Borrower, Guarantor or the Property which is reasonably expected to have a Material Adverse Effect.

Section 4.16 Financial Condition . Borrower has heretofore delivered to Lender financial statements and operating statements with respect to the Property for the past three calendar years, and trailing twelve-month operating statements. Such statements, taken as a whole, are accurate and complete in all material respects and fairly present in accordance with GAAP the financial position of Borrower in all material respects as of their respective dates and do not omit to state any fact necessary to make statements contained herein or therein not misleading. Since the delivery of such data, except as otherwise disclosed in writing to Lender, there have occurred no changes or circumstances that have had or are reasonably expected to result in a Material Adverse Effect.

Section 4.17 Single-Purpose Requirements .

(a) Borrower is now, and has always been since its formation, a Single-Purpose Entity and has conducted its business in substantial compliance with the provisions of its organizational documents. Borrower has never (i) owned any property other than the Property and related personal property, (ii) engaged in any business, except the ownership and operation of the Property or (iii) had any material contingent or actual obligations or liabilities unrelated to the Property.

(b) Borrower has provided Lender with true, correct and complete copies of (i) Borrower’s current financial statements, and (ii) Borrower’s current operating agreement or partnership agreement, as applicable, together with all amendments and modifications thereto.

(c) On or prior to the Closing Date, Borrower shall have been fully released from any loan (other than the Loan) secured by the Property or any of the Collateral (a “ Prior Loan ”), and Borrower shall not have any continuing liability, actual or contingent, for any Prior Loan (except for customary continuing indemnity obligations in respect of which no claims have been made or are reasonably expected to be made), and no recourse whatsoever against any portion of the Property shall be available to satisfy any Prior Loan under any circumstances.

(d) In addition to the foregoing, Borrower hereby represents, warrants and agrees that (being hereinafter referred to as the “ Backward-Looking Special Purpose Entity Representations and Warranties ”) prior to the Closing Date:

(i) Borrower has never had any judgments or liens of any nature against it except for tax liens not yet delinquent and Permitted Encumbrances or except for liens in connection with Debt or other matters incurred prior to the Closing Date that have heretofore been released, discharged or satisfied in full.

(ii) Borrower has always been in material compliance with all laws, regulations, and orders applicable to it and has always had, all material permits necessary for it to operate its business as presently conducted.

(iii) Borrower is not aware of any pending or threatened litigation, nor has ever been a party to any material lawsuit, arbitration, summons, or other material legal proceeding, which has not been settled or which is being defended by an insurer, except as set forth on Schedule E attached hereto.

(iv) Borrower has never been, except as set forth on Schedule E attached hereto, nor is involved in, any tax dispute with any Governmental Authority.

(v) To Borrower’s knowledge, the latest set of each such financial statements delivered to Lender fairly and accurately reflects the current financial condition of the subject of such statement, as of the date of such statement, in all material respects.

(vi) Single-Purpose Equityholder has never owned any property or assets other than the interests in Borrower, the Property and the proceeds thereof.

(vii) Borrower has no material contingent or actual obligations unrelated to the Property and Single-Purpose Equityholder has no material contingent or actual obligations.

Section 4.18 Use of Loan Proceeds . No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System or for any other purpose that would be inconsistent with such Regulations T, U or X or any other Regulations of such Board of Governors, or for any purpose prohibited by Legal Requirements or by the terms and conditions of the Loan Documents. The Loan is solely for the business purpose of Borrower or for distribution to Borrower’s equityholders in accordance with Legal Requirements and no portion thereof shall be used for personal, consumer, household or similar purposes.

Section 4.19 Not Foreign Person . Borrower (or if Borrower is treated for U.S. federal income tax purposes as an entity disregarded as separate from its owner, in accordance with Treasury Regulation Section 301.7701-3(b)(1)(ii), Borrower’s tax owner for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Section 4.20 Labor Matters . Borrower has no employees and is not a party to any collective bargaining agreements.

Section 4.21 Title . Borrower owns good, marketable and insurable title to the Property and good and marketable title to the related personal property, to the Collateral Accounts and to any other Collateral, in each case free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, perfected first priority Lien on the Property and the rents therefrom, enforceable as such against creditors of and purchasers from Borrower and subject only to Permitted Encumbrances, and (ii) perfected Liens (pursuant to the Uniform Commercial Code of the State of New York) in and to all personalty to the extent such Lien can be perfected by the filing of a Uniform Commercial Code financing statement, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. None of the Permitted Encumbrances has had, or could reasonably be expected to have, a Material Adverse Effect. Except as insured over by a Title Insurance Policy, to Borrower’s knowledge, there are no claims for payment for work, labor or materials affecting the Property that are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. No creditor of Borrower other than Lender has in its possession any goods that constitute or evidence the Collateral.

Section 4.22 No Encroachments . Except as shown on the Survey, all of the improvements on the Property lie wholly within the boundaries and building restriction lines of the Property, and no improvements on adjoining property encroach upon the Property, and no easements or other encumbrances upon the Property encroach upon any of the improvements (other than the Property Agreements or easements or other encumbrances that are of record and identified in the Title Insurance Policy but are blanket in nature and cannot be plotted), so as, in either case, to adversely affect the value, use or marketability of the Property, except those that are insured against by a Title Insurance Policy.

Section 4.23 Physical Condition .

(a) To Borrower’s knowledge, except for matters set forth in the Engineering Report or as would not reasonably be expected to have a Material Adverse Effect, the Property and all building systems (including sidewalks, parking lots and parking decks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system and all structural components) are free of all material damage or structural defect (including, to Borrower’s knowledge, any latent damage or defect) and are in good condition, order and repair in all respects material to the Property’s use, operation and value.

(b) Borrower has not received and is not aware of any other Person’s receipt of notice from any insurance company or bonding company of any defects or inadequacies in the Property that would, alone or in the aggregate, adversely affect in any material respect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

Section 4.24 Fraudulent Conveyance . Borrower has not entered into the Transaction or any of the Loan Documents with the actual intent to hinder, delay or defraud any creditor. Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents. On the Closing Date, the fair salable value of Borrower’s aggregate assets is and will, immediately following the making of the Loan and the use and disbursement of the proceeds thereof, be greater than Borrower’s probable aggregate liabilities (including subordinated, unliquidated, disputed and Contingent Obligations). Borrower’s aggregate assets do not and, immediately following the making of the Loan and the use and disbursement of the proceeds thereof will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including Contingent Obligations and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Section 4.25 Property Management; Parking Management Agreement . Except for any Approved Management Agreement, no property management agreements are in effect with respect to the Property. The Approved Management Agreement is in full force and effect and there is no event of default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder. Except for any Approved Parking Management Agreement, no parking management agreements are in effect with respect to the Property. The Approved Parking Management Agreement is in full force and effect and there is no event of default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

Section 4.26 Condemnation . No Condemnation has been commenced or, to Borrower’s knowledge, is contemplated or threatened with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property.

Section 4.27 Utilities and Public Access . Except as disclosed on the Survey or as set forth in the Title Policy, the Property has adequate rights of access to dedicated public ways (and makes no material use of any means of access or egress that is not pursuant to such dedicated public ways or recorded, irrevocable rights-of-way or easements) and is adequately served by all public utilities, including water and sewer (or well and septic), necessary to the continued use and enjoyment of the Property as presently used and enjoyed.

Section 4.28 Environmental Matters . Except as disclosed in the Environmental Reports:

(a) To Borrower’s knowledge, no Hazardous Substances are located at, on, in or under the Property or have been handled, manufactured, generated, stored, processed, or disposed of at, on, in or under, or have been Released from, the Property. Without limiting the foregoing, there is not present at, on, in or under the Property, any PCB-containing equipment, asbestos or asbestos containing materials, underground storage tanks or surface impoundments for any Hazardous Substance, lead in drinking water (except in concentrations that comply with all Environmental Laws), or lead-based paint. To Borrower’s knowledge, there is no threat of any Release of any Hazardous Substance migrating to the Property.

(b) The Property is in compliance in all material respects with all Environmental Laws applicable to the Property (which compliance includes, but is not limited to, the possession of, and compliance with, all environmental permits, approvals, licenses, registrations and other governmental authorizations required in connection with the ownership and operation of the Property under all Environmental Laws). No Environmental Claim is pending with respect to the Property, nor, to Borrower’s knowledge, is any threatened in writing, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to Borrower or the Property.

(c) No Liens are presently recorded with the appropriate land records under or pursuant to any Environmental Law with respect to the Property and, to Borrower’s knowledge, no Governmental Authority has been taking any action to subject the Property to Liens under any Environmental Law.

(d) There have been no material environmental investigations, studies, audits, reviews or other analyses conducted by, or that are in the possession of, Borrower in relation to the Property that have not been made available to Lender.

(e) The Property has not been designated as a “hazardous waste property” or a “border zone property” under the provisions of California Health and Safety Code, Sections 25220 et seq. (collectively, a “ Border Zone Property ”), and there has been no occurrence or conditions on or at the Property or any real property adjoining or in the vicinity of the Property that could cause the Property or any party thereof to be designated as a Border Zone Property.

Section 4.29 Assessments . To Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor, to Borrower’s knowledge, are there any contemplated improvements to the

Property that may result in such special or other assessments. No extension of time for assessment or payment by Borrower of any federal, state or local tax is in effect.

Section 4.30 No Joint Assessment . Borrower has not suffered, permitted or initiated the joint assessment of the Property (i) with any other real property constituting a separate tax lot, or (ii) with any personal property, or any other procedure whereby the Lien of any Property Taxes that may be levied against such other real property or personal property shall be assessed or levied or charged to the Property as a single Lien.

Section 4.31 Separate Lots . No portion of the Property is part of a tax lot that also includes any real property that is not Collateral.

Section 4.32 Permits; Certificate of Occupancy . Borrower has obtained all Permits necessary for the present and contemplated use and operation of the Property unless such failure to obtain is not reasonably expected to result in a Material Adverse Effect. The uses being made of the Property are in conformity in all material respects with the certificate of occupancy and/or Permits for the Property and any other restrictions, covenants or conditions affecting the Property.

Section 4.33 Flood Zone . None of the improvements on the Property is located in an area identified by the Federal Emergency Management Agency or the Federal Insurance Administration as a “100 year flood plain” or as having special flood hazards (including Zones A and V), or, to the extent that any portion of the Property is located in such an area, the Property is covered by flood insurance meeting the requirements set forth in Section 5.15(a)(ii) .

Section 4.34 Security Deposits . Borrower is in compliance in all material respects with all applicable Legal Requirements relating to Tenant security deposits.

Section 4.35 Parking . As of the date hereof, all revenues attributable to transient parking at the 355 Garage, following payment by Approved Parking Manager of those fees and expenses expressly authorized to be paid to or paid by Approved Parking Manager pursuant to the terms of the Approved Parking Management Agreement, are distributed between Borrower and North Tower Owner, and certain operating expenses attributable to the 333 Garage, the 355 Garage and the 235 Garage are allocated between Borrower and North Tower Owner, as follows: 44% of such amounts are paid by Borrower and 56% of such amounts are paid by North Tower Owner. As of the date hereof, North Tower Owner is not entitled to any of the revenues attributable to the 235 Garage and, except as set forth in any documents or agreements set forth in clause (ii) of the definition of “Permitted Encumbrances”, has no rights to sell, lease and/or occupy any parking spaces within the 235 Garage and has been paying 56% of the operating expenses attributable to the 235 Garage.

Section 4.36 Insurance . Borrower has obtained insurance policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. All premiums on such insurance policies required to be paid as of the Closing Date have been paid for the current policy period or will be paid as of the Closing Date. Neither Borrower nor, to Borrower’s knowledge, any other Person, has done, by act or omission, anything that would impair the coverage of any such policy.

Section 4.37 Atrium Cost Sharing . Borrower currently pays 44% of Atrium common area operating expenses, and Borrower’s payment of such share of Atrium common area operating expenses is reflected as an expense of Borrower in the financial statements delivered by Borrower to Lender with respect to calendar year 2015 and monthly (YTD) through September 2016.

Section 4.38 Estoppel Certificates . Borrower has requested estoppel certificates from each Tenant and each counterparty to the Property Agreements on the form heretofore agreed by Lender and has delivered to Lender true and complete copies of each estoppel certificate received back from any Tenant and any such Property Agreement counterparty prior to the Closing Date.

Section 4.39 Federal Trade Embargos . Guarantor and Borrower are each in compliance with all Federal Trade Embargos in all material respects. No Embargoed Person owns any direct or indirect equity interest in Borrower. To Borrower’s knowledge, no Tenant at the Property is identified on any Government List. Borrower has implemented procedures, and will consistently apply those procedures throughout the term of the Loan, to ensure that the foregoing representations and warranties remain true and correct during the term of the Loan. The representations contained in this Section 4.39 shall not be deemed to apply to direct or indirect owners of shares of common stock or other equity interests in any indirect owner of Borrower whose shares or other equity interests are listed on a publicly traded exchange and whose owner acquired such shares or other equity interests through such exchange.

Section 4.40 Brokerage Agreements . No separate brokerage agreements to which Borrower or any agent on behalf of Borrower are a party, are in effect with respect to the Property except for the Approved Brokerage Agreement. From and after the date of Borrower’s execution and delivery of an Approved Brokerage Agreement (other than the Initial Approved Management Agreement), the Approved Brokerage Agreement is in full force and effect, there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

Section 4.41 Parking Management . Except for any Approved Parking Management Agreement, no parking management agreements are in effect with respect to the Property (including the 355 Garage and the 235 Garage). The Approved Parking Management Agreement is in full force and effect and there is no event of default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

Section 4.42 Survival . All of the representations of Borrower set forth in this Agreement and in the other Loan Documents shall survive for so long as any portion of the Indebtedness is outstanding. All representations, covenants and agreements made by Borrower in this Agreement or in the other Loan Documents shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

ARTICLE V

AFFIRMATIVE COVENANTS

Section 5.1 Existence; Licenses . Borrower shall do or cause to be done all things necessary to remain in existence. Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect all rights, licenses, Permits, franchises, certificates of occupancy, consents, approvals and other agreements necessary for the continued use and operation of the Property (except to the extent the failure to comply with the foregoing would not reasonably be expected to result in a Material Adverse Effect). Borrower shall deliver to Lender a copy of each amendment or other modification to any of its organizational documents promptly after the execution thereof.

Section 5.2 Maintenance of Property .

(a) Borrower shall cause the Property to be maintained in good and safe working order and repair, reasonable wear and tear excepted and Borrower shall not use, maintain or operate the Property in any manner that constitutes a public or private nuisance or that makes void, voidable, or cancelable, or materially increases the premium of, any insurance then in force with respect thereto. Subject to Section 6.13 , no improvements or equipment owned or leased by Borrower and located at or on the Property shall be removed, demolished or materially altered without the prior written consent of Lender (except for replacement of equipment in the ordinary course of Borrower’s business with items of the same utility and of equal or greater value and sales or disposal of worn out or obsolete equipment no longer needed for the operation of the Property). Borrower shall not make any change in the use of the Property that would materially increase the risk of fire or other hazard arising out of the operation of the Property, or do or permit to be done thereon anything that may in any way impair the value of the Property in any material respect or the Lien of the Mortgage or otherwise cause or reasonably be expected to result in a Material Adverse Effect. Borrower shall not install or permit to be installed on the Property any underground storage tank. Borrower shall not, without the prior written consent of Lender, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Property, regardless of the depth thereof or the method of mining or extraction thereof.

(b) Borrower shall remediate the Deferred Maintenance Conditions within the time periods following the Closing Date as specified in Schedule I hereto (subject, in each case, to Force Majeure), and upon written request from Lender after the expiration of such period and remediation thereof shall deliver to Lender an Officer’s Certificate confirming that such remediation has been completed and that all associated expenses have been paid.

Section 5.3 Compliance with Legal Requirements . Borrower shall comply with, and shall cause the Property to comply with and be operated, maintained, repaired and improved in compliance with, all applicable Legal Requirements, Insurance Requirements and all material contractual obligations by which Borrower is legally bound, unless such failure to comply is not reasonably expected to result in a Material Adverse Effect.

Section 5.4 Impositions and Other Claims . Borrower shall pay and discharge all Property Taxes as and when such Property Taxes are due and payable, as well as all lawful claims for labor, materials and supplies or otherwise, in each case other than if contested in the manner set forth in the definition of Permitted Encumbrances. Borrower shall file all Property Tax returns and other reports that it is required by law to file. If any law or regulation applicable to Lender, any Note, any of the Collateral or the Mortgage is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect the Mortgage, the Indebtedness, Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. Following any such demand, Borrower shall have the right, upon thirty (30) days advance written notice to Lender, to repay the Indebtedness in full (but not in part) without the payment of any prepayment premium or prepayment fee. In addition, if in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by Legal Requirements, Lender may elect to declare all of the Indebtedness to be due and payable ninety (90) days from the giving of written notice by Lender to Borrower.

Section 5.5 Access to Property . Subject to the rights of Tenants pursuant to applicable Leases and at Lender’s sole cost and expense (except as otherwise set forth below), Borrower shall permit agents, representatives and employees of Lender and the Servicer to enter and inspect the Property or any portion thereof, and/or inspect, examine, audit and copy the books and records of Borrower (including all recorded data of any kind or nature, regardless of the medium of recording), at such reasonable times as may be requested by Lender upon reasonable advance notice. If Lender shall determine that an Event of Default exists and send written notice thereof to Borrower, the cost of such inspections, examinations, copying or audits shall be borne by Borrower, including the cost of all follow up or additional investigations, audits or inquiries deemed reasonably necessary by Lender. The cost of such inspections, examinations, audits and copying, if not paid for by Borrower within ten (10) Business Days after written demand therefor, may be added to the Indebtedness and shall bear interest thereafter until paid at the Default Rate.

Section 5.6 Cooperate in Legal Proceedings . Except with respect to any claim by Borrower against Lender, Borrower shall cooperate fully with Lender with respect to any proceedings before any Governmental Authority which may in any way adversely affect the rights of Lender hereunder or under any of the Loan Documents and, in connection therewith, Lender may, at its election, participate or designate a representative to participate in any such proceedings.

Section 5.7 Leases .

(a) Borrower shall furnish Lender with executed copies of all Leases that are not Major Leases upon written request of Lender in connection with its quarterly reporting

hereunder. All new Leases and renewals or amendments of Leases must (i) be entered into on an arms-length basis with Tenants that are not Affiliates of Borrower and/or Guarantor and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as a whole, are at least reasonably equivalent to then-existing market rates, based on the applicable market or otherwise taking into account the nature of the applicable Tenant, and otherwise contain terms and conditions that are commercially reasonable, (iii) have an initial term of not less than five (5) years, (iv) not reasonably be expected to result in a Material Adverse Effect, (v) be subject and subordinate to the Mortgage and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the Property by any purchaser at a foreclosure sale, subject to customary non-disturbance protections for a Tenant that is not otherwise in default under the Lease at the time of attornment. Lender, at the request of Borrower (and at Borrower’s sole cost and expense), shall enter into a subordination, attornment and non-disturbance agreement on the form attached to any Lease (only if Lender shall have approved such Lease) or if there is no such form, then on the form attached hereto as Exhibit II (with such modifications thereto as may be reasonably acceptable to Borrower and Lender) or on such other form reasonably satisfactory to Lender, with respect to any Lease entered into after the Closing Date that expressly requires the delivery of a subordination, attornment and non-disturbance agreement, (vi) intentionally blank, (vii) intentionally blank and (viii) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except for (A) a termination right in the event of the destruction or condemnation of all or a material portion of the premises demised under such Lease (or which renders the premises demised under such Lease inaccessible or unusable for its intended purposes) or (B) a termination right in the event of landlord’s default under such Lease, or (C) a termination right entered into in the ordinary course of business, that, individually and in the aggregate with all other termination rights contained in Leases at the Property, could not be reasonably expected to result in a Material Adverse Effect), any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents.

(b) Any Lease that does not conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all new Leases that are Major Leases, and all terminations, renewals and amendments of Major Leases, and any surrender of rights under any Major Lease, shall be subject to the prior written consent of Lender (other than settlements of payment disputes either related to CAM reconciliations or involving an amount in controversy of less than $100,000 and Lease terminations with Tenants who have defaulted or are in bankruptcy), which consent shall not be unreasonably withheld, conditioned or delayed.

(c) Borrower shall (i) in commercially reasonable manner observe and punctually perform all the material obligations imposed upon the lessor under the Leases, including satisfaction of all Unfunded Obligations; (ii) use commercially reasonable efforts to enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the respective Tenant; (iii) not collect any of the rents thereunder more than one (1) month in advance (but, for the avoidance of doubt, excluding security deposits with Borrower or Termination Fees received

by Borrower, in each case, in accordance with the terms of this Agreement); (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignment of rents and leases under the Mortgage and under the Assignment of Leases; and (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender. Borrower shall deliver to each new Tenant a Tenant Notice upon execution of such Tenant’s Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof (or shall incorporate the Tenant Notice information into such Tenant’s Lease).

(d) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower), which approval shall not be unreasonably withheld; provided , that Lender’s consent shall not be required in connection with the assignment or sublease of a Major Lease if (i) no Event of Default is continuing, (ii) the assignment or sublease is effectuated in accordance with the terms of such Major Lease, (iii) pursuant to the terms of such Major Lease, Borrower is required to be reasonable or exercise reasonable discretion in considering the approval of such assignment or sublease, (iv) not later than ten (10) Business Days after the effective date of any assignment Borrower delivers to Lender written notice describing in reasonable detail such assignment of such Major Lease, which notice shall include a reasoned statement of Borrower’s conclusion that Borrower’s approval or consent to such assignment was reasonable, (v) the assigning or subletting Tenant continues to remain liable for all obligations and liabilities under such Major Lease following such assignment or sublease and (vi) there is no other amendment or modification to such Major Lease which would otherwise require Lender’s approval under this Section 5.7 . In addition to the foregoing, in connection with any sublease of any Major Lease which demises over 17,500 rentable square feet to the sub-tenant, Borrower shall use commercially reasonable efforts to notify Lender of such sublease within ten (10) Business Days after the effective date of such sublease.

(e) Security deposits of Tenants under all Leases shall be held in compliance with all applicable Legal Requirements and any provisions in Leases relating thereto. Such security deposits may be commingled with other accounts of Borrower if and to the extent permitted by applicable Legal Requirements; provided , that Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to applicable Legal Requirements and the terms of any applicable Lease, any proceeds received by Borrower pursuant to any bond or other instrument held by Borrower in lieu of cash security shall be deposited by Borrower (or caused to be deposited) into the Clearing Account within one (1) Business Day of Borrower’s receipt thereof. To the extent that any security deposits are held in the form of a letter of credit, such letter of credit shall be freely transferable without the payment of any fees, other than a transfer fee, which shall be payable by the Tenant providing the letter of credit under its Lease or by Borrower. Borrower hereby pledges to Lender each such bond or other instrument as security for the Indebtedness. Upon the occurrence and during the continuance of an Event of Default, Borrower shall, upon Lender’s written request, subject to applicable Legal Requirements, deposit with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposit of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable

Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 9.19(b) ).

(f) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower is in material default under such Lease.

(g) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Borrower shall be permitted to amend, modify, cancel, terminate or accept surrender of, or otherwise take any other commercially reasonable action that is permitted under applicable Legal Requirements and the terms of the applicable Lease, with respect to, any Lease that is not a Major Lease, and may take commercially reasonable actions with respect to the termination of either of the Winston Lease and/or the Munger Lease, in each case, without the prior written consent of Lender.

(h) Notwithstanding anything to the contrary contained in this Section 5.7 , provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 5.7 , Lender’s consent shall be deemed given if:

(i) the first correspondence from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO MAGUIRE PROPERTIES-355 S. GRAND, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same has been delivered; and

(ii) if Lender fails to respond or to deny such request for approval in writing within such ten (10) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO MAGUIRE PROPERTIES-355 S. GRANT, LLC. FAILURE TO APPROVE OR DENY THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED” and Lender fails to either approve or deny such request for approval or consent within such second five (5) Business Day period

Section 5.8 Plan Assets, etc. Borrower will do, or cause to be done, all things necessary to ensure that it will not be deemed to hold Plan Assets at any time.

Section 5.9 Further Assurances . Borrower shall, at Borrower’s sole cost and expense, from time to time as reasonably requested by Lender, execute, acknowledge, record, register, file

and/or deliver to Lender such other instruments, agreements, certificates and documents (including amended or replacement mortgages), and Borrower hereby authorizes and consents to the filing by Lender of any Uniform Commercial Code financing statements and authorizes Lender to use the collateral description “all personal property” or “all assets” in any such financing statement, in each case as Lender may reasonably request to evidence, confirm, perfect and maintain the Liens securing or intended to secure the obligations of Borrower and the rights of Lender under the Loan Documents and do and execute all such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents as Lender shall reasonably request from time to time. Upon foreclosure, the appointment of a receiver or any other relevant action, Borrower shall, at its sole cost and expense, cooperate to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Collateral. Upon receipt of an affidavit of Lender as to the loss, theft, destruction or mutilation of any Note, Borrower will issue, in lieu thereof, a replacement Note in the same principal amount thereof and in the form thereof. Borrower hereby authorizes and appoints Lender as its attorney-in-fact to, during the continuance of an Event of Default, execute, acknowledge, record, register and/or file such instruments, agreements, certificates and documents, and to do and execute such acts, conveyances and assurances, should Borrower fail to do so itself in violation of this Agreement or the other Loan Documents within ten (10) Business Days following written request from Lender, in each case without the signature of Borrower. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term of this Agreement. Borrower hereby ratifies all actions that such attorney shall lawfully take or cause to be taken in accordance with this Section.

Section 5.10 Management of Collateral .

(a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed the Maximum Management Fee.

(b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities.

(c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of

Management Agreement, to cure defaults of Borrower under the Approved Management Agreement. Any reasonable out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower promptly following written demand by Lender.

(d) In the event that (i) an Event of Default shall be continuing and the Loan has been accelerated, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have occurred, (iii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) a trustee or receiver is appointed for the Approved Property Manager’s assets or the Approved Property Manager makes an assignment for the benefit of creditors, or (vi) the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a) .

Section 5.11 Notice of Material Event . Borrower shall give Lender prompt notice (containing reasonable detail) upon Borrower’s receipt of written notice of (i) any litigation or governmental proceedings pending or threatened in writing against Borrower or the Property that is reasonably expected to result in a Material Adverse Effect, and (ii) the insolvency or bankruptcy filing of Borrower, Guarantor or an Affiliate of any of the foregoing.

Section 5.12 Annual Financial Statements . Within eighty-five (85) days after the close of each Fiscal Year, Borrower shall furnish to Lender, in substantially the same format as provided by Borrower to Lender in connection with the origination of the Loan, annual unaudited financial statements of Borrower, and shall include a balance sheet and operating statement of Borrower as of the end of such year, together with related statements of operations and equityholders’ capital and cash flow for such Fiscal Year, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true, correct and complete and were prepared in accordance with GAAP applied on a consistent basis. Together with Borrower’s annual unaudited financial statements, Borrower shall furnish to Lender, in substantially the same format as provided by Borrower to Lender in connection with the origination of the Loan, and shall include a statement of cash flows; then current rent roll, and occupancy reports; and such other information as Lender shall reasonably request.

Section 5.13 Quarterly Financial Statements . Within sixty (60) days after the end of each Fiscal Quarter (including year-end), Borrower shall furnish to Lender, in substantially the same format as provided by Borrower to Lender in connection with the origination of the Loan, and shall include quarterly and year-to-date unaudited financial statements, prepared for such Fiscal Quarter with respect to Borrower, including a balance sheet and operating statement of

Borrower as of the end of such Fiscal Quarter, together with related statements of operations, equityholders’ capital and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ending with such Fiscal Quarter, setting forth in comparative form the corresponding figures for the same period for the preceding Fiscal Year, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true, correct and complete and were prepared in accordance with GAAP applied on a consistent basis, subject to changes resulting from audit and normal year-end audit adjustments. Each such quarterly report shall be accompanied by the following, in substantially the same format as provided by Borrower to Lender in connection with the origination of the Loan:

(i) a statement in reasonable detail that calculates In-Place NOI for each of the Fiscal Quarters in the Test Period ending in such Fiscal Quarter, in the case of each such Fiscal Quarter, ending at the end thereof;

(ii) then current rent roll, Tenant sales reports and occupancy reports;

(iii) notice of material changes in the Property, as reasonably determined by Borrower (including, without limitation, the termination of a Major Lease); and

(iv) if requested by Lender pursuant to Section 5.7(a) , copies of all Leases that are not Major Leases entered into during such Fiscal Quarter.

Section 5.14 Additional Financial Information .

(a) Borrower shall provide Lender with copies of all Property Tax and insurance bills in accordance with the terms and provisions of Section 3.4(d) hereof.

(b) Borrower shall provide Lender with copies of all Leases and of all assignments and subleases of Major Leases, in accordance with Section 5.7 hereof.

(c) In addition to the financial statements and other information specified in Section 5.12 , 5.13 and this Section 5.14 , Borrower also agrees to provide to Lender, promptly following request therefor by Lender, such other information as Lender may reasonably request from time to time, including, without limitation, monthly rent rolls and a leasing status report; provided , that such information shall be obtained at no material expense to Borrower. If Borrower fails to provide to Lender the financial statements and other information specified in Sections 5.12 , 5.13 and this Section 5.14 within the respective time period specified in such Sections or fails to cause Guarantor to provide the financial statements and other information specified in the Recourse Guaranty, then (i) such failure shall, at Lender’s election, constitute an Event of Default following written notice from Lender, and (ii) a Cash Flow Sweep Period shall be deemed to have commenced for all purposes hereunder and shall continue until such failure is remedied and the financial statements delivered to Lender evidence that no Cash Flow Sweep Period is in effect.

Section 5.15 Insurance .

(a) Borrower shall obtain and maintain with respect to the Property, for the mutual benefit of Borrower and Lender at all times, the following policies of insurance:

(i) insurance against loss or damage by standard perils included within the classification “All Risks” or “Special Form” Causes of Loss, including coverage for damage caused by windstorm (including weather catastrophe which includes but is not limited to named storm subject to a sublimit of not less than Three Hundred Million Dollars ($300,000,000.00)) and hail. Such insurance shall (A) be in an amount equal to the full insurable value on a replacement cost basis of the Property (exclusive of costs of excavations, foundations, underground utilities and footings) and, if applicable, all related furniture, furnishings, equipment and fixtures (without deduction for physical depreciation); (B) have deductibles acceptable to Lender (but in any event not in excess of $250,000, except in the case of flood, weather catastrophe which includes but is not limited to named storm and earthquake coverage, which shall have deductibles not in excess of 5% of the total insurable value of the Property); (C) be paid annually in advance; (D) be written on a “Replacement Cost” basis, waiving depreciation, (E) be written on a no coinsurance form or contain an “Agreed Amount” endorsement, waiving all coinsurance provisions; (F) if, at any time during the Loan, any of the improvements at the Property constitute legal non-conforming structures, include ordinance or law coverage on a replacement cost basis, with no co-insurance provisions, containing Coverage A: “Loss Due to Operation of Law” (with a limit equal to replacement cost), Coverage B: “Demolition Cost” and Coverage C: “Increased Cost of Construction” coverages each with limits of no less than 10% of replacement cost or such lesser amounts as Lender may require in its sole discretion; (G) permit that the improvements and other property covered by such insurance be rebuilt at another location in the event that such improvements and other property cannot be rebuilt at the location on which they are situated as of the date hereof;

(ii) if any material portion of the Property is located in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, flood insurance in an amount equal to the maximum limit of coverage available under the National Flood Insurance Program, plus such additional excess limits as shall be reasonably requested by Lender, with a deductible not in excess of 5% of the total insurable value of the Property;

(iii) commercial general liability insurance, including coverage for property damage, contractual liability for insured contracts and personal injury (including bodily injury and death), to be on the so-called “occurrence” form containing minimum limits per occurrence of not less than $1,000,000 with not less than a $2,000,000 general aggregate for any policy year (with a per location aggregate if the Property is on a blanket policy or a policy aggregate of $5,000,000), with a deductible not in excess of $250,000. In addition, at least $100,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for any and all claims, including all legal liability imposed upon Borrower and all related court costs and attorneys’ fees and disbursements;

(iv) rental income and/or business interruption insurance covering actual loss sustained during restoration from all risks required to be covered by the insurance provided for herein, including clauses (i), (ii), (v), (vii), (viii) and (ix) of this Section, and covering the 18 month period from the date of any Casualty and containing an extended period of indemnity endorsement covering the 12 month period commencing on the date on which the Property has been restored, as reasonably determined by the applicable insurer (even if the policy will expire prior to the end of such period). The amount of such insurance shall be increased from time to time as and when the Gross Revenue from the Property increase but not more frequent than once per annum;

(v) if applicable, insurance for steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed in any of the improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available and are generally required by institutional lenders for properties comparable to the Property, in each case, with a deductible not in excess of $250,000;

(vi) worker’s compensation insurance with respect to all employees of Borrower as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $1,000,000 (if applicable);

(vii) during any period of repair or restoration, and only if the property and liability coverage forms do not otherwise apply, commercial general liability and umbrella liability insurance covering claims related to the repairs or restoration at the Property that are not covered by or under the terms or provisions of the insurance provided for in Section 5.15(a)(iii) (and the insurance provided for in Section 5.15(a)(i) shall, in addition to the requirements set forth in such Section, (1) be written in a so-called builder’s risk completed value form or equivalent coverage, including coverage for 100% of the total costs of construction on a non-reporting basis and against all risks insured against pursuant to clauses (i), (ii), (iv), (v), (viii) and (ix) of Section 5.15(a) and (2) include permission to occupy the Property). Borrower shall cause design professionals, if any, including any architects and engineers, to obtain and maintain professional liability insurance during the period commencing on the date of the architect’s or engineer’s contract and expiring no earlier than the expiration of the applicable statute of repose after completion of services or substantial completion. Such insurance shall have limits commensurate with the risk and reasonably acceptable to Lender. Borrower shall further cause any general contractor to obtain and maintain commercial general liability coverage, including, without limitation, products and completed operations to the extent available in the market expiring no earlier than the expiration of the applicable statute of repose after completion of services or substantial completion. Such policy maintained by any general contractor shall name Borrower and Lender as additional insureds by endorsement reasonably satisfactory to Lender and have limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate for the project. Any general contractor shall provide umbrella liability over the required policies with limits commensurate with the risk and reasonably acceptable to Lender. Any general contractor shall maintain statutory Workers Compensation, Disability and

Employers Liability insurance in force for all workers on the job as well as commercial auto liability for all owned, hired and non-owned vehicles with a combined single limit no less than $1,000,000. Borrower may use an Owner Controlled Insurance Program (OCIP), also known as a “Wrap Up” policy, to satisfy the Borrower’s and any general contractor’s requirements herein, including commercial general liability and umbrella liability, workers compensation and auto liability, provided the coverages are in form and substance reasonably acceptable to Lender, contain a deductible reasonably acceptable to Lender, and otherwise meet the requirements as set forth herein. Certificates of insurance and endorsements reasonably acceptable to Lender must be provided prior to any work being performed on the Property;

(viii) earthquake insurance (A) with minimum coverage equivalent to 1.0x SUL (scenario upper loss) multiplied by the full replacement cost of the building plus business income, (B) having a deductible not in excess of 5% of the total insurable value of the Property, and (C) if the Property is legally nonconforming under applicable zoning ordinances and codes, containing ordinance of law coverage in amounts as required by Lender. In the event such earthquake insurance is provided by an Acceptable Blanket Policy, such earthquake coverage shall be in amount not less than the annual aggregate gross loss estimates as indicated in a portfolio seismic risk analysis for the 90th centile 475-year return period for all high risk locations insured by such coverage (such analysis to be approved by Lender and secured by the applicable Borrower utilizing the most current SeismiCat software);

(ix) terrorism insurance in an amount equal to the full replacement cost of the applicable Property as required in Section 5.15(a)(i) above plus business interruption coverage for the period required under Section 5.15(a)(iv) above (the “ Minimum Coverage Amount ”). Borrower shall be required to carry insurance throughout the term of the Loan in an amount not less than the Minimum Coverage Amount. However, if TRIPRA is discontinued or not renewed then Borrower shall be required to carry terrorism insurance in an amount not less than the Minimum Coverage Amount; provided, that, in such event, (x) Borrower shall not be required to spend per year on terrorism coverage (on a going forward basis after TRIPRA expires or is otherwise no longer in effect for any reason and following the expiration of the applicable terrorism insurance then in place) an amount in excess of two times (2x) the annual allocated amount of the total insurance premium that is payable in respect of the Property’s all-risk and business interruption/rental income insurance required under the Loan Documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental income insurance) obtained as of the date the applicable new terrorism insurance is being obtained (the “ Terrorism Premium Cap ”) and, provided, that in no event shall any Insurance Premiums paid with respect to Policies in effect prior to the date TRIPRA expires or is otherwise no longer in effect for any reason be included for purposes of determining whether the amount of terrorism insurance premiums paid by Borrower for any applicable period exceed the Terrorism Premium Cap, and (y) if the cost of such terrorism coverage exceeds the Terrorism Premium Cap, Borrower shall purchase the maximum amount of terrorism coverage available with funds equal to the Terrorism Premium Cap; provided that, if the Insurance Premiums payable with respect to such terrorism coverage exceeds the

Terrorism Premium Cap, Lender may, at its option, purchase such stand-alone terrorism Policy, with Borrower paying such portion of the Insurance Premiums with respect thereto equal to the Terrorism Premium Cap and the Lender paying such portion of the Insurance Premiums in excess of the Terrorism Premium Cap. For so long as TRIPRA (A) remains in full force and effect and (B) continues to cover both foreign and domestic acts of terror, Lender shall accept terrorism insurance for Certified Acts of Terrorism (as such terms are defined in TRIPRA). Notwithstanding anything to the contrary contained in this Section 5.15(a)(ix) , with respect to terrorism insurance required to be maintained by Borrower pursuant to this Section 5.15(a)(ix) , 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 $1,000,000 plus that deductible as calculated pursuant to TRIPRA, (ii) other than the $1,000,000 deductible, the portion of such insurance which is not reinsured by TRIPRA, Borrower must provide reinsurance with a cut-through endorsement, in each case acceptable to Lender, from an insurance carrier meeting the rating requirements set forth in Section 5.15(b) , (iii) TRIPRA or a similar United States Federal Government backstop is in effect for an amount equal to the Applicable Federal Backstop Percentage (as defined below) of such terrorism coverage, as defined in TRIPRA. As used herein, the “ Applicable Federal Backstop Percentage ” shall mean the then applicable federal share of compensation for insured losses of an insurer under TRIPRA (which is currently 84% and subject to annual 1% decreases beginning in 2016 until such percentage equals 80%), (iv) Liberty is not the subject of a bankruptcy or similar insolvency proceeding and (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. In the event that Liberty is providing insurance coverage (A) to other properties immediately adjacent to the applicable 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 of this Section, 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 perils of terrorism and acts of terrorism;

(x) auto liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of $1,000,000 (if applicable); and

(xi) such other insurance as may from time to time be reasonably requested by Lender.

(b) All policies of insurance (the “ Policies ”) required pursuant to this Section shall be issued by one or more insurers having a rating of at least (1) “A” by S&P or (2) “A X” by AM Best (provided however, that if Borrower elects to have its insurance coverage provided by a syndicate of insurers, then, if such syndicate consists of five (5) or more members, (A) at least sixty percent (60%) of the insurance coverage (or seventy-five percent (75%) if such syndicate consists of four (4) or fewer members) and shall be provided by insurance companies having a claims paying ability rating of “A X” or better by AM Best and (B) the remaining forty

percent (40%) of the insurance coverage (or the remaining twenty-five percent (25%) if such syndicate consists of four (4) or fewer members) shall be provided by insurance companies having a claims paying ability rating of “A VIII” or better by AM Best) or (3) with such other ratings approved by Lender from time to time.

(i) shall contain deductibles that, in addition to complying with any other requirements expressly set forth in Section 5.15(a) , are approved by Lender (such approval not to be unreasonably withheld, delayed or conditioned, but subject to the requirements of each Rating Agency) and are no larger than is customary for similar policies covering similar properties in the geographic market in which the Property is located;

(ii) shall be maintained throughout the term of the Loan without cost to Lender and shall name Borrower as the named insured;

(iii) with respect to casualty and rental income or business interruption insurance policies, shall contain a standard noncontributory mortgagee clause including Lender and its successors and assigns as their interests may appear as first mortgagee and loss payee;

(iv) with respect to liability policies, except for workers compensation, employers liability and auto liability, shall include Lender and its successors and assigns as their interests may appear as additional insureds;

(v) with respect to casualty and rental income or business interruption insurance policies, shall either be written on a no coinsurance form or contain an endorsement providing that neither Borrower nor Lender nor any other party shall be a co insurer under such Policies;

(vi) with respect to casualty and rental income or business interruption insurance policies, shall contain an endorsement or other provision providing that Lender shall receive at least thirty (30) days’ prior written notice of cancellation thereof (or, in the case of cancellation due to non-payment of premium, ten (10) days’ prior written notice);

(vii) with respect to casualty and rental income or business interruption insurance policies, shall contain an endorsement providing that no act or negligence of Borrower or any foreclosure or other proceeding or notice of sale relating to the Property shall affect the validity or enforceability of the insurance insofar as a mortgagee is concerned;

(viii) shall not contain provisions that would make Lender liable for any insurance premiums thereon or subject to any assessments thereunder;

(ix) shall contain a waiver of subrogation against Lender, as applicable;

(x) may be in the form of a blanket policy, provided that Borrower shall provide evidence satisfactory to Lender that the insurance premiums for the Property are separately allocated to the Property, and such blanket policy shall provide the same protection as would a separate Policy as reasonably determined by Lender, subject to review and approval by Lender based on a summary of locations and values, if requested by Lender; and

(xi) shall otherwise be reasonably satisfactory in form and substance to Lender and shall contain such other provisions as Lender deems reasonably necessary or desirable to protect its interests.

(d) Borrower shall pay the premiums for all Policies as the same become due and payable (the “ Insurance Premiums ”). Summaries of the policies shall be delivered to Lender promptly upon request. Prior to the expiration date of each Policy, Borrower shall deliver to Lender evidence, reasonably satisfactory to Lender, of its renewal. Borrower shall promptly forward to Lender a copy of each written notice received by Borrower of any modification, reduction or cancellation of any of the Policies or of any of the coverages afforded under any of the Policies. Within thirty (30) days after request by Lender, Borrower shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Lender, taking into consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices, and the like.

(e) Borrower shall not procure any other insurance coverage that would be on the same level of payment as the Policies or would adversely impact in any way the ability of Lender or Borrower to collect any proceeds under any of the Policies. If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder, Lender shall have the right to take such action as Lender deems necessary to protect its interest in the Property, including the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder). All premiums, costs and expenses (including attorneys’ fees and expenses) incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, and shall bear interest at the Default Rate.

(f) In the event of foreclosure of the Mortgage or other transfer of title to the Property in extinguishment in whole or in part of the Indebtedness, all right, title and interest of Borrower in and to the Policies then in force with respect to the Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or in Lender or other transferee in the event of such other transfer of title.

(g) Any blanket insurance Policy shall otherwise provide the same protection as would a separate Policy insuring only the Property in compliance with the provisions of Section 5.15 (any such blanket policy, an “ Acceptable Blanket Policy ”). To the extent that the Policies are maintained pursuant to an Acceptable Blanket Policy that covers more than one location within a one thousand foot radius of the Property (the “ Radius ”), the limits of such Acceptable Blanket Policy must be sufficient to maintain the coverage set forth in Section

5.15(a)(ix) for the Property as well as each location within the Radius that is covered by such blanket policy calculated on a total insured value basis.

Section 5.16 Casualty and Condemnation .

(a) Borrower shall give prompt notice to Lender of any Casualty or Condemnation or of the actual or threatened in writing commencement of proceedings that would result in a Condemnation, in all cases, to the extent that the cost to repair any damage caused by such Casualty or the estimated value of such Property or portion thereof subject to such Condemnation is reasonably expected by Borrower to exceed $100,000.00.

(b) Lender may participate, to the extent permitted by applicable Legal Requirements, in any proceedings for any taking of all or any portion of the Property by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, with a value reasonably estimated by Borrower to be in excess of the Threshold Amount and to the extent permitted by law. Upon Lender’s written request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and reasonably cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld, delayed or conditioned in the case of a taking of an immaterial portion of the Property.

(c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating in an amount equal to or less than the Threshold Amount if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable out-of-pocket expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender within ten (10) Business Days after written demand therefor.

(d) To the extent that the Loss Proceeds from any Casualty or Condemnation exceed the Condemnation/Casualty Threshold Amount, all such Loss Proceeds shall be promptly deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations. If any Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender:

(i) in the case of a Casualty, the cost of restoration would not exceed 30% of the Maximum Loan Amount and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 30% of the gross rentable area of the Property, or result in cancellation of Leases covering more than 30% of the base contractual rental revenue of the Property;

(ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of the 355 Property or, in the case of the 235 Garage, render unusable more than 20% of the parking spaces currently provided therein;

(iii) restoration of the Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date;

(iv) following restoration of the Property, the Debt Service Coverage Ratio, taking into account any business interruption insurance received by Borrower as rent, shall equal the lesser of (A) the Debt Service Coverage Ratio immediately prior to such Casualty or Condemnation, and (B) 1.05:1.00;

(v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property;

or if Lender otherwise elects to allow Borrower to restore the Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding the Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below (and Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding of the Property in a workmanlike fashion and in accordance with Legal Requirements to a status at least equivalent to the quality and character of the Property immediately prior to the Condemnation or Casualty). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such Loss Proceeds to Borrower upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Condemnation/Casualty Threshold Amount be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld, delayed or conditioned). If Lender reasonably estimates that the cost to restore will exceed the Condemnation/Casualty Threshold Amount, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, promptly

following written demand by Lender, reimburse Lender for the reasonable out-of-pocket fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration (provided there shall be no retainage for the cost of materials (as opposed to labor)). Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien.

(e) Borrower shall reasonably cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Property. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower.

(f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of the Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Principal Indebtedness and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). No prepayment charge or Spread Maintenance Premium shall be payable by Borrower by reason of a Casualty or Condemnation, whether by application of Loss Proceeds by Lender pursuant to this Section 5.16(f) or in the event that Borrower elects to prepay the Principal Indebtedness in full within one hundred twenty (120) days after Lender has given Borrower notice that it has elected not to make such Loss Proceeds available to Borrower for restoration of the Property. If the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(f) , all prepayments of the Loan made by Borrower in accordance with this Section 5.16(f) shall be applied to the Notes or Note Components in ascending order of interest rate ( i.e. , first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine.

(g) Notwithstanding the foregoing provisions of this Section 5.16 , if the Loan is included in a REMIC and immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation the Loan would fail to satisfy a Lender 80% Determination (taking into account the planned restoration of the Property), then Borrower shall prepay the Principal Indebtedness in accordance with Section 5.16(f) in an amount equal to either (i) so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied, or if the aggregate Loss Proceeds are insufficient for such purpose, then 100% of such Loss Proceeds, or (ii) a lesser

amount, provided that Borrower delivers to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining that such release of Property from the Lien does not cause any portion of the Loan to cease to be a “qualified mortgage” within the meaning of section 860G(a)(3) of the Code.

Section 5.17 Annual Budget . At least thirty (30) days prior to the commencement of each calendar year during the term of the Loan, and within thirty (30) days after the commencement of any Cash Flow Sweep Period or Event of Default, Borrower shall deliver to Lender an Annual Budget for the Property for the ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions to the Annual Budget, which delivery shall be for informational purposes only so long as no Cash Flow Sweep Period or Event of Default is continuing. During the continuance of any Cash Flow Sweep Period or Event of Default, such Annual Budget and any revisions thereto shall be subject to Lender’s approval, not to be unreasonably withheld, conditioned or delayed (the Annual Budget, as so approved, the “ Approved Annual Budget ”). Borrower shall not amend any Approved Annual Budget more than once in any 60-day period. For so long as Lender shall have not yet approved any Annual Budget or any revisions thereto, the Annual Budget in effect prior to any such request for approval shall remain in effect (including any Annual Budget delivered for information purposes hereunder), except that such Annual Budget shall be deemed to include (a) such increases as are necessary for Property Taxes, insurance premiums, utility expenses, union wage and benefit costs (if any) and other non-discretionary items, and a ten percent (10%) increase for all other items, and (b) (i) all ongoing capital work from prior years, (ii) scheduled capital work for the then-current year and (iii) all costs and expenses related to any Leases then in effect.

Section 5.18 Venture Capital Operating Companies; Nonbinding Consultation . Solely to the extent that Lender or any direct or indirect holder of an interest in the Loan must qualify as a “venture capital operating company” (as defined in Department of Labor Regulation 29 C.F.R. § 2510.3-101), Lender shall have the right to consult with and advise Borrower regarding significant business activities and business and financial developments of Borrower, provided that any such advice or consultation or the result thereof shall be completely nonbinding on Borrower.

Section 5.19 Compliance with Permitted Encumbrances; Material Agreements and Property Agreements . Borrower covenants and agrees as follows:

(a) Borrower shall comply with all material terms, conditions and covenants of each Material Agreement, Property Agreement and Permitted Encumbrance, including any reciprocal easement agreement, ground lease, declaration of covenants, conditions and restrictions, and any condominium arrangements.

(b) Borrower shall promptly deliver to Lender a true and complete copy of each and every notice of default received by Borrower with respect to any obligation of Borrower under the provisions of any Material Agreement, Property Agreement and/or Permitted Encumbrance.

(c) Borrower shall deliver to Lender copies of any written notices of default or event of default relating to any Material Agreement, Property Agreement and/or Permitted Encumbrance served by Borrower.

(d) Without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed, Borrower shall not grant or withhold any consent, approval or waiver under any Material Agreement, Property Agreement or Permitted Encumbrance unless no Event of Default is continuing and the same would not be reasonably likely to have a Material Adverse Effect.

(e) Borrower shall deliver to each other party to any Permitted Encumbrance, any Property Agreement and any Material Agreement notice of the identity of Lender and each assignee of Lender of which Borrower is aware if such notice is required in order to protect Lender’s interest thereunder.

(f) Borrower shall use commercially reasonable efforts to enforce, short of termination thereof, the performance and observance of each and every material term, covenant and provision of each Material Agreement and Permitted Encumbrance to be performed or observed, if any.

Section 5.20 Cost Sharing Obligations .

(a) From and after January 1, 2017, North Tower Owner shall not pay any Operating Expenses attributable to the operation of the 235 Garage and Borrower will be responsible for all Operating Expenses attributable to the operation of the 235 Garage.

(b) Prior to the Atrium Renovation having been substantially completed in “white box” condition (e.g., core and shell of Tenant spaces completed and ready for turn-over to retail Tenants), Borrower can continue to pay up to a 44% share of Atrium common area operating expenses, not to exceed $400,000 per annum (the “ Pre-Renovation Cap ”) (and such expenses shall be treated as an approved Operating Expense by Lender in the Approved Annual Budget), which Pre-Renovation Cap shall be increased annually by an amount equal to the annual percentage change in the consumer price index published by the U.S. Department of Labor (all Urban Consumers – Los Angeles – Riverside – Orange County, California) (“ CPI ”).for the prior calendar year, and the Pre-Renovation Cap shall also be increased to reflect actual increases in non-discretionary third party expenses. In connection with Borrower’s reconciliation of first and second quarter 2017 financials with respect to Atrium common area operating expenses, as described in (d) below, the Pre-Renovation Cap shall be adjusted either upward or downward (on a percentage basis) in an amount equal to the percentage basis by which 44% of the actual annualized Atrium common area operating expenses (based on annualizing the first and second quarter 2017 Atrium common area operating expenses, as applicable) exceeds or is less than $350,000, as applicable (i.e., if annualized Atrium common area operating expenses are $385,000, the Pre-Renovation Cap shall be increased to $440,000 and if annualized Atrium common area operating expenses are $315,000, the Pre-Renovation Cap shall be decreased to $360,000).

(c) Following the Atrium Renovation having been substantially completed in “white box” condition (e.g., core and shell of tenant spaces completed and ready for turn-over to retail tenants), Borrower can pay up to a 50% share of Atrium common area operating expenses, not to exceed $600,000 per annum (the “ Post-Renovation Cap ”) (and such expenses shall be treated as an approved Operating Expense by Lender in the Approved Annual Budget), which Post-Renovation Cap shall be increased annually by an amount equal to the annual percentage change in CPI for the prior calendar year, and the Post-Renovation Cap shall also be increased to reflect actual increases in non-discretionary third party expenses. Additionally, the parties shall in good faith discuss increases to the Post-Renovation Cap when Borrower and North Tower Owner finalize a post Atrium Renovation budget, with any such increases subject to Lender approval.

(d) Within 180 days after the date hereof, Borrower and North Tower Owner shall enter into an agreement (which may, or a memorandum thereof may, be recorded) memorializing Borrower’s obligations under paragraphs (a) and (b) above and North Tower Owner’s obligations, which agreement shall be subject to review and approval by Lender, not to be unreasonably withheld, and, if Lender approves same, it shall subordinate the Mortgage to such Lender approved agreement. If Lender does not agree to such agreement during such 180-day period, such 180-day period shall be extended until Lender consents to such agreement.

(e) As part of Borrower’s quarterly reporting, commencing with the first calendar quarter in 2017, Borrower shall provide to Lender a reasonable accounting and reconciliation of Atrium common area operating expenses shared with the North Tower Owner (which will include reasonable back-up).

(f) Lender (i) acknowledges that North Tower Owner intends to renovate the Atrium and (ii) agrees to not unreasonably withhold its consent to Borrower entering into an agreement with the North Tower Owner in connection with the Atrium renovation whereby Borrower will incur a percentage of such Atrium renovation costs (a “ CapEx Sharing Agreement ”); provided , that Lender’s foregoing agreement to act reasonably shall be conditioned upon satisfaction of each of the following conditions: (A) Borrower obligations under such CapEx Sharing Agreement may only be satisfied out of (and all such obligations shall only be to the extent of) excess cash flow from current operations that is distributable to Borrower in accordance herewith after payment of all amounts then due and payable by Borrower under the Loan Documents or from capital contributions made to Borrower for purposes of making such payments, (B) Borrower shall have delivered to Lender a new Non-Consolidation Opinion from RLF or another law firm acceptable to Lender (or an update to RLF’s non-consolidation opinion delivered at closing), which opinion shall include an analysis of the contractual obligation set forth in the CapEx Sharing Agreement and Borrower’s obligations thereunder, and which opinion shall not include any exception relating to such arrangement, and shall otherwise be in form and substance acceptable to Lender (provided that Lender hereby agrees that the form of the Non-Consolidation Opinion delivered as of the date hereof shall be acceptable), (C) Section 9.19(b) shall be revised to include an additional non-recourse carveout which shall provide full recourse liability in the event that the existence of the CapEx Sharing Agreement and/or Borrower’s obligations thereunder are cited as a factor in the substantive consolidation of Borrower with either the North Tower Owner and/or any Affiliate of North Tower Owner (and a substantive consolidation of the Borrower with North Tower Owner and/or any Affiliate of

North Tower Owner actually occurs), (D) Section 9.19(a) shall be revised to include an additional carveout for any losses suffered by Lender in connection with costs incurred by Lender in connection with any dispute relating to a proposed substantive consolidation of Borrower with either North Tower Owner and/or any Affiliate of North Tower Owner, and (E) Lender shall be reasonably satisfied that it otherwise has sufficient protection against any costs or out-of-pocket losses that may arise as a result of the CapEx Sharing Agreement.

(g) Borrower agrees and acknowledges that, in the event that Lender does not approve the CapEx Sharing Agreement or any other matter involving Borrower’ obligations related to the Atrium renovation, Borrower shall have the right to repay the Loan in the full (which payment shall not be subject to the Spread Maintenance Premium), as its sole remedy for Lender’s failure to approve such agreement (including, without limitation, that Lender did not act reasonably), and Borrower shall have no other remedies against Lender with regard to Lender not approving the CapEx Sharing Agreement and/or permitting Borrower to undertake any obligations with regard to the Atrium renovation.

Section 5.21 Earthquake Insurance Analysis . Not later than the earlier to occur of (1) November 30, 2017 and (2) the renewal or replacement of the current Acceptable Blanket Policy (the “ Updated Analysis Delivery Date ”), Borrower shall deliver to Lender an updated Thornton Tomasetti seismic risk analysis for all properties covered under the then Acceptable Blanket Policy utilizing the most current version of the SeismiCat software, and revised to reflect the total insurable values that are current for all properties covered under the then Acceptable Blanket Policy, and otherwise in form and substance reasonably acceptable to Lender. In addition, not later than fourteen (14) Business Days after the Updated Analysis Delivery Date, Borrower shall deliver to Lender evidence satisfactory to Lender of earthquake insurance in amount not less than one hundred percent (100%) of the 90th centile annual aggregate gross loss estimates for the 475-year return period as indicated in the updated Thornton Tomasetti seismic risk analysis utilizing the SeismiCat software and otherwise in compliance with the Loan Agreement in all respects. The insurance costs associated with any increase shall be allocated among all properties insured under the portfolio sharing the earthquake limit.

Section 5.22 Prohibited Persons . Neither Borrower nor any of its direct or indirect equityholders (excluding shareholders or other equity holders in public companies who are indirect equityholders of Borrower) shall (i) knowingly conduct any business, or engage in any transaction or dealing, with any Embargoed Person, including the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Embargoed Person, or (ii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any Federal Trade Embargo. Borrower shall cause the representation set forth in Section 4.39 to remain true and correct at all times.

Section 5.23 Leasing of Collateral .

(a) The Property shall be leased at all times by an Approved Listing Agent pursuant to an Approved Brokerage Agreement. Borrower may from time to time appoint an Approved Listing Agent to lease all or a portion of the Property pursuant to an Approved Brokerage Agreement, and, as a condition of such appointment, such successor Approved Listing Agent shall execute (1) a listing agreement in form and substance reasonably acceptable

to Lender and (2) for Lender’s benefit a Subordination of Brokerage Agreement (or, in the case of the Initial Approved Manager, the Subordination of Management Agreement) in form and substance reasonably satisfactory to Lender, pursuant to which such Approved Listing Agent shall agree that its Approved Brokerage Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness.

(b) Borrower shall notify Lender in writing of any default of Borrower or the Approved Listing Agent under the Approved Brokerage Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Listing Agreement, to cure defaults of Borrower under the Approved Brokerage Agreement. Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower within ten (10) days after written demand by Lender.

(c) In the event that (i) an Event of Default shall be continuing and the Loan has been accelerated, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have occurred, (iii) a material default by the Approved Listing Agent under the Approved Brokerage Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) the Approved Listing Agent files or is the subject of a petition in bankruptcy, (v) a trustee or receiver is appointed for the Approved Listing Agent’s assets or the Approved Listing Agent makes an assignment for the benefit of creditors, or (vi) the Approved Listing Agent is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Brokerage Agreement and engage a replacement listing agent (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Listing Agent, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement listing agent within such 30-day period or in the event that the Loan has been accelerated, such replacement listing agent may be selected by Lender in Lender’s sole and absolute discretion) to serve as replacement Approved Listing Agent pursuant to an Approved Brokerage Agreement in accordance with the terms of Section 5.23(a) .

Section 5.24 Parking Management .

(a) Parking at the Property shall be managed at all times by an Approved Parking Manager pursuant to an Approved Parking Management Agreement. Borrower may from time to time appoint an Approved Parking Manager to manage all or a portion of the parking at the Property pursuant to an Approved Parking Management Agreement, and such successor Approved Parking Manager shall execute for Lender’s benefit a Subordination of Parking Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such Approved Parking Manager shall agree that its Approved Parking Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness.

(b) Borrower shall notify Lender in writing of any default of Borrower or the Approved Parking Manager under the Approved Parking Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender

shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Parking Management Agreement, to cure defaults of Borrower under the Approved Parking Management Agreement. Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower within ten (10) days after written demand by Lender.

(c) In the event that (i) an Event of Default shall be continuing, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have occurred, or (iii) a material default by the Approved Parking Manager under the Approved Parking Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Parking Management Agreement and engage an Approved Parking Manager selected by Lender to serve as replacement Approved Parking Manager pursuant to an Approved Brokerage Agreement in accordance with the terms of Section 5.24(a) ; provided , that , notwithstanding the foregoing, Lender shall not exercise its right to terminate the Approved Parking Management Agreement during the continuance of an Event of Default pursuant to clause (c)(i) so long as the Approved Parking Manager is not in default under the Approved Parking Management Agreement.

Section 5.25 Property Agreements . Without limiting the other provisions of this Agreement and the other Loan Documents, without the consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), Borrower shall (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under each Property Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material event of default (beyond applicable notice and grace periods) by any party under each Property Agreement of which Borrower obtains actual knowledge; (iii) intentionally blank; (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed under each Property Agreement in a commercially reasonable manner; (v) cause the Property to be operated, in all material respects, in accordance with each Property Agreement; and (vi) not, without the prior written consent of Lender (which shall not be unreasonably withheld, conditioned or delayed), (A) enter into any new Property Agreement or replace or execute material modifications to any existing Property Agreement or renew or extend the same (exclusive of, in each case, any automatic renewal or extension in accordance with its terms), (B) surrender, terminate or cancel any Property Agreement, (C) reduce or consent to the reduction of the term of any Property Agreement, (D) materially increase or consent to the material increase of the amount of any charges payable by Borrower under any Property Agreement, (E) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, any Property Agreement in any material respect which is adverse to Borrower or (F) following the occurrence and during the continuance of an Event of Default, exercise any rights, grant any approvals or otherwise take any action under any Property Agreement, except to the extent the failure to do so would cause Borrower to be in default under such Property Agreement and Borrower had provided Lender with written notice of its intent to exercise such approval or take such action as soon as practicable prior to doing so.

ARTICLE VI

NEGATIVE COVENANTS

Section 6.1 Liens on the Collateral . Borrower shall not permit or suffer the existence of any Lien on any of its assets, other than Permitted Encumbrances.

Section 6.2 Ownership . Borrower shall not own any assets other than the Property and related personal property and fixtures located therein or used in connection therewith.

Section 6.3 Transfers .

(a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property and the Collateral as a means of maintaining the value of the Property as security for repayment of the Indebtedness and the performance of the obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Indebtedness or the performance of the obligations, Lender can recover the Indebtedness by a sale of the Property and/or the Collateral.

(b) Without the prior written consent of Lender, and except to the extent otherwise set forth in this Section 6.3 , Borrower shall not, and shall not permit any Borrower Party or any other Person having a direct or indirect ownership or beneficial interest in Borrower, whether voluntarily or involuntarily, to do any of the following: (collectively, a “ Transfer ”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to (including granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of the Collateral or the subjecting of any portion of the Collateral to restrictions on transfer), (ii) enter into an agreement for the leasing of all or a substantial part of the Propety for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Revenue (provided, that, any Leases to Tenants such as WeWork Companies Inc., Convene and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with this provision), or (iii) permit a Sale or Pledge of any direct or indirect interest in any Borrower Party or any Person having a direct or indirect ownership or beneficial interest in a Borrower Party, in each case, other than Permitted Transfers.

(c) A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Collateral, the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial portion of the Property or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Gross Revenue; (iii) if a Borrower Party or its direct or indirect owners is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Borrower Party or its direct or indirect owners is a limited or general partnership or joint venture, any merger or

consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Borrower Party or its direct or indirect owners is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a member or non-member manager or the Sale or Pledge of the membership interest of a member or any profits or proceeds relating to such membership interest; (vi) if a Borrower Party or its direct or indirect owners is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in such Borrower Party or its direct or indirect owners, any change in the situs of such trust, or the creation or issuance of new legal or beneficial interests; (vii) any direct and/or indirect change of Control of Borrower such that Guarantor no longer directly and/or indirectly Controls Borrower; (viii) entering into any contract to do any of the foregoing (unless closing of such contract is conditioned on obtaining Lender’s consent) or (ix) Borrower certificating its interest under Article 8 or otherwise opting in to Article 8.

(d) Notwithstanding anything to the contrary contained in this Section 6.3 , the following Transfers (herein, the “ Permitted Transfers ”) shall be permitted hereunder, if and only if each of the requirements set forth herein are satisfied:

(i) a Lease entered into in accordance with this Agreement;

(ii) a Permitted Encumbrance;

(iii) a Transfer of publicly traded shares on a nationally or internationally recognized stock exchange in any indirect equity owner of Borrower; or

(iv) any other Transfer (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest) of a direct or indirect interest in Borrower, provided that:

(A) on the date of the Transfer, no Event of Default shall exist;

(B) Borrower shall continue to be a Single-Purpose Entity;

(C) Borrower shall pay all costs and expenses of Lender in connection with any Transfer, whether or not such Transfer is deemed to be a Permitted Transfer, including, without limitation, all fees and expenses of Lender’s counsel, whether internal or outside;

(D) in connection with any Transfer in which a Person that did not previously own ten percent (10%) or more of the aggregate direct and/or indirect ownership interests (at any tier of ownership) in Borrower shall acquire such a ten percent (10%) direct and/or indirect ownership interest (at any tier of ownership) in Borrower, then (I) Borrower shall, at least ten (10) Business Days before such Permitted Transfer, notify Lender of the proposed transfer and provide copies of all instruments effectuating such transfer, and any organizational documents that Lender shall require, and such other information as

Lender shall reasonably request regarding the proposed transferee so as to conduct such background checks, investigations, Patriot Act, the U.S. Bank Secrecy Act, OFAC and other record searches as Lender shall reasonably (and any regulatory requirements and/or internal compliance, “know your customer” and/or committee requirements of Lender, to the extent such internal requirements are applied on a non-discriminatory basis, shall be deemed reasonable) require (at Borrower’s sole cost and expense), and if Lender, within ten (10) Business Days of receiving such notice from Borrower, sends a notice to Borrower that it has in good faith determined that such Transfer will result in a violation of its legal, regulatory or internal organizational requirements, such Transfer shall not constitute a Permitted Transfer and (II) such Transfer shall be conditioned upon Borrower’s ability to, after giving effect to such Transfer, remake the representations in Section 4.39 and continue to comply with the covenants set forth in Section 5.22 ;

(E) after giving effect to such Transfer, (A) a Brookfield Party shall continue to Control Borrower and own, in the aggregate, at least ten percent (10%) of all legal, beneficial and equity interests (direct or indirect) in Borrower, (B) a Brookfield Party shall continue to Control Guarantor and own at least twenty percent (20%) of all legal, beneficial and equity interests (direct or indirect) in Guarantor, (C) Guarantor shall continue to Control Borrower and own at least fifty-one percent (51%) of all legal, beneficial and equity interest (direct or indirect) in Borrower, and (D) at least fifty-one percent (51%) of all equity interests in Borrower are owned (directly or indirectly) by a Brookfield Party and one or more Qualified Equity Holders;

(F) any transferee acquiring twenty percent (20%) or more of the direct or indirect equity interests in Borrower shall be a Qualified Transferee (and Borrower shall provide Lender with at least ten (10) Business Days’ prior written notice thereof);

(G) the Property shall continue to be managed by one or more Approved Property Manager(s), which shall control the day-to-day operations at the Property;

(H) the parking operations at the Property shall continue to be managed by one or more Approved Parking Managers(s), which shall control the day-to-day operations of the parking garages; and

(I) if any such Transfer shall result in any Person (together with its Affiliates) acquiring more than forty-nine percent (49%) of the direct or indirect interest in Borrower and such Person (together with its Affiliates) did not own more than forty-nine percent (49%) of the direct or indirect interest in Borrower on the Closing Date, Borrower shall have delivered to Lender a new substantive non-consolidation opinion from a nationally recognized law firm (or a reputable law firm reasonably approved by Lender) in form and substance reasonably satisfactory to Lender (it being acknowledged that if such non-

consolidation opinion is substantially in the form and substance of the Nonconsolidation Opinion, such non-consolidation opinion shall be deemed to be satisfactory to Lender).

(v) a pledge of any direct or indirect minority, non-Controlling interest in Guarantor that in each case do not (when aggregated with any other such pledges) result in more than ten percent (10%) of the direct and indirect interests in Guarantor being pledged, provided, that the conditions set forth in Section 6.3(d)(iv) are satisfied;

(vi) Transfers of less than forty-nine percent (49%) (in the aggregate with respect to all Transfers consummated after the Closing Date) of the non-Controlling preferred interests in Brookfield DLTA Fund Office Trust Investor Inc. and Brookfield DLTA Fund Office Trust Inc.; provided , that, if the Transfer results in any Person (together with its Affiliates) owning ten percent (10%) or more of the direct or indirect interests in Borrower and such Person (together with its Affiliates) did not own ten percent (10%) of the direct or indirect interests in Borrower prior to such Transfer, then, Borrower shall provide Lender with at least ten (10) Business Days’ prior written notice thereof and such Person must satisfy Lender’s current customary underwriting standards including, without limitation, background checks performed by Lender and review of such other information requested by Lender in connection with know your customer and anti-money laundering diligence; and

(vii) A pledge of direct or indirect equity interest and right to distributions from Guarantor only, so long as the following conditions are satisfied:

(A) No Event of Default shall exist;

(B) Borrower shall provide Lender with at least ten (10) Business Days’ prior written notice thereof;

(C) Such pledge is made in connection with a corporate-level financing of not less than $50,000,000 being provided by an Institutional Lender to a direct or indirect beneficial owner or equity owner in Guarantor (a “ Corporate Loan ”);

(D) Such pledge does not constitute more than thirty percent (30%) of the total value of the collateral for such Corporate Loan at the time of origination of such Corporate Loan;

(E) The entities directly pledged for such Corporate Loan own (either directly or through direct or indirect subsidiaries) not less than four (4) real estate assets in addition to the Property;

(F) Borrower shall have no obligations or liabilities with respect to any Corporate Loan; and

(G) The loan documents in respect of such Corporate Loan provide that (1) the lender thereunder shall provide to Lender at least thirty (30)

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days’ prior written notice before the lender thereunder commences a foreclosure action or other exercise of its remedies, (2) the lender thereunder shall, within fifteen (15) days following the exercise of its remedies, deliver to Lender a replacement non-consolidation opinion, (3) after giving effect to any such foreclosure, the Borrower shall be a Single-Purpose Entity, and (4) immediately following the completion of a foreclosure action or other exercise of such lender’s remedies under such loan documents, Borrower reaffirms the obligations of Borrower under the Loan Documents and agrees to be bound by the terms thereof.

For the avoidance of doubt, nothing contained in this Agreement shall prohibit or be deemed to prohibit (i) unsecured corporate credit lines and unsecured corporate credit facilities provided by an institutional lender (each, an “ Unsecured Corporate Loan ”) to the Guarantor or any direct or indirect beneficial or equity owner in Guarantor (each, an “ Upper-Tier Brookfield Entity ”), and (ii) unsecured Indebtedness between Upper-Tier Brookfield Entities (“ Upper-Tier Brookfield Indebtedness ”); provided , that, in each case (x) Borrower has no obligations or liabilities with respect to any Unsecured Corporate Loan or Upper-Tier Brookfield Indebtedness and (y) nothing contained herein shall be deemed to limit the obligations of Guarantor under the Loan Documents (including, without limitation, compliance with the Guarantor Net Worth Covenant).

Section 6.4 Debt . Borrower shall not have any Debt, other than Permitted Debt.

Section 6.5 Dissolution; Merger or Consolidation . Borrower shall not dissolve, terminate, liquidate, merge with or consolidate into another Person.

Section 6.6 Change in Business . Borrower shall not make any material change in the scope or nature of its business objectives, purposes or operations or undertake or participate in activities other than the continuance of its present business.

Section 6.7 Debt Cancellation . Borrower shall not cancel or otherwise forgive or release any material claim or Debt owed to it by any Person, except for adequate consideration or in the ordinary course of its business.

Section 6.8 Affiliate Transactions . Except as disclosed to Lender in the Exception Report or otherwise approved by Lender, Borrower shall not enter into, or be a party to, any transaction with any Affiliate of Borrower.

Section 6.9 Misapplication of Funds . Borrower shall not (a) distribute any Revenue or Loss Proceeds in violation of the provisions of this Agreement (and shall promptly cause the reversal of any such distributions made in error of which Borrower becomes aware), (b) fail to remit amounts to the Clearing Account as required by Section 3.1 , (c) make any distributions to equityholders during the continuance of a Cash Flow Sweep Period or Event of Default unless expressly permitted hereunder, or (d) misappropriate any security deposit or portion thereof.

Section 6.10 Jurisdiction of Formation; Name . Borrower shall not change its jurisdiction of formation or name without giving Lender at least fifteen (15) Business Days prior written notice and promptly providing Lender such information and replacement Uniform Commercial Code financing statements and legal opinions (regarding creation and perfection of Liens) as Lender may reasonably request in connection therewith.

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Section 6.11 Modifications and Waivers . Unless otherwise consented to in writing by Lender:

(a) Borrower shall not amend, modify, terminate, renew, or surrender any rights or remedies under any Lease, or enter into any Lease, except in compliance with Section 5.7 ;

(b) Borrower shall not terminate, amend or modify its organizational documents (including any operating agreement, limited partnership agreement, by-laws, certificate of formation, certificate of limited partnership or certificate of incorporation);

(c) Borrower shall not terminate, amend or materially modify (provided, that, any modification that increases the fees, changes the term or increases any financial obligations shall be deemed a material modification) the Approved Management Agreement, the Approved Parking Management Agreement and/or the Approved Listing Agreement;

(d) Borrower shall not amend, modify or terminate any Property Agreement; and

(e) Borrower shall not, without the prior approval of Lender, not to be unreasonably withheld, conditioned or delayed, (x) enter into any Material Agreement, or amend, modify, surrender or waive any material rights or remedies under any Material Agreement, except, in each case, on arms-length commercially reasonable terms, (y) terminate any Material Agreement prior to the date of termination set forth in such Material Agreement, except for terminations in connection with a material default thereunder, or (z) default in its obligations under any Material Agreement.

Section 6.12 ERISA .

(a) Borrower shall not maintain or contribute to, or agree to maintain or contribute to, or permit any ERISA Affiliate of Borrower to maintain or contribute to or agree to maintain or contribute to, any employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV or Section 302 of ERISA or Section 412 of the Code.

(b) Borrower shall not engage in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or substantially similar provisions under federal, state or local laws, rules or regulations or in any transaction that would cause any obligation or action taken or to be taken hereunder (or the exercise by Lender of any of its rights under the Notes, this Agreement, the Mortgage or any other Loan Document) to be a non-exempt prohibited transaction under such provisions.

Section 6.13 Alterations and Expansions . During the continuance of any Cash Flow Sweep Period or Event of Default, Borrower shall not incur or contract to incur any capital improvements requiring Capital Expenditures that are not consistent with the Approved Annual Budget (it being understood that Borrower may complete all capital improvements required to be made under Leases entered into in accordance with the terms of this Agreement). Borrower shall not perform, undertake, contract to perform or consent to any Material Alteration without the prior written consent of Lender, which consent (in the absence of a Cash Flow Sweep Period or

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an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender; provided, that, if the cost of the Material Alteration does not exceed $27,000,000.00 (in the aggregate), in lieu of delivering cash collateral Guarantor may execute and deliver a completion guaranty in form and substance acceptable to Lender and Guarantor pursuant to which Guarantor will guaranty the completion of the Material Alteration on the terms set forth in the completion guaranty. If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and disbursements of such consultant. Notwithstanding the foregoing, in the event that Borrower is required to perform and/or pay the cost of any renovation of the retail atrium located between the Property and that certain property commonly known as Wells Fargo Center – North and located at 333 South Grand Avenue, Los Angeles, California, Lender’s consent shall be required for any such payment or performance by Borrower, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 6.14 Advances and Investments . Borrower shall not lend money or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person, except for Permitted Investments.

Section 6.15 Single-Purpose Entity . Borrower shall at all times be a Single-Purpose Entity. Borrower shall not remove or replace any Independent Director without Cause and without providing at least two (2) Business Days’ advance written notice thereof to Lender and the Rating Agencies.

Section 6.16 Zoning and Uses . Borrower shall not do any of the following without the prior written consent of Lender:

(a) initiate or support any limiting change in the permitted uses of the Property (or to the extent applicable, zoning reclassification of the Property) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Property, or use or permit the use of the Property in a manner that would result in the use of the Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the use of all or any portion of the Property is a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned);

(b) impose or consent to the imposition of any restrictive covenants, easements or encumbrances upon the Property;

(c) execute or file any subdivision plat affecting the Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Property; or

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(d) permit or consent to the Property’s being used by the public or any Person in such manner as is reasonably likely to make possible a claim of adverse usage or possession or of any implied dedication or easement.

Section 6.17 Waste . Borrower shall not commit or permit any Waste on the Property, nor take any actions that might invalidate any insurance carried on the Property (and Borrower shall promptly correct any such actions of which Borrower becomes aware).

ARTICLE VII

DEFAULTS

Section 7.1 Event of Default . The occurrence of any one or more of the following events shall be, and shall constitute the commencement of, an “ Event of Default ” hereunder (any Event of Default that has occurred shall continue unless and until waived by Lender in writing in its sole discretion):

(a) Payment .

(i) If (A) the Indebtedness is not paid in full on the Maturity Date, (B) any regularly scheduled monthly payment of interest, and, if applicable, principal due under the Note is not paid in full on the applicable Payment Date, (C) any prepayment of principal due under this Agreement or the Note is not paid when due, (D) the Spread Maintenance Premium is not paid when due, or (E) any deposit to the Reserve Accounts is not made when due; provided, that, that if sufficient funds to make a payment that is required under clauses (B) or (D) hereunder are on deposit in the Cash Management Account on any applicable date when the same is due and payable under the Loan Documents, Servicer or Lender is obligated to make the same available to Borrower and Borrower has satisfied the conditions precedent to the receipt of such funds, the failure Servicer or Lender to remit such payment therefrom shall not constitute an Event of Default hereunder; or

(ii) if any other amount payable pursuant to this Agreement, the Note or any other Loan Document (other than as set forth in the foregoing clause (i)) is not paid in full when due and payable in accordance with the provisions of the applicable Loan Document, with such failure continuing for ten (10) Business Days after Lender delivers written notice thereof to Borrower.

(b) Representations . Any representation made by Borrower in any of the Loan Documents, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect (or, with respect to any representation that itself contains a materiality qualifier, in any respect) as of the date such representation was made; except to the extent that (i) such misrepresentation was not intentional or otherwise known to Borrower to be false or misleading in any material respect when made, (ii) Borrower cures the underlying facts and/or circumstances causing such misrepresentation in such a way that makes make such representation true and correct, and (iii) such misrepresentation is diligently and expeditiously cured in connection herewith (provided

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that to the extent such cure is (A) monetary in nature, such cure must be completed within ten (10) Business Days, and (B) non-monetary in nature, such cure must be completed within thirty (30) days).

(c) Other Loan Documents . Any Loan Document shall fail to be in full force and effect or to convey the material Liens, rights, powers and privileges purported to be created thereby and Borrower shall fail to promptly comply with Section 5.9 to remedy such failure; or a default by Borrower, Guarantor or any of their respective affiliates shall occur under any of the other Loan Documents or Material Agreements, or a default by Borrower shall occur under the Approved Management Agreement, the Approved Parking Management Agreement, the Approved Listing Agreement, in each case, beyond the expiration of any applicable cure period.

(d) Bankruptcy, etc.

(i) any Borrower Party shall commence a voluntary case concerning itself under Title 11 of the United States Code (as amended, modified, succeeded or replaced, from time to time, the “ Bankruptcy Code ”);

(ii) any Borrower Party shall commence any other proceeding under any reorganization, arrangement, adjustment of debt, relief of creditors, dissolution, insolvency or similar law of any jurisdiction whether now or hereafter in effect relating to such Borrower Party, or shall dissolve or otherwise cease to exist;

(iii) if a receiver, liquidator or trustee shall be appointed for Borrower or Guarantor or if Borrower or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by any Borrower Party, or if any proceeding for the dissolution or liquidation of Borrower or Guarantor shall be instituted, or if Borrower or Guarantor is substantively consolidated with any other Person; provided, however, if such appointment, adjudication, petition, proceeding or consolidation was involuntary and not consented to, acquiesced in by or solicited by any Borrower Party, such Event of Default shall be deemed cured and no longer continuing if such proceeding is discharged, stayed or dismissed within ninety (90) days of commencement of the same;

(iv) any Borrower Party is adjudicated insolvent or bankrupt;

(v) any Borrower Party suffers appointment of any custodian or the like for it or for any substantial portion of its property and such appointment continues unchanged or unstayed for a period of ninety (90) days after commencement of such appointment;

(vi) any Borrower Party makes a general assignment for the benefit of creditors; or

(vii) any Borrower Party takes any action for the purpose of effecting any of the foregoing.

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For purposes of an Event of Default under subsections 7.1(d)(i) , (ii) , and (iv)- (vii) only, Borrower Party shall not include Initial Approved Property Manager or any other Approved Property Manager that is an Affiliate of Borrower or Guarantor.

(e) Transfers . Any Transfer that is not a Permitted Transfer.

(f) Property Taxes . If any of the Property Taxes or other charges imposed by any Governmental Authority are not paid when due (provided that it shall not be an Event of Default if there are sufficient funds in the Basic Carrying Costs Escrow Account to pay such amounts when due, no other Event of Default is continuing, Borrower shall have provided Lender with copies of the applicable Property Tax bills in accordance with Section 3.4(d) , and Servicer fails to direct such payment to be made in violation of this Agreement).

(g) Insurance . Borrower shall fail to maintain in full force and effect all Policies required hereunder; except to the extent that such Policies lapse due to the nonpayment of Insurance Premiums and either (x) sums sufficient to make such payments are on deposit in the Basic Carrying Costs Escrow Account or aggregate sums are on deposit in the Cash Management Account sufficient to make such payment and the other payments required to be made pursuant to Section 3.2(b) or Section 3.4(d) , as applicable, and, in either case, Lender’s access to such sums is not restricted or constrained in any manner and Lender fails to apply such funds in violation of the Loan Documents; or (y) (A) Lender has not received evidence of the insurance required hereunder being renewed at least three (3) Business Days prior to expiration of the Policies or (B) copies of the Policies (or other evidence of required insurance reasonably acceptable to Lender) are not delivered to Lender on or prior to the date the same are to be delivered hereunder and such failure specified in this clause (B) continues for ten (10) days following written notice from Lender to Borrower thereof.

(h) ERISA; Negative Covenants . A default shall occur in the due performance or observance by Borrower of any term, covenant or agreement contained in Sections 5.8 , 6.1 , 6.2 , 6.4 , 6.5 , 6.6 , 6.8 ( provided , that in the case of a breach of Section 6.8 only, such breach shall not constitute an Event of Default in the event that such breach shall be remedied within ten (10) Business Days after written notice thereof from Lender), 6 .10 , 6.13 , 6.15 ( provided , that in the case of a breach of Section 6.15 only, such breach shall not constitute an Event of Default in the event that such breach shall be remedied within a timely manner and in any event within not more than ten (10) days of Lender’s written request and within ten (10) days following the written request of Lender, Borrower delivers an update to the Nonconsolidation Opinion acceptable to Lender from a nationally recognized law firm (or a reputable law firm reasonably approved by Lender) confirming that such breach does not alter the opinions given therein), 6.16 and 6.17 ( provided , that in the case of a breach of Section 6.17 only, such breach shall not constitute an Event of Default in the event that such breach shall be remedied within thirty (30) days after written notice thereof from Lender).

(i) Interest Rate Cap Agreement . If Borrower fails to obtain or maintain an Interest Rate Cap Agreement or replacement thereof in accordance with the terms of this Agreement.

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(j) Enforceability of Loan Documents . If any Loan Documents shall fail to be in full force and effect to give Lender the rights, powers and privileges (to the extent necessary for Lender to adequately obtain the practical realization of the principal benefits intended to be provided) and/or the Liens purported to be created thereby, or if Borrower or Guarantor shall assert that any Loan Document is not in full force and effect or fails to give Lender the rights, powers and privileges (to the extent necessary for Lender to adequately obtain the practical realization of the principal benefits intended to be provided) and/or the Liens purported to be created thereby.

(k) Taking . If the Property shall be taken (other than as a result of a Condemnation in accordance with this Agreement), attached, sequestered on execution or other process of law in any action against Borrower; and such action is not stayed or bonded over in a manner acceptable to Lender within thirty (30) days thereof, or is not capable of being bonded over or stayed in a manner acceptable to Lender.

(l) Patriot Act . If Borrower or Guarantor, or any direct or indirect owner thereof (other than shareholders or other equityholders of publicly traded shares or equity interests) shall be convicted of a Patriot Act Offense by a court of competent jurisdiction.

(m) Severance . Borrower fails to comply with any of the terms, covenants or conditions of Section 9.36 after expiration of ten (10) Business Days after written notice thereof from Lender.

(n) Unpermitted Liens . Subject to Borrower’s right to contest set forth in and in accordance with this Agreement, if the Property becomes subject to any mechanic’s, materialman’s or other Lien except a Permitted Encumbrance.

(o) Management Agreements . A breach of the covenants set forth in Sections 5.10 , 5.23 or 5.24 hereof.

(p) Tax Filings . A breach of any representation, warranty or covenant contained in Section 4.7 hereof.

(q) Covenant Breaches . A breach of the covenants set forth in Sections 5.11 , 5.12 , 5.13 or 5.5 hereof.

(r) Non-Consolidation Opinion . If any of the assumptions contained in the Nonconsolidation Opinion, or in any other non-consolidation opinion delivered to Lender in connection with the Loan, or in any other non-consolidation opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect.

(s) Legal Requirements . Borrower shall fail to cure properly any violations of Legal Requirements affecting all or any portion of the Property within thirty (30) days after Borrower first receives written notice of any such violations; provided, however, if any such violation cannot be cured within such 30 day period, then Borrower shall be permitted up to an additional sixty (60) days to cure such violation provided that Borrower commences a cure within such initial 30-day period and thereafter diligently and continuously pursues such cure and such longer cure period does not violate the requirements set forth in the written notice.

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(t) Guarantor Default . A breach by Guarantor of the Guarantor Net Worth Covenant.

(u) Deferred Maintenance Conditions . A breach of the covenant set forth in Section 5.2(b) ; provided , that such breach shall not constitute an Event of Default in the event that such breach shall be remedied within sixty (60) days following the expiration of the applicable time period for remediation of the applicable Deferred Maintenance Condition.

(v) Other Covenants . A default shall occur in the due performance or observance by Borrower of any term, covenant or agreement (other than those referred to in any other subsection of this Section 7.1 ) contained in this Agreement or in any of the other Loan Documents, except that in the case of a default that can be cured by the payment of money, such default shall not constitute an Event of Default unless and until it shall remain uncured for ten (10) days after Borrower receives written notice thereof from Lender; and in the case of a default that cannot be cured by the payment of money but is susceptible of being cured within thirty (30) days, such default shall not constitute an Event of Default unless and until it remains uncured for thirty (30) days after Borrower receives written notice thereof from Lender, provided that promptly following its receipt of such written notice, Borrower delivers written notice to Lender of its intention and ability to effect such cure within such 30-day period; and if such non-monetary default is not cured within such thirty (30) day period despite Borrower’s diligent efforts, and provided further that Borrower shall have commenced to cure such Event of Default within such 30-day period shall and thereafter diligently and expeditiously proceed to cure the same, such 30-day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Event of Default, such additional period not to exceed ninety (90) days.

Section 7.2 Remedies .

(a) During the continuance of an Event of Default, Lender may by written notice to Borrower, in addition to any other rights or remedies available pursuant to this Agreement, the Notes, the Mortgage and the other Loan Documents, at law or in equity, declare by written notice to Borrower all or any portion of the Indebtedness to be immediately due and payable, whereupon all or such portion of the Indebtedness shall so become due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Collateral (including all rights or remedies available at law or in equity); provided , however , that, notwithstanding the foregoing, if an Event of Default specified in Section 7.1(d) shall occur, then the Indebtedness shall immediately become due and payable without the giving of any notice or other action by Lender. Any actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth in this Agreement or in the other Loan Documents.

(b) If Lender forecloses on any Collateral, Lender shall apply all net proceeds of such foreclosure to repay the Indebtedness, the Indebtedness shall be reduced to the extent of such net proceeds and the remaining portion of the Indebtedness shall remain outstanding and

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secured by the remaining Collateral. At the election of Lender, the Notes shall be deemed to have been accelerated only to the extent of the net proceeds actually received by Lender with respect to the Property and applied in reduction of the Indebtedness.

(c) During the continuance of any Event of Default (including an Event of Default resulting from a failure to satisfy the Insurance Requirements specified herein), Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder, take any action to cure such Event of Default. Lender may enter upon any or all of the Property upon reasonable notice to Borrower for such purposes or appear in, defend, or bring any action or proceeding to protect its interest in the Collateral or to foreclose the Mortgage or collect the Indebtedness. The out-of-pocket costs and expenses incurred by Lender in exercising rights under this Section (including reasonable attorneys’ fees), with interest at the Default Rate for the period after notice from Lender that such costs or expenses were incurred to the date of payment to Lender, shall constitute a portion of the Indebtedness, shall be secured by the Mortgage and other Loan Documents and shall be due and payable to Lender upon demand therefor.

(d) Interest shall accrue on any judgment obtained by Lender in connection with its enforcement of the Loan at a rate of interest equal to the Default Rate.

Section 7.3 Application of Payments After an Event of Default . Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default, all amounts received by Lender in respect of the Loan shall be applied at Lender’s sole discretion either toward the components of the Indebtedness ( e.g. , Lender’s expenses in enforcing the Loan, interest, principal and other amounts payable hereunder) and the Notes or Note Components in such sequence as Lender shall elect in its sole discretion, or toward the payment of Property expenses.

ARTICLE VIII

INTENTIONALLY BLANK

ARTICLE IX

MISCELLANEOUS

Section 9.1 Successors . Except as otherwise provided in this Agreement, whenever in this Agreement any of the parties to this Agreement is referred to, such reference shall be deemed to include the successors and permitted assigns of such party. All covenants, promises and agreements in this Agreement contained, by or on behalf of Borrower, shall inure to the benefit of Lender and its successors and assigns.

Section 9.2 GOVERNING LAW .

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW RULES TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (OTHER THAN ANY ACTION IN RESPECT OF THE CREATION, PERFECTION OR ENFORCEMENT OF A LIEN OR SECURITY INTEREST CREATED PURSUANT TO ANY LOAN DOCUMENTS NOT GOVERNED BY THE LAWS OF THE STATE OF NEW YORK) SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK. BORROWER AND LENDER HEREBY (i) IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (ii) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND (iii) IRREVOCABLY CONSENT TO SERVICE OF PROCESS BY MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, AT THE ADDRESS SPECIFIED IN SECTION 9.4 (AND AGREES THAT SUCH SERVICE AT SUCH ADDRESS IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER ITSELF IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT).

Section 9.3 Modification, Waiver in Writing, Approval of Lender . Neither this Agreement nor any other Loan Document may be amended, changed, waived, discharged or terminated, nor shall any consent or approval of Lender be granted hereunder, unless such amendment, change, waiver, discharge, termination, consent or approval is in writing signed by Lender. Wherever Lender’s approval is required hereunder, whether subject to Lender’s sole or reasonable discretion, such approval may be conditioned upon satisfaction of the Rating Condition with respect to such matter

Section 9.4 Notices . All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or attempted delivery, addressed as follows (except that any party hereto may change its address and other contact information for purposes hereof at any time by sending a written notice to the other parties to this Agreement in the manner provided for in this Section 9.4 ). A notice shall be deemed to have been given when delivered or upon refusal to accept delivery.

If to Lender:

H/2 Financial Funding I LLC

680 Washington Boulevard

Seventh Floor

Stamford, Connecticut 06901

Attention: Daniel Ottensoser

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With a copy to:

H/2 Financial Funding I LLC

680 Washington Boulevard

Seventh Floor

Stamford, Connecticut 06901

Attention: William Stefko

And a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Victoria Shusterman, Esq.

If to Borrower:

Maguire Properties-355 S. Grand, LLC

c/o Brookfield Office Properties

250 Vesey Street, 15th Floor

New York, New York 10281

Attention: General Counsel

with a copy to:

Maguire Properties-355 S. Grand, LLC

c/o Brookfield Office Properties

250 Vesey Street, 15th Floor

New York, New York 10281

Attention: Jason Kirschner

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

Attention: David L. Nagler, Esq.

Section 9.5 TRIAL BY JURY . LENDER AND BORROWER, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY LENDER AND BORROWER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH

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THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND BORROWER ARE EACH HEREBY INDIVIDUALLY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 9.6 Headings . The Article and Section headings in this Agreement are included in this Agreement for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 9.7 Assignment . Except as expressly permitted in Section 6.3 , Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents.

Section 9.8 Severability . Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Legal Requirements, but if any provision of this Agreement shall be prohibited by or invalid under Legal Requirements, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 9.9 Preferences; Waiver of Marshalling of Assets . Lender shall have no obligation to marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the obligations of Borrower pursuant to the Loan Documents. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder and under the Loan Documents. If any payment to Lender is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then the obligations hereunder or portion thereof intended to be satisfied by such payment shall be revived and continue in full force and effect, as if such payment had not been made. Borrower hereby waives any legal right otherwise available to Borrower that would require the sale of any Collateral either separate or apart from other Collateral, or require Lender to exhaust its remedies against any Collateral before proceeding against any other Collateral. Without limiting the foregoing, to the fullest extent permitted by law, Borrower hereby waives and shall not assert any rights in respect of a marshalling of Collateral, a sale in the inverse order of alienation, any homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral or any portion thereof in any sequence and any combination as determined by Lender in its sole discretion.

Section 9.10 Remedies of Borrower . If a claim is made that Lender or its agents have unreasonably delayed acting or acted unreasonably in any case where by law or under this Agreement or the other Loan Documents any of such Persons has an obligation to act promptly or reasonably, Borrower agrees that no such Person shall be liable for any monetary damages,

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and Borrower’s sole remedy shall be limited to commencing an action seeking specific performance, injunctive relief and/or declaratory judgment; provided , however, that the forgoing shall not prevent Borrower from obtaining a monetary judgment against Lender if it is determined by a court of competent jurisdiction that Lender acted with gross negligence, bad faith or willful misconduct. Notwithstanding anything herein to the contrary, Borrower shall not assert, and hereby waives, any claim against Lender and/or its affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable Legal Requirement) arising out of, as a result of, or in any way related to, the Loan Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 9.11 Offsets, Counterclaims and Defenses . All payments made by Borrower hereunder or under the other Loan Documents shall be made irrespective of, and without any deduction for, any offsets, counterclaims or defenses. Borrower waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Lender arising out of or in any way connected with the Notes, this Agreement, the other Loan Documents or the Indebtedness. Any assignee of Lender’s interest in the Loan shall take the same free and clear of all offsets, counterclaims or defenses against the assigning Lender.

Section 9.12 No Joint Venture . Nothing in this Agreement is intended to create a joint venture, partnership, tenancy-in-common or joint tenancy relationship between Borrower and Lender, nor to grant Lender any interest in the Property other than that of mortgagee or lender.

Section 9.13 Conflict; Construction of Documents . In the event of any conflict between the provisions of this Agreement and the provisions of the other Loan Documents, the provisions of this Agreement shall prevail. The parties acknowledge that they were each represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that the Loan Documents shall not be subject to the principle of construing their meaning against the party that drafted same.

Section 9.14 Brokers and Financial Advisors . Borrower hereby represents to Lender that, except for Eastdil Secured LLC (“ Broker ”), it has not dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of a claim by any Person (including Broker) that such Person acted on behalf of Borrower in connection with the transactions contemplated in this Agreement. The provisions of this Section 9.14 shall survive the expiration and termination of this Agreement and the repayment of the Indebtedness.

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Section 9.15 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Any counterpart delivered by facsimile, pdf or other electronic means shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Agreement.

Section 9.16 Estoppel Certificates .

(a) Borrower shall execute, acknowledge and deliver to Lender, within ten (10) Business Days after receipt of Lender’s written request therefor at any time from time to time, a statement in writing setting forth (A) the Principal Indebtedness, (B) the date on which installments of interest and/or principal were last paid, (C) any offsets or defenses to the payment of the Indebtedness, (D) that the Notes, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (E) that neither Borrower nor, to Borrower’s knowledge, Lender, is in default under the Loan Documents (or specifying any such default), (F) that all Leases are in full force and effect and have not been modified (except in accordance with the Loan Documents), (G) to Borrower’s knowledge, whether or not any of the Tenants under the Leases are in material default under the Leases (setting forth the specific nature of any such material defaults) and (H) such other matters as Lender may reasonably request. Any prospective purchaser of any interest in a Loan shall be permitted to rely on such certificate. Borrower shall not be required to deliver such certificates more frequently than one time in any 12-month period, other than the 12-month period during which a Secondary Market Transaction occurs or is attempted or if an Event of Default has occurred and is continuing.

(b) Upon Lender’s written request, Borrower shall use commercially reasonable efforts to obtain from each Tenant and thereafter promptly deliver to Lender duly executed estoppel certificates from any one or more Tenants specified by Lender, attesting to such facts regarding the Leases as Lender may reasonably require, including attestations that each Lease covered thereby is in full force and effect with no material defaults thereunder on the part of any party, that rent has not been paid more than one month in advance, except as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Borrower shall not be required to deliver such certificates more frequently than one time in any 12-month period, other than the 12-month period during which a Secondary Market Transaction occurs or is attempted or if an Event of Default has occurred and is continuing.

(c) Upon Lender’s written request, Borrower shall use commercially reasonable efforts to obtain from updated REA Estoppels in the form of REA Estoppels that were delivered to Lender on the Closing Date. Borrower shall not be required to deliver such certificates more frequently than one time in any 12-month period, other than the 12-month period during which a Secondary Market Transaction occurs or is attempted or if an Event of Default has occurred and is continuing.

(d) Borrower shall deliver to Lender, upon request, estoppel certificates from the Approved Property Manager, Approved Parking Manager and/or Approved Listing Lender, each in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not

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be required to deliver such certificates more than three (3) times during the term of the Loan and not more frequently than one time in any 12-month period, other than the 12-month period during which a Secondary Market Transaction occurs or is attempted or if an Event of Default has occurred and is continuing.

Section 9.17 General Indemnity; Payment of Expenses .

(a) Borrower, at its sole cost and expense, shall protect, indemnify, reimburse, defend and hold harmless Lender, each Lender and its respective officers, partners, members, directors, trustees, advisors, employees, agents, affiliates, successors and assigns of any and all of the foregoing (collectively, the “ Indemnified Parties ”) for, from and against any and all Damages of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising out of Lender’s interest in the Loan; provided , however , that no Indemnified Party shall have the right to be indemnified hereunder to the extent that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party; and, provided , further , that this Section 9.17(a) shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

(b) If for any reason (including violation of law or public policy) the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.17 are unenforceable in whole or in part or are otherwise unavailable to an Indemnified Party or insufficient to hold it harmless, then Borrower shall contribute to the amount paid or payable by the Indemnified Party as a result of any Damages the maximum amount Borrower is permitted to pay under Legal Requirements. The obligations of Borrower under this Section 9.17 will be in addition to any liability that Borrower may otherwise have hereunder and under the other Loan Documents.

(c) To the extent any Indemnified Party has notice of a claim for which it intends to seek indemnification hereunder, such Indemnified Party shall give prompt written notice thereof to Borrower, provided that failure by Lender to so notify Borrower will not relieve Borrower of its obligations under this Section, except to the extent that Borrower suffers actual prejudice as a result of such failure. In connection with any claim for which indemnification is sought hereunder, Borrower shall have the right to defend the applicable Indemnified Party (if requested by the applicable Indemnified Party, in the name of such Indemnified Party) from such claim by attorneys and other professionals reasonably approved by the applicable Indemnified Party. Upon assumption by Borrower of any defense pursuant to the immediately preceding sentence, Borrower shall have the right to control such defense, provided that the applicable Indemnified Party shall have the right to reasonably participate in such defense and Borrower shall not consent to the terms of any compromise or settlement of any action defended by Borrower in accordance with the foregoing without the prior consent of the applicable Indemnified Party, unless such compromise or settlement (i) includes an unconditional release of the applicable Indemnified Party from all liability arising out of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the applicable Indemnified Party. The applicable Indemnified Party shall have the right to retain its own counsel if (i) Borrower shall have failed to employ counsel reasonably satisfactory

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to the applicable Indemnified Party in a timely manner, or (ii) the applicable Indemnified Party shall have been advised by counsel that there are actual or potential material conflicts of interest between Borrower and the applicable Indemnified Party, including situations in which there are one or more legal defenses available to the applicable Indemnified Party that are different from or additional to those available to Borrower. So long as Borrower is conducting the defense of any action defended by Borrower in accordance with the foregoing in a prudent and commercially reasonable manner, Lender and the applicable Indemnified Party shall not compromise or settle such action defended without Borrower’s consent, which shall not be unreasonably withheld or delayed. Upon demand, Borrower shall pay or, in the sole discretion of the applicable Indemnified Party, reimburse the applicable Indemnified Party for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals retained by the applicable Indemnified Party in accordance with this Section 9.17 in connection with defending any claim subject to indemnification hereunder.

(d) Any amounts payable to Lender by reason of the application of this Section 9.17 shall be secured by the Mortgage and shall become due and payable five (5) Business Days after written request from Lender to Borrower and shall bear interest at the Default Rate from the expiration of such notice period until paid.

(e) The provisions of and undertakings and indemnification set forth in this Section 9.17 shall survive the satisfaction and payment in full of the Indebtedness and termination of this Agreement.

(f) Except as otherwise provided herein (including, without limitation, in Sections 9.22 and 9.38 hereof), Borrower shall reimburse Lender within ten (10) Business Days after written demand from Lender for (i) all reasonable out-of-pocket costs and expenses incurred by Lender (or any of its affiliates) in connection with the origination of the Loan, including legal fees and disbursements, accounting fees, and the costs of the Appraisal, the Engineering Report, the Title Insurance Policy, the Survey, the Environmental Report and any other third-party diligence materials; (ii) all out-of-pocket costs and expenses incurred by Lender (or any of its affiliates) in connection with (A) monitoring Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including confirming compliance with environmental and insurance requirements, (B) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters relating hereto (including Leases, Material Agreements, and Permitted Encumbrances), (C) filing, registration and recording fees and expenses and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents (including the filing, registration or recording of any instrument of further assurance) and all federal, state, county and municipal, taxes (including, if applicable, intangible taxes), search fees, title insurance premiums, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Loan Documents, any mortgage supplemental thereto, any security instrument with respect to the Collateral or any instrument of further assurance, (D) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or

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other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents or any Collateral, and (E) the satisfaction of any Rating Condition in respect of any matter required or requested by Borrower hereunder; and (iii) all out-of-pocket costs and expenses (including reasonable attorney’s fees and, if the Loan has been securitized, market rate special servicing fees) actually incurred by Lender (or any of its affiliates) in connection with the enforcement of any obligations of Borrower, or a Default by Borrower, under the Loan Documents, including any actual or attempted foreclosure, deed-in-lieu of foreclosure, refinancing, restructuring, settlement or workout and any insolvency or bankruptcy proceedings (including any applicable transfer taxes). Without limiting the foregoing, Borrower shall pay all costs, expenses and fees of Lender from Defaults by Borrower or requests by Borrower (including enforcement expenses and (1) if the Loan has been securitized, any market rate liquidation fees, workout fees, or any other similar fees and interest payable on advances made by Lender with respect to expenses of curing Borrower’s defaults under the Loan Documents, and (2) any expenses paid by Lender in respect of the protection and preservation of any Property, such as payment of taxes and insurance premiums); and the costs of all property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Lender may be required to obtain due to a request by Borrower or the occurrence of a Default.

Section 9.18 No Third-Party Beneficiaries . This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower, and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender, Borrower and Indemnified Parties any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof, and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

Section 9.19 Recourse .

(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its Affiliates, or any Exculpated Person, except for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents.

(b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the legal and other expenses of enforcing the obligations of Borrower under this Section and Guarantor under the Recourse Guaranty) resulting from or arising out of any of the following (the “ Indemnified Liabilities ”), which Indemnified Liabilities shall be guaranteed by Guarantor pursuant to the Recourse Guaranty:

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(i) Any wrongful removal at the Property of any personal property, fixtures or other Collateral following the occurrence and during the continuance of an Event of Default (other than the replacement or other disposition of obsolete or non-useful personal property and fixtures in the ordinary course of business or as otherwise permitted pursuant to the terms hereof), or intentional physical Waste, in each case, committed or permitted by any Borrower Party or any Controlled Affiliate of any such Borrower Party;

(ii) any fraud, willful misconduct or material misrepresentation committed by any Borrower Party or any Controlled Affiliate thereof, including, without limitation, knowing material misstatements in securitization offering materials approved by Borrower (which approved sections shall only include factual matters related to the Borrower Parties and the Property);

(iii) intentionally blank;

(iv) the misappropriation or misapplication by any Borrower Party or any Controlled Affiliate thereof of any funds in violation of the Loan Documents (including misappropriation or misapplication of Loss Proceeds, Revenues, Loan proceeds and/or security deposits and including a failure by Borrower to deliver to Lender any bond or other instrument held by Borrower in lieu of a cash security deposit following foreclosure of the Mortgage, the appointment of a receiver or any other exercise of Lender’s remedies under the Loan Documents);

(v) any voluntary incurrence of Debt, other than Permitted Debt; excluding any Debt incurred as a result of a failure to pay any Budgeted Operating Expenses to the extent that, after cash flow at the Property has been disbursed from the Cash Management Account in accordance with Section 3.2 , the cash flow made available to pay such Budgeted Operating Expenses is insufficient to pay such Budgeted Operating Expenses;

(vi) the filing by any Borrower Party or any Affiliate thereof (but not a bankruptcy trustee or receiver on behalf of any of the foregoing) of a motion for substantive consolidation of Borrower into another entity citing the breach of any covenant set forth in Section 6.15 as a primary factor in such motion;

(vii) the failure by a Borrower Party or any Controlled Affiliate thereof to apply available funds from cash flow at the Property (after such cash flow has been disbursed from the Cash Management Account in accordance with Section 3.2) to pay or maintain the Policies or to pay the amount of any deductible required thereunder following a Casualty or other insurance claim, excluding any such failure resulting from Lender’s failure to disburse funds from cash flow at the Property that are sufficient to pay such amounts;

(viii) the failure by a Borrower Party or any Controlled Affiliate thereof to apply available funds from cash flow at the Property (after such cash flow has been disbursed from the Cash Management Account in accordance with Section 3.2) to pay

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Property Taxes, excluding any such failure resulting from Lender’s failure to disburse funds from cash flow at the Property that are sufficient to pay such Property Taxes;

(ix) the failure by a Borrower Party or any Controlled Affiliate thereof to apply available funds from cash flow at the Property (after such cash flow has been disbursed from the Cash Management Account) in accordance with Section 3.2) to pay charges (including charges for labor and materials) that results in a Lien on the Property, unless contested by Borrower in good faith and otherwise in accordance with the terms of this Agreement and the other Loan Documents;

(x) the material breach of Section 6.15 excluding any breach resulting solely from a failure of the Property to generate sufficient cash flow or a failure of Guarantor to contribute additional capital;

(xi) any Borrower Party or any Affiliate of any Borrower Party raises defenses to Lender’s pursuit of any remedies under the Loan Documents, which defenses are found by a court of competent jurisdiction to be without merit and raised in bad faith;

(xii) any liabilities of Borrower related to Borrower’s ownership of assets, if any, prior to the date hereof that do not constitute collateral for the Loan; and

(xiii) any fees or commissions paid by Borrower to any Affiliate in violation of the terms of the Loan Documents, it being understood that Approved Manager shall be entitled to be paid its then current management fees at all times while it is performing services under the Approved Management Agreement.

In addition to the foregoing, the Loan shall be fully recourse to Borrower and Guarantor, jointly and severally, if:

(i) there is any (a) Transfer of a fee interest in the Property or a ground lease or Master Lease of the Property, or (b) Transfer of any direct or indirect equity interests in Borrower that causes a change of Control of Borrower, in each case, in violation of the terms of this Agreement; provided , that a mechanics’ or materialmens’ liens shall not constitute a Transfer in violation of the Loan Documents for purposes hereof;

(ii) Borrower encumbers the Property or any other Collateral, in each case, to secure additional financing, or Borrower’s equityholders incur prohibited mezzanine financing, in each case, without the prior written consent of Lender;

(iii) any petition for bankruptcy, insolvency, dissolution or liquidation under the Bankruptcy Code or any similar federal or state law is voluntarily filed by Borrower, consented to, or acquiesced in by, any Borrower Related Party;

(iv) any Borrower Related Party shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Borrower; or

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(v) Borrower fails to comply with any representation, warranty or covenant set forth in Section 6.15 hereof or failing to maintain its status as a Single- Purpose Entity, as required by, and in accordance with, the terms and provisions of this Agreement that results in a substantive consolidation of Borrower with any of its Affiliates.

(c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Note, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to foreclose and/or enforce its rights with respect to the Collateral after the occurrence and during the continuance of an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or to require that all Collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Notes (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Notes upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable Legal Requirements, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan Documents. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Notes or under any Loan Documents, but are intended as a limitation, to the extent provided in this Section, on Lender’s right to sue for a deficiency or seek a personal judgment except as required in order to realize on the Collateral.

Section 9.20 Right of Set-Off . In addition to any rights now or hereafter granted under Legal Requirements or otherwise, and not by way of limitation of any such rights, during the continuance of an Event of Default, Lender may from time to time, without presentment, demand, protest or other notice of any kind (all of such rights being hereby expressly waived), set-off and appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by Lender (including branches, agencies or affiliates of Lender wherever located) to or for the credit or the account of Borrower against the obligations and liabilities of Borrower to Lender hereunder, under the Notes, the other Loan Documents or otherwise, irrespective of whether Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of Lender subsequent thereto.

Section 9.21 Exculpation of Lender . Lender neither undertakes nor assumes any responsibility or duty to Borrower or any other party to select, review, inspect, examine, supervise, pass judgment upon or inform Borrower or any third party of (a) the existence, quality, adequacy or suitability of appraisals of the Property or other Collateral, (b) any

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environmental report, or (c) any other matters or items, including engineering, soils and seismic reports that are contemplated in the Loan Documents. Any such selection, review, inspection, examination and the like, and any other due diligence conducted by Lender, is solely for the purpose of protecting Lender’s rights under the Loan Documents, and shall not render Lender liable to Borrower or any third party for the existence, sufficiency, accuracy, completeness or legality thereof.

Section 9.22 Servicer . At the option of Lender, the Loan may be serviced by a servicer or special servicer (the “ Servicer ”) selected by Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement between Lender and Servicer. Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower agrees that Strategic Asset Services LLC shall be the initial Servicer hereunder. Lender shall be responsible for the fees, costs and expenses of any Servicer (including any monthly servicing fees), except that, if the Loan has been securitized, Borrower shall be responsible for any special servicing fees due and owing during the continuance of an Event of Default in accordance with Section 9.17 .

Section 9.23 No Fiduciary Duty .

(a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, accounting, tax and other information provided to, discussed with or reviewed by Lender for such purposes, and Lender does not assume any liability therefor or responsibility for the accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective equityholders and employees (for purposes of this Section, the “ Lending Parties ”) have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Guarantor, Borrower or any other Person or any of their respective affiliates or to advise or opine on any related solvency or viability issues.

(b) It is understood and agreed that (i) the Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (ii) the Transaction is an arm’s-length commercial transactions between the Lending Parties, on the one hand, and Borrower, on the other, (iii) each Lending Party is acting solely as principal and not as the agent or fiduciary of Borrower, Guarantor or their respective affiliates, stockholders, employees or creditors or any other Person and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Guarantor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Guarantor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Guarantor nor any of their respective affiliates shall make, and hereby waives, any claim against the Lending Parties based on an assertion that any Lending Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, Guarantor of their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including

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affiliates, stockholders, employees or creditors of Borrower and Guarantor) any rights or remedies by reason of any fiduciary or similar duty.

(c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Guarantor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Guarantor and/or their respective affiliates, or (iii) have other relationships with Borrower, Guarantor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Guarantor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Guarantor or any of their respective affiliates or to use such information on behalf of Borrower, Guarantor or any of their respective affiliates.

(d) Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to this Agreement, the other Loan Documents, the Transaction and the process leading thereto.

Section 9.24 Borrower Information . Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request that is reasonably available to Borrower or to any Affiliate of Borrower. Lender shall have the right to disclose any and all information provided to Lender by Borrower or Guarantor regarding Borrower, Guarantor, the Loan and the Property (i) to Lender, (i) to Affiliates of Lender and to Lender’s agents and advisors, (ii) to any actual or potential assignee, transferee or participant in connection with a Secondary Market Transaction, and to any investors or prospective investors, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a party to a repurchase agreement with respect to the Loan; provided , that prior to providing any such information Lender shall notify such Person that the confidential information being provided is confidential and Lender shall instruct such person to keep the confidential information

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confidential, (iii) to any Rating Agency in connection with a Secondary Market Transaction or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process (provided, that, Lender shall provide only that portion of the confidential information that is so requested or legally required to be provided), and (vi) in any disclosure documents in connection with a Secondary Market Transaction. In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

Section 9.25 PATRIOT Act Records . Lender hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower and Guarantor, which information includes the name and address of Borrower and Guarantor and other information that will allow Lender to identify Borrower or Guarantor in accordance with the PATRIOT Act.

Section 9.26 Prior Agreements . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL PRIOR AGREEMENTS AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR WRITTEN, INCLUDING ANY TERM SHEETS, CONFIDENTIALITY AGREEMENTS AND COMMITMENT LETTERS, ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

Section 9.27 Publicity . All news releases, publicity or advertising by any party hereto or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents shall be subject to the prior review and approval of the other party (which approval shall not be unreasonably withheld, conditioned or delayed); provided, that Borrower may state in earnings calls and public filings that a financing has occurred which does not mention Lender or any Affiliates of Lender, any of the material terms of the Loan (other than the Loan amount including stating that there is a

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$20,000,000 future funding component) without Lender’s consent. The foregoing shall not apply to any promotional or marketing materials that are prepared by or on behalf of Lender in connection with any actual and/or potential Secondary Market Transaction, it being agreed that Lender shall have the right to issue, without Borrower’s approval, and Borrower hereby authorizes Lender to issue, such promotional and marketing in connection with any actual and/or potential Secondary Market Transaction.

Section 9.28 Delay Not a Waiver . Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, under any other Loan Document or under any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable hereunder or under any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Notes or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 9.29 Survival; Successors and Assigns . This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Indebtedness are outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 9.30 Lender’s Discretion; Rating Agency Review Waiver .

(a) Whenever pursuant to this Agreement Lender exercises any right given to it to approve or disapprove any matter, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove such matter or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Prior to a securitization of the Loan, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove any matter, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove such matter or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefor.

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the Rating Agency Confirmation requirement shall be deemed to be satisfied with respect to such matter. It is expressly agreed and understood, however, that receipt of a Review Waiver (i) from any one Rating Agency shall not be binding or apply with respect to any other Rating Agency and (ii) with respect to one matter shall not apply or be deemed to apply to any subsequent matter for which Rating Agency Confirmation is required. Prior to a securitization of the Loan or in the event that there is a Review Waiver, if Lender does not have a separate and independent approval right with respect to the matter in question, then the term Rating Agency Confirmation shall be deemed instead to require the prior written consent of Lender.

Section 9.31 Co-Lender Agreement . Borrower hereby acknowledges and agrees that if Lender assigns any portion of its interest in the Loan pursuant to Section 9.7 , Lender and any such assignees may enter into one or more co-lender agreements (each, a “ Co-Lender Agreement ”) pursuant to which, among other things, Lender shall agree upon rights of Lender and such assignees as among themselves and the manner in which Lender shall administer the Loan. Any Co-Lender Agreement will be solely for the benefit of Lender and the applicable assignees, and no Borrower Party nor any other Person shall be a third party beneficiary of any of the provisions therein, or have any rights thereunder or be entitled to rely on any of the provisions contained therein. Neither Lender nor any assignee shall have any obligation to disclose to Borrower Parties or any of their respective Affiliates the contents of any Co-Lender Agreement. Each Borrower Party’s obligations under the Loan Documents are and will be independent of any Co-Lender Agreement and shall remain unmodified by the provisions thereof (although Borrower acknowledges that with respect to certain approvals, calculations and other decisions hereunder, any Co-Lender Agreement may require Lender to consult with or receive the approval of one or more Persons who are a party to such Co-Lender Agreement prior to providing its own approval or determination regarding the same, it being agreed, however, that any such additional approval of a co-Lender shall not modify the standard of approval that Lender is bound to pursuant to the terms of this Agreement).

Section 9.32 Contractual Recognition of Bail-In .

(a) Notwithstanding anything to the contrary herein, in any Loan Document or in any other agreement, arrangement or understanding between Borrower and/or Lender, each party hereto acknowledges and accepts that any liability of any EEA Financial Institution arising under this Agreement or any Loan Document, to the extent such liability in unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution;

(ii) the effect of the Write-Down and Conversion Powers by the EEA Resolution Authority in relation to any such liabilities arising hereunder, including, if applicable: (1) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability, or a cancellation of any such liability; (2) a conversion of all, or part of, any such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent

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entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (3) the variation of the terms of any Loan Document in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

(b) The following definitions apply only to this Section 9.32 :

(i) “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

(ii) “ Bail-In Legislation ” means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU (as amended or re-enacted or successor thereto) establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or Regulation as described in the EU Bail-In Legislation Schedule from time to time.

(iii) “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

(iv) “ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein, Norway and any other member of the European Economic Area at any given time.

(v) “ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution and/or which otherwise has authority to exercise or regulate a Bail-In Action.

(vi) “ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

(vii) “ Regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization.

(viii) “ Write-Down and Conversion Powers ” means in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time,

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the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation.

Section 9.33 Sale of Loan .

(a) Each Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof, (ii) to issue or sell one or more participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or one or more pooled loan securitizations, without the consent of Borrower or any other Person. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “ Secondary Market Transaction ”. Any certificates, notes or other securities issued in connection with a Secondary Market Transaction are hereinafter referred to as “ Securities ”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions. Notwithstanding the foregoing, so long as no Event of Default exists, until such time as all Future Advances have been fully funded, the obligation to fund Future Advances may only be assigned to a Lender with a minimum net worth of at least $270,000,000.00, which Future Advances may be evidenced by a separate Note.

(b) If requested by Lender, Borrower shall reasonably and promptly assist and cooperate with Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, applicable Legal Requirements and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to:

(i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower and the Manager (provided, that, Borrower shall not be required to provide any financial statements of Manager), (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to the Property, and (C) assist and cooperate with Lender’s procurement of updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender;

(ii) provide updates to the opinions of counsel delivered in connection with the Closing, which may be relied upon by Lender and its successors, assigns and participants, underwriters and their respective counsel, agents and representatives, which counsel and opinions shall be reasonably satisfactory to Lender (provided, that, Borrower shall not be required to have its legal counsel deliver a “10b-5” opinion in connection with any Secondary Market Transaction);

(iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents to the extent applicable;

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(iv) execute amendments to the Loan Documents and Borrower’s organizational documents and such other documents requested by Lender, including without limitation, those documents required pursuant to Section 9.37 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (x) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, (y) alter the rights or increase the obligations of Borrower or Guarantor under the Loan Documents, or (z) subject to Section 9.37 , modify or amend any other economic or other material term of the Loan; and

(v) at Lender’s request, make Guarantor and such representatives of Borrower requested by Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrower’s offices, at reasonable times during normal business hours and upon not less than twenty-four (24) hour prior notice (which may be given telephonically).

(c) Lender may disclose to an assignee (or proposed assignee), participant (or proposed participant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Property is located), accountants, and/or attorneys, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person shall be advised of and acknowledge the confidentiality of any non-public or confidential information received by it and executes Lender’s then standard form of confidentiality agreement.

(d) In connection with any Secondary Market Transaction, Lender shall have the right, and Borrower hereby authorized Lender to disclose any and all information in Lender’s possession regarding Borrower, Guarantor, Approved Property Manager, the Property and/or the Loan in any document or in any promotional or marketing materials that are prepared by or on behalf of Lender in connection with such Secondary Market Transaction or in connection with any oral or written presentation made by or on behalf of Lender, including, without limitation, to any actual or potential investors; provided , that any recipient of such information shall be advised of the confidential nature of such information.

Section 9.34 Secondary Market Indemnification .

(a) Borrower understands that information provided to Lender by Borrower and its agents, counsel and representatives may be included in preliminary and final disclosure documents in connection with any Secondary Market Transaction and may be made available to investors or prospective investors in the Securities, investment banking firms, accounting firms, law firms and other third-party advisory and service providers relating to any Secondary Market Transaction (collectively, “ Disclosure Recipients ”).

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(b) Borrower hereby agrees to indemnify Lender (and for purposes of this Section 9.34 , Lender shall include the initial lender(s), any of their assignees or their successors and assigns and their respective officers and directors) (collectively, the “ Lender Group ”) for any losses, claims, damages or liabilities (collectively, the “ Liabilities ”) to which the Lender Group may become subject insofar as the Liabilities arise out of, or are based upon, (A) any untrue statement of any material fact contained in the information provided to Lender by Borrower and its agents, counsel and representatives, or (B) the omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, in light of the circumstances under which they were made, not misleading. Borrower also agrees to reimburse the Lender Group for any third party legal or other expenses actually and reasonably incurred by the Lender Group in connection with investigating or defending the Liabilities. Borrower’s liability under this paragraph will be limited to Liability that arises out of, or is based upon, an untrue statement or omission made in reliance upon, and in conformity with, information furnished to Lender by or on behalf of Borrower in connection with the underwriting or closing of the Loan, including financial statements of Borrower, operating statements and rent rolls with respect to the Property, which information was prepared by or on behalf of Borrower. This indemnification provision will be in addition to any liability which Borrower may otherwise have. Borrower acknowledges and agrees that any Person that is included in the Lender Group that is not a direct party to this Agreement shall be deemed to be a third-party beneficiary to this Agreement with respect to this Section 9.34(b) . Notwithstanding the foregoing, Borrower shall not be responsible for any Liabilities to the extent arising out of untrue statements provided to Disclosure Recipients to the extent that Borrower notifies Lender in writing (which notice may be by electronic mail) that Borrower disagrees with such statement prior to Lender providing the same to such Disclosure Recipients; provided , that Borrower is provided such information at least five (5) Business Days prior to such information being provided to Disclosure Recipients. Within five (5) Business Days after Lender’s written request, Borrower shall execute and deliver to Lender a separate indemnification and reimbursement agreement in favor of the Lender Group in form and substance consistent with the indemnification and reimbursement obligations of Borrower under this Section 9.34(b) , but subject to the terms of the prior sentence.

(c) Promptly after receipt by an indemnified party under this Section 9.34 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9.34 , notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the indemnifying party. In the event that any action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party pursuant to the immediately preceding sentence of this Section 9.34(c) , such indemnifying party shall not pay for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such

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action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party at the cost of the indemnifying party. The indemnifying party shall not be liable for the expenses of more than one separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to any other indemnified party. Without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed), no indemnifying party shall settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any indemnified party is an actual or potential party to such claim, action, suit or proceeding) unless the indemnifying party shall have given Lender reasonable prior written notice thereof and shall have obtained an unconditional release of each indemnified party hereunder from all liability arising out of such claim, action, suit or proceedings, and such settlement requires no statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 9.34(b) or (c) is for any reason held to be unenforceable as to an indemnified party in respect of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Sections 9.34(b) or (c), the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) Borrower’s relative knowledge and access to information concerning the matter with respect to which the claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender and Borrower hereby agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation.

(e) The liabilities and obligations of both Borrower, Lender under this Section 9.34 shall survive the termination of this Agreement and the satisfaction and discharge of the Indebtedness.

Section 9.35 Register .

(a) Lender, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in the United States a register for the recordation of the names and addresses of Lenders, and the principal amounts (and stated interest) of the Loan (or portions thereof) owing to each Lender pursuant to the terms hereof from time to time and each repayment with respect to the principal amount (and stated interest) of the Loan of each Lender (the “ Register ”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s or any Lender’s obligations in respect of the Loan. Without limiting the terms

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and provisions of Section 9.33 hereof, no assignment, sale, negotiation, pledge, hypothecation or other transfer of any part of any Lender’s interest in and to the Loan shall be effective until such Lender shall have provided Lender maintaining the Register with written notice of such transfer and such assignee’s name and address. The entries in the Register shall be conclusive absent manifest error, and Borrower and Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Lender hereby agrees to indemnify Lender and to hold Lender harmless from any actions, suits, claims, demands, liabilities, losses, damages, obligations and actual costs and expenses which Lender sustains or incurs as a consequence of Lender maintaining the Registry, except to the extent such loss or expense is caused by Lender’s fraud or willful misconduct.

(b) Borrower agrees that each participant shall be entitled to the benefits of Section 1.8 (subject to the requirements and limitations therein, including the requirements under Section 1.8(b) (it being understood that the documentation required under Section 1.8(b) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.33 ; provided that such participant shall not be entitled to receive any greater payment under Section 1.8 , with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the participant acquired the applicable participation. Each Lender that sells a participation interest in the Loan shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan (or portion thereof) or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in the Loan or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Treasury Regulation Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Lender shall have no responsibility for maintaining a Participant Register.

(c) This Section 9.35 , the Register and the Participant Register are intended to be construed so that the Note is at all times maintained in “registered form” within the meaning of Treasury Regulation Section 5f.103-1(c) of the United States Treasury Regulations (or any other successor provision of such regulations).

Section 9.36 Severance . Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to require to execute and deliver “component” notes and/or one or more substitute notes evidencing the portion of the Loan held by a particular Lender (and the term “Note” as used in this Agreement and in all the other Loan Documents shall include all such component notes and/or substitute notes but shall exclude any Note

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replaced by the same), and/or modify the Loan in order to create one or more senior and subordinate notes (e.g., an A/B or A/B/C structure) or pari passu notes and/or one or more additional components of the Note or Notes (including the implementation of a mezzanine loan structure secured by a pledge of direct and indirect ownership interests, which may require the creation of additional borrower entities), reduce the number of components of the Note, revise the interest rate for each component, reallocate the principal balances of the Note and/or the components, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or divide the Loan into one or more pari passu or mezzanine and mortgage component(s); provided that, in each case, the Principal Indebtedness of all components at all times after the effective date of such modification equals the Principal Indebtedness immediately prior to such modification and the weighted average of the interest rates for all components at all times after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification (provided, that, the weighted average interest rate may change only if there is a repayment of principal during the continuance of any Event of Default and/or the application of Net Proceeds as a result of a Casualty or Condemnation). At Lender’s election, each note comprising the Loan may be subject separately to one or more Secondary Market Transaction. Lender shall have the right to modify the Note and/or Notes and any components in accordance with this Section 9.36 and, provided that such modification shall comply with the terms of this Section 9.36 , such modification shall become immediately effective. If requested by Lender, Borrower shall promptly execute an amendment to the Loan Documents to evidence any such modification. Borrower shall (1) cooperate with all reasonable requests of Lender in order to establish the “component” notes or mezzanine loan documents, and (2) execute and deliver such documents as shall be required by Lender in connection therewith, all in form and substance satisfactory to Lender, including, without limitation, the severance of security documents if requested; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the weighted interest rate effective immediately prior to such modification, the stated maturity date or the amortization of principal as set forth herein or in the Note (provided, that, the weighted average interest rate may change only if there is a repayment of principal during the continuance of any Event of Default and/or the application of Net Proceeds as a result of a Casualty or Condemnation), (ii) alter the rights or increase the obligations of Borrower or Guarantor under the Loan Documents (other than to a de minimis extent and excluding obligations that are customary to the creation of a mezzanine structure or admission of new Lenders or participants), or (iii) subject to Section 9.36, modify or amend any other economic or other material term of the Loan (other than to a de minimis extent).

Section 9.37 Cooperation; Execution; Delivery . In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.37 after expiration of ten (10) Business Days after notice thereof.

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Section 9.38 Costs and Expenses . In connection with any Secondary Market Transaction, Borrower shall be responsible for its own legal fees incurred in connection with such Secondary Market Transaction and Lender shall be responsible for all other costs and expenses incurred in connection with such Secondary Market Transaction.

Section 9.39 Agent . Lender may delegate any and all rights and obligations of Lender hereunder and under the other Loan Documents to an administrative and collateral agent for the ratable benefit of Lender and its successors and/or assigns as holders of the Notes (“ Agent ”) upon written notice by Lender to Borrower, whereupon any notice or consent from Agent to Borrower, and any action by Agent on Lender’s behalf, shall have the same force and effect as if Agent was Lender. Lender hereby advises Borrower that, as of the date hereof, Strategic Asset Services LLC (“ SAS ”) is designated by Lender as the initial Agent. Until Lender notifies Borrower in writing that SAS has been terminated as Agent or if SAS resigns as Agent, SAS (as the initial Agent) shall serve as the primary point of contact for Borrower with respect to the Loan and shall process all of Borrower’s requests for approval hereunder (including, without limitation, approval of each Notice of Borrowing and approval of any Major Lease). Borrower shall have the right to rely on instructions and other communications received from Agent to the same extent as if such instructions or other communications were received directly from Lender.

Section 9.40 Schedules and Exhibits Incorporated . The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

SIGNATURE PAGES TO FOLLOW

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Lender and Borrower are executing this Agreement as of the date first above written.

LENDER:

H/2 FINANCIAL FUNDING I LLC ,

a Delaware limited liability company

By: /s/ DAN OTTENSOSER
Name: Dan Ottensoser
Title: Authorized Signatory

By: /s/ KEITH LEE
Name: Keith Lee
Title: Authorized Signatory

[Signature Page to Loan Agreement]

BORROWER:

MAGUIRE PROPERTIES – 335 S. GRAND,

LLC , a Delaware limited liability company

By: /s/ JASON KIRSCHNER
Name: Jason Kirschner
Title: Senior Vice President, Finance

[Signature Page to Loan Agreement]

Exhibit I

Organizational Chart

[Attached]

Exhibit I

Exhibit II

Form of Subordination, Non-Disturbance and Attornment Agreement

Recording Requested by

and when Recorded Return to:

_____________________________

SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT

This SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (the “ Agreemen t”) is dated as of _____________ ____, 2016, and is by and among MAGUIRE PROPERTIES - 355 S. GRAND, LLC , a Delaware limited liability company, having an office at 250 Vesey Street, 15th Floor, New York, New York (“ Landlord ”), [__________________________, a ____________________________, having an office at ________________________] (“ Tenant ”), and [H/2 FINANCIAL FUNDING I LLC, a Delaware limited liability company], having an address at 680 Washington Boulevard, Seventh Floor, Stamford, Connecticut 06901, as an agent and a lender (together with its successors and/or assigns, “ Lender ”)

WHEREAS, Lender has made or intends to make a loan to Landlord (the “ Loan ”), which Loan shall be evidenced by one or more promissory notes (as the same may be amended, modified, restated, severed, consolidated, renewed, replaced, or supplemented from time to time, the “ Promissory Note ”) and secured by, among other things, that certain _____________________________________ (as the same may be amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time, the “ Mortgage ”) recorded in the Official Records of Los Angeles County on _______________ _____, 2016, as Document No. _______________, encumbering the real property located at 355 S. Grand Avenue, Los Angeles California, 235 S. Hill Avenue, Los Angeles, California, and , more particularly described on Exhibit A annexed hereto and made a part hereof (the “ Property ”);

WHEREAS, by a lease agreement (the “ Lease ”) dated [___________, _____], between Landlord (or Landlord's predecessor in title) and Tenant, Landlord leased to Tenant a portion of the Property, as said portion is more particularly described in the Lease (such portion of the Property hereinafter referred to as the “ Premises ”);

WHEREAS, Tenant acknowledges that Lender will rely on this Agreement in making the Loan to Landlord; and

Exhibit II
1

WHEREAS, Lender and Tenant desire to evidence their understanding with respect to the Mortgage and the Lease as hereinafter provided.

NOW , THEREFORE , in consideration of the mutual agreements hereinafter set forth, the parties hereto hereby agree as follows:

2. Lender agrees that if Lender exercises any of its rights under the Mortgage, including entry or foreclosure of the Mortgage or exercise of a power of sale under the Mortgage, Lender will not disturb Tenant's right to use, occupy and possess the Premises under the terms of the Lease so long as Tenant is not in default beyond any applicable grace period under any term, covenant or condition of the Lease.

3. If, at any time Lender (or any person, or such person's successors or assigns, who acquires the interest of Landlord under the Lease through foreclosure of the Mortgage or otherwise) shall succeed to the rights of Landlord under the Lease as a result of a default or event of default under the Mortgage, Tenant shall attorn to and recognize such person so succeeding to the rights of Landlord under the Lease (herein sometimes called “ Successor Landlord ”) as Tenant's landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments. Although said attornment shall be self-operative, Tenant agrees to execute and deliver to Lender or to any Successor Landlord, such other instrument or instruments as Lender or such other person shall from time to time request in order to confirm said attornment.

4. Landlord authorizes and directs Tenant to honor any written demand or notice from Lender instructing Tenant to pay rent or other sums to Lender rather than Landlord (a “ Payment Demand ”), regardless of any other or contrary notice or instruction which Tenant may receive from Landlord before or after Tenant's receipt of such Payment Demand. Tenant may rely upon any notice, instruction, Payment Demand, certificate, consent or other document from, and signed by, Lender and shall have no duty to Landlord to investigate the same or the circumstances under which the same was given. Any payment made by Tenant to Lender or in response to a Payment Demand shall be deemed proper payment by Tenant of such sum pursuant to the Lease.

5. If Lender shall become the owner of the Property or the Property shall be sold by reason of foreclosure or other proceedings brought to enforce the Mortgage or if the

Exhibit II
2

Property shall be transferred by deed in lieu of foreclosure, Lender, or any Successor Landlord shall not be:

(a) liable for any act or omission of any prior landlord (including Landlord) or bound by any obligation to make any payment to Tenant which was required to be made prior to the time Lender succeeded to any prior landlord (including Landlord); or

(b) obligated to cure any defaults of any prior landlord (including Landlord) which occurred, or to make any payment to Tenant which was required to be paid by any prior landlord (including Landlord), prior to the time that Lender, or any Successor Landlord succeeded to the interest of such landlord under the Lease; or

(c) obligated to perform any construction obligations of any prior landlord (including Landlord) under the Lease or liable for any defects (latent, patent or otherwise) in the design, workmanship, materials, construction or otherwise with respect to improvements and buildings constructed on the Property; or

(d) subject to any offsets, defenses or counterclaims which Tenant may be entitled to assert against any prior landlord (including Landlord); or

(e) bound by any payment of rent or additional rent by Tenant to any prior landlord (including Landlord) for more than one month in advance; or

(f) bound by any amendment, modification, termination or surrender of the Lease made without the written consent of Lender; or

(g) liable or responsible for or with respect to the retention, application and/or return to Tenant of any security deposit paid to any prior landlord (including Landlord), whether or not still held by such prior landlord, unless and until Lender or any Successor Landlord has actually received said deposit for its own account as the landlord under the Lease as security for the performance of Tenant's obligation under the Lease (which deposit shall, nonetheless, be held subject to the provisions of the Lease).

6. Tenant hereby represents, warrants, covenants and agrees to and with Lender:

Exhibit II
3

necessary to cure such default (including but not limited to commencement of foreclosure proceedings) during which period Lender may elect (but shall not be obligated) to seek to cure such default, prior to taking any action to terminate the Lease. If the Lease shall terminate for any reason, upon Lender’s written request given within thirty (30) days after such termination, Tenant, within fifteen (15) days after such request, shall execute and deliver to Lender a new lease of the Premises for the remainder of the term of the Lease and upon all of the same terms, covenants and conditions of the Lease;

(b) that Tenant is the sole owner of the leasehold estate created by the Lease; and

(c) to promptly certify in writing to Lender, in connection with any proposed assignment of the Mortgage, whether or not any default on the part of Landlord then exists under the Lease and to deliver to Lender any tenant estoppel certificates required under the Lease.

7. Tenant acknowledges that the interest of Landlord under the Lease is assigned to Lender solely as security for the Promissory Note, and Lender shall have no duty, liability or obligation under the Lease or any extension or renewal thereof, unless Lender shall specifically undertake such liability in writing or Lender becomes and then only with respect to periods in which Lender becomes, the fee owner of the Property.

8. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Premises is located (excluding the choice of law rules thereof).

9. This Agreement and each and every covenant, agreement and other provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns (including, without limitation, any successor holder of the Promissory Note) and may be amended, supplemented, waived or modified only by an instrument in writing executed by the party against which enforcement of the termination, amendment, supplement, waiver or modification is sought.

10. All notices to be given under this Agreement shall be in writing and shall be deemed served upon receipt by the addressee if served personally or, if mailed, upon the first to occur of receipt or the refusal of delivery as shown on a return receipt, after deposit in the United States Postal Service certified mail, postage prepaid, addressed to the address of Landlord, Tenant, or Lender appearing below. Such addresses may be changed by notice given in the same manner. If any party consists of multiple individuals or entities, then notice to any one of same shall be deemed notice to such party.


If to Lender:	H/2 Financial Funding I LLC

680 Washington Boulevard

Seventh Floor

Stamford, CT 06901

Attention: Daniel Ottensoser

Facsimile No.: (203) 569-4178

Exhibit II
4


With a copy to:	H/2 Financial Funding I LLC

680 Washington Boulevard

Seventh Floor

Stamford, CT 06901

Attention: Legal Department

Facsimile No.: (203) 569-4178

With a copy to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attention: Victoria Shusterman, Esq.

Facsimile No.: (212) 351-5287


If to Tenant :	_________________________

_________________________


With a copy to:	_________________________

_________________________


If to Landlord:	Brookfield Properties Management LLC

250 Vesey Street, 15th Floor

New York, NY 10281-1023

Attn: Jason Kirschner, Senior Vice President


With a copy to:	Brookfield Properties Management (CA) Inc.

601 South Figueroa Street, Suite 2200

Los Angeles, California 90071

Attn: Mark Phillips, Senior Vice President, Regional Counsel

11. If this Agreement conflicts with the Lease, then this Agreement shall govern as between the parties and any Successor Landlord, including upon any attornment pursuant to this Agreement. This Agreement supersedes, and constitutes full compliance with, any provisions in the Lease that provide for subordination of the Lease to, or for delivery of nondisturbance agreements by the holder of, the Mortgage.

Exhibit II
5

subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to the Lease, the relationship of the landlord and tenant under the Lease or Tenant's use or occupancy of the Premises or any claim arising under this Agreement.

13. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to be enforceable, or if such modification is not practicable, such provision shall be deemed deleted from this Agreement, and the other provisions of this Agreement shall remain in full force and effect, and shall be liberally construed in favor of Lender.

14. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[ Remainder of Page Intentionally Left Blank ]

Exhibit II
6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

TENANT :

_________________________________

By: _____________________________

Name:

Title:

[Signatures continue on attached page]

Exhibit II
7

LANDLORD :

MAGUIRE PROPERTIES - 355 S. GRAND,

LLC

By: _____________________________

Name:

Title:

[Signatures continue on attached page]

Exhibit II
8

LENDER :

H/2 FINANCIAL FUNDING I, LLC, a Delaware

limited liability company


By:	_____________________________

Name:

Title:


By:	_____________________________

Name:

Title:

Exhibit II
9

ACKNOWLEDGMENT (TENANT)

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF _____________ )

) SS.

COUNTY OF ______________ )

On the ____ day of ______________, 2016, before me, ____________________, personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be one of the persons whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument he/she executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of __________ that the foregoing paragraph is true and correct. Witness my hand and official seal.

____________________________________

Notary Public

Exhibit II
10

ACKNOWLEDGMENT (LANDLORD)

STATE OF NEW YORK )

) ss.

COUNTY OF NEW YORK )

On the ___ day of ________ in the year ___________ before me, the undersigned, a Notary Public in and for said State, personally appeared ____________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

(Notarial Seal)

Notary Public

Exhibit II
11

ACKNOWLEDGMENT (LENDER)

STATE OF NEW YORK )

) ss.

COUNTY OF NEW YORK )

(Notarial Seal)

Notary Public

STATE OF NEW YORK )

) ss.

COUNTY OF NEW YORK )

(Notarial Seal)

Notary Public

Exhibit II
12

Exhibit A

Legal Description of Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

LOT 5 OF TRACT NO. 30780, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 912, PAGES 39 THROUGH 45, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE LINES OF THAT CERTAIN STRIP SHOWN ON SHEET 7 OF THE MAP OF SAID TRACT NO. 30780 AS “EASEMENT TO CITY OF LOS ANGELES FOR STREET PURPOSES ABOVE PLANE”, ALL RIGHT, TITLE AND INTEREST CONVEYED AND/OR DEDICATED TO THE CITY OF LOS ANGELES, BY AND ON THE MAP OF SAID TRACT NO. 30780, AS RESERVED IN DEED FROM THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CALIFORNIA, A PUBLIC BODY, CORPORATE AND POLITIC, OF THE STATE OF CALIFORNIA, RECORDED MARCH 31, 1981 AS INSTRUMENT NO. 81-320600 OF OFFICIAL RECORDS.

ALSO EXCEPTING FROM ALL PUBLIC STREETS, HIGHWAYS OR OTHER PUBLIC WAYS ADJOINING SAID LOT 5, ALL RIGHT, TITLE AND INTEREST CONVEYED TO THE CITY OF LOS ANGELES, BY THE MAP OF SAID TRACT NO. 30780.

ALSO EXCEPTING FROM ALL OF THE ABOVE DESCRIBED LAND, ALL OIL, GAS AND OTHER MINERAL SUBSTANCES, TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF A WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREAS, AS RECORDED AUGUST 07, 1958 AS INSTRUMENT NO. 2893, IN BOOK M-335, PAGE 106 OF OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN VARIOUS DEEDS OF RECORD, AMONG THEM BEING THE DEED RECORDED MAY 20, 1966 AS INSTRUMENT NO. 3925, IN BOOK D-3311, PAGE 794 OF OFFICIAL RECORDS.

PARCEL B:

THAT PORTION OF LOT 6 OF TRACT NO. 30780, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 912, PAGES 39 THROUGH 45, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

Exhibit II
13

BEGINNING AT A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 6, THAT IS DISTANT THEREON NORTH 37°50’12” EAST 6.16 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LOT 6; THENCE ALONG SAID SOUTHEASTERLY LINE, SOUTH 37°50’12” WEST 6.16 FEET TO SAID MOST SOUTHERLY CORNER; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT 6, NORTH 52°09’40” WEST 317.76 FEET TO THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LOT 6, NORTH 41°32’59” EAST 6.17 FEET; THENCE LEAVING SAID NORTHWESTERLY LINE SOUTH 52°09’48” EAST 30.94 FEET; THENCE SOUTH 37°50’12” WEST 2.00 FEET; THENCE SOUTH 52°09’48” EAST 95.885 FEET; THENCE SOUTH 07°09’48” EAST 2.45 FEET; THENCE SOUTH 52°09’48” EAST 0.77 FEET; THENCE NORTH 82°50’12” EAST 2.45 FEET; THENCE SOUTH 52°09’48” EAST 95.885 FEET; THENCE NORTH 37°50’12” EAST 2.00 FEET; THENCE SOUTH 52°09’48” EAST 90.42 FEET TO THE POINT OF BEGINNING.

ALSO EXCEPTING FROM ALL PUBLIC STREETS, HIGHWAYS OR OTHER PUBLIC WAYS ADJOINING SAID LOT 6, ALL RIGHT, TITLE AND INTEREST CONVEYED TO THE CITY OF LOS ANGELES, BY THE MAP OF SAID TRACT NO. 30780.

ALSO EXCEPTING FROM ALL OF THE ABOVE DESCRIBED LAND, ALL OIL, GAS AND OTHER MINERAL SUBSTANCES, TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF A WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR MOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREAS, AS RECORDED AUGUST 07, 1958 AS INSTRUMENT NO. 2893, IN BOOK M-335, PAGE 106 OF OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN VARIOUS DEEDS OF RECORD, AMONG THEM BEING THE DEED RECORDED MAY 20, 1966 AS INSTRUMENT NO. 3925, IN BOOK D-3311, PAGE 794 OF OFFICIAL RECORDS.

PARCEL C:

PARCEL B IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP L.A. NO. 4932, FILED IN BOOK 134, PAGE 71 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THAT PORTION OF SAID PARCEL B INCLUDED WITHIN ALL SPACE LOCATED ABOVE ELEVATION 330.00 OVER THAT PORTION OF LOT 2 OF TRACT NO. 30781, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF

Exhibit II
14

CALIFORNIA, AS SHOWN IN BOOK 897, PAGES 8 THROUGH 12, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 2; THENCE SOUTHEASTERLY, ALONG THE SOUTHWESTERLY LINE OF SAID LOT 2 A DISTANCE OF 10 FEET; THENCE NORTHEASTERLY ALONG A LINE PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT 2 A DISTANCE OF 35 FEET; THENCE NORTHWESTERLY ALONG A LINE PARALLEL WITH THE SOUTHWESTERLY LINE OF SAID LOT 2 TO THE NORTHWESTERLY LINE OF SAID LOT 2; THENCE SOUTHWESTERLY ALONG THE NORTHWESTERLY LINE OF SAID LOT 2 TO THE POINT OF BEGINNING.

ABOVE MENTIONED ELEVATION IS BASED ON NATIONAL GEODETIC VERTICAL DATUM OF 1929 PER ORDINANCE NO. 150.763 OF THE CITY OF LOS ANGELES, EFFECTIVE MAY 19, 1978.

ALSO EXCEPTING ALL OIL GAS AND MINERAL SUBSTANCES TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPENING OF THE WELL, HOLE SHAFT, OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS RECORDED AUGUST 07, 1958 AS INSTRUMENT NO. 2893, IN BOOK M-335, PAGE 106 OF OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED BY VARIOUS DEEDS OF RECORD AMONG THEM BEING THAT DEED RECORDED MAY 15, 1962 AS INSTRUMENT NO. 1762, IN BOOK M-1614, PAGE 654 OF OFFICIAL RECORDS.

PARCEL D: (FOR THE BENEFIT OF PARCEL C)

AN EXCLUSIVE EASEMENT, TO CONSTRUCT, MAINTAIN, USE, REPAIR, REPLACE, RECONSTRUCT, OPERATE, ADD TO, ALTER, AND AS TO NON-STRUCTURAL ELEMENTS ONLY, REMOVE AT ANY TIME AND FROM TIME TO TIME THE PORTION OF THE PROJECT AS SAID PROJECT IS DEFINED THE RECIPROCAL GRANT OF EASEMENTS, RECORDED FEBRUARY 12, 1982 AS INSTRUMENT NO. 82-160076, AS MODIFIED BY INSTRUMENT RECORDED NOVEMBER 20, 1986 AS INSTRUMENT NO. 86-1609429, BOTH OF OFFICIAL RECORDS, ON, UNDER AND ACROSS THE LAND DESCRIBED AS FOLLOWS:

A) THAT PORTION OF PARCEL A OF PARCEL MAP L.A. NO. 4932, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 134, PAGE 71 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY (KNOWN AS PARCEL X-2(A)), LYING BELOW A PLANE WHOSE ELEVATION IS 332.00 FEET, BASED ON THE NATIONAL GEODETIC VERTICAL DATUM OF 1929 AND LOCATED SOUTHEASTERLY OF A LINE THAT IS PARALLEL WITH AND DISTANT 3.00 FEET NORTHWESTERLY, MEASURED AT RIGHT ANGLES FROM THAT CERTAIN COURSE, IN THE

Exhibit II
15

BOUNDARY OF SAID PARCEL, HAVING A BEARING AND DISTANCE OF NORTH 37°53’08” EAST 35.00 FEET AND ITS NORTHEASTERLY PROLONGATION.

B) THAT PORTION OF LOT 4 OF SAID TRACT NO. 30781, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 897, PAGES 8 THROUGH 12, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING BELOW A PLANE WHOSE ELEVATION IS 332.00 FEET, BASED ON THE NATIONAL GEODETIC VERTICAL DATUM OF 1929, AND LOCATED SOUTHEASTERLY OF THE PARALLEL LINE LAST MENTIONED IN PARAGRAPH (A) ABOVE AND NORTHEASTERLY OF THE NORTHWESTERLY PROLONGATION OF THE MOST SOUTHWESTERLY LINE OF PARCEL B OF PARCEL MAP L.A. NO. 4932 IN SAID CITY, COUNTY AND STATE AS PER MAP FILED IN BOOK 134, PAGE 71 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL E: (FOR THE BENEFIT OF PARCEL C)

NON-EXCLUSIVE EASEMENTS FOR THE SUPPORT OF THE PROJECT INCLUDING THE CONSTRUCTION, MAINTENANCE, INSPECTION AND USE, AT ANY TIME AND FROM TIME TO TIME OF PERMANENT TIEBACKS, FOR THE SUPPORT OF THE RETAINING WALL ON THE WEST SIDE OF THE PROJECT AS SAID PROJECT IS DEFINED IN THE RECIPROCAL GRANT OF EASEMENTS, RECORDED FEBRUARY 12, 1982 AS INSTRUMENT NO. 82-160076, AS AMENDED BY FIRST AMENDMENT RECORDED NOVEMBER 20, 1986 AS INSTRUMENT NO. 86-1609429, BOTH OF OFFICIAL RECORDS, OVER THE LAND DESCRIBED AS FOLLOWS:

THAT PORTION OF PARCEL A OF PARCEL MAP L.A. NO. 4932, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 134, PAGE 71 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY (KNOWN AS PARCEL X-2(A)), LYING BELOW A PLANE WHOSE ELEVATION IS 332.00 FEET, BASED ON THE NATIONAL GEODETIC VERTICAL DATUM OF 1929.

PARCEL F: (FOR THE BENEFIT OF PARCEL C)

A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF FURNISHING SURFACE DRAINAGE OF WATER AND RIGHT OF WAY FOR PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS, AND TO CONSTRUCT, MAINTAIN, USE, REPAIR, REPLACE, RECONSTRUCT, ADD TO AND ALTER AT ANY TIME, AND FROM TIME TO TIME, SUBSURFACE PIPELINES, BEAMS, WALLS AND SLABS FOR SUPPORT OF A RETAINING WALL, OVER THE LAND DESCRIBED AS FOLLOWS:

THAT PORTION OF PARCEL A OF PARCEL MAP L.A. NO. 4932, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 134, PAGE 71 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY (KNOWN AS PARCEL X-2(A)), LYING ABOVE AND BELOW A PLANE WHOSE ELEVATION IS 332.00 FEET, BASED ON THE NATIONAL

Exhibit II
16

GEODETIC VERTICAL DATUM OF 1929, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL A; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL; THENCE SOUTH 37°43’50” WEST 200.17 FEET, SOUTH 52°16’10” EAST 9.00 FEET AND SOUTH 37°46’58” WEST ALONG SAID LINE AND ITS SOUTHWESTERLY PROLONGATION TO THAT CERTAIN SOUTHWESTERLY LINE OF SAID PARCEL HAVING A BEARING AND DISTANCE OF NORTH 52°11’46” WEST, 158.28 FEET; THENCE ALONG SAID SOUTHWESTERLY LINE TO A LINE PARALLEL WITH AND DISTANT 19.00 FEET NORTHWESTERLY MEASURED AT RIGHT ANGLES FROM THAT CERTAIN COURSE IN SAID SOUTHEASTERLY LINE SHOWN AS HAVING A BEARING AND DISTANCE OF NORTH 37°46’58” EAST, 55.90 FEET; THENCE NORTH 37°46’58” EAST, ALONG SAID PARALLEL LINE, 68.00 FEET, THENCE NORTH 52°16’10” WEST 7.00 FEET TO A LINE PARALLEL WITH AND DISTANT 17.00 FEET NORTHWESTERLY MEASURED AT RIGHT ANGLES FROM THAT CERTAIN COURSE IN SAID SOUTHEASTERLY LINE SHOWN AS HAVING A BEARING AND DISTANCE OF NORTH 37°43’50” EAST 200.17 FEET; THENCE NORTH 37°43’50” EAST TO THE NORTHEASTERLY LINE OF SAID PARCEL; THENCE SOUTH 52°11’33” EAST ALONG SAID NORTHEASTERLY LINE TO THE POINT OF BEGINNING.

PARCEL G:

THAT PORTION OF THE SUBSURFACE OF FOURTH STREET, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, LYING BELOW A DATUM PLANE OF ELEVATION 327.25 FEET, AS VACATED BY RESOLUTION NO. 81-01537, ADOPTED AUGUST 14, 1981, AND AS SHOWN IN VOLUME 23, PAGE 16 OF “STREET VACATION MAPS” ON FILE IN THE OFFICE OF THE CITY CLERK OF THE CITY OF LOS ANGELES, CITY HALL, LOS ANGELES, CALIFORNIA.

EXCEPTING THEREFROM ALL OIL, GAS, WATER AND MINERAL RIGHTS WITHOUT, HOWEVER, THE RIGHT TO USE ANY PORTION OF SAID LAND TO A DEPTH OF 500 FEET BELOW SAID DATUM FOR THE EXTRACTION OF SUCH OIL, GAS, WATER OR MINERALS, AS RESERVED IN THE DEED RECORDED MARCH 23, 1982 AS INSTRUMENT NO. 82-307989 OFFICIAL RECORDS, WHICH FURTHER PROVIDES THAT THE AREA CONVEYED IN THE DEED IS TO BE USED ONLY FOR THE PURPOSE OF PROVIDING STRUCTURAL SUPPORT AND FACILITATING THE CONSTRUCTION OF IMPROVEMENTS UPON THE ADJOINING REAL PROPERTY, AND FOR NO OTHER USE.

PARCEL H: (FOR THE BENEFIT OF PARCELS A AND B)

ALL EASEMENTS AND RIGHTS, MORE PARTICULARLY DESCRIBED IN THAT CERTAIN RECIPROCAL EASEMENT AND OPERATING AGREEMENT EXECUTED BY MAGUIRE PARTNERS-CROCKER PROPERTIES PHASE I, A CALIFORNIA LIMITED PARTNERSHIP, AND MAGUIRE PARTNERS-CROCKER PROPERTIES- SOUTH TOWER, A CALIFORNIA LIMITED PARTNERSHIP, DATED AS OF DECEMBER 20, 1982 AND RECORDED DECEMBER 22, 1982 AS INSTRUMENT NO. 82-

Exhibit II
17

1279463, AND AS MODIFIED BY DOCUMENT RECORDED AUGUST 26, 1987 AS INSTRUMENT NO. 87-1374869, BOTH OF OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA.

APN: 5149-010-024; 5151-015-013

Exhibit II
18

Exhibit III

Form of Tenant Notice

[BORROWER’S LETTERHEAD]

___________, 20__


Re:	Lease dated [________], 200_ between [________],

as Landlord, and [_____], as Tenant,

concerning premises known as [________] (the “Building”).

Dear Tenant:

[As of _______, 200_, ___________, the owner of the Building, has transferred the Building to _____________ (the “New Landlord”).] The undersigned hereby directs and authorizes you to make all rental payments and other amounts payable by you pursuant to your lease as follows:


(x)	If the payment is made by wire transfer, you shall transfer the applicable funds to the following account:

Bank:

Account Name

Account No.:

ABA No.:

Contact:

If the payment is made by check, you shall deliver your payment to the following address: [LOCKBOX ADDRESS].

[In addition, please amend the insurance policies that you are required to maintain under your lease to include the new owner as an additional insured thereon.]

The instructions set forth herein are irrevocable and are not subject to modification by us or the New Landlord in any manner. Only [name of then-current Lender], or its successors and assigns, may by written notice to you rescind or modify the instructions contained herein.

Thank you in advance for your cooperation and if you have any questions, please call _________ at (___) ___-_________.

Very truly yours,

Exhibit III
1

Exhibit IV

Form of Notice of Borrowing

[Letterhead of Borrower]

[Date]

H/2 Financial Funding I LLC

680 Washington Boulevard

Seventh Floor

Stamford, Connecticut 06901

Attention: Daniel Ottensoser

Dear Daniel:

Reference is hereby made to that certain Loan Agreement, by and between H/2 FINANCIAL FUNDING I LLC, a Delaware limited liability company (“ Lender ”), and MAGUIRE PROPERTIES-355 S. GRAND, LLC, a Delaware limited liability company (“ Borrower ”), dated as of [___________], 2016 (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “ Loan Agreement ”). All capitalized terms used but not defined herein shall have the respective meanings set forth in the Loan Agreement.

Pursuant to [ Section 1.5(b)(ii) and Section 1.5(b)(iii)] [Section 3.5] [Section 3.9] of the Loan Agreement, Borrower hereby requests Lender to disburse to Borrower [a Future Advance] [Unfunded Obligations Reserve Funds] [funds on deposit in the TI/LC Reserve Account] [funds on deposit in the Cash Collateral Reserve Account] in the aggregate principal amount of, and for the intended uses described in, Schedule A .

Borrower hereby certifies the following:


(a)	The undersigned is a Responsible Officer of Borrower;

(b)

No Event of Default or Default has occurred and is continuing, and all of the conditions precedent to [the Future Advance] [the disbursement from the TI/LC Reserve Account] [the disbursement from the Cash Collateral Reserve Account] [and] [the disbursement from the Unfunded Obligations Reserve Account] set forth herein have been complied with (other than those conditions that are dependent upon any action or determination of Lender);


(c)	[The Future Advance] [the disbursement from the TI/LC Reserve Account] [the disbursement from the Cash Collateral Reserve Account] will be used solely for Approved Leasing Costs, or to reimburse Borrower for such Approved Leasing Costs previously paid by Borrower, in either case as further described on Schedule A] [and] [the applicable disbursement from the Unfunded Obligations

Exhibit IV
1

Reserve Account will be used for Unfunded Obligations or to reimburse Borrower for such Unfunded Obligations previously paid by Borrower in either case as further described on Schedule A ];


(d)	[Together with all previous Future Advances, the amount of the Future Advance requested hereunder does not exceed the Maximum Future Advance Amount;]


(e)	If items of Approved Leasing Costs are (1) in excess of $50,000.00, attached as Exhibit A are invoices and/or other evidence reasonably satisfactory to Lender that such amounts are due and payable or have been paid, or (2) less than or equal to $50,000.00, Borrower hereby certifies that such amounts are due and payable or have been paid;

(f)

The Approved Leasing Costs to be funded by [the requested Future Advance] [the requested disbursement from the TI/LC Reserve Account] [the requested disbursement from the Cash Collateral Reserve Account] [and] [the requested Unfunded Obligations to be funded by the disbursement from the Unfunded Obligations Reserve Account] have been performed by Borrower or requisitioned by the applicable Tenant substantially in accordance with the terms of the applicable Lease, if applicable;


(g)	[If a disbursement of Unfunded Obligations is in connection with a Tenant’s conversion of Tenant Allowance to free rent, the appropriate amount and the period for which such free rent is applicable are set forth on Schedule A ;] and

(h)

All representations and warranties with respect to the Property set forth in the Loan Agreement and the other Loan Documents (except representations and warranties that are made as of a specific date) are true and correct in all material respects as of the date hereof, except as set forth in Schedule B attached hereto (provided that such representation and warranty exceptions shall only constitute valid exceptions if they do not constitute violations of the terms and conditions of this Agreement and the other Loan Documents, or are otherwise acceptable to Lender in its sole discretion).

After you have the opportunity to review the foregoing and the attached, please contact me with any questions you may have.

[ Signature Page Follows ]

Exhibit IV
2

Sincerely,

MAGUIRE PROPERTIES-355 S. GRAND, LLC ,

a Delaware limited liability company


By:	______________________

Name:

Title:

Exhibit IV
3

SCHEDULE A


Funding Requested:	[Future Advance] [disbursement from the TI/LC

Reserve Account] [disbursement from the Cash

Collateral Reserve Account] [Unfunded Obligations

Reserve Account disbursement]

Maximum Principal Amount


Requested:	$______________________________


Intended Uses:	_______________________________

_______________________________


Requested Date of funding:	_______________________________

Tenant Allowance Conversion


Free Rent Amount and Period:	_______________________________

Exhibit IV
4

SCHEDULE B

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Exhibit IV
5

EXHIBIT A

INVOICES

Exhibit IV
6

Schedule A

Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

ALSO EXCEPTING FROM ALL PUBLIC STREETS, HIGHWAYS OR OTHER PUBLIC WAYS ADJOINING SAID LOT 5, ALL RIGHT, TITLE AND INTEREST CONVEYED TO THE CITY OF LOS ANGELES, BY THE MAP OF SAID TRACT NO. 30780.

PARCEL B:

Schedule A
1

COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

ALSO EXCEPTING FROM ALL PUBLIC STREETS, HIGHWAYS OR OTHER PUBLIC WAYS ADJOINING SAID LOT 6, ALL RIGHT, TITLE AND INTEREST CONVEYED TO THE CITY OF LOS ANGELES, BY THE MAP OF SAID TRACT NO. 30780.

ALSO EXCEPTING FROM ALL OF THE ABOVE DESCRIBED LAND, ALL OIL, GAS AND OTHER MINERAL SUBSTANCES, TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF A WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR MOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREAS, AS RECORDED AUGUST 07, 1958 AS INSTRUMENT NO. 2893, IN BOOK M-335, PAGE 106 OF OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN VARIOUS DEEDS OF RECORD, AMONG THEM BEING THE DEED RECORDED MAY 20, 1966 AS INSTRUMENT NO. 3925, IN BOOK D-3311, PAGE 794 OF OFFICIAL RECORDS.

PARCEL C:

Schedule A
2

CALIFORNIA, AS SHOWN IN BOOK 897, PAGES 8 THROUGH 12, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED AND DESCRIBED AS FOLLOWS:

ABOVE MENTIONED ELEVATION IS BASED ON NATIONAL GEODETIC VERTICAL DATUM OF 1929 PER ORDINANCE NO. 150.763 OF THE CITY OF LOS ANGELES, EFFECTIVE MAY 19, 1978.

PARCEL D: (FOR THE BENEFIT OF PARCEL C)

Schedule A
3

BOUNDARY OF SAID PARCEL, HAVING A BEARING AND DISTANCE OF NORTH 37°53’08” EAST 35.00 FEET AND ITS NORTHEASTERLY PROLONGATION.

PARCEL E: (FOR THE BENEFIT OF PARCEL C)

PARCEL F: (FOR THE BENEFIT OF PARCEL C)

THAT PORTION OF PARCEL A OF PARCEL MAP L.A. NO. 4932, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 134, PAGE 71 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY (KNOWN AS PARCEL X-2(A)), LYING ABOVE AND BELOW A PLANE WHOSE ELEVATION IS 332.00 FEET, BASED ON THE NATIONAL

Schedule A
4

GEODETIC VERTICAL DATUM OF 1929, DESCRIBED AS FOLLOWS:

PARCEL G:

PARCEL H: (FOR THE BENEFIT OF PARCELS A AND B)

Schedule A
5

1279463, AND AS MODIFIED BY DOCUMENT RECORDED AUGUST 26, 1987 AS INSTRUMENT NO. 87-1374869, BOTH OF OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA.

APN: 5149-010-024; 5151-015-013

Schedule A
6

Schedule B

Property Agreements

Reciprocal Grant of Easement and Declaration of Establishment of Restrictions and Covenants - Parcels X-2(a) and X-2(b), dated as of September 25, 1981 and recorded in the Official Records of Los Angeles County, California on February 12, 1982 as number 82-160076, by and among Maguire Partners - Crocker Properties-South Tower, a joint venture organized and existing under the California Uniform Partnership Act (as predecessor-in-interest to Borrower), The Community Redevelopment Agency of the City of Los Angeles, California, a public body corporate and politic established pursuant to Chapter 2 of the Community Redevelopment Law of the State of California, and The RHF-Bunker Hill Corporation, a California non-profit corporation, as amended by that certain First Amendment to Reciprocal Grant of Easement and Declaration of Establishment of Restrictions and Covenants - Parcels X-2(a) and X-2(b) and Lot 4 of Tract 30781, dated as of November 14, 1986 and recorded in the Official Records of Los Angeles County, California on November 20, 1986 as number 86-1609429, by and among Maguire Partners - Crocker Properties-South Tower, a joint venture organized and existing under the California Uniform Partnership Act (as predecessor-in-interest to Borrower), The Community Redevelopment Agency of the City of Los Angeles, California, a public body corporate and politic established pursuant to Chapter 2 of the Community Redevelopment Law of the State of California, and The RHF-Bunker Hill Corporation, a California non-profit corporation.

Reciprocal Easement and Operating Agreement, dated as of December 20, 1982 and recorded in the Official Records of Los Angeles County, California on December 22, 1982 as number 82-1279463, by and between Maguire Partners - Crocker Properties Phase I, a California limited partnership (as predecessor-in-interest to North Tower LLC, a Delaware limited liability company), and Maguire Partners - Crocker Properties-South Tower, a California limited partnership (as predecessor-in-interest to Borrower), as amended by that certain First Amendment to Reciprocal Easement and Operating Agreement, dated as of June 28, 1985 and recorded in the Official Records of Los Angeles County, California on August 26, 1987 as number 87-1374869, by and between Maguire Partners - Crocker Properties Phase I, a California limited partnership (as predecessor-in-interest to North Tower LLC, a Delaware limited liability company), and Maguire Partners - Crocker Properties-South Tower, a California limited partnership (as predecessor-in-interest to Borrower), as supplemented by that certain Transient Parking Capacity Agreement, dated as of June 28, 1985, by and between Maguire Partners - Crocker Properties Phase I, a California limited partnership (as predecessor-in-interest to North Tower LLC, a Delaware limited liability company), and Maguire Partners - Crocker Properties-South Tower, a California limited partnership (as predecessor-in-interest to Borrower).

Schedule B
1

Schedule C

Monthly Property Tax Deposits

[Attached]

Schedule C
1

Schedule D

Unfunded Obligations

Schedule D
1

Schedule E

Exception Report

Schedule E
1

Schedule F

[RESERVED]

Schedule F
1

Schedule G

Rent Roll

Schedule G
1

Schedule H

Material Agreements

None

Schedule H
1

Schedule I

Deferred Maintenance Conditions

Schedule I
1

EXHIBIT 10.6

NON-RECOURSE CARVEOUT GUARANTY

THIS NON-RECOURSE CARVEOUT GUARANTY (this “ Guaranty ”) is executed as of December 2, 2016 by BROOKFIELD DTLA HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, collectively, “ Guarantor ”), for the benefit of H/2 FINANCIAL FUNDING I LLC, a Delaware limited liability company (together with its successors and assigns, and such co-lenders as may exist from time to time, collectively, “ Lender ”).

W I T N E S S E T H

WHEREAS, Lender has agreed to make a loan (the “ Loan ”) to MAGUIRE PROPERTIES–355 S. GRAND, LLC, a Delaware limited liability company (“ Borrower ”), in the maximum principal amount of up to $270,000,000.00 (the “ Loan Amount ”), pursuant to that certain Loan Agreement, dated as of the date hereof, by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “ Loan Agreement ”; capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Loan Agreement);

WHEREAS, to evidence the Loan, Borrower has executed and delivered to Lender one or more promissory notes, in the maximum principal amount of the Loan Amount (as the same may be amended, restated, componentized, supplemented, modified, assigned in whole or in part, replaced and/or divided into multiple notes from time to time, the “ Note ” or “ Notes ”, as applicable), and Borrower has or will become indebted, and may from time to time become further indebted, to Lender with respect to the Loan;

WHEREAS, Lender requires as a condition to making the Loan that Guarantor agrees to unconditionally guaranty for the benefit of Lender and its successors and assigns, the full and timely payment and performance of the Guaranteed Obligations (as hereinafter defined);

WHEREAS, Guarantor directly and/or indirectly owns an interest in Borrower and will derive substantial economic benefit from the making of the Loan by Lender to Borrower; and

WHEREAS, Guarantor has agreed to execute and deliver this Guaranty in order to induce Lender to make the Loan.

NOW, THEREFORE, to induce Lender to make the Loan to Borrower and in consideration for the substantial benefit Guarantor will derive from the making of the Loan and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

NATURE AND SCOPE OF GUARANTY

1.1 Guaranty of Obligations . Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and timely payment and performance of all of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as primary obligor.

1.2 Definitions of Guaranteed Obligations . As used herein, the term “ Guaranteed Obligations ” means all obligations and liabilities of Borrower pursuant to Section 9.19(b) of the Loan Agreement.

1.3 Nature of Guaranty . This Guaranty is an irrevocable, absolute and continuing guaranty of payment and performance and not a guaranty of collection. No exculpatory language contained in any of the other Loan Documents shall in any event or under any circumstances modify, qualify or affect the personal recourse obligations and liabilities of Guarantor hereunder. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor and, if Guarantor is a natural person, after Guarantor’s death, in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs. It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and that so long as any portion of the Indebtedness shall be outstanding, such obligations and liabilities shall not be discharged or released in whole or in part, by any act or occurrence (including the fact that at any time or from time to time the Indebtedness or the Guaranteed Obligations may be increased or reduced) that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of Guarantor. This Guaranty may be enforced by Lender and any subsequent holder of the Note or any part thereof and shall not be discharged by the assignment or negotiation of all or any part of the Note.

1.4 Joint and Several Liability . Notwithstanding anything to the contrary, if Guarantor is comprised of more than one Person, the obligations and liabilities of each such Person under this Guaranty shall be joint and several.

1.5 Guaranteed Obligations Not Reduced by Set-Off . The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be reduced, discharged or released because or by reason of any existing or future set-off, offset, claim or defense of any kind or nature that Borrower, Guarantor or any other Person has or may hereafter have against Lender or against payment of the Indebtedness or the Guaranteed Obligations, whether such set-off, offset, claim or defense arises in connection with the Guaranteed Obligations or otherwise.

1.6 No Duty to Pursue Others; No Duty to Mitigate . It shall not be necessary for Lender (and Guarantor hereby waives any rights that Guarantor may have to require Lender)



	2

to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty, including to (i) institute suit or otherwise enforce Lender’s rights, or exhaust its remedies, against Borrower or any other Person liable on all or any part of the Indebtedness or the Guaranteed Obligations, or against any other Person, (ii) enforce Lender’s rights, or exhaust any remedies available to Lender, against any collateral that shall ever have been given to secure all or any part of the Indebtedness or the Guaranteed Obligations, (iii) join Borrower or any other Person liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty or (iv) resort to any other means of obtaining payment of all or any part of the Indebtedness or the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

1.7 Payment by Guarantor . If all or any part of the Guaranteed Obligations shall not be punctually paid or performed when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Lender and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity or any other notice whatsoever, pay in lawful money of the United States of America, the amount due thereon to Lender. Amounts not paid when due hereunder shall accrue interest at the Default Rate, unless such amounts already include interest at the Default Rate pursuant to the terms of the other Loan Documents. Such demands may be made at any time coincident with or after the time for payment of all or any part of the Guaranteed Obligations and may be made from time to time with respect to the same or different Guaranteed Obligations.

1.8 Application of Payments . If, at any time, there is any Indebtedness or obligations of Borrower to Lender that is not guaranteed by Guarantor, Lender, without in any manner impairing its rights hereunder, may, at its option, apply all amounts realized by Lender from any collateral or security held by Lender first to the payment of such unguaranteed Indebtedness or obligations, with the remaining amounts, if any, to then be applied to the payment of the Indebtedness or obligations guaranteed by Guarantor.

1.9 Waivers .

(a) Guarantor hereby assents to all of the terms and agreements heretofore or hereafter made by Borrower with Lender (including the provisions of the Loan Documents) and hereby waives diligence, presentment, protest, demand on Borrower for payment or otherwise, filing of claims, requirement of a prior proceeding against Borrower and all notices (other than notices expressly provided for hereunder or required to be delivered under applicable law), including notice of:

(i) the acceptance of this Guaranty;

(ii) the present existence or future incurring of all or any part of the Indebtedness, or any future change to the time, manner or place of payment of, or in any other term of all or any part of the Indebtedness or the Guaranteed Obligations;

(iii) any amendment, modification, replacement or extension of any of the Loan Documents;



	3

(iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory note or other documents arising under the Loan Documents or in connection with the Property;

(v) Lender’s transfer, participation, componentization or other disposition of all or any part of the Loan or this Guaranty, or an interest therein;

(vi) the sale or foreclosure (or posting or advertising for sale or foreclosure), or assignment-in-lieu of foreclosure, of any collateral for the Guaranteed Obligations;

(vii) any protest, proof of non-payment or default by Borrower, or the occurrence of a breach or an Event of Default, or the intent to accelerate or of acceleration in relation to any instrument relating to the Indebtedness or the Guaranteed Obligations;

(viii) the obtaining or release of any guaranty or surety agreement, pledge, assignment or other security for the Indebtedness or the Guaranteed Obligations, or any part thereof;

(ix) any defense based upon an election of remedies by Lender including any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real property or personal property security, which destroys or otherwise impairs the subrogation rights of Guarantor or the rights of Guarantor to proceed against Borrower or any guarantor for reimbursement, or both (including, if applicable, California Code of Civil Procedure (the “ CCP ”) Sections 580a, 580b, 580d and 726);

(x) any other action at any time taken or omitted to be taken by Lender generally and any and all demands and notices of every kind in connection with this Guaranty, the other Loan Documents and any other documents or agreements evidencing, securing or relating to the Indebtedness or the Guaranteed Obligations, or any part thereof.

Without limiting the generality of any of the waivers contained in this Guaranty, Guarantor also waives (A) any defense based upon Lender’s election to waive its lien as to all or any security for the Loan pursuant to CCP Section 726.5 or otherwise, and (B) any and all benefits which might otherwise be available to Guarantor under California Civil Code (“ Civil Code ”) Sections 2787 to 2855, inclusive, 2899 and 3433.

(b) Guarantor hereby waives any and all rights it may now or hereafter have to, and covenants and agrees that it shall not at any time, insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any and all appraisal, valuation, stay, extension, marshaling-of-assets or redemption laws, or right of homestead or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by Guarantor of its obligations under, or the enforcement by Lender of, this Guaranty. Guarantor hereby further waives any and all rights it may now or hereafter have to,



	4

and covenants and agrees that it shall not, set up or claim any defense, counterclaim, cross-claim, set-off, offset, right of recoupment or other objection of any kind to any action, suit or proceeding in law, equity or otherwise, or to any demand or claim that may be instituted or made by Lender hereunder, except for the defense of the actual payment and/or performance of the Guaranteed Obligations hereunder.

(c) In addition to all the other waivers agreed to and made by Guarantor as set forth in this Guaranty, and pursuant to the provisions of Section 2856 of the Civil Code, GUARANTOR HEREBY WAIVES ALL RIGHTS AND DEFENSES THAT GUARANTOR MAY HAVE BECAUSE BORROWER’S DEBT IS SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS:

(i) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower.

(ii) If Lender forecloses on any real property collateral pledged by Borrower:

(A) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and

(B) LENDER MAY COLLECT FROM GUARANTOR EVEN IF THE HOLDER, BY FORECLOSING ON THE REAL PROPERTY COLLATERAL, HAS DESTROYED ANY RIGHT GUARANTOR MAY HAVE TO COLLECT FROM BORROWER.

This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the CCP. Guarantor further hereby waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the CCP.

(d) Guarantor specifically acknowledges and agrees that the waivers made by it in this Section and in the other provisions of this Guaranty are of the essence of the Loan transaction and that, but for this Guaranty and such waivers, Lender would not make the Loan to Borrower.

1.10 Waiver of Subrogation, Reimbursement and Contribution . Notwithstanding anything to the contrary contained herein, until such time as the Loan is repaid in full and all of the Guaranteed Obligations are satisfied, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other Person liable for payment of any or all of the



	5

Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

1.11 Reinstatement; Effect of Bankruptcy . Guarantor agrees that if at any time all or any part of any payment at any time received by Lender from, or on behalf of, Borrower or Guarantor under or with respect to this Guaranty is held to constitute a Preferential Payment (as defined in Section 4.4 ), or if Lender is required to rescind, restore or return all or part of any such payment or pay the amount thereof to another Person for any reason (including the insolvency, bankruptcy reorganization, receivership or other debtor relief law or any judgment, order or decision thereunder), then the Guaranteed Obligations hereunder shall, to the extent of the payment rescinded, restored or returned, be deemed to have continued in existence notwithstanding such previous receipt by Lender, and the Guaranteed Obligations hereunder shall continue to be effective or reinstated, as the case may be, as to such payment as though such previous payment to Lender had never been made.

1.12 Suretyship Waivers . Guarantor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for the Note, that foreclosure could impair or destroy any ability that Guarantor may have to seek reimbursement, contribution or indemnification from Borrower or others based on any right Guarantor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Guarantor under this Guaranty. Guarantor further understands and acknowledges that in the absence of this provision, the potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty. By executing this Guaranty, Guarantor freely, irrevocably and unconditionally: (i) waives and relinquishes any such defense, and agrees that Guarantor will be fully liable under this Guaranty, even though Lender may foreclose judicially or nonjudicially against any real property security for the Note; (ii) agrees that Guarantor will not assert any such defense in any action or proceeding that Lender may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by Guarantor under this Guaranty include any right or defense that Guarantor may have or be entitled to assert based upon or arising out of any one or more of the following: (A) CCP Sections 580a (which if Guarantor had not given this waiver, may otherwise limit Guarantor’s liability after any nonjudicial foreclosure sale to the difference between the obligations for which Guarantor is liable and the fair market value of the property or interests sold at such nonjudicial foreclosure sale rather than the actual proceeds of such sale), 580b and 580d (which if Guarantor had not given this waiver, may otherwise limit Lender’s right to recover a deficiency judgment with respect to purchase money obligations and after any nonjudicial foreclosure sale, respectively), or 726 (which, if Guarantor had not given this waiver, among other things, may otherwise require Lender to exhaust all of its security before a personal judgment may be obtained for a deficiency); or (B) Civil Code Section 2848; and (iv) acknowledges and agrees that Lender is relying on this waiver in making the Loan, and that this waiver is a material part of the consideration that Lender is receiving for making the Loan.

1.13 Limitations on Liability . Notwithstanding anything to the contrary contained herein, Guarantor shall have no liability under this Guaranty to the extent that (i) the liability was caused by actions, conditions or events that first occurred or arose at any time from and after the date that either (x) a sale pursuant to a foreclosure (either judicially or non-judicially) of the Mortgage or a conveyance of the Property in lieu of foreclosure of the



	6

Mortgage or (y) if Lender elects to bifurcate the Loan into one or more mezzanine loans that are secured by a pledge of the direct or indirect ownership interest in Borrower pursuant to the terms of the Loan Agreement, (1) a foreclosure sale for the collateral given as security for such mezzanine loan or (2) a conveyance of such collateral in lieu thereof and, in the case of clause (2) only, so long as, on such date, Lender shall have received a non-recourse carveout guaranty in the same form as this Guaranty (a “ Replacement Guaranty ”) pursuant to which an Approved Replacement Guarantor agrees to be liable under such Replacement Guaranty from and after such date, and (ii) the events, actions, or conditions which caused such liability of Borrower were not caused by the actions of Guarantor or any Affiliate of Borrower or Guarantor following such foreclosure sale or deed or conveyance in lieu thereof (it being agreed and understood that Guarantor shall remain liable with respect to matters, events or circumstances which first occurred or arose prior to such date even if discovered after such date); provided , however , that Guarantor’s liability hereunder shall be automatically reinstated in the event that the applicable foreclosure sale or deed or conveyance in lieu of thereof is set aside, rescinded or invalidated as a result of any insolvency, bankruptcy, reorganization or other proceeding.

1.14 Guarantor’s Independent Obligations . Guarantor acknowledges that, notwithstanding any other provision of this Guaranty or any of the Loan Documents to the contrary, the obligations of Guarantor under this Guaranty are unlimited personal obligations of Guarantor which are not secured by the Mortgage or any other security instrument, and are wholly independent obligations from Borrower’s obligations under the Loan Documents. Guarantor’s obligations hereunder shall not be affected in any way by modifications, extensions, full performance or defaults under the Loan or any of the Loan Documents, with or without notice to Guarantor hereunder (it being agreed that Guarantor’s obligations shall not be increased nor its rights decreased, except, in each case, to a de minimis extent, without its prior consent). In this regard, Lender’s appraisal of the value of the Property is such that Lender is not willing to accept the consequences under Sections 726, 580a, 580b and 580d of the California Code of Civil Procedure of inclusion of this Guaranty among the obligations secured by the Mortgage. Guarantor acknowledges that Lender is unwilling to accept such consequences and that Lender would not make the Loan but for the personal unsecured liability undertaken by Guarantor.

ARTICLE II

EVENTS AND CIRCUMSTANCES NOT
REDUCING OR DISCHARGING GUARANTOR’S OBLIGATIONS

2.1 Events and Circumstances Not Reducing or Discharging Guarantor’s Obligations . Guarantor hereby consents and agrees to each of the following and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected in any way by any of the following, although without notice to or the further consent of Guarantor, and waives any common law, equitable, statutory or other rights (including rights to notice) or defenses that Guarantor might otherwise have as a result of or in connection with any of the following:

(a) Modifications . Any change in the time, manner or place of payment of all or any part of the Indebtedness or the Guaranteed Obligations, or in any other term thereof, or



	7

any renewal, extension, increase, alteration, rearrangement, amendment or other modification to any provision of any of the Loan Documents or any other document, instrument, contract or understanding between Borrower and Lender or any other Person pertaining to the Indebtedness or the Guaranteed Obligations.

(b) Adjustment . Any adjustment, indulgence, forbearance, waiver, consent or compromise that Lender might extend, grant or give to Borrower, Guarantor or any other Person with respect to any provision of this Guaranty or any of the other Loan Documents.

(c) Condition of Borrower or Guarantor . Borrower’s or Guarantor’s voluntary or involuntary liquidation, dissolution, sale of all or substantially all of their respective assets and liabilities, appointment of a trustee, receiver, liquidator, sequestrator or conservator for all or any part of Borrower’s or Guarantor’s assets, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, consolidation, merger arrangement, composition, readjustment or the commencement of any other similar proceedings affecting Borrower or Guarantor or any of the assets of either of them, including (A) the release or discharge of Borrower from the payment and performance of its obligations under any of the Loan Documents by operation of law or (B) the impairment, limitation or modification of the liability of Borrower, its partners or Guarantor, or of any remedy for the enforcement of Lender’s rights, under this Guaranty or any of the other Loan Documents, resulting from the operation of any present or future provisions of the Bankruptcy Code or other present or future federal, state or applicable statute of law or from the decision in any court.

(d) Invalidity of Guaranteed Obligations . The invalidity, illegality, irregularity or unenforceability of all or any part of this Guaranty or of any of the Loan Documents, or of any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations for any reason whatsoever, including the fact that (i) the Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Indebtedness or the Guaranteed Obligations, or any part thereof, is ultra vires , (iii) the officers or representatives executing the Loan Documents or any other document or agreement executed in connection with the creating of the Indebtedness or the Guaranteed Obligations, or any part thereof, acted in excess of their authority, (iv) the Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (v) Borrower or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) that render the Indebtedness or the Guaranteed Obligations wholly or partially uncollectible, (vi) the creation, performance or repayment of the Indebtedness or the Guaranteed Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing the Indebtedness or the Guaranteed Obligations, or any part thereof, or executed in connection with the Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness or the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossible or unenforceable or (vii) any of the Loan Documents or any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic.

(e) Release of Obligors . Any compromise or full or partial release of the liability of Borrower or any other Person now or hereafter liable, whether directly or indirectly,



	8

jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the obligations under this Guaranty or any of the other Loan Documents.

(f) Release of Collateral; Other Collateral . Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment by Lender (including negligent, willful, unreasonable or unjustifiable impairment) of, or failure to perfect or obtain protection of, any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Indebtedness or the Guaranteed Obligations; or the taking or accepting of any other security, collateral or guaranty or other assurance of payment for all or any part of the Indebtedness or the Guaranteed Obligations.

(g) Offset . Any existing or future right of set-off, offset, claim, counterclaim or defense of any kind or nature against Lender or any other Person, which may be available to or asserted by Guarantor or Borrower.

(h) Change in Law . Any change in the laws, rules or regulations of any jurisdiction or any present or future action of any Governmental Authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of Borrower under any of the Loan Documents or Guarantor under this Guaranty.

(i) Event of Default . The occurrence of any Event of Default or any potential Event of Default under any of the Loan Documents, whether or not Lender has exercised any of its rights and remedies under the Loan Documents upon the happening of any such Event of Default or potential Event of Default.

(j) Actions Omitted . The absence of any action to enforce any of Lender’s rights under the Loan Documents or available to Lender at law, equity or otherwise, to recover any judgment against Borrower or to enforce a judgment against Borrower under any of the Loan Documents.

(k) Other Dealings . The occurrence of any other dealing, transaction, matter or thing between Guarantor and Lender.

(l) Application of Sums . The application of any sums by whomsoever paid or however realized to any amounts owing by Guarantor or Borrower to Lender in such manner as Lender shall determine in its sole discretion, subject to, and otherwise in accordance with, the terms of the Loan Agreement and the other Loan Documents.

(m) Ownership Interest . Any change in or termination of the ownership interest of Guarantor (whether direct or indirect).

(n) Other Circumstances . Any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor generally, it being the unambiguous and unequivocal intention of Guarantor and Lender that the liability of Guarantor hereunder shall be direct and immediate and that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise



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or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations.

2.2 Indebtedness or Other Obligations of Guarantor . If Guarantor is or becomes liable for any Indebtedness owed by Borrower to Lender by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected by this Guaranty and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument or at law or in equity shall not preclude the concurrent or subsequent exercise of any right or remedy under any other instrument or at law or in equity, including the making of multiple demands hereunder. Further, without in any way diminishing or limiting the generality of the foregoing, it is specifically understood and agreed that this Guaranty is given by Guarantor as an additional guaranty to any and all guarantees as may heretofore have been or may hereafter be executed and delivered by Guarantor in favor of Lender, whether relating to the obligations of Borrower under the Loan Documents or otherwise, and nothing herein shall ever be deemed to replace or be in-lieu of any other such previous or subsequent guarantees.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Representations and Warranties . To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor hereby represents and warrants to Lender that, on the date hereof and during the duration of this Guaranty:

(a) Due Formation, Authorization and Enforceability . Guarantor is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has full power and legal right to execute and deliver this Guaranty and to perform under this Guaranty and the transactions contemplated hereunder. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty and the transactions contemplated hereunder. This Guaranty has been duly authorized, executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) Benefit to Guarantor . Guarantor hereby acknowledges that Lender would not make the Loan but for the personal liability undertaken by Guarantor under this Guaranty. Guarantor (i) is an affiliate of Borrower, (ii) has received, or will receive, direct and/or indirect benefit from the making of the Loan to Borrower and (iii) has received, or will receive, direct and/or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.

(c) Familiarity and Reliance . Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is



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familiar with the value of any and all collateral granted, or intended to be granted, as security for the Indebtedness or the Guaranteed Obligations; provided , however , Guarantor is not relying on such financial condition or such collateral as an inducement to enter into this Guaranty.

(d) No Representation by Lender . Neither Lender nor any other Person has made any representation, warranty or statement to Guarantor or to any other Person in order to induce the Guarantor to execute this Guaranty.

(e) Solvency . Guarantor has not entered into this Guaranty with the actual intent to hinder, delay or defraud any creditor. Guarantor received reasonably equivalent value in exchange for the Guaranteed Obligations. Guarantor is not presently insolvent, and the execution and delivery of this Guaranty will not render Guarantor insolvent.

(f) No Conflicts . The execution and delivery of this Guaranty by Guarantor, and the performance of transactions contemplated hereunder do not and will not (i) conflict with or violate any Legal Requirements or any governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities (including Environmental Laws) affecting Guarantor or any of its assets or property, (ii) conflict with, result in a breach of, or constitute a default (including any circumstance or event that would be a default but for the lack of due notice or lapse of time or both) under any of the terms, conditions or provisions of any of Guarantor’s organizational documents or any agreement or instrument to which Guarantor is a party, or by which Guarantor or its assets or property are bound or (iii) result in the creation or imposition of any Lien on any of Guarantor’s assets or property.

(g) Litigation . There is no action, suit, proceeding, arbitration or investigation pending or, to Guarantor’s knowledge, threatened against Guarantor in any court or by or before any other Governmental Authority, in each case, which could reasonably be expected to have consequences that would materially and adversely affect the performance of Guarantor’s obligations and duties under this Guaranty. There are no outstanding or unpaid judgments against Guarantor which could reasonably be expected to materially and adversely affect Guarantor or its business operations or conditions (financial or otherwise).

(h) Consents . No consent, approval, authorization, order or filings of or with any court or Governmental Authority is required for the execution, delivery and performance by Guarantor of, or compliance by Guarantor with, this Guaranty or the consummation of the transactions contemplated hereunder, other than those that have been obtained by Guarantor.

(i) Compliance . Guarantor is not in default or violation of any regulation, order, writ, injunction, decree or demand of any Governmental Authority, the violation or default of which might have consequences that would materially and adversely affect the condition (financial or otherwise) or business of Guarantor or might have consequences that would materially and adversely affect its performance hereunder.

(j) Financial Information . All financial data that have been delivered to Lender, by Borrower, Guarantor, or their respective Affiliates, with regard to Guarantor (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Guarantor as of the date of such reports and (iii) have been prepared in accordance with (A)



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GAAP or (B) International Financial Reporting Standards (“ IFRS ”; GAAP or IFRS, as applicable and consistently applied, an “ Acceptable Accounting Method ”) throughout the periods covered, except as may be explicitly disclosed therein.

(k) No Defenses . This Guaranty and the obligations of Guarantor hereunder are not subject to, and Guarantor has not asserted, any right of rescission, offset, counterclaim, cross-claim, recoupment or affirmative or other defense of any kind and neither the operation of any of the terms of this Guaranty nor the exercise of any right hereunder will render the Guaranty unenforceable in whole or in part.

(l) Tax Filings . Guarantor has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid, or has made adequate provision for the payment of, all federal, state and local taxes, charges and assessments payable by Guarantor. Guarantor reasonably believes that its tax returns properly reflect the incomes and taxes of Guarantor for the periods covered thereby.

(m) No Bankruptcy Filing . Guarantor is not and has never been a debtor in any voluntary or involuntary state or federal bankruptcy, insolvency or similar proceeding. Guarantor is contemplating neither the filing of a petition under any state or federal bankruptcy or insolvency laws nor the liquidation of its assets or property and Guarantor does not have any knowledge of any Person contemplating the filing of any such petition against it.

(n) Intentionally Omitted .

(o) Embargoed Person . (i) None of the funds or other assets of Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (ii) no Embargoed Person has any interest of any nature whatsoever in Guarantor (whether directly or indirectly) and (iii) none of the funds of Guarantor have been derived from any unlawful activity. Notwithstanding anything to the contrary contained herein, the representations and warranties contained in this subsection shall survive in perpetuity. The representations contained in this Section 3.1(o) shall not be deemed to apply to owners of shares of common stock in any indirect owner of Guarantor whose shares are listed on a publicly traded exchange and whose owner acquired such shares through such exchange.

(p) Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws . Guarantor, and to the best of Guarantor’s knowledge, each Person owning an interest in Guarantor: (a) is not currently identified on the OFAC List and (b) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of any Legal Requirement. Guarantor has implemented procedures, and will consistently apply such procedures throughout the term of the Loan and the existence of this Guaranty, to ensure the foregoing representations and warranties remain true and correct during the term of the Loan and the existence of this Guaranty. The representations contained in this Section 3.1(p) shall not be deemed to apply to owners of shares of common stock in any indirect owner of Guarantor whose shares are listed on a publicly traded exchange and whose owner acquired such shares through such exchange.



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(q) Survival . All representations and warranties made by Guarantor herein shall survive the execution hereof until repayment and satisfaction of the Indebtedness.

3.2 Covenants . Guarantor covenants and agrees with Lender that, until payment in full of all Guaranteed Obligations:

(a) As soon as available, and in any event within 120 days after the close of each Fiscal Year, Guarantor shall furnish to Lender, in substantially the form and substance provided in connection with the Loan closing or another form reasonably acceptable to Lender, annual financial statements of Guarantor, and shall include a balance sheet and operating statement of Guarantor as of the end of such year, together with related statements of operations and equityholders’ capital and cash flow for such Fiscal Year, audited by a “Big Four” accounting firm or other independent public accounting firm reasonably acceptable to Lender whose opinion shall be to the effect that such financial statements have been prepared in accordance with an Acceptable Accounting Method applied on a consistent basis.

(b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter (including year-end), Guarantor shall furnish to Lender, in substantially the form and substance provided in connection with the Loan closing or another form reasonably acceptable to Lender, quarterly and year-to-date unaudited financial statements, prepared for such fiscal quarter with respect to Guarantor, and shall include a balance sheet and operating statement of Guarantor as of the end of such Fiscal Quarter, together with related statements of operations, equityholders’ capital and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ending with such Fiscal Quarter, setting forth in comparative form the corresponding figures for the same period for the preceding fiscal year, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true, correct and complete and were prepared in accordance with an Acceptable Accounting Method applied on a consistent basis.

(d) Guarantor will preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises. Guarantor shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets.

(e) Guarantor shall not Transfer any direct or indirect equity interests in Borrower except in accordance with Section 2.2 of the Loan Agreement.

(f) Guarantor shall not voluntarily file a case, or join or collude with any Person in the filing of an involuntary case, in respect of Borrower under the Bankruptcy Code or similar insolvency law. Guarantor shall not seek the dissolution, liquidation or winding up, in whole or in part, of Borrower.



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(g) As of the last day of each Fiscal Quarter, Guarantor shall have a Net Worth of not less than $270,000,000.00 determined on a consolidated basis (excluding Guarantor’s direct and/or indirect interest in the Property) in accordance with an Acceptable Accounting Method. For purposes of this clause (g) : (w) “ Net Worth ” shall mean, as of a given date, (i) Guarantor’s total assets as of such date (exclusive of any interest in the Property or in any other asset that is part of the collateral for the Loan) less (ii) Guarantor’s total liabilities (taking into consideration contingent liabilities but exclusive of any liability under the Loan Documents) as of such date, determined in accordance with an Acceptable Accounting Method.

ARTICLE IV

SUBORDINATION OF CERTAIN INDEBTEDNESS

4.1 Subordination of Guarantor’s Conditional Rights . As used herein, the term “ Guarantor’s Conditional Rights ” shall mean any and all debts and liabilities of Borrower owed to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account or otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been or may hereafter be created or the manner in which they have been or may hereafter be acquired by Guarantor.

4.2 Liens Subordinate; Standstill . Notwithstanding any other provision of this Guaranty to the contrary, until the payment and performance in full of the Indebtedness, Guarantor hereby agrees that (i) all Guarantor’s Conditional Rights and any and all liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor’s Conditional Rights shall be and remain, at all times, inferior and subordinate in all respects to the payment and performance in full of the Indebtedness and any and all liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Indebtedness, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach, (ii) Guarantor shall not be entitled to, and shall not, receive or collect, directly or indirectly, from Borrower or any other Person any amount pursuant to or in satisfaction of any of the Guarantor’s Conditional Rights and (iii) Guarantor shall not, without the prior written consent of Lender, (x) exercise or enforce any creditor’s right it may have against Borrower in respect of any of the Guarantor’s Conditional Rights or (y) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor. The foregoing shall in no way limit the waiver of subrogation rights contained in Section 1.10 .

4.3 Claims in Bankruptcy . In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right and authority, either in its own name or as an attorney-in-fact for Guarantor, to prove its claim in any such proceeding and to take such other steps as may



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be necessary so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments that would otherwise be payable pursuant to or in satisfaction of any of the Guarantor’s Conditional Rights. Guarantor hereby assigns any and all such dividends and payments to Lender.

4.4 Payments Held in Trust . In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution that is prohibited by this Guaranty on account of any of the Guarantor’s Conditional Rights and either (i) such amount is paid to Guarantor at any time when any part of the Indebtedness or the Guaranteed Obligations shall not have been paid or performed in full or, (ii) regardless of when such amount is paid to Guarantor, any payment made by, or on behalf of, Borrower to Lender is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Lender or paid over to a trustee, receiver or any other Person, whether under any bankruptcy act or otherwise (such payment, a “ Preferential Payment ”), then such amount paid to Guarantor shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied upon the Indebtedness or the Guaranteed Obligations, whether matured or unmatured, in such order as Lender, in its sole and absolute discretion, shall determine. To the extent that any of the provisions of this Article 4 shall not be enforceable, Guarantor agrees that until such time as the Indebtedness and the Guaranteed Obligations have been paid and performed in full and the period of time has expired during which any payment made by Borrower to Lender may be determined to be a Preferential Payment, all of the Guarantor’s Conditional Rights, to the extent not validly waived, shall be subordinate to Lender’s right to full payment and performance of the Indebtedness and the Guaranteed Obligations and Guarantor shall not enforce any of the Guarantor’s Conditional Rights during such period.

ARTICLE V

MISCELLANEOUS

5.1 Lender’s Benefit; No Impairment of Loan Documents . This Guaranty is for the benefit of Lender and its successors and assigns and nothing contained herein shall impair, as between Borrower and Lender, the obligations of Borrower under the Loan Documents. Lender and its successors and assigns shall have the right to assign, in whole or in part, this Guaranty and the other Loan Documents to any Person and to participate all or any portion of the Loan in accordance with Article IX of the Loan Agreement.

5.2 Successors and Assigns; Binding Effect . This Guaranty shall be binding upon Guarantor and its heirs, executors, legal representatives, successors and assigns, whether by voluntary action of the parties or by operation of law. Notwithstanding anything to the contrary herein, Guarantor may in no event delegate or transfer its obligations under, or be released from, this Guaranty, except in accordance with the terms of the Loan Agreement and this Guaranty.

5.3 Borrower . The term “ Borrower ” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of or by Borrower or any interest in Borrower.



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5.4 Costs and Expenses . If Guarantor should breach or fail to timely perform any provision of this Guaranty, Guarantor shall, within five (5) Business Days after written demand by Lender, pay to Lender any and all reasonable out-of-pocket costs and expenses (including court costs and actual attorneys’ fees and expenses) actually incurred by Lender in connection with the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

5.5 Not a Waiver; No Set-Off . The failure of any party to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof, nor give rise to any estoppel against such party, nor excuse any other party from its obligations hereunder, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Guaranty, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Guaranty or to declare a default for failure to effect prompt payment of any such other amount. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce any of the Indebtedness or the Guaranteed Obligations. No set‑off, counterclaim (other than compulsory counterclaims), reduction, diminution of any obligations or any defense of any kind or nature that Guarantor has or may hereafter have against Borrower or Lender shall be available hereunder to Guarantor.

5.6 PRIOR AGREEMENTS . THIS GUARANTY CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE GUARANTY DESCRIBED HEREIN, AND ALL PRIOR AGREEMENTS AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR WRITTEN, INCLUDING ANY TERM SHEETS, CONFIDENTIALITY AGREEMENTS AND COMMITMENT LETTERS, ARE SUPERSEDED BY THE TERMS OF THIS GUARANTY AS THEY RELATE TO THE GUARANTY DESCRIBED HEREIN.

5.7 No Oral Change . No modification, amendment, extension, discharge, termination or waiver of any provision of this Guaranty, nor consent to any departure by Guarantor therefrom, shall in any event be effective unless the same shall be in a writing signed by Lender, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on, Guarantor, shall entitle Guarantor to any other or future notice or demand in the same, similar or other circumstances.

5.8 Separate Remedies . Each and all of Lender’s rights and remedies under this Guaranty and each of the other Loan Documents are intended to be distinct, separate and cumulative and no such right or remedy herein or therein mentioned is intended to be in exclusion of or a waiver of any other right or remedy available to Lender.

5.9 Severability . Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be



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ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

5.10 Rules of Construction . All references to sections and exhibits are to sections and exhibits in or to this Guaranty unless otherwise specified. Unless otherwise specified: (i) all meanings attributed to defined terms in this Guaranty shall be equally applicable to both the singular and plural forms of the terms so defined, (ii) “including” means “including, but not limited to” and “including, without limitation” and (iii) the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision, article, section or other subdivision of this Guaranty. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms and the singular form of nouns and pronouns shall include the plural and vice versa.

5.11 Headings . The Section headings in this Guaranty are included in this Guaranty for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose.

5.12 Recitals . The recitals and introductory paragraphs of this Guaranty are incorporated herein, and made a part hereof, by this reference.

5.13 Counterparts; Facsimile Signatures . This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Any counterpart delivered by facsimile, pdf or other electronic means shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Guaranty.

5.14 Notices . All notices, consents, approvals and requests required or permitted hereunder shall be given in writing by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or attempted delivery, addressed as follows (or at such other address and person as shall be designated from time to time by any party to this Guaranty, as the case may be, in a written notice to the other parties to this Guaranty in the manner provided for in this Section). A notice shall be deemed to have been given when delivered or upon refusal to accept delivery.


If to Lender:	c/o H/2 Capital Partners

680 Washington Boulevard

Seventh Floor

Stamford, Connecticut 06901
Attention: Daniel Ottensoser


and:	c/o H/2 Capital Partners

680 Washington Boulevard

Seventh Floor

Stamford, Connecticut 06901
Attention: William Stefko



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with a copy to:	Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Victoria Shusterman, Esq.


If to Guarantor:	Brookfield DTLA Holdings LLC

c/o Brookfield Office Properties

250 Vesey Street, 15th Floor

New York, New York 10281

Attention: General Counsel


and:	Brookfield DTLA Holdings LLC

c/o Brookfield Office Properties

250 Vesey Street, 15th Floor

New York, New York 10281

Attention: Jason Kirschner


with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

Attention: David L. Nagler, Esq.

5.15 GOVERNING LAW . (A) THIS GUARANTY WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY GUARANTOR IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT TO THE LOAN AGREEMENT WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR AND LENDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.



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(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST GUARANTOR OR LENDER ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS (OTHER THAN ANY ACTION IN RESPECT OF THE CREATION, PERFECTION OR ENFORCEMENT OF A LIEN OR SECURITY INTEREST CREATED PURSUANT TO ANY LOAN DOCUMENTS NOT GOVERNED BY THE LAWS OF THE STATE OF NEW YORK) MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK. GUARANTOR AND LENDER HEREBY EACH (i) IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (ii) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (iii) IRREVOCABLY CONSENT TO SERVICE OF PROCESS BY MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, AT THE ADDRESS SPECIFIED IN SECTION 5.14 HEREOF (AND AGREES THAT SUCH SERVICE AT SUCH ADDRESS IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER ITSELF IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT).

5.16 TRIAL BY JURY .

(a) GUARANTOR AND LENDER, BY ITS ACCEPTANCE HEREOF, TO THE FULLEST EXTENT THAT EACH MAY LAWFULLY DO SO, HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND LENDER, BY ITS ACCEPTANCE HEREOF, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER, BY ITS ACCEPTANCE HEREOF, IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER.

(b) SOLELY TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION FINDS THAT, DESPITE THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS GUARANTY, THE LAWS OF THE STATE OF CALIFORNIA APPLY TO THIS GUARANTY, GUARANTOR AND LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ANY ACTION TO RESOLVE A DISPUTE RELATING TO OR ARISING OUT OF THIS GUARANTY SHALL BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO SECTION 638, ET SEQ., OF THE CALIFORNIA CODE OF CIVIL PROCEDURE AND GUARANTOR AND LENDER SHALL ATTEMPT TO



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SELECT AND PROPOSE JOINTLY TO THE COURT A MUTUALLY AGREEABLE RETIRED JUDGE AS A REFEREE AND, FAILING THAT, EACH OF GUARANTOR AND LENDER SHALL RECOMMEND TO THE COURT A LIST OF RETIRED JUDGES WHO MAY SERVE AS THE REFEREE. GUARANTOR AND LENDER KNOWINGLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION TO RESOLVE ANY DISPUTE RELATING TO OR ARISING OUT OF THIS GUARANTY OR ANY PART THEREOF; AND IN CONNECTION WITH THIS GUARANTY, EACH OF GUARANTOR AND LENDER REPRESENTS THAT IT HAS DISCUSSED SUCH WAIVER WITH ITS OWN INDEPENDENT COUNSEL AND HAS RELIED ON ADVICE OF ITS COUNSEL AND MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY.

5.17 Instrument of Payment of Money Only . Guarantor acknowledges and agrees that this Guaranty is, and is intended to be, an instrument for the payment of money only, as such phrase is used in Section 3213 of the Civil Practice Law and Rules of the State of New York, that Guarantor has been fully advised by its counsel of Lender’s rights and remedies pursuant to such Section 3213 and that Guarantor expressly waives any right, and hereby agrees not, to assert that this Guaranty is not such an instrument.

5.18 Brokers and Financial Advisors . Guarantor hereby represents that, except for Eastdil Secured LLC, none of Borrower, Guarantor or any of their respective affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Guaranty and/or the other Loan Documents. Guarantor agrees to indemnify and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower, Guarantor or any of their respective affiliates in connection with the transactions contemplated in this Guaranty and/or the other Loan Documents. The provisions of this Section shall survive the expiration and termination of this Guaranty and the repayment of the Indebtedness.

[No Further Text on this Page; Signature Page Follows]



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IN WITNESS WHEREOF, the undersigned has executed this Guaranty all as of the day and year first above written.

GUARANTOR:

BROOKFIELD DTLA HOLDINGS LLC ,

a Delaware limited liability company


By:	BROOKFIELD DTLA GP LLC ,

its managing member,


By:	BOP US SUBSIDIARY LLC ,

its managing member,

By: /s/ G. MARK BROWN

Name: G. Mark Brown
Title: Global Chief Investment

Officer

[Signature Page to Non-Recourse Carveout Guaranty]

EXHIBIT 10.7

LOAN AGREEMENT

Dated as of July 11, 2016

Between

MAGUIRE PROPERTIES–555 W. FIFTH, LLC

and

MAGUIRE PROPERTIES – 350 S. FIGUEROA, LLC ,
collectively, as Borrower

and

DEUTSCHE BANK AG, NEW YORK BRANCH

and

BARCLAYS BANK PLC
collectively, as Lender

PROPERTY: 555 W. Fifth Street and 350 S. Figueroa Street, Los Angeles, California

TABLE OF CONTENTS



			Page
ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION			1
	Section 1.1	Specific Definitions.	1
	Section 1.2	Index of Other Definitions.	28
	Section 1.3	Principles of Construction.	31

ARTICLE 2 THE LOAN			31
	Section 2.1	The Loan.	31
	2.1.1	Agreement to Lend and Borrow.	31
	2.1.2	Single Disbursement to Borrower.	31
	2.1.3	The Note.	31
	2.1.4	Use of Proceeds.	32
	Section 2.2	Interest Rate.	32
	2.2.1	Interest Rate.	32
	2.2.2	Default Rate.	32
	2.2.3	Interest Calculation.	33
	2.2.4	Usury Savings.	33
	Section 2.3	Loan Payments.	33
	2.3.1	Payments.	33
	2.3.2	Payments Generally.	34
	2.3.3	Payment on Maturity Date.	34
	2.3.4	Late Payment Charge.	34
	2.3.5	Method and Place of Payment.	34
	Section 2.4	Prepayments.	34
	2.4.1	Prepayments.	34
	2.4.2	Voluntary Prepayments.	35
	2.4.3	Open Prepayment.	35
	2.4.4	Mandatory Prepayments.	35
	2.4.5	Prepayments After Default.	36
	2.4.6	Release on Payment in Full.	36
	2.4.7	Mezzanine Loans.	36
	2.4.8	Prepayment Conditions.	37

ARTICLE 3 REPRESENTATIONS AND WARRANTIES			37
	Section 3.1	Borrower Representations.	37
	3.1.1	Organization; Special Purpose.	37
	3.1.2	Proceedings.	37
	3.1.3	No Conflicts.	38
	3.1.4	Litigation.	38
	3.1.5	Agreements.	38
	3.1.6	Consents.	38
	3.1.7	Title.	38
	3.1.8	ERISA; No Plan Assets.	39
	3.1.9	Compliance.	39



			Page
	3.1.10	Financial Information.	39
	3.1.11	Condemnation.	40
	3.1.12	Easements; Utilities and Public Access.	40
	3.1.13	Separate Lots.	40
	3.1.14	Assessments.	40
	3.1.15	Enforceability.	40
	3.1.16	Assignment of Leases.	40
	3.1.17	Insurance.	40
	3.1.18	Licenses.	40
	3.1.19	Flood Zone.	41
	3.1.20	Physical Condition.	41
	3.1.21	Boundaries.	41
	3.1.22	Leases.	41
	3.1.23	Filing and Recording Taxes.	42
	3.1.24	Tax Filings.	42
	3.1.25	No Fraudulent Transfer.	42
	3.1.26	Federal Reserve Regulations.	43
	3.1.27	Organizational Chart.	43
	3.1.28	Organizational Status.	43
	3.1.29	Bank Holding Company.	43
	3.1.30	No Casualty.	43
	3.1.31	Purchase Options.	43
	3.1.32	FIRPTA.	43
	3.1.33	Investment Company Act.	43
	3.1.34	Use of Property.	44
	3.1.35	Fiscal Year.	44
	3.1.36	Other Debt.	44
	3.1.37	Contracts.	44
	3.1.38	Full and Accurate Disclosure.	44
	3.1.39	Other Obligations and Liabilities.	44
	3.1.40	Intentionally Omitted.	44
	3.1.41	Operations Agreements.	44
	3.1.42	No Prohibited Persons.	45
	3.1.43	Illegal Activity.	45
	3.1.44	350 S. Figueroa Property Documents.	45
	Section 3.2	Survival of Representations.	46

ARTICLE 4 BORROWER COVENANTS			46
	Section 4.1	Payment and Performance of Obligations.	46
	Section 4.2	Due on Sale and Encumbrance; Transfer of Interests.	46
	Section 4.3	Liens.	47
	Section 4.4	Special Purpose.	48
	Section 4.5	Existence; Compliance with Legal Requirements.	48
	Section 4.6	Taxes and Other Charges.	48
	Section 4.7	Litigation.	49
	Section 4.8	Access to Property.	49
	Section 4.9	Further Assurances; Supplemental Mortgage Affidavits.	49



			Page
	Section 4.10	Financial Reporting.	50
	4.10.1	Generally.	50
	4.10.2	Quarterly Reports.	50
	4.10.3	Annual Reports.	51
	4.10.4	Other Reports.	51
	4.10.5	Annual Budget.	52
	4.10.6	Extraordinary Operating Expenses.	52
	Section 4.11	Title to the Property.	53
	Section 4.12	Estoppel Statement.	53
	Section 4.13	Leases.	53
	4.13.1	Generally.	53
	4.13.2	Approvals.	53
	Section 4.14	Repairs; Maintenance and Compliance; Alterations.	56
	4.14.1	Repairs; Maintenance and Compliance.	56
	4.14.2	Alterations.	56
	Section 4.15	Approval of Major Contracts.	57
	Section 4.16	Property Management.	57
	4.16.1	Management Agreements and Parking Management Agreements.	58
	4.16.2	Prohibition Against Termination or Modification.	58
	4.16.3	Replacement of Manager and Parking Manager.	59
	Section 4.17	Performance by Borrower; Compliance with Agreements.	59
	Section 4.18	Licenses.	60
	Section 4.19	Notice of Default.	60
	Section 4.20	Cooperate in Legal Proceedings.	60
	Section 4.21	Awards and Insurance Benefits.	60
	Section 4.22	Indebtedness.	60
	Section 4.23	Business and Operations.	61
	Section 4.24	Costs of Enforcement.	61
	Section 4.25	Change in Business.	61
	Section 4.26	Debt Cancellation.	61
	Section 4.27	Zoning.	61
	Section 4.28	No Joint Assessment.	61
	Section 4.29	Principal Place of Business.	61
	Section 4.30	Change of Name, Identity or Structure.	61
	Section 4.31	Costs and Expenses.	62
	Section 4.32	Indemnity.	63
	Section 4.33	ERISA.	64
	Section 4.34	Patriot Act Compliance.	64
	Section 4.35	350 S. Figueroa Property Documents.	65
	Section 4.36	Required Repairs.	66

ARTICLE 5 INSURANCE, CASUALTY AND CONDEMNATION			66
	Section 5.1	Insurance.	66
	Section 5.1.1	Insurance Policies.	66
	Section 5.1.2	Insurance Company.	72
	Section 5.2	Casualty.	73
	Section 5.3	Condemnation.	73

iii



			Page
	Section 5.4	Restoration.	74

ARTICLE 6 CASH MANAGEMENT AND RESERVE FUNDS			79
	Section 6.1	Cash Management Arrangements.	79
	Section 6.2	WeWork Funds.	80
	6.2.1	Deposits of WeWork Funds.	80
	6.2.2	Release of WeWork Funds.	80
	Section 6.3	Tax Funds.	80
	6.3.1	Deposits of Tax Funds.	80
	6.3.2	Release of Tax Funds.	81
	Section 6.4	Insurance Funds.	81
	6.4.1	Deposits of Insurance Funds.	81
	6.4.2	Release of Insurance Funds.	81
	6.4.3	Acceptable Blanket Policy.	81
	Section 6.5	Capital Expenditure Funds.	82
	6.5.1	Deposits of Capital Expenditure Funds.	82
	6.5.2	Release of Capital Expenditure Funds.	82
	Section 6.6	Rollover Funds.	82
	6.6.1	Deposits of Rollover Funds.	82
	6.6.2	Release of Rollover Funds.	83
	Section 6.7	Outstanding Rollover Funds.	83
	6.7.1	Deposit of Outstanding Rollover Funds.	83
	6.7.2	Release of Outstanding Rollover Funds.	84
	6.7.3	Letter of Credit.	84
	Section 6.8	Free Rent Funds.	84
	6.8.1	Deposit of Free Rent Funds.	84
	6.8.2	Release of Free Rent Funds.	85
	6.8.3	Letter of Credit.	85
	Section 6.9	Casualty and Condemnation Account.	85
	Section 6.10	Cash Collateral Funds.	85
	Section 6.11	Material Tenant Lease Sweep Funds.	86
	6.11.1	Deposit of Material Tenant Lease Sweep Funds.	86
	6.11.2	Release of Lease Sweep Funds.	86
	Section 6.12	Prepaid Rent Reserve Funds.	87
	6.12.1	Deposit of Prepaid Rent Reserve Funds.	87
	6.12.2	Release of Prepaid Rent Reserve Funds.	87
	Section 6.13	Property Cash Flow Allocation.	87
	6.13.1	Order of Priority of Funds in Deposit Account.	87
	6.13.2	Failure to Make Payments.	88
	6.13.3	Application After Event of Default.	89
	Section 6.14	Cure of Low Debt Service Period.	89
	Section 6.15	Security Interest in Reserve Funds.	89
	Section 6.16	Letters of Credit.	90
	Section 6.17	Jams and Latham Lease Funds.	91
		Deposit of Jams Lease Funds.	91
		Release of Jams and Latham Lease Funds.	91
	Section 6.18	SCGC Lease Funds.	91



			Page
	Section 6.18.1	Deposit of SCGC Lease Funds.	91
	Section 6.18.2	Release of Free Rent Funds.	92

ARTICLE 7 PERMITTED TRANSFERS			92
	Section 7.1	Permitted Transfer of the Entire Property.	92
	Section 7.2	Permitted Transfers.	94
	Section 7.3	Cost and Expenses; Searches; Copies.	98

ARTICLE 8 SALE AND SECURITIZTION OF LOAN			98
	Section 8.1	Sale of Mortgage and Securitization.	98
	Section 8.2	Securitization Indemnification.	102
	Section 8.3	Severance.	104
	8.3.1	Severance Documentation.	104
	8.3.2	New Mezzanine Loan Option.	105
	8.3.3	Cooperation; Execution; Delivery.	106
	Section 8.4	Costs and Expenses.	106

ARTICLE 9 DEFAULTS			106
	Section 9.1	Events of Default.	106
	Section 9.2	Remedies.	110
	9.2.1	Acceleration.	110
	9.2.2	Remedies Cumulative.	110
	9.2.3	Severance.	111
	9.2.4	Lender’s Right to Perform.	112

ARTICLE 10 MISCELLANEOUS			112
	Section 10.1	Survival; Successors and Assigns.	112
	Section 10.2	Lender’s Discretion; Rating Agency Review Waiver.	112
	Section 10.3	Governing Law.	113
	Section 10.4	Modification, Waiver in Writing.	114
	Section 10.5	Delay Not a Waiver.	114
	Section 10.6	Notices.	114
	Section 10.7	Waiver of Trial by Jury.	116
	Section 10.8	Headings, Schedules and Exhibits.	116
	Section 10.9	Severability.	116
	Section 10.10	Preferences.	116
	Section 10.11	Waiver of Notice.	116
	Section 10.12	Remedies of Borrower.	117
	Section 10.13	Offsets, Counterclaims and Defenses.	117
	Section 10.14	No Joint Venture or Partnership; No Third Party Beneficiaries.	117
	Section 10.15	Publicity.	117
	Section 10.16	Waiver of Marshalling of Assets.	118
	Section 10.17	Waivers of Offsets/Defenses/Counterclaims.	118
	Section 10.18	Conflict; Construction of Documents; Reliance.	118
	Section 10.19	Brokers and Financial Advisors.	119



		Page
Section 10.20	Exculpation.	119
Section 10.21	Prior Agreements.	122
Section 10.22	Servicer.	122
Section 10.23	Joint and Several Liability.	123
Section 10.24	Creation of Security Interest.	123
Section 10.25	Special Taxes.	123
Section 10.26	Assignments and Participations.	124
Section 10.27	Acknowledgment and Consent to Bail-In of EEA Financial Institutions.	125
Section 10.28	Counterparts.	126
Section 10.29	Set-Off.	126
Section 10.30	Intercreditor Agreement.	126
Section 10.31	Deemed Distributions.	127
Section 10.32	Contributions and Waivers.	127
Section 10.33	Co-Lenders.	130



Schedules and Exhibits

Schedules :

Schedule I	-	Rent Roll
Schedule II	-	Reserved
Schedule III	-	Organization of Borrower
Schedule IV	-	Exceptions to Representations and Warranties
Schedule V	-	Definition of Special Purpose Bankruptcy Remote Entity
Schedule VI	-	Required Repairs
Schedule VII	-	Reserved
Schedule VIII	-	Unpaid and/or Outstanding Approved Leasing Expenses
Schedule IX	-	Free Rent Amounts
Schedule X	-	Ratable Share
Schedule XI	-	Pre-Approved Unaffiliated Qualified Parking Managers

Exhibits :

Exhibit A-1	-	Legal Description of 350 S. Figueroa Property
Exhibit A-2	-	Legal Description of 555 W. Fifth Property
Exhibit B	-	Secondary Market Transaction Information
Exhibit C	-	Form of Contribution Agreement
Exhibit D	-	Form of Non-Disturbance Agreement
Exhibit E	-	Form of Alteration Deficiency Guaranty

vii

LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of July 11, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between DEUTSCHE BANK AG, NEW YORK BRANCH , a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (together with its successors and assigns, “ Deutsche Bank ”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, and BARCLAYS BANK PLC , a public limited company registered in England and Wales (together with its successors and assigns, “ Barclays ”), having an address at 745 Seventh Avenue, New York, New York 10019 (each, a “ Co-Lender ” and, collectively, “ Lender ”), and MAGUIRE PROPERTIES–555 W. FIFTH, LLC , a Delaware limited liability company (together with its permitted successors and assigns, collectively, “ 555 W. Fifth Borrower ”) and MAGUIRE PROPERTIES – 350 S. FIGUEROA, LLC , a Delaware limited liability company (together with its permitted successors and assigns, collectively, “ 350 S. Figueroa Borrower ”), each having an address at c/o Brookfield Office Properties, 250 Vesey Street, 15 ^th Floor, New York, New York 10281 (collectively, “ Borrower ” and sometimes referred to herein individually as an “ Individual Borrower ”).

All capitalized terms used herein shall have the respective meanings set forth in Article 1 hereof.

W I T N E S S E T H :

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 terms and conditions 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:

ARTICLE 1

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Specific Definitions .

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

“ 350 S. Figueroa Property ” shall mean the parcel of real property described on Exhibit A-1 attached hereto and made a part hereof, the Improvements now or hereafter erected or installed thereon and all personal property owned by the 350 S. Figueroa Borrower and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, all as more particularly described in the Granting Clauses of the Mortgage.

“ 350 S. Figueroa Property Documents ” shall mean, collectively, the 350 S. Figueroa Property Parking Agreement and the 350 S. Figueroa Property REA.

“ 350 S. Figueroa Property Parking Agreement ” shall mean the Covenant and Agreement Regarding Maintenance of Off-Street Parking Space dated August 7, 1974 and recorded on September 30, 1974 as Instrument No. 930 in Book D-4008 of the Official Records of Los Angeles County, as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ 350 S. Figueroa Property REA ” shall mean the Amended and Restated Declaration of Establishment of Easements, Covenants, Conditions and Restrictions dated as of July 10 ^th , 1972 and recorded on July 12, 1972 as Instrument No. 668 in Book D-5528 Page 518 of the Official Records of Los Angeles County, as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ 350 S. Figueroa Property Management Agreement ” shall mean the management agreement entered into by and between 350 S. Figueroa Borrower and the current Manager or any replacement management agreement entered into by and between 350 S. Figueroa Borrower and a Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Manager is to provide management and other services with respect to the 350 S. Figueroa Property.

“ 350 S. Figueroa Property Parking Management Agreement ” shall mean the parking management agreement entered into by and between 350 S. Figueroa Borrower and the current Parking Manager or any replacement parking management agreement entered into by and between 350 S. Figueroa Borrower and a Parking Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Parking Manager is to provide management of the operation of the parking garage located at the 350 S. Figueroa Property.

“ 555 W. Fifth Property ” shall mean the parcel of real property described on Exhibit A-2 attached hereto and made a part hereof, the Improvements now or hereafter erected or installed thereon and all personal property owned by the 555 W. Fifth Borrower and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, all as more particularly described in the Granting Clauses of the Mortgage.

“ 555 W. Fifth Property Management Agreement ” shall mean the management agreement entered into by and between 555 W. Fifth Borrower and the current Manager or any replacement management agreement entered into by and between 555 W. Fifth Borrower and a Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Manager is to provide management and other services with respect to the 555 W. Fifth Property.

“ 555 W. Fifth Property Parking Management Agreement ” shall mean the parking management agreement entered into by and between 555 W. Fifth Borrower and the current Parking Manager or any replacement parking management agreement entered into by and between 555 W. Fifth Borrower and a Parking Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Parking Manager is to provide management of the operation of the parking garage located at the 555 W. Fifth Property.

“ Affiliate ” shall mean, as to any Person, any other Person that (i) owns directly or indirectly twenty-five percent (25%) or more of all equity interests in such Person, and/or (ii) is

in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is the spouse, issue or parent of such Person or of an Affiliate of such Person.

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

“ Alteration Deficiency Guaranty ” shall mean a guaranty (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time) in favor of Lender pursuant to the terms and provisions of Section 4.14.2 of this Agreement, which shall be substantially in the form attached hereto as Exhibit E and shall be executed and delivered by a Brookfield Party that maintains an Investment Grade Rating.

“ Alteration Threshold ” shall mean five percent (5%) of the Outstanding Principal Balance.

“ Annual Budget ” shall mean the operating and capital budget for the Property setting forth, on a month-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of anticipated Operating Income, Operating Expenses and Capital Expenditures for the applicable Fiscal Year.

“ Approved Capital Expenditures ” shall mean Capital Expenditures incurred by Borrower and either (i) included in the Approved Annual Budget or otherwise permitted hereunder or, (ii) required under any Lease (provided that such Capital Expenditures are clearly identified and the amount of such work or a detailed description of such work is set forth in the Leases) (x) in effect as of the date hereof, or (y) that is subsequently entered into in accordance with the Loan Documents, or (iii) approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed.

“ Approved Leasing Expenses ” shall mean actual out-of-pocket expenses which are (A) incurred by Borrower in leasing space at the Property pursuant to Leases existing on the date hereof or entered into in accordance with the Loan Documents, including brokerage commissions, tenant allowances, the cost of tenant improvements, base building expenses (to the extent required to be performed under the applicable Lease) and costs incurred to prepare space for occupancy by a new tenant, including demolition costs) incurred by Borrower in leasing space at the Property pursuant to Leases entered into in accordance with the Loan Documents (or expansions or renewals thereof), which expenses are on market terms and conditions, (B) otherwise approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed, and (C) substantiated by executed Lease documents and brokerage agreements.

“ Approved Operating Expenses ” shall mean Operating Expenses incurred by Borrower which (i) are included in the Approved Annual Budget for the current calendar month, (ii) are for Real Estate Taxes, Insurance Premiums, electric, gas, oil, water, sewer or other utility service to the Property, (iii) are for property management fees payable to the Manager under the Management Agreements, such amounts not to exceed the actual fees payable under the Management Agreements, (iv) are for parking management fees payable to the Parking Manager under the Parking Management Agreement, such amounts not to exceed the actual fees payable under the Parking Management Agreement, or (v) have been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed.

“ Approved Replacement Guarantor ” shall mean a Person that satisfies the conditions set forth in clauses (x) and (y) of the definition of “Qualified Transferee” (i) who either Controls Borrower (or Transferee Borrower, as applicable) or owns a direct or indirect interest in Borrower (or Transferee Borrower, as applicable), (ii) either (a) satisfies the Guarantor Net Worth Covenant and is otherwise reasonably acceptable to Lender or (b) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in Lender’s sole discretion, (iii) is formed in (or, if such Person is an individual, is a citizen of), maintains its principal place of business in (or, if such Person is an individual, maintains a primary residence in), and is subject to service in the United States or Canada, (iv) has sufficient assets in the United States or Canada to meet the Guarantor Net Worth Covenant and (v) if required pursuant to a pooling and servicing agreement entered into in connection with the Securitization of the Loan, for which Lender has received a Rating Agency Confirmation from each applicable Rating Agency.

“ Assignment of Agreements ” shall mean that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

“ Assignment of Leases ” shall mean that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

“ Assignment of Management Agreements ” shall mean that certain Assignment of Management Agreements and Subordination of Management Fees dated as of the date hereof among Borrower, Manager and Lender.

“ Assignment of Parking Management Agreements ” shall mean that certain Assignment of Parking Management Agreements and Subordination of Parking Management Fees dated as of the date hereof among Borrower, Parking Manager and Lender.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect to all or any part of the Property.

“ BAM ” shall mean 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.

“ BOP ” shall mean Brookfield Office Properties, Inc., a Canada corporation.

“ BPY ” shall mean Brookfield Property Partners, L.P., a Bermuda limited partnership.

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in the State of New York or the state where the servicing offices of the Servicer are located.

“ Calculation Date ” shall mean the last day of each calendar quarter during the Term.

“ Capital Expenditures ” shall, for any period, mean amounts expended for replacements and alterations to the Property (excluding tenant improvements) and required to be capitalized according to GAAP.

“ Cash Management Agreement ” shall mean that certain Cash Management Agreement of even date herewith among Deposit Bank, Lender and Borrower, as the same may be modified, amended, supplemented or replaced from time to time.

“ Casualty Threshold ” shall mean $10,000,000.00.

“ Clearing Account Agreement ” shall mean collectively and individually, as the context requires, (i) that certain Deposit Account Control Agreement dated the date hereof by and among 555 W. Fifth Borrower, Lender and Bank of the West, a California state banking corporation and (ii) that certain Deposit Account Control Agreement dated the date hereof by and among 350 S. Figueroa Borrower, Lender and Bank of the West, a California state banking corporation.

“ Closing Date ” shall mean the date of the funding of the Loan.

“ 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.

“ Combined Debt Service Coverage Ratio ” shall mean, a ratio for the applicable date of determination thereof, as reasonably determined by Lender in which:

(a) the numerator is the Underwritten Net Cash Flow calculated as of such date of determination; and

(b) the denominator is the sum of annual Debt Service, plus annual debt service of the Current Mezzanine Loan, plus annual debt service of any New Mezzanine Loan(s).

“ Combined Restoration DSCR ” shall mean, as of any date of determination, the ratio of (a) the Underwritten Net Cash Flow of the Property, based on Rents in place (annualized and including rental income insurance proceeds) and expenses on a pro forma basis, to (b) an amount equal to the sum of twelve (12) times the Monthly Debt Service Payment Amount, plus annual debt service of the Current Mezzanine Loan, plus annual debt service of any New Mezzanine Loan(s).

“ Commonly Controlled Entity ” shall mean an entity, whether or not incorporated, that is under common control with any Individual Borrower within the meaning of Section 4001(a)(14) of ERISA or is part of a group that includes any Individual Borrower and that is treated as a single employer under Section 414(b) or (c) of the Code.

“ Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“ Control ” shall mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise, and the terms Controlled, Controlling and Common Control shall have correlative meanings.

“ Credit Check ” shall mean a customary credit and background investigation of a Person as typically required by Lender in connection with underwriting a new mortgage loan borrower including, without limitation, performing the following searches as to such Person: (a) judgment, (b) lien, (c) litigation, (d) bankruptcy, (e) UCC filings, (f) civil and criminal records, (g) Patriot Act, (h) “know your customer” and (i) other similar searches as may from time to time be reasonably required by Lender.

“ Current Mezzanine Loan ” shall mean that certain loan in the principal amount of One Hundred Thirty-One Million and No/100 Dollars ($131,000,000.00) by Current Mezzanine Loan Lender to Current Mezzanine Loan Borrower pursuant to the Current Mezzanine Loan Agreement.

“ Current Mezzanine Loan Borrower ” shall mean, MAGUIRE PROPERTIES–555 W. FIFTH MEZZ I, LLC, a Delaware limited liability company.

“ Current Mezzanine Loan Account ” shall mean an account into which Deposit Bank shall deposit from the Deposit Account the amounts required to be deposited pursuant to Section 6.13.1(x) hereof.

“ Current Mezzanine Loan Default ” shall mean an “Event of Default” under the Current Mezzanine Loan and as defined in the Current Mezzanine Loan Documents and Lender may conclusively rely on any notice from the Current Mezzanine Loan Lender of such Current Mezzanine Loan Default without any inquiry into the validity thereof.

“ Current Mezzanine Loan Default Revocation Notice ” shall mean a notice from Current Mezzanine Loan Lender, with respect to the Current Mezzanine Loan (upon which Lender may conclusively rely without any inquiry into the validity thereof) that a Current Mezzanine Loan Default under the Current Mezzanine Loan of which Lender was previously notified has either been cured or waived.

“C urrent Mezzanine Loan Documents ” shall mean (i) the Mezzanine Loan Agreement (the “ Current Mezzanine Loan Agreement ”) between Current Mezzanine Loan Lender and Current Mezzanine Loan Borrower, (ii) the promissory note(s) (whether one or more, the “ Current Mezzanine Note ”) in the original principal amount of the Current Mezzanine Loan made by Current Mezzanine Loan Borrower and payable to Current Mezzanine Loan Lender, (iii) the Pledge and Security Agreement made by Current Mezzanine Loan Borrower in favor of Current Mezzanine Loan Lender, (iv) each Uniform Commercial Code financing statement executed by Current Mezzanine Loan Borrower in favor of Current Mezzanine Loan Lender in connection with the foregoing and (v) any other “Loan Document”, as defined in the Current Mezzanine Loan Agreement, as each of the foregoing may be modified, amended and restated from time to time in accordance with the terms and provisions of the Intercreditor Agreement.

“ Current Mezzanine Loan Lender ” shall mean Deutsche Bank AG, New York Branch, in its capacity as the holder of the Current Mezzanine Loan and any subsequent holder of the

Current Mezzanine Loan to whom the Current Mezzanine Loan has been assigned or transferred pursuant to the terms of the Intercreditor Agreement..

“ Current Mezzanine Loan Lender Payment Instruction ” shall mean the written notice delivered by Current Mezzanine Loan Lender to Lender (upon which Lender may conclusively rely without any inquiry into the validity thereof) at least five (5) Business Days prior to each Monthly Payment Date setting forth (i) the Current Mezzanine Loan Monthly Debt Service Payment payable by Current Mezzanine Loan Borrower on the first Monthly Payment Date occurring after the date such notice is delivered, (ii) the Current Mezzanine Loan Account, (iii) wire instructions for such payment, and (iv) whether or not any Current Mezzanine Loan Default has then occurred and is continuing under the Current Mezzanine Loan Documents.

“ Current Mezzanine Loan Monthly Debt Service Payment ” shall mean, as to each Monthly Payment Date, an amount equal to the scheduled payment of non-default interest payable by Current Mezzanine Loan Borrower on such Monthly Payment Date pursuant to the terms of the Current Mezzanine Loan Documents.

“ Current Mezzanine Loan Trigger Period ” shall commence upon the occurrence of a Current Mezzanine Loan Default and shall end upon receipt by Lender of a Current Mezzanine Loan Default Revocation Notice.

“ Debt ” shall mean the Outstanding Principal Balance together with all interest accrued and unpaid thereon and all other sums (including the Prepayment Fee and/or Liquidated Damages Amount, if applicable) due to Lender from time to time in respect of the Loan under the Note, this Agreement, the Mortgage, the Environmental Indemnity or any other Loan Document.

“ Debt Service ” shall mean, with respect to any particular period of time, the scheduled interest payments due and payable under the Note.

“ Debt Service Coverage Ratio ” shall mean, a ratio for the applicable date of determination thereof, as reasonably determined by Lender in which:

(a) the numerator is the Underwritten Net Cash Flow calculated as of such date of determination; and

(b) the denominator is the annual Debt Service and the annual scheduled interest payments due and payable under any New Mezzanine Loan.

“ Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would constitute an Event of Default.

“ Default Rate ” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate or (ii)(A) with respect to the Senior Note, three percent (3%) above the Senior Note Interest Rate or (B) with respect to the Junior Note, three percent (3%) above the Junior Note Interest Rate, or (C) with respect to any other amounts owed to Lender where the Default Rate is applicable hereunder or under the other Loan Documents evidencing this Loan, the sum of (x) the weighted average of the Senior Note Interest Rate and the Junior

Note Interest Rate (based on the outstanding principal balance of the Senior Note and the Junior Note) and (y) three percent (3%).

“ Deposit Account ” shall mean an Eligible Account at the Deposit Bank.

“ Deposit Bank ” shall mean the bank or banks selected by Lender to maintain the Deposit Account.

“ Discount Rate ” shall mean the rate which, when compounded monthly, is equivalent to the lesser of (i) the Treasury Rate and (ii) the Swap Rate, each when compounded semi annually.

“ Eligible Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is an account or accounts (or subaccounts thereof) maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligibility Requirements ” means, with respect to any Person, that such Person (i) has total real estate assets (in name or under management) in excess of $1,000,000,000.00 (exclusive of the Property) and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of at least $500,000,000.00, (ii) is a Qualified Transferee and (iii) is regularly engaged in the business of owning or operating Class “A” office properties similar to the Property located in major metropolitan markets in the United States and Canada containing, in the aggregate, not less than 5,000,000 square feet of office space (excluding the Property).

“ Eligible Institution ” shall mean a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least (i) “A” by S&P, (ii) “A” by Fitch (and the short term deposits or short term unsecured debt obligations or commercial paper of such depository institution are rated no less than “F1” by Fitch) and (iii) “A2” by Moody’s, or in the case of Letters of Credit, the long term unsecured debt obligations of which are rated at least (i) “A+” by S&P, (ii) “A+“ by Fitch (and the short term deposits or short term unsecured debt obligations or commercial paper of such depository institution are rated no less than “F1” by Fitch) and (iii) “A1” by Moody’s; provided, however, for purposes of the Deposit Bank, the definition of Eligible Institution shall have the meaning set forth in the Cash Management Agreement.

“ Emergency Repair ” shall mean any work required to be performed at the Property on an emergency basis (i.e. without sufficient time to comply with the applicable provisions of this Agreement) to remedy a situation posing an imminent threat to human health or safety.

“ Environmental Indemnity ” shall mean that certain Environmental Indemnity Agreement dated as of the date hereof executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender.

“ Excluded Taxes ” shall mean any of the following Special Taxes imposed on or with respect to a Co-Lender or required to be withheld or deducted from a payment to a Co-Lender: (a) Special Taxes imposed on or measured by net income (however denominated), franchise Special Taxes, and branch profits Special Taxes, in each case, (i) imposed as a result of such Co-Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Special Taxes imposed on amounts payable to or for the account of Co-Lender with respect to an applicable interest in the Loan pursuant to an applicable law in effect on the date on which (i) such Co-Lender acquires such interest in the Loan or (ii) such Co-Lender changes its lending office, except in each case to the extent that amounts with respect to such Special Taxes were payable either to such Co-Lender’s assignor immediately before such Co-Lender became a party hereto or to such Co-Lender immediately before it changed its lending office, (c) Special Taxes attributable to such Co-Lender’s failure to comply with provision of forms and other documentation as required in Section 10.25 and (d) any U.S. federal withholding Special Taxes imposed under FATCA.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ FIRREA ” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (as the same may have been or may hereafter be amended, restated, supplemented or otherwise modified).

“ Fiscal Year ” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the Term.

“ Fitch ” shall mean Fitch, Inc.

“ 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.

“ Governmental Authority ” shall mean any court, board, agency, department, commission, central bank, office or authority of any nature whatsoever or any governmental unit (federal, state, commonwealth, county, district, municipal, city or otherwise) (whether of the government of the United States or any other nation) now or hereafter in existence (including any supra-national bodies such as the European Union or the European Central Bank and any intergovernmental organizations such as the United Nations).

“ Gross Revenue ” shall mean all revenue derived from the ownership and operation of the Property from whatever source, including Rents and any Insurance Proceeds (whether or not Lender elects to treat any such Insurance Proceeds as business or rental interruption Insurance Proceeds pursuant to Section 5.4(e) hereof).

“ Guarantor ” shall mean Brookfield DTLA Holdings LLC, a Delaware limited liability company, or any other Person that now or hereafter guarantees the obligations of any Individual Borrower under any Loan Document.

“ Guarantor Net Worth Covenant ” shall mean those covenants set forth in Section 5.2 of the Guaranty.

“ Guaranty ” shall mean that certain Guaranty of Recourse Obligations of even date herewith from Guarantor for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise amended from time to time.

“ Indebtedness ” shall mean, for any Person, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests, (iv) all indebtedness guaranteed by such Person, directly or indirectly, (v) all obligations under leases that constitute capital leases for which such Person is liable, (vi) all obligations under any PACE Loans, and (vii) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case for which such Person is liable or its assets are liable, whether such Person (or its assets) is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss.

“Indemnified Taxes” shall mean (a) Special Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes.

“ Independent Accountant ” shall mean a firm of nationally recognized, certified public accountants which is selected by Borrower and reasonably acceptable to Lender.

“ Individual Property ” shall mean, individually, (a) the 350 S. Figueroa Property and (b) the 555 W. Fifth Property.

“ Insolvency Opinion ” shall mean that certain bankruptcy non-consolidation opinion letter dated the date hereof delivered by Richards Layton & Finger, P.A. in connection with the Loan.

“ Interest Rate ” shall mean (a) with respect to the Senior Note, the Senior Note Interest Rate, and (b) with respect to the Junior Note, the Junior Note Interest Rate.

“ Investment Grade Rating ” shall mean, with respect to any Person, that the long-term unsecured debt obligations of such Person are rated at least “BBB-” by S&P, “Baa3” from Moody’s, “BBB-” by Fitch, and the equivalent rating by each of the other Rating Agencies engaged to rate the Securities issued in connection with any Securitization of the Loan that maintains a rating for such Person.

“ Jams Lease ” shall mean that certain Lease between 555 W. Fifth Borrower and JAMS, INC., a Delaware corporation, dated as of March 20, 2014, as the same may be modified, amended, supplemented, restated or replaced from time to time.

“ Junior Note ” shall mean, individually and collectively, as the context requires, Note B-1 and Note B-2.

“ Junior Note Interest Rate ” shall mean a rate of 3.4727% per annum.

“ Junior Note Outstanding Principal Balance ” shall mean, as of any date, the aggregate outstanding principal balance of the Junior Notes.

“ Latham Lease ” shall mean that certain Gas Company Tower Office Lease dated May 28, 2003, as amended by (i) that certain Amendment to Lease dated October 17, 2003, (ii) that certain Second Amendment to Lease dated August 3, 2005, (iii) that certain Letter Agreement Concerning 5 ^th Floor Must-Take Space dated July 1, 2006, (iv) that certain Third Amendment to Lease dated April 25, 2008, (v) that certain Fourth Amendment to Lease Re Short Term Extension dated April 5, 2013, (vi) that certain Fifth Amendment to Lease Re Short Term Extension dated December 26, 2013, (vii) that certain Letter Agreement dated January 28, 2015 and (viii) that certain Sixth Amendment to Lease dated April 30, 2015 between 555 W. Fifth Borrower and Latham & Watkins LLP, a Delaware limited liability partnership, as the same has been and may be further modified, amended, supplemented, restated or replaced from time to time.

“ Lease ” shall mean any lease, sublease or sub-sublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy, all or any portion of any space in the Property, and every modification, amendment or other agreement relating to such lease, sublease, sub-sublease or other agreement entered into in connection with such lease, sublease, sub-sublease or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

“ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Loan, Borrower or the Property or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, zoning and land use laws, the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting the Property or any part thereof, including any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

Date or payment of the subject obligation or completion of the subject activity for which such Letter of Credit was provided) in favor of Lender and entitling Lender to draw thereon, in whole or in part, in New York, New York or such other domestic location approved by Lender or pursuant to procedures of the issuing bank provided that such issuing bank allows for draws (including partial draws by facsimile), issued by an Eligible Institution or the U.S. agency or branch of a foreign Eligible Institution, to an applicant/obligor that is not Borrower.

“ Lien ” shall mean any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, easement, restrictive covenant, preference, assignment, security interest, PACE Loan or any other encumbrance, charge or transfer of, on or affecting all or any portion of the Property or any interest therein, or any direct or indirect interest in Borrower, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances. For purposes hereof, a notice of commencement of work or any similar filing shall not be considered a “Lien”.

“ Loan ” shall mean the loan in the original principal amount of Three Hundred Nineteen Million and No/100 Dollars ($319,000,000.00) made by Lender to Borrower pursuant to this Agreement.

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Mortgage, the Assignment of Leases, the Cash Management Agreement, the Clearing Account Agreement, the Assignment of Agreements, the Environmental Indemnity, the Assignment of Management Agreements, the Assignment of Parking Management Agreements and the Guaranty and any other documents, agreements and instruments now or hereafter evidencing, securing or delivered to Lender in connection with the Loan, as the same may be (and each of the foregoing defined terms shall refer to such documents as they may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Low Debt Service Period ” shall commence if either (i) the Debt Service Coverage Ratio is less than 1.9455:1.00 for two (2) consecutive Calculation Dates or (ii) the Combined Debt Service Coverage Ratio is less than 1.10:1.00 for two (2) consecutive Calculation Dates, and shall end if (A) with respect to a Low Debt Service Period continuing pursuant to clause (i) above, the Debt Service Coverage Ratio is at least 1.9455:1.00 for two (2) consecutive Calculation Dates and (B) with respect to a Low Debt Service Period continuing pursuant to clause (ii) above, the Combined Debt Service Coverage Ratio is at least 1.10:1.00 for two (2) consecutive Calculation Dates, in each case, as determined by Lender.

“ Major Contract ” shall mean, individually or collectively, as the context may require, (i) any management, brokerage or leasing agreement (including, without limitation, the Management Agreements, but excluding the Parking Management Agreements, any replacement parking management agreement and any brokerage agreements entered into in connection with any Lease entered into in accordance with the terms of the Loan Documents if such brokerage agreement is an arm’s length agreement made with an unaffiliated third party) or any cleaning, maintenance, service or other contract or agreement of any kind (other than Leases) which (a) provides for annual payments in excess of One Million and No/100 Dollars ($1,000,000.00) and (b) is either (1) not cancelable on sixty (60) days or less notice and/or (2) requires payment of a termination fee in excess of One Hundred Thousand and No/100 Dollars ($100,000.00),

and/or (ii) any contract or agreement with an Affiliate of Borrower relating to the ownership, leasing, management, use, operation, maintenance, repair or restoration of the Property.

“ Major Lease ” shall mean any Lease which (i) either individually, or when taken together with any other Lease with the same Tenant or its Affiliates, and assuming the exercise of all expansion rights and preferential rights to lease additional space contained in such Lease, is expected to cover more than 75,000 rentable square feet at the Property, (ii) contains an option or preferential right to purchase all or any portion of the Property, (iii) is with an Affiliate of Borrower as Tenant, or (iv) is entered into during the continuance of an Event of Default.

“ Management Agreement ” shall mean, individually, the 350 S. Figueroa Property Management Agreement and the 555 W. Fifth Property Management Agreement, and “ Management Agreements ” shall mean, collectively, the 350 S. Figueroa Property Management Agreement and the 555 W. Fifth Property Management Agreement.

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

“ Material Adverse Effect ” means, with respect to a Person, any event or condition which causes (i) a material impairment of the ability to perform any of its obligations under any Loan Documents, (ii) a material adverse effect upon the legality, validity, binding effect or enforceability of any Loan Document, or (iii) a material adverse effect on the use, value or possession of the Property taken as a whole (including the Underwritten Net Cash Flow).

“ Material Alteration ” shall mean any alteration affecting structural elements of the Property the cost of which exceeds the Alteration Threshold; provided, however, that in no event shall (i) any tenant improvement work or base building work performed pursuant to any Lease existing on the date hereof or entered into hereafter in accordance with the provisions of this Agreement, (ii) alterations performed as part of a Restoration or (iii) any Emergency Repair, constitute a Material Alteration.

“ Material Tenant ” shall mean Southern California Gas Company, a California corporation , or any successor Tenant under the Material Tenant Lease.

“ Material Tenant Insolvency Proceeding ” shall mean (a) the admission in writing by Material Tenant of its inability to pay its debts generally, or the making of a general assignment for the benefit of creditors, or the instituting by Material Tenant of any proceeding seeking to adjudicate it insolvent or seeking a liquidation or dissolution, or the taking advantage by Material Tenant of any Insolvency Law (as hereinafter defined), or the commencement by Material Tenant of a case or other proceeding naming it as debtor under any Insolvency Law or the instituting of a case or other proceeding against or with respect to Material Tenant under any Insolvency Law or (B) the instituting of any proceeding against or with respect to Material Tenant seeking liquidation of its assets or the appointment of (or if Material Tenant shall consent to or acquiesce in the appointment of) a receiver, liquidator, conservator, trustee or similar official in respect of it or the whole or any substantial part of its properties or assets or the taking of any corporate, partnership or limited liability company action in furtherance of any of the foregoing. As used herein, the term “ Insolvency Law ” shall mean Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.) as the same has been or may be amended or superseded from

time to time, or any other applicable domestic or foreign liquidation, conservatorship, bankruptcy, receivership, insolvency, reorganization, or any similar debtor relief laws affecting the rights, remedies, powers, privileges and benefits of creditors generally.

“ Material Tenant Lease ” shall mean, collectively, (i) The Gas Company Tower Amended and Restated Office Lease dated as of May 12, 2010, as amended by the First Amendment to Amended and Restated Office Lease dated as of December 9, 2010, as further amended by the Second Amendment to Amended and Restated Office Lease dated as of September 27, 2011, as further amended by the Third Amendment to Amended and Restated Office Lease dated June 30, 2014, and as supplemented by the Notice by Landlord re Relocation of Storage Space dated December 9, 2014, (ii) The Gas Company Tower Office Lease (Third Floor), dated as of October 14, 2010, as amended by the First Amendment to Lease (Third Floor) dated as of August 27, 2013, as further amended by the Second Amendment to Office Lease dated May 29, 2015, and as supplemented by the Notice of Lease Term (Suite 2800) dated November 9, 2015, and (iii) The Gas Company Tower Office Lease (Twenty-Second Floor) dated as of April 5, 2013, as amended by the First Amendment to Amended and Restated Office Lease (Floor 22 addition of Floor 23) dated as of December 23, 2013, as each of the foregoing may be further amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

“ Material Tenant Lease Space ” shall mean the space demised under the Material Tenant Lease.

“ Material Tenant Lease Space Amount ” shall mean 77,866 square feet.

“ Material Tenant Lease Sweep Period ”

(i) shall commence on the first Monthly Payment Date following the occurrence of any of the following:

(a) May 9, 2020 (it being understood that if the conditions in clause (ii)(a) hereof occur, then in no event shall a Material Tenant Lease Sweep Period be triggered by this clause (i)(a));

(b) upon the receipt by Borrower or Manager of notice from the Material Tenant exercising its right under the Material Tenant Lease to cause the early expiration, cancellation, termination and/or contraction of (1) all of the Material Tenant Lease Space or (2) a portion of the Material Tenant Lease Space, which, when combined with all other previous cancellations, terminations, expirations or contractions (exclusive of the first 10,655 square feet of storage space terminated, expired cancelled or contracted) of the Material Tenant Lease Space (such combined amount, the “ Material Tenant Lease Terminated Space ”), exceeds, in the aggregate, the Material Tenant Lease Space Amount (a “ Partial Material Tenant Lease Termination ”);

(c) the date that the Material Tenant shall discontinue its business (i.e., “goes dark”) at the Material Tenant Lease Space at the Property (or substantially all of the Material Tenant Lease Space);

(d) the Material Tenant is in monetary or material non-monetary default under the Material Tenant Lease which has remained uncured for a period of sixty (60) days; or

(e) the occurrence of a Material Tenant Insolvency Proceeding;

(ii) shall end upon the first occur of the following:

(a) in the case of clause (i)(a) above, (x) the Material Tenant did not exercise its option to cause the earlier expiration, cancellation, termination or contraction of any of the Material Tenant Lease Space and the time period to exercise such option has lapsed or (y) the Material Tenant waived in writing its option to cause the earlier expiration, cancellation, termination or contraction of any of the Material Tenant Lease Space;

(b) in the case of clauses (i)(b) and (i)(c) above, the date upon which all or substantially all of the Material Tenant Lease Space (or, in the case of a Partial Material Tenant Lease Termination, all or substantially all of the Material Tenant Lease Terminated Space) has been leased pursuant to one or more Qualified Leases and the Property achieves a Combined Debt Service Coverage Ratio (calculated to take into account in the calculation of Underwritten Net Cash Flow any adjustments in rents, recoveries and other income and expenses with respect to the Qualified Lease(s), as determined by Lender) of at least 1.10:1.00 and Debt Service Coverage Ratio (calculated to take into account in the calculation of Underwritten Net Cash Flow any adjustments in rents, recoveries and other income and expenses with respect to the Qualified Lease(s), as determined by Lender) of at least 1.9455:1.00, in each case, for two (2) consecutive Calculation Dates;

(c) in the case of clause (i)(b) above, so long as the aggregate amount of the Material Tenant Lease Terminated Space is less than 92,366 square feet, Borrower has deposited into the Material Tenant Lease Sweep Account an amount equal to the product of (1) $75 multiplied by (2) the aggregate square feet of the Material Tenant Lease Terminated Space (less any portion of the Material Tenant Lease Terminated Space that has been re-let pursuant to one or more Qualified Leases for which the Occupancy Conditions have been satisfied);

(d) in the case of clause (i)(d) above, the date on which the subject monetary or material non-monetary default has been cured, and no other monetary or material non-monetary default under the Material Tenant Lease occurs for a period of three (3) consecutive months following such cure;

(e) in the case of clause (i)(e) above, (1) in the event the Material Tenant Lease is rejected in the Material Tenant Insolvency Proceeding, the date upon which substantially all of the Material Tenant Lease Space has been leased pursuant to one or more Qualified Leases and the Property achieves a Combined Debt Service Coverage Ratio (calculated to take into account in the calculation of Underwritten Net Cash Flow any adjustments in rents, recoveries and other income and expenses with respect to the Qualified Lease(s), as determined by Lender) of at least 1.10:1.00 and Debt Service Coverage Ratio (calculated to take into account in the calculation of Underwritten Net Cash Flow any adjustments in rents, recoveries and other income and expenses with respect to the Qualified Lease(s), as determined by Lender) of at least 1.9455:1.00, in

each case, for two (2) consecutive Calculation Dates, and (2) the date upon which the Material Tenant Lease has been assumed, or assigned by the trustee or debtor-in-possession in the Material Tenant Insolvency Proceeding pursuant to either (x) a final and non-appealable order of the applicable bankruptcy court approving such assumption or (y) a plan of reorganization which has become effective and, in either case, is not subject of a stay of appeal or otherwise.

“ Maturity Date ” shall mean the date on which the final payment of principal of the Note becomes due and payable as herein and therein provided, whether at the Stated Maturity Date, by declaration of acceleration, extension or otherwise.

“ Maximum Legal Rate ” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such Governmental Authority whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“ Mezzanine Loan ” shall mean, individually or collectively, as the context may require, the Current Mezzanine Loan and any New Mezzanine Loan(s).

“ Mezzanine Loan Borrower ” shall mean, individually or collectively, as the context may require, Current Mezzanine Loan Borrower and any New Mezzanine Loan Borrower.

“ Mezzanine Loan Documents ” shall mean, individually or collectively, as the context may require, the Current Mezzanine Loan Documents and any New Mezzanine Loan Documents.

“ Mezzanine Loan Lender ” shall mean, individually or collectively, as the context may require, Current Mezzanine Loan Lender and any New Mezzanine Loan Lender.

“ Mezzanine Loan Trigger Period ” shall mean any of the following: (i) a Current Mezzanine Loan Trigger Period and (ii) a New Mezzanine Loan Trigger Period.

“ Monthly Operating Expense Budgeted Amount ” shall mean the monthly amount of Approved Operating Expenses set forth in the Approved Annual Budget for the calendar month in which such Monthly Payment Date occurs.

“ Monthly Payment Date ” shall mean the sixth (6 ^th ) day of every calendar month occurring during the Term.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage ” shall mean that certain first priority Deed of Trust, Assignment of Leases and Rents and Security Agreement, dated the date hereof, executed and delivered by Borrower as security for the Loan and encumbering the Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Net Operating Income ” shall mean, for any period, the amount obtained by subtracting Operating Expenses from Operating Income.

“ New Mezzanine Loan Account ” shall mean an account into which Deposit Bank shall deposit from the Deposit Account the amounts required to be deposited pursuant to Section 6.13.1(ix) hereof.

“ New Mezzanine Loan Default ” shall mean an “event of default” under any New Mezzanine Loan and Lender may conclusively rely on any notice from the New Mezzanine Loan Lender of such New Mezzanine Loan Default without any inquiry into the validity thereof.

“ New Mezzanine Loan Default Revocation Notice ” shall mean a notice from New Mezzanine Loan Lender, with respect to the New Mezzanine Loan (upon which Lender may conclusively rely without any inquiry into the validity thereof) that a New Mezzanine Loan Default under the New Mezzanine Loan of which Lender was previously notified has either been cured or waived.

“ New Mezzanine Loan Documents ” shall mean all documents evidencing or securing any New Mezzanine Loan.

“ New Mezzanine Loan Lender ” shall mean the lender, whether one or more, under the New Mezzanine Loan.

“ New Mezzanine Loan Trigger Period ” shall commence upon the occurrence of a New Mezzanine Loan Default and shall end upon receipt by Lender of a New Mezzanine Loan Default Revocation Notice.

“ New Mezzanine Loan Lender Payment Instruction ” shall mean the written notice delivered by New Mezzanine Loan Lender to Lender (upon which Lender may conclusively rely without any inquiry into the validity thereof) at least five (5) Business Days prior to each Monthly Payment Date setting forth (i) the New Mezzanine Loan Monthly Debt Service Payment payable by New Mezzanine Loan Borrower on the first Monthly Payment Date occurring after the date such notice is delivered, (ii) the current New Mezzanine Loan Account, (iii) wire instructions for such payment, and (iv) whether or not any New Mezzanine Loan Default has then occurred and is continuing under the New Mezzanine Loan Documents.

“ New Mezzanine Loan Monthly Debt Service Payment ” shall mean, as to each Monthly Payment Date, an amount equal to the scheduled payment of non-default interest payable by New Mezzanine Loan Borrower on such Monthly Payment Date pursuant to the terms of the New Mezzanine Loan Documents.

“ NRSRO ” shall mean any credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act, without regard to whether or not such credit rating agency has been engaged by Lender or its designees in connection with, or in anticipation of, a Securitization.

“ Obligations ” shall mean, collectively, Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations.

“ Occupancy Conditions ” shall mean the delivery by Borrower to Lender of evidence reasonably satisfactory to Lender (including an Officer’s Certificate certifying, without qualification or condition, that the Occupancy Conditions (except to the extent the same have

been waived in writing by Lender) have been satisfied in all material respects) that (a) all or substantially all of the Material Tenant Lease Space (or, in the case of a Partial Material Tenant Lease Termination, all or substantially all of the Material Tenant Lease Terminated Space) is tenanted under one or more Qualified Leases such that the Combined Debt Service Coverage Ratio (calculated to take into account in the calculation of Underwritten Net Cash Flow any adjustments in rents, recoveries and other income and expenses with respect to the Qualified Lease(s), as determined by Lender) equals or exceeds 1.10:1.00 and the Debt Service Coverage Ratio (calculated to take into account in the calculation of Underwritten Net Cash Flow any adjustments in rents, recoveries and other income and expenses with respect to the Qualified Lease(s), as determined by Lender) equals or exceeds 1.9455:1.00, in each case, for two (2) consecutive Calculation Dates, (b) each such Tenant has taken possession of the entire space demised to such Tenant, (c) all contingencies under all such Lease(s) to the effectiveness of the Lease(s) have been satisfied, (d) all leasing commissions payable in connection with any such Lease have been paid and all tenant improvement obligations or other landlord obligations of an inducement nature that are associated with initial tenant occupancy have either been completed or paid in full or, alternatively, sufficient funds (which are not allocated to the obligations under any other Lease) will be retained in the Material Tenant Lease Sweep Account for such purposes (the “ Unpaid TILC Obligation Amount ”), (e) such Tenant has actually commenced paying full contractual rent under the applicable Lease and any initial free rent period or period of partial rent abatements has expired (excluding any free rent periods, rent abatements and tenant allowances that can be converted to free rent for any Lease that are, collectively, equal to or less than three (3) months of free rent and occur after the first calendar year of the applicable Lease) or, alternatively, sufficient funds (which are not allocated to the obligations under any other Lease) will be retained in the Material Tenant Lease Sweep Account to account for all remaining scheduled free rent periods or rent abatements (the “ Remaining Rent Abatement Amount ” and, collectively with the Unpaid TILC Obligation Amount, the “ Unpaid Landlord Obligations Amount ”) and (f) the rent commencement date under all such Lease(s) has been set.

“ Officer’s Certificate ” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower.

“ Open Prepayment Date ” shall mean April 6, 2021.

“ Operating Expenses ” shall mean, for any period, without duplication, all expenses actually paid or payable by Borrower during such period in connection with the operation, management, maintenance, repair and use of the Property, determined on an accrual basis, and, except to the extent otherwise provided in this definition, in accordance with GAAP. Operating Expenses specifically shall include (i) all expenses incurred in the immediately preceding twelve (12) month period based on quarterly financial statements delivered to Lender in accordance with Section 4.10.2 hereof , (ii) all payments required to be made pursuant to any Operations Agreements, (iii) property management fees in an amount equal to the greater of 2% of annual Gross Revenues and the management fees actually paid under the Management Agreements, (iv) parking management fees in an amount equal to the parking management fees actually paid under the Parking Management Agreements, (v) administrative, payroll, security and general expenses for the Property, (vi) the cost of utilities, inventories and fixed asset supplies consumed in the operation of the Property, (vii) recurring costs and fees of independent professionals (including, without limitation, legal, accounting, consultants and other professional expenses), technical consultants, operational experts (including quality assurance inspectors) or other third

parties retained to perform services required or permitted hereunder, (viii) association dues, (ix) computer processing charges, (x) Taxes and Other Charges (other than income taxes or Other Charges in the nature of income taxes) and Insurance Premiums and (xi) all underwritten reserves required by Lender hereunder (without duplication). Notwithstanding the foregoing, Operating Expenses shall not include (1) depreciation or amortization, (2) income taxes or Other Charges in the nature of income taxes, (3) any expenses (including legal, accounting and other professional fees, expenses and disbursements) incurred in connection with the making of the Loan or the sale, exchange, transfer, financing or refinancing of all or any portion of the Property or in connection with the recovery of Insurance Proceeds or Awards which are applied to prepay the Note, (4) Capital Expenditures or Extraordinary Operating Expenses, (5) Debt Service, (6) any item of expense which would otherwise be considered within Operating Expenses pursuant to the provisions above but is paid directly by any Tenant, and (7) audit and other fees associated with loan requirements of the Property.

“ Operating Income ” shall mean, for any period, all income of Borrower during such period from the use, ownership or operation of the Property, including:

(a) all amounts payable to Borrower by any Person as Gross Revenue and other amounts under Leases or other agreements relating to the Property;

(b) business interruption insurance proceeds allocable to the applicable reporting period; and

(c) all other amounts which in accordance with GAAP, are included in Borrower’s annual financial statements as operating income attributable to the Property.

Notwithstanding the foregoing, Operating Income shall not include (a) any Insurance Proceeds (other than business interruption and/or rental income insurance proceeds and only to the extent allocable to the applicable reporting period), (b) any proceeds resulting from the Transfer of all or any portion of the Property, (c) any Gross Revenue attributable to a Lease prior to the date in which the Tenant thereunder has taken possession or in which the actual payment of rent is required to commence thereunder, (d) any item of income otherwise included in Operating Income but paid directly by any Tenant to a Person other than Borrower as an offset or deduction against Rent payable by such Tenant, provided such item of income is for payment of an item of expense (such as payments for utilities paid directly to a utility company) and such expense is otherwise excluded from the definition of Operating Expenses pursuant to clause “(6)” of the definition thereof, (e) security deposits received from Tenants until forfeited or applied, and (f) any Gross Revenue paid by or on behalf of any Tenant under a Lease which is the subject of any proceeding or action relating to its bankruptcy, reorganization or other arrangement pursuant to federal bankruptcy law or any similar federal or state law or which has been adjudicated a bankrupt or insolvent unless such Lease has been assumed by the trustee in such proceeding or action. Operating Income shall be calculated on the accrual basis of accounting and, except to the extent otherwise provided in this definition, in accordance with GAAP.

“ Operations Agreements ” shall mean any covenants, restrictions, easements, declarations or agreements of record relating to the construction, operation or use of any Individual Property, together with all amendments, modifications or supplements thereto.

“ Other Charges ” shall mean all ground rents, maintenance charges, impositions other than Taxes and any other charges, including 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.

“ Other Connection Taxes ” shall mean Special Taxes imposed as a result of a present or former connection between a Co-Lender and the jurisdiction imposing such tax (other than connections arising from such Co-Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or the Loan Document).

“ Other Obligations ” shall mean (i) the performance of all obligations of Borrower contained herein; (ii) the performance of each obligation of Borrower contained in any other Loan Document; and (ii) the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part of this Agreement, the Note or any other Loan Document.

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Special Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any Special Taxes that are Other Connection Taxes imposed with respect to an assignment.

“ Outstanding Principal Balance ” shall mean, as of any date, the outstanding principal balance of the Loan.

“ PACE Loan ” shall mean (x) any “Property-Assessed Clean Energy loan” or (y) any other indebtedness, without regard to the name given to such indebtedness, which is (i) incurred for improvements to the Property for the purpose of increasing energy efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid through multi-year assessments against the Property.

“ Parking Management Agreement ” shall mean, individually, the 350 S. Figueroa Property Parking Management Agreement and the 555 W. Fifth Property Parking Management Agreement, and “ Parking Management Agreements ” shall mean, collectively, the 350 S. Figueroa Property Parking Management Agreement and the 555 W. Fifth Property Parking Management Agreement.

“ Parking Manager ” shall mean ABM Onsite Services – West, Inc., a Delaware corporation, or any other parking manager engaged in accordance with the terms and conditions of the Loan Documents.

“ Patriot Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same was restored and amended by Uniting and Strengthening America by Fulfilling Rights and Ensuring Effective Discipline Over Monitoring Act (USA FREEDOM Act) of 2015 and as the same may be further amended, extended, replaced or otherwise modified from time to time, and any corresponding provisions of future laws.

“ Permitted Budget Variance ” means any changes in budget line items (or new budget line items in the case of clause (i) below) (i) in amounts equal to the cost of any Emergency Repairs, (ii) to account for increases in Taxes, Insurance Premiums and utilities expenses and union wage and benefit costs, and (iii) up to ten percent (10%) of any other line item, provided in no event shall the aggregate amount of all such changes result in increases exceeding five percent (5%) of the aggregate amount set forth in the most recent Approved Annual Budget.

“ Permitted Encumbrances ” shall mean, collectively, (i) the Liens and security interests created by the Loan Documents, (ii) all encumbrances and other matters disclosed in the Title Insurance Policy, (iii) Liens, if any, for Taxes or Other Charges imposed by any Governmental Authority and are either (a) not yet due or delinquent or (b) being contested in good faith in accordance with the requirements of Section 4.6 , (iv) any workers’, mechanics’ or other similar Liens on the Property provided that any such Lien is bonded or discharged within sixty (60) days after Borrower first receives written notice of such Lien or which is being contested in good faith in accordance with the requirements of Section 4.3 , (v) zoning restrictions, rights-of-way, easements, encroachments, building restrictions and other minor defects or similar charges and encumbrances on the use of the Property, in each case, which do not interfere with the ordinary conduct of the business of Borrower and that are not incurred (a) in connection with the borrowing of money or the obtaining of advances or credit or (b) in a manner which could result in a Material Adverse Effect, and (v) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“ Permitted Fund Manager ” means any Person that on the date of determination is (i) a nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate with total real estate assets (in name or under management) in excess of $1,000,000,000.00 (exclusive of the Property) and capital/statutory surplus or shareholder’s equity of at least $500,000,000.00, (ii) investing through a fund with committed capital of at least $500,000,000 and (iii) not subject to a bankruptcy proceeding.

“ Permitted Leasing Expenses ” shall mean, collectively, (i) during a Trigger Period, any tenant improvements costs, landlord work costs and the grant of free rent periods in Leases entered into in accordance with the Loan Agreement and (ii) leasing commissions incurred by Borrower which are (a) in accordance with any leasing commission fee schedule attached to a Management Agreement (without giving effect to any amendments thereto unless Lender has approved such amendment in writing), and/or (b) then customary and market rate commissions payable to third party brokers as reasonably agreed to by Borrower.

“ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any Governmental Authority and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Physical Conditions Report ” shall mean that certain Property Condition Report, prepared by CBRE, Inc. and dated as of June 27, 2016, CBRE Project No: PC60626406.

“ Prepayment Fee ” shall mean an amount equal to the greater of (i) the Yield Maintenance Amount, or (ii) one percent (1%) of the unpaid principal balance of the Note as of the Repayment Date.

“ Prepayment Lockout Expiration Date ” shall mean September 6, 2017.

“ Prepayment Notice ” shall mean a written notice to Lender specifying the proposed Business Day on which a prepayment of the Debt is to be made pursuant to Section 2.4 hereof, which date must be a Monthly Payment Date and shall be no earlier than twenty (20) days after the date of such Prepayment Notice and no later than sixty (60) days after the date of such Prepayment Notice and which notice shall contain the proposed prepayment amount.

“ Prior Loan ” shall mean that certain loan in the original principal amount of Four Hundred Fifty Eight Million and No/100 Dollars ($458,000,000.00) made by Nomura Credit & Capital, Inc. to Borrower pursuant to a certain loan agreement, dated as of August 7, 2006, between Nomura Credit & Capital, Inc. and Borrower.

“ Property ” shall mean, collectively, the 350 S. Figueroa Property and the 555 W. Fifth Property.

" Public Securitization " shall mean a securitization involving a registered public offering of Securities pursuant to the Securities Act.

“ Qualified Equity Holder ” shall mean one or more of the following:

(a) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (a) satisfies the Eligibility Requirements;

(b) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (b) satisfies the Eligibility Requirements;

(c) an institution substantially similar to any of the foregoing entities described in clauses (a) and (b) that satisfies the Eligibility Requirements;

(d) any entity Controlled by any of the entities described in clauses (a) through (c) above that satisfies the Eligibility Requirements; or

(e) an investment fund, limited liability company, limited partnership, general partnership, or other entity where a Permitted Fund Manager or an entity that is otherwise a Qualified Equity Holder under clauses (a) through (d) above and which is investing through a fund with committed capital of at least $500,000,000.00, acts as the general partner, managing member or fund manager and at least fifty percent (50%) of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Equity Holders under clauses (a) through (d) above.

“ Qualified Lease ” shall mean a replacement lease (i) which is written substantially in accordance with the standard form of Lease which has been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant) or is otherwise in form and substance reasonably acceptable to Lender, (ii) has the greater of (a) a term that extends at least two (2) years beyond the Stated Maturity Date or (b) an initial term of at least five (5) years, (iii) either (a) all landlord obligations with respect to such Qualified Lease

that are associated with initial tenant occupancy, including all Approved Leasing Expenses with respect to such Qualified Lease, have been completed and/or paid for in full on a lien-free basis and all free rent and/or abatement periods have expired (excluding any free rent periods, rent abatements and tenant allowances that can be converted to free rent for any Lease that are, collectively, equal to or less than three (3) months of free rent and occur after the first calendar year of the applicable Lease) or (b) in Lender’s reasonable judgment, sufficient funds have been accumulated in the Material Tenant Lease Sweep Account to cover all anticipated Approved Leasing Expenses, free rent periods and/or rent abatement periods with respect to such Qualified Lease (excluding any free rent periods, rent abatements and tenant allowances that can be converted to free rent for any Lease that are, collectively, equal to or less than three (3) months of free rent and occur after the first calendar year of the applicable Lease), (iv) the Tenant(s) under such Qualified Lease have accepted possession of such premises, and (v) such Lease is otherwise entered into in accordance with the terms hereof.

“ Qualified Manager ” shall mean (i) with respect to Manager (a) a property management company owned and/or Controlled by a Brookfield Party or (b) an Unaffiliated Qualified Manager and (ii) with respect to Parking Manager (a) the Parking Manager in place as of the Closing Date or (b) any Unaffiliated Qualified Parking Manager.

“ Qualified Transferee ” shall mean a transferee for whom, prior to the Transfer, Lender shall have received: (x) evidence that the proposed transferee (1) has never been indicted or convicted of, or pled guilty or no contest to, a felony, (2) has never been indicted or convicted of, or pled guilty or no contest to, a Patriot Act Offense and is not on any Government List, (3) has never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy, insolvency, reorganization, moratorium or other similar proceeding and (4) has no material outstanding judgments against such proposed transferee and (y) if the proposed transferee will obtain Control of or obtain a direct or indirect interest of 10% or more in Borrower as a result of such proposed transfer, a Credit Check against such proposed transferee that is reasonably acceptable to Lender.

“ Ratable Share ” shall mean, with respect to any Co-Lender, its share of the Loan based on the proportion of the outstanding principal of the Loan advanced by such Co-Lender to the total outstanding principal amount of the Loan. The Ratable Share of each Co-Lender on the date of this Agreement after giving effect to the funding of the Loan on the Closing Date is set forth on Schedule X attached hereto and made a part hereof.

“ Rating Agencies ” shall mean, prior to the Securitization of the Loan, any nationally-recognized statistical rating organization (e.g. Standard & Poor’s Ratings Services, Moody’s Investor Service, Inc., Fitch, Inc., DBRS, Inc. or any successor thereto) which is designated by Lender and, following the Securitization of the Loan, all of the rating organizations engaged to rate the Securities issued in connection with the Securitization of the Loan.

“ Rating Agency Confirmation ” shall mean a written affirmation from each of the Rating Agencies that the credit rating of the Securities by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.

“ Regulation AB ” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“ Related Loan ” shall mean a loan to an Affiliate of Borrower or Guarantor or secured by a Related Property, that is included in a Securitization with the Loan, and any other loan that is cross-collateralized with the Loan.

“ Related Property ” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related” within the meaning of the definition of Significant Obligor, to the Property.

“ REMIC ” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

“ Rents ” shall mean all rents, rent equivalents, “additional rent” (i.e. pass-throughs for operating expenses, real estate tax escalations and/or real estate tax pass-throughs, payments by Tenants on account of electrical consumption, porters’ wage escalations, condenser water charges and tap-in fees, freight elevator and HVAC overtime charges, charges for excessive rubbish removal and other sundry charges), moneys payable as damages (including payments by reason of the rejection of a Lease in a bankruptcy proceeding) or in lieu of rent or rent equivalents, royalties (including all oil and gas or other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other payment and consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower, Manager, Parking Manager or any of their respective agents or employees (but specifically excluding any gratuities received by the respective agents or employees of the Parking Manager) from any and all sources arising from or attributable to the Property and the Improvements, including all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Property or rendering of services by Borrower, Manager, Parking Manager or any of their respective agents or employees, and Insurance Proceeds, if any, from business interruption or other loss of income insurance, but only to the extent Lender elects to treat such Insurance Proceeds as business or rental interruption Insurance Proceeds pursuant to Section 5.4(e) hereof.

“ Repayment Date ” shall mean the date of a prepayment of the Loan pursuant to the provisions of Section 2.4 hereof, as applicable.

“ Reserve Funds ” shall mean, collectively, all funds deposited by Borrower with Lender or Deposit Bank pursuant to Article 6 of this Agreement, including, but not limited to, the Capital Expenditure Funds, the Insurance Funds, the Tax Funds, the Rollover Funds, the Outstanding Rollover Funds, the Free Rent Funds, the Material Tenant Lease Sweep Funds, the Casualty and Condemnation Funds, Cash Collateral Funds, the Prepaid Rent Reserve Funds, the WeWork Funds, the Jams and Latham Lease Funds, the SCGC Lease Funds and the Low Debt Service Period Threshold Collateral.

“ Restoration ” shall mean the repair and restoration of the Property after a Casualty or Condemnation as nearly as possible to the condition the Property was in immediately prior to

such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender, to the extent required under this Agreement.

“ Restoration DSCR ” shall mean, as of any date of determination, the ratio of (a) the Underwritten Net Cash Flow of the Property, based on Rents in place (annualized and including rental income insurance proceeds) and expenses on a pro forma basis, to (b) an amount equal to twelve (12) times the Monthly Debt Service Payment Amount.

“ S&P ” shall mean Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies.

“ SCGC Lease ” shall mean, collectively, that certain (i) Amended and Restated Office Lease, dated May 12, 2010, (ii) The Gas Company Tower Office Lease (Third Floor), dated October 14, 2010 and (iii) The Gas Company Tower Office Lease (Twenty-Second Floor), dated April 5, 2013, between 555 W. Fifth Borrower and Southern California Gas Company, a California corporation, as the same have been and may be further modified, amended, supplemented and restated from time to time.

“ Senior Note ” shall mean, individually and collectively, as the context requires, Note A-1-S1, Note A-1-S2, Note A-1-S3, Note A-1-C, Note A-2-S and Note A-2-C.

“ Senior Note Interest Rate ” shall mean a rate of 3.4727% per annum.

“ Senior Note Outstanding Principal Balance ” shall mean, as of any date, the aggregate outstanding principal balance of the Senior Notes.

“ Significant Obligor ” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“ State ” shall mean the State in which the Property is located.

“ Stated Maturity Date ” shall mean August 6, 2021.

“ Survey ” shall mean the surveys of the Property prepared by Diamond West Incorporated, dated July 8, 2016, DWEI Job Number: 16-1008.

“ Swap Rate ” shall mean the sum of (i) the Treasury Rate and (ii) the 5-year swap spread off Reuters Capital Markets 19901.

“ Taxes ” shall mean (i) all real estate taxes, assessments, water rates or sewer rents (collectively, “ Real Estate Taxes ”) and (ii) personal property taxes, in each case now or hereafter levied or assessed or imposed against the Property or part thereof, together with all interest and penalties thereon. In no event shall any PACE Loan be considered a Tax for purposes of this Agreement.

“ 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.

“ Term ” shall mean the entire term of this Agreement, which shall expire upon repayment in full of the Debt and full performance of each and every obligation to be performed by Borrower pursuant to the Loan Documents.

“ Title Insurance Policy ” shall mean an ALTA mortgagee title insurance policy issued with respect to the Property and insuring the Lien of the Mortgage.

“ Treasury Rate ” shall mean the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15 Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Repayment Date, of U.S. Treasury constant maturities with maturity dates (one longer and one shorter) most nearly approximating the Maturity Date. (In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Treasury Rate.)

“ TRIPRA” shall mean the Terrorism Risk Insurance Program Reauthorization Act of 2015 or any replacement, reauthorization or extension thereof.

“ Trigger Period ” shall commence upon the occurrence of (i) an Event of Default, (ii) the commencement of a Low Debt Service Period, (iii) the commencement of a Material Tenant Lease Sweep Period or (iv) the commencement of a Mezzanine Loan Trigger Period; and shall end if, (A) with respect to a Trigger Period continuing pursuant to clause (i) , the Event of Default commencing the Trigger Period has been cured and such cure has been accepted by Lender (and no other Event of Default is then continuing) or (B) with respect to a Trigger Period continuing due to clause (ii) , the Low Debt Service Period has ended pursuant to the terms hereof or (C) with respect to a Trigger Period continuing due to clause (iii) , the Material Tenant Lease Sweep Period has ended pursuant to the terms hereof or (D) with respect to a Trigger Period continuing due to clause (iv) , the Mezzanine Loan Trigger Period has ended pursuant to the terms hereof.

“ Trustee ” shall mean any trustee holding the Loan in a Securitization.

“ UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the State (with respect to fixtures), the State of New York or the state in which any of the Cash Management Accounts are located, as the case may be.

“ Unaffiliated Qualified Parking Manager ” shall mean a parking manager that is not an Affiliate of Borrower and that (A) is a reputable, nationally or regionally recognized management company having at least five (5) years’ experience in the management of parking garages similar to the parking garages at the Property, (B) at the time of its engagement as parking manager has under management at least three (3) parking garages located in major metropolitan markets in the United States containing not less than 3,000 parking stalls in total (in each case excluding the Property) and (C) is not the subject of a bankruptcy or similar insolvency proceeding. For purposes hereof, each Person identified on Schedule XI attached hereto shall be considered an “Unaffiliated Qualified Parking Manager”.

“ Unaffiliated Qualified Manager ” shall mean a property manager of the Property that is not an Affiliate of Borrower and that (A) is a reputable, nationally or regionally recognized management company having at least five (5) years’ experience in the management of similar Class “A” office properties, (B) at the time of its engagement as property manager has under management leasable square footage of the same property type as the Property located in major

metropolitan markets in the United States equal to or greater than 5,000,000 leasable square feet of office space (excluding the Property) and (C) is not the subject of a bankruptcy or similar insolvency proceeding.

“ Underwritten Net Cash Flow ” shall mean, for the twelve month period ending at the end any calendar quarter for which Underwritten Net Cash Flow is determined (or such other date for which Underwritten Net Cash Flow is determined) the excess of: (a) the sum of: (i) actual base rents, monthly recoveries and percentage rents received by Borrower for such twelve (12) month period for which Underwritten Net Cash Flow is calculated under bona fide Leases at the Property with Tenants in occupancy, open for business and paying full, unabated rent as of the date of such calculation, which for the purposes hereof shall include any “Free Rent Amount” set forth on Schedule IX and released pursuant to Section 6.8.2 hereof relating to such period for which it is released; plus (ii) pro forma base rents for Leases at the Property entered into as of the end of such calendar quarter if the Tenant under each such Lease has taken possession of its premises (i.e., if all of the premises demised to such Tenant under the Lease has been turned over to such Tenant in order for such Tenant to complete any tenant improvements to be completed by such Tenant under the Lease and such Tenant has accepted the premises), twelve (12) months or less of rent abatements remain outstanding under such Lease, and all tenant improvements and leasing commissions and any other Borrower or other obligations which are conditions to the commencement of such Lease have been satisfied or reserved with Lender (provided, that if more than nine (9) months of rent abatements remain outstanding under any such Lease, then the pro forma base rents for such Lease shall be equal to the product of the pro forma base rents for such Lease multiplied by a percentage equal to nine (9) divided by the total number of months of rent abatements remaining outstanding under such Lease) (without duplication of rent for the space under such Leases which may have been included in clause (i) above); plus (iii) actual net cash flow receipts received by Borrower from other sources at the Property during such twelve (12) month period for which Underwritten Net Cash Flow is calculated to the extent such receipts are recurring in nature and properly included as Operating Income for such twelve month calculation period; over (b) for the twelve (12) month period for which Underwritten Net Cash Flow is calculated, Operating Expenses over such twelve months, in each case adjusted to reflect Lender’s determination of: (i) a vacancy factor equal to the greatest of (A) the market vacancy rate (as determined by Lender in its reasonable discretion) for similar properties in the commercial business district or market area in which the Property is located, (B) the actual vacancy rate at the Property, and (C) 5% of the rentable area of the Property; (ii) subtraction of (A) an imputed capital improvement requirement amount equal to $0.20 per rentable square foot at the Property per annum (regardless of whether a reserve therefor is required hereunder or the amount of such reserve), and (B) an imputed tenant improvement and leasing commission requirement amount equal to $1.50 per rentable square foot at the Property per annum (regardless of whether a reserve therefor is required hereunder or the amount of such reserve); and (iii) exclusion of (A) amounts representing non-recurring items, (B) except to the extent included pursuant to clause (a)(ii) above, amounts received from Tenants not paying full, unabated rent, (C) from Tenants affiliated with Borrower or Guarantor, unless (1) the applicable Leases with affiliates of Borrower or Guarantor are at (or below) market terms and (2) the Tenant thereunder is actually in possession of the space and utilizing the space for the operation of such Tenant’s business, (D) from Tenants in default or in bankruptcy and (E) from Tenants under month-to-month Leases or Leases where the term is about to expire within thirty (30) days from the date Underwritten Net Cash Flow is determined (unless an extension of such Lease or a

new Lease has been executed). Lender’s calculation of Underwritten Net Cash Flow shall be final absent manifest error.

“ U.S. Obligations ” shall mean securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged, and (ii) not subject to prepayment, call or early redemption.

“ Yield Maintenance Amount ” shall mean the present value, as of the Repayment Date, of the remaining scheduled payments of principal and interest from the Repayment Date through the Open Prepayment Date (including any balloon payment) determined by discounting such payments at the Discount Rate, less the amount of principal being prepaid on the Repayment Date.

Section 1.2 Index of Other Definitions . the following terms are defined in the sections or Loan Documents as indicated below:

“350 S. Figueroa Borrower” – Introductory Paragraph

“350 S. Figueroa Property Building” – 3.1.44

“555 W. Fifth Borrower” – Introductory Paragraph

“ Acceptable Blanket Policy ” – 5.1.1(h)

“ Accounts ” - 6.1

“ Act ” - Schedule V

“ Agreement ” - Introductory Paragraph

“ Approved Annual Budget ” - 4.10.5
“ Approved Extraordinary Operating Expense ” - 4.10.6

“ Approved Monthly BI Expenses ” - 5.4(e)

“ Available Cash ” - 6.13.1

“ Borrower ” - Introductory Paragraph

“ Borrower’s Recourse Liabilities ” - 10.20

“ Brookfield Party ” - 7.2(h)(iv)

“ Capital Expenditure Account ” - 6.5.1

“ Capital Expenditure Funds ” - 6.5.1

“ Cash Collateral Account ” - 6.10

“ Cash Collateral Funds ” - 6.10

“ Cash Management Accounts ” - 6.15

“ Casualty ” - 5.2

“ Casualty and Condemnation Account ” - 6.9

“ Casualty and Condemnation Funds ” - 6.9

“ Casualty Consultant ” - 5.4(b)(iii)

“ Casualty Retainage ” - 5.4(b)(iv)

“ Cause ” - Schedule V

“ Clearing Account ” - 6.1

“ Clearing Bank ” - 6.1

“ Co-Lender ” – Introductory Paragraph

“ Committee ” - Schedule V

“ Condemnation Proceeds ” - 5.4(b)

“ Current Mezzanine Loan Agreement ” – 1.1 (Definition of Current Mezzanine Loan Documents)

“ Current Mezzanine Note ” – 1.1 (Definition of Current Mezzanine Loan Documents)

“ Disclosure Document ” - 8.2(a)

“ Easements ” - 3.1.12

“ Election Notice ” – 2.4.3

“ Embargoed Person ” - 4.34(b)

“ Equipment ” - Mortgage

“ ERISA ” - 4.33(a)

“ Event of Default ” - 9.1

“ Excess Management Fees ” – 4.16.1

“ Exchange Act ” - 8.2(a)

“ Exchange Act Filing ” - 8.1(d)

“ Extraordinary Operating Expense ” - 4.10.6

“ Free Rent Account ” - 6.8.1

“ Free Rent Funds ” - 6.8.1

“ Government Lists ” – 3.1.42

“ Improvements ” - Mortgage

“ Indemnified Liabilities ” - 4.32

“ Independent Director ” - Schedule V

“ Independent Manager ” - Schedule V

“ Individual Borrower ” - Introductory Paragraph

“ Initial Interest Period ” - 2.3.1

“ Insurance Account ” - 6.4.1

“ Insurance Funds ” - 6.4.1

“ Insurance Premiums ” - 5.1.2

“ Insurance Proceeds ” - 5.4(b)

“ Intercreditor Agreement ” – 10.30

“ Interest Period ” - 2.3.2

“ Issuer ” - 8.2(b)

“ Jams and Latham Lease Account ” - 6.17.1

“ Jams and Latham Lease Deposit ” - 6.17.1

“ Jams and Latham Lease Funds ” - 6.17.1

“ Lease Termination Payments ” – 6.6.1

“ Lender ” - Introductory Paragraph

“ Lender Group ” - 8.2(b)

“ Liabilities ” - 8.2(b)

“ Licenses ” - 3.1.18

“ Liquidated Damages Amount ” - 2.4.5(b)

“ Low Debt Service Period Threshold Collateral ” – 6.14

“ Low Debt Service Period Threshold Collateral Account ” – 6.14

“ Low Debt Service Period Threshold Letter of Credit ” – 6.14

“ Material Tenant Lease Sweep Account ” – 6.11

“ Material Tenant Lease Sweep Funds ” – 6.11

“ Monthly Debt Service Payment Amount ” - 2.3.1

“ Nationally Recognized Service Company ” - Schedule V

“ Net Proceeds ” - 5.4(b)

“ Net Proceeds Deficiency ” - 5.4(b)(vi)

“ New Mezzanine Loan ” - 8.3.2

“ New Mezzanine Loan Borrower ” - 8.3.2

“ Note ” - 2.1.3

“ Note A-1-C ” – 2.1.3
“ Note A-2-C ” – 2.1.3
“ Note A-1-S1 ” – 2.1.3
“ Note A-1-S2 ” – 2.1.3
“ Note A-1-S3 ” – 2.1.3

“ Note A-2-S ” – 2.1.3

“Note B-1 ” – 2.1.3

“ Note B-2 ” – 2.1.3
“ Notice ” - 10.6

“ OFAC ” - 3.1.42

“ Outstanding Rollover Account ” - 6.7.1

“ Outstanding Rollover Funds ” - 6.7.1

“ Patriot Act Offense ” – 3.1.42

“ Permitted Indebtedness ” - 4.22

“ Permitted Investments ” - Cash Management Agreement

“ Permitted Transfer ” - 7.2

“ Personal Property ” - Mortgage

“ Policies ” - 5.1.1(b)

“ Pre-approved Budget Items ” – 4.10.5(a)

“ Prepaid Rent Reserve Account ” – 6.12

“ Prepaid Rent Reserve Deposit ” – 6.12

“ Prepaid Rent Reserve Funds ” – 6.12

“ Real Estate Taxes ” – 1.1 (Definition of Taxes)

“ Register ” - 10.26(c)

“ Remaining Rent Abatement Amount ” – 1.1 (Definition of Occupancy Conditions)

“ Required Repairs ” - 4.36

“ Review Waiver ” - 10.2(b)

“ Reviewed Sections ” - 8.2(b)

“ Rollover Account ” - 6.6.1

“ Rollover Funds ” - 6.6.1

“ SCGC Lease Account ” - 6.17.1

“SCGC Lease Deposit ” - 6.17.1

“ SCGC Lease Funds ” - 6.17.1

“ Secondary Market Transaction ” - 8.1(a)

“ Securities ” - 8.1(a)

“ Securities Act - 8.2(a)

“ Securitization ” - 8.1(a)

“ Servicer ” - 10.22(a)

“ Servicing Agreement ” - 10.22(a)

“ Sole Member ” - Schedule V

“ Special Member ” - Schedule V

“ Special Purpose Bankruptcy Remote Entity ” - Schedule V

“ Special Taxes ” - 10.25

“ Springing Recourse Event ” - 10.20

“ Tax Account ” - 6.3.1

“ Tax Funds ” - 6.3.1

“ Transfer ” - 4.2

“ Transfer and Assumption ” - 7.1

“ Transferee Borrower ” - 7.1

“ Underwriter Group ” - 8.2(b)

“ Unpaid Landlord Obligations Amount ” – 1.1 (Definition of Occupancy Conditions)

“ Unpaid TILC Obligation Amount ” – 1.1 (Definition of Occupancy Conditions)

“ Updated Information ” - 8.1(b)(i)

“ WeWork ” – 6.2.1

“ WeWork Confirmation ” – 6.2.2

“ WeWork Funds ” – 6.2.1

“ WeWork Lease ” – 6.2.1
“ Write-Down and Conversion Powers ” – 10.27

Section 1.3 Principles of Construction . All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any particular provision hereof or thereof. When used in this Agreement or any other Loan Document, the word “including” shall mean “including but not limited to”. 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.

ARTICLE 2

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 Closing Date.

2.1.2 Single Disbursement to Borrower . Borrower shall receive only one borrowing 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 (i) that certain Promissory Note A-1-C of even date herewith, in the stated principal amount of Forty Million and No/100 Dollars ($40,000,000.00) executed by Borrower and payable to Deutsche Bank (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note A-1-C ”), (ii) that certain Promissory Note A-2-C of even date herewith, in the stated principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) executed by Borrower and payable to Barclays (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note A-2-C ”), (iii) that certain Promissory Note A-1-S1 of even date herewith, in the stated principal amount of Twenty-Five Million and No/100 Dollars ($25,000,000.00) executed by Borrower and payable to Deutsche Bank (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note A-1-S1 ”), (iv) that certain Promissory Note A-1-S2 of even date herewith, in the stated principal amount of Twenty-Five Million and No/100 Dollars ($25,000,000.00) executed by Borrower and payable to Deutsche Bank (as the same may

hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note A-1-S2 ”), (v) that certain Promissory Note A-1-S3 of even date herewith, in the stated principal amount of Twenty-Five Million Two Hundred Thousand and No/100 Dollars ($25,200,000.00) executed by Borrower and payable to Deutsche Bank (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note A-1-S3 ”), (vi) that certain Promissory Note A-2-S of even date herewith, in the stated principal amount of Thirteen Million Eight Hundred Thousand and No/100 Dollars ($13,800,000.00) executed by Borrower and payable to Barclays (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note A-2-S ”), (vii) that certain Promissory Note B-1 of even date herewith, in the stated principal amount of One Hundred Forty Million and No/100 Dollars ($140,000,000.00) executed by Borrower and payable to Deutsche Bank (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note B-1 ”) and (viii) that certain Promissory Note B-2 of even date herewith, in the stated principal amount of Thirty-Five Million and No/100 Dollars ($35,000,000.00) executed by Borrower and payable to Barclays (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note B-2 ”; and together with the Note A-1-C, Note A-2-C, Note A-1-S1, Note A-1-S2, Note A-1-S3, Note A-2-S and Note B-1, collectively, the “ Note ”) and shall be repaid in accordance with the terms of this Agreement, the Note and the other Loan Documents.

2.1.4 Use of Proceeds . Borrower shall use proceeds of the Loan (together with the proceeds of the Current Mezzanine Loan) to (i) pay and discharge any existing loans relating to the Property, (ii) pay all past-due Taxes, Insurance Premiums and Other Charges, if any, in respect of the Property, (iii) make initial deposits of the Reserve Funds, (iv) pay costs and expenses incurred in connection with the closing of the Loan (and the Current Mezzanine Loan), and (v) to the extent any proceeds remain after satisfying clauses (i) through (iv) above, for such lawful purpose as Borrower shall designate, including, without limitation, distributing proceeds to its direct or indirect equity holders.

Section 2.2 Interest Rate .

2.2.1 Interest Rate . Interest on the Outstanding Principal Balance shall accrue throughout the Term at the Interest Rate.

2.2.2 Default Rate . In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the Outstanding Principal Balance and, to the extent permitted by applicable law, overdue interest in respect of the Debt, shall accrue interest at the Default Rate, from the date of such Event of Default. Interest at the Default Rate shall be paid immediately upon demand, which demand may be made as frequently as Lender shall elect.

2.2.3 Interest Calculation . Interest on the outstanding principal balance of each Senior Note and each Junior Note shall be calculated by multiplying (A) the actual number of days elapsed in the period for which the calculation is being made by (B) a daily rate based on a three hundred sixty (360) day year (that is, the Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (C) the outstanding principal balance of such Senior Note or Junior Note, as applicable. The accrual period for calculating interest due on each Monthly Payment Date shall be the Interest Period immediately prior to such Monthly Payment Date.

2.2.4 Usury Savings . This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the Outstanding Principal Balance at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the Outstanding Principal Balance at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal (without premium or penalty) and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3 Loan Payments.

2.3.1 Payments . On the date hereof, Borrower shall pay to Lender an amount equal to interest on the unpaid Outstanding Principal Balance from the Closing Date up to and including August 5, 2016 (the “ Initial Interest Period ”). On September 6, 2016 and each Monthly Payment Date thereafter during the Term, Borrower shall make a payment of interest on the Senior Note Outstanding Principal Balance accrued at the Senior Note Interest Rate during the Interest Period immediately preceding such Monthly Payment Date and a payment of interest on the Junior Note Outstanding Principal Balance accrued at the Junior Note Interest Rate during the Interest Period immediately preceding such Monthly Payment Date (collectively, “ Monthly Debt Service Payment Amount ”), which payments shall be applied first to accrued and unpaid interest and the balance to the Outstanding Principal Balance. So long as no Event of Default has occurred and is then continuing, the payment of each Monthly Debt Service Payment Amount shall be applied, first, on a pro rata and pari passu basis based on the relative principal balance of each Senior Note, to accrued and unpaid interest on each Senior Note, second, on a pro rata and pari passu basis based on the relative principal balance of each Junior Note, to accrued and unpaid interest on the Junior Note, third, on a pro rata and pari passu basis based on the relative principal balance of each Senior Note, to each Senior Note until paid in full and fourth, on a pro rata and pari passu basis based on the relative principal balance of each Junior Note, to each Junior Note until paid in full. Any payment of the Monthly Debt Service Payment Amount received during the continuance of an Event of Default shall be applied to the Debt in such order and priority as may be determined by Lender. In addition to the foregoing, Borrower shall pay to Lender all amounts required in respect of Reserve Funds as set forth in Article 6 hereof.

Lender shall have elected to change the Monthly Payment Date as aforesaid, Lender shall adjust the Interest Period accordingly. With respect to payments of principal due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the day immediately preceding such Maturity Date.

2.3.3 Payment on Maturity Date . Borrower shall pay to Lender on the Maturity Date the Outstanding Principal Balance, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgage and the other Loan Documents.

2.3.4 Late Payment Charge . If any principal, interest or any other sum due under the Loan Documents (other than the Outstanding Principal Balance due and payable on the Maturity Date) is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of three percent (3%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Mortgage and the other Loan Documents to the extent permitted by law.

2.3.5 Method and Place of Payment .

(a) Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 2:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office or at such other place as Lender shall from time to time designate, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

(b) Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the immediately preceding Business Day.

(c) All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

Section 2.4 Prepayments.

2.4.1 Prepayments . Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Stated Maturity Date.

2.4.2 Voluntary Prepayments . Borrower shall have the right, only on a Business Day, on or after the Prepayment Lockout Expiration Date to prepay the Outstanding Principal Balance in whole or in part, upon satisfaction of the following conditions:

(a) Borrower shall deliver to Lender a Prepayment Notice (which Prepayment Notice may be revoked by Borrower no later than one (1) Business Day prior to the proposed prepayment date, provided that Borrower pays all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses));

(b) Borrower shall comply with the provisions set forth in Section 2.4.8 ;

(c) Prepayments of principal on the Loan pursuant to this Section 2.4.2 shall be applied (x) first, on a pro rata and pari passu basis based on the relative principal balance of each Senior Note, to each Senior Note until paid in full and (y) second, on a pro rata and pari passu basis based on the relative principal balance of each Junior Note, to each Junior Note until paid in full; and

(d) For a repayment of the Loan in full, all prepayment payoff statements shall reflect credit for escrows and reserves held by Lender, provided that Borrower agrees to the application of such escrows and reserves against the payoff.

2.4.3 Open Prepayment . Notwithstanding anything to the contrary contained herein, provided no Event of Default shall have occurred and is continuing and provided that Borrower shall deliver to Lender a Prepayment Notice, Borrower may prepay all or a portion of the principal balance of the Note and any other amounts outstanding under the Note, this Agreement, or any of the other Loan Documents, without payment of the Prepayment Fee or any other prepayment premium, penalty or fee, on any Business Day on or after the Open Prepayment Date. If such prepayment is not made on a Monthly Payment Date, Borrower shall also pay interest that would have accrued on the principal balance of the Note to, but not including, the next Monthly Payment Date. Notwithstanding the foregoing, so long as no Event of Default is continuing, in the event that Net Proceeds exceed thirty percent (30%) of the original principal balance of the Loan, Lender makes a prepayment of the Loan with all such Net Proceeds pursuant to Section 2.4.4 (other than a prepayment resulting from the application of any excess Net Proceeds after completion of Restoration) then Borrower may, at Borrower's option, prepay all, but not less than all of the Loan without the payment of any Prepayment Fee or penalty, subject to the following conditions and limitations: (a) from and after the date that Lender notifies Borrower that it is electing not to make Net Proceeds available for Restoration (the “ Election Notice ”), Borrower shall have until the later of (i) thirty (30) days after the Election Notice and (ii) ninety (90) days after the occurrence of the Casualty, to notify Lender that Borrower is electing to prepay the Loan in full, (b) Borrower in fact prepays the Loan in full on a Monthly Payment Date or before the later of (i) one hundred twenty (120) days after Lender gives the Election Notice and (ii) the date which is one hundred eighty (180) days after the occurrence of the Casualty and (c) if such prepayment is not made on a Monthly Payment Date, Borrower shall also pay interest that would have accrued on the principal balance of the Note to, but not including, the next Monthly Payment Date.

2.4.4 Mandatory Prepayments . If Lender is not obligated to make Net Proceeds available to Borrower for Restoration, on the next occurring Monthly Payment Date following the date on which (a) Lender actually receives any Net Proceeds, and (b) Lender has determined that such Net Proceeds shall be applied against the Debt, Lender may, in its sole discretion, apply Net Proceeds as a prepayment of, the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Except during the continuance of an Event of Default, such Net Proceeds shall be applied by Lender as follows in the following order of priority: First, to all amounts (other than principal and interest) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment); Second ; accrued and unpaid interest at the Interest Rate; and Third, to principal. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, no Prepayment Fee or any other prepayment premium, penalty or fee shall be due in connection

with any prepayment made pursuant to this Section 2.4.4 . So long as no Event of Default has occurred and is continuing, any principal prepayment under this Section 2.4.4 shall be applied (x) first, on a pro rata and pari passu basis based on the relative principal balance of each Senior Note, to each Senior Note until paid in full and (y) second, on a pro rata and pari passu basis based on the relative principal balance of each Junior Note, to each Junior Note until paid in full.

2.4.5 Prepayments After Default .

(a) If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or is otherwise recovered by Lender (including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, and Borrower shall pay, as part of the Debt, all of: (i) all accrued interest at the Interest Rate and, if such tender and acceptance is not made on a Monthly Payment Date, interest that would have accrued on the Debt to, but not including, the next Monthly Payment Date, (ii) an amount equal to the Prepayment Fee, if prior to the Open Prepayment Date, and (iii) in the event the payment occurs on or prior to the Prepayment Lockout Expiration Date, the Liquidated Damages Amount in accordance with Section 2.4.5(b) below.

(b) IF FOLLOWING THE ACCELERATION OF THE LOAN BY LENDER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, ALL OR ANY PART OF THE LOAN IS REPAID ON OR PRIOR TO THE PREPAYMENT LOCKOUT EXPIRATION DATE, THEN BORROWER SHALL PAY TO LENDER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, AND IN ADDITION TO ANY AND ALL OTHER SUMS AND FEES PAYABLE UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AN AMOUNT EQUAL TO FIVE PERCENT (5%) OF THE PRINCIPAL AMOUNT BEING REPAID (THE “ LIQUIDATED DAMAGES AMOUNT ”).

2.4.6 Release on Payment in Full . Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents, release the Lien of the Mortgage. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender’s reasonable attorneys’ fees.

2.4.7 Mezzanine Loans . Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, in no event shall Borrower permit any Mezzanine Loan Borrower or any other Person to prepay (which shall include, without limitation, any prepayment in connection with any acceleration of any Mezzanine Loan) any Mezzanine Loan, in whole or in part, unless (i) (a) there is no Event of Default and the Debt is being proportionately prepaid contemporaneously in accordance with the applicable terms and conditions of this Agreement, or (b) the Debt has been previously prepaid in full in accordance with the applicable terms and conditions of this Agreement, and (ii) if a Trigger Period exists, the prepayment will cure the Trigger Period.

2.4.8 Prepayment Conditions.

Balance prepaid plus, if the Repayment Date is not a Monthly Payment Date, all interest accruing for the full Interest Period in which the Repayment Date falls.

(b) On the Repayment Date, Borrower shall pay to Lender (i) the Prepayment Fee (if such payment is made prior to the Open Prepayment Date) and (ii) all other sums, then due under the Note, this Agreement, the Mortgage, and the other Loan Documents.

(c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation, any costs and expenses associated with a release of the Lien of the Mortgage as set forth in Section 2.4.6 above and reasonable attorneys’ fees and expenses).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Borrower Representations . Each Individual Borrower represents and warrants that, except to the extent (if any) disclosed on Schedule IV hereto with reference to a specific subsection of this Section 3.1 :

3.1.1 Organization; Special Purpose . Each Individual Borrower is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in the jurisdiction in which the Property is located and in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, and each Individual Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby. Each Individual Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged. Each Individual Borrower is a Special Purpose Bankruptcy Remote Entity.

3.1.2 Proceedings . This Agreement and the other Loan Documents have been duly authorized, executed and delivered by each Individual Borrower and constitute a legal, valid and binding obligation of each Individual Borrower, enforceable against each Individual Borrower in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.1.3 No Conflicts . The execution and delivery of this Agreement and the other Loan Documents by each Individual Borrower and the performance of its Obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which each Individual Borrower is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of each Individual Borrower’s organizational documents or any agreement or instrument to which Borrower is a party or by which it is bound, or any order or decree applicable to any Individual Borrower, or result in the creation or imposition of any Lien on any of any Individual Borrower’s assets or property (other than pursuant to the Loan Documents).

3.1.4 Litigation . There is no action, suit, proceeding or investigation pending or, to the best of Borrower’s knowledge, threatened against any Individual Borrower, Guarantor, the Manager or any Individual Property in any court or by or before any other Governmental Authority which, if adversely determined, is reasonably expected to result in a Material Adverse Effect with respect to any such parties.

3.1.5 Agreements . No Individual Borrower is a party to any agreement or instrument or subject to any restriction which is reasonably expected to result in a Material Adverse Effect. No Individual Borrower 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 is reasonably expected to result in a Material Adverse Effect. No Individual Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or the Property is bound which is reasonably expected to result in a Material Adverse Effect. No Individual Borrower has any material financial obligation (contingent or otherwise) under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Individual Borrower is a party or by which any Individual Borrower or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation, management, leasing and improvement of the Property (including, without limitation, pursuant to the four (4) Management Agreements), (b) obligations under the Loan Documents and (c) obligations, covenants or conditions contained in any Permitted Encumbrance, the Leases and any Major Contract.

3.1.6 Consents . No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by each Individual Borrower of, or compliance by each Individual Borrower with, this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower.

3.1.7 Title . Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on each Individual Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. To Borrower’s knowledge, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Mortgage and this Agreement, (b) materially and adversely affect the value of any Individual Property, (c) impair the use or operations of any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner.

3.1.8 ERISA; No Plan Assets . As of the date hereof and throughout the Term (i) no Individual Borrower nor any Commonly Controlled Entity sponsors is obligated to contribute to, and no Individual Borrower nor any Commonly Controlled Entity is itself, an “employee benefit

plan,” as defined in Section 3(3) of ERISA, (ii) none of the assets of any Individual Borrower constitutes or will constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, (iii) no Individual Borrower is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (iv) no Individual Borrower nor any transaction by or with any Individual Borrower is or will be subject to state statutes regulating investment of, or fiduciary obligations with respect to, governmental plans. As of the date hereof, no Individual Borrower, nor any member of a “controlled group of corporations” (within the meaning of Section 414 of the Code) maintains, sponsors or contributes to a “defined benefit plan” (within the meaning of Section 3(35) of ERISA) or a “multiemployer pension plan” (within the meaning of Section 3(37) of ERISA).

3.1.9 Compliance . Each Individual Borrower and the Property (including, but not limited to the Improvements) and the use thereof comply in all material respects with all applicable Legal Requirements, including parking, building and zoning and land use laws, ordinances, regulations and codes. No Individual Borrower has committed any act which may give any Governmental Authority the right to cause any Individual Borrower to forfeit its interest in the Property or any part thereof or any monies paid in performance of Borrower’s Obligations under any of the Loan Documents. The Property is used exclusively as an office building and other appurtenant and related uses. No legal proceedings are pending or, to the knowledge of Borrower, threatened with respect to the zoning of the Property. Neither the zoning nor any other right to construct, use or operate the Property is in any way dependent upon or related to any property other than the Property. The use being made of the Property is in conformity with the certificate of occupancy issued for the Property and all other restrictions, covenants and conditions affecting the Property.

3.1.10 Financial Information . All financial data, including the statements of cash flow and income and operating expense, that have been prepared by or on behalf of any Individual Borrower, Guarantor and their Affiliates and delivered to Lender in connection with the Loan (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property as of the date of such reports in all material respects, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. No Individual Borrower 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 reasonably likely to have a Material Adverse Effect, except as referred to or reflected in said financial statements. Since the date of the financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower or any Individual Borrower or the Property or any Individual Property from that set forth in said financial statements.

3.1.11 Condemnation . No Condemnation or other proceeding has been commenced or, to Borrower’s knowledge, is threatened with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to such Individual Property.

3.1.12 Easements; Utilities and Public Access . All easements, cross easements, licenses, air rights and rights-of-way or other similar property interests (collectively, “ Easements ”), if any, necessary for the full utilization of the Improvements for their intended purposes have been obtained and are in full force and effect without default thereunder. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary

sewer and storm drain facilities adequate to service such Individual Property for its intended uses.

3.1.13 Separate Lots . Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Individual Property.

3.1.14 Assessments . To Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Individual Property. To Borrower’s knowledge, there are not any contemplated improvements to any Individual Property that may result in such special or other assessments.

3.1.15 Enforceability . The Loan Documents are not subject to any right of rescission, set‑off, counterclaim or defense by Borrower, any Individual Borrower or Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and no Individual Borrower nor Guarantor has asserted any right of rescission, set‑off, counterclaim or defense with respect thereto.

3.1.16 Assignment of Leases . The Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases. No Person other than Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder.

3.1.17 Insurance . Borrower has obtained and has delivered to Lender certificates of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. To Borrower’s knowledge, no Person, including any Individual Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

3.1.18 Licenses . All necessary certificates of occupancy for the current use of each Individual Property, and all other certifications, permits, licenses and approvals required of any Individual Borrower for the legal use, occupancy and operation of each Individual Property as an office building and/or parking garage (collectively, the “ Licenses ”) have been obtained and are in full force and effect unless such failure to obtain is not reasonably expected to result in a Material Adverse Effect. Borrower shall keep and maintain all Licenses necessary for (i) the operation of the 555 W. Fifth Property as an office building with an ancillary parking garage and (ii) the operation of the 350 S. Figueroa Property as a parking garage.

3.1.19 Flood Zone . None of the Improvements on any Individual Property are located in an area identified by the Federal Emergency Management Agency as a special flood hazard area, or, if so located the flood insurance required pursuant to Section 5.1.1(a) hereof is in full force and effect with respect to such Individual Property.

all material respects, normal wear and tear excepted; there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, that are reasonably expected to result in a Material Adverse Effect, and no Individual Borrower has received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or any termination or threatened termination of any policy of insurance or bond.

3.1.21 Boundaries . All of the Improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property, and no improvements on adjoining properties encroach upon any Individual Property, and no easements or other encumbrances affecting any Individual Property encroach upon any of the Improvements, so as to affect the value or marketability of such Individual Property, except those which are set forth on the Survey.

3.1.22 Leases . The rent roll attached hereto as Schedule I is true, complete and correct in all material respects (except certain Tenant names on Schedule I may be d/b/a’s) and the Property is not subject to any Leases other than the Leases described in Schedule I . Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as disclosed on Schedule I or in the estoppel certificates delivered to Lender, the Leases identified on Schedule I are in full force and effect and there are no material defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete in all material respects, and, to Borrower’s knowledge, there are no oral agreements with respect thereto. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. Except as expressly set for on Schedule I (a) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (b) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, and (c) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property (provided, that Tenants such as WeWork Companies Inc. and Regus, that rent space to third parties, shall be deemed to be in occupancy if such Tenants are in possession of the demised premises and the demised space is available to rent to such third parties) and have commenced the payment of full, unabated rent under the Leases. Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at any Individual Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. Each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) is an Affiliate of Borrower (other than with respect to the Lease with the Manager). Except as disclosed on Schedule I , the Tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing or as disclosed on Schedule I . There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein by Borrower (or by any predecessor-in-interest which is binding on Borrower) which is still in

effect. To Borrower’s knowledge, no Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part.

3.1.23 Filing and Recording Taxes . All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower 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 Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Mortgage, have been paid or are being paid simultaneously herewith. All Taxes due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy.

3.1.24 Tax Filings . To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal and material state, commonwealth, district and local tax returns required to be filed and has paid all federal, state, commonwealth, district and local taxes, charges and assessments due and payable by Borrower. Borrower’s tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable Governmental Authority upon audit.

3.1.25 No Fraudulent Transfer . Borrower (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. 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 subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is, and immediately following the making of the Loan, will be, greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. 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. Borrower does not intend to, and does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of the obligations of Borrower). No petition in bankruptcy has been filed against Borrower, any Individual Borrower or Guarantor (or any of their respective Affiliates that own direct or indirect beneficial interests in the Property) and none of such Persons has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Individual Borrower nor any of its Affiliates that own direct or indirect beneficial interests in the Property are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of any Individual Borrower’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

3.1.26 Federal Reserve Regulations . No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

3.1.27 Organizational Chart . The organizational chart attached as Schedule III , relating to Borrower and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof.

3.1.28 Organizational Status . 555 W. 5 ^th Borrower’s exact legal name is: MAGUIRE PROPERTIES–555 W. FIFTH, LLC, and 350 S. Figueroa Borrower’s exact legal name is: MAGUIRE PROPERTIES–350 S. FIGUEROA, LLC. Each Individual Borrower is of the following organizational type (e.g., corporation, limited liability company): limited liability company, and the jurisdiction in which each Individual Borrower is organized is: Delaware. 555 W. Fifth Borrower’s Tax I.D. number is 20-0023239 and 555 W. Fifth Borrower’s Delaware Organizational I.D. number is 3658031, and 350 S. Figueroa Borrower’s Tax I.D. number is 20-2899360 and 350 S. Figueroa Borrower’s Delaware Organizational I.D. number is 3975178.

3.1.29 Bank Holding Company . No Individual Borrower is a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

3.1.30 No Casualty . None of the Improvements at any Individual Property have suffered any material casualty or damage which has not been fully repaired and the cost thereof fully paid.

3.1.31 Purchase Options . No Individual Property nor any part thereof are subject to any purchase options, rights of first refusal to purchase, rights of first offer to purchase or other similar rights in favor of third parties.

3.1.32 FIRPTA . No Individual Borrower is a “foreign person” within the meaning of Sections 1445 or 7701 of the Code.

3.1.33 Investment Company Act . No Individual Borrower is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to any other United States federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

3.1.34 Use of Property . The 555 W. Fifth Property consists solely of an office building and related operations (including an ancillary parking garage and retail operations and storage) and is used for no other purpose, and the 350 S. Figueroa Property consists solely of a parking garage and is used for no other purpose.

3.1.35 Fiscal Year . Each fiscal year of Borrower commences on January 1.

3.1.36 Other Debt . Borrower has no Indebtedness which has not heretofore been repaid in full or for which Borrower’s obligations to pay have been indefeasibly released, other than the Loan, Permitted Encumbrances and Permitted Indebtedness.

3.1.37 Contracts .

(a) Neither Borrower nor any Individual Borrower has entered into, and is bound by, any Major Contract which continues in existence, except those previously disclosed in writing to Lender.

(b) To the best of Borrower’s knowledge, each of the Major Contracts is in full force and effect. There are no monetary or other material defaults by Borrower or any Individual Borrower under any Major Contracts and, to the best knowledge of Borrower, there are no monetary or other material defaults thereunder by any other party thereto. None of Borrower, Manager, Parking Manager or any other Person acting on Borrower’s behalf has given or received any notice of default under any of the Major Contracts that remains uncured or in dispute.

(c) Borrower has delivered true, correct and complete copies of the Major Contracts (including all amendments and supplements thereto) to Lender.

(d) Except for the Manager under the Management Agreements, no Major Contract has as a party an Affiliate of Borrower. All fees and other compensation due and owing for services previously performed under the Management Agreements have been paid in full.

3.1.38 Full and Accurate Disclosure . No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower related to Borrower, any Individual Borrower, Guarantor or any Individual Property which is reasonably expected to have a Material Adverse Effect.

3.1.39 Other Obligations and Liabilities . Borrower has no liabilities or other obligations that arose or accrued prior to the date hereof that, either individually or in the aggregate, which is reasonably expected to have a Material Adverse Effect.

3.1.40 Intentionally Omitted .

3.1.41 Operations Agreements . Each Operations Agreement is in full force and effect and neither Borrower, any Individual Borrower nor, to Borrower’s knowledge, any other party to any Operations Agreement, is in default thereunder which is reasonably expected to result in a Material Adverse Effect, and to the best of Borrower’s knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default thereunder which is reasonably expected to result in a Material Adverse Effect.

3.1.42 No Prohibited Persons . Neither Borrower, any Individual Borrower nor any owner of a direct or indirect interest in Borrower (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar

prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity. For purposes hereof, the term “ Patriot Act Offense ” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “ Patriot Act Offense ” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “ Government Lists ” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“ OFAC ”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrower in writing is now included in “ Government Lists ”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrower in writing is now included in “ Government Lists ”. The representations contained in this Section 3.1.42 shall not be deemed to apply to owners of shares of common stock in any indirect owner of Borrower whose shares are listed on a publicly traded exchange and acquired such shares through such exchange.

3.1.43 Illegal Activity . No portion of the Property has been or will be purchased with proceeds of any illegal activity, and to the best of Borrower’s knowledge, there are no illegal commercial activities or commercial activities relating to controlled substances at the Property (including, without limitation, any growing, distributing and/or dispensing of marijuana for commercial purposes, medical or otherwise for so long as the foregoing is a violation of a Legal Requirement of any applicable Governmental Authority).

3.1.44 350 S. Figueroa Property Documents.

(a) Borrower has delivered to Lender true, correct and complete copies of each of the 350 S. Figueroa Property Documents. There are no other agreements, instruments or other documents to which Borrower is a party or by which Borrower may be bound relating to the creation and/or governance of the vertical subdivision of the building located at 350 S. Figueroa Street, Los Angeles, California, containing the 350 S. Figueroa Property (the “ 350 S. Figueroa Property Building ”). The 350 S. Figueroa Property Documents are in full force and effect.

(b) Neither 350 S. Figueroa Borrower, nor to Borrower’s knowledge, any other party to the 350 S. Figueroa Property Documents is in default thereunder, and, to Borrower’s knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default hereunder.

been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

ARTICLE 4

BORROWER COVENANTS

Until the end of the Term, Borrower hereby covenants and agrees with Lender that:

Section 4.1 Payment and Performance of Obligations . Borrower shall pay and otherwise perform the Obligations in accordance with the terms of this Agreement and the other Loan Documents.

Section 4.2 Due on Sale and Encumbrance; Transfers of Interests . Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7 , neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “ Transfer ”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) the sale of any Individual Property or any part thereof pursuant to an installment sales agreement for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Gross Revenue (provided, that, any Leases to Tenants such as WeWork Companies Inc. and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with this provision); (iii) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower or Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower.

Section 4.3 Liens .

with respect to other Liens, shall discharge such Liens within thirty (30) days after Borrower receives written notice of the filing of a Lien. Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Liens, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Liens, together with all costs, interest and penalties which may be payable in connection therewith; (v) if Borrower is contesting Liens in excess $750,000, individually or in the aggregate (the “ Contest Threshold ”), to insure the payment of such Liens, Borrower shall deliver to Lender either (A) cash, or other security as may be approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the contested amount over the Contest Threshold or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Lender in its reasonable discretion, (vi) failure to pay such Liens will not subject Lender to any civil liability (other than immaterial fines which Borrower promptly pays in full) or criminal liability, (vii) such contest shall not materially and adversely affect the ownership, use or occupancy of the applicable Individual Property, and (viii) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.3(a) . Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established and the applicable Individual Property (or any material part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

(b) Notwithstanding Section 4.3(a) above, it shall not be an Event of Default under the terms and conditions of this Section 4.3(a) if, in respect of a mechanic’s or materialman’s Lien asserted against any Individual Property (each, a “ Mechanic’s Lien ”) (i) within thirty (30) days (or sixty (60) days in the case of a Mechanic’s Lien resulting from or relating to work contracted for by a Tenant) of obtaining knowledge of such Mechanic’s Lien, Borrower shall have provided Lender with written notice thereof and shall have furnished to Lender either (A) cash, or other security as may be approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the contested amount, or (B) a payment and performance bond in amount equal to one hundred percent (100%) of the amount of the contested amount from a surety acceptable to Lender in its reasonable discretion, plus in each instance a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith, (ii) such Mechanic’s Lien was not consented to by Borrower, and (iii) Borrower shall otherwise be contesting such Mechanic’s Lien in good faith and with due diligence subject to terms and conditions set forth in Section 4.3(a) above.

(c) Notwithstanding Section 4.3(a) above, to the extent that any Tenant (other than a Tenant that is an Affiliate of Borrower) is responsible for discharging any Mechanic’s Lien under the terms of the applicable Lease (any such Mechanic’s Lien, a “ Tenant Lien ”), Borrower shall not be required to discharge and release such Tenant Lien so long as Borrower is using commercially reasonable efforts to obtain or cause such Tenant to obtain a discharge or release of such Tenant Lien, provided that in each case during the pendency of such enforcement

until Borrower has obtained a discharge and release of such Tenant Lien: (i) no Event of Default shall exist and be continuing hereunder, and (ii) if the claimed amounts under such Tenant Lien, together with all other Tenant Liens then outstanding, exceed $2,250,000, Borrower shall provide security reasonably acceptable to Lender (which may include the deposit of such amount with Lender) in an amount equal to one hundred percent (100%) of (A) the amount of the Tenant Lien plus (B) any additional fees or expenses or charges arising from such Tenant Lien. Notwithstanding any of the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower shall promptly discharge and release such Tenant Lien (A) in the event of any determination by a court of competent jurisdiction that the Tenant is not responsible for discharging such Tenant Lien, (B) if, in Lender’s reasonable judgment, the Tenant Lien or the Property (or any portion thereof) is in imminent danger of being foreclosed or (C) 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 of the Tenant Lien.

Section 4.4 Special Purpose . Without in any way limiting the provisions of this Article 4 , Borrower shall at all times be a Special Purpose Bankruptcy Remote Entity. Borrower shall not directly or indirectly make any change, amendment or modification to its organizational documents, or otherwise take any action which is reasonably expected to result in Borrower not being a Special Purpose Bankruptcy Remote Entity.

Section 4.5 Existence; Compliance with Legal Requirements . Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits, franchises and all applicable governmental authorizations necessary for the operation of the Property and comply with all Legal Requirements applicable to it and the Property, unless such failure to preserve, renew, keep or comply is not reasonably expected to result in a Material Adverse Effect. There shall never be committed by Borrower and Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage.

Section 4.6 Taxes and Other Charges . Subject to Borrower’s contest rights as set forth in this Section 4.6 , Borrower shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed prior to delinquency, and shall upon request furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower need not pay Taxes directly nor furnish such receipts for payment of Taxes to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 6.3 ). Upon request, Borrower shall not permit or suffer, and shall promptly discharge, any Lien or charge against any Individual Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to any Individual Property. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the

amount or validity of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property, unless Borrower has previously paid such Taxes or Other Charges; (vi) Borrower shall deposit with Lender cash, or other security as may be approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, unless Borrower has previously paid such Taxes or Other Charges, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, and (viii) such contest shall not affect the ownership, use or occupancy of the applicable Individual Property. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established and the applicable Individual Property (or any material part thereof or interest therein) shall be in danger of being sold, forfeited, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien. Notwithstanding anything to the contrary set forth above in this Section 4.6, Borrower shall at all times have the right to contest through appropriate tax certiorari proceedings Taxes and Other Charges already paid in full by Borrower without having to comply with the requirements above including, without limitation, the notice requirements.

Section 4.7 Litigation . Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against any Individual Property, any Individual Borrower, Manager, Parking Manager or Guarantor which if adversely determined is reasonably expected to result in a Material Adverse Effect.

Section 4.8 Access to Property . Borrower shall permit agents, representatives, consultants and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice (which may be given verbally).

Section 4.9 Further Assurances; Supplemental Mortgage Affidavits . Borrower shall, at Borrower’s sole cost and expense:

(a) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Obligations, as Lender may reasonably require; and

(b) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender may reasonably require from time to time, provided that such acts, conveyances and assurances shall be at no material out-of-pocket expense to Borrower.

Section 4.10 Financial Reporting .

4.10.1 Generally . Borrower shall keep and maintain or will cause to be kept and maintained proper and accurate books and records, in accordance with GAAP, and, to the extent required under Section 8.1 hereof, the requirements of Regulation AB, reflecting the financial affairs of Borrower and all items of income and expense in connection with the operation of the Property. Lender shall have the right from time to time during normal business hours upon reasonable notice (which may be given verbally) to Borrower to examine such books and records at the office of Borrower or other Person maintaining such books and records and to make such copies or extracts thereof as Lender shall desire. After an Event of Default, Borrower shall pay any costs incurred by Lender to examine such books, records and accounts, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

4.10.2 Quarterly Reports .

(a) Not later than sixty (60) days following the end of each fiscal quarter, Borrower shall deliver to Lender:

(i) unaudited financial statements, internally prepared in accordance with GAAP including a balance sheet and profit and loss statement as of the end of such quarter and for the corresponding quarter of the previous year, which includes revenues, expenses, Operating Income and Operating Expenses for such quarter and the year to date, and a comparison of the year to date results with (i) the results for the same period of the previous year, and (ii) the Annual Budget for such period and the Fiscal Year. Such statements for each quarter shall be accompanied by an Officer’s Certificate certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Borrower, (B) that as of the date of such Officer’s Certificate, no Default exists under this Agreement, the Note or any other Loan Document or, if so, specifying the nature and status of each such Default and the action then being taken by Borrower or proposed to be taken to remedy such Event of Default, and (C) that as of the date of each Officer’s Certificate, no litigation exists involving Borrower or the Property which if adversely determined would be reasonably expected to result in a Material Adverse Effect, or, if so, specifying such litigation and the actions being taking in relation thereto. Such financial statements shall contain such other information as shall be reasonably requested by Lender for purposes of calculations to be made by Lender pursuant to the terms hereof.

(ii) a true, correct and complete rent roll for the Property, dated as of the last month of such fiscal quarter, showing the percentage of gross leasable area of the Property, if any, leased as of the last day of the preceding calendar quarter, the current annual rent for the Property, the expiration date of each Lease, and such rent roll shall be accompanied by an Officer’s Certificate certifying that such rent roll is true, correct and complete in all material respects as of its date and stating whether Borrower, within the past three (3) months, has issued a notice of default with respect to any Lease which has not been cured and the nature of such default and whether to Borrower’s knowledge any material portion of the space demised under a Major Lease has been sublet, and if it has, the name of the subtenant.

(b) Not later than forty-five (45) days following the end of each fiscal quarter, Borrower shall deliver to Lender:

(i) such information as is required under Sections 8.1(d) and (e) hereof.

4.10.3 Annual Reports . Borrower shall deliver to Lender:

(i) Not later than eighty-five (85) days after the end of each Fiscal Year, unaudited financial statements, internally prepared in accordance with GAAP, covering the Property, including a balance sheet and profit and loss statement which includes revenues, expenses, Operating Income and Operating Expenses as of the end of such year, which annual financial statements shall be accompanied by an Officer’s Certificate in the form required pursuant to Section 4.10.2(i) above; provided, however, unaudited financial statements delivered by Borrower pursuant to clause (i) of Section 4.10.2 above for the fourth quarter of a Fiscal Year, which include year-to-date revenues, expenses, Operating Income and Operating Expenses for the Fiscal Year through the end of the fourth quarter of such Fiscal Year and are otherwise delivered in accordance with clause (i) of Section 4.10.2 shall satisfy the obligations of Borrower under this clause (i);

(ii) Not later than one hundred and twenty (120) days after the end of each Fiscal Year of Borrower’s operations, audited financial statements certified by an Independent Accountant in accordance with GAAP, and, to the extent required under Section 8.1 hereof, the requirements of Regulation AB, covering the Property, including a balance sheet and a profit and loss statement which includes revenues, expenses, Operating Income and Operating Expenses as of the end of such year; provided, however, that separate audited financial statements for Borrower and the Property shall not be required if and to the extent the information required pursuant to this subsection (ii) are part of the audited financial statements of any direct or indirect equity holder in Borrower (which financial statements contain a separate schedule covering the matters required pursuant to this subsection (ii) ), and which are delivered to Lender not later than one hundred and twenty (120) days after the end of each Fiscal Year; and

(iii) Not later than one hundred twenty (120) days after the end of each Fiscal Year of Borrower’s operations, an annual summary of any and all Capital Expenditures made at the Property during the prior twelve (12) month period.

(iv) Not later than ninety (90) days after the end of each Fiscal Year of Borrower’s operations, such information as is required under Sections 8.1(d) and (e) hereof.

4.10.4 Other Reports .

(a) Borrower shall, within ten (10) Business Days after request by Lender or, if all or part of the Loan is being or has been included in a Securitization, by the Rating Agencies, furnish or cause to be furnished to Lender and, if applicable, the Rating Agencies, in such manner and in such detail as may be reasonably requested by Lender or the Rating Agencies, such reasonable additional information as may be reasonably requested with respect to the Property, provided, however, that such additional information shall be obtained at no material expense to Borrower.

(b) Borrower shall submit to Lender the financial data and financial statements required, and within the time periods required, under clauses (f) and (g) of Section 8.1 , if and when available.

4.10.5 Annual Budget . Borrower shall submit to Lender on the Closing Date the Annual Budget for the current Fiscal Year. Thereafter, Borrower shall submit to Lender (for informational purposes only so long as no Trigger Period has occurred and is continuing) by December 1 of each year the Annual Budget for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably withheld so long as no Event of Default then exists), further provided that (i) tenant improvement costs, landlord work costs and leasing commissions that Borrower is obligated to pay for or perform pursuant to a Lease, (ii) Capital Expenditures required to be made to the Property pursuant to the terms of a Lease or otherwise required pursuant to Legal Requirements, in each case under clauses (i) and (ii) provided such Lease was entered into in accordance with the terms of this Agreement (including Lender’s approval if required hereunder) prior to the occurrence of a Trigger Period and (iii) Permitted Leasing Expenses (the items in clauses (i) , (ii) and (iii) are, collectively, “ Pre-approved Budget Items ”), are deemed to be approved in any Annual Budget submitted for Lender’s approval as required in this subsection). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender (during the continuance of a Trigger Period) shall hereinafter be referred to as an “ Approved Annual Budget ”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the then-current Approved Annual Budget with the Permitted Budget Variances therefrom shall apply for all purposes hereunder. During the continuance of a Trigger Period, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender. In addition, during a Trigger Period, Lender may require Borrower, on a quarterly basis, to furnish to Lender for approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default then exists) an updated Annual Budget.

4.10.1 Extraordinary Operating Expenses : During the continuance of a Trigger Period, in the event that Borrower incurs an extraordinary operating expense or extraordinary Capital Expenditure not set forth in the Approved Annual Budget (each an “ Extraordinary Operating Expense ”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval; provided, however, Lender’s approval shall not be required (i) with respect to any Extraordinary Operating Expense that is funded from a source other than Gross Revenues or (ii) for any Extraordinary Operating Expense that is required as the result of an emergency which requires Borrower to take immediate action pursuant to a Lease, Major Contract or Operations Agreement or threatens life safety or structural issues at the Property. Any Extraordinary Operating Expense approved by Lender (or for which no approval of Lender is required pursuant to clause (ii) above) is referred to herein as an (“ Approved Extraordinary Operating Expense ”). Any funds distributed to Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 6.13.1 shall be used by Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrower for such Approved Extraordinary Operating Expenses, as applicable.

Section 4.11 Title to the Property . Borrower shall warrant and defend (a) its title to the Property and every part thereof, subject only to Permitted Encumbrances and (b) the validity and priority of the Liens of the Mortgage, the Assignment of Leases and this Agreement on the Property, subject only to Permitted Encumbrances, in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in the Property, other than as permitted hereunder, is claimed by another Person.

Section 4.12 Estoppel Statement .

(a) After request by Lender not more than once in any calendar year (or twice a year prior to a Securitization), Borrower shall within five (5) Business Days furnish Lender with a statement stating (i) the Outstanding Principal Balance of the Note, (ii) the Interest Rate, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment and performance of the Obligations, if any, and (v) that this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification. After request by Borrower not more than once in any calendar year, Lender shall within fifteen (15) Business Days furnish Borrower with a statement, stating (i) the Outstanding Principal Balance of the Note, (ii) the Interest Rate and (iii) that, to Lender’s knowledge, this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall use commercially reasonable efforts to deliver to Lender, upon request, an estoppel certificate from each Tenant under any Lease in form and substance reasonably satisfactory to Lender (subject to requirements set forth in such Lease); provided, that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year (except that prior to a Securitization Borrower will deliver up to two (2) estoppel certificates in any calendar year).

Section 4.13 Leases .

4.13.1 Generally . Upon request, Borrower shall furnish Lender with executed copies of all Leases then in effect.

4.13.2 Approvals .

(a) Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease)) that meets the following requirements may be entered into by Borrower without Lender’s prior consent: (i) provides for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) is on commercially reasonable terms, (iii) has a term of not more than twenty (20) years, including all extensions and renewals (unless Lender approves in writing a longer term or such extensions or renewals are required to be on market terms and conditions at the time of such extension or renewal), (iv) unless a subordination, non-disturbance and attornment agreement is delivered pursuant to this Section 4.13.2 , provides that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) is with Tenants that are creditworthy in the reasonable business judgment of Borrower, (vi) is written substantially in accordance with the standard form

of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vii) is not with an Affiliate of Borrower or Guarantor, and (viii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except for (A) a termination right in the event of the destruction or condemnation of substantially all of an Individual Property or (B) a termination right entered into in the ordinary course of business, that, individually and in the aggregate with all other termination rights contained in Leases at the applicable Individual Property, could not be reasonably expected to result in a Material Adverse Effect), any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications (including without limitation any voluntary termination or surrender) thereof executed after the date hereof shall be subject to Lender’s prior approval (other than renewals, expansions, contractions and other unilateral options exercised by the applicable Tenant pursuant to the express terms of a Lease) which approval shall not be unreasonably withheld. In connection with any Lender consent required hereunder with respect to any Lease or any renewal, amendment or modification of a Lease, Borrower shall have the right to request Lender to approve the material economic and non-economic terms of such proposed Lease or such renewal, amendment or modification of a Lease, and in the event Lender approves such material economic and non-economic terms, Lender shall not thereafter have the right to withhold its consent to such Lease or such renewal, amendment or modification of a Lease based on any objection to any material economic and/or non-economic terms which Lender has previously approved (provided, such Lease or such renewal, amendment or modification of a Lease is delivered to Lender for approval within 90 days after Lender’s approval of the material economic and non-economic terms of such Lease or such renewal, amendment or modification of a Lease).

(b) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower), which approval shall not be unreasonably withheld; provided however, Lender’s consent shall not be required in connection with the assignment or sublease of a Major Lease if (i) no Event of Default is continuing, (ii) the assignment or sublease is effectuated in accordance with the terms of such Major Lease, (iii) pursuant to the terms of such Major Lease, Borrower is required to be reasonable or exercise reasonable discretion is considering the approval of such assignment or sublease, (iv) not later than ten (10) Business Days after the effective date of any assignment Borrower delivers to Lender written notice describing in reasonable detail such assignment of such Major Lease, which notice shall include a reasoned statement of Borrower’s conclusion that Borrower’s approval or consent to such assignment was reasonable, (v) the assigning or subletting Tenant continues to remain liable for all obligations and liabilities under such Major Lease following such assignment or sublease and (vi) there is no other amendment or modification to such Major Lease which would otherwise require Lender’s approval under this Section 4.13 . In addition to the foregoing, in connection with any sublease of any Major Lease which demises over 37,500 rentable square feet to the sub-tenant, Borrower shall use commercially reasonable efforts to notify Lender of such sublease within ten (10) Business Days after the effective date of such sublease. Lender, at Borrower’s sole cost and expense, shall execute and deliver a subordination, non-disturbance and attornment agreement, in form and substance substantially similar to the form attached hereto as Exhibit D (a “ Non-Disturbance Agreement ”), with any Tenant entering

into a new Lease or a modification of a Lease, in each case, which demises more than 10,000 rentable square feet at the applicable Individual Property, with such commercially reasonable changes as may be requested by such Tenant and which are reasonably acceptable to Lender.

(c) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Major Lease without Lender’s prior approval; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the lessor, unless if such amendment would be permitted without Lender consent if such amendment were a new Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower shall promptly send copies to Lender of all written notices of material default which Borrower shall receive under the Leases.

(d) All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all Legal Requirements and the terms of the Leases. During the continuance of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements and the Lease, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall then be held by Deposit Bank in a separate Account), which shall be held by Deposit Bank subject to the terms of the Leases.

(e) Provided that an Event of Default shall not have occurred and be continuing, Borrower shall have the right, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of monetary or material non-monetary Tenant default and (ii) in a commercially reasonable manner to preserve and protect the applicable Individual Property.

(f) Notwithstanding anything to the contrary contained in this Section 4.13.2 , provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.13.2 , Lender’s consent shall be deemed given if:

(i) the first correspondence from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen(14)) legend at the top of the first page thereof stating that “ FIRST NOTICE : THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO MAGUIRE PROPERTIES-555 W. FIFTH, LLC AND MAGUIRE PROPERTIES-350 S. FIGUEROA, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED ”, and is accompanied by the information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same has been delivered; and

(ii) if Lender fails to respond or to deny such request for approval in writing within such ten (10) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen(14)) legend at the top of the first page thereof stating that “ SECOND AND FINAL NOTICE : THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO MAGUIRE PROPERTIES-555 W. FIFTH, LLC AND MAGUIRE PROPERTIES-350 S. FIGUEROA, LLC. FAILURE TO APPROVE OR DENY THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED ” and Lender fails to either approve or deny such request for approval or consent within such second five (5) Business Day period.

Section 4.14 Repairs; Maintenance and Compliance; Alterations .

4.14.1 Repairs; Maintenance and Compliance . Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 4.14.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall comply with all Legal Requirements and immediately cure properly any violation of a Legal Requirement, unless such failure to comply is not reasonably expected to result in a Material Adverse Effect. Borrower also hereby covenants and agrees that it shall not commit, permit or suffer to exist any illegal commercial activities or commercial activities relating to controlled substances at the Property (including, without limitation, any growing, distributing and/or dispensing of marijuana for commercial purposes, medical or otherwise for so long as the foregoing is a violation of a Legal Requirement of any applicable Governmental Authority). Borrower shall notify Lender in writing within one (1) Business Day after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair.

4.14.2 Alterations . Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) are not reasonably expected to result in a Material Adverse Effect and (iii) are in the ordinary course of Borrower’s business. Borrower shall not perform any Material Alteration without Lender’s prior written consent. Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender security for payment of the cost of such alterations in excess of the Alteration Threshold and as additional security for Borrower’s Obligations under the Loan Documents, which security may be any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, (v) a completion bond or (vi) an Alteration Deficiency Guaranty; provided, that the aggregate amount of costs that may be guaranteed by all Alteration Deficiency Guaranties delivered hereunder shall not exceed (A) five percent (5%) of the Outstanding Principal Balance and (B) together with any Letters of Credit, collectively, ten percent (10%) of the Outstanding Principal Balance. If any Guarantor under an Alteration Deficiency Guaranty no longer maintains an Investment Grade Rating, then

such Guarantor shall pay the amount of the applicable Alteration Deficiency Guaranty to Lender in cash within three (3) Business Days. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold. If Borrower has provided cash security, Borrower shall have the right from time to time to draw upon such security pursuant to reasonable disbursement mechanisms customarily established by Lender and to reduce such security as Borrower expends funds to complete such Material Alteration. Upon completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements in all material respects, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration for an amount in excess of $500,000 have been paid in full and have delivered unconditional releases of liens (or such liens have otherwise been fully bonded over to the reasonable satisfaction of Lender), and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. Upon Borrower’s satisfaction of the requirements of the preceding sentence, (x) if Borrower has provided cash security, as provided above, such cash shall be released by Lender to fund such Material Alteration and (y) if Borrower has provided non-cash security, as provided above, except to the extent applied by Lender to fund such Material Alteration, Lender shall release and return any security provided by Borrower (or, in the case of an Alteration Deficiency Guaranty, terminate the Alteration Deficiency Guaranty).

Section 4.15 Approval of Major Contracts . Borrower shall be required to obtain Lender’s prior written approval of any and all Major Contracts affecting any Individual Property entered into after the date hereof, which approval may be granted or withheld in Lender’s reasonable discretion. In connection with any Lender consent required hereunder with respect to any Major Contract or any renewal, amendment or modification of a Major Contract, Borrower shall have the right to request Lender to approve the material economic and non-economic terms of such proposed Major Contract or such renewal, amendment or modification of a Major Contract, and in the event Lender approves such material economic and non-economic terms, Lender shall not thereafter have the right to withhold its consent to such Major Contract or such renewal, amendment or modification of a Major Contract based on any objection to any material economic and/or non-economic terms which Lender has previously approved (provided, such Major Contract or such renewal, amendment or modification of a Major Contract is delivered to Lender for approval within 90 days after Lender's approval of the material economic and noneconomic terms of such Major Contract or such renewal, amendment or modification of a Major Contract).

Section 4.16 Property Management .

4.16.1 Management Agreements and Parking Management Agreements . Borrower shall (i) diligently perform and observe in all material respects the terms, covenants and conditions of each Management Agreement and each Parking Management Agreement on the part of Borrower to be performed and observed, (ii) promptly notify Lender of any default under any Management Agreement or any Parking Management Agreement of which it is aware, and (iii) promptly enforce the performance and observance of all of the covenants required to be performed and observed by (x) Manager under each Management Agreement and (y) Parking

Manager under each Parking Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of any Management Agreement or any Parking 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, and without waiving or releasing Borrower from any of its Obligations hereunder or under such Management Agreement or such Parking Management Agreement, as applicable, Lender shall have the right, 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 such Management Agreement or such Parking Management Agreement, as applicable, on the part of Borrower to be performed or observed. Notwithstanding anything to the contrary set forth herein, (and without limiting Section 4.16.2 below), the aggregate amount of the management fees payable under all Management Agreements and Parking Management Agreements shall not exceed three percent (3%) of Gross Revenue on an annual basis during the Term of the Loan; provided , that, the parking management fees payable under the Parking Management Agreements shall be permitted to cause the aggregate amount of management fees payable under all Management Agreements and Parking Management Agreements to be increased to an amount not to exceed 3.25% of Gross Revenues (such amount in excess of three percent (3%) being referred to as the “ Excess Management Fees ”). During a Trigger Period, such Excess Management Fees shall not be included in the Monthly Operating Expense Budgeted Amount or otherwise disbursed to Borrower.

4.16.2 Prohibition Against Termination or Modification .

(a) Subject to Section 4.16.2(b) hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the Management Agreements or the Parking Management Agreements, (ii) enter into any other agreement relating to the management or operation (including the parking garage) of any Individual Property with Manager, Parking Manager or any other Person, provided, that (a) Manager may sub-contract to a Qualified Manager the management responsibilities of Manager under a Management Agreement pursuant to a sub-management agreement, provided, that (1) the fees and charges payable under any such sub-management agreement do not exceed the management fees and charges payable to Manager under such Management Agreement and are the sole obligation of Manager, (2) any sub-management agreement terminates in the event of a termination of the Management Agreement, and (3) Borrower shall have no obligations or liabilities under any such sub-management agreement, (iii) consent to the assignment by the Manager or Parking Manager of its interest under any Management Agreement or any Parking Management Agreement (other than an assignment by the Manager or Parking Manager to a Qualified Manager), or (iv) waive or release any of its rights and remedies under any Management Agreement or any Parking Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new property manager or new parking manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation from each applicable rating agency as to such new property manager and management agreement or new parking manager and parking management agreement, as applicable. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager. If at any time Lender consents to the appointment of a new property manager or new parking manager or a Qualified Manager is appointed, such new property manager or new parking manger (including a Qualified Manager) and Borrower shall,

as a condition to such appointment, (x) execute (1) a management agreement or parking management agreement (as applicable) in form and substance reasonably acceptable to Lender, and (2) a subordination of management agreement or a subordination or parking management agreement, in each case, in a form reasonably acceptable to Lender and (y) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of Borrower.

(b) Notwithstanding anything to the contrary set forth herein, but subject to the cap on management fees and parking management fees set forth in Section 4.16.1 hereof, Borrower may (i) terminate and replace Parking Manager with a Unaffiliated Qualified Parking Manager, (ii) renew any existing Parking Management Agreement on substantially similar terms as long as there is no increase in the fees payable under such Parking Management Agreement or (iii) modify any Parking Management Agreement if such modification shall not (x) increase the fees payable under such Parking Management Agreement or (y) have an adverse effect on (A) the ability of Borrower to perform any of its obligations under any Loan Documents, (B) the legality, validity, binding effect or enforceability of any Loan Document, or (C) the use, value or possession of the Property taken as a whole (including the Underwritten Net Cash Flow), each without the consent of Lender.

4.16.3 Replacement of Manager and Parking Manager . Lender shall have the right to require Borrower to replace the Manager with (x) an Unaffiliated Qualified Manager selected by Borrower or (y) another property manager (which, provided no Event of Default exists, may be an Affiliate of Borrower with respect to a replacement of the Manager as a result of clause (ii) below) chosen by Borrower and approved by Lender in Lender’s reasonable discretion (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new property manager and management agreement) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default and (ii) the earlier to occur of (A) the acceleration of the Loan or (B) the Maturity Date, or (ii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding. Lender shall have the right to require Borrower to replace the Parking Manager with (x) an Unaffiliated Qualified Parking Manager selected by Borrower or (y) another parking manager (which, provided no Event of Default exists, may be an Affiliate of Borrower with respect to a replacement of the Parking Manager as a result of clause (ii) below) chosen by Borrower and approved by Lender in Lender’s reasonable discretion (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new parking manager and parking management agreement) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default and (ii) the earlier to occur of (A) the acceleration of the Loan or (B) the Maturity Date, or (ii) if Parking Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding.

Section 4.17 Performance by Borrower; Compliance with Agreements .

(a) Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior consent of Lender. Execution of any amendment, waiver, supplement, termination or other modification of any Loan Document by Lender, including without limitation, by Servicer or the Trustee on behalf of Lender, shall be deemed to be consent of Lender.

(b) Borrower shall at all times comply in all material respects with all Operations Agreements. Borrower agrees that without the prior written consent of Lender, Borrower will not amend, modify or terminate any of the Operations Agreements in a manner that is reasonably expected to result in a Material Adverse Effect.

Section 4.18 Licenses . Borrower shall keep and maintain all Licenses necessary for the operation of the Property as an office building to the extent the failure to do so would reasonably be expected to or does result in a Material Adverse Effect. Borrower shall not transfer any Licenses required for the operation of the Property.

Section 4.19 Notice of Default . Borrower shall promptly advise Lender of the occurrence of any Default or Event of Default of which Borrower has knowledge.

Section 4.20 Cooperate in Legal Proceedings . Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

Section 4.21 Awards and Insurance Benefits . Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual out of pocket third party expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements) out of such Insurance Proceeds and Awards.

Section 4.22 Indebtedness . No Individual Borrower shall create, incur or assume any indebtedness other than (i) the Debt and the other Obligations and liabilities specifically provided for in the Loan Documents, (ii) Approved Leasing Expenses, (iii) costs and expenses incurred in connection with the Restoration of an Individual Property in accordance with the terms of this Agreement following a Casualty or Condemnation and (iv) unsecured trade payables and operational debt incurred in the ordinary course of business relating to the ownership and operation of the Individual Property owned by such Individual Borrower, which in the case of such unsecured trade payables and operational debt (A) are not evidenced by a note, (B) do not exceed, at any time, together with any unsecured trade payables and operational debt incurred by the other Individual Borrower, a maximum aggregate amount of three percent (3%) of the original amount of the Outstanding Principal Balance and (C) are paid within ninety (90) days of the date incurred (unless being contested in accordance with the terms of this Agreement), (v) amounts due under equipment leases, so long as such amounts, together with the amounts due under clause (iv) do not exceed three percent (3%) of the original amount of the Outstanding Principal Balance and (vi) obligations arising out of any Emergency Repair, provided that none of the foregoing obligations are loans or evidenced by a note (collectively, “ Permitted Indebtedness ”).

Section 4.23 Business and Operations . Each Individual Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Individual Property owned by such Individual Borrower. Each Individual Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for

the ownership, maintenance, management and operation of the Individual Property owned by such Individual Borrower.

Section 4.24 Costs of Enforcement . In the event (a) that the Mortgage is foreclosed in whole or in part or that the Mortgage is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to the Mortgage in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower for the benefit of creditors, Borrower shall be chargeable with and agrees to pay all costs of collection and defense, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post‑judgment action involved therein, together with all required service or use taxes.

Section 4.25 Change in Business . No Individual Borrower shall change the current use of the Individual Property owned by such Individual Borrower in any material respect.

Section 4.26 Debt Cancellation . Borrower shall not cancel or otherwise forgive or release any claim or debt (other than the termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

Section 4.27 Zoning . Borrower shall not initiate or consent to any zoning reclassification of any portion of any Individual Property or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

Section 4.28 No Joint Assessment . Borrower shall not suffer, permit or initiate the joint assessment of any Individual Property (i) with any other real property constituting a tax lot separate from the applicable Individual Property, and (ii) with any portion of the applicable Individual Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the applicable Individual Property.

Section 4.29 Principal Place of Business . Borrower shall not change its principal place of business from the address set forth on the first page of this Agreement without first giving Lender thirty (30) days prior written notice.

Section 4.30 Change of Name, Identity or Structure . Borrower shall not change Borrower’s name, identity (including its trade name or names) or convert from a limited liability company structure without notifying Lender of such change in writing at least thirty (30) days prior to the effective date of such change and without first obtaining the prior written consent of Lender; provided, however, that in no event shall Borrower convert from a Delaware limited liability company to any other entity type or jurisdiction. Borrower shall execute and deliver to Lender, prior to or contemporaneously with the effective date of any such change, any financing statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under

which Borrower intends to operate the Property, and representing and warranting that Borrower does business under no other trade name with respect to the Property.

Section 4.31 Costs and Expenses .

(a) Except as otherwise expressed herein or in any of the other Loan Documents, Borrower shall pay or, if Borrower fails to pay, reimburse Lender upon receipt of notice from Lender, for all actual out of pocket third party costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including confirming compliance with environmental and insurance requirements (except to the extent expressly set forth in Section 10.22(a) hereof); (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date (except to the extent expressly set forth in Section 10.22(a) hereof); (iii) the negotiation, preparation, execution and delivery of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower (including, without limitation, fees charged by Servicer (except to the extent expressly set forth in Section 10.22 ) or, if a Securitization has occurred, the Rating Agencies ); (iv) filing and recording of any Loan Documents; (v) title insurance, surveys, inspections and appraisals in connection with the closing of the Loan and during the continuance of an Event of Default and after and for so long as the Loan is specially serviced; (vi) the creation, perfection or protection of Lender’s Liens in the Property and the Accounts (including fees and expenses for title and lien searches, intangibles taxes, personal property taxes, mortgage recording taxes, due diligence expenses, travel expenses, accounting firm fees, costs of appraisals, environmental reports and Lender’s Consultant, surveys and engineering reports); (vii) enforcing or preserving any rights in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting any Individual Borrower, the Loan Documents, any Individual Property, or any other security given for the Loan; and (viii) enforcing any Obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to any Individual Property or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings (including fees and expenses for title and lien searches, intangible taxes, personal property taxes, mortgage recording taxes, due diligence expenses, travel expenses, accounting firm fees, costs of appraisals, environmental reports and Lender’s Consultant, surveys and engineering reports); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the active gross negligence, illegal acts, fraud or willful misconduct of Lender, Servicer or Trustee.

(b) In addition, in connection with any Rating Agency Confirmation, Review Waiver or other Rating Agency consent, approval or review requested or required hereunder (other than the initial review of the Loan by the Rating Agencies in connection with a Securitization), Borrower shall pay all of the actual out-of-pocket third party costs and expenses of Lender and Servicer (including the costs and expenses of each Rating Agency) in connection

therewith, and, if applicable, shall pay any fees imposed by any Rating Agency in connection therewith.

(c) Any costs and expenses due and payable by Borrower hereunder which are not paid by Borrower within ten (10) Business Days after demand may be paid from any amounts in the Deposit Account, with notice thereof to Borrower. The obligations and liabilities of Borrower under this Section 4.31 shall (i) become part of the Obligations, (ii) be secured by the Loan Documents and (iii) survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure.

Section 4.32 Indemnity . Borrower shall indemnify, defend and hold harmless Lender from and against any and all actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by Borrower of its Obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents; provided, however, that if any breach by Borrower is with respect to any withholding Special Taxes then Section 10.25 shall control; (ii) the use or intended use of the proceeds of the Loan in violation of the terms hereof; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any ownership of the Mortgage; (vi) any use, nonuse or condition in, on or about any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; and (x) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease (collectively, the “ Indemnified Liabilities ”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence, illegal acts, fraud or willful misconduct of Lender or arise after Lender or its designee takes possession of the Property. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

Section 4.33 ERISA .

(a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender or any assignee of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the

Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) or Section 4975 of the Code.

(b) Borrower shall not maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any Commonly Controlled Entity to, maintain, sponsor, contribute to or become obligated to contribute to, any employee pension benefit plan within the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISA, or permit the assets of Borrower to become “plan assets,” whether by operation of law or under 29 C.F.R §2510.3-101, as modified by Section 3(42) of ERISA.

(c) Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the Term, as requested by Lender in its sole discretion, that (x) Borrower is not and does not maintain an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (y) Borrower is not subject to state statutes regulating investments or fiduciary obligations with respect to governmental plans; and (z) the assets of Borrower do not constitute “plan assets” within the meaning of 29 C.F.R §2510.3-101, as modified by Section 3(42) of ERISA..

Section 4.34 Patriot Act Compliance .

(a) Borrower will use its good faith and commercially reasonable efforts to comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower and/or the Property, including those relating to money laundering and terrorism. Lender shall have the right to audit Borrower’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower and/or the Property, including those relating to money laundering and terrorism. In the event that Borrower fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause Borrower to comply therewith and any and all reasonable out-of-pocket costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgage and the other Loan Documents and shall be immediately due and payable.

(b) At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Guarantor shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under United States law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law (each, an “ Embargoed Person ”), or the Loan made by Lender would be in violation of law, (b) no Embargoed Person shall have any interest of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law, and (c) none of the funds of Borrower or Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law. The foregoing shall not be deemed to apply to owners of shares of common stock in any indirect owner of

Borrower or Guarantor whose shares are listed on a publicly traded exchange and acquired such shares through such exchange.

Section 4.35 350 S. Figueroa Property Documents.

(a) Borrower shall promptly and faithfully observe, perform and comply with all of the terms, covenants and provisions of the 350 S. Figueroa Property Documents to be performed or complied with by 350 S. Figueroa Borrower. Borrower shall furnish to Lender such information and such other evidence as Lender may reasonably request from time to time concerning 350 S. Figueroa Borrower’s due observance, performance and compliance with the terms, covenants and provisions of the 350 S. Figueroa Property Documents.

(b) Borrower shall, in a commercially reasonable manner, enforce the obligations of the other parties under the 350 S. Figueroa Property Documents (including self-help rights) to the end that Borrower may enjoy all the rights and privileges granted to 350 S. Figueroa Borrower under the 350 S. Figueroa Property Documents.

(c) Borrower shall promptly send (or cause to be sent) to Lender a copy of (i) any notice received or sent by Borrower alleging any default by 350 S. Figueroa Borrower or any other Person under, or noncompliance with, any of the 350 S. Figueroa Property Documents and, in the case of any such default or alleged default by 350 S. Figueroa Borrower, do all such acts and undertake all reasonable such steps and institute all such proceedings as shall be reasonably necessary to cure or avert such default and (ii) any responses, demands or further notice received or sent by Borrower in regard to any of the foregoing matters. Borrower shall promptly notify Lender in writing of the initiation of any litigation, arbitration or other proceeding (other than slip and fall claims and similar personal injury claims covered by insurance) under or in connection with the 350 S. Figueroa Property Documents and shall enforce its rights under the 350 S. Figueroa Property Documents in a commercially reasonable manner.

(d) Without Lender’s prior written consent, Borrower shall not consent, agree or vote to amend, modify or supplement, any of the 350 S. Figueroa Property Documents in any material respect or surrender, terminate or cancel any of the 350 S. Figueroa Property Documents.

(e) Borrower shall not, without the prior written consent of Lender, consent to, vote on or take any action whatsoever respecting: (i) any adverse change in the nature or decrease in the amount of any insurance covering Borrower’s interest in the 350 S. Figueroa Property Building; (ii) the disposition of any excess insurance proceeds or Award; or (iii) the selection or appointment of a “Trustee” pursuant to Article II, Section 4 of the 350 S. Figueroa Property REA. Following the occurrence and during the continuance of an Event of Default, Borrower shall not exercise any voting, consent or approval rights, grant any approvals or otherwise take any actions under the 350 S. Figueroa Property Documents, without the prior written consent of Lender.

(f) Upon the occurrence and during the continuance of a default by 350 S. Figueroa Borrower under any of the 350 S. Figueroa Property Documents, in addition to any cure rights or other rights or remedies granted to Lender under the any of the 350 S. Figueroa Property Documents, the Loan Documents or otherwise, Lender may (but shall not be obligated

to), in its sole discretion, cause such default by 350 S. Figueroa Borrower to be remedied and otherwise take or perform such other actions as Lender may deem necessary or desirable in connection therewith. Borrower shall, on demand, reimburse Lender for all out-of-pocket advances made and expenses incurred by Lender in curing any such default (including, without limitation, reasonable attorneys’ fees), together with interest thereon at the Default Rate from the date expended by Lender to the date repaid in full to Lender.

(g) Borrower will not agree to the designation of an insurance trustee (or similar escrow agent or custodian for any Net Proceeds) under the 350 S. Figueroa Property Documents without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 4.36 Required Repairs . Borrower shall perform the repairs and other work at the Property as set forth on Schedule VI (such repairs and other work hereinafter referred to as “ Required Repairs ”) and shall complete each of the Required Repairs on or before November 11, 2016, which may be extended at Lender’s option if diligently pursued.

ARTICLE 5

INSURANCE, CASUALTY AND CONDEMNATION

Section 5.1 Insurance .

5.1.1 Insurance Policies .

(a) Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and each Individual Property providing at least the following coverages:

undamaged portion of the building (with a limit equal to replacement cost), the cost of demolition and the increased costs of construction, each in amounts as reasonably required by Lender. In addition, Borrower shall obtain: (y) if any portion of the Improvements or Personal Property at the applicable Individual Property is currently or at any time in the future located in a federally designated "special flood hazard area" (“ SFHA ”), flood hazard insurance for all such Improvements and Personal Property located in the SFHA in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance 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 each may be amended or such greater amount as Lender shall reasonably require; and (z) if the Individual Property is located within seismic zone 3 or 4, earthquake insurance in amounts and in form and substance satisfactory to Lender (provided that, in the event earthquake coverage is provided pursuant to a blanket policy, such earthquake coverage shall be in amount not less than one hundred percent (100%) of the 90 ^th percentile annual aggregate gross loss estimates as indicated in a portfolio seismic risk analysis for the 475-year return period for all high risk locations insured by such coverage (such analysis to be approved by Lender and secured by the applicable Borrower utilizing the most current RMS or SeismiCat software, or their equivalent); provided that such insurance pursuant to clauses (y) and (z) shall be on terms consistent with the all risk insurance policy required under this subsection (i);

(ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the applicable Individual 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 until 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;

(iii) rental income and/or business income insurance (A) with loss payable to Lender; provided, that, all proceeds paid to Lender pursuant to this subsection shall be held by Lender and applied in accordance with Section 5.4 hereof; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above, subsections (vi) and (ix) below and Section 5.1.1(g) below; and (C) in an amount equal to one hundred percent (100%) of the projected gross income from the applicable Individual Property (assuming such Casualty had not occurred) for a period of twenty-four (24) months from the date of such Casualty, plus an extended period of indemnity of 365 days covering the applicable Individual Property from the date that the applicable Individual Property is repaired or replaced and operations are resumed and notwithstanding that the policy may expire prior to the end of such period;

(A) commercial general liability and umbrella liability insurance covering claims related to the construction, repairs or alterations being made which are not covered by or under the terms or provisions of the commercial general liability and umbrella liability insurance policies required herein this Section 5.1.1(a) ; and (B) the insurance provided for in subsection (i) above written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to subsection (i) above, (3) including permission to occupy the applicable Individual Property, and (4) with an agreed amount endorsement waiving co-insurance provisions;

(v) if the applicable Individual Property includes commercial property, Workers’ Compensation insurance with respect to any employees of Borrower, as required by any Governmental Authority or Legal Requirement;

(vi) boiler and machinery/equipment breakdown insurance in amounts as shall be reasonably required by Lender with limits of not less than Twenty Million and No/100 Dollars ($20,000,000.00) on terms consistent with the commercial property insurance policy required under subsection (i) and (iii) above;

(vii) umbrella and/or excess liability insurance in an amount not less than One Hundred Million and No/100 Dollars ($100,000,000.00) per occurrence on terms consistent with the commercial general liability insurance policy required under subsection (ii) above;

(viii) 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);

available with funds equal to the Terrorism Premium Cap; provided that, if the Insurance Premiums payable with respect to such terrorism coverage exceeds the Terrorism Premium Cap, Lender may, at its option purchase such stand-alone terrorism Policy, with Borrower paying such portion of the Insurance Premiums with respect thereto equal to the Terrorism Premium Cap and Lender paying such portion of the Insurance Premiums in excess of the Terrorism Premium Cap For so long as TRIPRA (A) remains in full force and effect and (B) continues to cover both foreign and domestic acts of terror, Lender shall accept terrorism insurance for Certified Acts of Terrorism (as such terms are defined in TRIPRA). Notwithstanding anything to the contrary contained in Section 5.1.1(b), with respect to insurance required to be maintained by Borrower pursuant to Section 5.1.1(a) 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 $1,000,000 plus that deductible as calculated pursuant to TRIPRA, (ii) other than the $1,000,000 deductible, the portion of such insurance which is not reinsured by TRIPRA, Borrower must provide reinsurance with a cut-through endorsement, in each case acceptable to Lender and Rating Agencies, from an insurance carrier rated no less than "A" by S&P and Moody’s (to the extent Moody’s is rating the Securities and rates the applicable insurance company), (iii) TRIPRA or a similar United States Federal Government backstop is in effect for an amount equal to the Applicable Federal Backstop Percentage (as defined below) of such terrorism coverage, as defined in TRIPRA. As used herein, the “ Applicable Federal Backstop Percentage ” shall mean the then applicable federal share of compensation for insured losses of an insurer under TRIPRA (which is currently 84% and subject to annual 1% decreases beginning in 2016 until such percentage equals 80%), (iv) Liberty is not the subject of a bankruptcy or similar insolvency proceeding and (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. In the event that Liberty is providing insurance coverage (A) to other properties immediately adjacent to the applicable Individual 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 of this Section, 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 perils of terrorism and acts of terrorism. To the extent that insurance pursuant to this Section 5.1.1(ix) is maintained pursuant to an Acceptable Blanket Policy, if such Acceptable Blanket Policy covers more than one property within a one thousand foot radius of the applicable Individual Property (the “ Radius ”), the limits of any such Acceptable Blanket Policy shall be adequate to maintain the coverage set forth in this Section 5.1.1(ix) for such Individual Property as well as each property within the Radius that is covered by such blanket policy calculated on a total insured value basis, to the extent such coverage is commercially available.

(x) upon sixty (60) days’ written notice, such other reasonable insurance and in such reasonable amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the applicable Individual Property and located in the vicinity of the applicable Individual Property.

(b) All insurance provided for in Section 5.1.1(a) shall be obtained under valid and enforceable policies (collectively, the “ Policies ”) and shall be issued by financially sound and responsible insurance companies authorized or licensed to do business in the state in which the Property is located and having a claims paying ability rating with the issuing companies of (i) “A” or better by S&P and “A2” by Moody’s, to the extent Moody’s is rating the Securities and rates the applicable insurance company (provided, however for multi-layered policies, (A) if more than one (1) but fewer than five (5) insurance companies issue the Policies, then at least 75% of the required insurance coverage represented by the Policies must be provided by insurance companies with a claims paying ability rating of “A” or better by S&P and “A2” by Moody’s, to the extent Moody’s is rating the Securities and rates the applicable insurance company, with no remaining carrier below “BBB” by S&P and “Baa2” by Moody’s, to the extent Moody’s is rating the Securities and rates the applicable insurance company or (B) if five (5) or more insurance companies issue the Policies, then at least sixty percent (60%) of the insurance coverage represented by the Policies must be provided by insurance companies with a claims paying ability rating of “A” or better by S&P and “A2” by Moody’s, to the extent Moody’s is rating the Securities and rates the applicable insurance company, with no remaining carrier below “BBB” by S&P and “Baa2” by Moody’s, to the extent Moody’s is rating the Securities and rates the applicable insurance company) and (ii) “A- VIII” or better by AM Best. Notwithstanding the foregoing, (A) Borrower shall be permitted to utilize Royal & Sun Alliance Insurance Company of Canada (“ R&S Canada ”), in its current participation amounts and position within the syndicate provided that R&S Canada maintains a rating of “A” or better with S&P, and (B) Borrower shall be permitted to maintain the property coverage in place as of the Closing Date with the existing insurance companies in their current participation amounts and positions within the syndicate that do not maintain the S&P rating required above; provided that (1) the current ratings of such insurers are not withdrawn or downgraded below the date hereof and (2) at renewal of the current policy term on October 31, 2016, Borrower shall replace all such insurers with insurance companies meeting the S&P and AM Best rating requirements set forth hereinabove. Moreover, if Borrower desires to maintain insurance required hereunder from an insurance company which does not meet the claims paying ability rating set forth herein but the parent of such insurance company maintains such ratings, Borrower may use such insurance companies if the applicable Rating Agencies have provided a Rating Agency Confirmation with respect to such (such Rating Agency Confirmation may be conditioned on items required by the Ratings Agencies including a requirement that the parent guarantee the obligations of such insurance companies).

(c) All Policies provided for or contemplated by Section 5.1.1(a) shall name Borrower as a named insured and, with respect to Policies of liability insurance, except for the Policy referenced in Section 5.1.1(a)(v) , shall include Lender and its successors and/or assigns as an additional insured, as its interests may appear, and in the case of Policies of property insurance, including but not limited to special form/all-risk, boiler and machinery, terrorism, windstorm, flood and earthquake insurance, shall contain a standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender unless below the threshold for Borrower to handle such claim without Lender intervention as provided in Section 5.2 below. Additionally, if Borrower obtains property insurance coverage in addition to or in excess of that required by Section 5.1.1(a)(i) for the Individual Property, then such insurance policies shall also contain a standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

(d) All Policies provided for in this Section 5.1 shall contain clauses or endorsements to the effect that:

(i) with respect to the Policies of property insurance, 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, or foreclosure or similar action, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned and (2) the Policies shall not be cancelled without at least 30 days’ written notice to Lender, except ten (10) days’ notice for non-payment of premium;

(ii) with respect to all Policies of liability insurance, if obtainable by Borrower using commercially reasonable efforts, contain clauses or endorsements to the effect that, (1) the Policy shall not be canceled without at least thirty (30) days’ written notice to Lender and any other party included therein as an additional insured (other than in the case of non-payment in which case only ten days prior notice, or the shortest time allowed by applicable Legal Requirement (whichever is longer), will be required) and shall not be materially changed (other than to increase the coverage provided thereby) without such a thirty (30) day notice and (2) the issuers thereof shall give notice to Lender if the issuers elect not to renew such Policies prior to its expiration. If the issuers cannot or will not provide notice, Borrower shall be obligated to provide such notice; and

(iii) not contain any clause or provision that would make Lender liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(e) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, with prior written notice to Borrower, to take such action as Lender deems necessary to protect its interest in any Individual Property, including the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and until paid shall be secured by the Mortgage and shall bear interest at the Default Rate.

(f) In the event of foreclosure of the Mortgage or other transfer of title to the Property in extinguishment in whole or in part of the Obligations, all right, title and interest of Borrower in and to the Policies then in force concerning any Individual Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.

(g) The property insurance, commercial general liability, umbrella liability insurance and rental income and/or business interruption insurance required under Sections 5.1.1(a)(i) , (ii), (iii) and (vii) above shall cover perils of terrorism and acts of terrorism and Borrower shall maintain property insurance, commercial general liability, umbrella liability insurance and rental income and/or business interruption insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under Sections 5.1.1(a)(i) , (ii) , (iii) and (vii) above at all times during the term of the Loan.

(h) Any blanket insurance Policy shall otherwise provide the same protection as would a separate Policy insuring only the applicable Individual Property in compliance with the provisions of Section 5.1.1(a) and is otherwise acceptable to Lender (any such blanket policy, an “ Acceptable Blanket Policy ”).

5.1.2 Insurance Company . All Policies required pursuant to Section 5.1.1 (i) shall, with respect to all property insurance policies and rental income and/or business interruption insurance policies, contain a Standard Mortgagee Clause and a Lender’s Loss Payable Endorsement, or their equivalents, including providing that Lender is the person to whom all payments made by such insurance company shall be paid; (ii) shall contain a waiver of subrogation against Lender; (iii) shall contain such provisions as Lender deems reasonably necessary to protect its interest including endorsements providing (A) that neither Borrower, Lender nor any other party shall be a co-insurer under said Policies and (B) except as otherwise specified herein, for a deductible per loss of an amount not more than that which is customarily maintained by prudent owners of properties with a standard of operation and maintenance comparable to and in the general vicinity of the applicable Individual Property, but in no event in excess of an amount reasonably acceptable to Lender. Certificates of insurance shall be delivered to Lender, c/o Deutsche Bank AG, New York Branch, 60 Wall Street, 10th Floor, New York, NY 10005, Attn: Karen Bernsohn, on the date hereof with respect to the current Policies and within fifteen (15) Business Days after the effective date thereof with respect to all renewal Policies. Borrower shall (i) cause the payment of the premiums with respect to the Policies (the “ Insurance Premiums ”) to be timely paid as the same become due and payable and (ii) prior to expiration shall furnish to Lender, upon Lender’s written demand, evidence of the renewal of each of the Policies reasonably satisfactory to Lender, and (iii) furnish to Lender receipts for the timely payment of the Insurance Premiums or other evidence of such payment reasonably satisfactory to Lender (provided, however, that Borrower shall not be required to pay such Insurance Premiums nor furnish such evidence of payment to Lender in the event that the amounts required to pay such Insurance Premiums have been deposited into the Insurance Account pursuant to Section 6.4 hereof). If Borrower does not furnish evidence of the renewal of such Policies prior to expiration, upon Lender’s written demand for such evidence then Lender may, but shall not be obligated to, procure such insurance and Borrower shall reimburse Lender for the cost of such Insurance Premiums promptly on demand, with interest accruing at the Default Rate from the date expended. In addition, (i) after the occurrence of a Casualty or (ii) if requested by a Rating Agency, Borrower shall make the redacted Policies available for review by Lender, such Rating Agency or their respective representatives, upon reasonable prior notice at Borrower’s address set forth in Section 10.6 hereof. Notwithstanding the terms of the first sentence of this subsection, proceeds paid to Lender pursuant to this Section 5.1.2 shall be held by Lender and applied in accordance with the provisions of Section 5.4 .

any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than five percent (5%) of the Outstanding Principal Balance and Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such participation. If the cost of Restoration is reasonably expected to be in excess of the Casualty Threshold, any Insurance Proceeds in connection with such a Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. In the event Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Borrower shall immediately endorse, and cause all such third parties to endorse, such check payable to Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to Lender. The expenses incurred by Lender in the adjustment and collection of Insurance Proceeds shall become part of the Obligations, shall be secured by the Loan Documents and shall be reimbursed by Borrower to Lender upon demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Section 5.3 Condemnation . Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of all or any portion of any Individual Property and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of reasonable out-of-pocket expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 5.4 , whether or not an Award is available. If the applicable Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 5.4 Restoration . The following provisions shall apply in connection with the Restoration:

(a) If (i) the Net Proceeds and the cost of completing the Restoration shall each be less than the Casualty Threshold and (ii) no Event of Default has occurred and is continuing, the Net Proceeds shall be retained by Borrower and Borrower shall promptly

commence and complete with due diligence the Restoration in accordance with the terms of this Agreement.

(b) If the Net Proceeds or the cost of completing the Restoration are equal to or greater than the Casualty Threshold, the Net Proceeds will be held by Lender and Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 5.4 . The term “ Net Proceeds ” shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 5.1.1 (a)(i), (iv), and (vi) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“ Insurance Proceeds ”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“ Condemnation Proceeds ”), whichever the case may be.

(i) The Net Proceeds shall be made available to Borrower for Restoration upon the determination of Lender, in its reasonable discretion, that the following conditions are met:

(A) no Event of Default shall have occurred and be continuing;

(B) (1) in the event the Net Proceeds are Insurance Proceeds, less than (x) thirty percent (30%) of the total floor area of the Improvements on the 555 W. Fifth Property or (y) thirty percent (30%) of the total floor area of the Improvements on the 350 S. Figueroa Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than (x) ten percent (10%) of the land constituting the 555 W. Fifth Property or (y) ten percent (10%) of the land constituting the 350 S. Figueroa Property is taken, and such land is located along the perimeter or periphery of such Individual Property, and no portion of the Improvements is located on such land;

(C) if the Casualty is with respect to the 555 W. Fifth Property, Leases demising in the aggregate a percentage amount equal to or greater than seventy-five percent (75%) of the total rentable space in the affected Individual Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration (other than Leases which expire by their terms) without abatement of rent beyond the time required for Restoration (unless covered by rent loss or business interruption insurance) notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be, and will make all necessary repairs and restorations thereto that are not being made by Borrower as part of the Restoration at their sole cost and expense;

(D) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever the case may be, occurs) and shall diligently pursue the same to satisfactory completion;

(E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the affected Individual Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 5.1.1(a)(iii) , if applicable, or (3) by other funds of Borrower;

(F) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) the date six (6) months prior to the Stated Maturity Date, (2) such time as may be required under applicable Legal Requirements or (3) prior to the expiration of the insurance coverage referred to in Section 5.1.1(a)(iii) ;

(G) the affected Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements;

(H) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements;

(I) such Casualty or Condemnation, as applicable, does not result in the loss of access to the Property or the related Improvements;

(J) after giving effect to the Restoration, the Restoration DSCR shall be equal to or greater than 1.9455:1.00 and the Combined Restoration DSCR shall be equal to or greater than 1.10:1.00;

(K) if the Net Proceeds are more than $1,000,000, Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Lender; and

(L) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s reasonable discretion to cover the cost of the Restoration.

(ii) The Net Proceeds shall be held by Lender in the Casualty and Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.4(b) , shall constitute additional security for the Debt and other obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the affected Individual Property which have not either been fully bonded

to the reasonable satisfaction of Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Lender by the title company issuing the Title Insurance Policy.

(iii) All plans and specifications required in connection with the Restoration shall be subject to the prior reasonable approval of Lender and an independent consulting engineer selected by Lender (the “ Casualty Consultant ”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the architect, engineer, general contractor and any construction manager engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the approval of Lender and the Casualty Consultant. All actual out of pocket third party costs and expenses incurred by Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower.

(iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “ Casualty Retainage ” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration and performing work or supplying materials constituting hard costs, (A) an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration until such time as certified by the Casualty Consultant to Lender that fifty percent (50%) of the required Restoration has been completed, (B) an amount equal to five percent (5%) of the costs actually incurred for work in place as part of the Restoration thereafter and (C) an amount equal to zero if a contractor has fully performed its work. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.4(b) , be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 5.4(b) and that all approvals necessary for the re-occupancy and use of the affected Individual Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence reasonably satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Lender that such contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of such contractor’s, subcontractor’s or materialman’s contract, (ii) the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and (iii) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Lender, the

release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

(v) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.

(vi) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “ Net Proceeds Deficiency ”) with Lender (for deposit into the Casualty and Condemnation Account) before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be deposited by Lender into the Casualty and Condemnation Account and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 5.4(b) shall constitute additional security for the Obligations.

(vii) Provided no Event of Default shall have occurred and be continuing, the excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 5.4(b) , and the receipt by Lender of evidence reasonably satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Lender (A) if any New Mezzanine Loan is then outstanding, to the New Mezzanine Loan Lender for application in accordance with the New Mezzanine Loan Documents, (B) if no New Mezzanine Loan is outstanding, but the Current Mezzanine Loan is then outstanding, to the Current Mezzanine Loan Lender for application in accordance with the Current Mezzanine Loan Documents and (C) if no Mezzanine Loan is outstanding, to Borrower.

(c) Notwithstanding anything to the contrary set forth in this Agreement, including the provisions of this Section 5.4 , if the Loan is included in a REMIC and, immediately following a release of any portion of the Lien of the Mortgage following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining affected Individual Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property is greater than 125% (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC; and which shall exclude the value of personal property or going concern value, if any), the Outstanding Principal Balance must be paid down by an amount equal to the least applicable “qualified amount” as that term is defined in the IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC as a result of the related release of such portion of the Lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the net Award or net Insurance Proceeds (as applicable), if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrower as otherwise expressly provided in this Section 5.4 .

(d) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be remitted to any Mezzanine Loan Lender or to be returned to Borrower as excess Net Proceeds pursuant to Section 5.4(b)(vii) may be retained and applied by Lender in accordance with Section 2.4.4 hereof toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve, in its discretion. Additionally, throughout the term of the Loan if an Event of Default is continuing, then Borrower shall pay to Lender, with respect to any payment of the Debt pursuant to this Section 5.4(d) , an additional amount equal to the Prepayment Fee and any applicable Liquidated Damages Amount; provided, however, that if an Event of Default is not continuing, then no Prepayment Fee or Liquidated Damages Amount shall be payable.

(e) Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance company makes a payment under a property or business or rental interruption insurance Policy that Borrower proposes be treated as business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) by the insurance company as to the purpose of such payment, as between Lender and Borrower, such payment shall not be treated as business or rental interruption Insurance Proceeds unless Borrower has demonstrated to Lender’s reasonable satisfaction that the remaining Net Proceeds that have been received from the property insurance companies, when added to estimated future Net Proceeds (as estimated by Lender in Lender’s sole and absolute discretion) are sufficient to pay 100% of the cost of the Restoration or, if such Net Proceeds are to be applied to repay the Obligations in accordance with the terms hereof, that such remaining Net Proceeds will be sufficient to satisfy the Obligations in full. To the extent any payment under a property or business or rental interruption insurance Policy is treated as business or rental interruption insurance in accordance with this paragraph (e), such funds shall be deposited into the Casualty and Condemnation Account. Provided that no Event of Default then exists, Insurance Proceeds treated as business or rental interruption insurance in accordance with this paragraph (e) (to the extent of available funds) shall be (A) first applied by Lender, on each Monthly Payment Date, to pay for Debt Service, deposits of Reserve Funds and payments of the Monthly Operating Expense Budgeted Amount and any Approved Extraordinary Operating Expenses actually incurred (collectively, the “ Approved Monthly BI Expenses ”) for such month pursuant to, and in the priorities set forth in, Section 6.13.1, and (B) second, to the extent that Lender determines that the amount of business or rental interruption Insurance Proceeds then remaining in the Casualty and Condemnation Account is sufficient to pay for all future Approved Monthly BI Expenses through the completion of the subject Restoration, disbursed by Lender to Borrower in an aggregate amount under this clause (B) not to exceed the Approved Monthly BI Expenses actually incurred by Borrower from the date of the applicable Casualty to the date of the first installment of business or rental interruption Insurance Proceeds advanced by the applicable insurance company (as evidenced by supporting documentation by Borrower that is acceptable to Lender). Provided no Trigger Period then exists, all remaining business or rental interruption insurance proceeds shall be disbursed to Borrower upon the completion of the subject Restoration and the recommencement of full unabated rent being paid by the Tenants under the Leases required to remain in place pursuant to Section 5.4(b)(i)(C).

(f) Notwithstanding anything to the contrary set forth in this Section 5.4 , in the case of a Casualty to the 350 S. Figueroa Property, if Borrower is required to deposit Net

Proceeds with an insurance trustee pursuant to the 350 S. Figueroa Property Documents then Lender will make Net Proceeds received by Lender available to Borrower for the deposit of such Net Proceeds with the insurance trustee in an amount equal to the lesser of (i) the amount of Net Proceeds required to be deposited under the 350 S. Figueroa Property Documents or (ii) the amount of Net Proceeds received by Lender in connection with the Casualty to the 350 S. Figueroa Property upon (A) Lender’s receipt of evidence reasonably acceptable to Lender that all other amounts required to be deposited with such insurance trustee have been deposited with the insurance trustee in accordance with the 350 S. Figueroa Property Documents, (B) Lender’s receipt of evidence reasonably acceptable to Lender that the funds deposited with such insurance trustee are sufficient to restore the 350 S. Figueroa Property and the other properties required to be restored under the 350 S. Figueroa Property Documents in connection with the Casualty and (C) Lender’s reasonable approval of a plan and budget for the restoration of the properties covered by the 350 S. Figueroa Property Documents that has been approved by the parties the 350 S. Figueroa Property Documents.

ARTICLE 6

CASH MANAGEMENT AND RESERVE FUNDS

Section 6.1 Cash Management Arrangements . Borrower shall cause all Gross Revenues to be transmitted directly by all Tenants of the Property into Accounts (each, a “ Clearing Account ”) established and maintained by each Individual Borrower at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “ Clearing Bank ”) as more fully described in the Clearing Account Agreements; provided, that, any Gross Revenues collected by an unaffiliated Parking Manager may be deposited monthly into the Clearing Account after the application of such funds in accordance with the applicable Parking Management Agreement. Without in any way limiting the foregoing, if Borrower, Manager or Parking Manager receives any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Manager or Parking Manager, and (iii) Borrower, Manager and Parking Manager shall deposit such amounts in a Clearing Account within two (2) Business Days of receipt; provided, that, prior to such deposit, an unaffiliated Parking Manager may apply the funds in accordance with the applicable Parking Management Agreement. Funds deposited into the Clearing Accounts shall be swept by the Clearing Bank on each Business Day into the Deposit Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account (and the Accounts) shall not be invested except in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “ Accounts ”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all usual and customary expenses of opening and maintaining all of the above accounts. Lender may change the Deposit Bank and the Deposit Account in connection with a Securitization or if the institution acting as Deposit Bank shall resign as such.

Section 6.2 WeWork Funds .

6.2.1 Deposits of WeWork Funds . On the Closing Date Borrower shall deposit with Lender an amount equal to $1,000,000 (the “ WeWork Funds ”) in connection with that certain Lease between 555 W. Fifth Borrower and WW 555 West 5th Street LLC, a New York limited liability company, as Tenant (“ WeWork ”), dated August 19, 2015 (the “ WeWork Lease ”).

6.2.2 Release of WeWork Funds . Provided no Event of Default is continuing, Lender shall direct Servicer to disburse the WeWork Funds upon the earlier to occur of the following: (i) if (A) Lender has not received a WeWork Confirmation in accordance with clause (ii) hereof and (B) Borrower has not received the monthly rent due and payable to Borrower under the WeWork Lease with respect to the preceding monthly payment period, then one-third (1/3 ^rd ) of the WeWork Funds shall be deposited into the Deposit Account on September 6, 2016 and October 6, 2016, with the remainder of the WeWork Funds deposited into the Deposit Account on November 6, 2016 or (ii) within ten (10) days after the delivery by Borrower to Lender of a request therefor, which request shall include (a) a written confirmation from WeWork that the rent commencement date under the WeWork Lease has occurred and (b) an Officer’s Certificate certifying, without qualification or condition, that the landlord construction obligations under the WeWork Lease have been completed in all material respects and the space demised under the WeWork Lease has been accepted by WeWork (subject, in each case, to punchlist items confirmed by Tenant not to be a basis for delay of rent commencement) (the requirements under clauses (a) and (b) hereof, collectively, a “ WeWork Confirmation ”).

Section 6.3 Tax Funds .

6.3.1 Deposits of Tax Funds . Borrower shall deposit with Lender (i) on the Closing Date, an amount equal to $2,822,545.00 and (ii) on each Monthly Payment Date, an amount equal to one-twelfth of the Real Estate Taxes that Lender estimates will be payable during the next ensuing twelve (12) months (initially, $564,509.00), in order to accumulate sufficient funds to pay all such Real Estate Taxes prior to their respective due dates, which amounts shall be transferred into an Account (the “ Tax Account ”). Amounts deposited from time to time into the Tax Account pursuant to this Section 6.3.1 are referred to herein as the “ Tax Funds ”. If at any time Lender reasonably determines that the Tax Funds will not be sufficient to pay the Real Estate Taxes, Lender shall notify Borrower of such determination and the monthly deposits for Real Estate Taxes shall be increased by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least ten (10) days prior to the respective due dates for the Real Estate Taxes; provided, that if Borrower receives written notice from Lender of any deficiency after the date that is ten (10) days prior to the date that Real Estate Taxes are due, Borrower will deposit with or on behalf of Lender such amount within three (3) Business Days after its receipt of such notice (provided that, if the Taxes will become delinquent in less than three (3) Business Days, Borrower will deposit the required amounts within one (1) Business Day).

6.3.2 Release of Tax Funds . Provided no Event of Default shall exist and remain uncured, Lender shall direct Servicer to apply Tax Funds in the Tax Account to payments of Real Estate Taxes. In making any payment relating to Real Estate Taxes, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Real Estate Taxes) without inquiry into the accuracy of such bill, statement or estimate or into the validity of any Tax, assessment, sale, forfeiture, Tax lien or title or claim thereof. If the amount of the Tax Funds shall exceed the amounts due for Real Estate Taxes and provided that no Trigger Period exists, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax Funds. Any Tax Funds

remaining in the Tax Account after the Obligations have been paid in full shall be returned to Borrower.

Section 6.4 Insurance Funds .

6.4.1 Deposits of Insurance Funds . During a Trigger Period, Borrower shall, subject to Section 6.13.1(ii) hereof, deposit with Lender on each Monthly Payment Date, equal monthly installments of an amount that shall, when added with all other monthly installment amounts to be deposited for Insurance Premiums, be sufficient to pay all Insurance Premiums that Lender reasonably estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof, in order to accumulate sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies, which amounts shall be transferred into an Account established at Deposit Bank to hold such funds (the “ Insurance Account ”). Amounts deposited from time to time into the Insurance Account pursuant to this Section 6.4.1 are referred to herein as the “ Insurance Funds ”. If at any time Lender reasonably determines that the Insurance Funds will not be sufficient to pay the Insurance Premiums, Lender shall notify Borrower in writing of such determination and the monthly deposits for Insurance Premiums shall be increased by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to expiration of the Policies.

6.4.2 Release of Insurance Funds . Provided no Event of Default shall exist and remain uncured, Lender shall direct Servicer to apply Insurance Funds in the Insurance Account to the timely payment of Insurance Premiums, provided Borrower shall furnish Lender with all bills, invoices and statements for the Insurance Premiums for which such funds are required at least ten (10) days prior to the date on which such charges first become payable. In making any payment relating to Insurance Premiums, Lender may do so according to any bill, statement or estimate procured from the insurer or its agent, without inquiry into the accuracy of such bill, statement or estimate. If the amount of the Insurance Funds shall exceed the amounts due for Insurance Premiums, Lender shall return any excess to Borrower or credit such excess against future payments to be made to the Insurance Funds. Any Insurance Funds remaining in the Insurance Account after the Obligations have been paid in full shall be returned to Borrower.

6.4.3 Acceptable Blanket Policy . Notwithstanding anything to the contrary contained in Section 6.4.1 , in the event that an Acceptable Blanket Policy is in effect with respect to the Policies required pursuant to Section 5.1 , deposits into the Insurance Account required for Insurance Premiums pursuant to Section 6.4.1 above shall be suspended to the extent that Insurance Premiums relate to such Acceptable Blanket Policy. As of the date hereof, an Acceptable Blanket Policy is in effect with respect to the Policies required as of the Closing Date pursuant to Section 5.1 .

Section 6.5 Capital Expenditure Funds .

6.5.1 Deposits of Capital Expenditure Funds . Borrower shall deposit with Lender (i) on the Closing Date, an amount equal to $71,744 and (ii) on each Monthly Payment Date, the amount of $35,872.00, for annual Capital Expenditures, which amounts shall be transferred into an Account (the “ Capital Expenditure Account ”). Amounts deposited from time to time into the Capital Expenditure Account pursuant to this Section 6.5.1 are referred to herein as the “ Capital Expenditure Funds ”.

6.5.2 Release of Capital Expenditure Funds . Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Capital Expenditure Funds to Borrower out of the Capital Expenditure Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Capital Expenditure Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made) provided that: (i) such disbursement is for an Approved Capital Expenditure; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Capital Expenditures, and a description thereof, (2) stating that all Approved Capital Expenditures to be funded by the requested disbursement have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) stating that the Approved Capital Expenditures (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, (4) stating that all previous disbursements of Capital Expenditure Funds have been used to pay the previously identified Approved Capital Expenditures, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full with respect to such Approved Capital Expenditures, (B) for disbursements over $500,000 copies of appropriate lien waivers, conditional lien waivers, or other evidence of payment reasonably satisfactory to Lender, (C) at Lender’s option, with respect to any disbursement in excess of $250,000, a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances), and (D) such other evidence as Lender shall reasonably request to demonstrate that the Approved Capital Expenditures to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid upon such disbursement to Borrower) and (iii) if such disbursement request is for $1,000,000 or more, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expenditure.

Section 6.6 Rollover Funds.

6.6.1 Deposits of Rollover Funds.

(a) Borrower shall deposit with Lender (i) on the Closing Date, an amount equal to $343,082 and (ii) on each Monthly Payment Date the sum of $171,541.00, for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred into an Account (the “ Rollover Account ”). Amounts deposited from time to time into the Rollover Account pursuant to this Section 6.6.1 are referred to herein as the “ Rollover Funds ”.

(b) In addition to the required monthly deposits set forth in subsection (a) above, all sums paid with respect to (i) a modification of any Lease or otherwise paid in connection with Borrower taking any action under any Lease (e.g., granting a consent) or waiving any provision thereof (other than reimbursement for legal or other review costs actually incurred by Borrower), (ii) any settlement of claims of Borrower against third parties in

connection with any Lease, except for amounts reimbursing Borrower for actual out-of-pocket costs or losses or (iii) any rejection, termination, surrender or cancellation of any Lease (including in any bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions) (collectively, “ Lease Termination Payments ”) shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in Section 6.6.2 below, and Borrower shall advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement.

6.6.2 Release of Rollover Funds . Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Rollover Funds to Borrower out of the Rollover Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 provided that: (i) such disbursement is for an Approved Leasing Expense; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the applicable Individual Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (4) stating that the Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, and (5) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, (B) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (C) with respect to any disbursement in excess of $500,000, copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to Lender, and (D) at Lender’s option with respect to a disbursement in excess of $250,000, a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances).

Section 6.7 Outstanding Rollover Funds .

6.7.1 Deposit of Outstanding Rollover Funds . On the Closing Date, Borrower shall either (i) deposit with or on behalf of Lender $20,690,505.94 (the “ Outstanding Rollover Deposit ”) on account of outstanding Approved Leasing Expenses with respect to the Leases set forth on Schedule VIII (the “Outstanding Approved Leasing Expense ”), which Outstanding Rollover Deposit shall be transferred by Deposit Bank into an Account (the “ Outstanding Rollover Account ”) or (ii) deliver to Lender a Letter of Credit in the amount of the Outstanding Rollover Deposit. Amounts deposited into the Outstanding Rollover Account pursuant to this Section 6.7.1 resulting from the Outstanding Rollover Deposit are referred to herein as the “ Outstanding Rollover Funds ”.

6.7.2 Release of Outstanding Rollover Funds . Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Outstanding Rollover Funds to Borrower out of the Outstanding Rollover Account, within ten (10) days after the delivery by Borrower to

Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 provided that: (i) such disbursement is for an Outstanding Approved Leasing Expense in the amounts more particularly set forth on Schedule VIII ; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Outstanding Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the applicable Individual Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (4) stating that the Outstanding Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, and (5) stating that all previous disbursements of Outstanding Rollover Funds have been used to pay the previously identified Outstanding Approved Leasing Expenses, (B) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (C) with respect to any disbursement in excess of $500,000, copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to Lender, and (D) at Lender’s option with respect to a disbursement in excess of $250,000, a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances).

6.7.3 Letter of Credit . If Borrower has delivered to Lender a Letter of Credit in lieu of depositing the Outstanding Rollover Deposit, Borrower shall be responsible for paying directly all Outstanding Approved Leasing Expense subject to and in accordance with this Agreement. If Borrower fails to provide evidence reasonably satisfactory to Lender that the Outstanding Approved Leasing Expense have been performed and paid in accordance with and subject to the terms of this Agreement, Lender shall have the right without prior notice to Borrower to draw on the Letter of Credit in an amount sufficient to pay for such Outstanding Approved Leasing Expense.

Section 6.8 Free Rent Funds.

6.8.1 Deposit of Free Rent Funds . On the Closing Date Borrower shall either (i) deposit with or on behalf of Lender $4,478,325.30 (the “ Free Rent Deposit ”) to simulate the payment of Rent with respect to existing Leases with free rent and/or rent abatements, existing Leases in which the payment of rent has not yet commenced or fully commenced, and with respect to existing Leases for any discounts in rent as a result of increases in Real Estate Taxes, which Free Rent Deposit shall be transferred by Deposit Bank into an Account (the “ Free Rent Account ”) or (ii) deliver to Lender a Letter of Credit in the amount of the Free Rent Deposit. Amounts deposited into the Free Rent Account pursuant to this Section 6.8.1 resulting from the Free Rent Deposit are referred to herein as the “ Free Rent Funds ”.

6.8.2 Release of Free Rent Funds . On the Monthly Payment Dates identified on Schedule IX attached hereto, provided that no Event of Default has occurred and is continuing, the Free Rent Funds on deposit in the Free Rent Account equal to the correspondingly identified “Free Rent Amount” set forth with respect to such Monthly Payment Date on such Schedule IX

shall be deposited into the Deposit Account (each such deposit, a “ Monthly Free Rent Deposit Amount ”).

6.8.3 Letter of Credit . If Borrower has delivered to Lender a Letter of Credit in lieu of depositing the Free Rent Deposit (such Letter of Credit, the “ Free Rent Deposit Letter of Credit ”), upon the occurrence of a Trigger Period, Borrower shall deposit with Lender on or prior to the first Monthly Payment Date following the occurrence of such Trigger Period (the “ Trigger Period Deposit Amount Date ”) for deposit into the Free Rent Account an amount equal to the Free Rent Deposit, less an amount equal to the aggregate Monthly Free Rent Deposit Amounts with a disbursement date set forth on Schedule IX prior to the Trigger Period Deposit Amount Date (the “ Trigger Period Deposit Amount ”). Provided no Event of Default exists, upon receipt of the Trigger Period Deposit Amount, Lender shall promptly return the Free Rent Deposit Letter of Credit to Borrower.

Section 6.9 Casualty and Condemnation Account . Borrower shall pay, or cause to be paid, to Lender all Insurance Proceeds or Awards due to any Casualty or Condemnation in accordance with the provisions of Sections 5.2 and 5.3 , which amounts shall be transferred into an Account (the “ Casualty and Condemnation Account ”). Amounts deposited from time to time into the Casualty and Condemnation Account pursuant to this Section 6.9 are referred to herein as the “ Casualty and Condemnation Funds ”. All Casualty and Condemnation Funds shall be held, disbursed and/or applied in accordance with the provisions of Section 5.4 hereof.

Section 6.10 Cash Collateral Funds . If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Material Tenant Lease Sweep Period), all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “ Cash Collateral Account ”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.10 are referred to as the “ Cash Collateral Funds ”. So long as no Event of Default has occurred and is continuing, during a Trigger Period, Lender shall disburse Cash Collateral Funds to Borrower to fund any shortfalls in disbursements to Borrower on any Monthly Payment Date of amounts set forth in clauses (vii) and (viii) of Section 6.13.1 below, within ten (10) days after the delivery by Borrower to Lender of a request therefor. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, upon the termination of such Trigger Period (provided no subsequent Trigger Period has occurred), be deposited into Borrower’s operating account. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt or Obligations, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.

Section 6.11 Material Tenant Lease Sweep Funds.

6.11.1 Deposit of Material Tenant Lease Sweep Funds. On each Monthly Payment Date during a Material Tenant Lease Sweep Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “ Material Tenant Lease Sweep Account ”). Amounts deposited from time to time into the Material Tenant Lease Sweep Account shall collectively be referred to herein as the “ Material Tenant Lease Sweep Funds ”.

6.11.2 Release of Lease Sweep Funds.

(a) Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Material Tenant Lease Sweep Funds to Borrower out of the Material Tenant Lease Sweep Account, within ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 provided that: (i) such disbursement is for an Approved Leasing Expenses for the Material Tenant Lease Space; (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate from Borrower (1) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses for the Material Tenant Lease Space, and a description thereof, (2) stating that any tenant improvements at the 555 W. Fifth Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (3) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (4) stating that the Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, and (5) stating that all previous disbursements of Material Tenant Lease Sweep Funds have been used to pay the previously identified Approved Leasing Expenses, (B) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (C) with respect to any disbursement in excess of $500,000, copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to Lender, and (D) at Lender’s option with respect to a disbursement in excess of $250,000, a title search for the 555 W. Fifth Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances).

(b) Provided no Event of Default is continuing, funds on deposit in the Material Tenant Lease Sweep Account not previously applied or disbursed shall be disbursed (x) provided no Trigger Period is continuing, to Borrower or (y) if a Trigger Period is continuing, on the next occurring Monthly Payment Date in accordance with Section 6.13.1 , in each case, as follows:

(i) if the Material Tenant Lease Sweep Period for such Material Tenant Lease Space ceased as described by clause (ii)(b), (c) or (e)(1) of the definition of “Material Tenant Lease Sweep Period”, any such remaining Material Tenant Lease Sweep Funds will be disbursed once all Occupancy Conditions are satisfied, less (x) any Unpaid Landlord Obligations Amount, as determined by Lender, which amount will be retained in the Material Tenant Lease Sweep Account and will be periodically disbursed for Approved Leasing Expenses for the Material Tenant Lease Space in accordance with Section 6.11.2(a) or (y) any Remaining Rent Abatement Amount, as determined by Lender, which amount will be retained in the Material Tenant Lease Sweep Account and will be disbursed on each Monthly Payment Date in amounts sufficient to replicate full contractual rents under each applicable Lease in accordance with a schedule to be delivered to, and reasonably approved by, Lender; or

(ii) if the Material Tenant Lease Sweep Period for such Material Tenant Lease Sweep Space ceased as described by clause (ii)(a), (d) or (e)(2) of the definition of “Material Tenant Lease Sweep Period”, all remaining Material Tenant Lease

Sweep Funds applicable to the Material Tenant Lease Space in question will be disbursed once the applicable conditions described in clause (ii)(a), (d) or (e)(2) of the definition of “Material Tenant Lease Sweep Period” have been met.

Section 6.12 Prepaid Rent Reserve Funds.

6.12.1 Deposit of Prepaid Rent Reserve Funds . Borrower shall pay to Lender any Rent paid to Borrower under any Lease more than one (1) month in advance (the “ Prepaid Rent Reserve Deposit ”), which amounts shall be transferred by Lender into an Account (the “ Prepaid Rent Reserve Account ”). Amounts deposited from time to time into the Prepaid Rent Reserve Account pursuant to this Section 6.12 are referred to herein as the “ Prepaid Rent Reserve Funds ”. Borrower shall advise Lender at the time of receipt of any Prepaid Rent Reserve Additional Deposits so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such Prepaid Rent Reserve Additional Deposits in the Prepaid Rent Reserve Account.

6.12.2 Release of Prepaid Rent Reserve Funds . Provided no Event of Default is continuing, Lender shall disburse from the Prepaid Rent Reserve Account to the Deposit Account on each Monthly Payment Date, the amount reflecting the portion of the Prepaid Rent Reserve Deposit applicable to (and prepaid on account of) such month.

Section 6.13 Property Cash Flow Allocation .

6.13.1 Order of Priority of Funds in Deposit Account . Provided no Trigger Period has occurred and is continuing, on each Business Day all funds deposited in the Deposit Account (less any minimum deposit required by Deposit Bank) shall be disbursed to Borrower’s operating account (other than any funds constituting Prepaid Rent Reserve Additional Deposits, which shall be deposited into the Prepaid Rent Reserve Account and disbursed in accordance with Section 6.12 hereof). During any Trigger Period, on each Monthly Payment Date during the Term, except during the continuance of an Event of Default (and during the continuance of an Event of Default, at Lender’s option in its sole and absolute discretion), all funds deposited into the Deposit Account during the immediately preceding Interest Period (less any minimum deposit required by Deposit Bank) shall be applied on such Monthly Payment Date in the following order of priority:

(i) First, to the Tax Account, to make the required payments of Tax Funds as required under Section 6.3 ;

(ii) Second, to the Insurance Account, to make any required payments of Insurance Funds as required under Section 6.4 ;

(iii) Third, to Lender, funds sufficient to pay the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the Outstanding Principal Balance;

(iv) Fourth, to the Capital Expenditure Account, to make the required payments of Capital Expenditure Funds as required under Section 6.5 ;

(v) Fifth, to the Rollover Account, to make the required payments of Rollover Funds as required under Section 6.6 ;

(vi) Sixth, to Lender, of any other amounts then due and payable under the Loan Documents;

(vii) Seventh, to Borrower, funds in an amount equal to the Monthly Operating Expense Budgeted Amount;

(viii) Eighth, to Borrower, payments for Approved Extraordinary Operating Expenses, if any;

(ix) Ninth, to the Jams and Latham Lease Account, to make the required payment of Jams and Latham Lease Funds as required under Section 6.17 ;

(x) Tenth, if a New Mezzanine Loan (or any portion thereof) is outstanding, to the New Mezzanine Loan Account, funds sufficient to pay the New Mezzanine Loan Monthly Debt Service Payment due on such Monthly Payment Date as set forth in the New Mezzanine Loan Lender Payment Instruction;

(xi) Eleventh, provided Lender has not received notice from New Mezzanine Loan Lender that a New Mezzanine Loan Default exists which has not been revoked by a New Mezzanine Loan Default Revocation Notice, to the Current Mezzanine Loan Account, funds sufficient to pay the Current Mezzanine Loan Monthly Debt Service Payment due on such Monthly Payment Date as set forth in the Current Mezzanine Loan Lender Payment Instruction; and

(xii) Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (xi) above (the “ Available Cash ”):

(A) during a Material Tenant Lease Sweep Period (regardless of whether any other Trigger Period is continuing), to the Material Lease Sweep Account to be held and disbursed in accordance with Section 6.11 ; or

(B) provided no Material Tenant Lease Sweep Period is continuing, to the Cash Collateral Account to be held or disbursed in accordance with Section 6.10 .

6.13.2 Failure to Make Payments . The failure of Borrower to make all of the payments required under clauses (i) through (xi) of Section 6.13.1 in full on each Monthly Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Accounts shall not constitute an Event of Default.

6.13.3 Application After Event of Default . Notwithstanding anything to the contrary contained in this Article 6 , during the continuance of an Event of Default, Lender, at its option, may apply any Gross Revenue then in the possession of Lender, Servicer or Deposit Bank (including any Reserve Funds on deposit in any Cash Management Account) to the payment of the Debt in such order, proportion and priority as Lender may determine in its sole and absolute

discretion and/or draw on any Letter of Credit and apply the funds of such draw to the payment of the Debt in such order, proportion and priority as Lender may determine in its sole and absolute discretion. Lender’s right to withdraw and apply any of the foregoing funds and to draw on any such Letter of Credit shall be in addition to all other rights and remedies provided to Lender under the Loan Documents.

Section 6.14 Cure of Low Debt Service Period . In the event of the occurrence and continuance of a Trigger Period solely as a result of the occurrence and continuance of a Low Debt Service Period, Borrower shall be deemed to have cured such Low Debt Service Period upon satisfaction of the following conditions: (a) Borrower shall have delivered to Lender cash in an amount which, if applied to the Outstanding Principal Balance, would result in (x) a Combined Debt Service Coverage Ratio of at least 1.10:1.00 and (y) a Debt Service Coverage Ratio of at least 1.9455:1.00 (the “ Low Debt Service Period Threshold Collateral ”), and (b) no Trigger Period resulting from a separate event has occurred which has not been cured. The Low Debt Service Period Threshold Collateral shall be transferred by Lender into an Account (the “ Low Debt Service Period Threshold Collateral Account ”) to be held by Lender as cash collateral for the Debt. Notwithstanding anything to contrary contained in this Section 6.14 , in lieu of depositing the Low Debt Service Period Threshold Collateral with Lender, Borrower may deliver to Lender a Letter of Credit in the amount of the Low Debt Service Period Threshold Collateral (the “ Low Debt Service Period Threshold Letter of Credit ”). If the requirements of clauses (a) and (b) above are satisfied by Borrower, Borrower shall not be subject to Trigger Period as a result of a Low Debt Service Period until such time as the Low Debt Service Period Threshold Collateral if applied to the Outstanding Principal Balance or Low Debt Service Period Threshold Letter of Credit if drawn upon and applied to the Outstanding Principal Balance, as applicable, would not be sufficient to prevent the occurrence of a Low Debt Service Period. Following the termination of the Trigger Period (determined without consideration of the Low Debt Service Period Threshold Collateral or Low Debt Service Period Threshold Letter of Credit, as applicable) and provided no subsequent Trigger Period resulting from a separate event has occurred which has not been cured, Lender shall, at Borrower’s request, return to Borrower the Low Debt Service Period Threshold Collateral or Low Debt Service Period Threshold Letter of Credit, as applicable (to the extent not previously disbursed or applied by Lender in accordance with this Agreement and the other Loan Documents).

Section 6.15 Security Interest in Reserve Funds . As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Gross Revenue and in and to all payments to or monies held in the Clearing Accounts, the Deposit Account and Accounts created pursuant to this Agreement (collectively, the “ Cash Management Accounts ”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Gross Revenue to Lender or (ii) deposit of such Gross Revenue into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any Uniform Commercial Code financing statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash

Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues (x) on the funds in the Tax Account and the Insurance Account shall accrue for the benefit of Lender and shall be taxable to Borrower and (y) on the funds in the other Accounts shall accrue for the benefit of Borrower and shall be taxable to Borrower. Upon repayment in full of the Debt, all remaining funds in the Accounts, if any, shall be promptly (a) if a New Mezzanine Loan is outstanding, deposited in the New Mezzanine Loan Account, to be disbursed in accordance with the terms of the New Mezzanine Loan Documents, or (b) if no New Mezzanine Loan is outstanding or if the New Mezzanine Loan is to be simultaneously repaid in full with the Debt, deposited in the Current Mezzanine Loan Account, to be disbursed in accordance with the terms of the Current Mezzanine Loan Documents, or (c) if no New Mezzanine Loan or Current Mezzanine Loan is outstanding or if the New Mezzanine Loan and Current Mezzanine Loan are to be simultaneously repaid in full with the debt, disbursed to Borrower.

Section 6.16 Letters of Credit.

(a) The aggregate amount of all Letters of Credit and Alteration Deficiency Guaranties provided by Borrower pursuant to this Agreement, shall not exceed ten percent (10%) of the Outstanding Principal Balance, in each case to the extent outstanding at the time of determination.

(b) All Letters of Credit delivered to Lender in connection with this Loan shall be held as collateral and additional security for the payment of the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at its option, to draw on all or any portion of any such Letter of Credit and to apply such amount drawn to payment of the Debt in such order, proportion or priority as Lender may determine. Any such application to the Debt after an Event of Default shall be subject to Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto. On the Maturity Date, if the Debt has not otherwise been paid in full, any or all of such Letters of Credit may be applied to reduce the Debt.

(c) With respect to any Letter of Credit delivered to Lender in connection with this Loan, Borrower shall have no reimbursement obligations with respect to such Letter of Credit, which shall be a capital contribution to Borrower and shall be accompanied by the execution and delivery of a contribution agreement in the form attached hereto as Exhibit C . Borrower shall also pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Neither Borrower nor the applicant/obligor under the Letter of Credit shall be entitled to draw upon the Letter of Credit.

that it has renewed the Letter of Credit at least thirty (30) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least twenty (20) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (iii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided at least ten (10) Business Days prior to such termination); or (iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution and Borrower shall not have replaced such Letter of Credit with a Letter of Credit issued by an Eligible Institution within ten (10) Business Days after notice thereof. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in (i), (ii), (iii) or (iv) above and shall not be liable for any losses sustained by Borrower or applicable/obligor due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the applicable Letter of Credit.

Section 6.17 Jams and Latham Lease Funds.

6.17.1 Deposit of Jams Lease Funds . On each Monthly Payment Date Borrower shall deposit with or on behalf of Lender $14,150 (the “ J ams and Latham Lease Deposit ”) in order to accumulate sufficient funds to pay all free rent amounts under the Jams Lease and the Latham Lease, which Jams and Latham Lease Deposit shall be transferred by Deposit Bank into an Account (the “ Jams and Latham Lease Account ”). Amounts deposited into the Jams and Latham Lease Account pursuant to this Section 6.17 are referred to herein as the “ Jams and Latham Lease Funds ”. Borrower’s obligation to make the Jams and Latham Lease Deposit shall terminate upon Lender’s confirmation of the earlier to occur of (i) the Jams and Latham Lease Account containing $816,452.47 or (ii) the expiration of all free rent periods under the Jams Lease.

6.17.2 Release of Jams and Latham Lease Funds . On each Monthly Payment Date following a monthly free rent period under the Jams Lease and/or the Latham Lease, provided that no Event of Default has occurred and is continuing, the Jams and Latham Lease Funds on deposit in the Jams and Latham Lease Account shall be deposited into the Deposit Account in an amount equal to the amount of the free rent granted in the corresponding free rent period under the Jams Lease and/or the Latham Lease, as applicable.

Section 6.18 SCGC Lease Funds.

6.18.1 Deposit of SCGC Lease Funds . On the Closing Date Borrower shall deposit with or on behalf of Lender $220,760.00 (the “ SCGC Lease Deposit ”) in connection with certain abatements under the SCGC Lease relating to Proposition 13 of the California Constitution, which SCGC Lease Deposit shall be transferred by Deposit Bank into an Account (the “ S CGC Lease Account ”). Amounts deposited into the SCGC Lease Account pursuant to this Section 6.18.1 are referred to herein as the “ SCGC Lease Funds ”.

6.18.2 Release of Free Rent Funds . Provided that no Event of Default has occurred and is continuing, the following SCGC Lease Funds on deposit in the SCGC Lease Account shall be deposited into the Deposit Account: (i) on September 6, 2016: $73,586.66, (ii) on October 6, 2016: $73,586.67 and (iii) on November 6, 2016: $73,586.67.

ARTICLE 7

PERMITTED TRANSFERS

Section 7.1 Permitted Transfer of the Entire Property .

(a) No Transfer and Assumption (defined below) shall be permitted until the earlier of (x) a Securitization of the entire Loan or (y) the second (2 ^nd ) anniversary of the Closing Date and no (1) active marketing of the entire Property for sale, (2) entering into any agreement to sell the entire Property, (3) entering into any agreement to sell any direct or indirect interests in Borrower which, if sold, would result in one or more Brookfield Party (as defined below) not continuing, collectively, to Control Borrower and to own, in the aggregate, at least 10% of all legal, beneficial and equity interests (direct or indirect) in Borrower, (4) execution of a broker agreement to actively market the entire Property for sale or to actively market a direct or indirect interest in Borrower, the sale of which is prohibited in clause (3) above, or (5) public announcement with respect to any of the foregoing, shall be permitted, in each case, until the earlier of (x) a Securitization of the entire Loan, or (y) the six (6) month anniversary of the Closing Date. Notwithstanding the provisions of Section 4.2 , but subject to the immediately preceding sentence, Borrower shall have the right to convey the entire Property to a new borrower (the “ Transferee Borrower ”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “ Transfer and Assumption ”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b) .

(b) Transfer and Assumption shall be subject to the following conditions:

(i) Borrower has provided Lender with not less than thirty (30) days prior written notice of the anticipated date of the Transfer and Assumption;

(ii) on the date of the Transfer and Assumption, no Event of Default has occurred and is continuing;

(iii) Transferee Borrower shall be a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V ;

(iv) Transferee Borrower is either (A) a Qualified Equity Holder or at least 51% owned (directly or indirectly) and Controlled by a Qualified Equity Holder or (B) Controlled by a Person (1) who is a Qualified Transferee and (2) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in its sole discretion with a minimum ownership interest in the Transferee Borrower acceptable to Lender in its sole discretion;

(v) the Property shall be managed by (i) a Qualified Equity Holder or an Affiliate thereof which, in each case, satisfies the requirements of an Unaffiliated Qualified Manager, (ii) one or more Qualified Manager(s) or (iii) a property manager and parking manager, in each case, reasonably acceptable to Lender (it being understood that

a future Parking Manager and the Manager may, but are not required to be, the same Person);

(vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably acceptable to Lender;

(vii) each replacement guarantor and indemnitor is an Approved Replacement Guarantor;

(viii) (A) each Approved Replacement Guarantor shall deliver to Lender a guaranty of recourse obligations (in the same form as the Guaranty delivered to Lender by Guarantor on the date hereof) and (B) each Approved Replacement Guarantor shall deliver to Lender an environmental indemnity agreement (in the same form as the Environmental Indemnity delivered to Lender by Borrower on the date hereof), pursuant to which, in each case, the Approved Replacement Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and environmental indemnity agreement from and after the date of such Transfer and Assumption (whereupon the previous guarantor(s) shall be released from any further liability under the Guaranty and Environmental Indemnity for acts, events and/or circumstances that arise from and after the date of such Transfer and Assumption (provided, that such previous guarantor(s) shall remain liable under the Guaranty and Environmental Indemnity for acts, events and/or circumstances occurring prior to the Transfer and Assumption even if liability for such acts, events and/or circumstances are not discovered until after the date of the Transfer and Assumption) to the extent and as provided for in such Guaranty and Environmental Indemnity and such Approved Replacement Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement);

(ix) Transferee Borrower shall submit to Lender true, correct and complete copies of all documents reasonably requested by Lender concerning the organization and existence of Transferee Borrower and each Approved Replacement Guarantor;

(x) satisfactory Credit Checks shall have been received by Lender with respect to (A) each Approved Replacement Guarantor, (B) Transferee Borrower, (C) any Person that Controls Transferee Borrower or owns an equity interest in Borrower which equals or exceeds ten percent (10%) and (D) any other Person reasonably required by Lender in order for Lender to fulfill its then-current Patriot Act compliance guidelines;

(xi) Lender shall have received a Rating Agency Confirmation from each of the applicable Rating Agencies (if required pursuant to a pooling and servicing agreement entered into in connection with the Securitization of the Loan);

(xii) counsel to Transferee Borrower and each Approved Replacement Guarantor(s) shall deliver to Lender opinions from one or more nationally recognized law firms (or one or more reputable law firms reasonably approved by Lender) in form and substance reasonably satisfactory to Lender as to such matters as Lender shall reasonably require and as are customarily required in connection with similar transactions, which may include opinions as to substantially the same matters and were required in

connection with the origination of the Loan (including a new substantive non-consolidation opinion);

(xiii) Borrower shall cause to be delivered to Lender, an endorsement (relating to the change in the identity of the vestee and execution and delivery of the Transfer and Assumption documents) to the Title Insurance Policy (or a new title insurance policy) in form and substance acceptable to Lender, in Lender’s reasonable discretion;

(xiv) Transferee Borrower and/or Borrower, as the case may be, shall deliver to Lender, upon such conveyance, an aggregate transfer fee payable to Lender equal to $250,000;

(xv) if a New Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption has been consented to by the New Mezzanine Loan Lender to the extent such consent is required under the applicable Mezzanine Loan Documents and shall not otherwise constitute or cause a default under the New Mezzanine Loan;

(xvi) if the Current Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption has been consented to by the Current Mezzanine Loan Lender to the extent such consent is required under the applicable Mezzanine Loan Documents and shall not otherwise constitute or cause a default under the Current Mezzanine Loan; and

(xvii) Borrower shall pay all of Lender’s reasonable out-of-pocket third party costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated out-of-pocket third party costs and expenses in evaluating any such request for consent.

Section 7.2 Permitted Transfers . Notwithstanding anything to the contrary contained in Section 4.2 , the following Transfers shall be deemed to be permitted without the consent of Lender, but subject to satisfaction of the conditions set forth in this Section 7.2 (herein, the “ Permitted Transfers ”):

(a) a Lease entered into in accordance with the Loan Documents;

(b) a Transfer and Assumption in accordance with Section 7.1 ;

(d) the transfer of publicly traded shares in any indirect equity owner of Borrower on a nationally recognized stock exchange;

(e) a pledge of the direct or indirect interests in Borrower in connection with the Current Mezzanine Loan and any New Mezzanine Loan and the foreclosure of any Mezzanine Loan in accordance with the Mezzanine Loan Documents;

(f) the Transfer of direct and/or indirect interests in Borrower to Current Mezzanine Loan Lender in accordance with the Mezzanine Loan Documents; provided, that, an assignment-in-lieu of foreclosure with respect to any Mezzanine Loan shall not be deemed to be a Permitted Transfer unless, as a condition to and in connection with such assignment-in-lieu of foreclosure, one or more Approved Replacement Guarantors shall execute and deliver a guaranty of recourse obligations (in the same form as the Guaranty to Lender by Guarantor on the date hereof) and an environmental indemnity agreement (in the same form as the Environmental Indemnity delivered to Lender by Guarantor on the date hereof) on or before the date of such assignment-in-lieu of foreclosure, in which case, such assignment-in-lieu shall be deemed to be a Permitted Transfer;

(g) the Transfer of direct and/or indirect interests in Borrower to a New Mezzanine Loan Lender in accordance with the terms and provisions of the Intercreditor Agreement;

(h) any other Transfer (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest) of a direct or indirect interest in Borrower, provided that:

(i) no Event of Default shall then exist;

(ii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity;

(iii) if such Transfer would result in the transferee, together with its Affiliates, acquiring ten percent (10%) or more of the direct or indirect equity interest in any Individual Borrower and such transferee did not own at least ten percent (10%) of the direct or indirect equity interests in such Individual Borrower prior to such Transfer, then (A) such transferee shall be a Qualified Transferee, (B) Borrower shall provide to Lender not less than ten (10) Business Days prior written notice thereof, (C) Borrower shall have delivered (or caused to be delivered) to Lender (and Borrower shall be responsible for any reasonable out of pocket costs and expenses in connection therewith), a Credit Check with respect to such transferee and shall have delivered to Lender such information with respect to such transferee and its Affiliates as is reasonably necessary for Lender to conduct such Credit Check, and such Credit Check shall be reasonably acceptable to Lender, and (D) such Transfer shall be conditioned upon Borrower’s ability to, after giving effect to such Transfer, remake the representations set forth in Sections 3.1.8 and 3.1.42 hereof and continue to comply with the covenants set forth in Sections 4.33 and 4.34 hereof;

(iv) after giving effect to such Transfer (A) BPY and/or BAM (each, a “ Brookfield Party ”) shall continue to Control Borrower and own, in the aggregate, at least ten percent (10%) of all legal, beneficial and equity interests (direct or indirect) in Borrower, (B) a Brookfield Party shall continue to Control Guarantor and own at least twenty percent (20%) of all legal, beneficial and equity interests (direct or indirect) in Guarantor, (C) Guarantor shall continue to Control Borrower and own at least ten percent (10%) of all legal, beneficial and equity interest (direct or indirect) in Borrower, and (D) at least fifty-one percent (51%) of all equity interests in Borrower are owned (directly or indirectly) by a Brookfield Party and/or one or more Qualified Equity Holders;

(v) the Property shall continue to be managed by one or more Qualified Manager(s) or by a property manager and a parking manager, in each case, reasonably acceptable to Lender and acceptable to the applicable Rating Agencies, which shall control the day-to-day operations at the Property; and

(vi) if any such Transfer shall result in any Person (together with its Affiliates) acquiring more than 49% of the direct or indirect interest in any Individual Borrower and such Person (together with its Affiliates) did not own more than 49% of the direct or indirect interest in such Individual Borrower on the Closing Date, Borrower shall have delivered to Lender a new substantive non‑consolidation opinion from a nationally recognized law firm (or a reputable law firm reasonably approved by Lender) in form and substance satisfactory to Lender and to the applicable Rating Agencies.

(i) a pledge of any direct or indirect minority, non-controlling interest in Guarantor that in each case do not (when aggregated with any other such pledges) result in more than 10% of the direct and indirect interests in Guarantor being pledged, provided, that:

(i) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity;

(ii) after giving effect to the exercise of any remedies available under such pledge, (A) one or more Brookfield Parties shall continue to Control Borrower and own, in the aggregate, at least ten percent (10%) of all legal, beneficial and equity interests (direct or indirect) in Borrower, (B) a Brookfield Party shall continue to Control Guarantor and own at least twenty percent (20%) of all legal, beneficial and equity interests (direct or indirect) in Guarantor, (C) Guarantor shall continue to Control Borrower and own at least ten percent (10%) of all legal, beneficial and equity interest (direct or indirect) in Borrower, and (D) at least fifty-one percent (51%) of all equity interests in Borrower are owned (directly or indirectly) by a Brookfield Party and/or one or more Qualified Equity Holders;

(iii) if the exercise of any remedies available under such pledge would result in the transferee, together with its Affiliates, acquiring ten percent (10%) or more of the direct or indirect equity interest in any Individual Borrower and such transferee did not own at least ten percent (10%) of the direct or indirect equity interests in such Individual Borrower prior to such Transfer, then (A) such transferee shall be a Qualified Transferee, (B) Borrower shall provide to Lender not less than ten (10) Business Days prior written notice thereof, (C) Borrower shall have delivered to Lender (and Borrower shall be responsible for any reasonable out of pocket costs and expenses in connection therewith), a Credit Check with respect to such transferee (or shall have delivered to Lender such information with respect to such transferee and its Affiliates as is reasonably necessary for Lender to conduct such Credit Check), and such Credit Check shall be reasonably acceptable to Lender, and (D) such exercise of remedies shall be conditioned upon Borrower’s ability to, after giving effect to such exercise of remedies, remake the representations set forth in Sections 3.1.8 and 3.1.42 hereof and continue to comply with the covenants set forth in Sections 4.33 and 4.34 hereof; and

(iv) if the exercise of any remedies available under such pledge would result in any Person (together with its Affiliates) acquiring more than 49% of the direct or

indirect interest in any Individual Borrower and such Person (together with its Affiliates) did not own more than 49% of the direct or indirect interest in such Individual Borrower on the Closing Date, Borrower shall have delivered to Lender a new substantive non‑consolidation opinion from a nationally recognized law firm (or a reputable law firm reasonably approved by Lender) in form and substance satisfactory to Lender and to the applicable Rating Agencies.

(j) Transfers of non-controlling preferred interests in Brookfield DLTA Fund Office Trust Investor Inc. and Brookfield DLTA Fund Office Trust Inc.; provided, that, (1) if the Transfer results in any Person (together with its Affiliates) owning 10% or more of the direct or indirect interests in any Individual Borrower and such Person (together with its Affiliates) did not own 10% of the direct or indirect interests in such Individual Borrower prior to such Transfer, then such Person must satisfy Lender’s current customary underwriting standards including, without limitation, background checks performed by Lender and review of such other information requested by Lender in connection with know your customer and anti-money laundering diligence and (2) such Transfer shall not result in any Person (together with its Affiliates), owning more than 49% of the direct or indirect interests in any Individual Borrower if such Person (together with its Affiliates) did not own more than 49% of the direct or indirect interests in such Individual Borrower prior to such Transfer.

Notwithstanding anything to the contrary contained in this Section 7.2 , if, as a result of any Permitted Transfer, Guarantor no longer Controls Borrower or owns any direct or indirect interest in Borrower, it shall also be a condition to such Permitted Transfer hereunder that one or more Approved Replacement Guarantors shall execute and deliver to Lender a guaranty of recourse obligations (in the same form as the Guaranty delivered to Lender by Guarantor on the date hereof) and an environmental indemnity agreement (in the same form as the Environmental Indemnity delivered to Lender by Guarantor on the date hereof) on or prior to the date of such Permitted Transfer, pursuant to which, in each case, the Approved Replacement Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and environmental indemnity agreement from and after the date of such Permitted Transfer (whereupon the previous guarantor(s) shall be released from any further liability under the Guaranty and Environmental Indemnity from acts, events and/or circumstances that arise from and after the date of such Permitted Transfer (provided, that the previous guarantor(s) shall remain liable under the Guaranty and Environmental Indemnity for acts, events and/or circumstances occurring prior to such Permitted Transfer to the extent and as provided for in such Guaranty and Environmental Indemnity even if liability for such acts, events and/or circumstances are not discovered until after the date of such Permitted Transfer) and such Approved Replacement Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement).

For the avoidance of doubt, nothing contained in this Agreement shall prohibit or be deemed to prohibit (i) unsecured corporate credit lines and unsecured corporate credit facilities provided by an institutional lender (each, a “ Corporate Loan ”) to the Guarantor or any direct or indirect beneficial or equity owner in the Guarantor (each, an “ Upper-Tier Brookfield Entity ”) and (ii) unsecured Indebtedness between Upper-Tier Brookfield Entities (“ Upper-Tier Brookfield Indebtedness ”), provided, that, in each case (x) Borrower has no obligations or liabilities with respect to any Corporate Loan or Upper-Tier Brookfield Indebtedness and (y) nothing contained herein shall be deemed to limit the obligations of the Guarantor under the Loan Documents

(including, without limitation, compliance with the Guarantor Net Worth Covenant) or Section 9.1(xx) .

For purposes of this Article 7 only, the term “ Control ” shall mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise; provided, however, that a Person may be deemed to Control another Person notwithstanding that other Persons may have rights with respect to major decisions and removal rights. The terms Controlled, Controlling and Common Control shall have correlative meanings.

Section 7.3 Cost and Expenses; Searches; Copies .

(a) Borrower shall pay all actual out of pocket third party costs and expenses of Lender in connection with any Transfer, whether or not such Transfer is deemed to be a Permitted Transfer, including, without limitation, all reasonable fees and expenses of Lender’s counsel, whether internal or outside, and the cost of any required counsel opinions related to REMIC or other securitization or tax issues and any Rating Agency fees.

(b) Upon request, Borrower shall provide Lender with copies of all organizational documents or amendments and/or modifications thereto (if any) of Borrower and Guarantor or any Approved Replacement Guarantor (and any subsidiary of Guarantor or an Approved Replacement Guarantor that, in each case, owns a beneficial interest in Borrower or the Property) relating to any Permitted Transfer.

(c) Within five (5) Business Days following request therefore, Borrower shall deliver to Lender an updated organizational structure chart in a form substantially similar in form and detail to the organizational chart attached hereto as Schedule III .

ARTICLE 8

SALE AND SECURITIZATION OF MORTGAGE

Section 8.1 Sale of Mortgage and Securitization . Subject to Sections 8.4 and 10.26 hereof:

(a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan, or (iii) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (i), (ii) and (iii) are each hereinafter referred to as a “ Secondary Market Transaction ” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “ Securitization ”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “ Securities ”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions.

(b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be required in the marketplace, by prospective investors, the Rating Agencies, applicable Legal Requirements

and/or otherwise in the marketplace in connection with any Secondary Market Transactions, including to:

(i) (A) provide updated financial and other information with respect to each Individual Property, the business operated at each Individual Property, Borrower and the Manager, including, without limitation, the information set forth on Exhibit B attached hereto, in each case, to the extent reasonably available to Borrower or Manager, provided Borrower shall not be required to provide any financial statements of Manager, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to each Individual Property, and (C) assist and cooperate with Lender in obtaining updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each Individual Property (the “ Updated Information ”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies;

(ii) provide updates to opinions of counsel delivered at closing, which may be relied upon by Lender, trustee in any Securitization, underwriters, NRSROs and their respective counsel, agents and representatives; provided, that, Borrower shall not be required to have its legal counsel deliver “10b-5” opinions in connection with any Securitization;

(iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents; and

(iv) (A) review any Disclosure Document or any interim draft thereof furnished by Lender to Borrower with respect to information contained therein that was furnished to Lender by or on behalf of Borrower in connection with the preparation of such Disclosure Document or in connection with the underwriting or closing of the Loan that specifically relate to Borrower, Manager, Guarantor and/or the Property, including financial statements of Borrower and Guarantor, operating statements and rent rolls with respect to the Property, and (B) within three (3) Business Days following Borrower’s receipt thereof, provide to Lender in writing any revisions to such Disclosure Document or interim draft thereof necessary or advisable to insure that such reviewed information does not contain any untrue statement of a material fact or omit to state any material fact necessary to make statements contained therein not misleading.

(c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Property alone or the Property and Related Properties collectively, will be a Significant Obligor, Lender shall so notify Borrower and Borrower shall furnish to Lender (if such Securitization is a Public Securitization) upon request the following financial information (but as to the Tenants, to the extent such information is actually received by Borrower):

(i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal

or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for each Individual Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or

(ii) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender determines to be a Significant Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Property for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X (or if Lender determines that the Property is the Significant Obligor and the Property (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)).

(d) Further, if requested by Lender, to the extent such information is not publicly available and the applicable Lease requires the Tenant thereunder to provide such information, Borrower shall, promptly upon Lender’s request, use commercially reasonable efforts to furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any Tenant of any Individual Property if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such Tenant or group of affiliated Tenants within all of the mortgage loans included or expected to be included in the Securitization such that such Tenant or group of affiliated Tenants would constitute a Significant Obligor. Borrower shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such Tenants meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) filings pursuant to the Exchange Act in connection with or relating to the Securitization (an “ Exchange Act Filing ”) are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements.

(e) If Lender determines that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Properties collectively, are a Significant Obligor, then Borrower shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1)

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or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements.

(f) Any financial data or financial statements provided pursuant to this Section 8.1 shall be furnished to Lender within the following time periods:

(i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and

(ii) with respect to ongoing information required under Section 8.1(d) and (e) above, (1) not later than forty-five (45) days after the end of each fiscal quarter of Borrower and (2) not later than ninety (90) days after the end of each Fiscal Year of Borrower.

(g) If requested by Lender, Borrower shall provide Lender (if the Securitization is a Public Securitization), but as to Tenants only to the extent such information is actually received by Borrower, promptly, and in any event within ten (10) Business Days following Lender’s request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements relating to a Securitization or as shall otherwise be reasonably requested by Lender.

(h) If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of Tenants (including all affiliates of such Tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base.

(i) All financial statements provided by Borrower pursuant to this Section 8.1(c) , (d) , (e) or (f) shall be prepared in accordance with GAAP, and shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements relating to a Fiscal Year shall be audited by Independent Accountants in accordance with generally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements

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shall be certified by the chief financial officer or senior vice president/controller of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph.

Section 8.2 Securitization Indemnification .

(a) Borrower understands that information provided to Lender by Borrower and its agents, counsel and representatives may be included in preliminary and final disclosure documents in connection with any Secondary Market Transaction, including a Securitization, including an offering circular, a prospectus, prospectus supplement, private placement memorandum or other offering document (each, a “ Disclosure Document ”) and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), or the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”), and may be made available to investors or prospective investors in the Securities, investment banking firms, NRSROs, accounting firms, law firms and other third-party advisory and service providers relating to any Secondary Market Transaction, including a Securitization. Borrower also understands that the findings and conclusions of any third-party due diligence report obtained by Lender, the Issuer or the Securitization placement agent or underwriter may be made publicly available if required, and in the manner prescribed, by Section 15E(s)(4)(A) of the Exchange Act and any rules promulgated thereunder.

(b) Borrower hereby agrees to indemnify Lender (and for purposes of this Section 8.2 , Lender shall include its officers and directors) and each Person who controls Lender within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Lender Group ”), the issuer of the Securities (the “ Issuer ” and for purposes of this Section 8.2 , shall include its officers, director and each Person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any placement agent or underwriter with respect to the Securitization, each of their respective officers and directors and each Person who controls the placement agent or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Underwriter Group ”) for any actual losses, claims, damages or liabilities (collectively, the “ Liabilities ”) to which Lender, the Lender Group, the Issuer or the Underwriter Group may become subject insofar as the Liabilities arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in the Disclosure Documents that specifically relate to the Property, Borrower, any Mezzanine Loan Borrower, Manager or Guarantor as identified by Lender in writing to Borrower, but specifically not including the portion thereof constituting descriptions of the Loan Documents or Lender’s remedies therein (collectively, the “ Reviewed Sections ”) (except that Borrower shall not be responsible for any such Liabilities to the extent arising out of such an untrue statement to the extent Borrower notifies Lender in writing that Borrower disagrees with such statement prior to the pricing of any Securities), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated in the Reviewed Sections or necessary in order to make the statements in the Reviewed Sections, in light of the circumstances under which they were made, not misleading. Borrower also agrees to reimburse Lender, the Lender Group, the Issuer and/or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group, the Issuer and/or the Underwriter Group in connection with investigating or defending the Liabilities. Borrower’s liability under this paragraph will be limited to Liability that arises out of, or is based upon, an untrue statement or alleged untrue statement of a material

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fact or omission or alleged omission of a material fact in the Disclosure Document, and made in reliance upon, and in conformity with, information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including financial statements of Borrower, operating statements and rent rolls with respect to the Property. This indemnification provision will be in addition to any liability which Borrower may otherwise have. Borrower acknowledges and agrees that any Person that is included in the Lender Group, the Issuer and/or the Underwriter Group that is not a direct party to this Agreement shall be deemed to be a third-party beneficiary to this Agreement with respect to this Section 8.2(b) . Within five (5) Business Days after Lender’s written request, Borrower and Guarantor shall execute and deliver to Lender a separate indemnification and reimbursement agreement in favor of the Lender Group, the Issuer and the Underwriter Group in form and substance consistent with the indemnification and reimbursement obligations of Borrower under this Section 8.2(b) .

(c) In connection with any Exchange Act Filing or other reports containing comparable information that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements, Borrower agrees to (i) indemnify Lender, the Lender Group, the Issuer and the Underwriter Group for Liabilities to which Lender, the Lender Group, the Issuer and/or the Underwriter Group may become subject insofar as the Liabilities arise out of, or are based upon, an untrue statement or omission made in reliance upon, and in conformity with, information contained in the Reviewed Sections or in connection with the underwriting or closing of the Loan, including financial statements of Borrower, operating statements and rent rolls with respect to the Property, and (ii) reimburse Lender, the Lender Group, the Issuer and/or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group, the Issuer and/or the Underwriter Group in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an indemnified party under this Section 8.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8.2 , notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the indemnifying party. In the event that any action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party pursuant to the immediately preceding sentence of this Section 8.2(d) , such indemnifying party shall not pay for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such

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indemnified party at the cost of the indemnifying party. The indemnifying party shall not be liable for the expenses of more than one separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to any other indemnified party. Without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), no indemnifying party shall settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any indemnified party is an actual or potential party to such claim, action, suit or proceeding) unless the indemnifying party shall have given Lender reasonable prior written notice thereof and shall have obtained an unconditional release of each indemnified party hereunder from all liability arising out of such claim, action, suit or proceedings, and such settlement requires no statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the indemnified party.

(e) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 8.2(b) or (c) is for any reason held to be unenforceable as to an indemnified party in respect of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 8.2(b) or (c) , the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) the Issuer’s and Borrower’s relative knowledge and access to information concerning the matter with respect to which the claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender and Borrower hereby agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation.

(f) The liabilities and obligations of both Borrower and Lender under this Section 8.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Section 8.3 Severance . Subject to Section 8.4 hereof:

8.3.1 Severance Documentation . Lender, without in any way limiting Lender’s other rights hereunder, but subject to the other provisions of this Section 8.3.1 , in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or Securitization of all or any portion of the Loan), to require Borrower (at no cost to Borrower except as expressly set forth in Section 8.4 ) to (i) execute and deliver “component” notes and/or modify the Loan in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 8.3.2 below)), reduce the number of components of the note or notes, revise the interest rate for each component, reallocate the principal balances of the Senior Notes and/or Junior Notes and/or the components, revise the interest rate among the Senior Notes and/or Junior Notes, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related

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allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, Current Mezzanine Loan Lender, “resize” the Loan and the Current Mezzanine Loan to revise the interest rates for the Loan and the Current Mezzanine Loan, reallocate the principal balances of the Loan and the Current Mezzanine Loan and/or increase or decrease the monthly debt service payments for the Loan and the Current Mezzanine Loan (such resizing under this clause (ii), a “ Resizing ”), provided that in the case of clauses (i) and (ii) above that the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Current Mezzanine Loan) after the effective date of such modification equals the Outstanding Principal Balance (when aggregated, in case of a Resizing, with the outstanding principal balance of the Current Mezzanine Loan) immediately prior to such modification and the weighted average of the interest rates for all components (when aggregated, in the case of a Resizing, with the interest rate of the Current Mezzanine Loan) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Current Mezzanine Note) immediately prior to such modification and principal payments shall, other than the application of Net Proceeds and after the occurrence of an Event of Default, be applied pro rata among such components (except that the weighted average coupon may subsequently increase due to the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement or if an Event of Default shall occur). At Lender’s election, each note comprising the Loan may be subject to one or more Securitizations. Lender shall have the right to modify the Note and/or Notes and any components in accordance with this Section 8.3 and, provided that such modification shall comply with the terms of this Section 8.3 , it shall become immediately effective.

8.3.2 New Mezzanine Loan Option . Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to create one or more mezzanine loans (each, a “ New Mezzanine Loan ”), to (i) establish different interest rates and to reallocate the Outstanding Principal Balance and Monthly Debt Service Payment Amount of the Loan to the Loan and such New Mezzanine Loan(s), (ii) to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender and (iii) modify the Debt Service Coverage Ratio covenants to provide for mortgage only and aggregate tests based on a calculation of each based on the Loan only balance and the aggregate balance of the Loan, plus the New Mezzanine Loan(s); provided , that the outstanding principal balance of the Loan and such New Mezzanine Loan(s) after the effective date of the creation of such New Mezzanine Loan(s) equals the Outstanding Principal Balance immediately prior to such modification, the weighted average of the interest rates for the Loan and such New Mezzanine Loan(s) after the effective date of the creation of such New Mezzanine Loan(s) equals the weighted average interest rate of the original Note immediately prior to such modification (except as the result of the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement or during the occurrence of an Event of Default) and the combined Debt Service Coverage Ratio threshold for the Loan and New Mezzanine Loan(s) equals the Debt Service Coverage Ratio threshold for the Loan set forth herein. Payments (other than payment during the continuance of an Event of Default, the application of a partial prepayment in accordance with this Agreement and the application of Net Proceeds) shall be applied pro-rata between the Loan and each New Mezzanine Loan (based on applicable outstanding principal balance and interests rate of the Loan and each New Mezzanine Loan). Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the

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borrower under any New Mezzanine Loan (each, a “ New Mezzanine Loan Borrower ”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Loan Borrower.

8.3.3 Cooperation; Execution; Delivery . Borrower shall reasonably cooperate with all reasonable requests of Lender in connection with this Section 8.3 . If requested by Lender, Borrower shall promptly execute and deliver such documents as shall be reasonably required by Lender and required by any Rating Agency in connection with any modification or New Mezzanine Loan pursuant to this Section 8.3 , all in form and substance reasonably satisfactory to Lender and satisfactory to any applicable Rating Agency, including, the severance of security documents if requested and/or, in connection with the creation of any New Mezzanine Loan: (i) execution and delivery of a promissory note and loan documents necessary to evidence such New Mezzanine Loan, in each case, in form and content consistent with the substantive provisions of the Loan Documents (to the extent applicable to the New Mezzanine Loan), (ii) execution and delivery of such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan, (iii) delivery of opinions of legal counsel with respect to due execution, authority and enforceability of any modification documents or documents evidencing or securing any New Mezzanine Loan, as applicable and (iv) with respect to any New Mezzanine Loan, delivery of an additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion; each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 8.3 after expiration of ten (10) Business Days after notice thereof.

Section 8.4 Costs and Expenses . Notwithstanding anything to the contrary contained in this Article 8 , Borrower shall not be required to incur any material costs or expenses in the performance of its obligations under Sections 8.1(a) or (b) or Section 8.3 above other than expenses of Borrower’s legal counsel.

ARTICLE 9

DEFAULTS

Section 9.1 Events of Default . Each of the following events shall constitute an event of default hereunder (an “ Event of Default ”):

(i) if (A) the Obligations are not paid in full on the Maturity Date, (B) any regularly scheduled monthly payment of interest, and, if applicable, principal due under the Note is not paid in full on the applicable Monthly Payment Date, (C) any prepayment of principal due under this Agreement or the Note is not paid when due, (D) the Prepayment Fee is not paid when due, (E) the Liquidated Damages Amount is not paid when due, or (F) any deposit to the Reserve Funds is not made within five (5) calendar days following the required deposit date therefor;

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(ii) if any other amount payable pursuant to this Agreement, the Note or any other Loan Document (other than as set forth in the foregoing clause (i) ) is not paid in full when due and payable in accordance with the provisions of the applicable Loan Document, with such failure continuing for ten (10) Business Days after Lender delivers written notice thereof to Borrower;

(iii) if any of the Taxes or Other Charges are not paid when due (provided that it shall not be an Event of Default if such past due Taxes are Real Estate Taxes and there are sufficient funds in the Tax Account to pay such amounts when due, no other Event of Default is then continuing and Servicer fails to make such payment in violation of this Agreement);

(iv) if (x) the Policies are not kept in full force and effect, except to the extent that such Policies lapse due to the nonpayment of Insurance Premiums and either (a) sums sufficient to make such payments are on deposit in the Insurance Account or (b) aggregate sums are on deposit in the Deposit Account sufficient to make such payment and the other payments required to be made pursuant to clause (ii) of Section 6.13.1 and, in either case, Lender’s access to such sums is not restricted or constrained in any manner and Lender fails to apply such funds in violation of the Loan Documents; or (y) (A) Lender has not received evidence of the insurance required hereunder being renewed at least three (3) Business Days prior to expiration of the Policies or (B) copies of the Policies (or other evidence of required insurance reasonably acceptable to Lender) are not delivered to Lender on or prior to the date the same are to be delivered hereunder and such failure specified in this clause (B) continues for ten (10) days following written notice from Lender to Borrower thereof;

(v) a Transfer other than a Permitted Transfer occurs;

(vi) if any certification, representation or warranty made by Borrower or Guarantor herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date such representation or warranty was made and the result is reasonably expected to have a Material Adverse Effect; provided, however, that with respect to any such breach which is susceptible of being cured, such breach shall not be deemed an Event of Default hereunder unless and until it shall remain uncured for thirty (30) days after Borrower receives notice of such breach and, if such breach cannot reasonably be cured within such thirty (30) day period and Borrower commences to cure such breach within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure same, Borrower shall have such additional time as is reasonably necessary to cure such breach, but not in excess of ninety (90) days from the date the original notice from Lender was received by Borrower; provided that Borrower acknowledges and agrees that the representations and warranties set forth in Sections 3.1.4 , 3.1.5 , 3.1.7 , 3.1.8 , 3.1.10 , 3.1.22 , 3.1.25 , 3.1.26 , 3.1.29 , 3.1.32 , 3.1.38 and 3.1.42 are not capable of being cured; provided , further , however , that in the case of a breach of Section 3.1.1 , such breach shall not constitute an Event of Default in the event that such breach shall be remedied within a timely manner and in any event within not more than thirty (30) days after Lender’s request and within thirty (30) days following the request of Lender, Borrower delivers to Lender a new non-consolidation opinion or an opinion of counsel to the effect that such breach does not impair, negate or

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adversely change the opinions rendered in the Insolvency Opinion, in each case, to the extent required by any Rating Agency rating any Securities secured by the Loan in connection with a Securitization;

(vii) if Borrower, any Individual Borrower, Current Mezzanine Loan Borrower, New Mezzanine Loan Borrower or Guarantor shall make an assignment for the benefit of creditors;

(viii) if a receiver, liquidator or trustee shall be appointed for Borrower, any Individual Borrower, Current Mezzanine Loan Borrower, New Mezzanine Loan Borrower or Guarantor or if Borrower, any Individual Borrower, Current Mezzanine Loan Borrower, New Mezzanine Loan Borrower or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, any Individual Borrower, Current Mezzanine Loan Borrower, New Mezzanine Loan Borrower or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, any Individual Borrower, Current Mezzanine Loan Borrower, New Mezzanine Loan Borrower or Guarantor shall be instituted, or if Borrower or any Individual Borrower is substantively consolidated with any other Person; provided, however, if such appointment, adjudication, petition, proceeding or consolidation was involuntary and not consented to by Borrower, Current Mezzanine Loan Borrower, New Mezzanine Loan Borrower or Guarantor, as applicable, upon the same not being discharged, stayed or dismissed within ninety (90) days following its filing;

(ix) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(x) if any of the assumptions contained in the Insolvency Opinion, or in any other non-consolidation opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect, unless within ten (10) days after request by Lender, Borrower delivers an update to the Insolvency Opinion acceptable to Lender from a nationally recognized law firm (or a reputable law firm reasonably approved by Lender) confirming that such breach does not alter the opinions given therein;

(xi) a breach of the covenants set forth in Sections 4.4 or 4.33 hereof, provided, however, that in the case of a breach of Section 4.4 , such breach shall not constitute an Event of Default in the event that such breach shall be remedied within a timely manner and in any event within not more than ten (10) days of Lender’s request and within ten (10) days following the request of Lender, Borrower delivers an update to the Insolvency Opinion acceptable to Lender from a nationally recognized law firm (or a reputable law firm reasonably approved by Lender) confirming that such breach does not alter the opinions given therein;

(xii) if Borrower or any Individual Borrower shall be in default beyond any applicable notice and/or cure period under any mortgage or security agreement covering any part of any Individual Property whether it be superior, pari passu or junior in Lien to the Mortgage;

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(xiii) if any Individual Property becomes subject to any mechanic’s, materialman’s or other Lien except a Permitted Encumbrance or a Lien for Taxes not then due and payable and Borrower fails to discharge such Lien within the period permitted for contests as set forth in Section 4.3 ;

(xiv) the alteration, improvement, demolition or removal of any material portion of the Improvements without the prior consent of Lender, other than in accordance with this Agreement and the Leases at the applicable Individual Property entered into in accordance with the Loan Documents;

(xv) if (i) any Management Agreement or any Parking Management Agreement is terminated, (ii) the ownership, management or control of Manager is transferred so that a Brookfield Party no longer Controls the Manager, or (iii) there is a change in the compensation payable under or any other amendment to any Management Agreement or any Parking Management Agreement, in the case of each of (i), (ii) and (iii) above, in violation of the terms of the Loan Documents (unless consented to by Lender in writing);

(xvi) if Borrower, any Individual Borrower or any Person owning a direct or indirect ownership interest in Borrower shall be convicted of a Patriot Act Offense by a court of competent jurisdiction and such conviction subjects Lender to action and/or liability by any Governmental Authority;

(xvii) a breach by any Mezzanine Loan Borrower of the “special purpose entity” covenants contained in the applicable Mezzanine Loan Documents;

(xviii) if Borrower breaches any covenant contained in Section 4.10 hereof and fails to cure such breach within five (5) days after Lender’s written notice to Borrower;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such Loan Documents, whether as to Borrower, Guarantor or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Obligations or to permit Lender to accelerate the maturity of all or any portion of the Obligations;

(xx) a breach by Guarantor of the Guarantor Net Worth Covenant and Borrower fails to deliver to Lender within thirty (30) days after Lender’s written notice to Borrower a guaranty of recourse obligations (in the same form as the Guaranty delivered to Lender by Guarantor on the date hereof) and an environmental indemnity agreement (in the same form as the Environmental Indemnity delivered to Lender by Guarantor on the date hereof), in each case, executed by one or more Approved Replacement Guarantor(s);

(xxi) if Borrower breaches any covenant contained in Section 4.35 hereof; or

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(xxii) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or any other Loan Document not specified in subsections (i) to (xxi) above, and such Default shall continue for ten (10) days after notice to Borrower from Lender, in the case of any such Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice to Borrower from Lender in the case of any other such Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such 30-day period, and provided further that Borrower shall have commenced to cure such Default within such 30-day period shall and thereafter diligently and expeditiously proceed to cure the same, such 30-day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days.

Section 9.2 Remedies .

9.2.1 Acceleration . Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vii), (viii) or (ix) of Section 9.1 above) and at any time thereafter, Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand (and Borrower hereby expressly waives any such notice or demand), that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including declaring the Obligations to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Property, including all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vii), (viii) or (ix) of Section 9.1 above, the Obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable in full, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

9.2.2 Remedies Cumulative . During the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Property. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law or contract or as set forth herein or in the other Loan Documents or by equity. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) Lender shall not be subject to any “one action” or “election of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against

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the Property and the Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

9.2.3 Severance .

(a) During the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Mortgage in any manner and for any amounts secured by the Mortgage then due and payable as determined by Lender in its sole discretion, including the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and/or interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire Outstanding Principal Balance, Lender may foreclose the Mortgage to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, each Individual Property shall remain subject to the Mortgage to secure payment of the sums secured by the Mortgage and not previously recovered.

(b) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Except as may be required pursuant to Section 8.4 hereof, (i) Borrower shall not be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the severed Loan Documents, and (ii) the severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents.

(c) During the continuance of an Event of Default, any amounts recovered from the Property or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents, in such order, priority and proportions as Lender in its sole discretion shall determine.

9.2.4 Lender’s Right to Perform . If Borrower fails to perform any covenant or obligation contained herein and such failure shall continue for a period of five (5) Business Days

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after Borrower’s receipt of written notice thereof from Lender, without in any way limiting Lender’s right to exercise any of its rights, powers or remedies as provided hereunder, or under any of the other Loan Documents, Lender may, but shall have no obligation to, perform, or cause the performance of, such covenant or obligation, and all costs, expenses, liabilities, penalties and fines of Lender incurred or paid in connection therewith shall be payable by Borrower to Lender upon demand and if not paid shall be added to the Obligations (and to the extent permitted under applicable laws, secured by the Mortgage and the other Loan Documents) and shall bear interest thereafter at the Default Rate. Notwithstanding the foregoing, Lender shall have no obligation to send notice to Borrower of any such failure.

ARTICLE 10

MISCELLANEOUS

Section 10.1 Survival; Successors and Assigns . This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Obligations are outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2 Lender’s Discretion; Rating Agency Review Waiver .

(a) Whenever pursuant to this Agreement Lender exercises any right given to it to approve or disapprove any matter, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove such matter or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Prior to a Securitization, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove any matter, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove such matter or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefor.

(b) Whenever, pursuant to this Agreement or any other Loan Documents, a Rating Agency Confirmation is required from each applicable Rating Agency, in the event that any applicable Rating Agency “declines review”, “waives review” or otherwise indicates in writing or otherwise to Lender’s or Servicer’s satisfaction that no Rating Agency Confirmation will or needs to be issued with respect to the matter in question (each, a “ Review Waiver ”), then the Rating Agency Confirmation requirement shall be deemed to be satisfied with respect to such matter. It is expressly agreed and understood, however, that receipt of a Review Waiver (i) from any one Rating Agency shall not be binding or apply with respect to any other Rating Agency and (ii) with respect to one matter shall not apply or be deemed to apply to any subsequent matter for which Rating Agency Confirmation is required.

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Section 10.3 Governing Law .

(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS EXCEPT PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED ACCORDING TO, THE LAW OF THE STATE, COMMONWEALTH OR DISTRICT, AS APPLICABLE, IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, COMMONWEALTH OR DISTRICT, AS APPLICABLE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER AGREES THAT SERVICE OF PROCESS UPON BORROWER AT THE ADDRESS FOR BORROWER SET FORTH HEREIN AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGE IN THE

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ADDRESS FOR BORROWER SET FORTH HEREIN, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF BORROWER CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION.

Section 10.4 Modification, Waiver in Writing . No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party or parties against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on, Borrower shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 10.5 Delay Not a Waiver . Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder or under any other Loan Document, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. Lender shall have the right to waive or reduce any time periods that Lender is entitled to under the Loan Documents in its sole and absolute discretion.

Section 10.6 Notices. All notice s, demands, requests, consents, approvals or other communications (any of the foregoing, a “ Notice ”) required, permitted or desired to be given hereunder shall be in writing and shall be sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 10.6 . Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by facsimile if sent prior to 6:00 p.m. New York time on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:


If to Lender:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005

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Attention: Robert W. Pettinato, Jr.
Facsimile No. (212) 797-4489


and to:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: General Counsel Facsimile No.: (646)736-5721


and to:	Barclays Bank PLC 745 Seventh Avenue New York, New York 10019 Attention: Michael Birajiclian


with a copy to:	Sidley Austin LLP 1 South Dearborn Street Chicago, Illinois 60603 Attention: Charles E. Schrank, Esq. Facsimile No.: (312) 854-7036


with a copy to:	KeyCorp Real Estate Capital Markets, Inc.

Loan Servicing and Asset Management

11501 Outlook Street, Suite 300

Overland Park, KS 66211

Attention: Diane Haislip

Facsimile No. (216) 357-6543


If to Borrower:	Maguire Properties-555 W. Fifth, LLC and Maguire Properties - 350 S. Figueroa, LLC c/o Brookfield Office Properties 250 Vesey Street, 15 ^th Floor New York, New York 10281 Attention: General Counsel Facsimile No. (212) 417-7195


with a copy to:	Maguire Properties-555 W. Fifth, LLC and Maguire Properties - 350 S. Figueroa, LLC c/o Brookfield Office Properties 250 Vesey Street, 15 ^th Floor New York, New York 10281 Attention: Jason Kirschner Facsimile No. (646) 430-8556


with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Attention: David L. Nagler, Esq. Facsimile No. (917) 777-2369

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Any party may change the address to which any such Notice is to be delivered by furnishing ten (10) days written notice of such change to the other parties in accordance with the provisions of this Section 10.6 . Notices shall be deemed to have been given on the date as set forth above, even if there is an inability to actually deliver any such Notice because of a changed address of which no Notice was given, or there is a rejection or refusal to accept any Notice offered for delivery. Notice for any party may be given by its respective counsel. Additionally, Notice from Lender may also be given by Servicer and Lender hereby acknowledges and agrees that Borrower shall be entitled to rely on any Notice given by Servicer as if it had been sent by Lender.

Section 10.7 Waiver of Trial by Jury . BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8 Headings, Schedules and Exhibits . The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.9 Severability . Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10 Preferences . Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the Obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the Obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11 Waiver of Notice . Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives

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the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.12 Remedies of Borrower . In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where, by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, neither Lender nor its agents shall be liable for any monetary damages and Borrower’s sole remedy shall be limited to commencing an action seeking injunctive relief or declaratory judgment. Any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 10.13 Offsets, Counterclaims and Defenses . Any assignee of Lender’s interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.14 No Joint Venture or Partnership; No Third Party Beneficiaries .

(a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender.

(b) The Loan Documents are solely for the benefit of Lender and Borrower (and the Lender Group, the Issuer and the Underwriter Group with respect to Section 8.2(b) ) and nothing contained in any Loan Document shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained therein.

Section 10.15 Publicity . All news releases, publicity or advertising by any party hereto or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents shall be subject to the prior consultation between Borrower and Lender, provided, that (a) Borrower may issue a release stating that a financing has occurred which does not mention Lender or any Affiliates of Lender, any of the material terms of the Loan (other than the Loan amount) or any Securities or Securitization or any prospective securitization or securities related to the Loan, and (b) Lender may commission advertisements in newspapers, trade publications or other written public advertisement media (including tombstone advertisements) which may include references to the Loan and the Property. The foregoing shall not apply to any promotional or marketing materials that are prepared by or on behalf of Lender in connection with a potential Secondary Market Transaction, it being agreed that Lender shall have the right to issue, without Borrower’s approval, and Borrower hereby authorizes Lender to issue, such promotional and marketing

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materials, term sheets and other materials as Lender may deem reasonably necessary or appropriate in connection with Lender’s own promotional and marketing activities with respect to any potential Secondary Market Transaction, and such materials may describe the Loan in general terms or in detail and Lender’s participation therein. In addition, nothing contained in this Section 10.15 shall restrict BOP (or any direct or indirect owner of BOP whose shares are traded on a nationally recognized exchange) from including information regarding the Loan and its terms in any securities filings, disclosures or information distributed to its shareholders to the extent BOP (or such direct or indirect owner of BOP) deems necessary or appropriate under applicable Legal Requirements, provided, that no such information shall mention or refer to any Securities or Securitization or to any prospective securitization or securities related to the Loan, or to any Affiliate of Lender that acts as depositor, initial purchaser or underwriter with respect to a Securitization of all or any portion of the Loan.

Section 10.16 Waiver of Marshalling of Assets . To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s members or partners, as applicable, and others with interests in Borrower, and of any Individual Property, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of any Individual Property for the collection of the Obligations without any prior or different resort for collection, or of the right of Lender to the payment of the Obligations out of the net proceeds of any Individual Property in preference to every other claimant whatsoever.

Section 10.17 Waivers of Offsets/Defenses/Counterclaims . Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make under any of the Loan Documents. Without limiting any of the other provisions contained herein, Borrower hereby unconditionally and irrevocably waives, to the maximum extent not prohibited by applicable law, any rights it may have to claim or recover against Lender in any legal action or proceeding any special, exemplary, punitive or consequential damages.

Section 10.18 Conflict; Construction of Documents; Reliance . In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan, without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise

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any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.19 Brokers and Financial Advisors .

(a) Borrower hereby represents that, except for Eastdil Secured (“ Broker ”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower will pay Broker a commission pursuant to a separate agreement. Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, losses, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising out of a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.19 shall survive the expiration and termination of this Agreement and the payment of the Obligations.

Section 10.20 Exculpation . Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the Obligations contained in the Note, this Agreement, the Mortgage or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Mortgage and the other Loan Documents, or in all or any of the Property, the Gross Revenue or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Gross Revenue and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Mortgage and the other Loan Documents, shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Mortgage or the other Loan Documents. The provisions of this Section 10.20 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Mortgage; (c) affect the validity or enforceability of any of the Loan Documents or any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of Leases; (f) impair the enforcement of the Environmental Indemnity; (g) constitute a prohibition against Lender to seek a deficiency judgment against Borrower (or any Individual Borrower) in order to fully realize the security granted by the Mortgage or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all or any of the Property; or (h) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, diminution in value, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred, but specifically excluding any special, exemplary, punitive, treble or consequential damages except to the extent the same are actually incurred by Lender to a third

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party) arising out of or in connection with the following (all such liability and obligation of Borrower for any or all of the following being referred to herein as “ Borrower’s Recourse Liabilities ”):

(i) fraud or material misrepresentation, willful misconduct or willful failure to disclose a material fact (related to the Property and but for the failure to disclose Lender would not have made the Loan) by Borrower, any Individual Borrower, Guarantor, any Affiliate of Borrower or Guarantor in connection with the Loan;

(ii) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity or the Mortgage concerning environmental laws or hazardous substances and any indemnification of Lender with respect thereto in this Agreement or in either of said documents;

(iii) intentional physical waste of any Individual Property by Borrower, any Individual Borrower, Guarantor or any Affiliate of Borrower or Guarantor;

(iv) the misapplication or conversion by Borrower, any Individual Borrower, Guarantor or any Affiliate of Borrower or Guarantor, in contravention of the Loan Documents, of (A) any Insurance Proceeds paid by reason of any loss, damage or destruction to any Individual Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of any Individual Property, or (C) any Gross Revenue (including security deposits, advance deposits or any other deposits and Lease Termination Payments in contravention of the Loan Documents);

(v) all Gross Revenue of the Property received or collected by or on behalf of Borrower or any Affiliate during the continuance of an Event of Default and not applied as required by the Loan Documents (except to the extent that such application of such funds is prevented by bankruptcy, receivership, or similar judicial proceeding in which Borrower is legally prevented from directing the disbursement of such sums);

(vi) Borrower’s or any Individual Borrower’s failure to pay charges for labor or materials or other charges which result in Liens (excluding Taxes) on any portion of any Individual Property to the extent such Liens are not bonded over or discharged in accordance with the Loan Documents, to the extent Net Operating Income, after payment of Debt Service, is sufficient to pay such charges; provided, that, Borrower shall not be liable to the extent funds to pay such amounts are being held in escrow by Lender for the purposes of paying for such labor, materials and other charges and Lender failed to pay same in violation of the Loan Documents;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any Individual Property which are not delivered to Lender after a foreclosure or a deed-in-lieu thereof as required in accordance with the provisions of the Loan Documents;

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Lender for the purposes of paying such Taxes and Lender failed to pay same in violation of the Loan Documents, or (2) for Taxes which accrue after a receiver is appointed or after Lender takes title to the Property by foreclosure or deed in lieu of foreclosure;

(ix) Borrower, any Individual Borrower or Guarantor or any Affiliate of Borrower or Guarantor raises defenses to Lender’s pursuit of any remedies under the Loan Documents which defenses are found by a court of competent jurisdiction to be without merit and raised in bad faith;

(x) any breach of the covenants set forth in Section 4.4 hereof (other than a breach that constitutes a Springing Recourse Event);

(xi) except to the extent such failure results in a Springing Recourse Event, Borrower fails to obtain Lender’s prior consent to any Transfer of any direct or indirect equity interest in Borrower as required by the Mortgage or this Agreement other than a Permitted Transfer; and/or

(xii) any amendment, modification, cancellation or termination of the 350 S. Figueroa Property Documents which is consented to, agreed to or voted for by Borrower, in each case, in violation of the terms of this Agreement.

Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Obligations or to require that all collateral shall continue to secure all of the Obligations owing to Lender in accordance with the Loan Documents, and (B) the Obligations shall be fully recourse to Borrower in the event that any of the following occur (each, a “ Springing Recourse Event ”): (i) Borrower or any Individual Borrower files a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (ii) Borrower, any Individual Borrower, any Mezzanine Loan Borrower, Guarantor, any Affiliate of Borrower or Guarantor, or any officer, director, or representative of Borrower, any Individual Borrower, any Mezzanine Loan Borrower, Guarantor or any Affiliate or Borrower or Guarantor, files, or joins in the filing of, an involuntary petition against Borrower or any Individual Borrower under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower or any Individual Borrower from any Person; (iii) Borrower or any Individual Borrower or any Mezzanine Loan Borrower files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against Borrower or any Individual Borrower, by any other Person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (iv) Borrower fails to obtain Lender’s prior consent (if and to the extent required under the Loan Documents) to any subordinate financing encumbering any Individual Property (which Lien constitutes security for indebtedness, but specifically excluding mechanic’s, materialmen’s and other similar liens and encumbrances); (v) any Transfer (excluding any mechanic’s, materialmen’s or other similar liens and encumbrances that are covered in clause (vi) of Borrower’s Recourse Liabilities) of any Individual Property or a controlling interest in any Individual Borrower, in each case, in violation of the Loan Documents; (vi) Borrower, any Individual Borrower, any Mezzanine Loan Borrower, Guarantor, or any Affiliate, officer, director, or representative of Borrower, any Individual Borrower or

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Guarantor consents to or acquiesces (in writing) in or joins in (or fails to object to) an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, any Individual Borrower or any portion of the Property (other than an application initiated by Lender); (vii) Borrower or any Individual Borrower makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due (unless failure to make such admission would be a violation of law); or (viii) a breach of the covenants set forth in Section 4.4 hereof that results in substantive consolidation of Borrower or any Individual Borrower with any other Person.

Section 10.21 Prior Agreements . This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto and their respective affiliates in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including the Summary of Terms and Conditions dated June 16, 2016 from Deutsche Bank and accepted by Borrower, are superseded by the terms of this Agreement and the other Loan Documents. In addition, Borrower hereby agrees that it is not relying on and has not relied on any representations, warranties or statements, whether written or oral, of Lender, any Affiliate of Lender or any other party in connection with its decision to enter into the transaction described in this Agreement and the related Loan Documents and that this Agreement and the related Loan Documents set forth the entire set of representations, warranties and understandings of Borrower with respect to the transaction described herein and in the Loan Documents

Section 10.22 Servicer .

(a) At the option of Lender, the Loan may be serviced by a servicer or special servicer (the “ Servicer ”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the “ Servicing Agreement ”) between Lender and Servicer. Borrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall be responsible for payment of usual and customary fees and expenses of Servicer under the Servicing Agreement (excluding any set up fees or annual master servicing fees under the Servicing Agreement).

(b) Without limiting the foregoing, Borrower shall pay any fees and expenses of the Servicer and any customary third-party fees and expenses in connection with any prepayments, releases of the Property, approvals under the Loan Documents requested by Borrower, other requests by or on behalf of Borrower under the Loan, defeasance, assumption of Borrower’s obligations or modification of the Loan, as well as any fees and expenses in connection with the special servicing or work-out of the Loan or enforcement of the Loan Documents, including, (i) special servicing fees, if the Loan becomes a specially serviced loan under the Servicing Agreement (which monthly special servicing fees shall not exceed one-quarter of one percent (0.25%) per annum), (ii) operating or trust advisor fees (if the Loan is a specially serviced loan under the Servicing Agreement or in connection with a workout), (iii) work-out fees (which work-out fees shall not exceed one percent (1.00%) of interest and principal collections on the Loan or, if the Loan is sold into a so called “single-asset (i.e., the Property) single-borrower (i.e., Borrower)” Securitization, one-half of one percent (0.5%) of interest and principal collections on the Loan), (iv) liquidation fees (which liquidation fees shall not exceed one percent (1.00%) of liquidation proceeds or, if the Loan is sold into a so called “single-asset (i.e., the Property) single-borrower (i.e., Borrower)” Securitization, one-half of one

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percent (0.5%) of liquidation proceeds), (v) attorneys fees and expenses and (vi) other fees and expenses in connection with the modification or restructuring of the Loan.

Section 10.23 Joint and Several Liability . If more than one Person has executed this Agreement as “ Borrower ,” the representations, covenants, warranties and obligations of all such Persons hereunder shall be joint and several. The parties hereto acknowledge that the defined term “ Borrower ” has been defined to collectively include each Individual Borrower. It is the intent of the parties hereto in determining whether (a) a breach of a representation or a covenant has occurred, (b) there has occurred a Default or Event of Default, or (c) an event has occurred which would create recourse obligations under Section 10.20 of this Agreement, that any such breach, occurrence or event with respect to any Individual Borrower shall be deemed to be such a breach, occurrence or event with respect to the other Individual Borrower and that both Individual Borrowers need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Individual Borrower.

Section 10.24 Creation of Security Interest . Notwithstanding any other provision set forth in this Agreement, the Note, the Mortgage or any of the other Loan Documents, Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Mortgage and any other Loan Document (including the advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Section 10.25 Special Taxes . Any and all payments by or on account of any obligation of Borrower hereunder and under the other Loan Documents shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges, withholdings, fees or assessments, and all interest, additions to tax, penalties or liabilities with respect thereto (“ Special Taxes ”), except as required by applicable Legal Requirements. If Borrower shall be required by Legal Requirements to deduct or withhold any such Special Taxes from or in respect of any sum payable or withheld hereunder to Lender, the following shall apply: (i) if such Special Tax is an Indemnified Tax, the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions applicable to additional sums payable under this Section 10.25 ), Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) Borrower shall make such deductions or withholdings and (iii) Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Legal Requirements (taking into account any extensions of time for filing made in compliance with applicable Legal Requirements). In addition, Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Legal Requirements any Other Taxes. Borrower shall indemnify the relevant Co-Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 10.25 ) payable or paid by such Co-Lender or required to be withheld or deducted from a payment to such Co-Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by the relevant Co-Lender shall be conclusive absent manifest error. As soon as practicable after payment of any Indemnified Taxes by Borrower to a Governmental

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Authority pursuant to this Section 10.25 , Borrower shall deliver evidence of such payment reasonably satisfactory to the relevant Co-Lender. Any Co-Lender that is entitled to an exemption from, or reduction of, withholding Special Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Co-Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable Legal Requirements or reasonably requested by Borrower as will enable Borrower to determine whether or not such Co-Lender is subject to backup withholding or information reporting requirements. If a Co-Lender, in its sole discretion exercised in good faith, determines that it has received a refund of any Indemnified Taxes, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made or additional amounts paid under this Section with respect to the Special Taxes giving rise to such refund), net of all out-of-pocket expenses (including Special Taxes) of such Co-Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Borrower, upon the request of such Co-Lender, shall repay to such Co-Lender the amount paid over pursuant to this Section 10.25 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Co-Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.25 , in no event will a Co-Lender be required to pay any amount to Borrower pursuant to this Section 10.25 the payment of which would place such Co-Lender in a less favorable net after-Special Tax position than such Co-Lender would have been in if the Special Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Special Tax had never been paid. This Section 10.25 shall not be construed to require any Co-Lender to make available its Special Tax returns (or any other information relating to its Special Taxes that it deems confidential) to Borrower or any other Person.

Section 10.26 Assignments and Participations .

(a) In addition to any other rights of Lender hereunder, the Loan, the Note, the Loan Documents and/or Lender’s rights, title, obligations and interests therein may be sold, assigned, participated or otherwise transferred by Lender and any of its successors and assigns to any Person at any time in its sole and absolute discretion, in whole or in part, whether by operation of Legal Requirements (pursuant to a merger or other successor in interest) or otherwise without notice to or consent from Borrower or any other Person. Upon such assignment, all references to Lender in this Agreement and in any Loan Document (or to an individual assigning Co-Lender in the event an individual Co-Lender makes such assignment rather than an assignment in whole by Lender) shall be deemed to refer to such assignee or successor in interest and such assignee or successor in interest shall thereafter stand in the place of Lender (or in the case of an individual assigning Co-Lender in the event an individual Co-Lender makes such assignment rather than an assignment in whole by Lender, such assignee of or successor in interest to such Co-Lender) in all respects. Except as expressly permitted herein, Borrower may not assign its rights, title, interests or obligations under this Agreement or under any of the Loan Documents.

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(b) Each Co-Lender (or such Co-Lender’s designee, which may include any Servicer or Borrower) as non-fiduciary agent of Borrower, shall maintain a record within the meaning of U.S. Treasury Regulation 5f.103-1(c) that identifies each owner of an interest in the portion of the Loan held by such Co-Lender, including the name and address of the owner, and each owner’s rights to principal and stated interest (the “ Register ”) and shall record all transfers of such interest in the Loan, in such Register. The entries in the Register shall, with respect to such Co-Lender, transferees and Borrower, be conclusive absent manifest error. The parties intend for the Loan to be in registered form for tax purposes, including for purposes of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. Upon request of Borrower and reasonable prior notice, each Co-Lender shall provide to Borrower any information reasonably requested by Borrower that is recorded on such Co-Lender’s Register.

Section 10.27 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.

(a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the respective parties thereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(ii) the effects of any Bail-in Action on any such liability, including, if applicable:

(A) a reduction in full or in part or cancellation of any such liability;

(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(C) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

(b) As used in this Section 10.27 the following terms have the following meanings ascribed thereto: (i) “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution; (ii)“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from

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time to time which is described in the EU Bail-In Legislation Schedule; (iii) “ EEA Financial Institution ” means (x) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (y) any entity established in an EEA Member Country which is a parent of an institution described in clause (x) of this definition, or (x) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (x) or (y) of this definition and is subject to consolidated supervision with its parent; (iv) “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway; (v) “ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution; (vi) “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time; and (vii) “ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 10.28 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

Section 10.29 Set-Off . In addition to any rights and remedies of Lender provided by this Agreement and by law, Lender shall have the right in its sole discretion, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrower; provided however, Lender may only exercise such right during the continuance of an Event of Default. Lender agrees promptly to notify Borrower after any such set-off and application made by Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section 10.30 Intercreditor Agreement . Lender and Current Mezzanine Loan Lender (and New Mezzanine Loan Lender if a New Mezzanine Loan is created pursuant to Section 8.3.2 ) are or will be parties to a certain intercreditor agreement (the “ Intercreditor Agreement ”) memorializing their relative rights and obligations with respect to the Loan, the Current Mezzanine Loan, any New Mezzanine Loan, Borrower, Current Mezzanine Loan Borrower, any New Mezzanine Loan Borrower and the Property. Borrower hereby acknowledges and agrees that (i) such Intercreditor Agreement is intended solely for the benefit of Lender, Current Mezzanine Loan Lender and any New Mezzanine Loan Lender and (ii) neither Borrower, Current Mezzanine Loan Borrower nor any New Mezzanine Loan Borrower is an intended third-party beneficiary of any of the provisions therein and shall not be entitled to rely on any of the provisions contained therein. Neither Lender, Current Mezzanine Loan Lender nor any New Mezzanine Loan Lender shall have any obligation to disclose to Borrower the contents of the

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Intercreditor Agreement. Borrower’s obligations hereunder are independent of such Intercreditor Agreement and remain unmodified by the terms and provisions thereof.

Section 10.31 Deemed Distributions . Borrower represents that any transfer by Lender of Borrower’s funds (whether pursuant to Section 5.4(b) , Section 6.13 or otherwise) to or for the benefit of any Mezzanine Loan Borrower pursuant to this Agreement or any other Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Borrower to Current Mezzanine Loan Borrower (or, if any New Mezzanine Loan exists, from Borrower to New Mezzanine Loan Borrower and (where applicable) from New Mezzanine Loan Borrower to Current Mezzanine Loan Borrower), and shall be treated as such on the books and records of Borrower and Mezzanine Loan Borrower. Borrower agrees that all such distributions shall comply with the requirements of Section 18-607 of the Delaware Limited Liability Company Act. Borrower agrees that no provision herein or in any other Loan Document is intended by Borrower to, nor shall any such provision be construed to create, a debtor-creditor relationship between Borrower and any Mezzanine Loan Borrower or any Mezzanine Loan Lender.

Section 10.32 Contributions and Waivers.

(a) As a result of the transactions contemplated by this Agreement and the other Loan Documents, each Individual Borrower will benefit, directly and indirectly, from the making of the Loan and, in consideration therefor, each Individual Borrower agrees to pay the Debt and perform the Other Obligations. Each Individual Borrower desires to enter into an allocation and contribution agreement among themselves as set forth in this Section to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each of the Borrowers in the event any payment is made by any Individual Borrower hereunder to Lender (such payment being referred to in this Section 10.32 as a “ Contribution ” and, for purposes of this Section, includes any exercise of recourse by Lender against any property of an Individual Borrower and application of proceeds of such property in satisfaction of such Individual Borrower’s obligations, to Lender under the Loan Documents).

(b) In order to provide for a fair and equitable contribution among the Borrowers in the event that any Contribution is made by an Individual Borrower (a “ Funding Borrower ”), such Funding Borrower shall be entitled to a reimbursement contribution (“ Reimbursement Contribution ”) from all other Borrowers with respect to all Contributions made by such Funding Borrower, such that if any Funding Borrower’s Aggregate Payments on any date of determination exceed such Funding Borrower’s Fair Share as of such date, such Funding Borrower shall be entitled to Reimbursement Contributions from all the other Borrowers in an amount sufficient to cause each Funding Borrower’s Aggregate Payments to equal its Fair Share as of such date.

(c) For purposes hereof, “ Fair Share ” means, with respect to a Funding Borrower as of any date of determination, an amount equal to (a) the ratio of (i) the Reimbursement Contribution Amount with respect to such Funding Borrower to (ii) the aggregate of the Reimbursement Contribution Amounts with respect to all Funding Borrowers multiplied by (b) the aggregate Contributions on or before such date by all Funding Borrowers. “ Reimbursement Contribution Amount ” means, with respect to a Funding Borrower as of any date of determination, the maximum aggregate amount of Contributions of such Funding Borrower that would not render its obligations to pay and perform the Obligations subject to

127

avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “ Reimbursement Contribution Amount ” with respect to any Funding Borrower for purposes of this Section 10.32 , any assets or liabilities of such Funding Borrower arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Funding Borrower. “ Aggregate Payments ” means, with respect to a Funding Borrower as of any date of determination, an amount equal to (1) the aggregate amount of all Contributions made on or before such date by such Funding Borrower, minus (2) the aggregate amount of all payments received on or before such date by such Funding Borrower from the other Funding Borrowers as Reimbursement Contributions under this Section 10.32 . The amounts payable as Reimbursement Contributions hereunder shall be determined as of the date on which the related Contribution is made by the applicable Funding Borrower.

(d) Each Individual Borrower acknowledges that the right to Reimbursement Contribution hereunder shall constitute an asset in favor of such Individual Borrower to which such Reimbursement Contribution is owing, subject, however, to the proviso in clause (c) above.

(e) Until the date that is one (1) year and one (1) day after the date that the Debt has been paid and satisfied in full, no Individual Borrower shall (i) assert, collect, sue upon, or enforce all or any part of its right to any Reimbursement Contribution under this Section 10.32 ; (b) commence or join with any other creditors of any Individual Borrower in commencing any bankruptcy, reorganization, receivership or insolvency proceeding against any other Individual Borrower; (c) take, accept, ask for, sue for, receive, set off or demand any payments upon any Reimbursement Contribution; or (d) take, accept, ask for, sue for, receive, demand or allow to be created liens, security interests, mortgages, or pledges of or with respect to any of the assets of any Individual Borrower in favor of or for the benefit of any other Individual Borrower. Nothing contained in this Section shall limit or affect in any way the Obligations of any Individual Borrower to Lender under the Loan Documents.

(f) To the extent permitted by applicable Legal Requirements, each Individual Borrower waives:

(i) any right to require Lender to proceed against any other Individual Borrower or any other Person or to proceed against or exhaust any security held by Lender and granted by the other Individual Borrower or any other Person at any time or to pursue any other remedy in Lender’s power before proceeding against such Individual Borrower;

(ii) any defense based upon any legal disability or other defense of any other Individual Borrower, any guarantor or any other Person or by reason of the cessation or limitation of the liability of any other Individual Borrower, any guarantor or any other Person from any cause other than full payment of all sums payable under the Loan Documents;

(iii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Individual Borrower or any principal of any other Individual Borrower or any defect in the formation of any other Borrower or any principal of any other Individual Borrower;

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(iv) solely in its capacity, if any, as a surety of the payment and performance by the other Individual Borrower of the Obligations, any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

(v) any defense based upon any failure by Lender to obtain collateral from the other Individual Borrower for the indebtedness or failure by Lender to perfect a lien on any collateral owned by the other Individual Borrower;

(vi) solely in its capacity, if any, as a surety of the payment and performance by the other Individual Borrower of the Obligations, presentment, demand, protest and notice of any kind, except, in each case, as is expressly required by the Loan Documents;

(vii) any defense based upon any failure of Lender to give notice of sale or other disposition of any collateral to any other Individual Borrower or to any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral;

(viii) any defense based upon any failure of Lender to comply with Legal Requirements in connection with the sale or other disposition of any collateral of the other Individual Borrower, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral of the other Individual Borrower;

(ix) any defense based upon any use of cash collateral under Section 363 of the Bankruptcy Code;

(x) any defense based upon any agreement or stipulation entered into by Lender with respect to the provision of adequate protection in any bankruptcy proceeding;

(xi) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code;

(xii) any defense based upon the avoidance of any security interest in favor of Lender for any reason;

(xiii) any defense based upon any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the obligations evidenced by the Note or owing under any of the Loan Documents;

(xiv) any defense or benefit based upon such Individual Borrower’s, or any other party’s, designation of the portion of any obligation secured by the Mortgage to be satisfied by any payment from any other Individual Borrower or any such party;

(xv) all rights and defenses based upon any elimination of such Individual Borrower’s rights of subrogation and reimbursement against any other

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Individual Borrower as a result of an election of remedies by Lender or other actions of Lender; and

(xvi) solely in its capacity, if any, as a surety of the payment and performance by the other Individual Borrower of the Obligations, all rights and defenses that such Individual Borrower may have because any of the Debt is secured by real property. This means, among other things (subject to the other terms and conditions of the Loan Documents): (A) Lender may collect from such Individual Borrower without first foreclosing on any real or personal property collateral pledged by any other Individual Borrower, and (B) if Lender forecloses on any real property collateral pledged by any other Borrower, (1) the amount of the Debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (2) Lender may collect from such Individual Borrower even if any other Individual Borrower, by foreclosing on the real property collateral, has destroyed any right such Individual Borrower may have to collect from any other Individual Borrower. This is an unconditional and irrevocable waiver of any rights and defenses such Individual Borrower may have because any of the Debt is secured by real property; and except as may be expressly and specifically permitted herein, any claim or other right which such Individual Borrower might now have or hereafter acquire against any other Individual Borrower or any other Person that arises from the existence or performance of any obligations under the Loan Documents, including any of the following: (i) any right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (ii) any right to participate in any claim or remedy of Lender against any other Individual Borrower or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law.

(g) Each Individual Borrower hereby restates and makes the waivers made by Guarantor in the Guaranty for the benefit of Lender. Such waivers are hereby incorporated by reference as if fully set forth herein (and as if applicable to each Individual Borrower) and shall be effective for all purposes under the Loan (including, without limitation, in the event that any Individual Borrower is deemed to be a surety or guarantor of the Debt (by virtue of each Individual Borrower being co-obligors and jointly and severally liable hereunder, by virtue of each Individual Borrower encumbering its interest in the Property for the benefit or debts of the other Individual Borrower in connection herewith or otherwise)).

Section 10.33 Co-Lenders.

(a) Borrower hereby acknowledges and agrees that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, each of Borrower and Guarantor shall be required to obtain the consent and approval of each Co-Lender and all copies of documents, reports, requests and other delivery obligations of Borrower and Guarantor required hereunder shall be delivered by Borrower and Guarantor to each Co‑Lender; provided, however, prior to a Securitization of the Loan, Borrower shall be entitled to rely on communications or acts of the Servicer appointed by the Co-Lenders with respect to any rights, waivers or approvals by Lender required or permitted by Lender pursuant to this Agreement, the other Loan Documents or by applicable Legal Requirements.

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(b) Each Co-Lender agrees that, prior to the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Deutsche Bank as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Deutsche Bank draws upon any such Letter of Credit, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, deposit the proceeds into the Deposit Account (or into one or more of the Accounts) in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Deutsche Bank to, and Deutsche Bank hereby agrees to, assign to the Trustee all of Deutsche Bank’s right, title and interest in and to each Letter of Credit issued in accordance with the terms of this Agreement that is then in Deutsche Bank’s possession, whereupon, without any further action by any of the Co-Lenders, Deutsche Bank shall be released from any and all liability relating in any way to such Letter(s) of Credit.

(c) (i) The liabilities of Lender shall be several and not joint, (ii) no Co-Lender shall be responsible for the obligations of any other Co-Lender, and (iii) each Co-Lender shall be liable to Borrower only for its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share.

(d) Each Co-Lender agrees that it has, independently and without reliance on any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower, Guarantor and their respective Affiliates and decision to enter into this Agreement and that it will, independently and without reliance upon any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

(e) With respect to the enforcement of the rights and remedies of Lender under the Loan Documents upon the occurrence and during the continuance of an Event of Default, if at such time there are multiple Co-Lenders holding the Loan, then either:

(i) the Co-Lenders shall exercise such rights and remedies jointly together, or

(ii) the Co-Lenders shall designate from time to time, such designations to be made from time to time in the Co-Lenders’ sole and absolute discretion, one or more servicers or agents (which may be a Co-Lender, applicable servicer or other agent designated by Lender) that shall exercise such rights and remedies under the Loan Documents on behalf of Lender (and all Co-Lenders) such that, with respect to any exercise of applicable rights and remedies at any given time, there shall be a single servicer or agent exercising such rights and remedies as or on behalf of Lender notwithstanding that there may be multiple Co-Lenders holding the Loan.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

LENDER:

DEUTSCHE BANK AG, NEW YORK

BRANCH


By:	/s/ ALEXIS BLOCK Name: Alexis Block Title: Director


By:	/s/ STEPHEN H CHOE Name: Stephen H Choe Title: Managing Director

[SIGNATURES CONTINUE ON FOLLOWING PAGE]



	Signature Page	Loan Agreement

BARCLAYS BANK PLC


By:	/s/ SPENCER KAGAN Name: Spencer Kagan Title: Authorized Signatory

[SIGNATURES CONTINUE ON FOLLOWING PAGE]



	Signature Page	Loan Agreement

BORROWER:

MAGUIRE PROPERTIES-555 W. FIFTH

MEZZ I, LLC,

a Delaware limited liability company


By:	/s/ JASON KIRSCHNER Name: Jason Kirschner Title: Senior Vice President, Finance

[SIGNATURES CONTINUE ON FOLLOWING PAGE]



	Signature Page	Loan Agreement

MAGUIRE PROPERTIES - 350 S.

FIGUEROA, LLC,

a Delaware limited liability company


By:	/s/ JASON KIRSCHNER Name: Jason Kirschner Title: Senior Vice President, Finance



	Signature Page	Loan Agreement

SCHEDULE I

RENT ROLL

(Attached)

Sch. I-1

SCHEDULE II

Reserved

Sch. II-1

SCHEDULE III

ORGANIZATIONAL CHART

(Attached)

Sch. III-1

SCHEDULE IV

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Sch. IV-1

SCHEDULE V

DEFINITION OF SPECIAL PURPOSE BANKRUPTCY REMOTE ENTITY

Each Individual Borrower hereby represents and warrants to, and covenants with, Lender that since the date of its formation and at all times on and after the date hereof and until such time as the Obligations shall be paid and performed in full:

(a) Such Individual Borrower (i) has been, is, and will be organized solely for the purpose of acquiring, developing, redeveloping, improving, renovating, refurbishing, building upon, rehabilitating, altering, licensing, repairing, managing, operating, renting, leasing, maintaining, financing, refinancing, mortgaging, encumbering, selling, transferring, exchanging, and otherwise dealing with and disposing of all or any portion of such Individual Borrower’s Individual Property, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, and (ii) has not owned, does not own, and will not own any asset or property other than (A) the Individual Property owned by such Individual Borrower, and (B) incidental personal property necessary for the ownership or operation of such Individual Property.

(b) Such Individual Borrower has not engaged and will not engage in any business other than the ownership, management and operation of the Individual Property owned by such Individual Borrower and such Individual Borrower will conduct and operate its business as presently conducted and operated.

(c) Such Individual Borrower has not and will not enter into any contract or agreement with any Affiliate of such Individual Borrower, except in the ordinary course of business and upon terms and conditions that are intrinsically fair, commercially reasonable, and substantially similar to those that would be available on an arms-length basis with third parties other than any such party, provided that this provision shall not be applicable to agreements between the two Individual Borrowers relating to the Property.

(d) Such Individual Borrower has not incurred and will not incur any Indebtedness other than Permitted Indebtedness and the Prior Loan.

(e) Such Individual Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), and has not and shall not acquire obligations or securities of its Affiliates (other than the joint and several obligations of the Individual Borrowers under the Loan Documents).

(f) Such Individual Borrower has been, is, and intends to remain solvent and such Individual Borrower has paid and intends to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets; provided that revenues from the operation of such Individual Borrower’s Individual Property are sufficient to enable it to do so; and provided, further the foregoing shall not require any direct or indirect member, partner or shareholder of such Individual Borrower to make any additional capital contributions to such Individual Borrower.

Sch. V-1

(g) Such Individual Borrower has done or caused to be done, and will do, all things necessary to observe organizational formalities and preserve its existence, and such Individual Borrower has not, will not (i) terminate or fail to comply with the provisions of its organizational documents, or (ii) unless (A) Lender has consented and (B) following a Securitization of the Loan, the applicable Rating Agencies have issued a Rating Agency Confirmation, amend, modify or otherwise change its operating agreement or other organizational documents.

(h) Such Individual Borrower has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any other Person; such Individual Borrower’s assets will not be listed as assets on the financial statement of any other Person; it being understood that such Individual Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Individual Borrower, and (ii) such assets shall be listed on such Individual Borrower’s own separate balance sheet; and such Individual Borrower will file its own tax returns separate from those of any other Person, except to the extent that such Individual Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law. Such Individual Borrower has maintained and shall maintain its books, records, resolutions and agreements in accordance with this Agreement.

(i) Such Individual Borrower has been, will be, and at all times has held and will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate of such Individual Borrower or any constituent party of such Individual Borrower (recognizing that such Individual Borrower may be treated as a “disregarded entity” for tax purposes and may not be required to file tax returns for tax purposes under applicable law)), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or department or part of the other and shall, to the extent reasonably necessary for the operation of its business, maintain and utilize separate stationery, invoices and checks bearing its own name.

(j) Such Individual Borrower has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided that revenues from the operation of such Individual Borrower’s Individual Property are sufficient to enable it to do so; and provided further that the foregoing shall not require any direct or indirect member, partner or shareholder of such Individual Borrower to make any additional capital contributions to such Individual Borrower.

(k) Neither such Individual Borrower nor any constituent party of such Individual Borrower has sought or will seek or effect the liquidation, dissolution, winding up, consolidation or merger, in whole or in part, of such Individual Borrower.

(l) Except with respect to another Individual Borrower, such Individual Borrower has not and will not commingle the funds and other assets of such Individual Borrower with those of any Affiliate or constituent party or any other Person, and has held and will hold all of its assets in its own name.

Sch. V-2

(m) Such Individual Borrower has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person.

(n) Except with respect to the other Individual Borrower, such Individual Borrower has not and will not assume or guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person.

(o) The organizational documents of such Individual Borrower shall provide that the business and affairs of such Individual Borrower shall be (A) managed by or under the direction of a board of one or more directors designated by such Individual Borrower’s sole member (the “ Sole Member ”) or (B) a committee of managers designated by Sole Member (a “ Committee ”) or (C) by Sole Member, and at all times there shall be at least two (2) duly appointed Independent Directors or Independent Managers. In addition, the organizational documents of such Individual Borrower shall provide that no Independent Director or Independent Manager (as applicable) of such Individual Borrower may be removed or replaced without Cause and unless such Individual Borrower provides Lender with not less than three (3) Business Days’ prior written notice of (a) any proposed removal of an Independent Director or Independent Manager (as applicable), together with a statement as to the reasons for such removal, and (b) the identity of the proposed replacement Independent Director or Independent Manager, as applicable, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director or Independent Manager (as applicable).

(p) The organizational documents of such Individual Borrower shall also provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” provisions of such organizational documents.

(q) The organizational documents of such Individual Borrower shall provide that the board of directors, the Committee or Sole Member (as applicable) of such Individual Borrower shall not take any action which, under the terms of any certificate of formation, limited liability company operating agreement or any voting trust agreement, requires an unanimous vote of the board of directors (or the Committee as applicable) of such Individual Borrower unless at the time of such action there shall be (A) at least two (2) members of the board of directors (or the Committee as applicable) who are Independent Directors or Independent Managers, as applicable (and such Independent Directors or Independent Managers, as applicable, have participated in such vote) or (B) if there is no board of directors or Committee, then such Independent Managers shall have participated in such vote. The organizational documents of such Individual Borrower shall provide that such Individual Borrower will not and such Individual Borrower agrees that it will not, without the unanimous written consent of its board of directors, its Committee or its Sole Member (as applicable), including, or together with, the Independent Directors or Independent Managers (as applicable) (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (ii) seek or consent to the appointment of a receiver, liquidator or any similar official of such Individual Borrower or a substantial part of its business, (iii) take any action that might cause such entity to become

Sch. V-3

insolvent, (iv) make an assignment for the benefit of creditors, (v) admit in writing its inability to pay debts generally as they become due, (vi) declare or effectuate a moratorium on the payment of any obligations, or (vii) take any action in furtherance of the foregoing. Such Individual Borrower shall not take any of the foregoing actions without the unanimous written consent of its board of directors, its Committee or its Sole Member, as applicable, including (or together with) all Independent Directors or Independent Managers, as applicable. In addition, the organizational documents of such Individual Borrower shall provide that, when voting with respect to any matters set forth in the immediately preceding sentence of this clause (q) , the Independent Directors or Independent Managers (as applicable) shall consider only the interests of Borrower, including its creditors. Without limiting the generality of the foregoing, such documents shall expressly provide that, to the greatest extent permitted by law, except for duties to such Individual Borrower (including duties to the members of such Individual Borrower solely to the extent of their respective economic interest in such Individual Borrower and to such Individual Borrower’s creditors as set forth in the immediately preceding sentence), such Independent Directors or Independent Managers (as applicable) shall not owe any fiduciary duties to, and shall not consider, in acting or otherwise voting on any matter for which their approval is required, the interests of (i) the members of such Individual Borrower, (ii) other Affiliates of such Individual Borrower, or (iii) any group of Affiliates of which such Individual Borrower is a part); provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing.

(r) The organizational documents of such Individual Borrower shall provide that, as long as any portion of the Obligations remains outstanding, upon the occurrence of any event that causes Sole Member to cease to be a member of such Individual Borrower (other than (i) upon an assignment by Sole Member of all of its limited liability company interest in such Individual Borrower and the admission of the transferee, if permitted pursuant to the organizational documents of such Individual Borrower and the Loan Documents, or (ii) the resignation of Sole Member and the admission of an additional member of such Individual Borrower, if permitted pursuant to the organizational documents of such Individual Borrower and the Loan Documents), each of the persons acting as an Independent Director or Independent Manager (as applicable) of such Individual Borrower shall, without any action of any Person and simultaneously with Sole Member ceasing to be a member of such Individual Borrower, automatically be admitted as members of such Individual Borrower (in each case, individually, a “ Special Member ” and collectively, the “ Special Members ”) and shall preserve and continue the existence of such Individual Borrower without dissolution. The organizational documents of such Individual Borrower shall further provide that for so long as any portion of the Obligations is outstanding, no Special Member may resign or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to such Individual Borrower as a Special Member, and (ii) such successor Special Member has also accepted its appointment as an Independent Director or Independent Manager (as applicable).

(s) The organizational documents of such Individual Borrower shall provide that, as long as any portion of the Obligations remains outstanding, except as expressly permitted pursuant to the terms of this Agreement, (i) Sole Member may not resign, and (ii) no additional member shall be admitted to such Individual Borrower.

Sch. V-4

(t) The organizational documents of such Individual Borrower shall provide that, as long as any portion of the Obligations remains outstanding: (i) such Individual Borrower shall be dissolved, and its affairs shall be wound up, only upon the first to occur of the following: (A) the termination of the legal existence of the last remaining member of such Individual Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of such Individual Borrower in such Individual Borrower unless the business of such Individual Borrower is continued in a manner permitted by its operating agreement or the Delaware Limited Liability Company Act (the “ Act ”), or (B) the entry of a decree of judicial dissolution under Section 18-802 of the Act; (ii) upon the occurrence of any event that causes the last remaining member of such Individual Borrower to cease to be a member of such Individual Borrower or that causes Sole Member to cease to be a member of such Individual Borrower (other than (A) upon an assignment by Sole Member of all of its limited liability company interest in such Individual Borrower and the admission of the transferee, if permitted pursuant to the organizational documents of such Individual Borrower and the Loan Documents, or (B) the resignation of Sole Member and the admission of an additional member of such Individual Borrower, if permitted pursuant to the organizational documents of such Individual Borrower and the Loan Documents), to the fullest extent permitted by law, the personal representative of such last remaining member shall be authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in such Individual Borrower, agree in writing (I) to continue the existence of such Individual Borrower, and (II) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of such Individual Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in such Individual Borrower; (iii) the bankruptcy of Sole Member or a Special Member shall not cause such Sole Member or Special Member, respectively, to cease to be a member of such Individual Borrower and upon the occurrence of such an event, the business of such Individual Borrower shall continue without dissolution; (iv) in the event of the dissolution of such Individual Borrower, such Individual Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of such Individual Borrower in an orderly manner), and the assets of such Individual Borrower shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by law, each of Sole Member and the Special Members shall irrevocably waive any right or power that they might have to cause such Individual Borrower or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of such Individual Borrower, to compel any sale of all or any portion of the assets of such Individual Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of such Individual Borrower.

(u) Such Individual Borrower shall conduct its business so that the assumptions made with respect to such Individual Borrower in the Insolvency Opinion shall be true and correct in all respects. In connection with the foregoing, such Individual Borrower hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding such Individual Borrower or any other Person) set forth in the Insolvency Opinion, (ii) all of the representations, warranties and covenants on this Schedule V , and (iii) all of the organizational documents of such Individual Borrower.

Sch. V-5

(v) Such Individual Borrower has not permitted and will not permit any Affiliate or constituent party independent access to its bank accounts, other than (x) Manager, as agent for such Individual Borrower, in accordance with the provisions of the Management Agreement and (y) the other Individual Borrower.

(w) Such Individual Borrower has paid and intends to pay its own liabilities and expenses, including the salaries of its own employees (if any) from its own funds or the funds of the other Individual Borrower, and has maintained and shall maintain a sufficient number of employees (if any) in light of its contemplated business operations; provided that revenues from the operation of the such Individual Borrower’s Individual Property are sufficient to enable it to do so; and provided, further the foregoing shall not require any direct or indirect member, partner or shareholder of such Individual Borrower to make any additional capital contributions to such Individual Borrower.

(x) Such Individual Borrower has compensated and shall compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets or the assets of the other Individual Borrower all obligations of any kind incurred; provided that revenues from the operation of the such Individual Borrower’s Individual Property are sufficient to enable it to do so; and provided, further the foregoing shall not require any direct or indirect member, partner or shareholder of such Individual Borrower to make any additional capital contributions to such Individual Borrower.

(y) Such Individual Borrower has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including shared office space, provided that no allocation shall need to be made between the two Individual Borrowers.

(z) Except in connection with the Loan, such Individual Borrower has not pledged and will not pledge its assets for the benefit of any other Person.

(aa) Such Individual Borrower has and will have no obligation to indemnify its officers, directors, members or Special Members, as the case may be, or has such an obligation that is fully subordinated to the Debt and will not constitute a claim against it if cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation.

(ab) Such Individual Borrower has not, does not, and will not have any of its obligations guaranteed by any Affiliate (other than from (x) the Guarantor with respect to the Loan or (y) the other Individual Borrower).

(ac) All statements, representations and certifications contained in the Recycled Entity Certificate delivered by such Individual Borrower to Lender on the Closing Date are true and correct.

(ad) with respect to the Prior Loan:

(i) the Prior Loan has been satisfied in full on or prior to the Closing Date;

Sch. V-6

(ii) neither Borrower Prior Loan (other than environmental and other limited and customary indemnity obligations); and

(iii) all collateral and security for the Prior Loan has been released on or prior to the Closing Date.

As used herein:

“ Cause ” shall mean, with respect to an Independent Director or Independent Manager, (i) acts or omissions by such Independent Director or Independent Manager, as applicable, that constitute willful disregard of, or gross negligence with respect to, such Independent Director’s or Independent Manager’s, as applicable, duties, (ii) such Independent Director or Independent Manager, as applicable, has engaged in or has been charged with or has been indicted or convicted for any crime or crimes of fraud or other acts constituting a crime under any law applicable to such Independent Director or Independent Manager, as applicable, (iii) such Independent Director or Independent Manager, as applicable, has breached its fiduciary duties of loyalty and care as and to the extent of such duties in accordance with the terms of Borrower’s organizational documents, (iv) there is a material increase in the fees charged by such Independent Director or Independent Manager, as applicable, or a material change to such Independent Director’s or Independent Manager’s, as applicable, terms of service, (v) such Independent Director or Independent Manager, as applicable, is unable to perform his or her duties as Independent Director or Independent Manager, as applicable, due to death, disability or incapacity, or (vi) such Independent Director or Independent Manager, as applicable, no longer meets the definition of Independent Director or Independent Manager, as applicable.

“ Independent Director ” or “ Independent Manager ” shall mean a natural person selected by such Individual Borrower (a) with prior experience as an independent director, independent manager or independent member, (b) with at least three (3) years of employment experience, (c) who is provided by a Nationally Recognized Service Company, (d) who is duly appointed as an Independent Director or Independent Manager and is not, will not be while serving as Independent Director or Independent Manager (except pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Director or Independent Manager to become a “special member” upon the last remaining member of Borrower ceasing to be a member of such Individual Borrower) and shall not have been at any time during the preceding five (5) years, any of the following:


(iii)	a stockholder, director (other than as an Independent Director), officer, employee, partner, attorney or counsel of such Individual Borrower, any Affiliate of such Individual Borrower or any direct or indirect parent of such Individual Borrower;


(iv)	a customer, supplier or other Person who derives any of its purchases or revenues from its activities with such Individual Borrower or any Affiliate of such Individual Borrower;


(v)	a Person or other entity Controlling or under Common Control with any such stockholder, partner, customer, supplier or other Person described in clause (i) or clause (ii) above; or

Sch. V-7


(vi)	a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other Person described in clause (i) or clause (ii) above.

A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the Independent Director or Independent Manager of a “special purpose entity” affiliated with such Individual Borrower shall be qualified to serve as an Independent Director or Independent Manager of such Individual Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of such Individual Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual's annual income for that year.

A natural person who satisfies the foregoing definition other than clause (ii) shall not be disqualified from serving as an Independent Director or Independent Manager of such Individual Borrower if such individual is an independent director, independent manager or special manager provided by a Nationally Recognized Service Company that provides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of its business.

“ Nationally Recognized Service Company ” shall mean any of CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, National Corporate Research, Ltd., United Corporate Services, Inc., Independent Member Services LLC or such other nationally recognized company that provides independent director, independent manager or independent member services and that is reasonably satisfactory to Lender, in each case that is not an Affiliate of Borrower and that provides professional independent directors and other corporate services in the ordinary course of its business.

Sch. V-8

SCHEDULE VI

REQUIRED REPAIRS

Sch. VI-1

SCHEDULE VII

RESERVED

Sch. VII-1

SCHEDULE VIII

OUTSTANDING APPROVED LEASING EXPENSES

Sch. VIII-1

SCHEDULE IX

FREE RENT AMOUNTS

Sch. IX-1

SCHEDULE X

RATABLE SHARE


1.	Deutsche Bank: 80.00%


2.	Barclays: 20.00%

Sch. X-1

SCHEDULE XI

PRE-APPROVED UNAFFILIATED QUALIFIED PARKING MANAGERS


1.	SP Plus


2.	ImPark


3.	Propark


4.	Ace Parking

Sch. XI-1

EXHIBIT A-1

350 S. FIGUEROA PROPERTY LEGAL DESCRIPTION

PARCEL 1:

LOT 1 OF TRACT NO. 21464, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 795, PAGES 78 AND 79 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT PARCEL BH-LL, AS SHOWN ON THE PLAT ATTACHED AND MADE A PART OF THE AMENDED AND RESTATED DECLARATION OF ESTABLISHMENT OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS, EXECUTED BY BUNKER HILL CENTER ASSOCIATES, A PARTNERSHIP, DATED JULY 10, 1972 AND RECORDED JULY 12, 1972 AS INSTRUMENT NO. 668, IN BOOK D-5528, PAGE 518 OF OFFICIAL RECORDS.

ALSO EXCEPT PARCEL BH-3-B, BH-2-B, BH-1-B, BH-GR, BH-GR-1, BH-2-L, BH-2-L(R) AND BH-3-L, AS SHOWN ON THE PLAT ATTACHED AND MADE A PART OF THE AMENDED AND RESTATED DECLARATION OF ESTABLISHMENT OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS, EXECUTED BY BUNKER HILL CENTER ASSOCIATES, A PARTNERSHIP, DATED JULY 10, 1972 AND RECORDED JULY 12, 1972 AS INSTRUMENT NO. 668, IN BOOK D-5528, PAGE 518 OF OFFICIAL RECORDS.

ALSO EXCEPT THEREFROM THAT PORTION THEREOF INCLUDED WITHIN FLOWER STREET, FOURTH STREET, FIGUEROA STREET AND THIRD STREET, WHICH WOULD PASS WITH A LEGAL CONVEYANCE DESCRIBING SAID LAND, AS EXCEPTED AND RESERVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CALIFORNIA, A PUBLIC BODY, CORPORATE AND POLITIC, IN DEED RECORDED FEBRUARY 26, 1971 AS INSTRUMENT NO. 392, IN BOOK D-4980, PAGE 372 OF OFFICIAL RECORDS.

ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPENINGS OF ANY WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS RECORDED AUGUST 07, 1959 AS INSTRUMENT NO. 2893, IN BOOK M-335, PAGE 106 OF OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEEDS RECORDED AUGUST 07, 1961 AS INSTRUMENT NO. 1641; SEPTEMBER 15, 1961 AS INSTRUMENT NO. 2017; SEPTEMBER 15, 1961 AS INSTRUMENT NO. 2020; SEPTEMBER 25, 1961 AS INSTRUMENT NO. 1595; OCTOBER 04, 1961 AS INSTRUMENT NO. 1825; OCTOBER 16, 1961 AS INSTRUMENT NO. 2564; NOVEMBER 24, 1961 AS INSTRUMENT NO. 1680;

Ex. A-1-1

SEPTEMBER 05, 1962 AS INSTRUMENT NO. 1528; JANUARY 15, 1963 AS INSTRUMENT NO. 1770; JANUARY 15, 1963 AS INSTRUMENT NO. 1771; AUGUST 03, 1964 AS INSTRUMENT NO. 1271; AUGUST 21, 1964 AS INSTRUMENT NO. 1671; AUGUST 25, 1964 AS INSTRUMENT NO. 1258, AND SEPTEMBER 16, 1964 AS INSTRUMENT NO. 1311, ALL OF OFFICIAL RECORDS.

PARCEL 2:

EASEMENTS AS SET FORTH IN AN INSTRUMENT ENTITLED “AMENDED AND RESTATED DECLARATION OF ESTABLISHMENT OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS” EXECUTED BY BUNKER HILL CENTER ASSOCIATES, A PARTNERSHIP COMPOSED OF BOISE CASCADE HOME & LAND CORPORATION, KENFIELD E. KENNEDY, HOWARD L. MATLOW, EDWARD RICE AND CONRAD BUILDING SYSTEMS, INC., DATED JULY 10, 1972 AND RECORDED JULY 12, 1972 AS INSTRUMENT NO. 668, IN BOOK D-5528, PAGE 518 OF OFFICIAL RECORDS.

APN: 5151-011-021 (AFFECTS LOT SB-3-B OF PARCEL 1)

5151-011-023 (AFFECTS LOT SB-2-B OF PARCEL 1)

5151-011-025 (AFFECTS LOT SB-1-B OF PARCEL 1)

5151-011-028 (AFFECTS LOT SB-GR OF PARCEL 1)

5151-011-031 (AFFECTS LOT SB-2-L(R) OF PARCEL 1)

5151-011-032 (AFFECTS LOT SB-2-L OF PARCEL 1)

5151-011-035 (AFFECTS PORTION OF SAID PARCEL 1)

Ex. A-1-2

EXHIBIT A-2

555 W. FIFTH PROPERTY LEGAL DESCRIPTION

PARCEL 1:

THE NORTHWESTERLY 41 FEET OF LOT 2 IN BLOCK 107 OF BELLVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGE 585 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2:

THE SOUTHEASTERLY 124 FEET OF LOT 2 IN BLOCK 107 OF BELLVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGE 585 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3:

LOT 3 IN BLOCK 107 OF BELLVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGE 585 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4:

LOT “A” OF TRACT NO. 4711, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE 1 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH ALL RIGHTS, TITLE AND INTEREST IN AND TO THAT PORTION OF THE SOUTHEASTERLY HALF OF GRAND AVENUE, AS SHOWN ON SAID MAP OF TRACT NO. 4711, WHICH ADJOINS SAID LOT “A” ON THE NORTHWEST AND IN AND TO THAT PORTION OF THE NORTHEASTERLY HALF OF FIFTH STREET, AS SHOWN ON SAID MAP OF TRACT NO. 4711, WHICH ADJOINS SAID LOT "A" ON THE SOUTHWEST, WHICH WOULD PASS WITH A CONVEYANCE OF SAID LOT “A”.

EXCEPTING THEREFROM THAT PORTION OF THE SOUTHEAST HALF OF GRAND AVENUE, LYING NORTHEASTERLY OF THE SOUTHWEST PROLONGATION OF THE SOUTHWESTERLY LINE OF LOT 1 OF H. W. MILLS SUBDIVISION, AS PER MAP RECORDED IN BOOK 37, PAGE 62 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Ex. A-2-1

ALSO EXCEPTING THEREFROM ALL URANIUM AND OTHER FISSIONABLE MATERIAL, ALL OIL, GAS, PETROLEUM, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES AND OTHER MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER WHETHER SIMILAR TO THESE HEREIN SPECIFIED OR NOT; WITHIN OR UNDERLYING OR WHICH MAY BE PRODUCED FROM THAT PORTION OF THE FOLLOWING DESCRIBED REAL PROPERTY, WHICH LIES BELOW A PLANE PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF SAID LAND, WITHOUT, HOWEVER, THE RIGHT TO ENTER UPON THE SURFACE OR SUBSURFACE TO A DEPTH OF A DEPTH OF 500 FEET BELOW SAID SURFACE, FOR ANY PURPOSE WHATSOEVER, AS GRANTED TO SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION, TO ASSOCIATED SOUTHERN INVESTMENT COMPANY, A CORPORATION, BY DEED RECORDED APRIL 22, 1969 IN BOOK M-3194, PAGE 210 OF OFFICIAL RECORDS.

PARCEL 5:

LOT “A” OF TRACT NO. 791, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16, PAGE 41 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 6: INTENTIONALLY DELETED.

PARCEL 7:

A NON-EXCLUSIVE EASEMENT TO CONSTRUCT, REPAIR AND MAINTAIN THE SUPPORT SYSTEM AND SUBSTRUCTURE, AS MORE PARTICULARLY DEFINED IN, AND SUBJECT TO AND UPON THE TERMS AND CONDITIONS OF, THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT DATED AS OF JUNE 01, 1989, RECORDED APRIL 05, 1990 AS INSTRUMENT NO. 90-655583 OF OFFICIAL RECORDS.

APN: 5149-029-013

Ex. A-2-2

EXHIBIT B

Secondary Market Transaction Information


(A)	Any proposed program for the renovation, improvement or development of the Property, or any part thereof, including the estimated cost thereof and the method of financing to be used.


(B)	The general competitive conditions to which the Property is or may be subject.


(C)	Management of the Property.


(D)	Occupancy rate expressed as a percentage for each of the last five years.


(E)	Principal business, occupations and professions carried on in, or from the Property.


(F)	Number of Tenants occupying 10% or more of the total rentable square footage of the Property and principal nature of business of such Tenant, and the principal provisions of the leases with those Tenants including, but not limited to: rental per annum, expiration date, and renewal options.


(G)	The average effective annual rental per square foot or unit for each of the last three years prior to the date of filing.


(H)	Schedule of the lease expirations for each of the ten years starting with the year in which the registration statement is filed (or the year in which the prospectus supplement is dated, as applicable), stating:


(1)	The number of Tenants whose leases will expire.


(2)	The total area in square feet covered by such leases.


(3)	The annual rental represented by such leases.


(4)	The percentage of gross annual rental represented by such leases.

Ex. B-1

EXHIBIT C

Form of Contribution Agreement

FORM OF CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “ Agreement ”) is executed as of ____________, _____ by [____________________] , a [____________________], having an address at [____________________] (“ Contribution Party ”), for the benefit of MAGUIRE PROPERTIES–555 W. FIFTH, LLC , a Delaware limited liability company and MAGUIRE PROPERTIES – 350 S. FIGUEROA, LLC , a Delaware limited liability company, each having an office at having an address at c/o Brookfield Office Properties, 250 Vesey Street, 15 ^th Floor, New York, New York 10281 (individually and collectively, as applicable, “ Borrower ”).

W I T N E S S E T H:

A. Pursuant to that certain Loan Agreement, dated July 11, 2016 (as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time, the “ Loan Agreement ”), between Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH , a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (together with its successors and assigned, “ DB ”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005 and BARCLAYS BANK PLC , a public limited company registered in England and Wales (together with its successors and assigns, “ Barclays ” and together with DB, collectively, “ Lender ”), having an address at 745 Seventh Avenue, New York, New York 10019, Borrower has become indebted to Lender in the original principal amount of Three Hundred Nineteen Million and No/100 Dollars ($319,000,000.00) (together with all renewals, modifications, increases and extensions thereof, the “ Loan ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

B. Contribution Party, at its election, has provided or arranged for the provision of the letters of credit (the “ Letters of Credit ”) described on Annex A hereto (collectively, together with any payments or draws thereon and any payments on account of reimbursement obligations with respect to letters of credit, the “ Contributions ” ), and in connection therewith Contribution Party has agreed to execute and deliver this Agreement; and

C. Contribution Party is the owner of direct or indirect interests in Borrower, and Contribution Party has directly benefitted from Lender’s making the Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to extend such additional credit as Lender may from time to time agree to extend under the Loan Agreement and the other Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

Ex. C-1

ARTICLE 1

CONTRIBUTIONS

Section 1.1 Contribution . Contribution Party hereby irrevocably and unconditionally acknowledges and agrees with and for the benefit of Borrower, on behalf of itself and any of Contribution Party’ subsidiaries that own a direct or indirect interest in Borrower (each, an “Intervening Subsidiary”), that the execution and delivery of each Letter of Credit constitutes a capital contribution to the equity of Borrower, and that each and every Contribution shall constitute a direct or indirect capital contribution to the equity of Borrower. Accordingly, Borrower shall have no reimbursement obligations to Contributing Party or any Intervening Subsidiary with respect to any such Letter of Credit and neither Contributing Party nor any Intervening Subsidiary shall have any claims as a creditor of Borrower on account of any amounts paid by the Contributing Party or any Intervening Subsidiary under any such Letter of Credit.

ARTICLE 2

MISCELLANEOUS

Section 2.1 Waiver . No failure to exercise, and no delay in exercising, on the part of any party hereto, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of each party hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Agreement, nor any consent to any departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 2.2 Governing Law; Jurisdiction; Service of Process .

(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY AND ACCEPTED BY EACH PARTY IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION RELATED HERETO, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS EXCEPT PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND/OR

Ex. C-2

THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND EACH PARTY WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND CONTRIBUTION PARTY AND, BY ITS ACCEPTANCE HEREOF, EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. EACH PARTY AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY AT THE ADDRESS SET FORTH HEREIN AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO SUCH PARTY IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON CONTRIBUTION PARTY IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. EACH PARTY (I) SHALL GIVE PROMPT NOTICE TO THE OTHER OF ANY CHANGE IN THE ADDRESS FOR CONTRIBUTION PARTY SET FORTH HEREIN, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK, AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF ANY PARTY CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST SUCH PARTY IN ANY OTHER JURISDICTION.

Section 2.3 Invalid Provisions . If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 2.4 Third-Party Beneficiaries . The provisions of this Agreement are solely for the benefit of the parties hereto and the Lender, and their respective successors and assigns, including any subsequent holders of the Loan, and such Persons shall have the right to enforce the relevant provisions of this Agreement. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim under or in respect of this Agreement

Ex. C-3

Section 2.5 Amendments . This Agreement may be amended only by an instrument in writing executed by the party(ies) against whom such amendment is sought to be enforced which is consented to by the Lender (or, if different, the subsequent holder of the Loan).

Section 2.6 Parties Bound; Assignment . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs and legal representatives.

Section 2.7 Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Agreement.

Section 2.8 Recitals . The recitals and introductory paragraphs hereof are a part hereof, form a basis for this Agreement and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 2.9 Counterparts . To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 2.10 Entirety . THIS AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT IS INTENDED BY THE PARTIES HERETO AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS AGREEMENT, AND NO COURSE OF DEALING BETWEEN THE PARTIES HERETO, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.

Section 2.11 Waiver of Right To Trial By Jury . EACH PARTY BY ITS ACCEPTANCE HEREOF, AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY AND

Ex. C-4

IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

[NO FURTHER TEXT ON THIS PAGE]

Ex. C-5

IN WITNESS WHEREOF, Contribution Party has executed this Agreement as of the day and year first above written.

CONTRIBUTION PARTY :

[__________________________________]

a [________________________________]

By:    _______________________________
    Name:
    Title:

Ex. C-6

MAGUIRE PROPERTIES-555 W. FIFTH, LLC,

a Delaware limited liability company

By: ___________________________________
Name:
Title:

MAGUIRE PROPERTIES - 350 S. FIGUEROA,

LLC, a Delaware limited liability company

By: ___________________________________
Name:
Title:

Ex. C-7

Annex A

(to Exhibit C)

Ex. C-8

EXHIBIT D

Form of Non-Disturbance Agreement

After recording return to:

Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

Attention: Charles E. Schrank, Esq.

______________________________________________________________________________

This SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (the “ Agreemen t”) is dated as of _____________, 20__ and is by and among DEUTSCHE BANK AG, NEW YORK BRANCH , a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (together with its successors and assigned, “ DB ”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005 and BARCLAYS BANK PLC , a public limited company registered in England and Wales (together with its successors and assigns, “ Barclays ” and together with DB, collectively, “ Lender ”), having an address at 745 Seventh Avenue, New York, New York 10019,

[ MAGUIRE PROPERTIES–555 W. FIFTH, LLC , a Delaware limited liability company][ MAGUIRE PROPERTIES – 350 S. FIGUEROA, LLC , a Delaware limited liability company], having an office at having an address at c/o Brookfield Office Properties, 250 Vesey Street, 15 ^th Floor, New York, New York 10281 (“ Landlord ”), and __________________________, a ____________________________________, having an office at ________________________ (“ Tenant ”).

WHEREAS, Lender has made or intends to make a loan to Landlord (the “ Loan ”), which Loan shall be evidenced by one or more promissory notes (collectively, as the same may be amended, modified, restated, severed, consolidated, renewed, replaced, or supplemented from time to time, the “ Promissory Note ”) and secured by, among other things, that certain Deed of Trust, Assignment of Leases and Rents and Security Agreement (as the same may be amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time, the “ Mortgage ”) encumbering the real property located in ______________________ more particularly described on Exhibit A annexed hereto and made a part hereof (the “ Property ”);

WHEREAS, by a lease agreement (the “ Lease ”) dated ___________, _____, between Landlord (or Landlord's predecessor in title) and Tenant, Landlord leased to Tenant a portion of the Property, as said portion is more particularly described in the Lease (such portion of the Property hereinafter referred to as the “ Premises ”);

WHEREAS, Tenant acknowledges that Lender will rely on this Agreement in making the Loan to Landlord; and

WHEREAS, Lender and Tenant desire to evidence their understanding with respect to the Mortgage and the Lease as hereinafter provided.

NOW , THEREFORE , in consideration of the mutual agreements hereinafter set forth, the parties hereto hereby agree as follows:

1. Tenant covenants, stipulates and agrees that the Lease and all of Tenant's right, title and interest in and to the Property thereunder (including but not limited to any option to purchase, right of first refusal to purchase or right of first offer to purchase the Property (or any portion thereof)) is hereby, and shall at all times continue to be, subordinated and made secondary and inferior in each and every respect to the Mortgage and the lien thereof, to all of the terms, conditions and provisions thereof and to any and all advances made or to be made thereunder, so that at all times the Mortgage shall be and remain a lien on the Property prior to and superior to the Lease for all purposes, subject to the provisions set forth herein. Subordination is to have the same force and effect as if the Mortgage and such renewals, modifications, consolidations, replacements and extensions had been executed, acknowledged, delivered and recorded prior to the Lease, any amendments or modifications thereof and any notice thereof. Tenant hereby acknowledges and agrees that any option to purchase, right of first refusal to purchase or right of first offer to purchase the Property (or any portion thereof) in the Lease, shall not be exercisable in connection with any exercise of remedies pursuant to the Mortgage or any mezzanine loan secured by the membership interests in Landlord, including: (i) a purchase of the Property (or any portion thereof) at a foreclosure sale, (ii) a transfer of the Property (or any portion thereof) to Lender or its designee pursuant to a deed-in-lieu of foreclosure, (iii) a transfer of the membership interests in Landlord pursuant to a foreclosure of any such mezzanine loan, or (iv) any subsequent sale of the Property (or any portion thereof) by Lender or its designee after such foreclosure or deed-in-lieu of foreclosure or by any mezzanine lender or its designee after such foreclosure of such mezzanine loan. The holder of any such mezzanine loan shall be a third party beneficiary of the foregoing sentence.

- 2 -

such other instrument or instruments as Lender or such other person shall from time to time request in order to confirm said attornment.

5. If Lender shall become the owner of the Property or the Property shall be sold by reason of foreclosure or other proceedings brought to enforce the Mortgage or if the Property shall be transferred by deed in lieu of foreclosure, Lender or any Successor Landlord shall not be:

(b) obligated to cure any defaults of any prior landlord (including Landlord) which occurred, or to make any payment to Tenant which was required to be paid by any prior landlord (including Landlord), prior to the time that Lender or any Successor Landlord succeeded to the interest of such landlord under the Lease; or

(d) subject to any offsets, defenses or counterclaims which Tenant may be entitled to assert against any prior landlord (including Landlord); or

(e) bound by any payment of rent or additional rent by Tenant to any prior landlord (including Landlord) for more than one month in advance; or

(f) bound by any amendment, modification, termination or surrender of the Lease made without the written consent of Lender; or

- 3 -

6. Tenant hereby represents, warrants, covenants and agrees to and with Lender:

(a) to deliver to Lender, by certified mail, return receipt requested, a duplicate of each notice of default delivered by Tenant to Landlord at the same time as such notice is given to Landlord and no such notice of default shall be deemed given by Tenant under the Lease unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right (but shall not be obligated) to cure such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. Tenant further agrees to afford Lender a period of thirty (30) days beyond any period afforded to Landlord for the curing of such default during which period Lender may elect (but shall not be obligated) to seek to cure such default, or, if such default cannot be cured within that time, then such additional time as may be necessary to cure such default (including but not limited to commencement of foreclosure proceedings) during which period Lender may elect (but shall not be obligated) to seek to cure such default, prior to taking any action to terminate the Lease. If the Lease shall terminate for any reason, upon Lender's written request given within thirty (30) days after such termination, Tenant, within fifteen (15) days after such request, shall execute and deliver to Lender a new lease of the Premises for the remainder of the term of the Lease and upon all of the same terms, covenants and conditions of the Lease;

(b) that Tenant is the sole owner of the leasehold estate created by the Lease; and

8. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Premises is located (excluding the choice of law rules thereof).

- 4 -

10. All notices to be given under this Agreement shall be in writing and shall be deemed served upon receipt by the addressee if served personally or, if mailed, upon the first to occur of receipt or the refusal of delivery as shown on a return receipt, after deposit in the United States Postal Service certified mail, postage prepaid, addressed to the address of Landlord, Tenant or Lender appearing below. Such addresses may be changed by notice given in the same manner. If any party consists of multiple individuals or entities, then notice to any one of same shall be deemed notice to such party.


If to Lender:	Deutsche Bank AG, New York Branch

60 Wall Street, 10th Floor

New York, NY 10005

Attention: Robert W. Pettinato, Jr.

Facsimile No. (212) 797-4489


and to:	Deutsche Bank AG, New York Branch

60 Wall Street, 10th Floor

New York, NY 10005

Attention: General Counsel

Facsimile No.: (646)736-5721


and to:	Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Michael Birajiclian


with a copy to:	Sidley Austin LLP

South Dearborn Street

Chicago, Illinois 60603

Attention: Charles E. Schrank, Esq.

Facsimile No.: (312) 854-7036


with a copy to:	KeyCorp Real Estate Capital Markets, Inc.

Loan Servicing and Asset Management

11501 Outlook Street, Suite 300

Overland Park, KS 66211

Attention: Diane Haislip

Facsimile No. (216) 357-6543


Tenant's Address :	_________________________

_________________________


With a copy to:	_________________________

_________________________

- 5 -

_________________________


Landlord's Address :	_________________________

_________________________


With a copy to:	_________________________

_________________________

12. In the event Lender shall acquire Landlord's interest in the Premises, Tenant shall look only to the estate and interest, if any, of Lender in the Property for the satisfaction of Tenant's remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by Lender as a Successor Landlord under the Lease or under this Agreement, and no other property or assets of Lender shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to the Lease, the relationship of the landlord and tenant under the Lease or Tenant's use or occupancy of the Premises or any claim arising under this Agreement.

14. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

- 6 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

TENANT :

_________________________________

By: _____________________________

Name:

Title:

LANDLORD :

[INSERT APPLICABLE LANDLORD], A

DELAWARE LIMITED LIABILITY COMPANY

By: _____________________________

Name:

Title:

LENDER :

DEUTSCHE BANK AG, NEW YORK BRANCH

By: _____________________________

Name:

Title:

By: _____________________________

Name:

Title:

[ADD APPROPRIATE ACKNOWLEDGMENT (one for each Signatory)]

Exhibit A

Legal Description of Property

EXHIBIT A-1

350 S. FIGUEROA PROPERTY LEGAL DESCRIPTION

PARCEL 1:

Ex. A-1-1

AUGUST 07, 1961 AS INSTRUMENT NO. 1641; SEPTEMBER 15, 1961 AS INSTRUMENT NO. 2017; SEPTEMBER 15, 1961 AS INSTRUMENT NO. 2020; SEPTEMBER 25, 1961 AS INSTRUMENT NO. 1595; OCTOBER 04, 1961 AS INSTRUMENT NO. 1825; OCTOBER 16, 1961 AS INSTRUMENT NO. 2564; NOVEMBER 24, 1961 AS INSTRUMENT NO. 1680; SEPTEMBER 05, 1962 AS INSTRUMENT NO. 1528; JANUARY 15, 1963 AS INSTRUMENT NO. 1770; JANUARY 15, 1963 AS INSTRUMENT NO. 1771; AUGUST 03, 1964 AS INSTRUMENT NO. 1271; AUGUST 21, 1964 AS INSTRUMENT NO. 1671; AUGUST 25, 1964 AS INSTRUMENT NO. 1258, AND SEPTEMBER 16, 1964 AS INSTRUMENT NO. 1311, ALL OF OFFICIAL RECORDS.

PARCEL 2:

APN: 5151-011-021 (AFFECTS LOT SB-3-B OF PARCEL 1)

5151-011-023 (AFFECTS LOT SB-2-B OF PARCEL 1)

5151-011-025 (AFFECTS LOT SB-1-B OF PARCEL 1)

5151-011-028 (AFFECTS LOT SB-GR OF PARCEL 1)

5151-011-031 (AFFECTS LOT SB-2-L(R) OF PARCEL 1)

5151-011-032 (AFFECTS LOT SB-2-L OF PARCEL 1)

5151-011-035 (AFFECTS PORTION OF SAID PARCEL 1)

Ex. A-1-2

EXHIBIT A-2

555 W. FIFTH PROPERTY LEGAL DESCRIPTION

PARCEL 1:

PARCEL 2:

PARCEL 3:

PARCEL 4:

Ex. D-1

PARCEL 5:

PARCEL 6: INTENTIONALLY DELETED.

PARCEL 7:

APN: 5149-029-013

Ex. D-2

EXHIBIT E

[Form of Alteration Deficiency Guaranty]

ALTERATION DEFICIENCY GUARANTY

This ALTERATION DEFICIENCY GUARANTY (this “ Guaranty ”) is executed as of [_____________________], 20[__] by [_______________________] , a [____________], having an address at [_________________________] (“ Guarantor ”), for the benefit of DEUTSCHE BANK AG, NEW YORK BRANCH , a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (together with its successors and assigned, “ DB ”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005 and BARCLAYS BANK PLC , a public limited company registered in England and Wales (together with its successors and assigns, “ Barclays ” and together with DB, collectively, “ Lender ”), having an address at 745 Seventh Avenue, New York, New York 10019.

W I T N E S S E T H:

A. Pursuant to those certain promissory notes executed by Maguire Properties–555 W. Fifth, LLC, a Delaware limited liability company, and by Maguire Properties – 350 S. Figueroa, LLC, a Delaware limited liability company (collectively, “ Borrower ”), and payable to the order of Lender in the aggregate original principal amount of Three Hundred Nineteen Million and No/100 Dollars ($319,000,000) (collectively, with all renewals, modifications, increases and extensions thereof, the “ Note ”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “ Loan ”) which is made pursuant to that certain Loan Agreement, dated as of July 11, 2016, between Borrower and Lender (as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time, the “ Loan Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

B. Guarantor is the owner of direct or indirect interests in Borrower, and Guarantor has benefitted from Lender’s making the Loan to Borrower.

NOW, THEREFORE, in consideration of Lender having made the Loan to Borrower and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE 1
NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation.

(a) Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

(b) As used herein, the term “ Guaranteed Obligations ” means the timely payment of all costs in respect of the Project(s) (as defined below) in excess of the Alteration Threshold (as defined in the Loan Agreement) with respect to the Project(s) from time to time.

(c) Attached hereto as Annex A is a description of the Material Alteration(s) that are the subject of this Guaranty (subject to Section 1.1(d), each a “ Project ” and collectively, the “ Projects ”).

(d) The Material Alteration(s) comprising the Project, and accordingly, the term “Project” as used herein, shall be deemed modified hereunder to the extent that Borrower modifies such Material Alteration(s) (including any increase or decrease in the scope thereof) in accordance with the terms of the Loan Agreement.

Section 1.2 Nature of Guaranty . This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.3 Guaranteed Obligations Not Reduced by Offset . The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower or any other party against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 1.4 Payment By Guarantor . If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon written demand therefor by Lender and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity or any other notice whatsoever, all such notices being hereby waived by Guarantor, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.5 No Duty To Pursue Others . It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other Person,

(ii) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (iii) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (iv) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (vi) resort to any other means of obtaining payment of the Guaranteed Obligations, including, to the extent California law is deemed to apply notwithstanding the choice of law set forth herein, any of the foregoing which may be available to Lender by virtue of California Civil Code Sections 2845, 2849, and 2850. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.6 Waivers . Guarantor agrees to the provisions of the Loan Documents and hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note, the Mortgage, the Loan Agreement or any other Loan Document, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory note or other document arising under the Loan Documents or in connection with the Property, (v) the occurrence of (A) any breach by Borrower of any of the terms or conditions of the Loan Agreement or any of the other Loan Documents, or (B) an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) the sale or foreclosure (or the posting or advertising for the sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and/or the obligations hereby guaranteed, other than such notices to Guarantor (if any) as may be expressly required pursuant to the terms and provisions of the Loan Documents.

Section 1.7 Payment of Expenses . In the event that Guarantor shall breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon written demand therefor by Lender, pay Lender all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder, together with interest thereon at the Default Rate from the date requested by Lender until the date of payment to Lender. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

Section 1.8 Effect of Bankruptcy . In the event that pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law or any judgment, order or decision thereunder, Lender must rescind or restore any payment or any part thereof received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect and this Guaranty shall remain (or shall be reinstated to be) in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.9 Waiver of Subrogation, Reimbursement and Contribution . Notwithstanding anything to the contrary contained in this Guaranty, so long as any portion of the Obligations or the Guaranteed Obligations remains outstanding, Guarantor hereby unconditionally and irrevocably waives, releases, abrogates and subordinates pursuant to Article 4 any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

ARTICLE 2
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following and waives any common law, equitable, statutory or other rights (including, without limitation, rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1 Modifications . Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Mortgage, the Loan Agreement, the other Loan Documents or any other document, instrument, contract or understanding between Borrower and Lender or any other parties pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

Section 2.2 Adjustment . Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or Guarantor.

Section 2.3 Condition of Borrower or Guarantor . The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor or any changes in the direct or indirect shareholders, partners or members, as applicable, of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4 Invalidity of Guaranteed Obligations . The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (i) the Guaranteed Obligations or any part thereof exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower (unless

Guarantor has the same defenses, claims or offsets with respect to the Guaranteed Obligations), (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5 Release of Obligors . Any full or partial release of the liability of Borrower for the Guaranteed Obligations or any part thereof, or of any co-guarantors, or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support from any other Person, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons (including Borrower) will be liable to pay or perform the Guaranteed Obligations or that Lender will look to other Persons (including Borrower) to pay or perform the Guaranteed Obligations.

Section 2.6 Other Collateral . The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.7 Release of Collateral . Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

Section 2.8 Care and Diligence . The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including, but not limited to, any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9 Unenforceability . The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10 Offset . Any existing or future right of offset, claim or defense of Borrower against Lender, or any other party, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11 Merger . The reorganization, merger or consolidation of Borrower or Guarantor into or with any other Person.

Section 2.12 Preference . Any payment by Borrower to Lender is held to constitute a preference under the Bankruptcy Code or for any reason Lender is required to refund such payment or pay such amount to Borrower or to any other Person.

Section 2.13 Other Actions Taken or Omitted . Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

Section 2.14 No Waiver . Notwithstanding anything to the contrary contained in this Guaranty or any other Loan Document, Guarantor is not waiving any defense based on payment or performance of any of the Guaranteed Obligations.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Documents and to extend credit to Borrower, Guarantor represents and warrants to Lender as follows:

Section 3.1 Benefit . Guarantor is an Affiliate of Borrower, is the owner of a direct or indirect interest in Borrower and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.

Section 3.2 Familiarity and Reliance . Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3 No Representation By Lender . Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

Section 3.4 Guarantor’s Financial Condition . As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor (a) is

and will be solvent, (b) has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and (c) has and will have property and assets sufficient to satisfy and repay its obligations and liabilities, including the Guaranteed Obligations.

Section 3.5 Legality . The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder, do not and will not contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach of, any indenture, mortgage, charge, lien, contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.6 Survival . All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE 4
SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1 Subordination of All Guarantor Claims . As used herein, the term “ Guarantor Claims ” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, and whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be, created, or the manner in which they have been, or may hereafter be, acquired by Guarantor. The Guarantor Claims shall include, without limitation, all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. So long as any portion of the Obligations or the Guaranteed Obligations remains outstanding, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other Person any amount upon the Guarantor Claims.

Section 4.2 Claims in Bankruptcy . In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceeding involving Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any dividend or payment which is otherwise payable to Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the

Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

Section 4.3 Payments Held in Trust . Notwithstanding anything to the contrary contained in this Guaranty, in the event that Guarantor should receive any funds, payments, claims and/or distributions which are prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims and/or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims and/or distributions so received except to pay such funds, payments, claims and/or distributions promptly to Lender, and Guarantor covenants promptly to pay the same to Lender.

Section 4.4 Liens Subordinate . Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (i) exercise or enforce any creditor’s rights it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of Borrower held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrower granting liens or security interests in any of its assets to any Person other than Lender.

ARTICLE 5
COVENANTS

Section 5.1 Definitions . As used in this Article 5 , the following terms shall have the respective meanings set forth below:

(a) “ Investment Grade Rating ” shall mean, with respect to any Person, that the long-term unsecured debt obligations of such Person are rated at least “BBB-” by S&P, “Baa3” from Moody’s, “BBB-” by Fitch, and the equivalent rating by each of the other Rating Agencies engaged to rate the Securities issued in connection with any Securitization of the Loan that maintains a rating for such Person.

(b) “ GAAP ” shall mean generally accepted accounting principles, consistently applied.

Section 5.2 Covenants . Until all of the Obligations and the Guaranteed Obligations have been paid in full, Guarantor shall maintain an Investment Grade Rating.

Section 5.3 Financial Statements . If Guarantor is not a publicly traded company with publicly available financials, Guarantor shall deliver to Lender (i) within sixty (60) days

following the end of each calendar quarter, with respect to the prior calendar quarter, unaudited quarterly and year-to-date statements of income and expense and cash flow (prepared in accordance with GAAP) for the Guarantor, together with a balance sheet as of the end of such prior calendar quarter for the Guarantor, together with a certificate of an officer of the Guarantor (A) setting forth in reasonable detail the Guarantor’s net worth as of the end of such prior calendar quarter and based on the foregoing quarterly financial statements, and (B) certifying that such quarterly financial statements are true, correct, accurate and complete and fairly present the financial condition and results of the operations of the Guarantor in a manner consistent with GAAP, and (ii) within one hundred twenty (120) days following the end of each calendar year a complete copy of the Guarantor’s annual financial statements audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender prepared in accordance with GAAP and if required and Lender has so notified the Guarantor, including statements of income and expense and cash flow and a balance sheet for the Guarantor.

ARTICLE 6
MISCELLANEOUS

Section 6.1 Waiver . No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor any consent to any departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 6.2 Notices . All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “ Notice ”) required, permitted or desired to be given hereunder shall be in writing and shall be sent by telefax (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, in each case addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 6.2. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by telefax if sent prior to 6:00 p.m. New York time on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:


If to Lender:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: Robert W. Pettinato, Jr. Facsimile No. (212) 797-4489


and to:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: General Counsel Facsimile No. (646)736-5721


and to:	Barclays Bank PLC 745 Seventh Avenue New York, New York 10019 Attention: Michael Birajiclian


with a copy to:	Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Attention: Charles E. Schrank, Esq. Facsimile No. (312) 853-7036


with a copy to:	KeyCorp Real Estate Capital Markets, Inc.

Loan Servicing and Asset Management

11501 Outlook Street, Suite 300

Overland Park, KS 66211

Attention: Diane Haislip

Facsimile No. (216) 357-6543


If to Guarantor:	[______________________]

[__________________]

Attention: [________________]

Facsimile No.: [________________]


with a copy to:	[______________________]

[__________________]

Attention: [________________]

Facsimile No.: [________________]

Any party may change the address to which any such Notice is to be delivered by furnishing ten (10) days’ written notice of such change to the other parties in accordance with the provisions of this Section 6.2 . Notices shall be deemed to have been given on the date set forth above, even if there is an inability to actually deliver any Notice because of a changed address of which no Notice was given or there is a rejection or refusal to accept any Notice offered for delivery. Notice for any party may be given by its respective counsel. Additionally, Notice from Lender may also be given by Servicer.

Section 6.3 Governing Law; Jurisdiction; Service of Process.

(a) THIS GUARANTY WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY GUARANTOR AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION RELATED HERETO, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS EXCEPT PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY AND/OR THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR (AND LENDER BY ACCEPTANCE OF THIS GUARANTY) HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR AGREES THAT SERVICE OF PROCESS UPON GUARANTOR AT THE ADDRESS FOR GUARANTOR SET FORTH HEREIN AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGE IN THE ADDRESS FOR GUARANTOR SET FORTH HEREIN, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS AND WHICH SUBSTITUTE AGENT SHALL BE THE SAME AGENT DESIGNATED BY BORROWER UNDER THE LOAN AGREEMENT), AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF GUARANTOR CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY

OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST GUARANTOR IN ANY OTHER JURISDICTION.

Section 6.4 Invalid Provisions . If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 6.5 Amendments . This Guaranty may be amended only by an instrument in writing executed by the party(ies) against whom such amendment is sought to be enforced.

Section 6.6 Parties Bound; Assignment . This Guaranty shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs and legal representatives. Lender shall have the right to assign or transfer its rights under this Guaranty in connection with any assignment of the Loan and the Loan Documents (and Lender shall endeavor to provide Guarantor with notice of any such assignment or transfer, provided, however that any failure on the part of Lender to provide such notice shall not affect the viability of such assignment or transfer nor relieve Guarantor of its obligations and liabilities hereunder). Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Guaranty. Guarantor shall not have the right to assign or transfer its rights or obligations under this Guaranty without the prior written consent of Lender, and any attempted assignment without such consent shall be null and void.

Section 6.7 Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 6.8 Recitals . The recitals and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 6.9 Counterparts . To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 6.11 Entirety . THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

Section 6.12 Waiver of Right To Trial By Jury . GUARANTOR (AND LENDER BY ACCEPTANCE OF THIS GUARANTY) HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE MORTGAGE, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender, including any and all financial statements provided to Lender pursuant to Section 5.3 hereof, may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors and potential investors may also see some or all of the information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.

Section 6.14 Reinstatement in Certain Circumstances . If at any time any payment of the principal of or interest under the Note or any other amount payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Section 6.15 Gender; Number; General Definitions . Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, (a) words used in this Guaranty may be used interchangeably in the singular or plural form, (b) any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, (d) the word “ Lender ” shall mean “Lender and any subsequent holder or holders of the Note”, (e) the word “ Note ” shall mean “the Note and any other evidence of indebtedness secured by the Loan Agreement”, (f) the word “ Property ” shall include any portion of the Property and any interest therein, and (g) the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all reasonable attorneys’, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels, incurred or paid by Lender in protecting its interest in the Property, the Leases and/or the Rents and/or in enforcing its rights hereunder.

Section 6.16 Joint and Several . Except to the extent otherwise provided for herein, the obligations of each Guarantor hereunder are joint and several.

agree to (or “click through”) such website’s confidentiality provisions, (C) as required by any applicable Legal Requirement, (D) which is already publicly available as a result of disclosure by any other party, (E) in response to any order of any court or other Governmental Authority, (F) in connection with the exercise and/or enforcement by Lender of any rights and remedies hereunder or under any other Loan Document or (G) if Lender is required to do so in connection with any litigation or similar proceeding (in which case, Lender shall exercise reasonable efforts to give prior written notice of such requirement to Guarantor in order to permit Guarantor to seek a protective order at Guarantor’s sole cost and expense). As used herein, (i) “ Information ” means all non-public information relating to Guarantor or its business delivered by Guarantor to Lender in connection with the origination of the Loan or required to be delivered or provided under this Guaranty; provided, that in the case of information received from Guarantor after the date hereof, such information is clearly identified at the time of delivery as confidential; (ii) “ Disclosure Parties ” shall mean any actual or prospective investor, any actual or prospective assignee, any actual or prospective participant in the Loan, any actual or prospective providers of financing directly or indirectly secured by, the Loan or any Securities or any direct or indirect class, component, portion or interest therein or thereof, any Rating Agency rating any participations in the Loan and/or Securities, any NRSRO, any underwriter, any organization maintaining databases on the underwriting and performance of commercial mortgage loans, auditors, regulatory authorities or any Persons that may be entitled by law to the Information, any Affiliate of a Lender involved from time to time in the transactions contemplated by this Guaranty, any other Loan Document and/or in any Securitization, any employees, directors, agents, attorneys, accountants, or other professional advisors of a Lender or its Affiliates, any servicers of the Loan, and/or any Governmental Authorities, in all cases, as Lender determines necessary or desires in its sole discretion; and (iii) “ NRSRO ” means any credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act, without regard to whether or not such credit rating agency has been engaged by Lender or its designees in connection with, or in anticipation of, a Securitization. In no event shall Lender (x) be responsible for monitoring or enforcing such use of the Information by any Disclosure Party or (y) be liable to Guarantor or any other Person for any acts or omissions by any Disclosure Party, including, without limitation, any failure of any such Disclosure Party to limit its use of the Information.

Section 6.18 Environmental Provisions . To the extent California law applies, nothing herein shall be deemed to limit the right of Lender to recover in accordance with California Code of Civil Procedure Section 736 (as such Section may be amended from time to time), any costs, expenses, liabilities or damages, including reasonable attorneys’ fees and costs, incurred by Lender and arising from any covenant, obligation, liability, representation or warranty contained in any indemnity agreement given to Lender, or any order, consent decree or settlement relating to the cleanup of Hazardous Substances (as defined in the Environmental Indemnity) or any other “environmental provision” (as defined in such Section 736) relating to the Property or any portion thereof or the right of Lender to waive, in accordance with the California Code of Civil Procedure Section 726.5 (as such Section may be amended from time to time), the security of the Mortgage as to any parcel of the Property that is “environmentally impaired” or is an “affected parcel” (as such terms are defined in such Section 726.5), and as to any personal property attached to such parcel, and thereafter to exercise against Borrower, to the extent permitted by such Section 726.5, the rights and remedies of any unsecured creditor, including reduction of

Lender’s claim against Borrower to judgment, and any other rights and remedies permitted by law.

Section 6.19 Additional Guarantor Waivers . To the extent California law applies, Guarantor hereby waives all rights and defenses arising out of an election of remedies by Lender even though that election of remedies, such as a nonjudicial foreclosure with respect to security for guaranteed obligations, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. Specifically, and without in any way limiting the foregoing, Guarantor hereby waives any rights of subrogation, indemnification, contribution or reimbursement arising under Sections 2846, 2847, 2848 and 2849 of the California Civil Code or any right of recourse to or with respect to Borrower or the assets or property of Borrower or to any collateral for the Loan. In connection with the foregoing, Guarantor expressly waives any and all rights of subrogation against Borrower, and Guarantor hereby waives any rights to enforce any remedy which Lender may have against Borrower and any right to participate in any collateral for the Loan. Guarantor recognizes that, pursuant to Section 580d of the California Code of Civil Procedure, Lender’s realization through nonjudicial foreclosure upon any real property constituting security for Borrower’s obligations under the Loan Documents could terminate any right of Lender to recover a deficiency judgment against Borrower, thereby terminating subrogation rights which Guarantor otherwise might have against Borrower. In the absence of an adequate waiver, such a termination of subrogation rights could create a defense to enforcement of this Guaranty against such parties. Guarantor hereby unconditionally and irrevocably waives any such defense. In addition to and without in any way limiting the foregoing, Guarantor hereby subordinates any and all indebtedness of Borrower now or hereafter owed to Guarantor to all the indebtedness of Borrower to Lender and agrees with Lender that until such time as Lender may have no further claim against Borrower, Guarantor shall not demand or accept any payment of principal or interest from Borrower, claim any offset or other reduction of Guarantor’s obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the collateral for the Loan. Further, Guarantor shall not have any right of recourse against Lender by reason of any action Lender may take or omit to take under the provisions of this Guaranty or under the provisions of any of the Loan Documents. If any amount shall nevertheless be paid to Guarantor by Borrower or another guarantor prior to payment in full of the Guaranteed Obligations, such amount shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive any satisfaction and discharge of Borrower by virtue of any payment, court order or any applicable law, except payment in full of the Guaranteed Obligations. Without limiting the foregoing, Guarantor waives (i) all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive; (ii) any rights or defenses Guarantor may have with respect to its obligations as a guarantor by reason of any election of remedies by Lender; and (iii) all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property. This means, among other things, that Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower, and that if Lender forecloses on any real property collateral pledged by Borrower (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing on

the real property collateral, has destroyed any rights Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt evidenced by the Note is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

Section 6.20 Termination . This Guaranty shall terminate upon the earlier to occur of (i) the date that the Debt has been indefeasibly paid in full, and there has expired the maximum possible period thereafter during which any payment made by Borrower or others to Lender with respect to the Loan could be deemed a preference under the United States Bankruptcy Code or (ii) the date of the completion of the Project(s) in accordance with Annex A attached hereto and the Loan Agreement, and the Guaranteed Obligations hereunder with respect to the Project(s) have been indefeasibly paid in full, each as determined by Lender in its reasonable discretion.

[Signature Page Immediately Follows]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year first above written.

GUARANTOR :


	[_________________] , a [_________________]


By:	___________________________ Name: Title:

Ex. E-1

Exhibit E

Annex A

Ex. E-1

EXHIBIT 10.8

MEZZANINE LOAN AGREEMENT

Dated as of July 11, 2016

Between

MAGUIRE PROPERTIES–555 W. FIFTH MEZZ I, LLC
as Borrower

and

DEUTSCHE BANK AG, NEW YORK BRANCH

and

BARCLAYS BANK PLC
collectively, as Lender

PROPERTY: 555 W. Fifth Street and 350 S. Figueroa Street, Los Angeles, California

Mezzanine Loan Agreement

TABLE OF CONTENTS



			Page
ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION			1
	Section 1.1	Specific Definitions.	1
	Section 1.2	Index of Other Definitions.	19
	Section 1.3	Principles of Construction.	21

ARTICLE 2 THE LOAN			21
	Section 2.1	The Loan.	21
	2.1.1	Agreement to Lend and Borrow.	21
	2.1.2	Single Disbursement to Borrower.	21
	2.1.3	The Note.	21
	2.1.4	Use of Proceeds.	21
	Section 2.2	Interest Rate.	21
	2.2.1	Interest Rate.	21
	2.2.2	Default Rate.	22
	2.2.3	Interest Calculation.	22
	2.2.4	Usury Savings.	22
	Section 2.3	Loan Payments.	22
	2.3.1	Payments.	22
	2.3.2	Payments Generally.	23
	2.3.3	Payment on Maturity Date.	23
	2.3.4	Late Payment Charge.	23
	2.3.5	Method and Place of Payment.	23
	Section 2.4	Prepayments.	23
	2.4.1	Prepayments.	23
	2.4.2	Voluntary Prepayments.	24
	2.4.3	Open Prepayment.	24
	2.4.4	Mandatory Prepayments.	24
	2.4.5	Prepayments After Default.	25
	2.4.6	Release on Payment in Full.	25
	2.4.7	Prepayment Conditions.	26

ARTICLE 3 REPRESENTATIONS AND WARRANTIES			26
	Section 3.1	Borrower Representations.	26
	3.1.1	Organization; Special Purpose.	26
	3.1.2	Proceedings.	26
	3.1.3	No Conflicts.	26
	3.1.4	Litigation.	27
	3.1.5	Agreements.	27
	3.1.6	Consents.	27
	3.1.7	Title.	27
	3.1.8	ERISA; No Plan Assets.	28
	3.1.9	Compliance.	28
	3.1.10	Financial Information.	28



	i	Mezzanine Loan Agreement



			Page
	3.1.11	Condemnation.	29
	3.1.12	Easements; Utilities and Public Access.	29
	3.1.13	Separate Lots.	29
	3.1.14	Assessments.	29
	3.1.15	Enforceability.	29
	3.1.16	Assignment of Leases.	29
	3.1.17	Insurance.	29
	3.1.18	Licenses.	29
	3.1.19	Flood Zone.	30
	3.1.20	Physical Condition.	30
	3.1.21	Boundaries.	30
	3.1.22	Leases.	30
	3.1.23	Filing and Recording Taxes.	31
	3.1.24	Tax Filings.	31
	3.1.25	No Fraudulent Transfer.	31
	3.1.26	Federal Reserve Regulations.	32
	3.1.27	Organizational Chart.	32
	3.1.28	Organizational Status.	32
	3.1.29	Bank Holding Company.	32
	3.1.30	No Casualty.	32
	3.1.31	Purchase Options.	32
	3.1.32	FIRPTA.	32
	3.1.33	Investment Company Act.	33
	3.1.34	Use of Property.	33
	3.1.35	Fiscal Year.	33
	3.1.36	Other Debt.	33
	3.1.37	Contracts.	33
	3.1.38	Full and Accurate Disclosure.	33
	3.1.39	Other Obligations and Liabilities.	33
	3.1.40	Intentionally Omitted.	34
	3.1.41	Operations Agreements.	34
	3.1.42	No Prohibited Persons.	34
	3.1.43	Illegal Activity.	34
	3.1.44	350 S. Figueroa Property Documents.	34
	3.1.45	Pledged Collateral.	35
	3.1.46	Perfection of Accounts.	35
	3.1.47	Senior Loan.	36
	Section 3.2	Survival of Representations.	36

ARTICLE 4 BORROWER COVENANTS			36
	Section 4.1	Payment and Performance of Obligations.	36
	Section 4.2	Due on Sale and Encumbrance; Transfer of Interests.	36
	Section 4.3	Liens.	37
	Section 4.4	Special Purpose.	39
	Section 4.5	Existence; Compliance with Legal Requirements.	39
	Section 4.6	Taxes and Other Charges.	39
	Section 4.7	Litigation.	40



	ii	Mezzanine Loan Agreement



		Page
Section 4.8	Access to Property.	40
Section 4.9	Further Assurances.	40
Section 4.10	Financial Reporting.	40
4.10.1	Generally.	41
4.10.2	Quarterly Reports.	41
4.10.3	Annual Reports.	42
4.10.4	Other Reports.	42
4.10.5	Annual Budget.	43
4.10.6	Extraordinary Operating Expenses.	43
Section 4.11	Title to the Pledged Collateral.	44
Section 4.12	Estoppel Statement.	44
Section 4.13	Leases.	44
4.13.1	Generally.	44
4.13.2	Approvals.	44
Section 4.14	Repairs; Maintenance and Compliance; Alterations.	47
4.14.1	Repairs; Maintenance and Compliance.	47
4.14.2	Alterations.	47
Section 4.15	Approval of Major Contracts.	48
Section 4.16	Property Management.	48
4.16.1	Management Agreements and Parking Management Agreements.	49
4.16.2	Prohibition Against Termination or Modification.	49
4.16.3	Replacement of Manager and Parking Manager.	50
Section 4.17	Performance by Borrower; Compliance with Agreements.	51
Section 4.18	Licenses.	51
Section 4.19	Notice of Default.	51
Section 4.20	Cooperate in Legal Proceedings.	51
Section 4.21	Awards and Insurance Benefits.	51
Section 4.22	Indebtedness.	51
Section 4.23	Business and Operations.	52
Section 4.24	Costs of Enforcement.	52
Section 4.25	Change in Business.	52
Section 4.26	Debt Cancellation.	52
Section 4.27	Zoning.	52
Section 4.28	No Joint Assessment.	52
Section 4.29	Principal Place of Business.	53
Section 4.30	Change of Name, Identity or Structure.	53
Section 4.31	Costs and Expenses.	53
Section 4.32	Indemnity.	54
Section 4.33	ERISA.	55
Section 4.34	Patriot Act Compliance.	55
Section 4.35	350 S. Figueroa Property Documents.	56
Section 4.36	Incurrence of Expenses.	57
Section 4.37	Limitation of Securities Issuances.	57
Section 4.38	Limitation on Distributions.	57
Section 4.39	Required Repairs.	57



	iii	Mezzanine Loan Agreement



			Page
ARTICLE 5 INSURANCE, CASUALTY AND CONDEMNATION			57
	Section 5.1	Insurance.	58
	5.1.1	Insurance Policies.	58
	5.1.2	Insurance Company.	63
	Section 5.2	Casualty.	64
	Section 5.3	Condemnation.	65
	Section 5.4	Restoration.	65

ARTICLE 6 CASH MANAGEMENT AND RESERVE FUNDS			66
	Section 6.1	Cash Management Arrangements.	66
	Section 6.2	Reserves.	66
	Section 6.3	Security Interest in Funds.	66
	6.3.1	Grant of Security Interest.	66
	6.3.2	Income Taxes; Interest.	66
	6.3.3	Prohibition Against Further Encumbrance.	66
	Section 6.4	Property Cash Flow Allocation.	67
	6.4.1	Order of Priority of Funds in Deposit Account.	67
	6.4.2	Failure to Make Payments.	67
	6.4.3	Application After Event of Default.	67
	Section 6.5	Letters of Credit.	67

ARTICLE 7 PERMITTED TRANSFERS			68
	Section 7.1	Permitted Transfer of the Entire Property.	68
	Section 7.2	Permitted Transfers.	71
	Section 7.3	Cost and Expenses; Searches; Copies.	74

ARTICLE 8 SALE AND SECURITIZTION OF LOAN			75
	Section 8.1	Sale of Loan and Securitization.	75
	Section 8.2	Securitization Indemnification.	79
	Section 8.3	Severance.	81
	8.3.1	Severance Documentation.	81
	8.3.2	New Junior Mezzanine Loan Option.	82
	8.3.3	Cooperation; Execution; Delivery.	83
	Section 8.4	Costs and Expenses.	83

ARTICLE 9 DEFAULTS			83
	Section 9.1	Events of Default.	83
	Section 9.2	Remedies.	87
	9.2.1	Acceleration.	87
	9.2.2	Remedies Cumulative.	87
	9.2.3	Severance.	88
	9.2.4	Lender’s Right to Perform.	89

ARTICLE 10 MISCELLANEOUS			89
	Section 10.1	Survival; Successors and Assigns.	89
	Section 10.2	Lender’s Discretion; Rating Agency Review Waiver.	89
	Section 10.3	Governing Law.	90



	iv	Mezzanine Loan Agreement



			Page
			91
	Section 10.4	Modification, Waiver in Writing.	91
	Section 10.5	Delay Not a Waiver.	91
	Section 10.6	Notices.	93
	Section 10.7	Waiver of Trial by Jury.	93
	Section 10.8	Headings, Schedules and Exhibits.	93
	Section 10.9	Severability.	93
	Section 10.10	Preferences.	93
	Section 10.11	Waiver of Notice.	94
	Section 10.12	Remedies of Borrower.	94
	Section 10.13	Offsets, Counterclaims and Defenses.	94
	Section 10.14	No Joint Venture or Partnership; No Third Party Beneficiaries.	94
	Section 10.15	Publicity.	95
	Section 10.16	Waiver of Marshalling of Assets.	95
	Section 10.17	Waivers of Offsets/Defenses/Counterclaims.	95
	Section 10.18	Conflict; Construction of Documents; Reliance.	96
	Section 10.19	Brokers and Financial Advisors.	96
	Section 10.20	Exculpation.	99
	Section 10.21	Prior Agreements.	99
	Section 10.22	Servicer.	99
	Section 10.23	Joint and Several Liability.	100
	Section 10.24	Creation of Security Interest.	100
	Section 10.25	Special Taxes.	100
	Section 10.26	Assignments and Participations.	101
	Section 10.27	Acknowledgment and Consent to Bail-In of EEA Financial Institutions.	102
	Section 10.28	Counterparts.	103
	Section 10.29	Set-Off.	103
	Section 10.30	Intercreditor Agreement.	103
	Section 10.31	Proofs of Claim.	104
	Section 10.32	Waiver of Stay.	104
	Section 10.33	Co-Lenders.	104

ARTICLE 11 SENIOR LOAN			105
	Section 11.1	Compliance with Senior Loan Documents.	105
	Section 11.2	Senior Loan Defaults.	106
	Section 11.3	Senior Loan Estoppels.	107
	Section 11.4	No Amendment to Senior Loan Documents.	107
	Section 11.5	Acquisition of the Senior Loan.	107
	Section 11.6	Deed in Lieu of Foreclosure.	108
	Section 11.7	Refinancing or Prepayment of the Senior Loan.	108



	v	Mezzanine Loan Agreement



Schedules and Exhibits

Schedules :

Schedule I	-	Rent Roll
Schedule II	-	Reserved
Schedule III	-	Organization of Borrower
Schedule IV	-	Exceptions to Representations and Warranties
Schedule V	-	Definition of Special Purpose Bankruptcy Remote Entity
Schedule VI	-	Ratable Share
Schedule VII	-	Pre-Approved Unaffiliated Qualified Parking Managers
Schedule VIII	-	Required Repairs

Exhibits :

Exhibit A-1	-	Legal Description of 350 S. Figueroa Property
Exhibit A-2	-	Legal Description of 555 W. Fifth Property
Exhibit B	-	Secondary Market Transaction Information
Exhibit C	-	Form of Contribution Agreement
Exhibit D	-	Form of Alteration Deficiency Guaranty



	vi	Mezzanine Loan Agreement

MEZZANINE LOAN AGREEMENT

THIS MEZZANINE LOAN AGREEMENT , dated as of July 11, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between DEUTSCHE BANK AG, NEW YORK BRANCH , a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (together with its successors and assigns, “ Deutsche Bank ”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, and BARCLAYS BANK PLC , a public limited company registered in England and Wales (together with its successors and assigns, “ Barclays ”), having an address at 745 Seventh Avenue, New York, New York 10019 (each, a “ Co-Lender ” and, collectively, “ Lender ”), and MAGUIRE PROPERTIES–555 W. FIFTH MEZZ I, LLC , a Delaware limited liability company (together with its permitted successors and assigns, collectively, “ Borrower ”), having an address at c/o Brookfield Office Properties, 250 Vesey Street, 15 ^th Floor, New York, New York 10281.

All capitalized terms used herein shall have the respective meanings set forth in Article 1 hereof.

W I T N E S S E T H :

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 terms and conditions of this Agreement and the other Loan Documents.

ARTICLE 1

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Specific Definitions .

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

“ 350 S. Figueroa Property ” shall mean the parcel of real property described on Exhibit A-1 attached hereto and made a part hereof, the Improvements now or hereafter erected or installed thereon and all personal property owned by the 350 S. Figueroa Senior Borrower and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, all as more particularly described in the Granting Clauses of the Mortgage.

“ 350 S. Figueroa Property Documents ” shall mean, collectively, the 350 S. Figueroa Property Parking Agreement and the 350 S. Figueroa Property REA.

Mezzanine Loan Agreement

of Los Angeles County, as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ 350 S. Figueroa Property Management Agreement ” shall mean the management agreement entered into by and between 350 S. Figueroa Senior Borrower and the current Manager or any replacement management agreement entered into by and between 350 S. Figueroa Senior Borrower and a Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Manager is to provide management and other services with respect to the 350 S. Figueroa Property.

“ 350 S. Figueroa Property Parking Management Agreement ” shall mean the parking management agreement entered into by and between 350 S. Figueroa Senior Borrower and the current Parking Manager or any replacement parking management agreement entered into by and between 350 S. Figueroa Senior Borrower and a Parking Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Parking Manager is to provide management of the operation of the parking garage located at the 350 S. Figueroa Property.

“ 350 S. Figueroa Senior Borrower ” shall mean Maguire Properties-350 S. Figueroa, LLC, a Delaware limited liability company, together with its permitted successors and assigns.

“ 555 W. Fifth Property ” shall mean the parcel of real property described on Exhibit A-2 attached hereto and made a part hereof, the Improvements now or hereafter erected or installed thereon and all personal property owned by the 555 W. Fifth Senior Borrower and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, all as more particularly described in the Granting Clauses of the Mortgage.

“ 555 W. Fifth Property Management Agreement ” shall mean the management agreement entered into by and between 555 W. Fifth Senior Borrower and the current Manager or any replacement management agreement entered into by and between 555 W. Fifth Senior Borrower and a Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Manager is to provide management and other services with respect to the 555 W. Fifth Property.

“ 555 W. Fifth Property Parking Management Agreement ” shall mean the parking management agreement entered into by and between 555 W. Fifth Senior Borrower and the current Parking Manager or any replacement parking management agreement entered into by and between 555 W. Fifth Senior Borrower and a Parking Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Parking Manager is to provide management of the operation of the parking garage located at the 555 W. Fifth Property.

“ 555 W. Fifth Senior Borrower ” shall mean Maguire Properties-555 W. Fifth, LLC, a Delaware limited liability company, together with its permitted successors and assigns.



	2	Mezzanine Loan Agreement

“ Affiliate ” shall mean, as to any Person, any other Person that (i) owns directly or indirectly twenty-five percent (25%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is the spouse, issue or parent of such Person or of an Affiliate of such Person.

“ Alteration Deficiency Guaranty ” shall mean a guaranty (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time) in favor of Lender pursuant to the terms and provisions of Section 4.14.2 of this Agreement, which shall be substantially in the form attached hereto as Exhibit D and shall be executed and delivered by a Brookfield Party that maintains an Investment Grade Rating.

“ Alteration Threshold ” shall mean five percent (5%) of the Outstanding Principal Balance (as defined in the Senior Loan Agreement).

“ Annual Budget ” shall mean the operating and capital budget for the Property setting forth, on a month-by-month basis, in reasonable detail, each line item of Senior Borrower’s good faith estimate of anticipated Operating Income, Operating Expenses and Capital Expenditures for the applicable Fiscal Year.

“ Approved Capital Expenditures ” shall mean Capital Expenditures incurred by Senior Borrower and either (i) included in the Approved Annual Budget or otherwise permitted hereunder or, (ii) required under any Lease (provided that such Capital Expenditures are clearly identified and the amount of such work or a detailed description of such work is set forth in the Leases) (x) in effect as of the date hereof, or (y) that is subsequently entered into in accordance with the Loan Documents, or (iii) approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed.

“ Approved Leasing Expenses ” shall mean actual out-of-pocket expenses which are (A) incurred by Senior Borrower in leasing space at the Property pursuant to Leases existing on the date hereof or entered into in accordance with the Loan Documents, including brokerage commissions, tenant allowances, the cost of tenant improvements, base building expenses (to the extent required to be performed under the applicable Lease) and costs incurred to prepare space for occupancy by a new tenant, including demolition costs) incurred by Senior Borrower in leasing space at the Property pursuant to Leases entered into in accordance with the Loan Documents (or expansions or renewals thereof), which expenses are on market terms and conditions, (B) otherwise approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed, and (C) substantiated by executed Lease documents and brokerage agreements.

“ Approved Operating Expenses ” shall mean Operating Expenses incurred by Senior Borrower which (i) are included in the Approved Annual Budget for the current calendar month, (ii) are for Real Estate Taxes, Insurance Premiums, electric, gas, oil, water, sewer or other utility service to the Property, (iii) are for property management fees payable to the Manager under the Management Agreements, such amounts not to exceed the actual fees payable under the Management Agreements, (iv) are for parking management fees payable to the Parking Manager under the Parking Management Agreement, such amounts not to exceed the actual fees payable under the Parking Management Agreement, or (v) have been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed.



	3	Mezzanine Loan Agreement

“ Assignment of Management Agreement ” shall mean that certain Consent of Manager dated as of the date hereof among Borrower, Manager and Lender.

“ Assignment of Parking Management Agreements ” shall mean that certain Consent of Manager (Parking Agreements) dated as of the date hereof among Borrower, Parking Manager and Lender.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect to all or any part of the Property.

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

“ BOP ” shall mean Brookfield Office Properties, Inc., a Canada corporation.

“ BPY ” shall mean Brookfield Property Partners, L.P., a Bermuda limited partnership.

“ Cash Management Agreement ” shall have the meaning set forth in the Senior Loan Agreement.

“ Casualty Threshold ” shall mean $10,000,000.00.

“ Closing Date ” shall mean the date of the funding of the Loan.



	4	Mezzanine Loan Agreement

“ Collateral ” shall mean all collateral securing or intended to secure the Debt, including the Pledged Collateral.

“ Commonly Controlled Entity ” shall mean an entity, whether or not incorporated, that is under common control with Borrower within the meaning of Section 4001(a)(14) of ERISA or is part of a group that includes Borrower and that is treated as a single employer under Section 414(b) or (c) of the Code.

“ Debt ” shall mean the Outstanding Principal Balance together with all interest accrued and unpaid thereon and all other sums (including the Prepayment Fee and/or Liquidated Damages Amount, if applicable) due to Lender from time to time in respect of the Loan under the Note, this Agreement, the Pledge Agreement, the Environmental Indemnity or any other Loan Document.

“ Debt Service ” shall mean, with respect to any particular period of time, the scheduled interest payments due and payable under the Note.

“ Default Rate ” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate or (ii) three percent (3%) above the Interest Rate.

“ Deposit Bank ” shall mean the bank or banks selected by Lender to maintain the Subordinate Deposit Account.



	5	Mezzanine Loan Agreement

“ Discount Rate ” shall mean the rate which, when compounded monthly, is equivalent to the lesser of (i) the Treasury Rate and (ii) the Swap Rate, each when compounded semi annually.

“ Environmental Indemnity ” shall mean that certain Mezzanine Environmental Indemnity Agreement dated as of the date hereof executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender.



	6	Mezzanine Loan Agreement

such interest in the Loan or (ii) such Co-Lender changes its lending office, except in each case to the extent that amounts with respect to such Special Taxes were payable either to such Co-Lender’s assignor immediately before such Co-Lender became a party hereto or to such Co-Lender immediately before it changed its lending office, (c) Special Taxes attributable to such Co-Lender’s failure to comply with provision of forms and other documentation as required in Section 10.25 and (d) any U.S. federal withholding Special Taxes imposed under FATCA.

“ Fiscal Year ” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the Term.

“ Fitch ” shall mean Fitch, Inc.

“ Guarantor ” shall mean Brookfield DTLA Holdings LLC, a Delaware limited liability company, or any other Person that now or hereafter guarantees the obligations of Borrower under any Loan Document.

“ Guarantor Net Worth Covenant ” shall mean those covenants set forth in Section 5.2 of the Guaranty.



	7	Mezzanine Loan Agreement

“ Guaranty ” shall mean that certain Mezzanine Guaranty of Recourse Obligations of even date herewith from Guarantor for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise amended from time to time.

“ Independent Accountant ” shall mean a firm of nationally recognized, certified public accountants which is selected by Borrower and reasonably acceptable to Lender.

“ Individual Property ” shall mean, individually, (a) the 350 S. Figueroa Property and (b) the 555 W. Fifth Property.

“ Insolvency Opinion ” shall mean that certain bankruptcy non-consolidation opinion letter dated the date hereof delivered by Richards Layton & Finger, P.A. in connection with the Loan.

“ Insurance Proceeds ” shall have the meaning set forth in the Senior Loan Agreement.

“ Interest Rate ” shall mean a rate of six and one-half percent (6.50%) per annum.



	8	Mezzanine Loan Agreement

observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

“ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Loan, Borrower, Senior Borrower, the Collateral or any part thereof, or the Property or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, zoning and land use laws, the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower or Senior Borrower, at any time in force affecting the Property or any part thereof, including any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof, or the Collateral or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“ Letter of Credit ” shall mean an irrevocable, unconditional, transferable (without payment of any transfer fee by the transferring or transferee beneficiary thereof), clean sight draft letter of credit acceptable to Lender in its reasonable discretion (either an evergreen letter of credit or one which does not expire until at least ten (10) Business Days after the Stated Maturity Date or payment of the subject obligation or completion of the subject activity for which such Letter of Credit was provided) in favor of Lender and entitling Lender to draw thereon, in whole or in part, in New York, New York or such other domestic location approved by Lender or pursuant to procedures of the issuing bank provided that such issuing bank allows for draws (including partial draws by facsimile), issued by an Eligible Institution or the U.S. agency or branch of a foreign Eligible Institution, to an applicant/obligor that is not Borrower.

“ Lien ” shall mean any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, easement, restrictive covenant, preference, assignment, security interest, PACE Loan or any other encumbrance, charge or transfer of, on or affecting (i) all or any portion of the Property or any interest therein, (ii) all or any portion of the Collateral, or (iii) any direct or indirect interest in Borrower or Senior Borrower, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances. For purposes hereof, a notice of commencement of work or any similar filing shall not be considered a “Lien”.

“ Liquidation Event ” shall mean (i) any Casualty to the Property or any material portion thereof, (ii) any Condemnation of the Property or any material portion thereof, (iii) a Transfer of the Property in connection with realization thereon following an Event of Default under the Senior Loan, including, without limitation, a foreclosure sale, or (iv) any refinancing or payoff of the Property or the Senior Loan permitted hereunder (including any refund of reserves on deposit with Senior Lender (but not disbursements therefrom)).

“ Loan ” shall mean the loan in the original principal amount of One Hundred Thirty-One Million and No/100 Dollars ($131,000,000.00) made by Lender to Borrower pursuant to this Agreement.



	9	Mezzanine Loan Agreement

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Environmental Indemnity, the Assignment of Management Agreement, the Assignment of Parking Management Agreements, the Subordinate Deposit Account Agreement and the Guaranty and any other documents, agreements and instruments now or hereafter evidencing, securing or delivered to Lender in connection with the Loan, as the same may be (and each of the foregoing defined terms shall refer to such documents as they may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Major Lease ” shall mean any Lease which (i) either individually, or when taken together with any other Lease with the same Tenant or its Affiliates, and assuming the exercise of all expansion rights and preferential rights to lease additional space contained in such Lease, is expected to cover more than 75,000 rentable square feet at the Property, (ii) contains an option or preferential right to purchase all or any portion of the Property, (iii) is with an Affiliate of Borrower or Senior Borrower as Tenant, or (iv) is entered into during the continuance of an Event of Default.

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

“ Material Adverse Effect ” means, with respect to a Person, any event or condition which causes (i) a material impairment of the ability to perform any of its obligations under any Loan Documents, (ii) a material adverse effect upon the legality, validity, binding effect or enforceability of any Loan Document, or (iii) a material adverse effect on the use, value or possession of the Collateral or the Property taken as a whole (including the Underwritten Net Cash Flow).



	10	Mezzanine Loan Agreement

existing on the date hereof or entered into hereafter in accordance with the provisions of this Agreement, (ii) alterations performed as part of a Restoration or (iii) any Emergency Repair, constitute a Material Alteration.

“ Monthly Payment Date ” shall mean the sixth (6 ^th ) day of every calendar month occurring during the Term.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage ” shall mean that certain first priority Deed of Trust, Assignment of Leases and Rents and Security Agreement, dated the date hereof, executed and delivered by Senior Borrower to Senior Lender as security for the Senior Loan and encumbering the Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Net Liquidation Proceeds After Debt Service ” shall mean with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Senior Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (i) Lender’s and/or Senior Lender’s reasonable costs incurred in connection with the recovery thereof, (ii) in the case of Casualty or Condemnation, the costs incurred by Senior Borrower in connection with a restoration of the Property made in accordance with the Senior Loan Documents, (iii) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Senior Loan Documents to Senior Lender, (iv) in the case of a foreclosure sale, disposition or Transfer of the Property in connection with realization thereon following an Event of Default under the Senior Loan, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (v) in the case of a foreclosure sale, such costs and expenses incurred by Senior Lender under the Senior Loan Documents as Senior Lender shall be entitled to receive reimbursement for under the terms of the Senior Loan Documents and (vi) in the case of a refinancing of the Senior Loan, such costs and expenses (including reasonable attorneys’ fees) of such refinancing as shall be reasonably approved by Lender.

“ Net Operating Income ” shall mean, for any period, the amount obtained by subtracting Operating Expenses from Operating Income.

“ Net Proceeds ” shall have the meaning set forth in the Senior Loan Agreement.

“ New Junior Mezzanine Loan Documents ” shall mean all documents evidencing or securing any New Junior Mezzanine Loan.



	11	Mezzanine Loan Agreement

“ New Junior Mezzanine Loan Lender ” shall mean the lender, whether one or more, under any New Junior Mezzanine Loan.

“ Obligations ” shall mean, collectively, Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations.

“ Officer’s Certificate ” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower.

“ Open Prepayment Date ” shall mean April 6, 2021.

“ Operating Expenses ” shall have the meaning set forth in the Senior Loan Agreement.

“ Operating Income ” shall have the meaning set forth in the Senior Loan Agreement.

“Other Connection Taxes” shall mean Special Taxes imposed as a result of a present or former connection between a Co-Lender and the jurisdiction imposing such tax (other than connections arising from such Co-Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or the Loan Document).

“ Outstanding Principal Balance ” shall mean, as of any date, the outstanding principal balance of the Loan.



	12	Mezzanine Loan Agreement

“ Parking Manager ” shall mean ABM Onsite Services – West, Inc., a Delaware corporation, or any other parking manager engaged in accordance with the terms and conditions of the Loan Documents.

“ Permitted Budget Variance ” shall have the meaning set forth in the Senior Loan Agreement.

“ Permitted Encumbrances ” shall mean, collectively, (i) the Liens and security interests created by the Loan Documents, (ii) the Liens and security interests created by the Senior Loan Documents, (iii) all encumbrances and other matters disclosed in the Title Insurance Policy, (iv) Liens, if any, for Taxes or Other Charges imposed by any Governmental Authority and are either (a) not yet due or delinquent or (b) being contested in good faith in accordance with the requirements of Section 4.6 , (v) any workers’, mechanics’ or other similar Liens on the Property provided that any such Lien is bonded or discharged within sixty (60) days after Borrower or Senior Borrower first receives written notice of such Lien or which is being contested in good faith in accordance with the requirements of Section 4.3 , (vi) zoning restrictions, rights-of-way, easements, encroachments, building restrictions and other minor defects or similar charges and encumbrances on the use of the Property, in each case, which do not interfere with the ordinary conduct of the business of Borrower or Senior Borrower and that are not incurred (a) in connection with the borrowing of money or the obtaining of advances or credit or (b) in a manner which could result in a Material Adverse Effect, and (vii) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.



	13	Mezzanine Loan Agreement

“ Permitted Leasing Expenses ” shall have the meaning set forth in the Senior Loan Agreement.

“ Physical Conditions Report ” shall mean that certain Property Condition Report, prepared by CBRE, Inc. and dated as of June 27, 2016, CBRE Project No: PC60626406.

“ Pledge Agreement ” shall mean that certain Pledge and Security Agreement dated as of the date hereof, made by Borrower in favor of Lender, as the same may be amended, restated, replace, supplemented or otherwise modified from time to time.

“ Pledged Collateral ” shall mean the one hundred percent (100%) ownership interest of Borrower in Senior Borrower.

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

“ Prepayment Fee ” shall mean an amount equal to the greater of (i) the Yield Maintenance Amount, or (ii) one percent (1%) of the unpaid principal balance of the Note as of the Repayment Date.

“ Prepayment Lockout Expiration Date ” shall mean September 6, 2017.

“ Property ” shall mean, collectively, the 350 S. Figueroa Property and the 555 W. Fifth Property.

“ Public Securitization ” shall mean a securitization involving a registered public offering of Securities pursuant to the Securities Act.

“ Qualified Equity Holder ” shall mean one or more of the following:



	14	Mezzanine Loan Agreement

(c) an institution substantially similar to any of the foregoing entities described in clauses (a) and (b) that satisfies the Eligibility Requirements;

(d) any entity Controlled by any of the entities described in clauses (a) through (c) above that satisfies the Eligibility Requirements; or

“ Rating Agencies ” shall mean, prior to the Securitization of the Loan, any nationally-recognized statistical rating organization (e.g. S&P, Moody’s, Fitch, Inc., DBRS, Inc. or any successor thereto) which is designated by Lender and, following the Securitization of the Loan, all of the rating organizations engaged to rate the Securities issued in connection with the Securitization of the Loan.



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“ Regulation AB ” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“ REMIC ” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

“ Rents ” shall mean all rents, rent equivalents, “additional rent” (i.e. pass-throughs for operating expenses, real estate tax escalations and/or real estate tax pass-throughs, payments by Tenants on account of electrical consumption, porters’ wage escalations, condenser water charges and tap-in fees, freight elevator and HVAC overtime charges, charges for excessive rubbish removal and other sundry charges), moneys payable as damages (including payments by reason of the rejection of a Lease in a bankruptcy proceeding) or in lieu of rent or rent equivalents, royalties (including all oil and gas or other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other payment and consideration of whatever form or nature received by or paid to or for the account of or benefit of Senior Borrower, Manager, Parking Manager or any of their respective agents or employees (but specifically excluding any gratuities received by the respective agents or employees of the Parking Manager) from any and all sources arising from or attributable to the Property and the Improvements, including all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Property or rendering of services by Senior Borrower, Manager, Parking Manager or any of their respective agents or employees, and Insurance Proceeds, if any, from business interruption or other loss of income insurance, but only to the extent Lender elects to treat such Insurance Proceeds as business or rental interruption Insurance Proceeds pursuant to Section 5.4(e) of the Senior Loan Agreement.

“ Repayment Date ” shall mean the date of a prepayment of the Loan pursuant to the provisions of Section 2.4 hereof, as applicable.

“ Restoration ” shall mean the repair and restoration of the Property after a Casualty or Condemnation as nearly as possible to the condition the Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender, to the extent required under this Agreement.

“ S&P ” shall mean Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies.

“ Security Documents ” shall mean collectively, (i) the Pledge Agreement, (ii) a notice of pledge to Senior Borrower, (iii) all Uniform Commercial Code financing statements required by



	16	Mezzanine Loan Agreement

this Agreement to be filed with respect to the security interests in personal property created pursuant to the Security Documents, (iv) the Pledged Securities and (v) all other documents and agreements executed or delivered to Lender by Borrower in connection with any of the foregoing documents.

“ Senior Borrower ” shall mean, individually or collectively, as the context may require, 555 W. Fifth Senior Borrower and 350 S. Figueroa Senior Borrower.

“ Senior Lender ” shall mean, collectively, (i) Deutsche Bank AG, New York Branch, (ii) Barclays Bank PLC, and (iii) any successor holder of the Senior Loan.

“ Senior Loan ” shall mean that certain mortgage loan in the principal amount of $319,000,000.00 made on the date hereof by Senior Lender to Senior Borrower, and evidenced and secured by the Senior Loan Documents, as the same may be severed, componentized or otherwise split in accordance with the Senior Loan Agreement.

“ Senior Loan Agreement ” shall mean that certain Loan Agreement dated as of the date hereof between Senior Lender and Senior Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, with the consent of Lender.

“ Senior Loan Documents ” shall mean the “Loan Documents” as defined in the Senior Loan Agreement.

“ Senior Note ” shall mean the “Note” as defined in the Senior Loan Agreement.

“ Significant Obligor ” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“ State ” shall mean the State in which the Property is located.

“ Stated Maturity Date ” shall mean August 6, 2021.

“ Subordinate Deposit Account ” shall mean an Eligible Account at the Deposit Bank to be established upon the occurrence of a Trigger Period existing solely because of a Current Mezzanine Loan Default (as such term is defined in the Senior Loan Agreement), which account is controlled by Lender.

“ Subordinate Deposit Account Agreement ” shall mean the deposit account agreement, if any, entered into by and among Borrower, Lender and the Deposit Bank after the date hereof, in form and substance reasonably acceptable to Lender, pursuant to which Deposit Bank is to provide certain cash management and account control services in accordance with the terms of this Agreement, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“ Survey ” shall mean the surveys of the Property prepared by Diamond West Incorporated, dated July 8, 2016, DWEI Job Number: 16-1008.

“ Swap Rate ” shall mean the sum of (i) the Treasury Rate and (ii) the 5-year swap spread off Reuters Capital Markets 19901.



	17	Mezzanine Loan Agreement

“ Title Insurance Policy ” shall have the meaning set forth in the Senior Loan Agreement.

“ TRIPRA” shall mean the Terrorism Risk Insurance Program Reauthorization Act of 2015 or any replacement, reauthorization or extension thereof.

“ Trigger Period ” shall have the meaning set forth in the Senior Loan Agreement.

“ Trustee ” shall mean any trustee holding the Loan in a Securitization.

“ UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the State (with respect to fixtures), the State of New York.

“ Unaffiliated Qualified Parking Manager ” shall mean a parking manager that is not an Affiliate of Borrower or Senior Borrower and that (A) is a reputable, nationally or regionally recognized management company having at least five (5) years’ experience in the management of parking garages similar to the parking garages at the Property, (B) at the time of its engagement as parking manager has under management at least three (3) parking garages located in major metropolitan markets in the United States containing not less than 3,000 parking stalls in total (in each case excluding the Property) and (C) is not the subject of a bankruptcy or similar insolvency proceeding. For purposes hereof, each Person identified on Schedule VII attached hereto shall be considered an “Unaffiliated Qualified Parking Manager”.

“ Unaffiliated Qualified Manager ” shall mean a property manager of the Property that is not an Affiliate of Borrower or Senior Borrower and that (A) is a reputable, nationally or regionally recognized management company having at least five (5) years’ experience in the management of similar Class “A” office properties, (B) at the time of its engagement as property manager has under management leasable square footage of the same property type as the Property located in major metropolitan markets in the United States equal to or greater than



	18	Mezzanine Loan Agreement

5,000,000 leasable square feet of office space (excluding the Property) and (C) is not the subject of a bankruptcy or similar insolvency proceeding.

“ Underwritten Net Cash Flow ” shall have the meaning set forth in the Senior Loan Agreement.

Section 1.2 Index of Other Definitions . the following terms are defined in the sections or Loan Documents as indicated below:

“ 350 S. Figueroa Property Building ” – 3.1.44

“ Acceptable Blanket Policy ” – 5.1.1(h)

“ Accounts ” - 6.1

“ Act ” - Schedule V

“ Agreement ” - Introductory Paragraph

“ Approved Annual Budget ” - 4.10.5
“ Approved Extraordinary Operating Expense ” - 4.10.6

“ Borrower ” - Introductory Paragraph

“ Borrower’s Recourse Liabilities ” - 10.20

“ Brookfield Party ” - 7.2(g)(iv)

“ Casualty ” - 5.2

“ Cause ” - Schedule V

“ Co-Lender ” – Introductory Paragraph

“ Committee ” - Schedule V

“ Disclosure Document ” - 8.2(a)

“ Easements ” - 3.1.12

“ Election Notice ” – 2.4.3

“ Embargoed Person ” - 4.34(b)

“ Equipment ” - Mortgage

“ ERISA ” - 4.33(a)

“ Event of Default ” - 9.1

“ Excess Management Fees ” - 4.16.1

“ Exchange Act ” - 8.2(a)

“ Exchange Act Filing ” - 8.1(d)

“ Extraordinary Operating Expense ” - 4.10.6

“ Funds ” - 6.3.1

“ Government Lists ” – 3.1.42

“ Improvements ” - Mortgage

“ Indemnified Liabilities ” - 4.32



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“ Independent Director ” - Schedule V

“ Independent Manager ” - Schedule V

“ Initial Interest Period ” - 2.3.1

“ Insurance Premiums ” - 5.1.2

“ Intercreditor Agreement ” – 10.30

“ Interest Period ” - 2.3.2

“ Issuer ” – 8.2(b)

“ Lender ” - Introductory Paragraph

“ Lender Group ” - 8.2(b)

“ Liabilities ” - 8.2(b)

“ Licenses ” - 3.1.18

“ Liquidated Damages Amount ” - 2.4.5(b)

“ Monthly Debt Service Payment Amount ” - 2.3.1

“ Nationally Recognized Service Company ” - Schedule V

“ New Junior Mezzanine Loan ” - 8.3.2

“ New Junior Mezzanine Loan Borrower ” - 8.3.2

“ Note ” - 2.1.3

“ Note A-1 ” – 2.1.3
“ Note A-2 ” – 2.1.3
“ Notice ” - 10.6

“ OFAC ” - 3.1.42

“ Patriot Act Offense ” – 3.1.42

“ Permitted Indebtedness ” - 4.22

“ Permitted Investments ” - Cash Management Agreement

“ Permitted Transfer ” - 7.2

“ Personal Property ” - Mortgage

“ Policies ” - 5.1.1(b)

“ Real Estate Taxes ” – 1.1 (Definition of Taxes)

“ Register ” - 10.26(b)

“ Required Repairs ” – 4.39

“ Reserve Funds ” – 6.2

“ Review Waiver ” - 10.2(b)

“ Reviewed Section ” - 8.2(b)

“ Secondary Market Transaction ” - 8.1(a)

“ Securities ” - 8.1(a)

“ Securities Act - 8.2(a)

“ Securitization ” - 8.1(a)

“ Servicer ” - 10.22(a)

“ Servicing Agreement ” - 10.22(a)

“ Sole Member ” - Schedule V

“ Special Member ” - Schedule V

“ Special Purpose Bankruptcy Remote Entity ” - Schedule V

“ Special Taxes ” - 10.25

“ Springing Recourse Event ” - 10.20

“ Tenant Lien ” – 4.3(c)

“ Transfer ” - 4.2

“ Transfer and Assumption ” - 7.1

“ Transferee Borrower ” - 7.1



	20	Mezzanine Loan Agreement

“ Transferee Senior Borrower ” - 7.1

“ Underwriter Group ” - 8.2(b)

“ Updated Information ” - 8.1(b)(i)
“ Write-Down and Conversion Powers ” – 10.27

ARTICLE 2

THE LOAN

Section 2.1 The Loan .

2.1.3 The Note . The Loan shall be evidenced by (i) that certain Mezzanine Promissory Note A-1 of even date herewith, in the stated principal amount of One Hundred Four Million Eight Hundred Thousand and No/100 Dollars ($104,800,000.00) executed by Borrower and payable to Deutsche Bank (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note A-1 ”), and (ii) that certain Mezzanine Promissory Note A-2 of even date herewith, in the stated principal amount of Twenty-Six Million Two Hundred Thousand and No/100 Dollars ($26,200,000.00) executed by Borrower and payable to Barclays (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, “ Note A-2 ”); and together with the Note A-1, collectively, the “ Note ”) and shall be repaid in accordance with the terms of this Agreement, the Note and the other Loan Documents.

2.1.4 Use of Proceeds . Borrower shall use proceeds of the Loan solely to make a capital contribution to Senior Borrower.

Section 2.2 Interest Rate .

2.2.1 Interest Rate . Interest on the Outstanding Principal Balance shall accrue throughout the Term at the Interest Rate.



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2.2.3 Interest Calculation . Interest on the outstanding principal balance of each Note shall be calculated by multiplying (A) the actual number of days elapsed in the period for which the calculation is being made by (B) a daily rate based on a three hundred sixty (360) day year (that is, the Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (C) the outstanding principal balance of such Note. The accrual period for calculating interest due on each Monthly Payment Date shall be the Interest Period immediately prior to such Monthly Payment Date.

Section 2.3 Loan Payments .

2.3.1 Payments . On the date hereof, Borrower shall pay to Lender an amount equal to interest on the unpaid Outstanding Principal Balance from the Closing Date up to and including August 5, 2016 (the “ Initial Interest Period ”). On September 6, 2016 and each Monthly Payment Date thereafter during the Term, Borrower shall make a payment of interest on the Outstanding Principal Balance accrued at the Interest Rate during the Interest Period immediately preceding such Monthly Payment Date (the “ Monthly Debt Service Payment Amount ”), which payments shall be applied first to accrued and unpaid interest and the balance to the Outstanding Principal Balance. So long as no Event of Default has occurred and is then continuing, the payment of each Monthly Debt Service Payment Amount shall be applied, first, on a pro rata and pari passu basis based on the relative principal balance of each Note, to accrued and unpaid interest on each Note, and second, on a pro rata and pari passu basis based on the relative principal balance of each Note, to each Note until paid in full. Any payment of the Monthly Debt Service Payment Amount received during the continuance of an Event of Default shall be applied to the Debt in such order and priority as may be determined by Lender. In addition to the foregoing, Borrower shall pay to Lender all amounts required in respect of Reserve Funds as set forth in Article 6 hereof.



	22	Mezzanine Loan Agreement

2.3.2 Payments Generally . After the Initial Interest Period, each interest accrual period thereafter (each, an “ Interest Period ”) shall commence on the sixth (6 ^th ) day of each calendar month during the Term and shall end on and include the fifth (5 ^th ) day of the next occurring calendar month. Lender shall have the right from time to time, in its sole discretion, upon not less than ten (10) days prior written notice to Borrower, to change the Monthly Payment Date to a different calendar day and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change; provided, however, that if Lender shall have elected to change the Monthly Payment Date as aforesaid, Lender shall adjust the Interest Period accordingly. With respect to payments of principal due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the day immediately preceding such Maturity Date.

2.3.4 Late Payment Charge . If any principal, interest or any other sum due under the Loan Documents (other than the Outstanding Principal Balance due and payable on the Maturity Date) is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of three percent (3%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by law.

2.3.5 Method and Place of Payment .

Section 2.4 Prepayments .

2.4.1 Prepayments . Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Stated Maturity Date.



	23	Mezzanine Loan Agreement

(b) Borrower shall comply with the provisions set forth in Section 2.4.8 ;

(c) Prepayments of principal on the Loan pursuant to this Section 2.4.2 shall be applied on a pro rata and pari passu basis based on the relative principal balance of each Note, to each Note until paid in full; and

2.4.3 Open Prepayment . Notwithstanding anything to the contrary contained herein, provided no Event of Default shall have occurred and is continuing and provided that Borrower shall deliver to Lender a Prepayment Notice, Borrower may prepay all or a portion of the principal balance of the Note and any other amounts outstanding under the Note, this Agreement, or any of the other Loan Documents, without payment of the Prepayment Fee or any other prepayment premium, penalty or fee, on any Business Day on or after the Open Prepayment Date. If such prepayment is not made on a Monthly Payment Date, Borrower shall also pay interest that would have accrued on the principal balance of the Note to, but not including, the next Monthly Payment Date. Notwithstanding the foregoing, so long as no Event of Default is continuing, in the event that Net Proceeds exceed thirty percent (30%) of the original principal balance of the Senior Loan, Senior Lender makes a prepayment of the Senior Loan with all such Net Proceeds pursuant to Section 2.4.4 of the Senior Loan (other than a prepayment resulting from the application of any excess Net Proceeds after completion of Restoration) then Borrower may, at Borrower’s option, prepay all, but not less than all of the Loan without the payment of any Prepayment Fee or penalty, subject to the following conditions and limitations: (a) from and after the date that Senior Lender notifies Senior Borrower that it is electing not to make Net Proceeds available for Restoration (the “ Election Notice ”), Borrower shall have until the later of (i) thirty (30) days after the Election Notice and (ii) ninety (90) days after the occurrence of the Casualty, to notify Lender that Borrower is electing to prepay the Loan in full, (b) Borrower in fact prepays the Loan in full on a Monthly Payment Date or before the later of (i) one hundred twenty (120) days after Lender gives the Election Notice and (ii) the date which is one hundred eighty (180) days after the occurrence of the Casualty, (c) if such prepayment is not made on a Monthly Payment Date, Borrower shall also pay interest that would have accrued on the principal balance of the Note to, but not including, the next Monthly Payment Date, and (d) concurrently with such prepayment, Senior Borrower shall prepay the Senior Loan in full in accordance with the terms of the Senior Loan Agreement.

2.4.4 Mandatory Prepayments .



	24	Mezzanine Loan Agreement

(a) In the event of any Liquidation Event, Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lender, which proceeds shall then be applied by Lender on the next Business Day towards the amount necessary to fully repay the Loan including all interest accrued to the date of prepayment and any other sums then due and payable by Borrower to Lender. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Notwithstanding anything to the contrary contained herein, so long as no Event of Default has occurred and is continuing, no Prepayment Fee or any other prepayment premium, penalty or fee shall be payable in connection with a prepayment pursuant to this Section 2.4.4 following a Liquidation Event within the meaning of clause (i) or clause (ii) of the definition thereof.

(b) Borrower shall notify Lender of any Liquidation Event not later than one Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.4 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Senior Loan or Transfer of the Property set forth in this Agreement and the other Loan Documents.

2.4.5 Prepayments After Default .

(a) If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or is otherwise recovered by Lender, such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, and Borrower shall pay, as part of the Debt, all of: (i) all accrued interest at the Interest Rate and, if such tender and acceptance is not made on a Monthly Payment Date, interest that would have accrued on the Debt to, but not including, the next Monthly Payment Date, (ii) an amount equal to the Prepayment Fee, if prior to the Open Prepayment Date, and (iii) in the event the payment occurs on or prior to the Prepayment Lockout Expiration Date, the Liquidated Damages Amount in accordance with Section 2.4.5(b) below.

2.4.6 Release on Payment in Full . Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents, release the Lien of the Pledge Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Pledge Agreement, including Lender’s reasonable attorneys’ fees.



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2.4.7 Prepayment Conditions.

(a) On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender all unpaid interest on the portion of the Outstanding Principal Balance prepaid plus, if the Repayment Date is not a Monthly Payment Date, all interest accruing for the full Interest Period in which the Repayment Date falls.

(c) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation, any costs and expenses associated with a release of the Lien of the Pledge Agreement as set forth in Section 2.4.6 above and reasonable attorneys’ fees and expenses).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Borrower Representations . Borrower represents and warrants that, except to the extent (if any) disclosed on Schedule IV hereto with reference to a specific subsection of this Section 3.1 :

3.1.1 Organization; Special Purpose . Each of Borrower and Senior Borrower is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and Senior Borrower is duly qualified and in good standing in the jurisdiction in which the Property is located, and each of Borrower and each Senior Borrower is duly qualified and in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, and Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged. Each of Borrower and each Senior Borrower is a Special Purpose Bankruptcy Remote Entity.

3.1.2 Proceedings . This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.1.3 No Conflicts . The execution and delivery of this Agreement and the other Loan Documents by Borrower and the performance of its Obligations hereunder and thereunder will



	26	Mezzanine Loan Agreement

not conflict with any provision of any law or regulation to which Borrower or Senior Borrower is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s or Senior Borrower’s organizational documents or any agreement or instrument to which Borrower or Senior Borrower is a party or by which it is bound, or any order or decree applicable to Borrower or Senior Borrower, or result in the creation or imposition of any Lien on any of Borrower’s or Senior Borrower’s assets or property (other than pursuant to the Loan Documents).

3.1.4 Litigation . There is no action, suit, proceeding or investigation pending or, to the best of Borrower’s knowledge, threatened against Borrower, Senior Borrower, Guarantor, the Manager the Collateral or any Individual Property in any court or by or before any other Governmental Authority which, if adversely determined, is reasonably expected to result in a Material Adverse Effect with respect to any such parties.

3.1.5 Agreements . Neither Borrower nor Senior Borrower is a party to any agreement or instrument or subject to any restriction which is reasonably expected to result in a Material Adverse Effect. Neither Borrower nor Senior Borrower 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 is reasonably expected to result in a Material Adverse Effect. Neither Borrower nor Senior Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it, the Collateral or the Property is bound which is reasonably expected to result in a Material Adverse Effect. Neither Borrower nor Senior Borrower has any material financial obligation (contingent or otherwise) under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower or Senior Borrower is a party or by which Borrower, Senior Borrower, the Collateral or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation, management, leasing and improvement of the Property (including, without limitation, pursuant to the four (4) Management Agreements), (b) obligations under the Loan Documents and the Senior Loan Documents, and (c) obligations, covenants or conditions contained in any Permitted Encumbrance, the Leases and any Major Contract.

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

3.1.7 Title . Senior Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. Borrower owns the Collateral free and clear of all Liens whatsoever. The Pledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create a valid, first priority, perfected Lien on Borrower’s interest in the Pledged Collateral. To Borrower’s knowledge, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by this Agreement, (b) materially and adversely



	27	Mezzanine Loan Agreement

affect the value of any Individual Property or the Collateral, (c) impair the use or operations of any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner.

3.1.8 ERISA; No Plan Assets . As of the date hereof and throughout the Term (i) neither Borrower, Senior Borrower nor any Commonly Controlled Entity sponsors is obligated to contribute to, and neither Borrower, Senior Borrower nor any Commonly Controlled Entity is itself, an “employee benefit plan,” as defined in Section 3(3) of ERISA, (ii) none of the assets of Borrower or Senior Borrower constitutes or will constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, (iii) neither Borrower nor Senior Borrower is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (iv) neither Borrower nor Senior Borrower nor any transaction by or with Borrower or Senior Borrower is or will be subject to state statutes regulating investment of, or fiduciary obligations with respect to, governmental plans. As of the date hereof, neither Borrower, Senior Borrower, nor any member of a “controlled group of corporations” (within the meaning of Section 414 of the Code) maintains, sponsors or contributes to a “defined benefit plan” (within the meaning of Section 3(35) of ERISA) or a “multiemployer pension plan” (within the meaning of Section 3(37) of ERISA).

3.1.9 Compliance . Borrower, Senior Borrower and the Property (including, but not limited to the Improvements) and the use thereof comply in all material respects with all applicable Legal Requirements, including parking, building and zoning and land use laws, ordinances, regulations and codes. Neither Borrower nor Senior Borrower has committed any act which may give any Governmental Authority the right to cause Borrower or Senior Borrower to forfeit its interest in the Collateral or the Property or any part thereof or any monies paid in performance of Borrower’s Obligations under any of the Loan Documents. The Property is used exclusively as an office building and other appurtenant and related uses. No legal proceedings are pending or, to the knowledge of Borrower, threatened with respect to the zoning of the Property. Neither the zoning nor any other right to construct, use or operate the Property is in any way dependent upon or related to any property other than the Property. The use being made of the Property is in conformity with the certificate of occupancy issued for the Property and all other restrictions, covenants and conditions affecting the Property.

3.1.10 Financial Information . All financial data, including the statements of cash flow and income and operating expense, that have been prepared by or on behalf of Borrower, Senior Borrower, Guarantor and their Affiliates and delivered to Lender in connection with the Loan (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property as of the date of such reports in all material respects, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Neither Borrower nor Senior Borrower 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 reasonably likely to have a Material Adverse Effect, except as referred to or reflected in said financial statements. Since the date of the financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower, Senior Borrower or the Property or any Individual Property from that set forth in said financial statements.



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3.1.11 Condemnation. No Condemnation or other proceeding has been commenced or, to Borrower’s knowledge, is threatened with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to such Individual Property.

3.1.15 Enforceability . The Loan Documents are not subject to any right of rescission, set‑off, counterclaim or defense by Borrower, Senior Borrower or Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and neither Borrower, Senior Borrower nor Guarantor has asserted any right of rescission, set‑off, counterclaim or defense with respect thereto.

3.1.16 Assignment of Leases . The Assignment of Leases and Rents dated as of the date hereof and granted to Senior Lender creates a valid assignment of, or a valid security interest in, certain rights under the Leases. No Person other than Senior Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder.

3.1.17 Insurance . Borrower has obtained (or caused Senior Borrower to obtain) and has delivered to Lender certificates of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. To Borrower’s knowledge, no Person, including Borrower and Senior Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

3.1.18 Licenses . All necessary certificates of occupancy for the current use of each Individual Property, and all other certifications, permits, licenses and approvals required Senior Borrower for the legal use, occupancy and operation of each Individual Property as an office building and/or parking garage (collectively, the “ Licenses ”) have been obtained and are in full force and effect unless such failure to obtain is not reasonably expected to result in a Material Adverse Effect. Borrower shall (or shall cause Senior Borrower to) keep and maintain all Licenses necessary for (i) the operation of the 555 W. Fifth Property as an office building with an ancillary parking garage and (ii) the operation of the 350 S. Figueroa Property as a parking garage.



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3.1.20 Physical Condition . To Borrower’s knowledge, except as may be expressly set forth in the Physical Conditions Report, each Individual Property, including all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping and all structural components, are in good condition, order and repair in all material respects, normal wear and tear excepted; there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, that are reasonably expected to result in a Material Adverse Effect, and neither Borrower nor Senior Borrower has received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or any termination or threatened termination of any policy of insurance or bond.



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Individual Property which have not been applied (including accrued interest thereon), all of which are held by Senior Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. Each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Senior Borrower (other than with respect to the Lease with the Manager). Except as disclosed on Schedule I , the Tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing or as disclosed on Schedule I . There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein by Senior Borrower (or by any predecessor-in-interest which is binding on Senior Borrower) which is still in effect. To Borrower’s knowledge, no Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part.

3.1.23 Filing and Recording Taxes . All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Senior Borrower have been paid or are being paid simultaneously herewith. All recording or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Pledge Agreement, have been paid or are being paid simultaneously herewith. All Taxes due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established under the Senior Loan Documents or are insured against by the Title Insurance Policy.

3.1.24 Tax Filings . To the extent required, Borrower and Senior Borrower have filed (or have obtained effective extensions for filing) all federal and material state, commonwealth, district and local tax returns required to be filed and has paid all federal, state, commonwealth, district and local taxes, charges and assessments due and payable by Borrower or Senior Borrower. Borrower’s and Senior Borrower’s tax returns (if any) properly reflect the income and taxes of Borrower and Senior Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable Governmental Authority upon audit.



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other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of the obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Senior Borrower or Guarantor (or any of their respective Affiliates that own direct or indirect beneficial interests in the Property) and none of such Persons has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor Senior Borrower, nor any of their respective Affiliates that own direct or indirect beneficial interests in the Property, are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s or Senior Borrower’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

3.1.28 Organizational Status . Borrower’s exact legal name is: MAGUIRE PROPERTIES–555 W. FIFTH MEZZ I, LLC. Borrower is of the following organizational type (e.g., corporation, limited liability company): limited liability company, and the jurisdiction in which Borrower is organized is: Delaware. Borrower’s Tax I.D. number is 46-3431852 and Borrower’s Delaware Organizational I.D. number is 6081149. 555 W. Fifth Senior Borrower’s Tax I.D. number is 20-0023239 and 555 W. Fifth Senior Borrower’s Delaware Organizational I.D. number is 3658031. 350 S. Figueroa Senior Borrower’s Tax I.D. number is 20-2899360 and 350 S. Figueroa Senior Borrower’s Delaware Organizational I.D. number is 3975178.

3.1.29 Bank Holding Company . Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

3.1.30 No Casualty . None of the Improvements at any Individual Property have suffered any material casualty or damage which has not been fully repaired and the cost thereof fully paid.

3.1.31 Purchase Options . Neither the Collateral nor any Individual Property, nor any part thereof, are subject to any purchase options, rights of first refusal to purchase, rights of first offer to purchase or other similar rights in favor of third parties.

3.1.32 FIRPTA . Borrower is not a “foreign person” within the meaning of Sections 1445 or 7701 of the Code.



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3.1.33 Investment Company Act . Borrower is not (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to any other United States federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

3.1.35 Fiscal Year . Each fiscal year of Borrower commences on January 1.

3.1.37 Contracts .

(a) Neither Borrower nor Senior Borrower has entered into, or is bound by, any Major Contract which continues in existence, except those previously disclosed in writing to Lender.

(b) To the best of Borrower’s knowledge, each of the Major Contracts is in full force and effect. There are no monetary or other material defaults by Borrower or Senior Borrower under any Major Contracts and, to the best knowledge of Borrower, there are no monetary or other material defaults thereunder by any other party thereto. None of Borrower, Senior Borrower, Manager, Parking Manager or any other Person acting on Borrower’s or Senior Borrower’s behalf has given or received any notice of default under any of the Major Contracts that remains uncured or in dispute.

(c) Borrower has delivered true, correct and complete copies of the Major Contracts (including all amendments and supplements thereto) to Lender.

(d) Except for the Manager under the Management Agreements, no Major Contract has as a party an Affiliate of Borrower or Senior Borrower. All fees and other compensation due and owing for services previously performed under the Management Agreements have been paid in full.

3.1.38 Full and Accurate Disclosure . No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower related to Borrower, Senior Borrower, Guarantor, the Collateral or any Individual Property which is reasonably expected to have a Material Adverse Effect.

3.1.39 Other Obligations and Liabilities . Neither Borrower nor Senior Borrower has any liabilities or other obligations that arose or accrued prior to the date hereof that, either individually or in the aggregate, which is reasonably expected to have a Material Adverse Effect.



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3.1.40 Intentionally Omitted .

3.1.41 Operations Agreements . Each Operations Agreement is in full force and effect and neither Borrower, Senior Borrower nor, to Borrower’s knowledge, any other party to any Operations Agreement, is in default thereunder which is reasonably expected to result in a Material Adverse Effect, and to the best of Borrower’s knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default thereunder which is reasonably expected to result in a Material Adverse Effect.

3.1.42 No Prohibited Persons . Neither Borrower, Senior Borrower nor any owner of a direct or indirect interest in Borrower or Senior Borrower (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity. For purposes hereof, the term “ Patriot Act Offense ” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “ Patriot Act Offense ” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “ Government Lists ” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“ OFAC ”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrower in writing is now included in “ Government Lists ”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrower in writing is now included in “ Government Lists ”. The representations contained in this Section 3.1.42 shall not be deemed to apply to owners of shares of common stock in any indirect owner of Borrower or Senior Borrower whose shares are listed on a publicly traded exchange and acquired such shares through such exchange.

3.1.43 Illegal Activity . No portion of the Property or the Collateral has been or will be purchased with proceeds of any illegal activity, and to the best of Borrower’s knowledge, there are no illegal commercial activities or commercial activities relating to controlled substances at the Property (including, without limitation, any growing, distributing and/or dispensing of marijuana for commercial purposes, medical or otherwise for so long as the foregoing is a violation of a Legal Requirement of any applicable Governmental Authority).

3.1.44 350 S. Figueroa Property Documents.



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Senior Borrower may be bound relating to the creation and/or governance of the vertical subdivision of the building located at 350 S. Figueroa Street, Los Angeles, California, containing the 350 S. Figueroa Property (the “ 350 S. Figueroa Property Building ”). The 350 S. Figueroa Property Documents are in full force and effect.

3.1.45 Pledged Collateral.

(a) Borrower is the sole beneficial owner of the Pledged Collateral and no Lien exists or will exist (except the Permitted Encumbrances) upon the Pledged Collateral at any time (and no right or option to acquire the same exists in favor of any other Person).The Pledged Collateral is not and will not be subject to any contractual restriction upon the transfer thereof (except for any such restriction contained in the Pledge Agreement).

(b) The chief place of business of Borrower and the office where Borrower keeps its records concerning the Pledged Collateral will be located at all times at the address specified as Borrower’s address in Section 10.6 .

(c) The Pledged Securities have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to any options to purchase or similar rights of any Person.

(d) The Security Documents create a valid security interest in the Pledged Collateral, securing the payment of the Debt, and upon the filing in the appropriate filing offices of the financing statements to be delivered pursuant to this Agreement, such security interests will be perfected, first priority security interests, and all filings and other actions necessary to perfect such security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge Agreement, Lender will succeed to all of the rights, titles and interest of Borrower in each Senior Borrower without the consent of any other Person and will, without the consent of any other Person, be admitted as the sole member in each Senior Borrower.

3.1.46 Perfection of Accounts . Borrower hereby represents and warrants to Lender that:

(a) This Agreement, together with the other Loan Documents, creates a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Subordinate Deposit Account and the Accounts in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Subordinate Deposit Account or any of the Accounts;

(b) The Subordinate Deposit Account and the Accounts constitute “deposit accounts” or “securities accounts” within the meaning of the Uniform Commercial Code; and



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(c) None of the Subordinate Deposit Account or any of the Accounts are in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Deposit Bank’s complying with instructions with respect to the Subordinate Deposit Account or any of the Accounts from any Person other than Lender.

3.1.47 Senior Loan . The Senior Loan has been fully funded in the amount of $319,000,000.00. The outstanding principal balance of the Senior Loan, as of the Closing Date, is $319,000,000.00. No default, breach, violation or event of default has occurred under any Senior Loan Document which remains uncured or unwaived and no circumstance, event or condition has occurred or exists which, with the giving of notice and/or the expiration of the applicable period would constitute an Event of Default under the Senior Loan Documents. Each and every representation and warranty of Senior Borrower made to Senior Lender contained in any one or more of the Senior Loan Documents is true, correct, complete and accurate in all material respects as of the date hereof and are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Senior Lender or to whether the related Senior Loan Document has been repaid, defeased or otherwise terminated, unless otherwise consented to in writing by Lender.

Section 3.2 Survival of Representations . The representations and warranties set forth in Section 3.1 and elsewhere in this Agreement and the other Loan Documents shall (i) survive until the Obligations have been paid and performed in full and (ii) be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

ARTICLE 4

BORROWER COVENANTS

Until the end of the Term, Borrower hereby covenants and agrees with Lender that:

Section 4.1 Payment and Performance of Obligations . Borrower shall pay and otherwise perform the Obligations in accordance with the terms of this Agreement and the other Loan Documents.



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thereof pursuant to an installment sales agreement for a price to be paid in installments; (ii) an agreement by Senior Borrower for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Senior Borrower’s right, title and interest in and to any Leases or any Gross Revenue (provided, that, any Leases to Tenants such as WeWork Companies Inc. and Regus, for the use of the demised premises to rent space to third parties, shall be deemed to comply with this provision); (iii) if Borrower, Senior Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Senior Borrower or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Senior Borrower, Guarantor or any general partner, managing member or controlling shareholder of Borrower, Senior Borrower or Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or Senior Borrower.

Section 4.3 Liens .

(a) Subject to Borrower’s contest rights set forth in this Section 4.3 , Borrower shall not create, incur, assume or permit to exist any Lien on any direct or indirect interest in Borrower, Senior Borrower or any portion of the Collateral or any Individual Property, except for the Permitted Encumbrances and, with respect to other Liens, shall discharge (or cause Senior Borrower to discharge) such Liens within thirty (30) days after Borrower or Senior Borrower receives written notice of the filing of a Lien. Borrower, at Senior Borrower’s expense, may cause Senior Borrower to contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Liens, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Collateral, the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall cause Senior Borrower promptly upon final determination thereof to pay the amount of any such Liens, together with all costs, interest and penalties which may be payable in connection therewith; (v) if Senior Borrower is contesting Liens in excess $750,000, individually or in the aggregate (the “ Contest Threshold ”), to insure the payment of such Liens, Borrower shall cause Senior Borrower to deliver to Lender either (A) cash, or other security as may be approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the contested amount over the Contest Threshold or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Lender in its reasonable discretion, (vi) failure to pay such Liens will not subject Lender to any civil liability (other than immaterial fines which Senior Borrower promptly pays in full) or criminal liability, (vii) such contest shall not materially and adversely affect the ownership, use or occupancy of the applicable Individual Property (provided, however, that no such security will be required if Senior Borrower has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents), and (viii) Borrower shall, upon request by Lender, cause Senior Borrower to give



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Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.3(a) . Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established and the Collateral or the applicable Individual Property (or any material part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

(b) Notwithstanding Section 4.3(a) above, it shall not be an Event of Default under the terms and conditions of this Section 4.3(a) if, in respect of a mechanic’s or materialman’s Lien asserted against any Individual Property (each, a “ Mechanic’s Lien ”) (i) within thirty (30) days (or sixty (60) days in the case of a Mechanic’s Lien resulting from or relating to work contracted for by a Tenant) of obtaining knowledge of such Mechanic’s Lien, Borrower shall have caused Senior Borrower to provide Lender with written notice thereof and Senior Borrower shall have furnished to Lender either (A) cash, or other security as may be approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the contested amount, or (B) a payment and performance bond in amount equal to one hundred percent (100%) of the amount of the contested amount from a surety acceptable to Lender in its reasonable discretion, plus in each instance a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith (provided, however, that no such security will be required if Senior Borrower has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents), (ii) such Mechanic’s Lien was not consented to by Senior Borrower, and (iii) Senior Borrower shall otherwise be contesting such Mechanic’s Lien in good faith and with due diligence subject to terms and conditions set forth in Section 4.3(a) above.

(c) Notwithstanding Section 4.3(a) above, to the extent that any Tenant (other than a Tenant that is an Affiliate of Borrower or Senior Borrower) is responsible for discharging any Mechanic’s Lien under the terms of the applicable Lease (any such Mechanic’s Lien, a “ Tenant Lien ”), Borrower shall not be required to cause Senior Borrower to discharge and release such Tenant Lien so long as Borrower is using (or is causing Senior Borrower to use) commercially reasonable efforts to obtain or cause such Tenant to obtain a discharge or release of such Tenant Lien, provided that in each case during the pendency of such enforcement until Borrower or Senior Borrower has obtained a discharge and release of such Tenant Lien: (i) no Event of Default shall exist and be continuing hereunder, and (ii) if the claimed amounts under such Tenant Lien, together with all other Tenant Liens then outstanding, exceed $2,250,000, Borrower shall provide (or cause Senior Borrower to provide) security reasonably acceptable to Lender (which may include the deposit of such amount with Lender) in an amount equal to one hundred percent (100%) of (A) the amount of the Tenant Lien plus (B) any additional fees or expenses or charges arising from such Tenant Lien (provided, however, that no such security will be required if Senior Borrower has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents). Notwithstanding any of the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower shall (or shall cause Senior Borrower to) promptly discharge and release such Tenant Lien (A) in the event of any determination by a court of competent jurisdiction that the Tenant is not responsible for discharging such Tenant Lien, (B) if, in Lender’s reasonable judgment, the Tenant Lien or the Property (or any portion thereof) is in imminent danger of being foreclosed or (C) if, in Lender’s



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reasonable judgment, Lender is likely to be subject to civil or criminal damages, or other fines or penalties as a result of the Tenant Lien.

Section 4.4 Special Purpose . Without in any way limiting the provisions of this Article 4 , each of Borrower and Senior Borrower shall at all times be a Special Purpose Bankruptcy Remote Entity. Neither Borrower nor Senior Borrower shall directly or indirectly make any change, amendment or modification to its organizational documents, or otherwise take any action which is reasonably expected to result in Borrower or Senior Borrower not being a Special Purpose Bankruptcy Remote Entity.

Section 4.5 Existence; Compliance with Legal Requirements . Borrower shall (and shall cause Senior Borrower to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits, franchises and all applicable governmental authorizations necessary for the operation of the Property and comply with all Legal Requirements applicable to it and the Property, unless such failure to preserve, renew, keep or comply is not reasonably expected to result in a Material Adverse Effect. There shall never be committed by Borrower or Senior Borrower, and neither Borrower nor Senior Borrower shall permit any other Person in occupancy of or involved with the operation or use of the Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Property or any part thereof or any monies paid in performance of Borrower’s or Senior Borrower’s obligations under any of the Loan Documents or the Senior Loan Documents. Borrower hereby covenants and agrees not to (and not to permit Senior Borrower to) commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall (and shall cause Senior Borrower to) at all times preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto.

Section 4.6 Taxes and Other Charges . Subject to Borrower’s contest rights as set forth in this Section 4.6 , Borrower shall (or shall cause Senior Borrower to) pay all Taxes and Other Charges now or hereafter levied, assessed or imposed prior to delinquency, and shall (or shall cause Senior Borrower to) upon request furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower need not pay (or cause Senior Borrower to pay) Taxes directly nor furnish (or cause Senior Borrower to furnish) such receipts for payment of Taxes paid by Senior Lender pursuant to the Senior Loan Documents. Upon request, Borrower shall not permit or suffer (and shall not permit Senior Borrower to permit or suffer), and shall promptly discharge (or cause Senior Borrower to discharge), any Lien or charge against any Individual Property with respect to Taxes and Other Charges, and shall promptly pay (or cause Senior Borrower to pay) for all utility services provided to any Individual Property. After prior notice to Lender, Borrower may cause Senior Borrower, at Senior Borrower’s expense, to contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or shall cause Senior Borrower to pay) the amount of any such Taxes or Other Charges, together with all



	39	Mezzanine Loan Agreement

costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property, unless Borrower or Senior Borrower has previously paid such Taxes or Other Charges; (vi) Borrower shall cause Senior Borrower to deposit with Lender cash, or other security as may be approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, unless Borrower has previously paid such Taxes or Other Charges (provided, however, that no such security will be required if Senior Borrower has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents), (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, and (viii) such contest shall not affect the ownership, use or occupancy of the applicable Individual Property. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established and the applicable Individual Property (or any material part thereof or interest therein) shall be in danger of being sold, forfeited, terminated cancelled or lost or there shall be any danger of the Lien of the Pledge Agreement being primed by any related Lien. Notwithstanding anything to the contrary set forth above in this Section 4.6, Borrower shall at all times have the right to cause Senior Borrower to contest through appropriate tax certiorari proceedings Taxes and Other Charges already paid in full by Senior Borrower without having to comply with the requirements above including, without limitation, the notice requirements.

Section 4.7 Litigation . Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against the Collateral, any Individual Property, Borrower, Senior Borrower, Manager, Parking Manager or Guarantor which if adversely determined is reasonably expected to result in a Material Adverse Effect.

Section 4.8 Access to Property . Borrower shall permit (and shall cause Senior Borrower to permit) agents, representatives, consultants and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice (which may be given verbally).

Section 4.9 Further Assurances . Borrower shall, at Borrower’s sole cost and expense:

(a) execute and deliver (or cause Senior Borrower to execute and deliver) to Lender such documents, instruments, certificates, assignments and other writings, and do (or cause Senior Borrower to do) such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Obligations, as Lender may reasonably require; and

(b) do and execute (or cause Senior Borrower to do and execute) all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender may reasonably require from time to time, provided that such acts, conveyances and assurances shall be at no material out-of-pocket expense to Borrower.

Section 4.10 Financial Reporting .



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4.10.1 Generally . Borrower shall keep and maintain or will cause to be kept and maintained proper and accurate books and records, in accordance with GAAP, and, to the extent required under Section 8.1 hereof, the requirements of Regulation AB, reflecting the financial affairs of Borrower and Senior Borrower and all items of income and expense in connection with the operation of the Collateral and the Property. Lender shall have the right from time to time during normal business hours upon reasonable notice (which may be given verbally) to Borrower to examine such books and records at the office of Borrower, Senior Borrower or other Person maintaining such books and records and to make such copies or extracts thereof as Lender shall desire. After an Event of Default, Borrower shall (or shall cause Senior Borrower to) pay any costs incurred by Lender to examine such books, records and accounts, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

4.10.2 Quarterly Reports .

(a) Not later than sixty (60) days following the end of each fiscal quarter, Borrower shall (or shall cause Senior Borrower to) deliver to Lender:

(i) unaudited financial statements, internally prepared in accordance with GAAP including a balance sheet and profit and loss statement as of the end of such quarter and for the corresponding quarter of the previous year, which includes revenues, expenses, Operating Income and Operating Expenses for such quarter and the year to date, and a comparison of the year to date results with (i) the results for the same period of the previous year, and (ii) the Annual Budget for such period and the Fiscal Year. Such statements for each quarter shall be accompanied by an Officer’s Certificate certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Senior Borrower, (B) that as of the date of such Officer’s Certificate, no Default exists under this Agreement, the Note or any other Loan Document or, if so, specifying the nature and status of each such Default and the action then being taken by Borrower or proposed to be taken to remedy such Event of Default, and (C) that as of the date of each Officer’s Certificate, no litigation exists involving Borrower, Senior Borrower, the Collateral or the Property which if adversely determined would be reasonably expected to result in a Material Adverse Effect, or, if so, specifying such litigation and the actions being taking in relation thereto. Such financial statements shall contain such other information as shall be reasonably requested by Lender for purposes of calculations to be made by Lender pursuant to the terms hereof.

(ii) a true, correct and complete rent roll for the Property, dated as of the last month of such fiscal quarter, showing the percentage of gross leasable area of the Property, if any, leased as of the last day of the preceding calendar quarter, the current annual rent for the Property, the expiration date of each Lease, and such rent roll shall be accompanied by an Officer’s Certificate certifying that such rent roll is true, correct and complete in all material respects as of its date and stating whether Senior Borrower, within the past three (3) months, has issued a notice of default with respect to any Lease which has not been cured and the nature of such default and whether to Borrower’s knowledge any material portion of the space demised under a Major Lease has been sublet, and if it has, the name of the subtenant.



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(b) Not later than forty-five (45) days following the end of each fiscal quarter, Borrower shall (or shall cause Senior Borrower to) deliver to Lender:

(i) such information as is required under Sections 8.1(d) and (e) hereof.

4.10.3 Annual Reports . Borrower shall (or shall cause Senior Borrower to) deliver to Lender:

(i) Not later than eighty-five (85) days after the end of each Fiscal Year, unaudited financial statements, internally prepared in accordance with GAAP, covering the Property, including a balance sheet and profit and loss statement which includes revenues, expenses, Operating Income and Operating Expenses as of the end of such year, which annual financial statements shall be accompanied by an Officer’s Certificate in the form required pursuant to Section 4.10.2(i) above; provided, however, unaudited financial statements delivered by Borrower or Senior Borrower pursuant to clause (i) of Section 4.10.2 above for the fourth quarter of a Fiscal Year, which include year-to-date revenues, expenses, Operating Income and Operating Expenses for the Fiscal Year through the end of the fourth quarter of such Fiscal Year and are otherwise delivered in accordance with clause (i) of Section 4.10.2 shall satisfy the obligations of Borrower under this clause (i);

(iv) Not later than ninety (90) days after the end of each Fiscal Year of Borrower’s operations, such information as is required under Sections 8.1(d) and (e) hereof.

4.10.4 Other Reports .

(a) Borrower shall (or shall cause Senior Borrower to), within ten (10) Business Days after request by Lender or, if all or part of the Loan is being or has been included in a Securitization, by the Rating Agencies, furnish or cause to be furnished to Lender and, if applicable, the Rating Agencies, in such manner and in such detail as may be reasonably



	42	Mezzanine Loan Agreement

requested by Lender or the Rating Agencies, such reasonable additional information as may be reasonably requested with respect to the Property, provided, however, that such additional information shall be obtained at no material expense to Borrower.

(b) Borrower shall (or shall cause Senior Borrower to ) submit to Lender the financial data and financial statements required, and within the time periods required, under clauses (f) and (g) of Section 8.1 , if and when available.

4.10.5 Annual Budget . Borrower shall (or shall cause Senior Borrower to) submit to Lender on the Closing Date the Annual Budget for the current Fiscal Year. Thereafter, Borrower shall (or shall cause Senior Borrower to) submit to Lender (for informational purposes only so long as no Trigger Period has occurred and is continuing) by December 1 of each year the Annual Budget for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably withheld so long as no Event of Default then exists), further provided that (i) tenant improvement costs, landlord work costs and leasing commissions that Senior Borrower is obligated to pay for or perform pursuant to a Lease, (ii) Capital Expenditures required to be made to the Property pursuant to the terms of a Lease or otherwise required pursuant to Legal Requirements, in each case under clauses (i) and (ii) provided such Lease was entered into in accordance with the terms of this Agreement (including Lender’s approval if required hereunder) prior to the occurrence of a Trigger Period and (iii) Permitted Leasing Expenses, are deemed to be approved in any Annual Budget submitted for Lender’s approval as required in this subsection). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender (during the continuance of a Trigger Period) shall hereinafter be referred to as an “ Approved Annual Budget ”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the then-current Approved Annual Budget with the Permitted Budget Variances therefrom shall apply for all purposes hereunder. During the continuance of a Trigger Period, neither Borrower, Senior Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender. In addition, during a Trigger Period, Lender may require Borrower, on a quarterly basis, to furnish (or cause Senior Borrower to furnish) to Lender for approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default then exists) an updated Annual Budget.

4.10.1 Extraordinary Operating Expenses : During the continuance of a Trigger Period, in the event that Senior Borrower incurs an extraordinary operating expense or extraordinary Capital Expenditure not set forth in the Approved Annual Budget (each an “ Extraordinary Operating Expense ”), then Borrower shall (or shall cause Senior Borrower to) promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval; provided, however, Lender’s approval shall not be required (i) with respect to any Extraordinary Operating Expense that is funded from a source other than Gross Revenues or (ii) for any Extraordinary Operating Expense that is required as the result of an emergency which requires Senior Borrower to take immediate action pursuant to a Lease, Major Contract or Operations Agreement or threatens life safety or structural issues at the Property. Any Extraordinary Operating Expense approved by Lender (or for which no approval of Lender is required pursuant to clause (ii) above) is referred to herein as an (“ Approved Extraordinary Operating Expense ”). Borrower shall cause any funds distributed to Senior Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section



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6.13.1 of the Senior Loan Agreement to be used by Senior Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Senior Borrower for such Approved Extraordinary Operating Expenses, as applicable.

Section 4.11 Title to the Pledged Collateral . Borrower shall warrant and defend (a) its title to the Collateral (and shall cause Senior Borrower to warrant and defend its title to the Property), and every part thereof, subject only to Permitted Encumbrances and (b) the validity and priority of the Liens of the Pledge Agreement, the Security Documents and this Agreement on the Collateral, subject only to Permitted Encumbrances, in each case against the claims of all Persons whomsoever. Borrower shall (or shall cause Senior Borrower to) reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in the Collateral or the Property, other than as permitted hereunder, is claimed by another Person.

Section 4.12 Estoppel Statement .

(b) Borrower shall (or shall cause Senior Borrower to) use commercially reasonable efforts to deliver to Lender, upon request, an estoppel certificate from each Tenant under any Lease in form and substance reasonably satisfactory to Lender (subject to requirements set forth in such Lease); provided, that Borrower shall not be required to deliver (or cause Senior Borrower to deliver) such certificates more frequently than one (1) time in any calendar year (except that prior to a Securitization Borrower will deliver (or cause Senior Borrower to deliver) up to two (2) estoppel certificates in any calendar year).

Section 4.13 Leases .

4.13.1 Generally . Upon request, Borrower shall furnish (or cause Senior Borrower to furnish) Lender with executed copies of all Leases then in effect.

4.13.2 Approvals .



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years, including all extensions and renewals (unless Lender approves in writing a longer term or such extensions or renewals are required to be on market terms and conditions at the time of such extension or renewal), (iv) [intentionally omitted], (v) is with Tenants that are creditworthy in the reasonable business judgment of Senior Borrower, (vi) is written substantially in accordance with the standard form of Lease which shall have been approved by Lender and Senior Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vii) is not with an Affiliate of Borrower, Senior Borrower or Guarantor, and (viii) does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except for (A) a termination right in the event of the destruction or condemnation of substantially all of an Individual Property or (B) a termination right entered into in the ordinary course of business, that, individually and in the aggregate with all other termination rights contained in Leases at the applicable Individual Property, could not be reasonably expected to result in a Material Adverse Effect), any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications (including without limitation any voluntary termination or surrender) thereof executed after the date hereof shall be subject to Lender’s prior approval (other than renewals, expansions, contractions and other unilateral options exercised by the applicable Tenant pursuant to the express terms of a Lease) which approval shall not be unreasonably withheld. In connection with any Lender consent required hereunder with respect to any Lease or any renewal, amendment or modification of a Lease, Borrower shall have the right to request Lender to approve the material economic and non-economic terms of such proposed Lease or such renewal, amendment or modification of a Lease, and in the event Lender approves such material economic and non-economic terms, Lender shall not thereafter have the right to withhold its consent to such Lease or such renewal, amendment or modification of a Lease based on any objection to any material economic and/or non-economic terms which Lender has previously approved (provided, such Lease or such renewal, amendment or modification of a Lease is delivered to Lender for approval within 90 days after Lender’s approval of the material economic and non-economic terms of such Lease or such renewal, amendment or modification of a Lease).

(b) Borrower shall not permit Senior Borrower to permit or consent to any assignment or sublease of any Major Lease without Lender’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Senior Borrower), which approval shall not be unreasonably withheld; provided however, Lender’s consent shall not be required in connection with the assignment or sublease of a Major Lease if (i) no Event of Default is continuing, (ii) the assignment or sublease is effectuated in accordance with the terms of such Major Lease, (iii) pursuant to the terms of such Major Lease, Senior Borrower is required to be reasonable or exercise reasonable discretion is considering the approval of such assignment or sublease, (iv) not later than ten (10) Business Days after the effective date of any assignment Borrower causes Senior Borrower to deliver to Lender written notice describing in reasonable detail such assignment of such Major Lease, which notice shall include a reasoned statement of Senior Borrower’s conclusion that Senior Borrower’s approval or consent to such assignment was reasonable, (v) the assigning or subletting Tenant continues to remain liable for all obligations and liabilities under such Major Lease following such assignment or sublease and (vi) there is no other amendment or modification to such Major Lease which would otherwise require Lender’s approval under this Section 4.13 . In addition to the foregoing, in connection with any sublease of any Major Lease which demises over 37,500 rentable square feet to the sub-



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tenant, Borrower shall use commercially reasonable efforts to notify Lender of such sublease within ten (10) Business Days after the effective date of such sublease.

(c) Borrower (i) shall cause Senior Borrower to observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall cause Senior Borrower to enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not permit Senior Borrower to terminate or accept a surrender of a Major Lease without Lender’s prior approval; (iii) shall not permit Senior Borrower to collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not permit Senior Borrower to execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents and the Senior Loan Documents); and (v) shall not permit Senior Borrower to alter, modify or change any Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the lessor, unless if such amendment would be permitted without Lender consent if such amendment were a new Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Borrower shall (or shall cause Senior Borrower to) promptly send copies to Lender of all written notices of material default which Senior Borrower shall receive under the Leases.

(d) All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all Legal Requirements and the terms of the Leases. During the continuance of an Event of Default, Borrower shall (or shall cause Senior Borrower to), upon Lender’s request, if permitted by applicable Legal Requirements and the Lease, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall then be held by Deposit Bank in a separate Account), which shall be held by Deposit Bank subject to the terms of the Leases.

(e) Provided that an Event of Default shall not have occurred and be continuing, Borrower shall have the right, without the consent or approval of Lender, to cause or permit Senior Borrower to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of monetary or material non-monetary Tenant default and (ii) in a commercially reasonable manner to preserve and protect the applicable Individual Property.

(i) the first correspondence from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen(14)) legend at the top of the first page thereof stating that “ FIRST NOTICE : THIS IS A REQUEST FOR CONSENT UNDER THE MEZZANINE LOAN BY LENDER TO MAGUIRE PROPERTIES-555 W. FIFTH MEZZ I, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED ”, and is accompanied by the information and documents required above, and any other information reasonably requested by Lender in writing



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prior to the expiration of such ten (10) Business Day period in order to adequately review the same has been delivered; and

(ii) if Lender fails to respond or to deny such request for approval in writing within such ten (10) Business Day period, a second notice requesting approval is delivered to Lender from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen(14)) legend at the top of the first page thereof stating that “ SECOND AND FINAL NOTICE : THIS IS A REQUEST FOR CONSENT UNDER THE MEZZANINE LOAN BY LENDER TO MAGUIRE PROPERTIES-555 W. FIFTH MEZZ I, LLC. FAILURE TO APPROVE OR DENY THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED ” and Lender fails to either approve or deny such request for approval or consent within such second five (5) Business Day period.

Section 4.14 Repairs; Maintenance and Compliance; Alterations .

4.14.1 Repairs; Maintenance and Compliance . Borrower shall at all times cause Senior Borrower to maintain, preserve and protect all franchises and trade names, and Borrower shall cause Senior Borrower to cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 4.14.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall cause Senior Borrower to comply with all Legal Requirements and immediately cure properly any violation of a Legal Requirement, unless such failure to comply is not reasonably expected to result in a Material Adverse Effect. Borrower also hereby covenants and agrees that it shall not commit, permit or suffer to exist (or permit Senior Borrower to commit, permit or suffer to exist) any illegal commercial activities or commercial activities relating to controlled substances at the Property (including, without limitation, any growing, distributing and/or dispensing of marijuana for commercial purposes, medical or otherwise for so long as the foregoing is a violation of a Legal Requirement of any applicable Governmental Authority). Borrower shall notify (or cause Senior Borrower to notify) Lender in writing within one (1) Business Day after Borrower or Senior Borrower first receives notice of any such non-compliance. Borrower shall cause Senior Borrower to promptly repair, replace or rebuild any part of the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair.

4.14.2 Alterations . Borrower may, without Lender’s consent, cause Senior Borrower to perform alterations to the Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) are not reasonably expected to result in a Material Adverse Effect and (iii) are in the ordinary course of Senior Borrower’s business. Borrower shall not cause or permit Senior Borrower to perform any Material Alteration without Lender’s prior written consent. Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver (or cause Senior Borrower to deliver) to Lender security for payment of the cost of such alterations in excess of the Alteration Threshold and as additional security for Borrower’s Obligations under the Loan Documents, which security may be any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, (v) a completion bond or (vi) an Alteration Deficiency Guaranty; provided, that the aggregate



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amount of costs that may be guaranteed by all Alteration Deficiency Guaranties delivered hereunder shall not exceed (A) five percent (5%) of the Outstanding Principal Balance (as defined in the Senior Loan Agreement) and (B) together with any Letters of Credit, collectively, ten percent (10%) of the Outstanding Principal Balance (as defined in the Senior Loan Agreement); provided, further, that no such security will be required if Senior Borrower has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents. If any Guarantor under an Alteration Deficiency Guaranty no longer maintains an Investment Grade Rating then such Guarantor shall pay the amount of the applicable Alteration Deficiency Guaranty to Lender in cash within three (3) Business Days. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold. If Borrower has provided cash security, Borrower shall have the right from time to time to draw upon such security pursuant to reasonable disbursement mechanisms customarily established by Lender and to reduce such security as Borrower expends funds to complete such Material Alteration. Upon completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements in all material respects, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration for an amount in excess of $500,000 have been paid in full and have delivered unconditional releases of liens (or such liens have otherwise been fully bonded over to the reasonable satisfaction of Lender), and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. Upon Borrower’s satisfaction of the requirements of the preceding sentence, (x) if Borrower has provided cash security, as provided above, such cash shall be released by Lender to fund such Material Alteration and (y) if Borrower has provided non-cash security, as provided above, except to the extent applied by Lender to fund such Material Alteration, Lender shall release and return any security provided by Borrower (or, in the case of an Alteration Deficiency Guaranty, terminate the Alteration Deficiency Guaranty).

Section 4.15 Approval of Major Contracts . Borrower shall be required to obtain Lender’s prior written approval of any and all Major Contracts affecting any Individual Property entered into after the date hereof, which approval may be granted or withheld in Lender’s reasonable discretion. In connection with any Lender consent required hereunder with respect to any Major Contract or any renewal, amendment or modification of a Major Contract, Borrower shall have the right to request Lender to approve the material economic and non-economic terms of such proposed Major Contract or such renewal, amendment or modification of a Major Contract, and in the event Lender approves such material economic and non-economic terms, Lender shall not thereafter have the right to withhold its consent to such Major Contract or such renewal, amendment or modification of a Major Contract based on any objection to any material economic and/or non-economic terms which Lender has previously approved (provided, such Major Contract or such renewal, amendment or modification of a Major Contract is delivered to Lender for approval within 90 days after Lender’s approval of the material economic and noneconomic terms of such Major Contract or such renewal, amendment or modification of a Major Contract).

Section 4.16 Property Management .



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4.16.1 Management Agreements and Parking Management Agreements . Borrower shall cause Senior Borrower to (i) diligently perform and observe in all material respects the terms, covenants and conditions of each Management Agreement and each Parking Management Agreement on the part of Senior Borrower to be performed and observed, (ii) promptly notify Lender of any default under any Management Agreement or any Parking Management Agreement of which it is aware, and (iii) promptly enforce the performance and observance of all of the covenants required to be performed and observed by (x) Manager under each Management Agreement and (y) Parking Manager under each Parking Management Agreement. If Senior Borrower shall default in the performance or observance of any material term, covenant or condition of any Management Agreement or any Parking Management Agreement on the part of Senior Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower or Senior Borrower from any of its Obligations hereunder or under such Management Agreement or such Parking Management Agreement, as applicable, Lender shall have the right, 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 such Management Agreement or such Parking Management Agreement, as applicable, on the part of Senior Borrower to be performed or observed. Notwithstanding anything to the contrary set forth herein (and without limiting Section 4.16.2 below), the aggregate amount of the management fees payable under all Management Agreements and Parking Management Agreements shall not exceed three percent (3%) of Gross Revenue on an annual basis during the Term of the Loan; provided , that, the parking management fees payable under the Parking Management Agreements shall be permitted to cause the aggregate amount of management fees payable under all Management Agreements and Parking Management Agreements to be increased to an amount not to exceed 3.25% of Gross Revenues (such amount in excess of three percent (3%) being referred to as the “ Excess Management Fees ”). During a Trigger Period, such Excess Management Fees shall not be included in the Monthly Operating Expense Budgeted Amount or otherwise disbursed to Senior Borrower or Borrower.

4.16.2 Prohibition Against Termination or Modification .

(a) Subject to Section 4.16.2(b) hereof, Borrower shall not, and shall not permit Senior Borrower to, (i) surrender, terminate, cancel, modify, renew or extend the Management Agreements or the Parking Management Agreements, (ii) enter into any other agreement relating to the management or operation (including the parking garage) of any Individual Property with Manager, Parking Manager or any other Person, provided, that (a) Manager may sub-contract to a Qualified Manager the management responsibilities of Manager under a Management Agreement pursuant to a sub-management agreement, provided, that (1) the fees and charges payable under any such sub-management agreement do not exceed the management fees and charges payable to Manager under such Management Agreement and are the sole obligation of Manager, (2) any sub-management agreement terminates in the event of a termination of the Management Agreement, and (3) Senior Borrower shall have no obligations or liabilities under any such sub-management agreement, (iii) consent to the assignment by the Manager or Parking Manager of its interest under any Management Agreement or any Parking Management Agreement (other than an assignment by the Manager or Parking Manager to a Qualified Manager), or (iv) waive or release any of its rights and remedies under any Management Agreement or any Parking Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided,



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however, with respect to a new property manager or new parking manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation from each applicable rating agency as to such new property manager and management agreement or new parking manager and parking management agreement, as applicable. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager. If at any time Lender consents to the appointment of a new property manager or new parking manager or a Qualified Manager is appointed, such new property manager or new parking manger (including a Qualified Manager) and Borrower or Senior Borrower, as applicable, shall, as a condition to such appointment, (x) execute (1) a management agreement or parking management agreement (as applicable) in form and substance reasonably acceptable to Lender, and (2) a consent of manager or consent of parking manager, in each case, in a form reasonably acceptable to Lender and (y) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of Borrower.

(b) Notwithstanding anything to the contrary set forth herein, but subject to the cap on management fees and parking management fees set forth in Section 4.16.1 hereof, Borrower may cause Senior Borrower to (i) terminate and replace Parking Manager with a Unaffiliated Qualified Parking Manager, (ii) renew any existing Parking Management Agreement on substantially similar terms as long as there is no increase in the fees payable under such Parking Management Agreement or (iii) modify any Parking Management Agreement if such modification shall not (x) increase the fees payable under such Parking Management Agreement or (y) have an adverse effect on (A) the ability of Borrower to perform any of its obligations under any Loan Documents or the ability of Senior Borrower to perform its obligations under any Senior Loan Documents, (B) the legality, validity, binding effect or enforceability of any Loan Document, or (C) the use, value or possession of the Property taken as a whole (including the Underwritten Net Cash Flow), each without the consent of Lender.

4.16.3 Replacement of Manager and Parking Manager . Lender shall have the right to require Borrower to cause Senior Borrower to replace the Manager with (x) an Unaffiliated Qualified Manager selected by Senior Borrower or (y) another property manager (which, provided no Event of Default exists, may be an Affiliate of Senior Borrower with respect to a replacement of the Manager as a result of clause (ii) below) chosen by Senior Borrower and approved by Lender in Lender’s reasonable discretion (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new property manager and management agreement) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default and (ii) the earlier to occur of (A) the acceleration of the Loan or (B) the Maturity Date, or (ii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding. Lender shall have the right to require Borrower to cause Senior Borrower to replace the Parking Manager with (x) an Unaffiliated Qualified Parking Manager selected by Senior Borrower or (y) another parking manager (which, provided no Event of Default exists, may be an Affiliate of Senior Borrower with respect to a replacement of the Parking Manager as a result of clause (ii) below) chosen by Senior Borrower and approved by Lender in Lender’s reasonable discretion (provided, that such approval may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new parking manager and parking management agreement) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default



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and (ii) the earlier to occur of (A) the acceleration of the Loan or (B) the Maturity Date, or (ii) if Parking Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding.

Section 4.17 Performance by Borrower; Compliance with Agreements .

(a) Borrower shall in a timely manner observe, perform and fulfill (and shall cause Senior Borrower to observe, perform and fulfill) each and every covenant, term and provision of each Loan Document and Senior Loan Document executed and delivered by, or applicable to, Borrower or Senior Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document or Senior Loan Document executed and delivered by, or applicable to, Borrower without the prior consent of Lender. Execution of any amendment, waiver, supplement, termination or other modification of any Loan Document by Lender, including without limitation, by Servicer or the Trustee on behalf of Lender, shall be deemed to be consent of Lender.

(b) Borrower shall at all times comply (and shall cause Senior Borrower to comply) in all material respects with all Operations Agreements. Borrower agrees that without the prior written consent of Lender, Borrower will not (and will not permit Senior Borrower to) amend, modify or terminate any of the Operations Agreements in a manner that is reasonably expected to result in a Material Adverse Effect.

Section 4.18 Licenses . Borrower shall cause Senior Borrower to keep and maintain all Licenses necessary for the operation of the Property as an office building to the extent the failure to do so would reasonably be expected to or does result in a Material Adverse Effect. Borrower shall not permit Senior Borrower to transfer any Licenses required for the operation of the Property.

Section 4.19 Notice of Default . Borrower shall promptly advise Lender of the occurrence of any Default or Event of Default of which Borrower has knowledge.

Section 4.21 Awards and Insurance Benefits . Borrower shall (and shall cause Senior Borrower to) cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual out of pocket third party expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements) out of such Insurance Proceeds and Awards.

Section 4.22 Indebtedness . Borrower shall not permit Senior Borrower to create, incur or assume any indebtedness other than “Permitted Indebtedness” (as such term is defined in the Senior Loan Documents). Borrower shall not create, incur or assume any indebtedness other than (i) the Debt and the other Obligations and liabilities specifically provided for in the Loan Documents, and (ii) unsecured trade payables and operational debt incurred in the ordinary course of business relating to the ownership of the Collateral, which in the case of such



	51	Mezzanine Loan Agreement

unsecured trade payables and operational debt (A) are not evidenced by a note, (B) do not exceed, at any time, a maximum aggregate amount of $25,000.00 and (C) are paid within ninety (90) days of the date incurred (unless being contested in accordance with the terms of this Agreement), provided that none of the foregoing obligations are loans or evidenced by a note (collectively, “ Permitted Indebtedness ”).

Section 4.23 Business and Operations . Borrower will continue (and will cause Senior Borrower to continue) to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Property. Borrower will cause Senior Borrower to qualify to do business and will remain in good standing (and cause Senior Borrower to remain in good standing) under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Property and the Collateral.

Section 4.24 Costs of Enforcement . In the event (a) that the Pledge Agreement is foreclosed in whole or in part or that the Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any lien prior to or subsequent to the Pledge Agreement in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower for the benefit of creditors, Borrower shall be chargeable with and agrees to pay all costs of collection and defense, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post‑judgment action involved therein, together with all required service or use taxes.

Section 4.25 Change in Business . Borrower shall not (and shall not permit Senior Borrower to) change the current use of the Property in any material respect.

Section 4.26 Debt Cancellation . Borrower shall not cancel or otherwise forgive or release (or permit Senior Borrower to cancel or otherwise forgive or release) any claim or debt (other than the termination of Leases in accordance herewith) owed to Borrower or Senior Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s or Senior Borrower’s business.

Section 4.27 Zoning . Borrower shall not (and shall not permit Senior Borrower to) initiate or consent to any zoning reclassification of any portion of any Individual Property or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

Section 4.28 No Joint Assessment . Borrower shall not (and shall not permit Senior Borrower to) suffer, permit or initiate the joint assessment of any Individual Property (i) with any other real property constituting a tax lot separate from the applicable Individual Property, and (ii) with any portion of the applicable Individual Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the applicable Individual Property.



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Section 4.29 Principal Place of Business . Borrower shall not (and shall not permit Senior Borrower to) change its principal place of business from the address set forth on the first page of this Agreement without first giving Lender thirty (30) days prior written notice.

Section 4.30 Change of Name, Identity or Structure . Borrower shall not (and shall not permit Senior Borrower to) change Borrower’s or Senior Borrower’s name, identity (including its trade name or names) or convert from a limited liability company structure without notifying Lender of such change in writing at least thirty (30) days prior to the effective date of such change and without first obtaining the prior written consent of Lender; provided, however, that in no event shall Borrower convert (or permit Senior Borrower to convert) from a Delaware limited liability company to any other entity type or jurisdiction. Borrower shall (and shall cause Senior Borrower to) execute and deliver to Lender, prior to or contemporaneously with the effective date of any such change, any financing statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Senior Borrower intends to operate the Property, and representing and warranting that Senior Borrower does business under no other trade name with respect to the Property.

Section 4.31 Costs and Expenses .

(a) Except as otherwise expressed herein or in any of the other Loan Documents, Borrower shall pay or, if Borrower fails to pay, reimburse Lender upon receipt of notice from Lender, for all actual out of pocket third party costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including confirming compliance with environmental and insurance requirements (except to the extent expressly set forth in Section 10.22(a) hereof); (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date (except to the extent expressly set forth in Section 10.22(a) hereof); (iii) the negotiation, preparation, execution and delivery of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower (including, without limitation, fees charged by Servicer (except to the extent expressly set forth in Section 10.22 ) or, if a Securitization has occurred, the Rating Agencies ); (iv) filing and recording of any Loan Documents; (v) title insurance, UCC insurance with respect to the Pledged Collateral, surveys, inspections and appraisals in connection with the closing of the Loan and during the continuance of an Event of Default and after and for so long as the Loan is specially serviced; (vi) the creation, perfection or protection of Lender’s Liens in the Pledged Collateral (including fees and expenses for title and lien searches, intangibles taxes, due diligence expenses, travel expenses, accounting firm fees, costs of appraisals, environmental reports and Lender’s Consultant, surveys and engineering reports); (vii) enforcing or preserving any rights in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting any Borrower, the Loan Documents, the Collateral, or any other security given for the Loan; and (viii) enforcing any Obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the



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Collateral or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings (including fees and expenses for title and lien searches, intangible taxes, personal property taxes, mortgage recording taxes, due diligence expenses, travel expenses, accounting firm fees, costs of appraisals, environmental reports and Lender’s Consultant, surveys and engineering reports); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the active gross negligence, illegal acts, fraud or willful misconduct of Lender, Servicer or Trustee.

(c) Any costs and expenses due and payable by Borrower hereunder which are not paid by Borrower within ten (10) Business Days after demand may be paid from any amounts in the Subordinate Deposit Account, with notice thereof to Borrower. The obligations and liabilities of Borrower under this Section 4.31 shall (i) become part of the Obligations, (ii) be secured by the Loan Documents and (iii) survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of the Collateral by foreclosure or a conveyance in lieu of foreclosure.

Section 4.32 Indemnity . Borrower shall indemnify, defend and hold harmless Lender from and against any and all actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by Borrower of its Obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents; provided, however, that if any breach by Borrower is with respect to any withholding Special Taxes then Section 10.25 shall control; (ii) the use or intended use of the proceeds of the Loan in violation of the terms hereof; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any ownership of the Security Documents; (vi) any use, nonuse or condition in, on or about any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; and (x) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise



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arising under or as a consequence of any Lease (collectively, the “ Indemnified Liabilities ”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the active gross negligence, illegal acts, fraud or willful misconduct of Lender or arise after Lender or its designee takes possession of the Property. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

Section 4.33 ERISA .

(a) Borrower shall not engage or permit Senior Borrower to engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender or any assignee of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) or Section 4975 of the Code.

(b) Borrower shall not (and shall not permit Senior Borrower to) maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any Commonly Controlled Entity to, maintain, sponsor, contribute to or become obligated to contribute to, any employee pension benefit plan within the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISA, or permit the assets of Borrower or Senior Borrower to become “plan assets,” whether by operation of law or under 29 C.F.R §2510.3-101, as modified by Section 3(42) of ERISA.

(c) Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the Term, as requested by Lender in its sole discretion, that (x) neither Borrower nor Senior Borrower is or maintains an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (y) neither Borrower nor Senior Borrower is subject to state statutes regulating investments or fiduciary obligations with respect to governmental plans; and (z) the assets of Borrower and Senior Borrower do not constitute “plan assets” within the meaning of 29 C.F.R §2510.3-101, as modified by Section 3(42) of ERISA..

Section 4.34 Patriot Act Compliance .

(a) Borrower will use its good faith and commercially reasonable efforts to comply (and cause Senior Borrower to comply) with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower, Senior Borrower, the Collateral and/or the Property, including those relating to money laundering and terrorism. Lender shall have the right to audit Borrower’s and Senior Borrower’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower, Senior Borrower, the Collateral and/or the Property, including those relating to money laundering and terrorism. In the event that Borrower fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause Borrower to comply therewith and any and all reasonable out-of-pocket costs and expenses incurred by Lender in connection therewith shall be secured by the Pledge Agreement and the other Loan Documents and shall be immediately due and payable.



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(b) At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Borrower or Guarantor shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under United States law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in Borrower, Senior Borrower or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law (each, an “ Embargoed Person ”), or the Loan made by Lender would be in violation of law, (b) no Embargoed Person shall have any interest of any nature whatsoever in Borrower, Senior Borrower or Guarantor, as applicable, with the result that the investment in Borrower, Senior Borrower or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law, and (c) none of the funds of Borrower, Senior Borrower or Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment in Borrower, Senior Borrower or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law. The foregoing shall not be deemed to apply to owners of shares of common stock in any indirect owner of Borrower, Senior Borrower or Guarantor whose shares are listed on a publicly traded exchange and acquired such shares through such exchange.

Section 4.35 350 S. Figueroa Property Documents.

(a) Borrower shall cause 350 S. Figueroa Senior Borrower to promptly and faithfully observe, perform and comply with all of the terms, covenants and provisions of the 350 S. Figueroa Property Documents to be performed or complied with by 350 S. Figueroa Senior Borrower. Borrower shall furnish to Lender such information and such other evidence as Lender may reasonably request from time to time concerning 350 S. Figueroa Senior Borrower’s due observance, performance and compliance with the terms, covenants and provisions of the 350 S. Figueroa Property Documents.

(b) Borrower shall cause 350 S. Figueroa Senior Borrower, in a commercially reasonable manner, to enforce the obligations of the other parties under the 350 S. Figueroa Property Documents (including self-help rights) to the end that 350 S. Figueroa Senior Borrower may enjoy all the rights and privileges granted to 350 S. Figueroa Senior Borrower under the 350 S. Figueroa Property Documents.

(c) Borrower shall (or shall cause Senior Borrower to) promptly send (or cause to be sent) to Lender a copy of (i) any notice received or sent by Senior Borrower alleging any default by 350 S. Figueroa Senior Borrower or any other Person under, or noncompliance with, any of the 350 S. Figueroa Property Documents and, in the case of any such default or alleged default by 350 S. Figueroa Senior Borrower, do all such acts and undertake all reasonable such steps and institute all such proceedings as shall be reasonably necessary to cure or avert such default and (ii) any responses, demands or further notice received or sent by Senior Borrower in regard to any of the foregoing matters. Borrower shall (or shall cause Senior Borrower to) promptly notify Lender in writing of the initiation of any litigation, arbitration or other proceeding (other than slip and fall and similar personal injury claims covered by insurance) under or in connection with the 350 S. Figueroa Property Documents and shall cause Senior Borrower to enforce its rights under the 350 S. Figueroa Property Documents in a commercially reasonable manner.



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(d) Without Lender’s prior written consent, Borrower shall not (and shall not permit Senior Borrower to) consent, agree or vote to amend, modify or supplement, any of the 350 S. Figueroa Property Documents in any material respect or surrender, terminate or cancel any of the 350 S. Figueroa Property Documents.

(e) Borrower shall not (and shall not permit Senior Borrower to), without the prior written consent of Lender, consent to, vote on or take any action whatsoever respecting: (i) any adverse change in the nature or decrease in the amount of any insurance covering Senior Borrower’s interest in the 350 S. Figueroa Property Building; (ii) the disposition of any excess insurance proceeds or Award; or (iii) the selection or appointment of a “Trustee” pursuant to Article II, Section 4 of the 350 S. Figueroa Property REA. Following the occurrence and during the continuance of an Event of Default, Borrower shall not permit Senior Borrower to exercise any voting, consent or approval rights, grant any approvals or otherwise take any actions under the 350 S. Figueroa Property Documents, without the prior written consent of Lender.

(f) Upon the occurrence and during the continuance of a default by 350 S. Figueroa Senior Borrower under any of the 350 S. Figueroa Property Documents, in addition to any cure rights or other rights or remedies granted to Lender under the any of the 350 S. Figueroa Property Documents, the Loan Documents or otherwise, Lender may (but shall not be obligated to), in its sole discretion, cause such default by 350 S. Figueroa Senior Borrower to be remedied and otherwise take or perform such other actions as Lender may deem necessary or desirable in connection therewith. Borrower shall (or shall cause Senior Borrower to), on demand, reimburse Lender for all out-of-pocket advances made and expenses incurred by Lender in curing any such default (including, without limitation, reasonable attorneys’ fees), together with interest thereon at the Default Rate from the date expended by Lender to the date repaid in full to Lender.

Section 4.36 Incurrence of Expenses . Borrower shall cause Senior Borrower not to incur any Operating Expense, Capital Expenditure, leasing expense or other expense unless it is an Approved Operating Expense, an Approved Capital Expenditure, an Approved Extraordinary Operating Expense, an Approved Leasing Expense, or is otherwise incurred and paid for by Senior Borrower and does not violate the terms of the Senior Loan Documents.

Section 4.37 Limitation of Securities Issuances . Neither Borrower nor Senior Borrower shall issue any membership interests or other securities other than those that have been issued as of the date hereof.

Section 4.38 Limitation on Distributions . Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members.

Section 4.39 Required Repairs . Borrower shall cause Senior Borrower to perform the repairs and other work at the Property as set forth on Schedule VIII (such repairs and other work hereinafter referred to as “ Required Repairs ”) and shall complete each of the Required Repairs on or before the respective deadline for each repair as set forth on Schedule VIII , which may be extended at Lender’s option if diligently pursued.

ARTICLE 5

INSURANCE, CASUALTY AND CONDEMNATION



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Section 5.1 Insurance .

5.1.1 Insurance Policies .

(a) Borrower shall (or shall cause Senior Borrower to) obtain and maintain, or cause to be maintained, insurance for Borrower, Senior Borrower and each Individual Property providing at least the following coverages:

(i) Property insurance against loss or damage by fire, windstorm (including named storms), lightning and such other perils as are included in a standard “special form” or “all-risk” policy, and against loss or damage by all other risks and hazards covered by a standard “special form” or “all risk” insurance policy, with no exclusion for damage or destruction caused by acts of terrorism (or, subject to Section 5.1.1(a)(ix) below, standalone coverage with respect thereto) riot and civil commotion, vandalism, malicious mischief, burglary and theft (A) in an amount equal to one hundred percent (100%) of the “ Full Replacement Cost ” of the applicable Individual Property, which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation, subject to a sublimit for named storm coverage of not less than Three Hundred Million Dollars ($300,000,000); (B) that have no co-insurance provisions or contain an agreed amount endorsement with respect to the Improvements and Personal Property at the applicable Individual Property waiving all co-insurance provisions; (C) providing for no deductible in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for all such insurance coverage (other than with respect to windstorm (including named storm), flood, and earthquake coverage, as to which the deductible shall be no greater than 5% of the total insured value of the Property as reasonably approved by Lender); and (D) containing “ Ordinance or Law Coverage ” if any of the Improvements or the use of the applicable Individual Property shall at any time constitute legal non-conforming structures or uses, and compensating for loss to the undamaged portion of the building (with a limit equal to replacement cost), the cost of demolition and the increased costs of construction, each in amounts as reasonably required by Lender. In addition, Borrower shall cause Senior Borrower to obtain: (y) if any portion of the Improvements or Personal Property at the applicable Individual Property is currently or at any time in the future located in a federally designated “special flood hazard area” (“ SFHA ”), flood hazard insurance for all such Improvements and Personal Property located in the SFHA in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance 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 each may be amended or such greater amount as Lender shall reasonably require; and (z) if the Individual Property is located within seismic zone 3 or 4, earthquake insurance in amounts and in form and substance satisfactory to Lender (provided that, in the event earthquake coverage is provided pursuant to a blanket policy, such earthquake coverage shall be in amount not less than one hundred percent (100%) of the 90 ^th percentile annual aggregate gross loss estimates as indicated in a portfolio seismic risk analysis for the 475-year return period for all high risk locations insured by such coverage (such analysis to be approved by Lender and secured by the applicable Senior Borrower utilizing the most current RMS or SeismiCat software, or their equivalent)); provided that such insurance



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pursuant to clauses (y) and (z) shall be on terms consistent with the all risk insurance policy required under this subsection (i);

(ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the applicable Individual 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 until 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;

(iii) rental income and/or business income insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above, subsections (vi) and (ix) below and Section 5.1.1(g) below; and (C) in an amount equal to one hundred percent (100%) of the projected gross income from the applicable Individual Property (assuming such Casualty had not occurred) for a period of twenty-four (24) months from the date of such Casualty, plus an extended period of indemnity of 365 days covering the applicable Individual Property from the date that the applicable Individual Property is repaired or replaced and operations are resumed and notwithstanding that the policy may expire prior to the end of such period;

(iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements at the applicable Individual Property, and only if the property or liability coverage forms do not otherwise apply, (A) commercial general liability and umbrella liability insurance covering claims related to the construction, repairs or alterations being made which are not covered by or under the terms or provisions of the commercial general liability and umbrella liability insurance policies required herein this Section 5.1.1(a) ; and (B) the insurance provided for in subsection (i) above written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to subsection (i) above, (3) including permission to occupy the applicable Individual Property, and (4) with an agreed amount endorsement waiving co-insurance provisions;

(v) if the applicable Individual Property includes commercial property, Workers’ Compensation insurance with respect to any employees of Senior Borrower, as required by any Governmental Authority or Legal Requirement;

(vii) umbrella and/or excess liability insurance in an amount not less than One Hundred Million and No/100 Dollars ($100,000,000.00) per occurrence on



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terms consistent with the commercial general liability insurance policy required under subsection (ii) above;

(ix) terrorism insurance in an amount equal to the full replacement cost of the applicable Individual Property as required in Section 5.1.1(a)(i) above plus business interruption coverage for the period required under Section 5.1.1(a)(iii) above (the “ Minimum Coverage Amount ”). Borrower shall be required to cause Senior Borrower to carry insurance throughout the Term in an amount not less than the Minimum Coverage Amount. However, if TRIPRA is discontinued or not renewed then Borrower shall be required to cause Senior Borrower to carry terrorism insurance in an amount not less than the Minimum Coverage Amount; provided, that, in such event, (x) Senior Borrower shall not be required to spend per year on terrorism coverage (on a going forward basis after TRIPRA expires or is otherwise no longer in effect for any reason and following the expiration of the applicable terrorism insurance then in place) an amount in excess of two times (2x) the annual allocated amount of the total insurance premium that is payable in respect of the Individual Property’s all-risk and business interruption/rental income insurance required under the Loan Documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental income insurance) obtained as of the date the applicable new terrorism insurance is being obtained (the “ Terrorism Premium Cap ”) and, provided, that in no event shall any Insurance Premiums paid with respect to Policies in effect prior to the date TRIPRA expires or is otherwise no longer in effect for any reason be included for purposes of determining whether the amount of terrorism insurance premiums paid by Senior Borrower for any applicable period exceed the Terrorism Premium Cap, and (y) if the cost of such terrorism coverage exceeds the Terrorism Premium Cap, Borrower shall cause Senior Borrower to purchase the maximum amount of terrorism coverage available with funds equal to the Terrorism Premium Cap; provided that, if the Insurance Premiums payable with respect to such terrorism coverage exceeds the Terrorism Premium Cap, Lender may, at its option purchase such stand-alone terrorism Policy, with Senior Borrower paying such portion of the Insurance Premiums with respect thereto equal to the Terrorism Premium Cap and Lender paying such portion of the Insurance Premiums in excess of the Terrorism Premium Cap For so long as TRIPRA (A) remains in full force and effect and (B) continues to cover both foreign and domestic acts of terror, Lender shall accept terrorism insurance for Certified Acts of Terrorism (as such terms are defined in TRIPRA). Notwithstanding anything to the contrary contained in Section 5.1.1(b), with respect to insurance required to be maintained by Borrower or Senior Borrower pursuant to Section 5.1.1(a) 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 $1,000,000 plus that deductible as calculated pursuant to TRIPRA, (ii) other than the $1,000,000 deductible, the portion of such insurance which is not reinsured by TRIPRA, Borrower must provide (or cause Senior Borrower to provide) reinsurance with a cut-through endorsement, in each case acceptable to Lender and Rating Agencies, from an insurance carrier rated no less than “A” by S&P and the



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equivalent from Moody’s (to the extent Moody’s is rating the Securities and rates the applicable insurance company), (iii) TRIPRA or a similar United States Federal Government backstop is in effect for an amount equal to the Applicable Federal Backstop Percentage (as defined below) of such terrorism coverage, as defined in TRIPRA. As used herein, the “ Applicable Federal Backstop Percentage ” shall mean the then applicable federal share of compensation for insured losses of an insurer under TRIPRA (which is currently 84% and subject to annual 1% decreases beginning in 2016 until such percentage equals 80%), (iv) Liberty is not the subject of a bankruptcy or similar insolvency proceeding and (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. In the event that Liberty is providing insurance coverage (A) to other properties immediately adjacent to the applicable Individual Property, and/or (B) to other properties owned by a Person(s) who is not an Affiliate of Borrower or Senior Borrower, and such insurance is not subject to the same reinsurance and other requirements of this Section, 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 perils of terrorism and acts of terrorism. To the extent that insurance pursuant to this Section 5.1.1(ix) is maintained pursuant to an Acceptable Blanket Policy, if such Acceptable Blanket Policy covers more than one property within a one thousand foot radius of the applicable Individual Property (the “ Radius ”), the limits of any such Acceptable Blanket Policy shall be adequate to maintain the coverage set forth in this Section 5.1.1(ix) for such Individual Property as well as each property within the Radius that is covered by such blanket policy calculated on a total insured value basis, to the extent such coverage is commercially available.



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Moody’s is rating the Securities and rates the applicable insurance company, with no remaining carrier below “BBB” by S&P and “Baa2” by Moody’s, to the extent Moody’s is rating the Securities and rates the applicable insurance company) and (ii) “A- VIII” or better by AM Best. Notwithstanding the foregoing, (A) Borrower shall be permitted to utilize (or cause Senior Borrower to utilize) Royal & Sun Alliance Insurance Company of Canada (“ R&S Canada ”), in its current participation amounts and position within the syndicate provided that R&S Canada maintains a rating of “A” or better with S&P, and (B) Borrower shall be permitted to maintain (or cause Senior Borrower to maintain) the property coverage in place as of the Closing Date with the existing insurance companies in their current participation amounts and positions within the syndicate that do not maintain the S&P rating required above; provided that (1) the current ratings of such insurers are not withdrawn or downgraded below the ratings of such insurers as of the Closing Date and (2) at renewal of the current policy term on October 31, 2016, Borrower shall (or shall cause Senior Borrower to) replace all such insurers with insurance companies meeting the S&P and AM Best rating requirements set forth hereinabove, Moreover, if Borrower or Senior Borrower desires to maintain insurance required hereunder from an insurance company which does not meet the claims paying ability rating set forth herein but the parent of such insurance company maintains such ratings, Borrower or Senior Borrower may use such insurance companies if the applicable Rating Agencies have provided a Rating Agency Confirmation with respect to such (such Rating Agency Confirmation may be conditioned on items required by the Ratings Agencies including a requirement that the parent guarantee the obligations of such insurance companies).

(c) All Policies provided for or contemplated by Section 5.1.1(a) shall name Borrower as a named insured and, with respect to Policies of liability insurance, except for the Policy referenced in Section 5.1.1(a)(v) , shall include Lender and its successors and/or assigns as an additional insured, as its interests may appear, and in the case of Policies of property insurance, including but not limited to special form/all-risk, boiler and machinery, terrorism, windstorm, flood and earthquake insurance, shall contain a standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender unless below the threshold for Borrower to handle such claim without Lender intervention as provided in Section 5.2 below. Additionally, if Borrower or Senior Borrower obtains property insurance coverage in addition to or in excess of that required by Section 5.1.1(a)(i) for the Individual Property, then such insurance policies shall also contain a standard non-contributing mortgagee clause in favor of Senior Lender providing that the loss thereunder shall be payable to Senior Lender.

(d) All Policies provided for in this Section 5.1 shall contain clauses or endorsements to the effect that:

(i) with respect to the Policies of property insurance, contain clauses or endorsements to the effect that, (1) no act or negligence of Borrower or Senior Borrower, or anyone acting for Borrower or Senior 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, or foreclosure or similar action, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned and (2) the Policies shall not be cancelled without at least 30 days’ written notice to Lender, except ten (10) days’ notice for non-payment of premium;



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(ii) with respect to all Policies of liability insurance, if obtainable by Borrower or Senior Borrower using commercially reasonable efforts, contain clauses or endorsements to the effect that, (1) the Policy shall not be canceled without at least thirty (30) days’ written notice to Lender and any other party included therein as an additional insured (other than in the case of non-payment in which case only ten days prior notice, or the shortest time allowed by applicable Legal Requirement (whichever is longer), will be required) and shall not be materially changed (other than to increase the coverage provided thereby) without such a thirty (30) day notice and (2) the issuers thereof shall give notice to Lender if the issuers elect not to renew such Policies prior to its expiration. If the issuers cannot or will not provide notice, Borrower shall be obligated to provide such notice; and

(iii) not contain any clause or provision that would make Lender liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(e) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, with prior written notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Collateral and any Individual Property, including the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower or Senior Borrower to Lender upon demand and until paid shall be secured by the Pledge Agreement and shall bear interest at the Default Rate.

(f) In the event of foreclosure of the Pledge Agreement or other transfer of title to the Collateral in extinguishment in whole or in part of the Obligations, all right, title and interest of Borrower and Senior Borrower in and to the Policies then in force concerning any Individual Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure, Senior Lender or Lender or other transferee in the event of such other transfer of title.

(g) The property insurance, commercial general liability, umbrella liability insurance and rental income and/or business interruption insurance required under Sections 5.1.1(a)(i) , (ii), (iii) and (vii) above shall cover perils of terrorism and acts of terrorism and Borrower shall cause Senior Borrower to maintain property insurance, commercial general liability, umbrella liability insurance and rental income and/or business interruption insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under Sections 5.1.1(a)(i) , (ii) , (iii) and (vii) above at all times during the term of the Loan.



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payments made by such insurance company shall be paid, subject to the rights of Senior Lender; (ii) shall contain a waiver of subrogation against Lender; (iii) shall contain such provisions as Lender deems reasonably necessary to protect its interest including endorsements providing (A) that neither Borrower, Senior Borrower, Lender nor any other party shall be a co-insurer under said Policies and (B) except as otherwise specified herein, for a deductible per loss of an amount not more than that which is customarily maintained by prudent owners of properties with a standard of operation and maintenance comparable to and in the general vicinity of the applicable Individual Property, but in no event in excess of an amount reasonably acceptable to Lender. Certificates of insurance shall be delivered to Lender, c/o Deutsche Bank AG, New York Branch, 60 Wall Street, 10th Floor, New York, NY 10005, Attn: Karen Bernsohn, on the date hereof with respect to the current Policies and within fifteen (15) Business Days after the effective date thereof with respect to all renewal Policies. Borrower shall cause Senior Borrower to (i) cause the payment of the premiums with respect to the Policies (the “ Insurance Premiums ”) to be timely paid as the same become due and payable and (ii) prior to expiration shall furnish to Lender, upon Lender’s written demand, evidence of the renewal of each of the Policies reasonably satisfactory to Lender, and (iii) furnish to Lender receipts for the timely payment of the Insurance Premiums or other evidence of such payment reasonably satisfactory to Lender (provided, however, that Borrower shall not be required to pay such Insurance Premiums nor furnish such evidence of payment to Lender in the event that Senior Lender pays such Insurance Premiums in accordance with the Senior Loan Documents). If Borrower does not furnish (or cause Senior Borrower to furnish) evidence of the renewal of such Policies prior to expiration, upon Lender’s written demand for such evidence then Lender may, but shall not be obligated to, procure such insurance and Borrower shall (or shall cause Senior Borrower to) reimburse Lender for the cost of such Insurance Premiums promptly on demand, with interest accruing at the Default Rate from the date expended. In addition, (i) after the occurrence of a Casualty or (ii) if requested by a Rating Agency, Borrower shall (or shall cause Senior Borrower to) make the redacted Policies available for review by Lender, such Rating Agency or their respective representatives, upon reasonable prior notice at Borrower’s address set forth in Section 10.6 hereof.

Section 5.2 Casualty . If any Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “ Casualty ”), Borrower shall give prompt notice of such damage to Lender and shall (or shall cause Senior Borrower to) promptly commence and diligently prosecute the completion of the Restoration of the applicable Individual Property as nearly as possible to the condition the applicable Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender, to the extent such approval is required hereunder, and otherwise in accordance with Section 5.4 . Borrower shall pay (or cause Senior Borrower to pay) all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Senior Borrower. In addition, subject to the rights of Senior Lender, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than five percent (5%) of the Outstanding Principal Balance and Borrower shall deliver (or cause Senior Borrower to deliver) to Lender all instruments reasonably required by Lender to permit such participation. If the cost of Restoration is reasonably expected to be in excess of the Casualty Threshold, any Insurance Proceeds in connection with such a Casualty (whether or not Lender elects to settle and adjust the claim or Borrower causes Senior Borrower to settle such



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claim) shall be due and payable solely to Senior Lender and held by Senior Lender in accordance with the terms of the Senior Loan Agreement. In the event Borrower, Senior Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Borrower shall (or shall cause Senior Borrower to) immediately endorse, and cause all such third parties to endorse, such check payable to Lender, subject to the rights of Senior Lender under the Senior Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to Lender, subject to the rights of Senior Lender. The expenses incurred by Lender in the adjustment and collection of Insurance Proceeds shall become part of the Obligations, shall be secured by the Loan Documents and shall be reimbursed by Borrower to Lender upon demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Section 5.3 Condemnation . Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of all or any portion of any Individual Property and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Subject to the rights of Senior Lender under the Senior Loan Documents, Lender may participate in any such proceedings, and Borrower shall (and shall cause Senior Borrower to) from time to time deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute (or cause Senior Borrower to diligently prosecute) any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of reasonable out-of-pocket expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the applicable Individual Property (or cause Senior Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property) and otherwise comply with the provisions of Section 5.4 , whether or not an Award is available. If the applicable Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, subject to the rights of Senior Lender, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 5.4 Restoration . If, pursuant to the terms of the Senior Loan Documents, Senior Borrower is ever entitled to receive any portion of any Insurance Proceeds or Awards (as such terms are defined in the Senior Loan Agreement) (i.e., such amounts are not required to be used for Restoration or to be applied to repayment of the Senior Loan), Borrower shall cause such portion of such Proceeds or Award to be deposited with Lender and all such amounts shall then be applied to the payment of the Debt in accordance with Section 2.4.4 .



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ARTICLE 6

CASH MANAGEMENT AND RESERVE FUNDS

Section 6.1 Cash Management Arrangements . Borrower shall cause Senior Borrower to cause all Rents to be deposited and applied in accordance with the Senior Loan Documents. All funds deposited by the Deposit Bank into the Subordinate Deposit Account shall be deemed to be a distribution from Senior Borrower to Borrower and shall be applied and disbursed in accordance with this Agreement and the Subordinate Deposit Account Agreement. Funds in the Subordinate Deposit Account that are invested shall be invested in Permitted Investments, as more particularly set forth in the Subordinate Deposit Account Agreement. Lender may also establish subaccounts of the Subordinate Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “ Accounts ”). The Subordinate Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Section 6.2 Reserves . If, at any time during the Term, Senior Lender is not requiring Senior Borrower to make the required deposits required under Article 6 of the Senior Loan Agreement (or the Senior Loan has been refinanced or otherwise repaid in full in accordance with the terms of this Agreement), then Lender shall have the right, at its option, to require Borrower to make such required deposits to Lender, in which case such deposits shall be made by Borrower and disbursed by Lender substantially in accordance with the provisions of such applicable sections of the Senior Loan Agreement. Funds required to be deposited at any time into such reserves are referred to herein as the “ Reserve Funds ”.

Section 6.3 Security Interest in Funds.

6.3.1 Grant of Security Interest . Borrower hereby pledges, assigns and grants to Lender a first-priority perfected security interest to Lender, as security for the payment and performance of the Obligations, in all of Borrower’s right, title and interest in and to the Subordinate Deposit Account, any Accounts and the funds therein (the “ Funds ”). The Funds shall be under the sole dominion and control of Lender. The Funds shall not constitute a trust fund and may be commingled with other monies held by Lender.

6.3.2 Income Taxes; Interest . Borrower shall report on its federal, state, commonwealth, district and local income tax returns all interest or income accrued on the Funds. The Funds shall earn interest at a rate commensurate with the rate of interest paid from time to time on money market accounts at a commercial bank selected by Lender in its sole discretion from time to time, with interest credited monthly to such Funds. All earnings or interest on each of the Funds shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued.

6.3.3 Prohibition Against Further Encumbrance . Borrower shall not, without the prior consent of Lender, further pledge, assign or grant any security interest in the Funds or permit any Lien or encumbrance to attach thereto or any levy to be made thereon or any UCC-1 financing statements to be filed with respect thereto, except those naming Lender as the secured party.



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Section 6.4 Property Cash Flow Allocation .

6.4.1 Order of Priority of Funds in Deposit Account . On each Monthly Payment Date during the Term, except during the continuance of an Event of Default (and during the continuance of an Event of Default, at Lender’s option in its sole and absolute discretion), all funds deposited into the Subordinate Deposit Account during the immediately preceding Interest Period (less any minimum deposit required by Deposit Bank) shall be applied on such Monthly Payment Date in the following order of priority:

(i) First, to Lender, funds sufficient to pay any monthly debt service payment then due and payable;

(ii) Second, to Lender, for purposes of funding any reserves, if any, required under Section 6.2 ;

(iii) Third, to Lender, funds sufficient to pay any other amounts then due and payable under the Loan Documents;

(iv) Lastly, payments to Borrower of any remaining amounts.

6.4.2 Failure to Make Payments . The failure of Borrower to make all of the payments required under clauses (i) through (iii) of Section 6.4.1 in full on each Monthly Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Subordinate Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Accounts shall not constitute an Event of Default.

6.4.3 Application After Event of Default . Notwithstanding anything to the contrary contained in this Article 6 , during the continuance of an Event of Default, Lender, at its option, may withdraw the Funds and any other funds of Borrower then in the possession of Lender, Servicer or Deposit Bank and apply such funds to the payment of the Debt in such order, proportion and priority as Lender may determine in its sole and absolute discretion and/or draw on any Letter of Credit and apply the funds of such draw to the payment of the Debt in such order, proportion and priority as Lender may determine in its sole and absolute discretion. Lender’s right to withdraw and apply any of the foregoing funds shall be in addition to all other rights and remedies provided to Lender under the Loan Documents.

Section 6.5 Letters of Credit .



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Any such application to the Debt after an Event of Default shall be subject to Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto. On the Maturity Date, if the Debt has not otherwise been paid in full, any or all of such Letters of Credit may be applied to reduce the Debt.

(d) In addition to any other right Lender may have to draw upon any Letter of Credit pursuant to the terms and conditions of this Agreement, Lender shall have the additional rights to draw in full any Letter of Credit: (i) with respect to any evergreen Letter of Credit, if Lender has received a notice from the issuing bank that the applicable Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) with respect to any Letter of Credit with a stated expiration date, if Lender has not received a notice from the issuing bank that it has renewed the Letter of Credit at least thirty (30) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least twenty (20) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (iii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided at least ten (10) Business Days prior to such termination); or (iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution and Borrower shall not have replaced such Letter of Credit with a Letter of Credit issued by an Eligible Institution within ten (10) Business Days after notice thereof. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in (i), (ii), (iii) or (iv) above and shall not be liable for any losses sustained by Borrower or applicable/obligor due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the applicable Letter of Credit.

ARTICLE 7

PERMITTED TRANSFERS

Section 7.1 Permitted Transfer of the Entire Property .



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entire Property for sale or to actively market a direct or indirect interest in Borrower or Senior Borrower, the sale of which is prohibited in clause (3) above, or (5) public announcement with respect to any of the foregoing, shall be permitted, in each case, until the earlier of (x) a Securitization of the entire Loan, or (y) the six (6) month anniversary of the Closing Date. Notwithstanding the provisions of Section 4.2 , but subject to the immediately preceding sentence, Borrower shall have the right to (i) cause Senior Borrower to convey the entire Property to a new borrower (the “ Transferee Senior Borrower ”), and have Transferee Senior Borrower assume all of Senior Borrower’s obligations under the Senior Loan Documents, (ii) have all of the Persons who own direct ownership interests in Transferee Senior Borrower (“ Transferee Borrower ”) assume all of Borrower’s obligations under the Loan Documents, and (iii) have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Senior Loan Documents and the Loan Documents from and after the date of such transfer (collectively, a “ Transfer and Assumption ”), subject to the terms and full satisfaction of all of the conditions precedent set forth in Section 7.1(b) .

(b) Transfer and Assumption shall be subject to the following conditions:

(i) Borrower has provided Lender with not less than thirty (30) days prior written notice of the anticipated date of the Transfer and Assumption;

(ii) on the date of the Transfer and Assumption, no Event of Default has occurred and is continuing;

(iii) Transferee Borrower and Transferee Senior Borrower shall each be a Special Purpose Bankruptcy Remote Entity in accordance with Section 4.4 and Schedule V ;

(iv) Each of Transferee Borrower and Transferee Senior Borrower is either (A) a Qualified Equity Holder or at least 51% owned (directly or indirectly) and Controlled by a Qualified Equity Holder or (B) Controlled by a Person (1) who is a Qualified Transferee and (2) whose identity, experience, financial condition and creditworthiness, including net worth and liquidity, is acceptable to Lender in its sole discretion with a minimum ownership interest in the Transferee Borrower and Transferee Senior Borrower acceptable to Lender in its sole discretion;

(vi) Transferee Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably acceptable to Lender and, if applicable, replacement pledge agreements (substantially similar in content to the Pledge Agreement delivered as of the date hereof);



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(vii) each replacement guarantor and indemnitor is an Approved Replacement Guarantor;

(x) satisfactory Credit Checks shall have been received by Lender with respect to (A) each Approved Replacement Guarantor, (B) Transferee Borrower, (C) Transferee Senior Borrower, (D) any Person that Controls Transferee Borrower or owns an equity interest in Borrower which equals or exceeds ten percent (10%) and (D) any other Person reasonably required by Lender in order for Lender to fulfill its then-current Patriot Act compliance guidelines;

(xiii) Borrower shall cause to be delivered to Lender, an endorsement to the UCC Policy relating to the Pledged Collateral (or a new UCC insurance policy



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relating to the new collateral pledged under the replacement pledge agreement(s)), in form and substance acceptable to Lender, in Lender’s reasonable discretion;

(xiv) [intentionally omitted];

(xv) if a New Junior Mezzanine Loan is outstanding at the time of the Transfer and Assumption, the proposed Transfer and Assumption has been consented to by the New Junior Mezzanine Loan Lender to the extent such consent is required under the applicable New Junior Mezzanine Loan Documents and shall not otherwise constitute or cause a default under the New Junior Mezzanine Loan;

(xvi) Borrower shall pay all of Lender’s reasonable out-of-pocket third party costs and expenses in connection with the Transfer and Assumption. Lender may, as a condition to evaluating any requested consent to a transfer, require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated out-of-pocket third party costs and expenses in evaluating any such request for consent.

(a) a Lease entered into in accordance with the Loan Documents;

(b) a Transfer and Assumption in accordance with Section 7.1 ;

(d) the transfer of publicly traded shares in any indirect equity owner of Borrower on a nationally recognized stock exchange;

(e) a pledge of the direct or indirect interests in Borrower in connection with any New Junior Mezzanine Loan and the foreclosure of any New Junior Mezzanine Loan in accordance with the New Junior Mezzanine Loan Documents;

(f) the Transfer of direct and/or indirect interests in Borrower to a New Junior Mezzanine Loan Lender in accordance with the New Junior Mezzanine Loan Documents; provided, that, an assignment-in-lieu of foreclosure with respect to any New Junior Mezzanine Loan shall not be deemed to be a Permitted Transfer unless, as a condition to and in connection with such assignment-in-lieu of foreclosure, one or more Approved Replacement Guarantors shall execute and deliver a guaranty of recourse obligations (in the same form as the Guaranty to Lender by Guarantor on the date hereof) and an environmental indemnity agreement (in the same form as the Environmental Indemnity delivered to Lender by Guarantor on the date hereof) on or before the date of such assignment-in-lieu of foreclosure, in which case, such assignment-in-lieu shall be deemed to be a Permitted Transfer;

(g) any other Transfer (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest) of a direct or indirect interest in Borrower, provided that:



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(i) no Event of Default shall then exist;

(ii) each of Borrower and Senior Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity;

(iii) if such Transfer would result in the transferee, together with its Affiliates, acquiring ten percent (10%) or more of the direct or indirect equity interest in Borrower and such transferee did not own at least ten percent (10%) of the direct or indirect equity interests in Borrower prior to such Transfer, then (A) such transferee shall be a Qualified Transferee, (B) Borrower shall provide to Lender not less than ten (10) Business Days prior written notice thereof, (C) Borrower shall have delivered (or caused to be delivered) to Lender (and Borrower shall be responsible for any reasonable out of pocket costs and expenses in connection therewith), a Credit Check with respect to such transferee and shall have delivered to Lender such information with respect to such transferee and its Affiliates as is reasonably necessary for Lender to conduct such Credit Check, and such Credit Check shall be reasonably acceptable to Lender, and (D) such Transfer shall be conditioned upon Borrower’s ability to, after giving effect to such Transfer, remake the representations set forth in Sections 3.1.8 and 3.1.42 hereof and continue to comply with the covenants set forth in Sections 4.33 and 4.34 hereof;

(vi) if any such Transfer shall result in any Person (together with its Affiliates) acquiring more than 49% of the direct or indirect interest in Borrower and such Person (together with its Affiliates) did not own more than 49% of the direct or indirect interest in Borrower on the Closing Date, Borrower shall have delivered to Lender a new substantive non‑consolidation opinion from a nationally recognized law firm (or a reputable law firm reasonably approved by Lender) in form and substance satisfactory to Lender and to the applicable Rating Agencies; and

(vii) after giving effect to such Transfer, Borrower shall continue to own 100% of the limited liability company interest in Senior Borrower.

(h) a pledge of any direct or indirect minority, non-controlling interest in Guarantor that in each case do not (when aggregated with any other such pledges) result in more than 10% of the direct and indirect interests in Guarantor being pledged, provided, that:



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(i) each of Borrower and Senior Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity;

(iii) if the exercise of any remedies available under such pledge would result in the transferee, together with its Affiliates, acquiring ten percent (10%) or more of the direct or indirect equity interest in Borrower and such transferee did not own at least ten percent (10%) of the direct or indirect equity interests in Borrower prior to such Transfer, then (A) such transferee shall be a Qualified Transferee, (B) Borrower shall provide to Lender not less than ten (10) Business Days prior written notice thereof, (C) Borrower shall have delivered to Lender (and Borrower shall be responsible for any reasonable out of pocket costs and expenses in connection therewith), a Credit Check with respect to such transferee (or shall have delivered to Lender such information with respect to such transferee and its Affiliates as is reasonably necessary for Lender to conduct such Credit Check), and such Credit Check shall be reasonably acceptable to Lender, and (D) such exercise of remedies shall be conditioned upon Borrower’s ability to, after giving effect to such exercise of remedies, remake the representations set forth in Sections 3.1.8 and 3.1.42 hereof and continue to comply with the covenants set forth in Sections 4.33 and 4.34 hereof;

(iv) if the exercise of any remedies available under such pledge would result in any Person (together with its Affiliates) acquiring more than 49% of the direct or indirect interest in Borrower and such Person (together with its Affiliates) did not own more than 49% of the direct or indirect interest in Borrower on the Closing Date, Borrower shall have delivered to Lender a new substantive non‑consolidation opinion from a nationally recognized law firm (or a reputable law firm reasonably approved by Lender) in form and substance satisfactory to Lender and to the applicable Rating Agencies; and

(v) after giving effect to the exercise of any remedies available under such pledge, Borrower shall continue to own 100% of the limited liability company interest in Senior Borrower.

(i) Transfers of non-controlling preferred interests in Brookfield DLTA Fund Office Trust Investor Inc. and Brookfield DLTA Fund Office Trust Inc.; provided, that, (1) if the Transfer results in any Person (together with its Affiliates) owning 10% or more of the direct or indirect interests in Borrower and such Person (together with its Affiliates) did not own 10% of the direct or indirect interests in Borrower prior to such Transfer, then such Person must satisfy Lender’s current customary underwriting standards including, without limitation, background



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checks performed by Lender and review of such other information requested by Lender in connection with know your customer and anti-money laundering diligence and (2) such Transfer shall not result in any Person (together with its Affiliates), owning more than 49% of the direct or indirect interests in Borrower if such Person (together with its Affiliates) did not own more than 49% of the direct or indirect interests in Borrower prior to such Transfer.

For the avoidance of doubt, nothing contained in this Agreement shall prohibit or be deemed to prohibit (i) unsecured corporate credit lines and unsecured corporate credit facilities provided by an institutional lender (each, a “ Corporate Loan ”) to the Guarantor or any direct or indirect beneficial or equity owner in the Guarantor (each, an “ Upper-Tier Brookfield Entity ”) and (ii) unsecured Indebtedness between Upper-Tier Brookfield Entities (“ Upper-Tier Brookfield Indebtedness ”), provided, that, in each case (x) Borrower has no obligations or liabilities with respect to any Corporate Loan or Upper-Tier Brookfield Indebtedness and (y) nothing contained herein shall be deemed to limit the obligations of the Guarantor under the Loan Documents (including, without limitation, compliance with the Guarantor Net Worth Covenant) or Section 9.1(xx) .

Section 7.3 Cost and Expenses; Searches; Copies .



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counsel, whether internal or outside, and the cost of any required counsel opinions related to REMIC or other securitization or tax issues and any Rating Agency fees.

(b) Upon request, Borrower shall provide Lender with copies of all organizational documents or amendments and/or modifications thereto (if any) of Borrower, Senior Borrower and Guarantor or any Approved Replacement Guarantor (and any subsidiary of Guarantor or an Approved Replacement Guarantor that, in each case, owns a beneficial interest in Borrower, Senior Borrower or the Property) relating to any Permitted Transfer.

ARTICLE 8

SALE AND SECURITIZATION OF LOAN

Section 8.1 Sale of Loan and Securitization . Subject to Sections 8.4 and 10.26 hereof:

(a) Lender shall have the right:

(i) to (A) sell or otherwise transfer the Loan or any portion thereof as a whole loan, (B) to sell participation interests in the Loan, or (C) to securitize the Loan or any portion thereof in a single asset securitization or a pooled loan securitization. (The transactions referred to in clauses (A), (B) and (C) are each hereinafter referred to as a “ Secondary Market Transaction ” and the transactions referred to in clause (C) shall hereinafter be referred to as a “ Securitization ”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “ Securities ”). At Lender’s election, each note and/or component comprising the Loan may be subject to one or more Secondary Market Transactions; and

(ii) to reallocate the then-Outstanding Principal Balance of the Loan and the then-outstanding principal balance of the Senior Loan and/or reallocate the interest rate payable under the Loan and the Senior Loan and Borrower shall execute and deliver such modification documents as Lender shall reasonably require to evidence, reflect and effectuate such reallocation, provided that (a) the aggregate outstanding principal balance of the Loan and the Senior Loan after the effective date of such modification equals the aggregate of the Outstanding Principal Balance of the Loan and the Outstanding Principal Balance (as defined in the Senior Loan Agreement) of the Senior Loan immediately prior to such modification, (b) the weighted average interest rate of the Loan and the Senior Loan after the effective date of such modification equals the weighted average interest rate of the Loan and the Senior Loan immediately prior to such modification (except that the weighted average coupon may subsequently increase due to the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement, or during the occurrence of an Event of Default), and (c) the aggregate scheduled Debt Service payments on the Loan and the Senior Loan shall not increase.



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(i) (A) provide updated financial and other information with respect to each Individual Property, the business operated at each Individual Property, Borrower , Senior Borrower and the Manager, including, without limitation, the information set forth on Exhibit B attached hereto, in each case, to the extent reasonably available to Borrower, Senior Borrower or Manager, provided Borrower shall not be required to provide any financial statements of Manager, (B) provide updated budgets and rent rolls (including itemized percentage of floor area occupied and percentage of aggregate base rent for each Tenant) relating to each Individual Property, and (C) assist and cooperate with Lender in obtaining updated appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of each Individual Property (the “ Updated Information ”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies;

(iii) provide updated, as of the closing date of any Secondary Market Transaction, representations and warranties made in the Loan Documents; and



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(i) if Lender reasonably expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for each Individual Property and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or

(e) If Lender determines that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Properties



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collectively, are a Significant Obligor, then Borrower shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements.

(f) Any financial data or financial statements provided pursuant to this Section 8.1 shall be furnished to Lender within the following time periods:

(i) with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and



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Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial statements shall be certified by the chief financial officer or senior vice president/controller of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph.

Section 8.2 Securitization Indemnification .

(a) Borrower understands that information provided to Lender by Borrower and its agents, counsel and representatives may be included in preliminary and final disclosure documents in connection with any Secondary Market Transaction, including a Securitization, including an offering circular, a prospectus, prospectus supplement, private placement memorandum or other offering document (each, a “ Disclosure Document ”) and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), or the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”), and may be made available to investors or prospective investors in the Securities, investment banking firms, NRSROs, accounting firms, law firms and other third-party advisory and service providers relating to any Secondary Market Transaction, including a Securitization. Borrower also understands that the findings and conclusions of any third-party due diligence report obtained by Lender, the Issuer (as defined below) or the Securitization placement agent or underwriter may be made publicly available if required, and in the manner prescribed, by Section 15E(s)(4)(A) of the Exchange Act and any rules promulgated thereunder.

(b) Borrower hereby agrees to indemnify Lender (and for purposes of this Section 8.2 , Lender shall include its officers and directors) and each Person who controls Lender within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Lender Group ”), the issuer of the Securities (the “ Issuer ” and for purposes of this Section 8.2 , shall include its officers, director and each Person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any placement agent or underwriter with respect to the Securitization, each of their respective officers and directors and each Person who controls the placement agent or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Underwriter Group ”) for any actual losses, claims, damages or liabilities (collectively, the “ Liabilities ”) to which Lender, the Lender Group, the Issuer or the Underwriter Group may become subject insofar as the Liabilities arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in the Disclosure Documents that specifically relate to the Property, Borrower, any Senior Borrower, Manager or Guarantor as identified by Lender in writing to Borrower, but specifically not including the portion thereof constituting descriptions of the Loan Documents or Lender’s remedies therein (collectively, the “ Reviewed Sections ”) (except that Borrower shall not be responsible for any such Liabilities to the extent arising out of such an untrue statement to the extent Borrower notifies Lender in writing that Borrower disagrees with such statement prior to the pricing of any Securities), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated in the Reviewed Sections or necessary in order to make the statements in the Reviewed Sections, in light of the circumstances under which they were made, not misleading. Borrower also agrees to reimburse Lender, the Lender Group, the Issuer and/or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender



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Group, the Issuer and/or the Underwriter Group in connection with investigating or defending the Liabilities. Borrower’s liability under this paragraph will be limited to Liability that arises out of, or is based upon, an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact in the Disclosure Document, and made in reliance upon, and in conformity with, information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including financial statements of Borrower, operating statements and rent rolls with respect to the Property. This indemnification provision will be in addition to any liability which Borrower may otherwise have. Borrower acknowledges and agrees that any Person that is included in the Lender Group, the Issuer and/or the Underwriter Group that is not a direct party to this Agreement shall be deemed to be a third-party beneficiary to this Agreement with respect to this Section 8.2(b) . Within five (5) Business Days after Lender’s written request, Borrower and Guarantor shall execute and deliver to Lender a separate indemnification and reimbursement agreement in favor of the Lender Group, the Issuer and the Underwriter Group in form and substance consistent with the indemnification and reimbursement obligations of Borrower under this Section 8.2(b) .



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indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party at the cost of the indemnifying party. The indemnifying party shall not be liable for the expenses of more than one separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to any other indemnified party. Without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), no indemnifying party shall settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any indemnified party is an actual or potential party to such claim, action, suit or proceeding) unless the indemnifying party shall have given Lender reasonable prior written notice thereof and shall have obtained an unconditional release of each indemnified party hereunder from all liability arising out of such claim, action, suit or proceedings, and such settlement requires no statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the indemnified party.

(f) The liabilities and obligations of both Borrower and Lender under this Section 8.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Section 8.3 Severance . Subject to Section 8.4 hereof:

8.3.1 Severance Documentation . Lender, without in any way limiting Lender’s other rights hereunder, but subject to the other provisions of this Section 8.3.1 , in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or Securitization of all or any portion of the Loan), to require Borrower (at no cost to Borrower except as expressly set forth in Section 8.4 ) to (i) execute and deliver “component” notes and/or modify the Loan in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Junior Mezzanine Loans (in accordance with Section 8.3.2 below)), reduce the number of components of the note or notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, revise the



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interest rate among the Notes, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, Senior Lender, “resize” the Loan and the Senior Loan to revise the interest rates for the Loan and the Senior Loan, reallocate the principal balances of the Loan and the Senior Loan and/or increase or decrease the monthly debt service payments for the Loan and the Senior Loan (such resizing under this clause (ii), a “ Resizing ”), provided that in the case of clauses (i) and (ii) above that the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Senior Loan) after the effective date of such modification equals the Outstanding Principal Balance (when aggregated, in case of a Resizing, with the outstanding principal balance of the Senior Loan) immediately prior to such modification and the weighted average of the interest rates for all components (when aggregated, in the case of a Resizing, with the interest rate of the Senior Loan) after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Senior Note) immediately prior to such modification and principal payments shall, other than the application of Net Proceeds and after the occurrence of an Event of Default, be applied pro rata among such components (except that the weighted average coupon may subsequently increase due to the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement or if an Event of Default shall occur). At Lender’s election, each note comprising the Loan may be subject to one or more Securitizations. Lender shall have the right to modify the Note and/or Notes and any components in accordance with this Section 8.3 and, provided that such modification shall comply with the terms of this Section 8.3 , it shall become immediately effective.

8.3.2 New Junior Mezzanine Loan Option . Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to create one or more junior mezzanine loans (each, a “ New Junior Mezzanine Loan ”), to (i) establish different interest rates and to reallocate the Outstanding Principal Balance and Monthly Debt Service Payment Amount of the Loan to the Loan and such New Junior Mezzanine Loan(s), and (ii) require the payment of the Loan and any New Junior Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided , that the outstanding principal balance of the Loan and such New Junior Mezzanine Loan(s) after the effective date of the creation of such New Junior Mezzanine Loan(s) equals the Outstanding Principal Balance immediately prior to such modification, the weighted average of the interest rates for the Loan and such New Junior Mezzanine Loan(s) after the effective date of the creation of such New Junior Mezzanine Loan(s) equals the weighted average interest rate of the original Note immediately prior to such modification (except as the result of the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement or during the occurrence of an Event of Default). Payments (except as the result of the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement or during the occurrence of an Event of Default) shall be applied pro-rata between the Loan and each New Junior Mezzanine Loan (based on applicable outstanding principal balance and interests rate of the Loan and each New Junior Mezzanine Loan). Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Junior Mezzanine Loan (each, a “ New Junior Mezzanine Loan Borrower ”) and the applicable organizational documents



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of Borrower shall be amended and modified as necessary or required in the formation of any New Junior Mezzanine Loan Borrower.

8.3.3 Cooperation; Execution; Delivery . Borrower shall reasonably cooperate with all reasonable requests of Lender in connection with this Section 8.3 . If requested by Lender, Borrower shall promptly execute and deliver such documents as shall be reasonably required by Lender and required by any Rating Agency in connection with any modification or New Junior Mezzanine Loan pursuant to this Section 8.3 , all in form and substance reasonably satisfactory to Lender and satisfactory to any applicable Rating Agency, including, the severance of security documents if requested and/or, in connection with the creation of any New Junior Mezzanine Loan: (i) execution and delivery of a promissory note and loan documents necessary to evidence such New Junior Mezzanine Loan, in each case, in form and content consistent with the substantive provisions of the Loan Documents (to the extent applicable to the New Junior Mezzanine Loan), (ii) execution and delivery of such amendments to the Loan Documents as are necessary in connection with the creation of such New Junior Mezzanine Loan, (iii) delivery of opinions of legal counsel with respect to due execution, authority and enforceability of any modification documents or documents evidencing or securing any New Junior Mezzanine Loan, as applicable and (iv) with respect to any New Junior Mezzanine Loan, delivery of an additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion; each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 8.3 after expiration of ten (10) Business Days after notice thereof.

ARTICLE 9

DEFAULTS

Section 9.1 Events of Default . Each of the following events shall constitute an event of default hereunder (an “ Event of Default ”):



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(ii) if any other amount payable pursuant to this Agreement, the Note or any other Loan Document (other than as set forth in the foregoing clause (i) ) is not paid in full when due and payable in accordance with the provisions of the applicable Loan Document, with such failure continuing for ten (10) Business Days after Lender delivers written notice thereof to Borrower;

(iii) if any of the Taxes or Other Charges are not paid when due (provided that it shall not be an Event of Default if such past due Taxes are Real Estate Taxes and there are sufficient funds in the Tax Account (as defined in the Senior Loan Agreement) (or applicable account if Lender is holding Reserve Funds pursuant to Section 6.2 hereof) to pay such amounts when due, no other Event of Default is then continuing and Servicer fails to make such payment in violation of this Agreement or the Senior Loan Agreement);

(iv) if (x) the Policies are not kept in full force and effect, except to the extent that such Policies lapse due to the nonpayment of Insurance Premiums and either (a) sums sufficient to make such payments are on deposit in the Insurance Account (as defined in the Senior Loan Agreement) or (b) aggregate sums are on deposit in the Deposit Account (as defined in the Senior Loan Agreement) sufficient to make such payment and the other payments required to be made pursuant to clause (ii) of Section 6.13.1 of the Senior Loan Agreement and, in either case, Senior Lender’s access to such sums is not restricted or constrained in any manner and Senior Lender fails to apply such funds in violation of the Senior Loan Documents; or (y) (A) Lender has not received evidence of the insurance required hereunder being renewed at least three (3) Business Days prior to expiration of the Policies or (B) copies of the Policies (or other evidence of required insurance reasonably acceptable to Lender) are not delivered to Lender on or prior to the date the same are to be delivered hereunder and such failure specified in this clause (B) continues for ten (10) days following written notice from Lender to Borrower thereof;

(v) a Transfer other than a Permitted Transfer occurs;



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the event that such breach shall be remedied within a timely manner and in any event within not more than thirty (30) days after Lender’s request and within thirty (30) days following the request of Lender, Borrower delivers to Lender a new non-consolidation opinion or an opinion of counsel to the effect that such breach does not impair, negate or adversely change the opinions rendered in the Insolvency Opinion, in each case, to the extent required by any Rating Agency rating any Securities secured by the Loan in connection with a Securitization;

(vii) if Borrower, and Senior Borrower, New Junior Mezzanine Loan Borrower or Guarantor shall make an assignment for the benefit of creditors;

(viii) if a receiver, liquidator or trustee shall be appointed for Borrower, any Senior Borrower, New Junior Mezzanine Loan Borrower or Guarantor or if Borrower, any Senior Borrower, New Junior Mezzanine Loan Borrower or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, any Senior Borrower, New Junior Mezzanine Loan Borrower or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, any Senior Borrower, New Junior Mezzanine Loan Borrower or Guarantor shall be instituted, or if Borrower or any Senior Borrower is substantively consolidated with any other Person; provided, however, if such appointment, adjudication, petition, proceeding or consolidation was involuntary and not consented to by Borrower, any Senior Borrower, New Junior Mezzanine Loan Borrower or Guarantor, as applicable, upon the same not being discharged, stayed or dismissed within ninety (90) days following its filing;

(ix) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(xii) if Borrower or any Senior Borrower shall be in default beyond any applicable notice and/or cure period under any mortgage or security agreement covering



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any part of the Collateral or any Individual Property whether it be superior, pari passu or junior in Lien to the Mortgage or the Pledge Agreement;

(xiii) if any Individual Property becomes subject to any mechanic’s, materialman’s or other Lien except a Permitted Encumbrance or a Lien for Taxes not then due and payable and Borrower fails to discharge (or cause Senior Borrower to discharge) such Lien within the period permitted for contests as set forth in Section 4.3 ;

(xvi) if Borrower, any Senior Borrower or any Person owning a direct or indirect ownership interest in Borrower or any Senior Borrower shall be convicted of a Patriot Act Offense by a court of competent jurisdiction and such conviction subjects Lender to action and/or liability by any Governmental Authority;

(xvii) [intentionally omitted];

(xviii) if Borrower breaches any covenant contained in Section 4.10 hereof and fails to cure such breach within five (5) days after Lender’s written notice to Borrower;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such Loan Documents, whether as to Borrower, any Senior Borrower, Guarantor, the Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Obligations or to permit Lender to accelerate the maturity of all or any portion of the Obligations;

(xxi) if Borrower breaches any covenant contained in Section 4.35 hereof;



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(xxii) an Event of Default (as defined or described in the Senior Loan Documents) occurs, or any other event shall occur or condition shall exist, if the effect of such event or condition is to accelerate or permit Senior Lender to accelerate the maturity of any portion of the Senior Loan; or

(xxiii) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or any other Loan Document not specified in subsections (i) to (xxii) above, and such Default shall continue for ten (10) days after notice to Borrower from Lender, in the case of any such Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice to Borrower from Lender in the case of any other such Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such 30-day period, and provided further that Borrower shall have commenced to cure such Default within such 30-day period shall and thereafter diligently and expeditiously proceed to cure the same, such 30-day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days.

Section 9.2 Remedies .

9.2.1 Acceleration . Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vii), (viii) or (ix) of Section 9.1 above) and at any time thereafter, Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand (and Borrower hereby expressly waives any such notice or demand), that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Collateral, including declaring the Obligations to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Collateral, including all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vii), (viii) or (ix) of Section 9.1 above, the Obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable in full, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

9.2.2 Remedies Cumulative . During the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Collateral. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law or contract or as set forth herein or in



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the other Loan Documents or by equity. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) Lender shall not be subject to any “one action” or “election of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Pledge Agreement has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

9.2.3 Severance .

(a) During the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Pledge Agreement in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion, including the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and/or interest, Lender may foreclose the Pledge Agreement to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire Outstanding Principal Balance, Lender may foreclose the Pledge Agreement to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement to secure payment of the sums secured by the Pledge Agreement and not previously recovered.

(b) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledge agreements and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Except as may be required pursuant to Section 8.4 hereof, (i) Borrower shall not be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the severed Loan Documents, and (ii) the severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents.

(c) During the continuance of an Event of Default, any amounts recovered from the Collateral or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other



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amounts due under the Loan Documents, in such order, priority and proportions as Lender in its sole discretion shall determine.

9.2.4 Lender’s Right to Perform . If Borrower fails to perform any covenant or obligation contained herein and such failure shall continue for a period of five (5) Business Days after Borrower’s receipt of written notice thereof from Lender, without in any way limiting Lender’s right to exercise any of its rights, powers or remedies as provided hereunder, or under any of the other Loan Documents, Lender may, but shall have no obligation to, perform, or cause the performance of, such covenant or obligation, and all costs, expenses, liabilities, penalties and fines of Lender incurred or paid in connection therewith shall be payable by Borrower to Lender upon demand and if not paid shall be added to the Obligations (and to the extent permitted under applicable laws, secured by the Pledge Agreement and the other Loan Documents) and shall bear interest thereafter at the Default Rate. Notwithstanding the foregoing, Lender shall have no obligation to send notice to Borrower of any such failure.

ARTICLE 10

MISCELLANEOUS

Section 10.2 Lender’s Discretion; Rating Agency Review Waiver .

(a) Whenever pursuant to this Agreement Lender exercises any right given to it to approve or disapprove any matter, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove such matter or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Prior to a Securitization, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove any matter, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove such matter or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefor.



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matter. It is expressly agreed and understood, however, that receipt of a Review Waiver (i) from any one Rating Agency shall not be binding or apply with respect to any other Rating Agency and (ii) with respect to one matter shall not apply or be deemed to apply to any subsequent matter for which Rating Agency Confirmation is required.

(c) Whenever, pursuant to this Agreement, Lender has an approval or consent right, Borrower agrees and understands that such approval or consent may be conditioned upon Senior Borrower’s receipt of all applicable Senior Lender consents (including any required Rating Agency Confirmations), provided the foregoing shall not in any way extend the time periods set forth in this Agreement or the other Loan Documents for Lender to respond to requests of Borrower.

Section 10.3 Governing Law .



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BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGE IN THE ADDRESS FOR BORROWER SET FORTH HEREIN, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF BORROWER CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION.

Section 10.6 Notices . All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “ Notice ”) required, permitted or desired to be given hereunder shall be in writing and shall be sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 10.6 . Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by facsimile if sent prior to 6:00 p.m. New York time on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:


If to Lender:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005



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Attention: Robert W. Pettinato, Jr.
Facsimile No. (212) 797-4489


and to:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: General Counsel Facsimile No.: (646)736-5721


and to:	Barclays Bank PLC 745 Seventh Avenue New York, New York 10019 Attention: Michael Birajiclian


with a copy to:	Sidley Austin LLP 1 South Dearborn Street Chicago, Illinois 60603 Attention: Charles E. Schrank, Esq. Facsimile No.: (312) 854-7036


with a copy to:	KeyCorp Real Estate Capital Markets, Inc. Loan Servicing and Asset Management 11501 Outlook Street, Suite 300 Overland Park, KS 66211 Attention: Diane Haislip Facsimile No. (216) 357-6543


If to Borrower:	Maguire Properties-555 W. Fifth Mezz I, LLC c/o Brookfield Office Properties 250 Vesey Street, 15 ^th Floor New York, New York 10281 Attention: General Counsel Facsimile No. (212) 417-7195


with a copy to:	Maguire Properties-555 W. Fifth Mezz I, LLC c/o Brookfield Office Properties 250 Vesey Street, 15 ^th Floor New York, New York 10281 Attention: Jason Kirschner Facsimile No. (646) 430-8556


with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Attention: David L. Nagler, Esq. Facsimile No. (917) 777-2369

Any party may change the address to which any such Notice is to be delivered by furnishing ten (10) days written notice of such change to the other parties in accordance with the provisions of



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this Section 10.6 . Notices shall be deemed to have been given on the date as set forth above, even if there is an inability to actually deliver any such Notice because of a changed address of which no Notice was given, or there is a rejection or refusal to accept any Notice offered for delivery. Notice for any party may be given by its respective counsel. Additionally, Notice from Lender may also be given by Servicer and Lender hereby acknowledges and agrees that Borrower shall be entitled to rely on any Notice given by Servicer as if it had been sent by Lender.



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or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.14 No Joint Venture or Partnership; No Third Party Beneficiaries .



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appropriate in connection with Lender’s own promotional and marketing activities with respect to any potential Secondary Market Transaction, and such materials may describe the Loan in general terms or in detail and Lender’s participation therein. In addition, nothing contained in this Section 10.15 shall restrict BOP (or any direct or indirect owner of BOP whose shares are traded on a nationally recognized exchange) from including information regarding the Loan and its terms in any securities filings, disclosures or information distributed to its shareholders to the extent BOP (or such direct or indirect owner of BOP) deems necessary or appropriate under applicable Legal Requirements, provided, that no such information shall mention or refer to any Securities or Securitization or to any prospective securitization or securities related to the Loan, or to any Affiliate of Lender that acts as depositor, initial purchaser or underwriter with respect to a Securitization of all or any portion of the Loan.

Section 10.16 Waiver of Marshalling of Assets . To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s members or partners, as applicable, and others with interests in Borrower, and of the Collateral, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Obligations without any prior or different resort for collection, or of the right of Lender to the payment of the Obligations out of the net proceeds of the Collateral in preference to every other claimant whatsoever.



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any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.19 Brokers and Financial Advisors .

Section 10.20 Exculpation . Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the Obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in all or any portion of the Collateral or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 10.20 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of any of the Loan Documents or any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of the Environmental Indemnity; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or the other Security Documents or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all or any of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, diminution in value, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred, but specifically excluding any special, exemplary, punitive, treble or consequential damages except to the extent the same are actually incurred by Lender to a third party) arising out of or in connection with the



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following (all such liability and obligation of Borrower for any or all of the following being referred to herein as “ Borrower’s Recourse Liabilities ”):

(i) fraud or material misrepresentation, willful misconduct or willful failure to disclose a material fact (related to the Property or the Collateral, and but for the failure to disclose Lender would not have made the Loan) by Borrower, any Senior Borrower, Guarantor, any Affiliate of Borrower or Guarantor in connection with the Loan;

(iii) intentional physical waste of any Individual Property by Borrower, any Senior Borrower, Guarantor or any Affiliate of Borrower or Guarantor;

(iv) the misapplication or conversion by Borrower, any Senior Borrower, Guarantor or any Affiliate of Borrower, any Senior Borrower or Guarantor, in contravention of the Loan Documents, of (A) any Insurance Proceeds paid by reason of any loss, damage or destruction to any Individual Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of any Individual Property, or (C) any Gross Revenue (including security deposits, advance deposits or any other deposits and Lease Termination Payments (as defined in the Senior Loan Agreement) in contravention of the Loan Documents);

(v) all Gross Revenue of the Property received or collected by or on behalf of Borrower or any Affiliate during the continuance of an Event of Default and not applied as required by the Loan Documents (except to the extent that such application of such funds is prevented by bankruptcy, receivership, or similar judicial proceeding in which Borrower or Senior Borrower is legally prevented from directing the disbursement of such sums);

(vi) Borrower’s or any Senior Borrower’s failure to pay charges for labor or materials or other charges which result in Liens (excluding Taxes) on any portion of any Individual Property to the extent such Liens are not bonded over or discharged in accordance with the Loan Documents, to the extent Net Operating Income, after payment of Debt Service, is sufficient to pay such charges; provided, that, Borrower shall not be liable to the extent funds to pay such amounts are being held in escrow by Senior Lender pursuant to the Senior Loan Documents for the purposes of paying for such labor, materials and other charges and Senior Lender failed to pay same in violation of the Senior Loan Documents;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any Individual Property which are not delivered to Senior Lender after a foreclosure or a deed in lieu thereof as required in accordance with the provisions of the Senior Loan Documents;



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(viii) the failure to pay Taxes or obtain and maintain the fully paid for Policies in accordance with the Loan Documents, to the extent Net Operating Income, after payment of Debt Service, is sufficient to pay such charges, provided that Borrower shall not be liable (1) to the extent funds to pay such amounts are being held in escrow by Senior Lender pursuant to the Senior Loan Documents for the purpose of paying such Taxes and Senior Lender failed to pay same in violation of the Senior Loan Documents, or (2) for Taxes which accrue after a receiver is appointed or after Lender takes title to the Collateral by foreclosure or assignment in lieu of foreclosure;

(ix) Borrower, any Senior Borrower or Guarantor or any Affiliate of Borrower, any Senior Borrower or Guarantor raises defenses to Lender’s pursuit of any remedies under the Loan Documents which defenses are found by a court of competent jurisdiction to be without merit and raised in bad faith;

(x) any breach of the covenants set forth in Section 4.4 hereof (other than a breach that constitutes a Springing Recourse Event);

(xi) except to the extent such failure results in a Springing Recourse Event, Borrower fails to obtain Lender’s prior consent to any Transfer of any direct or indirect equity interest in Borrower or any Senior Borrower as required by the Pledge Agreement or this Agreement other than a Permitted Transfer; and/or

(xii) any amendment, modification, cancellation or termination of the 350 S. Figueroa Property Documents which is consented to, agreed to or voted for by Borrower or any Senior Borrower, in each case, in violation of the terms of this Agreement.

Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Obligations or to require that all collateral shall continue to secure all of the Obligations owing to Lender in accordance with the Loan Documents, and (B) the Obligations shall be fully recourse to Borrower in the event that any of the following occur (each, a “ Springing Recourse Event ”): (i) Borrower or any Senior Borrower files a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (ii) Borrower, any Senior Borrower, any New Junior Mezzanine Loan Borrower, Guarantor, any Affiliate of Borrower or Guarantor, or any officer, director, or representative of Borrower, any Senior Borrower, any New Junior Mezzanine Loan Borrower, Guarantor or any Affiliate or Borrower or Guarantor, files, or joins in the filing of, an involuntary petition against Borrower or any Senior Borrower under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower or any Senior Borrower from any Person; (iii) Borrower or any Senior Borrower files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against Borrower or any Senior Borrower, by any other Person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (iv) Borrower fails to obtain Lender’s prior consent (if and to the extent required under the Loan Documents) to any subordinate financing encumbering the Collateral or any Individual Property (which Lien constitutes security for indebtedness, but specifically excluding mechanics’, materialmen’s and



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other similar liens and encumbrances); (v) any Transfer (excluding any mechanic’s, materialmen’s or other similar liens and encumbrances that are covered in clause (vi) of Borrower’s Recourse Liabilities) of the Collateral or any Individual Property or a controlling interest in Borrower or any Senior Borrower, in each case, in violation of the Loan Documents; (vi) Borrower, any Senior Borrower, any New Junior Mezzanine Loan Borrower, Guarantor, or any Affiliate, officer, director, or representative of Borrower, any Senior Borrower or Guarantor consents to or acquiesces (in writing) in or joins in (or fails to object to) an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, any Senior Borrower or any portion of the Collateral or the Property (other than an application initiated by Lender); (vii) Borrower or any Senior Borrower makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due (unless failure to make such admission would be a violation of law); (viii) a breach of the covenants set forth in Section 4.4 hereof that results in substantive consolidation of Borrower or any Senior Borrower with any other Person; or (ix) Borrower causes any Senior Borrower to amend or otherwise modify its organizational documents in order to amend or repeal its election to be governed by Article 8 of the UCC.

Section 10.21 Prior Agreements . This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto and their respective affiliates in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including the Summary of Terms and Conditions dated June 16, 2016 from Deutsche Bank and accepted by Borrower, are superseded by the terms of this Agreement and the other Loan Documents. In addition, Borrower hereby agrees that it is not relying on and has not relied on any representations, warranties or statements, whether written or oral, of Lender, any Affiliate of the Lender or any other party in connection with its decision to enter into the transaction described in this Agreement and the related Loan Documents and that this Agreement and the related Loan Documents set forth the entire set of representations, warranties and understandings of Borrower with respect to the transaction described herein and in the Loan Documents

Section 10.22 Servicer .



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quarter of one percent (0.25%) per annum), (ii) operating or trust advisor fees (if the Loan is a specially serviced loan under the Servicing Agreement or in connection with a workout), (iii) work-out fees (which work-out fees shall not exceed one percent (1.00%) of interest and principal collections on the Loan or, if the Loan is sold into a so called “single-asset (i.e., the Property) single-borrower (i.e., Borrower)” Securitization, one-half of one percent (0.5%) of interest and principal collections on the Loan), (iv) liquidation fees (which liquidation fees shall not exceed one percent (1.00%) of liquidation proceeds or, if the Loan is sold into a so called “single-asset (i.e., the Property) single-borrower (i.e., Borrower)” Securitization, one-half of one percent (0.5%) of liquidation proceeds), (v) attorneys fees and expenses and (vi) other fees and expenses in connection with the modification or restructuring of the Loan.

Section 10.24 Creation of Security Interest . Notwithstanding any other provision set forth in this Agreement, the Note, the Pledge Agreement or any of the other Loan Documents, Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Pledge Agreement and any other Loan Document (including the advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.



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reasonably satisfactory to the relevant Co-Lender. Any Co-Lender that is entitled to an exemption from, or reduction of, withholding Special Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Co-Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable Legal Requirements or reasonably requested by Borrower as will enable Borrower to determine whether or not such Co-Lender is subject to backup withholding or information reporting requirements. If a Co-Lender, in its sole discretion exercised in good faith, determines that it has received a refund of any Indemnified Taxes, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made or additional amounts paid under this Section with respect to the Special Taxes giving rise to such refund), net of all out-of-pocket expenses (including Special Taxes) of such Co-Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Borrower, upon the request of such Co-Lender, shall repay to such Co-Lender the amount paid over pursuant to this Section 10.25 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Co-Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.25 , in no event will a Co-Lender be required to pay any amount to Borrower pursuant to this Section 10.25 the payment of which would place such Co-Lender in a less favorable net after-Special Tax position than such Co-Lender would have been in if the Special Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Special Tax had never been paid. This Section 10.25 shall not be construed to require any Co-Lender to make available its Special Tax returns (or any other information relating to its Special Taxes that it deems confidential) to Borrower or any other Person.

Section 10.26 Assignments and Participations .

(b) Each Co-Lender (or such Co-Lender’s designee, which may include any Servicer or Borrower) as non-fiduciary agent of Borrower, shall maintain a record within the



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meaning of U.S. Treasury Regulation 5f.103-1(c) that identifies each owner of an interest in the portion of the Loan held by such Co-Lender, including the name and address of the owner, and each owner’s rights to principal and stated interest (the “ Register ”) and shall record all transfers of such interest in the Loan, in such Register. The entries in the Register shall, with respect to such Co-Lender, transferees and Borrower, be conclusive absent manifest error. The parties intend for the Loan to be in registered form for tax purposes, including for purposes of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. Upon request of Borrower and reasonable prior notice, each Co-Lender shall provide to Borrower any information reasonably requested by Borrower that is recorded on such Co-Lender’s Register.

Section 10.27 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.

(ii) the effects of any Bail-in Action on any such liability, including, if applicable:

(A) a reduction in full or in part or cancellation of any such liability;

(C) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.



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Country which is subject to the supervision of an EEA Resolution Authority; (y) any entity established in an EEA Member Country which is a parent of an institution described in clause (x) of this definition, or (x) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (x) or (y) of this definition and is subject to consolidated supervision with its parent; (iv) “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway; (v) “ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution; (vi) “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time; and (vii) “ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 10.30 Intercreditor Agreement . Lender and Senior Lender (and New Junior Mezzanine Loan Lender if a New Junior Mezzanine Loan is created pursuant to Section 8.3.2 ) are or will be parties to a certain intercreditor agreement (the “ Intercreditor Agreement ”) memorializing their relative rights and obligations with respect to the Loan, the Senior Loan, any New Junior Mezzanine Loan, Borrower, Senior Borrower, any New Junior Mezzanine Loan Borrower, the Collateral and the Property. Borrower hereby acknowledges and agrees that (i) such Intercreditor Agreement is intended solely for the benefit of Lender, Senior Lender and any New Junior Mezzanine Loan Lender and (ii) neither Borrower, Senior Borrower nor any New Junior Mezzanine Loan Borrower is an intended third-party beneficiary of any of the provisions therein and shall not be entitled to rely on any of the provisions contained therein. Neither Lender, Senior Lender nor any New Junior Mezzanine Loan Lender shall have any obligation to disclose to Borrower the contents of the Intercreditor Agreement. Borrower’s obligations hereunder are independent of such Intercreditor Agreement and remain unmodified by the terms and provisions thereof.



	103	Mezzanine Loan Agreement

Section 10.31 Proofs of Claim . In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting Borrower, any Senior Borrower or Guarantor, or any of their respective property, Lender, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Lender allowed in such proceedings for the entire Debt at the date of the institution of such proceedings and for any additional amount which may become due and payable by Borrower hereunder after such date.

Section 10.32 Waiver of Stay . Borrower agrees (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive Borrower from paying all or any portion of the Debt or which may affect the covenants or the performance of this Agreement; and Borrower (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 10.33 Co-Lenders.



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damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share.

(i) the Co-Lenders shall exercise such rights and remedies jointly together, or

ARTICLE 11

SENIOR LOAN

Section 11.1 Compliance With Senior Loan Documents . Borrower shall (or shall cause Senior Borrower to): (a) pay all principal, interest and other sums required to be paid by Senior Borrower under and pursuant to the provisions of the Senior Loan Documents; (b) diligently perform and observe all of the terms, covenants and conditions of the Senior Loan Documents on the part of Senior Borrower to be performed and observed, unless such performance or observance shall be waived in writing by Senior Lender; (c) promptly notify Lender of the giving of any notice by Senior Lender to Senior Borrower or Borrower of any default by Senior Borrower in the performance or observance of any of the terms, covenants or conditions of the Senior Loan Documents on the part of Senior Borrower to be performed or observed and deliver to Lender a true copy of each such notice; (d) deliver a true, correct and complete copy of all notices, demands, requests or material correspondence (including electronically transmitted items) given or received by Senior Borrower or Guarantor to or from the Senior Lender or its agent; and (e) not enter into or be bound by any Senior Loan Documents that are not approved by Lender. Without limiting the foregoing, Borrower shall cause Senior Borrower to fund all reserves required to be funded pursuant to the Senior Loan Documents. In the event of a refinancing of the Senior Loan permitted by the terms of this Agreement, Borrower will cause all reserves on deposit with Senior Lender to be utilized by Senior Borrower



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to reduce the amount due and payable to the Senior Lender or alternatively shall be remitted to Lender as a mandatory prepayment of the Loan.

Section 11.2 Senior Loan Defaults.

(a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Senior Loan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Senior Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Senior Borrower to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 12.2 (including attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid principal balance, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the Pledge Agreement.

(b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Senior Borrower or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Senior Borrower to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan.

(c) Any default or breach by Senior Borrower under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Senior Borrower under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Senior Borrower’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender.



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(d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Senior Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 12.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Section 11.3 Senior Loan Estoppels . Borrower shall (or shall cause Senior Borrower to), from time to time (but in no event to exceed once in any six (6) month period), use reasonable efforts to obtain from Senior Lender such certificates of estoppel with respect to compliance by Senior Borrower with the terms of the Senior Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Senior Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel but breaches such obligation, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Senior Borrower expressly representing to Lender the information requested by Lender regarding compliance by Senior Borrower with the terms of the Senior Loan Documents. Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Senior Loan which was misrepresented in, or which warrants disclosure and was omitted from such estoppel executed by Borrower and Senior Borrower.

Section 11.4 No Amendment to Senior Loan Documents . Without obtaining the prior written consent of Lender, Borrower shall not cause or permit Senior Borrower to (i) enter into any amendment or modification of any of the Senior Loan Documents or (ii) grant to Senior Lender any waiver. Borrower shall cause Senior Borrower to provide Lender with a copy of any amendment or modification to the Senior Loan Documents within five (5) Business Days after the execution thereof.

Section 11.5 Acquisition of the Senior Loan . Neither Borrower or Senior Borrower or any Affiliate of any of them shall acquire or agree to acquire the Senior Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of the Senior Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an Event of Default hereunder; provided, that the Borrower or any of its Affiliates may acquire any Securities (as defined in the Senior Loan Agreement) issued in connection with a Securitization (as defined in the Senior Loan Agreement) of all or any portion of the Senior Loan, subject to any applicable laws and the terms and provisions of any applicable documentation governing such Securitization, including any related trust and servicing agreements or pooling and servicing agreements. If, solely by operation of applicable subrogation law, Borrower or Senior Borrower or any Affiliate of any of them shall have failed



	107	Mezzanine Loan Agreement

to comply with the foregoing, then Borrower: (i) shall immediately notify Lender of such failure; (ii) shall cause any and all such prohibited parties acquiring any interest in the Senior Loan Documents: (A) not to enforce the Senior Loan Documents; and (B) upon the request of Lender, to the extent any of such prohibited parties has or have the power or authority to do so, to promptly: (1) cancel the promissory note evidencing the Senior Loan, (2) re-convey and release the lien securing the Senior Loan and any other collateral under the Senior Loan Documents, and (3) discontinue and terminate any enforcement proceeding(s) under the Senior Loan Documents.

Section 11.6 Deed in Lieu of Foreclosure . Without the express prior written consent of Lender, Borrower shall not, and Borrower shall not cause, suffer or permit Senior Borrower to, enter into any deed-in-lieu or consensual foreclosure with or for the benefit of Senior Lender or any of its affiliates. Without the express prior written consent of Lender, Borrower shall not, and Borrower shall not cause, suffer or permit Senior Borrower to, enter into any consensual sale or other transaction in connection with the Senior Loan which could diminish, modify, terminate, impair or otherwise adversely affect the interests of Lender or Borrower, the Collateral or any portion thereof or any interest therein or of Senior Borrower in the Property or portion thereof or any interest therein.

Section 11.7 Refinancing or Prepayment of the Senior Loan . Neither Borrower nor Senior Borrower shall make any partial or full prepayments of amounts owing under the Senior Loan or refinance the Senior Loan without the prior written consent of Lender, unless (a) in the case of a full prepayment or refinance of the Senior Loan, such prepayment or refinancing results in the concurrent payment in full of the Debt, or (b) in the case of a partial prepayment of the Senior Loan, the Debt is being proportionately prepaid contemporaneously in accordance with the applicable terms and conditions of this Agreement, unless a Trigger Period exists, in which case Senior Borrower may prepay the Senior Loan in part in accordance with the terms of the Senior Loan Agreement without proportionately prepaying the Loan.

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	108	Mezzanine Loan Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

LENDER:

DEUTSCHE BANK AG, NEW YORK

BRANCH


By:	/s/ ALEXIS BLOCK Name: Alexis Block Title: Director


By:	/s/ STEPHEN H CHOE Name: Stephen H Choe Title: Managing Director

[signatures continue on following page]



	Signature Page 1	Mezzanine Loan Agreement

BARCLAYS BANK PLC


By:	/s/ SPENCER KAGAN Name: Spencer Kagan Title: Authorized Signatory

[signatures continue on following page]



	Signature Page 2	Mezzanine Loan Agreement

BORROWER:

MAGUIRE PROPERTIES-555 W. FIFTH

MEZZ I, LLC,

a Delaware limited liability company


By:	/s/ JASON KIRSCHNER Name: Jason Kirschner Title: Senior Vice President, Finance



	Signature Page 3	Mezzanine Loan Agreement

SCHEDULE I

RENT ROLL

(Attached)

Sch. I-1

SCHEDULE II

Reserved

Sch. II-1

SCHEDULE III

ORGANIZATIONAL CHART

(Attached)

Sch. III-1

SCHEDULE IV

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES



	Sch. IV- 1	Mezzanine Loan Agreement

SCHEDULE V

DEFINITION OF SPECIAL PURPOSE BANKRUPTCY REMOTE ENTITY

Borrower hereby represents and warrants to, and covenants with, Lender that since the date of its formation and at all times on and after the date hereof and until such time as the Obligations shall be paid and performed in full:

(a) Borrower (i) has been, is, and will be organized solely for the purpose of acquiring, owning, holding selling, transferring, exchanging, and otherwise dealing with and disposing of all or any portion of the Collateral, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, and (ii) has not owned, does not own, and will not own any asset or property other than the Collateral.

(b) Borrower has not engaged and will not engage in any business other than the ownership of the Collateral, and Borrower will conduct and operate its business as presently conducted and operated.

(c) Borrower has not and will not enter into any contract or agreement with any Affiliate of Borrower or Senior Borrower, except in the ordinary course of business and upon terms and conditions that are intrinsically fair, commercially reasonable, and substantially similar to those that would be available on an arms-length basis with third parties other than any such party.

(d) Borrower has not incurred and will not incur any Indebtedness other than Permitted Indebtedness.

(e) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), and has not and shall not acquire obligations or securities of its Affiliates.

(f) Borrower has been, is, and intends to remain solvent and has paid and intends to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets; provided that revenues from the operation of the Property are sufficient to enable it to do so; and provided, further the foregoing shall not require any direct or indirect member, partner or shareholder of Borrower to make any additional capital contributions to Borrower.

(g) Borrower has done or caused to be done, and will do, all things necessary to observe organizational formalities and preserve its existence, and has not, will not (i) terminate or fail to comply with the provisions of its organizational documents, or (ii) unless (A) Lender has consented and (B) following a Securitization of the Loan, the applicable Rating Agencies have issued a Rating Agency Confirmation, amend, modify or otherwise change its operating agreement or other organizational documents.

(h) Borrower has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any other Person;



	Sch. V- 1	Mezzanine Loan Agreement

Borrower’s assets will not be listed as assets on the financial statement of any other Person; it being understood that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower, and (ii) such assets shall be listed on Borrower’s own separate balance sheet; and Borrower will file its own tax returns separate from those of any other Person, except to the extent that Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law. Borrower has maintained and shall maintain its books, records, resolutions and agreements in accordance with this Agreement.

(i) Borrower has been, will be, and at all times has held and will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate of Borrower or any constituent party of Borrower (recognizing that Borrower may be treated as a “disregarded entity” for tax purposes and may not be required to file tax returns for tax purposes under applicable law)), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or department or part of the other and shall, to the extent reasonably necessary for the operation of its business, maintain and utilize separate stationery, invoices and checks bearing its own name.

(j) Borrower has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided that revenues from the operation of the Property are sufficient to enable it to do so; and provided further that the foregoing shall not require any direct or indirect member, partner or shareholder of Borrower to make any additional capital contributions to Borrower.

(k) Neither Borrower nor any constituent party of Borrower has sought or will seek or effect the liquidation, dissolution, winding up, consolidation or merger, in whole or in part, of Borrower.

(l) Borrower has not and will not commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and has held and will hold all of its assets in its own name.

(m) Borrower has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person.

(n) Borrower has not and will not assume or guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person.

(o) The organizational documents of Borrower shall provide that the business and affairs of Borrower shall be (A) managed by or under the direction of a board of one or more directors designated by Borrower’s sole member (the “ Sole Member ”) or (B) a committee of managers designated by Sole Member (a “ Committee ”) or (C) by Sole Member, and at all times



	Sch. V- 2	Mezzanine Loan Agreement

there shall be at least two (2) duly appointed Independent Directors or Independent Managers. In addition, the organizational documents of Borrower shall provide that no Independent Director or Independent Manager (as applicable) of Borrower may be removed or replaced without Cause and unless Borrower provides Lender with not less than three (3) Business Days’ prior written notice of (a) any proposed removal of an Independent Director or Independent Manager (as applicable), together with a statement as to the reasons for such removal, and (b) the identity of the proposed replacement Independent Director or Independent Manager, as applicable, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director or Independent Manager (as applicable).

(p) The organizational documents of Borrower shall also provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” provisions of such organizational documents.

(q) The organizational documents of Borrower shall provide that the board of directors, the Committee or Sole Member (as applicable) of Borrower shall not take any action which, under the terms of any certificate of formation, limited liability company operating agreement or any voting trust agreement, requires an unanimous vote of the board of directors (or the Committee as applicable) of Borrower unless at the time of such action there shall be (A) at least two (2) members of the board of directors (or the Committee as applicable) who are Independent Directors or Independent Managers, as applicable (and such Independent Directors or Independent Managers, as applicable, have participated in such vote) or (B) if there is no board of directors or Committee, then such Independent Managers shall have participated in such vote. The organizational documents of Borrower shall provide that Borrower will not and Borrower agrees that it will not, without the unanimous written consent of its board of directors, its Committee or its Sole Member (as applicable), including, or together with, the Independent Directors or Independent Managers (as applicable) (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (ii) seek or consent to the appointment of a receiver, liquidator or any similar official of Borrower or a substantial part of its business, (iii) take any action that might cause such entity to become insolvent, (iv) make an assignment for the benefit of creditors, (v) admit in writing its inability to pay debts generally as they become due, (vi) declare or effectuate a moratorium on the payment of any obligations, or (vii) take any action in furtherance of the foregoing. Borrower shall not take any of the foregoing actions without the unanimous written consent of its board of directors, its Committee or its Sole Member, as applicable, including (or together with) all Independent Directors or Independent Managers, as applicable. In addition, the organizational documents of Borrower shall provide that, when voting with respect to any matters set forth in the immediately preceding sentence of this clause (q) , the Independent Directors or Independent Managers (as applicable) shall consider only the interests of Borrower, including its creditors. Without limiting the generality of the foregoing, such documents shall expressly provide that, to the greatest extent permitted by law, except for duties to Borrower (including duties to the members of Borrower solely to the extent of their respective economic interest in Borrower and to Borrower’s creditors as set forth in the immediately preceding sentence), such Independent Directors or Independent Managers (as applicable) shall not owe any fiduciary duties to, and shall not consider, in acting or otherwise voting on any matter forwhich their approval is required, the interests of (i) the members of Borrower, (ii) other Affiliates of Borrower, or (iii) any group of Affiliates of which Borrower is



	Sch. V- 3	Mezzanine Loan Agreement

a part); provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing.

(r) The organizational documents of Borrower shall provide that, as long as any portion of the Obligations remains outstanding, upon the occurrence of any event that causes Sole Member to cease to be a member of Borrower (other than (i) upon an assignment by Sole Member of all of its limited liability company interest in Borrower and the admission of the transferee, if permitted pursuant to the organizational documents of Borrower and the Loan Documents, or (ii) the resignation of Sole Member and the admission of an additional member of Borrower, if permitted pursuant to the organizational documents of Borrower and the Loan Documents), each of the persons acting as an Independent Director or Independent Manager (as applicable) of Borrower shall, without any action of any Person and simultaneously with Sole Member ceasing to be a member of Borrower, automatically be admitted as members of Borrower (in each case, individually, a “ Special Member ” and collectively, the “ Special Members ”) and shall preserve and continue the existence of Borrower without dissolution. The organizational documents of Borrower shall further provide that for so long as any portion of the Obligations is outstanding, no Special Member may resign or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to Borrower as a Special Member, and (ii) such successor Special Member has also accepted its appointment as an Independent Director or Independent Manager (as applicable).

(s) The organizational documents of Borrower shall provide that, as long as any portion of the Obligations remains outstanding, except as expressly permitted pursuant to the terms of this Agreement, (i) Sole Member may not resign, and (ii) no additional member shall be admitted to Borrower.

(t) The organizational documents of Borrower shall provide that, as long as any portion of the Obligations remains outstanding: (i) Borrower shall be dissolved, and its affairs shall be wound up, only upon the first to occur of the following: (A) the termination of the legal existence of the last remaining member of Borrower or the occurrence of any other event which terminates the continued membership of the last remaining member of Borrower in Borrower unless the business of Borrower is continued in a manner permitted by its operating agreement or the Delaware Limited Liability Company Act (the “ Act ”), or (B) the entry of a decree of judicial dissolution under Section 18-802 of the Act; (ii) upon the occurrence of any event that causes the last remaining member of Borrower to cease to be a member of Borrower or that causes Sole Member to cease to be a member of Borrower (other than (A) upon an assignment by Sole Member of all of its limited liability company interest in Borrower and the admission of the transferee, if permitted pursuant to the organizational documents of Borrower and the Loan Documents, or (B) the resignation of Sole Member and the admission of an additional member of Borrower, if permitted pursuant to the organizational documents of Borrower and the Loan Documents), to the fullest extent permitted by law, the personal representative of such last remaining member shall be authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in Borrower, agree in writing (I) to continue the existence of Borrower, and (II) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of such member in Borrower; (iii) the bankruptcy of Sole Member or a Special



	Sch. V- 4	Mezzanine Loan Agreement

Member shall not cause such Sole Member or Special Member, respectively, to cease to be a member of Borrower and upon the occurrence of such an event, the business of Borrower shall continue without dissolution; (iv) in the event of the dissolution of Borrower, Borrower shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of Borrower in an orderly manner), and the assets of Borrower shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the fullest extent permitted by law, each of Sole Member and the Special Members shall irrevocably waive any right or power that they might have to cause Borrower or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of Borrower, to compel any sale of all or any portion of the assets of Borrower pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of Borrower.

(u) Borrower shall conduct its business so that the assumptions made with respect to Borrower in the Insolvency Opinion shall be true and correct in all respects. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding Borrower or any other Person) set forth in the Insolvency Opinion, (ii) all of the representations, warranties and covenants on this Schedule V , and (iii) all of the organizational documents of Borrower.

(v) Borrower has not permitted and will not permit any Affiliate or constituent party independent access to its bank accounts.

(w) Borrower has paid and intends to pay its own liabilities and expenses, including the salaries of its own employees (if any) from its own funds, and has maintained and shall maintain a sufficient number of employees (if any) in light of its contemplated business operations; provided that revenues from the operation of the Property are sufficient to enable it to do so; and provided, further the foregoing shall not require any direct or indirect member, partner or shareholder of Borrower to make any additional capital contributions to Borrower.

(x) Borrower has compensated and shall compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred; provided that revenues from the operation of the Property are sufficient to enable it to do so; and provided, further the foregoing shall not require any direct or indirect member, partner or shareholder of Borrower to make any additional capital contributions to Borrower.

(y) Borrower has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including shared office space.

(z) Except in connection with the Loan, Borrower has not pledged and will not pledge its assets for the benefit of any other Person.

(aa) Borrower has and will have no obligation to indemnify its officers, directors, members or Special Members, as the case may be, or has such an obligation that is fully subordinated to the Debt and will not constitute a claim against it if cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation.



	Sch. V- 5	Mezzanine Loan Agreement

(bb) Borrower has not, does not, and will not have any of its obligations guaranteed by any Affiliate (other than from the Guarantor with respect to the Loan).

As used herein:

“ Independent Director ” or “ Independent Manager ” shall mean a natural person selected by Borrower (a) with prior experience as an independent director, independent manager or independent member, (b) with at least three (3) years of employment experience, (c) who is provided by a Nationally Recognized Service Company, (d) who is duly appointed as an Independent Director or Independent Manager and is not, will not be while serving as Independent Director or Independent Manager (except pursuant to an express provision in Borrower’s operating agreement providing for the appointment of such Independent Director or Independent Manager to become a “special member” upon the last remaining member of Borrower ceasing to be a member of Borrower) and shall not have been at any time during the preceding five (5) years, any of the following:


(i)	a stockholder, director (other than as an Independent Director (provided that such Person is not and has never been an Independent Director or Independent Manager, or acted in any similar capacity, of any Senior Borrower), officer, employee, partner, attorney or counsel of Borrower, any Affiliate of Borrower or any direct or indirect parent of Borrower;


(ii)	a customer, supplier or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower;


(iii)	a Person or other entity Controlling or under Common Control with any such stockholder, partner, customer, supplier or other Person described in clause (i) or clause (ii) above; or



	Sch. V- 6	Mezzanine Loan Agreement


(iv)	a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other Person described in clause (i) or clause (ii) above.

A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the Independent Director or Independent Manager of a “special purpose entity” affiliated with Borrower shall be qualified to serve as an Independent Director or Independent Manager of Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

A natural person who satisfies the foregoing definition other than clause (ii) shall not be disqualified from serving as an Independent Director or Independent Manager of Borrower if such individual is an independent director, independent manager or special manager provided by a Nationally Recognized Service Company that provides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of its business.



	Sch. V- 7	Mezzanine Loan Agreement

SCHEDULE VI

RATABLE SHARE


1.	Deutsche Bank: 80.00%


2.	Barclays: 20.00%



	Sch. VI- 1	Mezzanine Loan Agreement

SCHEDULE VII

PRE-APPROVED UNAFFILIATED QUALIFIED PARKING MANAGERS


1.	SP Plus


2.	ImPark


3.	Propark


4.	Ace Parking



	Sch. VII- 1	Mezzanine Loan Agreement

SCHEDULE VIII

REQUIRED REPAIRS

Sch. VIII-1

EXHIBIT A-1

350 S. FIGUEROA PROPERTY LEGAL DESCRIPTION

PARCEL 1:



	Ex. A-1- 1	Mezzanine Loan Agreement

PARCEL 2:


APN:	5151-011-021 (AFFECTS LOT SB-3-B OF PARCEL 1)

5151-011-023 (AFFECTS LOT SB-2-B OF PARCEL 1)

5151-011-025 (AFFECTS LOT SB-1-B OF PARCEL 1)

5151-011-028 (AFFECTS LOT SB-GR OF PARCEL 1)

5151-011-031 (AFFECTS LOT SB-2-L(R) OF PARCEL 1)

5151-011-032 (AFFECTS LOT SB-2-L OF PARCEL 1)

5151-011-035 (AFFECTS PORTION OF SAID PARCEL 1)



	Ex. A-1- 2	Mezzanine Loan Agreement

EXHIBIT A-2

555 W. FIFTH PROPERTY LEGAL DESCRIPTION

PARCEL 1:

PARCEL 2:

PARCEL 3:

PARCEL 4:

LOT “A” OF TRACT NO. 4711, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE 1 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH ALL RIGHTS, TITLE AND INTEREST IN AND TO THAT PORTION OF THE SOUTHEASTERLY HALF OF GRAND AVENUE, AS SHOWN ON SAID MAP OF TRACT NO. 4711, WHICH ADJOINS SAID LOT “A” ON THE NORTHWEST AND IN AND TO THAT PORTION OF THE NORTHEASTERLY HALF OF FIFTH STREET, AS SHOWN ON SAID MAP OF TRACT NO. 4711, WHICH ADJOINS SAID LOT “A” ON THE SOUTHWEST, WHICH WOULD PASS WITH A CONVEYANCE OF SAID LOT “A”.



	Ex. A-2- 1	Mezzanine Loan Agreement

PARCEL 5:

PARCEL 6: INTENTIONALLY DELETED.

PARCEL 7:

APN: 5149-029-013



	Ex. A-2- 2	Mezzanine Loan Agreement

EXHIBIT B

Secondary Market Transaction Information


(A)	Any proposed program for the renovation, improvement or development of the Property, or any part thereof, including the estimated cost thereof and the method of financing to be used.


(B)	The general competitive conditions to which the Property is or may be subject.


(C)	Management of the Property.


(D)	Occupancy rate expressed as a percentage for each of the last five years.


(E)	Principal business, occupations and professions carried on in, or from the Property.


(F)	Number of Tenants occupying 10% or more of the total rentable square footage of the Property and principal nature of business of such Tenant, and the principal provisions of the leases with those Tenants including, but not limited to: rental per annum, expiration date, and renewal options.


(G)	The average effective annual rental per square foot or unit for each of the last three years prior to the date of filing.


(H)	Schedule of the lease expirations for each of the ten years starting with the year in which the registration statement is filed (or the year in which the prospectus supplement is dated, as applicable), stating:


(1)	The number of Tenants whose leases will expire.


(2)	The total area in square feet covered by such leases.


(3)	The annual rental represented by such leases.


(4)	The percentage of gross annual rental represented by such leases.

Ex. B-1

EXHIBIT C

Form of Contribution Agreement

FORM OF CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “ Agreement ”) is executed as of ____________, _____ by [____________________] , a [____________________], having an address at [____________________] (“ Contribution Party ”), for the benefit of MAGUIRE PROPERTIES–555 W. FIFTH MEZZ I, LLC , a Delaware limited liability company, having an office at having an address at c/o Brookfield Office Properties, 250 Vesey Street, 15 ^th Floor, New York, New York 10281 (“ Borrower ”).

W I T N E S S E T H:

A. Pursuant to that certain Mezzanine Loan Agreement, dated July 11, 2016 (as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time, the “ Loan Agreement ”), between Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH , a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (together with its successors and assigned, “ DB ”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005 and BARCLAYS BANK PLC , a public limited company registered in England and Wales (together with its successors and assigns, “ Barclays ” and together with DB, collectively, “ Lender ”), having an address at 745 Seventh Avenue, New York, New York 10019, Borrower has become indebted to Lender in the original principal amount of One Hundred Thirty-One Million and No/100 Dollars ($131,000,000.00) (together with all renewals, modifications, increases and extensions thereof, the “ Loan ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

C. Contribution Party is the owner of direct or indirect interests in Borrower, and Contribution Party has directly benefitted from Lender’s making the Loan to Borrower.

Ex. C-1

ARTICLE 1

CONTRIBUTIONS

Section 1.1 Contribution . Contribution Party hereby irrevocably and unconditionally acknowledges and agrees with and for the benefit of Borrower, on behalf of itself and any of Contribution Party’ subsidiaries that own a direct or indirect interest in Borrower (each, an “ Intervening Subsidiary ”), that the execution and delivery of each Letter of Credit constitutes a capital contribution to the equity of Borrower, and that each and every Contribution shall constitute a direct or indirect capital contribution to the equity of Borrower. Accordingly, Borrower shall have no reimbursement obligations to Contributing Party or any Intervening Subsidiary with respect to any such Letter of Credit and neither Contributing Party nor any Intervening Subsidiary shall have any claims as a creditor of Borrower on account of any amounts paid by the Contributing Party or any Intervening Subsidiary under any such Letter of Credit.

ARTICLE 2

MISCELLANEOUS

Section 2.2 Governing Law; Jurisdiction; Service of Process .

Ex. C-2

Ex. C-3

Section 2.7 Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Agreement.

Ex. C-4

[NO FURTHER TEXT ON THIS PAGE]

Ex. C-5

IN WITNESS WHEREOF, Contribution Party has executed this Agreement as of the day and year first above written.

CONTRIBUTION PARTY :

[__________________________________]

a [________________________________]

By: ___________________________________

Name:
Title:

Ex. C-6

MAGUIRE PROPERTIES-555 W. FIFTH MEZZ I,

LLC,
a Delaware limited liability company

By: ___________________________________
Name:
Title:

Ex. C-7

Annex A

(to Exhibit C)

Ex. C-8

EXHIBIT D

Form of Alteration Deficiency Guaranty

ALTERATION DEFICIENCY GUARANTY

W I T N E S S E T H:

A. Pursuant to those certain promissory notes executed by Maguire Properties–555 W. Fifth Mezz I, LLC, a Delaware limited liability company (“ Borrower ”), and payable to the order of Lender in the aggregate original principal amount of One Hundred Thirty-One Million and No/100 Dollars ($131,000,000.00) (collectively, with all renewals, modifications, increases and extensions thereof, the “ Note ”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “ Loan ”) which is made pursuant to that certain Mezzanine Loan Agreement, dated as of July 11, 2016, between Borrower and Lender (as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time, the “ Loan Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

B. Guarantor is the owner of direct or indirect interests in Borrower, and Guarantor has benefitted from Lender’s making the Loan to Borrower.

ARTICLE 1

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation .

Ex. D-1

Ex. D-2

Section 1.6 Waivers . Guarantor agrees to the provisions of the Loan Documents and hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note, the Pledge Agreement, the Loan Agreement or any other Loan Document, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory note or other document arising under the Loan Documents or in connection with the Collateral, (v) the occurrence of (A) any breach by Borrower of any of the terms or conditions of the Loan Agreement or any of the other Loan Documents, or (B) an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) the sale or foreclosure (or the posting or advertising for the sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and/or the obligations hereby guaranteed, other than such notices to Guarantor (if any) as may be expressly required pursuant to the terms and provisions of the Loan Documents.

Ex. D-3

ARTICLE 2
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Section 2.1 Modifications . Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents or any other document, instrument, contract or understanding between Borrower and Lender or any other parties pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

Section 2.2 Adjustment . Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or Guarantor.

Section 2.4 Invalidity of Guaranteed Obligations . The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (i) the Guaranteed Obligations or any part thereof exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially

Ex. D-4

uncollectible from Borrower (unless Guarantor has the same defenses, claims or offsets with respect to the Guaranteed Obligations), (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Note, the Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.6 Other Collateral . The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Ex. D-5

reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.

Section 2.11 Merger . The reorganization, merger or consolidation of Borrower or Guarantor into or with any other Person.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Documents and to extend credit to Borrower, Guarantor represents and warrants to Lender as follows:

Ex. D-6

Section 3.3 No Representation By Lender . Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

Section 3.4 Guarantor’s Financial Condition . As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor (a) is and will be solvent, (b) has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and (c) has and will have property and assets sufficient to satisfy and repay its obligations and liabilities, including the Guaranteed Obligations.

Section 3.6 Survival . All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE 4
SUBORDINATION OF CERTAIN INDEBTEDNESS

Ex. D-7

Lender receive, for application against the Guaranteed Obligations, any dividend or payment which is otherwise payable to Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then, upon payment to Lender in full of the Obligations and the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

ARTICLE 5
COVENANTS

Section 5.1 Definitions . As used in this Article 5 , the following terms shall have the respective meanings set forth below:

Ex. D-8

(b) “ GAAP ” shall mean generally accepted accounting principles, consistently applied.

Section 5.2 Covenants . Until all of the Obligations and the Guaranteed Obligations have been paid in full, Guarantor shall maintain an Investment Grade Rating.

Section 5.3 Financial Statements . If Guarantor is not a publicly traded company with publicly available financials, Guarantor shall deliver to Lender (i) within sixty (60) days following the end of each calendar quarter, with respect to the prior calendar quarter, unaudited quarterly and year-to-date statements of income and expense and cash flow (prepared in accordance with GAAP) for the Guarantor, together with a balance sheet as of the end of such prior calendar quarter for the Guarantor, together with a certificate of an officer of the Guarantor (A) setting forth in reasonable detail the Guarantor’s net worth as of the end of such prior calendar quarter and based on the foregoing quarterly financial statements, and (B) certifying that such quarterly financial statements are true, correct, accurate and complete and fairly present the financial condition and results of the operations of the Guarantor in a manner consistent with GAAP, and (ii) within one hundred twenty (120) days following the end of each calendar year a complete copy of the Guarantor’s annual financial statements audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender prepared in accordance with GAAP and if required and Lender has so notified the Guarantor, including statements of income and expense and cash flow and a balance sheet for the Guarantor.

ARTICLE 6
MISCELLANEOUS

Section 6.2 Notices . All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “ Notice ”) required, permitted or desired to be given hereunder shall be in writing and shall be sent by telefax (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, in each case addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 6.2 . Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by telefax if sent prior to 6:00 p.m. New York time on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:

Ex. D-9


If to Lender:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: Robert W. Pettinato, Jr. Facsimile No. (212) 797-4489


and to:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: General Counsel Facsimile No. (646)736-5721


and to:	Barclays Bank PLC 745 Seventh Avenue New York, New York 10019 Attention: Michael Birajiclian


with a copy to:	Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Attention: Charles E. Schrank, Esq. Facsimile No. (312) 853-7036


with a copy to:	KeyCorp Real Estate Capital Markets, Inc.

Loan Servicing and Asset Management

11501 Outlook Street, Suite 300

Overland Park, KS 66211

Attention: Diane Haislip

Facsimile No. (216) 357-6543


If to Guarantor:	[______________________]

[__________________]

Attention: [________________]

Facsimile No.: [________________]


with a copy to:	[______________________]

[__________________]

Attention: [________________]

Facsimile No.: [________________]

Ex. D-10

Notice for any party may be given by its respective counsel. Additionally, Notice from Lender may also be given by Servicer.

Section 6.3 Governing Law; Jurisdiction; Service of Process .

Ex. D-11

AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF GUARANTOR CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST GUARANTOR IN ANY OTHER JURISDICTION.

Section 6.5 Amendments . This Guaranty may be amended only by an instrument in writing executed by the party(ies) against whom such amendment is sought to be enforced.

Section 6.7 Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Ex. D-12

Section 6.10 Rights and Remedies . If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 6.12 Waiver of Right To Trial By Jury . GUARANTOR (AND LENDER BY ACCEPTANCE OF THIS GUARANTY) HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE PLEDGE AGREEMENT, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Ex. D-13

out of pocket expense to implement all requirements imposed by any of the Rating Agencies involved in any Secondary Market Transaction. Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender, including any and all financial statements provided to Lender pursuant to Section 5.3 hereof, may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors and potential investors may also see some or all of the information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.

Section 6.15 Gender; Number; General Definitions . Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, (a) words used in this Guaranty may be used interchangeably in the singular or plural form, (b) any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, (d) the word “ Lender ” shall mean “Lender and any subsequent holder or holders of the Note”, (e) the word “ Note ” shall mean “the Note and any other evidence of indebtedness secured by the Loan Agreement”, (f) the word “ Collateral ” shall include any portion of the Collateral and any interest therein, and (g) the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all reasonable attorneys’, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels, incurred or paid by Lender in protecting its interest in the Collateral and/or in enforcing its rights hereunder.

Section 6.16 Joint and Several . Except to the extent otherwise provided for herein, the obligations of each Guarantor hereunder are joint and several.

Ex. D-14

disclosed shall have executed its usual and customary confidentiality agreement, and each NRSRO (as defined below) desiring access to any secured website containing such information shall, as a condition to its access, have either furnished to the Securities and Exchange Commission the certification required under Rule 17g-5(e) of the Exchange Act or be required to agree to (or “click through”) such website’s confidentiality provisions, (C) as required by any applicable Legal Requirement, (D) which is already publicly available as a result of disclosure by any other party, (E) in response to any order of any court or other Governmental Authority, (F) in connection with the exercise and/or enforcement by Lender of any rights and remedies hereunder or under any other Loan Document or (G) if Lender is required to do so in connection with any litigation or similar proceeding (in which case, Lender shall exercise reasonable efforts to give prior written notice of such requirement to Guarantor in order to permit Guarantor to seek a protective order at Guarantor’s sole cost and expense). As used herein, (i) “ Information ” means all non-public information relating to Guarantor or its business delivered by Guarantor to Lender in connection with the origination of the Loan or required to be delivered or provided under this Guaranty; provided, that in the case of information received from Guarantor after the date hereof, such information is clearly identified at the time of delivery as confidential; (ii) “ Disclosure Parties ” shall mean any actual or prospective investor, any actual or prospective assignee, any actual or prospective participant in the Loan, any actual or prospective providers of financing directly or indirectly secured by, the Loan or any Securities or any direct or indirect class, component, portion or interest therein or thereof, any Rating Agency rating any participations in the Loan and/or Securities, any NRSRO, any underwriter, any organization maintaining databases on the underwriting and performance of commercial mortgage loans, auditors, regulatory authorities or any Persons that may be entitled by law to the Information, any Affiliate of a Lender involved from time to time in the transactions contemplated by this Guaranty, any other Loan Document and/or in any Securitization, any employees, directors, agents, attorneys, accountants, or other professional advisors of a Lender or its Affiliates, any servicers of the Loan, and/or any Governmental Authorities, in all cases, as Lender determines necessary or desires in its sole discretion; and (iii) “ NRSRO ” means any credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act, without regard to whether or not such credit rating agency has been engaged by Lender or its designees in connection with, or in anticipation of, a Securitization. In no event shall Lender (x) be responsible for monitoring or enforcing such use of the Information by any Disclosure Party or (y) be liable to Guarantor or any other Person for any acts or omissions by any Disclosure Party, including, without limitation, any failure of any such Disclosure Party to limit its use of the Information.

Section 6.18 Environmental Provisions . To the extent California law applies, nothing herein shall be deemed to limit the right of Lender to recover in accordance with California Code of Civil Procedure Section 736 (as such Section may be amended from time to time), any costs, expenses, liabilities or damages, including reasonable attorneys’ fees and costs, incurred by Lender and arising from any covenant, obligation, liability, representation or warranty contained in any indemnity agreement given to Lender, or any order, consent decree or settlement relating to the cleanup of Hazardous Substances (as defined in the Environmental Indemnity) or any other “environmental provision” (as defined in such Section 736) relating to the Collateral or any portion thereof or the right of Lender to waive, in accordance with the California Code of Civil Procedure Section 726.5 (as such Section may be amended from time to time), the security of the Pledge Agreement as to any Collateral that is “environmentally

Ex. D-15

impaired” or is an “affected parcel” (as such terms are defined in such Section 726.5), and as to any personal property attached to such parcel, and thereafter to exercise against Borrower, to the extent permitted by such Section 726.5, the rights and remedies of any unsecured creditor, including reduction of Lender’s claim against Borrower to judgment, and any other rights and remedies permitted by law.

Ex. D-16

Borrower, and that if Lender forecloses on any real property collateral pledged by Borrower (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any rights Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt evidenced by the Note is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

[Signature Page Immediately Follows]

Ex. D-17

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year first above written.

GUARANTOR :


	[_________________] , a [_________________]


By:	_________________ Name: Title:

Ex. D-18

Exhibit D

Annex A



	Ex. D- 19	Mezzanine Loan Agreement

EXHIBIT 10.9

GUARANTY OF RECOURSE OBLIGATIONS

This GUARANTY OF RECOURSE OBLIGATIONS (this “ Guaranty ”) is executed as of July 11, 2016 by BROOKFIELD DTLA HOLDINGS LLC , a Delaware limited liability company, as guarantor, having an address at 250 Vesey Street, 15th floor, New York, New York 10281-1023 (“ Guarantor ”), for the benefit of DEUTSCHE BANK AG, NEW YORK BRANCH , a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 60 Wall Street, 10 ^th Floor, New York, New York 10005 (“ DB ”), and of BARCLAYS BANK PLC , a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (“ Barclays ”, collectively with DB, together with their respective successors and/or assigns, “ Lender ”).

W I T N E S S E T H:

A. Pursuant to those certain promissory notes executed by Maguire Properties–555 W. Fifth, LLC, a Delaware limited liability company, and by Maguire Properties – 350 S. Figueroa, LLC, a Delaware limited liability company (collectively, “ Borrower ”), and payable to the order of Lender in the aggregate original principal amount of Three Hundred Nineteen Million and No/100 Dollars ($319,000,000.00) (collectively, with all renewals, modifications, increases and extensions thereof, the “ Note ”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “ Loan ”) which is made pursuant to that certain Loan Agreement, dated of even date herewith, between Borrower and Lender (as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time, the “ Loan Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

B. Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees the payment and performance to Lender of the Guaranteed Obligations (as herein defined).

C. Guarantor is the owner of direct or indirect interests in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower and to extend such additional credit as Lender may from time to time agree to extend under the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE 1
NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation .

Guaranty of Recourse Obligations

maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

(b) As used herein, the term “ Guaranteed Obligations ” means (i) Borrower’s Recourse Liabilities and (ii) from and after the date that any Springing Recourse Event occurs, payment of all of the Obligations.

(c) Notwithstanding anything to the contrary in this Guaranty or in any of the other Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Obligations or to require that all collateral shall continue to secure all of the Obligations owing to Lender in accordance with the Loan Documents.



	2	Guaranty of Recourse Obligations



	3	Guaranty of Recourse Obligations

ARTICLE 2
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Section 2.2 Adjustment . Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or Guarantor.

Section 2.4 Invalidity of Guaranteed Obligations . The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (i) the Guaranteed Obligations or any part thereof exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower (unless



	4	Guaranty of Recourse Obligations

Section 2.6 Other Collateral . The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.9 Unenforceability . The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.



	5	Guaranty of Recourse Obligations

Section 2.11 Merger . The reorganization, merger or consolidation of Borrower or Guarantor into or with any other Person.

Section 2.14 Notwithstanding anything to the contrary contained in this Guaranty or any other Loan Document, Guarantor is not waiving any defense based on payment or performance of any of the Guaranteed Obligations.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Documents and to extend credit to Borrower, Guarantor represents and warrants to Lender as follows:

Section 3.3 No Representation By Lender . Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

Section 3.4 Guarantor’s Financial Condition . As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor (a) is



	6	Guaranty of Recourse Obligations

Section 3.6 Survival . All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE 4
SUBORDINATION OF CERTAIN INDEBTEDNESS



	7	Guaranty of Recourse Obligations

Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

ARTICLE 5
COVENANTS

Section 5.1 Definitions . As used in this Article 5 , the following terms shall have the respective meanings set forth below:

(a) “ GAAP ” shall mean generally accepted accounting principles, consistently applied.

(b) “ Net Worth ” shall mean, as of a given date, (i) a Guarantor’s total assets as of such date (exclusive of any interest in the Property or in any other asset that is part of the collateral for the Loan) less (ii) Guarantor’s total liabilities (taking into consideration contingent liabilities but exclusive of any liability under the Loan Documents) as of such date, determined in accordance with GAAP.

Section 5.2 Covenants . Until all of the Obligations and the Guaranteed Obligations have been paid in full, Guarantor shall maintain a Net Worth of not less than $300,000,000.00 (the “ Net Worth Threshold ”).



	8	Guaranty of Recourse Obligations

Section 5.3 Financial Statements . The Guarantor shall deliver to Lender (i) within sixty (60) days following the end of each calendar quarter, with respect to the prior calendar quarter, unaudited quarterly and year-to-date statements of income and expense and cash flow (prepared in accordance with GAAP) for the Guarantor, together with a balance sheet as of the end of such prior calendar quarter for the Guarantor, together with a certificate of an officer of the Guarantor (A) setting forth in reasonable detail the Guarantor’s Net Worth as of the end of such prior calendar quarter and based on the foregoing quarterly financial statements, and (B) certifying that such quarterly financial statements are true, correct, accurate and complete and fairly present the financial condition and results of the operations of the Guarantor in a manner consistent with GAAP, and (ii) within one hundred twenty (120) days following the end of each calendar year a complete copy of the Guarantor’s annual financial statements audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender prepared in accordance with GAAP and if required and Lender has so notified the Guarantor, including statements of income and expense and cash flow and a balance sheet for the Guarantor.

Section 5.4 Prohibited Transactions . Guarantor shall not, at any time while a default in the payment of the Guaranteed Obligations has occurred and is continuing, either (i) enter into or effectuate any transaction with any Affiliate that would reduce the Net Worth of Guarantor (including, without limitation, the payment of any dividend or distribution to a shareholder, partner or member as applicable, or the redemption, retirement, purchase or other acquisition for consideration of any stock or other ownership interest in Guarantor) or (ii) sell, pledge, mortgage or otherwise transfer to any Person any of Guarantor’s assets, or any interest therein in each case if the result is that the Guarantor would not satisfy the Net Worth Threshold.

Section 5.5 Additional Provisions .

(a) Guarantor shall not have any liability under this Guaranty for any acts or omissions which arise from and after the date Guarantor no longer Controls Borrower and no longer owns any legal or beneficial interest in Borrower as a result of the earlier to occur of the following: (A) Lender obtains title to all of the Property by foreclosure (or deed or other transfer in lieu of foreclosure) by Lender, (B) the Current Mezzanine Loan Lender obtains title to all of the equity collateral securing the Current Mezzanine Loan by foreclosure (or assignment or other transfer in lieu of foreclosure) or a third party obtains title to all of the equity collateral securing the Current Mezzanine Loan in connection with a foreclosure sale of the equity collateral or (C) the holder of any New Mezzanine Loan or its nominee or assignee obtains title to all of the equity collateral securing the New Mezzanine Loan by foreclosure (or assignment or other transfer in lieu of foreclosure) or a third party obtains title to all of the equity collateral securing any New Mezzanine Loan in connection with a foreclosure sale (or assignment or other transfer in lieu of foreclosure) of the equity collateral, provided that in the case of (A), (B) and (C), such acts were not committed by Guarantor or any Person that Controls, is Controlled by or is under common Control with Guarantor. For purposes of this Section 5.5(a) , New Mezzanine Loan shall mean a New Mezzanine Loan (as defined in the Loan Agreement) and/or a New Junior Mezzanine Loan (as defined in the Current Mezzanine Loan Agreement).

(b) In the event Guarantor no longer Controls Borrower and no longer owns any legal or beneficial interest in Borrower as a result of a Transfer and Assumption completed



	9	Guaranty of Recourse Obligations

in accordance with Section 7.1 of the Loan Agreement (including that one or more Approved Replacement Guarantor(s) shall have executed and delivered to Lender a guaranty of recourse obligations in the same form as this Guaranty (a “ Replacement Guaranty ”) pursuant to which the Approved Replacement Guarantor(s) agree(s) to be liable under each such Replacement Guaranty from and after the date of such Transfer and Assumption), Guarantor shall not have any liability under this Guaranty for any acts, events, and/or omissions which arise from and after the date of such Transfer and Assumption to the extent provided for in this sentence (provided, that Guarantor shall remain liable under this Guaranty for acts, events and/or omissions occurring prior to such Transfer and Assumption to the extent provided for in this sentence even if liability for such acts, events and/or circumstances are not discovered until after the date of such Transfer and Assumption).

(c) In the event Guarantor no longer Controls Borrower and no longer owns any legal or beneficial interest in Borrower as a result of a Permitted Transfer, Guarantor shall not have any liability under this Guaranty for any acts, events, and/or omissions which arise from and after the date of such Permitted Transfer (provided, that Guarantor shall remain liable under this Guaranty for any acts, events, and/or omissions occurring prior to such Permitted Transfer to the extent provided for herein even if liability for such acts, events, and/or omissions are not discovered until after the date of such Permitted Transfer) provided that one or more Approved Replacement Guarantor(s) shall have executed and delivered to Lender a Replacement Guaranty on or prior to the date of such Permitted Transfer, pursuant to which, the Approved Replacement Guarantor(s) agree(s) to be liable under each such Replacement Guaranty from and after the date of such Permitted Transfer.

ARTICLE 6
MISCELLANEOUS

Section 6.2 Notices . All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “ Notice ”) required, permitted or desired to be given hereunder shall be in writing and shall be sent by telefax (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, in each case addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 6.2 . Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by telefax if sent prior to 6:00 p.m. New York time on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day



	10	Guaranty of Recourse Obligations

(otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:


If to Lender:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: Robert W. Pettinato, Jr. Facsimile No. (212) 797-4489


and to:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: General Counsel Facsimile No. (646)736-5721


and to:	Barclays Bank PLC 745 Seventh Avenue New York, New York 10019 Attention: Michael Birajiclian


with a copy to:	Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Attention: Charles E. Schrank, Esq. Facsimile No. (312) 853-7036


with a copy to:	KeyCorp Real Estate Capital Markets, Inc.

Loan Servicing and Asset Management

11501 Outlook Street, Suite 300

Overland Park, KS 66211

Attention: Diane Haislip

Facsimile No. (216) 357-6543


If to Guarantor:	Brookfield DTLA Holdings LLC c/o Brookfield Office Properties 250 Vesey Street, 15 ^th Floor New York, New York 10281 Attention: General Counsel Facsimile No. (212) 417-7195


with a copy to:	Brookfield DTLA Holdings LLC c/o Brookfield Office Properties 250 Vesey Street, 15 ^th Floor New York, New York 10281 Attention: Jason Kirschner Facsimile No. (646) 430-8556



	11	Guaranty of Recourse Obligations


with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 Attention: David L. Nagler, Esq. Facsimile No. (917) 777-2369

Section 6.3 Governing Law; Jurisdiction; Service of Process .



	12	Guaranty of Recourse Obligations

THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR AGREES THAT SERVICE OF PROCESS UPON GUARANTOR AT THE ADDRESS FOR GUARANTOR SET FORTH HEREIN AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGE IN THE ADDRESS FOR GUARANTOR SET FORTH HEREIN, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS AND WHICH SUBSTITUTE AGENT SHALL BE THE SAME AGENT DESIGNATED BY BORROWER UNDER THE LOAN AGREEMENT), AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF GUARANTOR CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST GUARANTOR IN ANY OTHER JURISDICTION .

Section 6.5 Amendments . This Guaranty may be amended only by an instrument in writing executed by the party(ies) against whom such amendment is sought to be enforced.

Section 6.7 Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.



	13	Guaranty of Recourse Obligations



	14	Guaranty of Recourse Obligations

TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 6.13 Cooperation . Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note and the other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, the Note and the other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or one or more interests therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as “ Secondary Market Transaction ”). Subject to the terms, conditions and limitations set forth in the Loan Agreement, Guarantor shall reasonably cooperate with Lender at no material out of pocket expense in effecting any such Secondary Market Transaction and shall reasonably cooperate at no material out of pocket expense to implement all requirements imposed by any of the Rating Agencies involved in any Secondary Market Transaction. Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender, including any and all financial statements provided to Lender pursuant to Section 5.3 hereof, may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors and potential investors may also see some or all of the information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development.

Section 6.14 Reinstatement in Certain Circumstances . If at any time any payment of the principal of or interest under the Note or any other amount payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.



	15	Guaranty of Recourse Obligations

Section 6.16 Joint and Several . Except to the extent otherwise provided for herein, the obligations of each Guarantor hereunder are joint and several.

Section 6.17 Confidentiality . Lender acknowledges that Information (as defined below) furnished to it may include material, non-public information concerning the Guarantor and shall be kept confidential; provided, that nothing herein shall preclude Lender from disclosing any Information (A) to any of the Disclosure Parties (as defined below) in connection with any Secondary Market Transaction, and following any Secondary Market Transaction, to actual investors in the Loan (or any portion thereof or interest therein) and to the Rating Agencies, (B) to any of the Disclosure Parties other than as described in clause (A) above, provided that such parties are advised by Lender of the confidential nature of such Information, and provided further that each Rating Agency and underwriter to which such information is disclosed shall have executed its usual and customary confidentiality agreement, and each NRSRO (as defined below) desiring access to any secured website containing such information shall, as a condition to its access, have either furnished to the Securities and Exchange Commission the certification required under Rule 17g-5(e) of the Exchange Act or be required to agree to (or “click through”) such website’s confidentiality provisions, (C) as required by any applicable Legal Requirement, (D) which is already publicly available as a result of disclosure by any other party, (E) in response to any order of any court or other Governmental Authority, (F) in connection with the exercise and/or enforcement by Lender of any rights and remedies hereunder or under any other Loan Document or (G) if Lender is required to do so in connection with any litigation or similar proceeding (in which case, Lender shall exercise reasonable efforts to give prior written notice of such requirement to Guarantor in order to permit Guarantor to seek a protective order at Guarantor’s sole cost and expense). As used herein, (i) “ Information ” means all non-public information relating to Guarantor or its business delivered by Guarantor to Lender in connection with the origination of the Loan or required to be delivered or provided under this Guaranty; provided, that in the case of information received from Guarantor after the date hereof, such information is clearly identified at the time of delivery as confidential; (ii) “ Disclosure Parties ” shall mean any actual or prospective investor, any actual or prospective assignee, any actual or prospective participant in the Loan, any actual or prospective providers of financing directly or indirectly secured by, the Loan or any Securities or any direct or indirect class, component, portion or interest therein or thereof, any Rating Agency rating any participations in the Loan and/or Securities, any NRSRO, any underwriter, any organization maintaining databases on the underwriting and performance of commercial mortgage loans, auditors, regulatory authorities or any Persons that may be entitled by law to the Information, any Affiliate of a Lender involved from time to time in the transactions contemplated by this Guaranty, any other Loan Document and/or in any Securitization, any employees, directors, agents, attorneys, accountants, or other professional advisors of a Lender or its Affiliates, any servicers of the Loan, and/or any Governmental Authorities, in all cases, as Lender determines necessary or desires in its sole discretion; and (iii) “ NRSRO ” means any credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act, without regard to whether or not such credit rating agency has been engaged by Lender or its designees in connection with, or in anticipation of, a Securitization. In no event shall Lender (x) be responsible for monitoring or enforcing such use of the Information by any Disclosure Party or (y) be liable to Guarantor or any other Person for any acts or omissions by any Disclosure Party, including, without limitation, any failure of any such Disclosure Party to limit its use of the Information.



	16	Guaranty of Recourse Obligations



	17	Guaranty of Recourse Obligations

credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive any satisfaction and discharge of Borrower by virtue of any payment, court order or any applicable law, except payment in full of the Guaranteed Obligations. Without limiting the foregoing, Guarantor waives (i) all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive; (ii) any rights or defenses Guarantor may have with respect to its obligations as a guarantor by reason of any election of remedies by Lender; and (iii) all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property. This means, among other things, that Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower, and that if Lender forecloses on any real property collateral pledged by Borrower (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any rights Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt evidenced by the Note is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

Section 6.20 Termination . This Guaranty shall terminate at such time as the Debt has been indefeasibly paid in full, and there has expired the maximum possible period thereafter during which any payment made by Borrower or others to Lender with respect to the Loan could be deemed a preference under the United States Bankruptcy Code.

[Signature Page Immediately Follows]



	18	Guaranty of Recourse Obligations

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year first above written.

GUARANTOR :

BROOKFIELD DTLA HOLDINGS LLC ,
a Delaware limited liability company

By :/s/ EDWARD F. BEISNER
Name: Edward F. Beisner
Title: Senior Vice President



	Signature Page	Guaranty of Recourse Obligations

EXHIBIT 10.10

MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS

This MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (this “ Guaranty ”) is executed as of July 11, 2016 by BROOKFIELD DTLA HOLDINGS LLC , a Delaware limited liability company, as guarantor, having an address at 250 Vesey Street, 15th floor, New York, New York 10281-1023 (“ Guarantor ”), for the benefit of DEUTSCHE BANK AG, NEW YORK BRANCH , a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 60 Wall Street, 10 ^th Floor, New York, New York 10005 (“ DB ”), and of BARCLAYS BANK PLC , a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (“ Barclays ”, collectively with DB, together with their respective successors and/or assigns, “ Lender ”).

W I T N E S S E T H:

A. Pursuant to those certain mezzanine promissory notes executed by Maguire Properties–555 W. Fifth Mezz I, LLC, a Delaware limited liability company (“ Borrower ”), and payable to the order of Lender in the aggregate original principal amount of One Hundred Thirty-One Million and No/100 Dollars ($131,000,000.00) (collectively, with all renewals, modifications, increases and extensions thereof, the “ Note ”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “ Loan ”) which is made pursuant to that certain Mezzanine Loan Agreement, dated of even date herewith, between Borrower and Lender (as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time, the “ Loan Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

C. Guarantor is the owner of direct or indirect interests in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.

ARTICLE 1
NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation .



		Guaranty of Recourse Obligations (Mezzanine)

maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.



	2	Guaranty of Recourse Obligations (Mezzanine)

Section 1.6 Waivers . Guarantor agrees to the provisions of the Loan Documents and hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note, the Pledge Agreement, the Loan Agreement or any other Loan Document, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory note or other document arising under the Loan Documents or in connection with the Collateral, (v) the occurrence of (A) any breach by Borrower of any of the terms or conditions of the Loan Agreement or any of the other Loan Documents, or (B) an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) the sale or foreclosure (or the posting or advertising for the sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and/or the obligations hereby guaranteed, other than such notices to Guarantor (if any) as may be expressly required pursuant to the terms and provisions of the Loan Documents.



	3	Guaranty of Recourse Obligations (Mezzanine)

ARTICLE 2
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Section 2.2 Adjustment . Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or Guarantor.

Section 2.4 Invalidity of Guaranteed Obligations . The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (i) the Guaranteed Obligations or any part thereof exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower (unless



	4	Guaranty of Recourse Obligations (Mezzanine)

Guarantor has the same defenses, claims or offsets with respect to the Guaranteed Obligations), (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Note, the Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.6 Other Collateral . The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.9 Unenforceability . The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.



	5	Guaranty of Recourse Obligations (Mezzanine)

Section 2.11 Merger . The reorganization, merger or consolidation of Borrower or Guarantor into or with any other Person.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Documents and to extend credit to Borrower, Guarantor represents and warrants to Lender as follows:

Section 3.3 No Representation By Lender . Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

Section 3.4 Guarantor’s Financial Condition . As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor (a) is



	6	Guaranty of Recourse Obligations (Mezzanine)

Section 3.6 Survival . All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE 4
SUBORDINATION OF CERTAIN INDEBTEDNESS



	7	Guaranty of Recourse Obligations (Mezzanine)

Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

ARTICLE 5
COVENANTS

Section 5.1 Definitions . As used in this Article 5 , the following terms shall have the respective meanings set forth below:

(a) “ GAAP ” shall mean generally accepted accounting principles, consistently applied.



	8	Guaranty of Recourse Obligations (Mezzanine)

Section 5.5 Additional Provisions .

(a) Guarantor shall not have any liability under this Guaranty for any acts or omissions which arise from and after the date Guarantor no longer Controls Borrower and no longer owns any legal or beneficial interest in Borrower as a result of the earliest to occur of the following: (A) the date on which the entire Property shall have been conveyed to Senior Lender or Senior Lender’s designee or other third party purchaser pursuant to a foreclosure of the Mortgage, exercise of the power of sale under the Mortgage or deed in lieu thereof, (B) the date on which the Collateral shall have been conveyed to Lender or Lender’s designee or other third party purchaser pursuant to a foreclosure under the Pledge Agreement, exercise of the power of sale under the Pledge Agreement or assignment or other transfer in lieu thereof, and (C) the date on which the holder of any New Mezzanine Loan or its nominee or assignee obtains title to all of the equity collateral securing such New Mezzanine Loan by foreclosure (or assignment or other transfer in lieu of foreclosure) or a third party purchaser obtains title to all of the equity collateral securing such New Mezzanine Loan in connection with a foreclosure sale of the equity collateral (or assignment or other transfer in lieu of foreclosure), provided that in the case of (A), (B) and (C), such acts were not committed by Guarantor or any Person that Controls, is Controlled by or is under common Control with Guarantor. For purposes of this Section 5.5(a) , New Mezzanine Loan shall mean a New Mezzanine Loan (as defined in the Senior Loan Agreement) and/or a New Junior Mezzanine Loan (as defined in the Loan Agreement).



	9	Guaranty of Recourse Obligations (Mezzanine)

(b) In the event Guarantor no longer Controls Borrower and no longer owns any legal or beneficial interest in Borrower as a result of a Transfer and Assumption completed in accordance with Section 7.1 of the Loan Agreement (including that one or more Approved Replacement Guarantor(s) shall have executed and delivered to Lender a guaranty of recourse obligations in the same form as this Guaranty (a “ Replacement Guaranty ”) pursuant to which the Approved Replacement Guarantor(s) agree(s) to be liable under each such Replacement Guaranty from and after the date of such Transfer and Assumption), Guarantor shall not have any liability under this Guaranty for any acts, events, and/or omissions which arise from and after the date of such Transfer and Assumption to the extent provided for in this sentence (provided, that Guarantor shall remain liable under this Guaranty for acts, events and/or omissions occurring prior to such Transfer and Assumption to the extent provided for in this sentence even if liability for such acts, events and/or circumstances are not discovered until after the date of such Transfer and Assumption).

ARTICLE 6
MISCELLANEOUS



	10	Guaranty of Recourse Obligations (Mezzanine)

prior to 6:00 p.m. New York time on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:


If to Lender:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: Robert W. Pettinato, Jr. Facsimile No. (212) 797-4489


and to:	Deutsche Bank AG, New York Branch 60 Wall Street, 10th Floor New York, NY 10005 Attention: General Counsel Facsimile No. (646)736-5721


and to:	Barclays Bank PLC 745 Seventh Avenue New York, New York 10019 Attention: Michael Birajiclian


with a copy to:	Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Attention: Charles E. Schrank, Esq. Facsimile No. (312) 853-7036


with a copy to:	KeyCorp Real Estate Capital Markets, Inc.

Loan Servicing and Asset Management

11501 Outlook Street, Suite 300

Overland Park, KS 66211

Attention: Diane Haislip

Facsimile No. (216) 357-6543


If to Guarantor:	Brookfield DTLA Holdings LLC c/o Brookfield Office Properties 250 Vesey Street, 15 ^th Floor New York, New York 10281 Attention: General Counsel Facsimile No. (212) 417-7195



	11	Guaranty of Recourse Obligations (Mezzanine)


with a copy to:	Brookfield DTLA Holdings LLC c/o Brookfield Office Properties 250 Vesey Street, 15 ^th Floor New York, New York 10281 Attention: Jason Kirschner Facsimile No. (646) 430-8556


with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 Attention: David L. Nagler, Esq. Facsimile No. (917) 777-2369

Section 6.3 Governing Law; Jurisdiction; Service of Process .

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS



	12	Guaranty of Recourse Obligations (Mezzanine)

GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR (AND LENDER BY ACCEPTANCE OF THIS GUARANTY) HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR AGREES THAT SERVICE OF PROCESS UPON GUARANTOR AT THE ADDRESS FOR GUARANTOR SET FORTH HEREIN AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGE IN THE ADDRESS FOR GUARANTOR SET FORTH HEREIN, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS AND WHICH SUBSTITUTE AGENT SHALL BE THE SAME AGENT DESIGNATED BY BORROWER UNDER THE LOAN AGREEMENT), AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF GUARANTOR CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST GUARANTOR IN ANY OTHER JURISDICTION .

Section 6.5 Amendments . This Guaranty may be amended only by an instrument in writing executed by the party(ies) against whom such amendment is sought to be enforced.



	13	Guaranty of Recourse Obligations (Mezzanine)

Lender under this Guaranty. Guarantor shall not have the right to assign or transfer its rights or obligations under this Guaranty without the prior written consent of Lender, and any attempted assignment without such consent shall be null and void.

Section 6.7 Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.



	14	Guaranty of Recourse Obligations (Mezzanine)

HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE PLEDGE AGREEMENT, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 6.14 Reinstatement in Certain Circumstances . If at any time any payment of the principal of or interest under the Note or any other amount payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.



	15	Guaranty of Recourse Obligations (Mezzanine)

“ Note ” shall mean “the Note and any other evidence of indebtedness secured by the Loan Agreement”, (f) the word “ Collateral ” shall include any portion of the Collateral and any interest therein, and (g) the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all reasonable attorneys’, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels, incurred or paid by Lender in protecting its interest in the Collateral and/or in enforcing its rights hereunder.

Section 6.16 Joint and Several . Except to the extent otherwise provided for herein, the obligations of each Guarantor hereunder are joint and several.



	16	Guaranty of Recourse Obligations (Mezzanine)

has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act, without regard to whether or not such credit rating agency has been engaged by Lender or its designees in connection with, or in anticipation of, a Securitization. In no event shall Lender (x) be responsible for monitoring or enforcing such use of the Information by any Disclosure Party or (y) be liable to Guarantor or any other Person for any acts or omissions by any Disclosure Party, including, without limitation, any failure of any such Disclosure Party to limit its use of the Information.

Section 6.18 Environmental Provisions . To the extent California law applies, nothing herein shall be deemed to limit the right of Lender to recover in accordance with California Code of Civil Procedure Section 736 (as such Section may be amended from time to time), any costs, expenses, liabilities or damages, including reasonable attorneys’ fees and costs, incurred by Lender and arising from any covenant, obligation, liability, representation or warranty contained in any indemnity agreement given to Lender, or any order, consent decree or settlement relating to the cleanup of Hazardous Substances (as defined in the Environmental Indemnity) or any other “environmental provision” (as defined in such Section 736) relating to the Collateral or any portion thereof or the right of Lender to waive, in accordance with the California Code of Civil Procedure Section 726.5 (as such Section may be amended from time to time), the security of the Pledge Agreement as to any Collateral that is “environmentally impaired” or is an “affected parcel” (as such terms are defined in such Section 726.5), and as to any personal property attached to such parcel, and thereafter to exercise against Borrower, to the extent permitted by such Section 726.5, the rights and remedies of any unsecured creditor, including reduction of Lender’s claim against Borrower to judgment, and any other rights and remedies permitted by law.



	17	Guaranty of Recourse Obligations (Mezzanine)

claim against Borrower, Guarantor shall not demand or accept any payment of principal or interest from Borrower, claim any offset or other reduction of Guarantor’s obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the collateral for the Loan. Further, Guarantor shall not have any right of recourse against Lender by reason of any action Lender may take or omit to take under the provisions of this Guaranty or under the provisions of any of the Loan Documents. If any amount shall nevertheless be paid to Guarantor by Borrower or another guarantor prior to payment in full of the Guaranteed Obligations, such amount shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive any satisfaction and discharge of Borrower by virtue of any payment, court order or any applicable law, except payment in full of the Guaranteed Obligations. Without limiting the foregoing, Guarantor waives (i) all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive; (ii) any rights or defenses Guarantor may have with respect to its obligations as a guarantor by reason of any election of remedies by Lender; and (iii) all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property. This means, among other things, that Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower, and that if Lender forecloses on any real property collateral pledged by Borrower (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any rights Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt evidenced by the Note is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

[Signature Page Immediately Follows]



	18	Guaranty of Recourse Obligations (Mezzanine)

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year first above written.

GUARANTOR :

BROOKFIELD DTLA HOLDINGS LLC ,
a Delaware limited liability company

By: /s/ EDWARD F. BEISNER

Name: Edward F. Beisner
Title: Senior Vice President



	Signature Page	Guaranty of Recourse Obligations (Mezzanine)

EXHIBIT 10.13

AMENDED AND RESTATED PROMISSORY NOTE

DEFINED TERMS



Execution Date: September 1, 2016
Loan Amount: $220,000,000	Interest Rate: A rate per annum equal to the sum of 218 basis points and the LIBOR RATE (as defined in Section 1(b))
Borrower: MAGUIRE PROPERTIES – 777 TOWER, LLC, a Delaware limited liability company
Borrower’s Address: Maguire Properties – 777 Tower, LLC c/o Brookfield Office Properties 250 Vesey Street, 15th Floor New York, New York 10281 Attention: Jason Kirschner Facsimile: (646) 430-8556 with copies to: Maguire Properties – 777 Tower, LLC c/o Brookfield Office Properties 250 Vesey Street, 15th Floor New York, New York 10281 Attention: General Counsel Facsimile: (212) 417-7195 and: Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Attention: Sam Richardson, Esq. Telephone: (617) 570-1878 Facsimile: (617) 801-8789
Holder or Lender: METROPOLITAN LIFE INSURANCE COMPANY, a New York Corporation



Holder’s Address: Metropolitan Life Insurance Company One MetLife Way Whippany, NJ 07981-1449 Attention: Senior Vice President Real Estate Investments Re: 777 South Figueroa and: Metropolitan Life Insurance Company 333 South Hope Street, Suite 3650 Los Angeles, California 90071 Attention: Director/Officer in Charge Re: 777 South Figueroa and: Metropolitan Life Insurance Company 425 Market Street, Suite 1050 San Francisco, California 94105 Attn: Associate General Counsel Re: 777 South Figueroa
Maturity Date: November 1, 2018, as the same may be extended in accordance with Section 1(e) hereof.	Advance Date: The date the applicable funds are disbursed to Borrower; as to the Original Loan Funds, the Original Closing Date, and as to Additional Loan Funds, the Execution Date.
Original Closing Date : October 15, 2013.	Original Loan Funds : That portion of the Loan equal to $200,000,000 and advanced on the Original Closing Date.
Additional Loan Funds : That portion of the Loan equal to $20,000,000 and advanced on the Execution Date.	Interim Payment Date: The first day of the first calendar month after the Additional Loan Funds Advance Date occurs.
Interest Only Period: The period from the Advance Date and ending on the Maturity Date.
Monthly Installment: As provided in Section 1(c) hereof.	Prepayment Commencement Date: November 1, 2015 (the “Prepayment Commencement Date” ).
Liable Party: BROOKFIELD DTLA HOLDINGS LLC, a Delaware limited liability company



Address of Liable Party: Brookfield DTLA Holdings LLC c/o Brookfield Office Properties, Inc. 250 Vesey Street, 15th Floor New York, New York 10281 Attention: Jason Kirschner Facsimile: (646) 430-8556 with copies to: Brookfield DTLA Holdings LLC c/o Brookfield Office Properties, Inc. 250 Vesey Street, 15th Floor New York, New York 10281 Attention: General Counsel Facsimile: (212) 417-7195 and: Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Attention: Sam Richardson, Esq. Telephone: (617) 570-1878 Facsimile: (617) 801-8789
Late Charge: An amount equal to four cents ($.04) for each dollar that is not paid within seven (7) days after the same is due. Default Rate: An annual rate equal to the Interest Rate plus four percent (4%).
Closing Certificate and Post Closing Agreement : Closing Certificate and Post Closing Agreement executed by Borrower in favor of Lender and dated as of the Original Closing Date, as the same has been amended concurrently herewith and as the same may be further amended, consolidated, split, severed, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. Note: This Promissory Note, as the same may be amended, consolidated, split, severed, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. Deed of Trust: Deed of Trust, Security Agreement, and Fixture Filing dated as of the Original Closing Date granted by Borrower to the Trustee named in the Deed of Trust for the benefit of Holder, as the same has been amended concurrently herewith, and as the same may be further



amended, consolidated, split, severed, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. Loan Documents: This Note, the Deed of Trust and any other documents related to this Note and/or the Deed of Trust (including, without limitation, the Closing Certificate and Post Closing Agreement) as the same have been amended concurrently herewith, and as the same may be further amended, consolidated, split, severed, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. Guaranty: Guaranty dated as of the Original Closing Date and executed by Liable Party, as the same has been amended and/or reaffirmed concurrently herewith and as the same may be further amended, consolidated, split, severed, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. Indemnity Agreement or Unsecured Indemnity Agreement: Unsecured Indemnity Agreement dated as of the Original Closing Date and executed by Borrower in favor of Holder, as the same has been amended concurrently herewith, and as the same may be further amended, consolidated, split, severed, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time. The Indemnity Agreement and Guaranty are not Loan Documents and, in accordance with their terms, shall survive repayment of the Loan or other termination of the Loan Documents. Loan: The loan evidenced by this Note, including, without limitation, the Original Loan Funds and the Additional Loan Funds.

FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder, at Holder’s Address or such other place as Holder may from time to time designate, the Loan Amount with interest payable in the manner described below, in money of the United States of America that at the time of payment shall be legal tender for payment of all obligations. This Note amends, restates and supersedes that certain Promissory Note in the original principal amount of $200,000,000 executed by Borrower in favor of Holder and dated as of the Original Closing Date (the “ Original Note ”).

Capitalized terms which are not defined in this Note shall have the meanings set forth in the Deed of Trust.

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

(a) The Interest Rate is the rate set forth on the front page of this Note. The Interest Rate will be reset by Holder, effective as of the first day of the first month following the month during which the Additional Loan Funds Advance Date occurs and each successive

one month period thereafter during the term of the Loan (individually “ Rate Reset Date ” and collectively “ Rate Reset Dates ”). The Interest Rate will be reset as aforesaid to the annual rate equal to the sum of (i) 218 basis points (2.18%) plus (ii) the “LIBOR Rate ” as of the close of the second Business Day prior to each of the Rate Reset Dates. A “ Business Day ” shall mean a day that both (x) commercial banks in London are open for international business (including dealings in dollar deposits) and (y) Holder is open for business in New York City.

(b) The term “ LIBOR Rate ” as used herein shall mean the one month London interbank offered rate for deposits in U.S. dollars rounded upwards if necessary to the nearest one one-hundredth (1/100 ^th ) of one percent appearing on the display designated as Reuters Screen LIBOR01 Page, or such other page as may replace LIBOR01 on that service (or such other service as may be nominated as the information vendor by the British Bankers’ Association (“ BBA ”), or successor administrator to the BBA, for the purpose of displaying the BBA’s, or successor administrator’s, interest settlement rates for U.S. dollar deposits as the composite offered rate for London interbank deposits). If the aforementioned sources of the LIBOR Rate are no longer available, then the term “ LIBOR Rate ” shall mean the one month London interbank offered rate for deposits in U.S. dollars rounded upwards if necessary to the nearest one one-hundredth (1/100 ^th ) of one percent as shown on the appropriate Bloomberg Financial Markets Services Screen or any successor index on such service under the heading “USD”. In the event the LIBOR Rate is no longer available, it may be replaced by the nearest equivalent or replacement benchmark, as determined by Holder in its sole discretion.

(c) Borrower shall make interest only payments on the outstanding principal under the Loan as set forth in this Paragraph 1(c). Borrower shall make payments of interest only in arrears, at the Interest Rate specified in this Note on all outstanding principal under the Loan, on the first day of the first month following the Additional Loan Funds Advance Date and on the first day of each successive month through and including the month immediately preceding the Maturity Date (the payment made on the Interim Payment Date, and each successive monthly payment referenced in this Paragraph 1(c), a “ Monthly Installment ”). On each day when any payment of interest (or principal and interest) is due hereunder, Borrower shall pay to Holder all interest that is then accrued and outstanding. Interest shall be calculated on a daily basis of the actual number of days elapsed over a 360-day year.

(d) On the Maturity Date, a final payment in the aggregate amount of the unpaid Secured Indebtedness shall become immediately payable in full. The “ Secured Indebtedness ” means the aggregate amount of the principal sum evidenced by this Note, all accrued and unpaid interest, and all other sums evidenced by this Note or secured by the Deed of Trust and/or any other Loan Documents, including without limitation all future advances or fundings that may be or have been made to or on behalf of Borrower by Holder following the Original Closing Date.

Borrower acknowledges and agrees that the entire unpaid Loan Amount shall be outstanding and due on the Maturity Date.

(e) Borrower shall have two (2) options (the “ Extension Options ”) to

extend the Maturity Date of the Loan, each for a period of one year (in each case, the applicable “ Extension Period ”) provided that Borrower shall have provided Holder with written notice of its intent to exercise such Extension Option at least 30 days but not more than 90 days prior to the then-applicable Maturity Date (the “ Option Exercise Notice ”), and provided further that except as otherwise expressly provided below, the following conditions shall be satisfied:

(i) As of the date of the Option Exercise Notice, Borrower’s debt yield ratio shall be no less than 12% on a forward-looking basis (as determined by Holder in its reasonable discretion). After receipt of an Option Exercise Notice, and to the extent Holder determines that Borrower is not entitled to exercise the applicable Extension Option as the result of Borrower’s failure to achieve the requisite debt yield ratio, Holder will provide Borrower with its calculation of the debt yield ratio within ten Business Days after the same is requested in writing by Borrower (which request is made following receipt of Lender’s determination). To the extent that Borrower does not otherwise satisfy the specified debt yield ratio, Borrower may elect to satisfy the same by making a partial prepayment of the Loan prior to the commencement of the applicable Extension Period, which prepayment shall be made in accordance with the terms of this Note (but without requiring payment of the entire Accelerated Loan Amount), and in the amount which would cause Borrower to satisfy the specified debt yield ratio, as reasonably determined by Lender. In such event the debt yield ratio shall be calculated as of the date of the Option Exercise Notice but shall be calculated as if such prepayment has been made.

(ii) As of the date of the Option Exercise Notice, the ratio of the outstanding balance of the Loan to the value of the Property (as reasonably determined by Holder based on an appraisal of the Property prepared by a qualified appraiser selected by Holder and compensated by Borrower) shall be not greater than 55%. After receipt of an Option Exercise Notice, and to the extent Holder determines that Borrower is not entitled to exercise the applicable Extension Option as the result of Borrower’s failure to meet the requisite loan to value ratio, Holder will provide Borrower with its calculation of the loan to value ratio within ten Business Days after the same is requested in writing by Borrower (which request is made following receipt of Lender’s determination). To the extent that Borrower does not otherwise satisfy the specified loan to value ratio, Borrower may elect to satisfy the same by making a partial prepayment of the Loan prior to the commencement of the applicable Extension Period, which prepayment shall be made in accordance with the terms of this Note (but without requiring payment of the entire Accelerated Loan Amount), and in the amount which Lender reasonably determines would cause Borrower to satisfy the specified loan to value ratio. In such event the loan to value ratio shall be calculated as of the date of the Option Exercise Notice but shall be calculated as if such prepayment has been made.

(iii) Prior to the commencement of the applicable Extension Period, Borrower shall pay an extension fee equal to $500,000.

(iv) Prior to the commencement of the applicable Extension Period, Borrower shall have satisfied all requirements hereof with respect to an Interest Rate Cap Agreement for the applicable Extension Period.

(v) As of the date of the Option Exercise Notice, no Event of Default shall exist.

(vi) Prior to the commencement of the applicable Extension Period, if reasonably requested by Holder, Borrower and Liable Party shall have executed documents evidencing such extension in form and substance satisfactory to Holder in its reasonable discretion; provided, that such documents shall not increase the Borrower’s or the Liable Party’s obligations under the Loan Documents, the Indemnity Agreement or the Guaranty (except to the extent of any extension thereof corresponding to the applicable Extension Period) or decrease their rights thereunder.

(vii) Borrower shall have paid all out of pocket costs and expenses incurred by Holder in connection with Borrower’s exercise of such Extension Option, including title insurance premiums (not to exceed $2,500), documentation costs and reasonable attorneys’ fees. Such costs and expenses shall be payable by Borrower whether or not the applicable extension occurs; provided that such extension shall not occur unless the costs and expenses referred to in this clause (vii) have been paid prior to the commencement of the applicable Extension Period.

In connection with the exercise of any Extension Option Borrower shall provide such evidence of satisfaction of the foregoing as Holder may reasonably request. The terms and conditions of the Loan Documents, the Indemnity Agreement and the Guaranty shall remain unchanged during the Extension Period, except to the extent of any extension thereof corresponding to the applicable Extension Period.

2. Application of Payments . At the election of Holder, and to the extent permitted by law, all payments shall be applied in the order selected by Holder 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.

3. Security . The covenants of the Deed of Trust are incorporated by reference into this Note. This Note shall evidence, and the Deed of Trust shall secure, the Secured Indebtedness.

4. Late Charge . If any scheduled payment of interest is not paid within 7 days after the due date, Holder 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 Holder may have. For the avoidance of doubt, the Late Charge shall not apply to the outstanding principal balance of the Loan due on the Maturity Date or upon any earlier acceleration of the Loan. Unpaid Late Charges shall become part of the Secured Indebtedness and shall be added to any subsequent payments due under the Loan Documents.

5. Acceleration Upon Default . At the option of Holder, at any time during

which an Event of Default exists, the Secured Indebtedness, and all other sums evidenced and/or secured by the Loan Documents, including without limitation any applicable prepayment fees (collectively, the “ Accelerated Loan Amount ”) shall become immediately due and payable.

6. Interest Upon 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 of California (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.

7. Limitation on Interest . The agreements made by Borrower with respect to this 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 Holder 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 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 Holder 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 Holder shall ever receive, charge or contract for, as interest, an amount which is unlawful, at Holder’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 this Note.

8. 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 Note except as expressly set forth in Section 9 below. Except to the extent otherwise expressly permitted under the Loan Documents, if Borrower provides notice of its intention to prepay, the Accelerated Loan Amount shall become due and payable on the date specified in the prepayment notice.

9. Prepayment Fee .

(a) The Loan may not be prepaid in whole or in part at any time prior to the Maturity Date except as follows: (x) commencing on the Prepayment Commencement Date, Borrower may prepay the Secured Indebtedness in its entirety subject to the Prepayment Fee (as defined below) on no less than 10 days prior written notice to Holder, (y) Borrower may make partial prepayments to the extent expressly so permitted in Section 1(e) hereof, and (z) Borrower may make payments of Insurance Proceeds or Condemnation Proceeds in the event of a casualty or condemnation, as expressly required in accordance with the Deed of Trust. Any tender of payment by Borrower or any other person or entity of the Secured Indebtedness, other than as expressly provided in the preceding sentence, 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, then to compensate Holder for the loss of the investment, if such event occurs prior to the Prepayment Commencement Date, Borrower shall pay an amount equal to the Default Prepayment Fee (as hereinafter defined). Notwithstanding the foregoing, 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 Holder 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 out-of-pocket costs and expenses incurred as a result of such rescission; thereafter in such calendar year, any prepayment notice given by Borrower is irrevocable and may not be withdrawn.

(b) The “ Default Prepayment Fee ” shall be equal to (i) the greater of (a) the present value of all remaining Partial Monthly Payments of Interest (as defined below), discounted at the rate which, when compounded monthly, is equivalent to the Treasury Rate, compounded semi-annually, or (b) one percent (1%) of the amount of the principal being prepaid. A “ Partial Monthly Payment of Interest ” shall be defined as the outstanding principal balance of the Loan multiplied by 1.70%, divided by 360, multiplied by 365 and divided by 12. The number of “remaining” Partial Monthly Payments of Interest to be used in the calculation of the Default Prepayment Fee shall be equal to the number of remaining monthly installments of principal and interest due on the Loan to and including the last day of the 48 ^th month after the month in which the Original Closing Date occurred.

(c) The “ Prepayment Fee ” shall be as follows: (a) for the 25 ^th through the 36 ^th month after the month in which the Original Closing Date occurred, .50% of the amount of principal being prepaid, (b) for the 37 ^th through the 48 ^th month after the month in which the Original Closing Date occurred, .25% of the amount of principal being prepaid, and (c) commencing on the first day of the 49 ^th month after the month in which the Original Closing Date occurred and thereafter, no Prepayment Fee shall be payable.

(d) The “ Treasury Rate ” shall be the annualized yield on securities issued by the United States Treasury having a maturity equal to the remaining stated term of this Note, 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, Holder shall select a comparable rate. Holder will, upon request, provide an estimate of the amount of the Prepayment Fee two weeks before the date of the scheduled prepayment.

10. Waiver of Right to Prepay Note Without Prepayment Fee or Default Prepayment Fee. Borrower acknowledges that Holder has relied upon the anticipated investment return under this Note 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 this Note requires a Prepayment Fee or Default Prepayment Fee shall include the Prepayment Fee or Default 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 Holder that the amounts advanced under this Note would not be prepaid during the term of this Note, or if any such prepayment would occur, the Prepayment Fee or Default Prepayment Fee would apply (except as expressly permitted by the terms of this Note). Borrower also agrees that the Prepayment Fee or Default Prepayment Fee represents the reasonable estimate of Holder and Borrower of a fair average compensation for the loss that may be sustained by Holder as a result of a prepayment of this Note and it shall be paid without prejudice to the right of Holder to collect any other amounts provided to be paid under the Loan Documents.

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BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER 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 THE DEED OF TRUST, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENT FEE SPECIFIED IN SECTION 9. BY INITIALING THIS PROVISION IN THE SPACE PROVIDED BELOW, BORROWER AGREES THAT HOLDER’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.

BORROWER’S INITIALS: /s/ JK

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11. Liability of Borrower .

(a) Upon the occurrence of an Event of Default, except as provided in this Section 11, Holder will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained in this section shall limit the rights of Holder to proceed against Liable Party under the Guaranty or against Borrower, (i) to enforce any Leases entered into by Borrower or its affiliates as tenant; (ii) to recover actual damages for fraud, intentional material misrepresentation, or intentional physical waste; (iii) to recover any Condemnation Proceeds or Insurance Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Holder; (iv) to recover any tenant security deposits, tenant letters of credit or other deposits paid to Borrower or prepaid rents for a period of more than 30 days in advance of their respective due dates which have not been delivered to Holder; (v) to recover Rents and Profits received by Borrower after the first day of the month in which an Event of Default occurs and prior to the date Holder acquires title to the Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover actual damages, costs and expenses arising from, or in connection with, the Unsecured Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to Sections 11.06 and 11.07 of the Deed of Trust and any amount expended by Holder in connection with the foreclosure of the Deed of Trust (provided that if the foreclosure of the Deed of Trust is uncontested then Borrower’s liability hereunder for the costs thereof shall be limited to any such costs in excess of $25,000); (viii) to recover costs and actual damages arising from Borrower’s failure to pay any insurance premiums or Impositions in the event Borrower is not required to deposit such amounts with Holder pursuant to Section 2.05 of the Deed of Trust, except where such failure to pay is due to insufficiency of available Borrower funds (and provided that during the six-month period prior to such failure to pay and at all times thereafter all Borrower’s funds were used for Property expenses (other than costs of disputes with Holder), and none of Borrower’s funds were distributed to any owner of Borrower, and, in the case of failure to pay insurance premiums Borrower provided prior written notice to Holder stating expressly that it would not be able to fund such payment of premiums), (ix) to recover costs and actual damages arising from Borrower’s failure to comply with the provisions of the Deed of Trust pertaining to ERISA; (x) to recover any actual damages, costs, expenses or liabilities, including attorneys' fees, incurred by Holder and arising from any breach or enforcement of any "environmental provision" (as defined in California Code of Civil Procedure Section 736, as such Section may be amended from time to time) relating to the Property or any portion thereof; (xi) to recover costs and actual damages arising from any unpermitted Transfer or Secondary Financing which occurs and consists of leases of office space in the Property in violation of the Loan Documents; (xii) to recover any loss (including diminution in value), liabilities, damages, costs, expenses (including reasonable attorneys’ fees), incurred by Holder and arising from Borrower’s voting under the REA (as defined in the Deed of Trust) on a matter requiring the unanimous consent of the parties thereunder, without Holder’s prior written consent as to such vote; and/or (xiii) to recover any loss (including diminution in value), liabilities, damages, costs, expenses (including reasonable attorneys’ fees), arising from the existence of or enforcement of the terms set forth in that certain Co-Ownership Agreement (or the memorandum thereof described herein) memorialized by that

certain Memorandum of Lot 4 Co-Ownership Agreement dated July 29, 1985 executed by Oxford Purdential Joint Venture, a California general partnership, and PPLA Plaza Limited Partnership, a California limited partnership, and recorded as Instrument No. 85-1347993 of the official records of Los Angeles County, California; provided that neither Borrower nor Liable Party shall be liable under this clause (xii) for any costs or expenses incurred under such Co-Ownership Agreement following a foreclosure of the Deed of Trust or deed in lieu thereof, which costs and expenses are in excess of the costs and expenses allocated to the owner of the Property under the REA (as defined in the Deed of Trust). As used herein, “ Lot 4 ” means Lot 4 of Tract Map 32622 recorded in the Official Records in Book 1098 pages 83 through 86 of maps.

The limitation of liability set forth in this Section 11 shall not apply, and the Loan shall be fully recourse to Borrower in the event that prior to the full, final and indefeasible repayment of the Secured Indebtedness, Borrower commences a voluntary bankruptcy or insolvency proceeding or an involuntary bankruptcy or insolvency proceeding is commenced against Borrower and is not dismissed within 90 days of filing. Notwithstanding the previous sentence, Borrower shall not be personally liable for payment of the Secured Indebtedness merely by reason of an involuntary bankruptcy (irrespective of its duration) as to which the following conditions are satisfied (1) such involuntary bankruptcy is not solicited, procured or supported by Borrower or any Borrower Party; and (2) none of the Borrower nor any Borrower Party shall propose or support any plan of reorganization which in any way modifies or seeks to modify any provisions of the Loan Documents or any of Holder’s rights under the Loan Documents or the Unsecured Indemnity. In addition, this agreement shall not waive any rights which Holder would have under any provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.

Notwithstanding the foregoing, the limitation of liability set forth in this Section 11 shall not apply, and the Loan shall be fully recourse to Borrower in the event that there is a Transfer or Secondary Financing (except any Transfer or Secondary Financing that (a) is permitted by the Loan Documents, (b) is otherwise approved by Holder in writing, (c) consists of mechanics liens which have not been foreclosed, or other involuntary liens which have not been foreclosed, (d) consists of leases of office space in the Property in violation of the Loan Documents, or (e) consists of the granting of easements that do not unreasonably interfere with the use or value of the Property).

“ Borrower Party ” means Borrower, Liable Party, and any other entity controlling, controlled by or under common control with either of them, and “ Borrower Parties ” means any two or more of them.

(b) Notwithstanding any provision to the contrary contained herein or any other Loan Documents or the Unsecured Indemnity Agreement (and this provision shall in all cases supersede all contradictory provisions and agreements contained herein or in the Loan Documents and/or the Unsecured Indemnity Agreement), none of Trustor’s Constituents (other than Borrower and Liable Party) nor any of the officers, directors or employees of Borrower or of any of Trustor’s Constituents (collectively the “ Up-Tier Borrower Parties ”) shall be personally

liable for, and Holder shall not seek damages, money judgments, deficiency judgment or personal judgment against any of the Up-Tier Borrower Parties for, the enforcement of any of the obligations of Borrower or any other party hereunder or under any of the other Loan Documents or the Unsecured Indemnity Agreement. As used in this Section 11 the term “Trustor’s Constituents” shall have the meaning set forth in the Deed of Trust.

12. Waiver by Borrower . Borrower and others who may become liable for the payment of all or any part of this Note, and each of them, waive diligence, demand, presentment for payment, notice of nonpayment, protest, notice of dishonor and notice of protest, notice of intent to accelerate and notice of acceleration and specifically consent to and waive notice of any amendments, modifications, renewals or extensions of this Note, including the granting of extension of time for payment, whether made to or in favor of Borrower or any other person or persons.

13. Exercise of Rights . No single or partial exercise by Holder, or delay or omission in the exercise by Holder, of any right or remedy under the Loan Documents shall waive or limit the exercise of any such right or remedy. Holder shall at all times during the continuance of an Event of Default have the right to proceed against any portion of or interest in the Property in the manner that Holder may deem appropriate, without waiving any other rights or remedies. The release of any party under this Note shall not operate to release any other party which is liable under this Note and/or under the other Loan Documents or under the Indemnity Agreement or the Guaranty.

14. Fees and Expenses . If Borrower defaults under this Note, Borrower shall be personally liable for and shall pay to Holder, in addition to the sums stated above, the costs and expenses of enforcement and collection, including a reasonable sum as an attorney’s fee. This obligation is not limited by Section 11.

15. No Amendments . This Note may not be modified or amended except in a writing executed by Borrower and Holder. No waivers shall be effective unless they are set forth in a writing signed by the party which is waiving a right. This Note and the other Loan Documents constitute the complete and final expression of the lending relationship between Borrower and Holder. All prior agreements are of no further force or effect. Borrower acknowledges that there is no unwritten agreement binding on Holder with respect to the Loan or the Property.

16. Governing Law . This Note is to be construed and enforced in accordance with the laws of the State.

17. Construction . The words “Borrower” and “Holder” shall be deemed to include their respective heirs, representatives, successors and assigns, and shall denote the singular and/or plural, and the masculine and/or feminine, and natural and/or artificial persons, as appropriate. The provisions of this Note shall remain in full force and effect notwithstanding any changes in the shareholders, partners or members of Borrower. If more than one party is Borrower, the obligations of each party shall be joint and several. The captions in this Note are

inserted only for convenience of reference and do not expand, limit or define the scope or intent of any section of this Note.

18. Notices . All notices, demands, requests and consents permitted or required under this Note shall be given in the manner prescribed in the Deed of Trust.

19. Time of the Essence . Time shall be of the essence with respect to all of Borrower’s obligations under this Note.

20. Severability . If any provision of this Note should be held unenforceable or void, then that provision shall be deemed separable from the remaining provisions and shall not affect the validity of this Note, except that if that provision relates to the payment of any monetary sum, then Holder may, at its option, declare the Secured Indebtedness (together with the Prepayment Fee) immediately due and payable.

21. Interest Rate Cap Agreement .

(a) At all times until the Secured Indebtedness is repaid in full (including during any Extension Period), Borrower shall maintain in the possession of Lender, in full force and effect, one or more interest rate cap agreements providing for protection against increases in the LIBOR Rate and satisfying the requirements of this Section 21 (such agreement or agreements which collectively have a notional amount not less than the amount of principal outstanding under the Loan from time to time, individually and collectively, as applicable, an “ Interest Rate Cap Agreement ”). The notional amount(s) of such Interest Rate Cap Agreements in effect from time to time shall collectively equal the amount of principal outstanding under the Loan on the date such Interest Rate Cap Agreements are issued. The strike interest rate designated in each Interest Rate Cap Agreement (the “ Strike Rate ”) during the original Loan term shall be 5.75%, and the requisite Strike Rate for any Extension Period shall be determined by Holder in its reasonable discretion, taking into consideration the forward LIBOR curve, the debt service coverage ratio, the requirements of similar lenders with similar borrowers for similar loans (but not implying an obligation to conform thereto) and such other factors as Holder may reasonably deem relevant.

(b) The term of any Interest Rate Cap Agreement delivered (or held by Holder in connection with the Loan) pursuant to this Section 21 at the Addition Loan Funds Advance Date shall expire no earlier than the then current Maturity Date. If an Extension Option shall have been properly exercised, then not less than 30 days prior to the commencement of the applicable Extension Period, Borrower shall enter into an Interest Rate Cap Agreement expiring not earlier than the last day of the applicable Extension Period, and otherwise satisfying the requirements of this Section 21.

(c) Any Interest Rate Cap Agreement (i) shall be in form reasonably acceptable to Lender, (ii) shall be with a counterparty that has and maintains a long-term unsecured debt rating or counterparty rating of A or higher from S&P and a long-term unsecured debt rating of A2 or higher from Moody’s, and is otherwise satisfactory to Holder in its reasonable discretion (a counterparty meeting both such criteria may be referred to as an

“ Acceptable Counterparty ”), and (iii) shall direct such acceptable counterparty to deposit any and all payments due under the Interest Rate Cap Agreement directly into an account designated by Lender so long as any portion of the Loan remains outstanding, provided however, for purposes of this requirement, the Loan shall be deemed to be remaining outstanding if the Property is transferred to Lender (or its nominee or designee) by judicial foreclosure or non-judicial foreclosure or by deed-in-lieu thereof. Borrower shall collaterally assign to Lender all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement which shall by its terms authorize the assignment to Lender and require that payments be deposited directly into the account as shall be designated by Lender. In furtherance of the foregoing, together with the delivery of any Interest Rate Cap Agreement required hereunder, as well as any replacement Interest Rate Cap Agreement required hereunder, Borrower shall execute and deliver a Collateral Assignment of Interest Rate Cap Agreement in the form of the Collateral Assignment of Interest Rate Cap Agreement delivered in connection with the Loan on or about the Original Closing Date.

(d) Borrower shall comply with all of its obligations under the Interest Rate Cap Agreement. All amounts paid by the counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into such account as shall be designated by Lender. The Interest Rate Cap Agreement, the Cap Proceeds (as hereinafter defined), and the aforesaid account designated by Lender shall be deemed to be part of the “Property” for purposes of Section 11 hereof. Borrower shall take all actions reasonably required by Lender to enforce Lender's rights under the Interest Rate Cap Agreement in the event of a default by the counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.

(e) In the event of a withdrawal, qualification or downgrade of the rating of the counterparty to any Interest Rate Cap Agreement (whether procured with respect to the initial Loan term or any Extension Period) below a rating of BBB+ from S&P or Baa1 from Moody’s, then within 10 Business Days after written notice from Holder, Borrower shall deliver to Holder a replacement Interest Rate Cap Agreement satisfying the requirements set forth herein and issued by an Acceptable Counterparty; provided, however, that Borrower shall not be required to obtain such replacement Interest Rate Cap Agreement if, within said period of 10 Business Days (i) the rating of such counterparty after such downgrade is at least BBB from S&P and Baa2 from Moody’s, and such counterparty or an affiliate thereof posts cash collateral in an amount and manner reasonably acceptable to Holder securing the counterparty’s obligations under the Interest Rate Cap Agreement (provided however that if such ratings of such counterparty subsequently fall below BBB from S&P or Baa2 from Moody’s, Holder again may require a replacement Interest Rate Cap Agreement), or (ii) an affiliate of such counterparty, which affiliate has a long-term unsecured debt rating or counterparty rating of A or higher from S&P and a long-term unsecured debt rating of A2 or higher from Moody’s, delivers a guaranty reasonably acceptable to Holder guaranteeing the counterparty’s obligations under the Interest Rate Cap Agreement (provided however that if such ratings of such guarantor subsequently fall below BBB from S&P or Baa2 from Moody’s, Holder again may require a replacement Interest Rate Cap Agreement).

(f) In the event that Borrower fails to purchase, deliver and/or maintain the Interest Rate Cap Agreement or any replacement thereof as required hereby, Lender may, after ten (10) Business Days’ written notice to Borrower (in addition to exercising any of its other rights and remedies), purchase such Interest Rate Cap Agreement or any replacement thereof and the actual out-of-pocket costs incurred by Lender in purchasing and maintaining the same shall be paid by Borrower with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is paid by Borrower to Lender.

(g) In connection with each Interest Rate Cap Agreement provided hereunder, Borrower shall obtain and deliver to Lender an opinion of counterparty’s counsel (upon which Lender and its successors and assigns may rely) in form, scope and substance reasonably acceptable to Lender, regarding the authorization of the counterparty to enter into such Interest Rate Cap Agreement and any collateral assignment thereof, the legality, validity, and binding effect of such Interest Rate Cap Agreement and the collateral assignment thereof as to such counterparty, and such other matters as Lender may reasonably require.

(h) Proceeds of any and all rights that Borrower may now or hereafter have to any and all payments, disbursements, distributions or proceeds under any Interest Rate Cap Agreement (“ Cap Proceeds ”) may be held by Lender as cash collateral for Borrower’s obligations under the Loan Documents and shall be applied as provided below. If an Event of Default exists, any such Cap Proceeds may be applied by Lender to the payment of accrued interest, late charges, principal (including the Prepayment Fee, if any, occasioned by a principal payment), or any other obligation arising out of the obligations of Borrower to Lender under the Loan Documents in such manner as Lender in its sole discretion deems appropriate. If no Event of Default exists, proceeds of any such Cap Proceeds received by Lender shall upon receipt be applied by Lender to interest under the Note, then to any other amounts due and owing under the Loan Documents and any such Cap Proceeds which remain unapplied thereafter shall be returned to Borrower. If held as cash collateral following an Event of Default and not otherwise applied to Borrower’s obligations outstanding under the Loan Documents, such cash collateral (or what remains thereof) shall be returned to Borrower upon the indefeasible payment in full of all amounts owing under the Note, and the other Loan Documents.

IN WITNESS WHEREOF, Borrower has executed this Note as of the Execution Date.

Borrower:

MAGUIRE PROPERTIES – 777 TOWER, LLC ,

a Delaware limited liability company

By: /s/ JASON KIRSCHNER

Name: Jason Kirschner

Title: Senior Vice President, Finance

SIGNATURE PAGE

Exhibit 21.1

(Page 1 of 2)

SUBSIDIARIES OF BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.



Subsidiaries	Jurisdiction In Which Organized	Percentage of Voting Securities Owned Directly or Indirectly by Brookfield DTLA Fund Office Trust Investor Inc.

Brookfield DTLA Fund Office Trust Inc.	Maryland	100	%
MPG Office LLC	Maryland	100	%
Brookfield DTLA Fund Properties II LLC	Delaware	100	%
Brookfield DTLA 333 South Grand REIT LLC	Delaware	100	%
North Tower Mezzanine, LLC	Delaware	100	%
North Tower, LLC	Delaware	100	%
Brookfield DTLA 555 West 5th REIT LLC	Delaware	100	%
Maguire Properties – 350 S. Figueroa Mezzanine, LLC	Delaware	100	%
Maguire Properties – 350 S. Figueroa, LLC	Delaware	100	%
Maguire Properties – 555 W. Fifth Mezzanine, LLC	Delaware	100	%
Maguire Properties – 555 W. Fifth Mezz I, LLC	Delaware	100	%
Maguire Properties – 555 W. Fifth Mezz II, LLC	Delaware	100	%
Maguire Properties – 555 W. Fifth Mezz III, LLC	Delaware	100	%
Maguire Properties – 555 W. Fifth, LLC	Delaware	100	%
Brookfield DTLA 355 South Grand REIT LLC	Delaware	100	%
Maguire Properties – 355 S. Grand, LLC	Delaware	100	%
Brookfield DTLA 777 South Figueroa REIT LLC	Delaware	100	%
Maguire Properties – 777 Tower, LLC	Delaware	100	%
Brookfield DTLA 4050/755 Inc.	Delaware	100	%
Maguire Properties Holdings I, LLC	Delaware	100	%
Maguire Properties – 755 S. Figueroa, LLC	Delaware	100	%
Maguire Properties Holdings III, LLC	Delaware	100	%
Maguire Properties – 4050 W. Metropolitan LLC	Delaware	100	%
Brookfield DTLA Fund Properties III LLC	Delaware	100	%
Brookfield DTLA 725 South Figueroa REIT LLC	Delaware	100	%
EYP Realty Holdings, LLC	Delaware	100	%
EYP Realty, LLC	Delaware	100	%

Exhibit 21.1

(Page 2 of 2)

SUBSIDIARIES OF BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.



Subsidiaries	Jurisdiction In Which Organized	Percentage of Voting Securities Owned Directly or Indirectly by Brookfield DTLA Fund Office Trust Investor Inc.

Brookfield DTLA Figat7th REIT LLC	Delaware	100	%
BOP Figat7th LLC	Delaware	100	%
BOP Figat7th Parking LLC	Delaware	100	%
Brookfield DTLA 333 South Hope REIT LLC	Delaware	100	%
333 South Hope Mezz LLC	Delaware	100	%
333 South Hope Co. LLC	Delaware	100	%
333 South Hope Plant LLC	Delaware	100	%
Brookfield DTLA TRS Inc.	Delaware	100	%



__________
Note:	All of the subsidiaries listed above are included in the Company’s consolidated financial statements. Inactive subsidiaries have not been included in the above list.

Exhibit 31.1

CERTIFICATION

I, Paul L. Schulman, certify that:

1. I have reviewed this Annual Report on Form 10-K of Brookfield DTLA Fund Office Trust Investor Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: March 20, 2017	By:	/s/ PAUL L. SCHULMAN
		Paul L. Schulman
		President and Chief Operating Officer,
		U.S. Commercial Operations
		(Principal executive officer)

Exhibit 31.2

CERTIFICATION

I, Edward F. Beisner, certify that:

1. I have reviewed this Annual Report on Form 10-K of Brookfield DTLA Fund Office Trust Investor Inc.;


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: March 20, 2017	By:	/s/ EDWARD F. BEISNER
		Edward F. Beisner
		Chief Financial Officer
		(Principal financial officer)

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Brookfield DTLA Fund Office Trust Investor Inc., a Maryland corporation (the “Company”), does hereby certify, to such officers’ knowledge, that:


(i)	The Company’s Annual Report on Form 10-K for the period ended December 31, 2016 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and


(ii)	Information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: March 20, 2017	By:	/s/ PAUL L. SCHULMAN
		Paul L. Schulman
		President and Chief Operating Officer,
		U.S. Commercial Operations
		(Principal executive officer)



	By:	/s/ EDWARD F. BEISNER
		Edward F. Beisner
		Chief Financial Officer
		(Principal financial officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.