LOAN AGREEMENT

Loan Agreement

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MAGUIRE PROPERTIES INC | GREENWICH CAPITAL FINANCIAL PRODUCTS, INC

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Title: LOAN AGREEMENT
Governing Law: New York Date: 9/28/2007
Industry: Real Estate Operations Law Firm: Latham Watkins;Kaye Scholer Sector: Services

Exhibit 99.6

LOAN AGREEMENT

Dated as of April 24, 2007

Between

MAGUIRE PROPERTIES-TWO CAL PLAZA, LLC

as Borrower

And

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,

as Lender

TABLE OF CONTENTS

		Page

ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION		1
Section 1.1	Specific Definitions	1
Section 1.2	Index of Other Definitions	16
Section 1.3	Principles of Construction	18
ARTICLE 2 GENERAL LOAN TERMS		19
Section 2.1	The Loan	19
Section 2.2	Interest; Monthly Payments	19
Section 2.3	Loan Repayment	20
Section 2.4	Release of Property	24
Section 2.5	Payments and Computations	24
ARTICLE 3 CASH MANAGEMENT AND RESERVES		25
Section 3.1	Cash Management Arrangements	25
Section 3.2	Required Repairs	25
Section 3.3	Taxes and Insurance	26
Section 3.4	Capital Expense Reserves	27
Section 3.5	Rollover Reserve	27
Section 3.6	Casualty/Condemnation Subaccount	28
Section 3.7	Security Deposits	28
Section 3.8	Cash Collateral/DSCR Cash Management Letter of Credit Collateral	29
Section 3.9	Ground Rent Reserve	30
Section 3.10	Grant of Security Interest; Application of Funds	31
Section 3.11	Property Cash Flow Allocation	31
Section 3.12	Debt Service Reserve	32
ARTICLE 4 REPRESENTATIONS AND WARRANTIES		33
Section 4.1	Organization; Special Purpose	33
Section 4.2	Authorization; Valid Execution and Delivery; Enforceability	33
Section 4.3	No Conflict/Violation of Law	33
Section 4.4	No Litigation	34
Section 4.5	No Defenses	34
Section 4.6	Title	34
Section 4.7	No Insolvency or Judgment; No Bankruptcy Filing	34
Section 4.8	Misstatements of Fact	35
Section 4.9	Tax Filings	35
Section 4.10	ERISA	35
Section 4.11	Compliance with Applicable Laws and Regulations	35
Section 4.12	Contracts	36

Section 4.13	Federal Reserve Regulations; Investment Company Act	36
Section 4.14	Access/Utilities	37
Section 4.15	Condition of Improvements	37
Section 4.16	Leases	37
Section 4.17	Fraudulent Transfer	38
Section 4.18	Ownership of Borrower	38
Section 4.19	No Purchase Options	38
Section 4.20	Management Agreement	39
Section 4.21	Hazardous Substances	39
Section 4.22	Name; Principal Place of Business	40
Section 4.23	No Other Obligations	40
Section 4.24	Defense of Usury	40
Section 4.25	Intentionally Omitted	40
Section 4.26	Single Tax Lot	40
Section 4.27	Special Assessments	40
Section 4.28	No Condemnation	40
Section 4.29	No Labor or Materialmen Claims	41
Section 4.30	Boundary Lines	41
Section 4.31	Survey	41
Section 4.32	Forfeiture	41
Section 4.33	Borrower Entity Representations	41
Section 4.34	Ground Lease	43
ARTICLE 5 COVENANTS		45
Section 5.1	Existence	45
Section 5.2	Taxes and Other Charges	45
Section 5.3	Access to Property	45
Section 5.4	Repairs; Maintenance and Compliance; Alterations	46
Section 5.5	Performance of Other Agreements	47
Section 5.6	Cooperate in Legal Proceedings	47
Section 5.7	Further Assurances	47
Section 5.8	Environmental Matters	48
Section 5.9	Title to the Property	50
Section 5.10	Leases	50
Section 5.11	Estoppel Statement	52
Section 5.12	Property Management	53
Section 5.13	Special Purpose Bankruptcy Remote Entity	54
Section 5.14	Assumption in Non-Consolidation Opinion	54
Section 5.15	Change in Business or Operation of Property	54
Section 5.16	Debt Cancellation	54
Section 5.17	Affiliate Transactions	54

Section 5.18	Zoning	54
Section 5.19	No Joint Assessment	55
Section 5.20	Principal Place of Business	55
Section 5.21	Change of Name, Identity or Structure	55
Section 5.22	Indebtedness	55
Section 5.23	Licenses	55
Section 5.24	Compliance with Restrictive Covenants, etc.	56
Section 5.25	ERISA	56
Section 5.26	Transfers	56
Section 5.27	Liens	67
Section 5.28	Dissolution	67
Section 5.29	Expenses	67
Section 5.30	Indemnity	68
Section 5.31	Patriot Act Compliance	69
Section 5.32	Ground Lease	70
ARTICLE 6 NOTICES AND REPORTING		71
Section 6.1	Notices	71
Section 6.2	Borrower Notices and Deliveries	72
Section 6.3	Financial Reporting	72
ARTICLE 7 INSURANCE; CASUALTY; AND CONDEMNATION		74
Section 7.1	Insurance	74
Section 7.2	Casualty	79
Section 7.3	Condemnation	79
Section 7.4	Application of Proceeds or Award	80
ARTICLE 8 DEFAULTS		84
Section 8.1	Events of Default	84
Section 8.2	Remedies	87
ARTICLE 9 SPECIAL PROVISIONS		88
Section 9.1	Sale of Note and Securitization	88
ARTICLE 10 MISCELLANEOUS		93
Section 10.1	Exculpation	93
Section 10.2	Brokers and Financial Advisors	95
Section 10.3	Retention of Servicer	96
Section 10.4	Survival	96
Section 10.5	Lender’s Discretion	96
Section 10.6	Governing Law	96
Section 10.7	Modification, Waiver in Writing	98
Section 10.8	Trial by Jury	98
Section 10.9	Headings/Exhibits	98
Section 10.10	Severability	99
Section 10.11	Preferences	99
Section 10.12	Waiver of Notice	99
Section 10.13	Remedies of Borrower	99
Section 10.14	Prior Agreements	99

Section 10.15	Offsets, Counterclaims and Defenses	100
Section 10.16	Publicity	100
Section 10.17	No Usury	100
Section 10.18	Conflict; Construction of Documents	101
Section 10.19	No Third Party Beneficiaries	101
Section 10.20	Yield Maintenance Premium	101
Section 10.21	Assignment	102
Section 10.22	Certain Additional Rights of Lender	102
Section 10.23	Set-Off	103
Section 10.24	Counterparts	103
Section 10.25	1031 Exchange Transaction.	104

LOAN AGREEMENT

LOAN AGREEMENT dated as of April 24, 2007 (as the same may be modified, supplemented, amended or otherwise changed, this “ Agreement ”) between MAGUIRE PROPERTIES- TWO CAL PLAZA, LLC , a Delaware limited liability company (together with its permitted successors and assigns, “ Borrower ”), and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (together with its successors and assigns, “ Lender ”).

ARTICLE 1

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Specific Definitions

. The following terms have the meanings set forth below:

Accommodator: National Safe Harbor Exchanges, a California corporation, or any successor thereto permitted pursuant to Section 10.25 hereof.

Affiliate : as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

Affiliated Manager : any managing agent of the Property (other than Maguire Property Services, Inc.) in which Borrower or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

Approved Capital Expenses : Capital Expenses incurred by Borrower, provided that during a Cash Management Period, such Capital Expenses shall either be (i) included in the Approved Annual Budget for the current calendar month or (ii) approved by Lender.

Approved Leasing Expenses : actual out-of-pocket expenses incurred by Borrower and payable to third parties that are not Affiliates of Borrower or Guarantor in leasing space at the Property pursuant to Existing Leases or Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are required pursuant to the terms of Existing Leases, (ii) with respect to Leases entered into after the date hereof (A) incurred in the ordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the Loan Documents, or (B) otherwise approved by Lender, which approval shall not be unreasonably withheld or delayed, and (iii) are substantiated by executed Lease documents and brokerage agreements.

Approved Operating Expenses : during a Cash Management Period, 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 or (iii) have been approved by Lender.

Available Cash : as of each Payment Date during the continuance of a Cash Management Period, the amount of Rents, if any, remaining in the Deposit Account after the application of all of the payments required under clauses (i) through (viii) of Section 3.11(a) hereof.

Business Day : any day other than a Saturday, Sunday or any day on which commercial banks in New York, New York are authorized or required to close.

Calculation Date : the last day of each calendar quarter during the Term.

Capital Expenses : expenses that are capital in nature or required under GAAP to be capitalized.

Cash Management Period : shall commence upon Lender giving notice to the Clearing Bank of the occurrence of any of the following: (i) the Stated Maturity Date, (ii) a Default or an Event of Default, or (iii) if, commencing on December 31, 2009, as of any Calculation Date, the Debt Service Coverage Ratio is less than the Minimum DSCR Threshold (a “ DSCR Cash Management Period ”); and shall end upon Lender giving notice to the Clearing Bank that the sweeping of funds into the Deposit Account may cease, which notice Lender shall only be required to give if (1) the Loan and all other obligations under the Loan Documents have been repaid in full or (2) the Stated Maturity Date has not occurred and (A) with respect for the matters described in clause (ii) above, such Default or Event of Default has been cured and no other Default or Event of Default has occurred and is continuing, or (B) with respect to the matter described in clause (iii) above, either (x) Lender has reasonably determined that the Property has achieved a Debt Service Coverage Ratio of at least the Minimum DSCR Threshold for two (2) consecutive Calculation Dates, or (y) Borrower delivers to Lender either (a) a Letter of Credit (any such Letter of Credit, the “ DSCR Cash Management Letter of Credit Collateral ”), in an amount equal to the Minimum DSCR Maintenance Amount or (b) a replacement DSCR Cash Management Letter of Credit Collateral which increases the outstanding face amount of the DSCR Cash Management Letter of Credit Collateral previously delivered to Lender and being held by Lender in accordance with Section 3.8.2 hereof by an amount equal to the Minimum DSCR Maintenance Amount (All DSCR Cash Management Letter of Credit Collateral shall be held in accordance with Section 3.8.2 hereof.).

Code : 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.

Control or Controlled : with respect to any Person, (i) ownership, directly or indirectly, in the aggregate of 49% or more of the beneficial ownership interest of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise (subject only to customary reservations of rights in favor of other partners or members to approve the sale and/or refinancing of all or substantially all of the entity's assets and other major decisions).

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Debt : the unpaid Principal, all interest accrued and unpaid thereon, any Yield Maintenance Premium and all other sums due to Lender in respect of the Loan or under any Loan Document.

Debt Service : with respect to any particular period, the scheduled Principal and interest payments due under the Note in such period.

Debt Service Coverage Ratio : as of any date, the ratio calculated by Lender of (i) the Net Operating Income for the twelve (12)-month period during the Term of the Loan ending with the most recently completed calendar month to (ii) the Debt Service with respect to such period. In calculating the Debt Service Coverage Ratio solely for purposes of determining whether or not a DSCR Cash Management Period then exists, the Debt Service component of such calculation shall be computed as if the outstanding Principal amount of the Loan on such Calculation Date was reduced by an amount equal the aggregate outstanding face amount of all DSCR Cash Management Letter of Credit Collateral being held by Lender pursuant to Section 3.8.2 hereof on the Calculation Date in question.

Default : the occurrence of any event under any Loan Document which, with the giving of notice or passage of time, or both, would be an Event of Default.

Default Rate : a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) five percent (5%) above the Interest Rate.

Defeasance Collateral : U.S. Obligations, which provide payments (i) on or prior to, but as close as possible to, all Payment Dates and other scheduled payment dates, if any, under the Note after the Defeasance Date and up to and including the Stated Maturity Date, and (ii) in amounts equal to or greater than the Scheduled Defeasance Payments.

Defeasance Release Date : the earlier to occur of (i) the thirty-sixth (36th) Payment Date of the Term and (ii) the date that is two (2) years from the “startup day” (within the meaning of Section 860G(a)(9) of the Code) of the REMIC Trust established in connection with the last Securitization involving any portion of the Loan.

Deposit Bank : Wachovia Bank, National Association, a national banking association, or such other bank or depository selected by Lender in its discretion.

Eligible Account : a separate and identifiable account from all other accounts held by the holding institution that is either (i) an account or accounts (A) maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (B) as to which Lender has received a Rating Comfort Letter from each of the applicable Rating Agencies with respect to holding funds in such account, or (ii) a segregated trust account or accounts maintained with the corporate trust department of a federal depository institution or state chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations §9.10(b), having in either case corporate trust powers, acting in its fiduciary capacity, and a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authorities. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

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Eligible Institution : a depository institution 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 F-1+ by Fitch in the case of accounts in which funds are held for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “AA” by Fitch and S&P and “Aa2” by Moody’s. Notwithstanding the foregoing, Lender acknowledges that Bank of the West (Borrower’s current Clearing Bank) is deemed an Eligible Institution.

Eligibility Requirements : with respect to any Person, that such Person (i) has total assets (in name or under management) in excess of $750,000,000 (excluding the Property) and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $300,000,000 (excluding the Property) and (ii) is regularly engaged in the business of owning and operating commercial real estate properties of the type, size and quality comparable to the Property.

ERISA : the Employment Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

ERISA Affiliate : all members of a controlled group of corporations and all trades and business (whether or not incorporated) under common control and all other entities which, together with Borrower, are treated as a single employer under any or all of Section 414(b), (c), (m) or (o) of the Code.

Existing Leases : Leases of the Property or the Improvements existing on the date hereof.

GAAP : generally accepted accounting principles in the United States of America as of the date of the applicable financial report or the method used in connection with the financial statements of Borrower delivered to Lender in connection with the closing of the Loan.

Governmental Authority : any court, board, agency, commission, office or authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) now or hereafter in existence.

Ground Lease : certain Lease of Phase 2A dated July 25, 1989 by and between The Community Redevelopment Agency of The City of Los Angeles, California, as lessor (together with its successors and assigns, “ Ground Lessor ”), and Office Tower Partnership II, as lessee, recorded July 26, 1989 as Instrument No. 89-1191832 of the Official Records, as amended by a document recorded February 20, 1990 as Instrument No. 90-277659 of the Official Records, as further amended by that certain Amendment of Lease of Phase 2A between The Community Redevelopment Agency of The City of Los Angeles, California and California Plaza IIA LLC, dated as of June 18, 1996, and recorded on July 5, 1996 in the Los Angeles County Recorder’s Office as Document No. 96-1068948, as the same may hereafter be amended in accordance with the terms of this Agreement.

Ground Rent : any and all base rent, additional rent and other amounts payable by Borrower under the Ground Lease.

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Guarantor : the OP or any other Person that now or hereafter guarantees any of Borrower’s obligations hereunder or any other Loan Document.

Interest Period : (i) the period from the date hereof through the first day thereafter that is the fifth (5 th) day of a calendar month and (ii) each period thereafter from the sixth (6 th) day of each calendar month through the fifth (5 th) day of the following calendar month; except that the Interest Period, if any, that would otherwise commence before and end after the Maturity Date shall end on the Maturity Date. Notwithstanding the foregoing, if Lender exercises its right to change the Payment Date to a New Payment Date in accordance with Section 2.2.4 hereof, then from and after such election, each Interest Period shall be the period from the New Payment Date (as defined under Section 2.2.4 hereof) in each calendar month through the day in the next succeeding calendar month immediately preceding the New Payment Date in such calendar month.

Interest Rate : a rate of interest equal to 5.49968% per annum (or, when applicable pursuant to the Note or any other Loan Document, the Default Rate).

Key Principals : the OP, the REIT and Robert F. Maguire III.

Leases : all leases, subleases of any tier and other agreements or arrangements heretofore or hereafter entered into for the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Property or the Improvements, including any guarantees, extensions, renewals, modifications or amendments thereof and all additional remainders, reversions and other rights and estates appurtenant thereunder, but excluding the Ground Lease.

Lease Termination Payments : (i) all fees, penalties, commissions or other payments made to Borrower in connection with or relating to the rejection, buy-out, termination, surrender or cancellation of any Lease (including in connection with any bankruptcy proceeding), (ii) any security deposits or proceeds of letters of credit held by Borrower in lieu of cash security deposits, which Borrower is permitted to retain pursuant to the applicable provisions of any Lease and (iii) any payments made to Borrower relating to unamortized tenant improvements and leasing commissions under any Lease.

Letter of Credit : an irrevocable, unconditional, transferable, clean sight draft letter of credit acceptable to Lender and the Rating Agencies (either an evergreen letter of credit or one which does not expire until at least thirty (30) days after the Maturity Date) for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Property or any other property pledged to secure the Note in favor of Lender and entitling Lender to draw thereon in New York, New York, issued by a domestic Eligible Institution or the U.S. agency or branch of a foreign Eligible Institution.

Legal Requirements : statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower, any Loan Document or all or part of the Property or the construction, ownership, use, alteration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and

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encumbrances contained in any instrument, either of record or known to Borrower, at any time in force affecting all or part of the Property.

Lien : any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, easement, restrictive covenant, preference, assignment, security interest or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting all or any part 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.

Loan Documents : this Agreement and all other documents, agreements and instruments now or hereafter evidencing, securing or delivered to Lender in connection with the Loan, including the following, each of which is dated as of the date hereof: (i) the Promissory Note or Promissory Notes made by Borrower to Lender in the aggregate principal amount equal to the Loan (the “ Note ”), (ii) the Leasehold Deed of Trust, Assignment of Leases and Rents and Security Agreement made by Borrower to a trustee for the benefit of Lender which covers the Property (the “ Mortgage ”), (iii) Assignment of Leases and Rents from Borrower to Lender (the “ Assignment of Leases and Rents ”), (iv) the Clearing Bank Instruction Letter (the “ Clearing Account Agreement ”) among Borrower, Lender, Manager and Clearing Bank, (v) the Cash Management Agreement (the “ Cash Management Agreement ”) among Borrower, Lender, Manager and the Deposit Bank, (vi) the Environmental and Hazardous Substance Indemnification Agreement made by Borrower (the “ Environmental Indemnity ”), (vii) the Non-Recourse Guaranty made by Guarantor (the “ Non-Recourse Guaranty ”) and (ix) the Guaranty of Partial Payment made by Guarantor (the “ Partial Payment Guaranty ”); as each of the foregoing 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.

Management Agreement : the management agreement between Borrower and Manager, pursuant to which Manager is to manage the Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with Section 5.12 hereof.

Manager : the OP or any successor, assignee or replacement manager appointed by Borrower in accordance with Section 5.12 hereof.

Material Lease : all Leases which individually or in the aggregate with respect to the same tenant and its Affiliates (i) cover more than the greater of 24,600 square feet of the Improvements or a full floor of the Improvements or (ii) have a gross annual rent of more than ten percent (10%) of the total annual Rents.

Maturity Date : the date on which the final payment of principal of the Note becomes due and payable as therein provided, whether at the Stated Maturity Date, by declaration of acceleration, or otherwise.

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Minor Lease : any Lease that is not a Material Lease.

Minimum DSCR Maintenance Amount : as of any date, an amount equal to the portion of the then-outstanding Principal such that the Minimum DSCR Threshold would be maintained on the Loan after repayment of such amount, taking into account further reduction of Principal in an amount equal to the aggregate outstanding face amount of all DSCR Cash Management Letter of Credit Collateral then being held by Lender.

Minimum DSCR Threshold : with respect to any Calculation Date, a Debt Service Coverage Ratio of 1.05:1 or greater.

Net Operating Income : for any period during the Term of the Loan, the actual net operating income of the Property determined on a cash basis of accounting, after deducting therefrom deposits to (but not withdrawals from) any reserves required under this Agreement, and without giving credit for non-recurring extraordinary items of income.

Net Worth : shall mean, as of a given date, (x) the total assets of a Person as of such date less (y) such Person’s total liabilities as of such date, determined in accordance with GAAP.

Officer’s Certificate : a certificate delivered to Lender by Borrower which is signed by a senior executive officer of the REIT.

OP : Maguire Properties, L.P., a Maryland limited partnership.

Operating Agreements : any covenants, restrictions or agreements of record relating to the construction, operation or use of the Property, excluding any Lease.

Other Charges : 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 (other than Taxes), now or hereafter levied or assessed or imposed against the Property or any part thereof.

Payment Date : the sixth (6 th) day of each calendar month or, upon Lender’s exercise of its right to change the Payment Date in accordance with Section 2.2.4 hereof, the New Payment Date (in either case, if such day is not a Business Day, the Payment Date shall be the first Business Day thereafter). The first Payment Date hereunder shall be June 6, 2007.

Permitted Encumbrances : (i) the Liens created by the Loan Documents, (ii) all Liens and other matters disclosed in the Title Insurance Policy, (iii) Liens, if any, for Taxes or Other Charges not yet due and payable or not delinquent, (iv) any workers’, mechanics’ or other similar Liens on the Property provided that any such Lien is bonded or discharged within thirty (30) days after Borrower first receives notice of such Lien, (v) such other title and survey exceptions as Lender approves in writing in Lender’s discretion and (vi) Liens incurred in connection with Permitted Equipment Financing as set forth in Section 5.22 hereof, and (vii) Liens which constitute a Permitted Transfer.

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Permitted Fund Manager : any nationally-recognized manager of investment funds which (i) invests in debt or equity interests relating to commercial real estate, (ii) invests through a fund with committed capital of at least $250,000,000 and (iii) is not the subject of a bankruptcy proceeding.

Permitted Investment : (a) subject to the provisions of subparagraph (b) of this definition, any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, the trustee under any Securitization or any of their respective affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment (and in no event having maturities of more than 365 days) and meeting one of the appropriate standards set forth below: (i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; (ii) Federal Housing Administration debentures; (iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; (iv) federal funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (defined herein) (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities issued in connection with a Securitization or any class thereof); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of

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interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; (v) fully Federal Deposit Insurance Corporation insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities or any class thereof); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; (vi) debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities or any class thereof) in its highest long term unsecured rating category; provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; (vii) commercial paper (including both non interest bearing discount obligations and interest bearing obligations payable on demand or on a specified date not more than one (1) year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities or any class thereof) in its highest short term unsecured debt rating; provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; and (viii) other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a written a Rating Comfort Letter with respect to that the designation of such security, obligation or investment as a Permitted Investment; provided , however , that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides

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a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Notwithstanding anything to the contrary contained herein, the Permitted Investments (i) through (ix) above must have a Moody’s rating of (a) “A2 or P-1” if such investment has a maximum maturity of one (1) month, (b) “A1 and P-1” if such investment has a maximum maturity of three (3) months, (c) “Aa3 and P-1” if such investment has a maximum maturity of six (6) months and (d) “AAA and P-1” if such investment has a maximum maturity of more than six (6) months.

At any time when Borrower is not permitted under the Loan Documents to select Permitted Investments, “ Permitted Investments ” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer (defined herein), the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment (and in no event having maturities of more than 365 days) and meeting one of the appropriate standards set forth below: (i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any Person controlled or supervised by and acting as an instrumentality of the United States pursuant to authority granted by the Congress of the United States provided such obligations are backed by the full faith and credit of the United States of America and are one of the following: obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the General Services Administration (participation certificates), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates) or the U.S. Department of Housing and Urban Development (local authority bonds); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; (ii) Federal Housing Administration debentures; and (iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations) and the Federal National Mortgage Association (debt obligations); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; provided , however , that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Notwithstanding anything to the contrary contained herein, the Permitted Investments (i) through (ix) above must have a Moody’s rating of (a) “A2 or P-1” if such investment has a maximum maturity of one (1) month, (b) “A1 and P-1” if such investment has a maximum maturity of three (3) months, (c) “Aa3 and P-1” if such

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investment has a maximum maturity of six (6) months and (d) “AAA and P-1” if such investment has a maximum maturity of more than six (6) months.

Permitted REIT Transferee : an entity that the REIT Controls (within the sense of clause (ii) of the defined term “Control”) and directly or indirectly owns at least a fifty-one percent (51%) interest in, and that (i) qualifies as a Special Purpose Bankruptcy Remote Entity in compliance with Section 5.13 hereof, and (ii) whose counsel has delivered to Lender a non-consolidation opinion acceptable to Lender in its reasonable discretion and acceptable to the Rating Agencies.

Permitted Transferee : for purposes of one Transfer and Assumption only, a Qualified Transferee (i) that qualifies as a Special Purpose Bankruptcy Remote Entity in compliance with Section 5.13 hereof, (ii) whose counsel has delivered to Lender a non-consolidation opinion acceptable to Lender and the Rating Agencies in their sole discretion, (iii) is an experienced operator and/or owner of office properties of similar size, type and income as the Property, as evidenced by financial statements and other information reasonably requested by Lender, and is, or has retained, a Qualified Manager, (iv) is not Controlled by any Person that has been a debtor in any Bankruptcy Action (hereinafter defined) in the past ten (10) years or has ever been convicted of fraud or any crimes with respect to securities or banking laws, and (v) that has not been involved in any prior disputes with Lender, and is not Controlled by any Person that has been involved in any prior disputes with Lender. As used herein, “ Bankruptcy Action ” means with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person, which is not dismissed within ninety (90) days; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

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

Plan : an employee pension benefit plan as defined in Section 3(2) of ERISA, (i) established or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate makes or is obligated to make contributions and (ii) which is covered by Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code.

Pooling and Servicing Agreement : any pooling and servicing agreement or similar agreement entered into as a result of a Securitization.

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Prescribed Laws : collectively, (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (ii) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (iii) the International Emergency Economic Power Act, 50 U.S.C. §1701 et seq. and (iv) all other legal requirements relating to money laundering or terrorism.

Property : the parcels of real property demised under the Ground Lease and Improvements thereon owned by Borrower and at such time encumbered by the Mortgage; together with all rights pertaining to such real property and Improvements, and all other collateral for the Loan as more particularly described in the Granting Clauses of the Mortgage and referred to therein as the Property. The Property is known as Two California Plaza and is located at 350 South Grand Avenue, Los Angeles, California.

Qualified Manager : any of (a) the OP, (b) an Affiliated Manager, (c) any property manager Controlled (within the sense of clause (ii) of the defined term “Control”) by the REIT or (d) in the reasonable judgment of Lender, a reputable and experienced management company which (i) is a reputable national (or regional) major management company having at least five (5) years’ experience in the management of commercial properties of comparable quality to the Property, with similar uses as the Property and in the jurisdiction in which the Property is located, (ii) at the time of its engagement has managed, for at least five (5) years prior to its engagement as property manager, at least five (5) commercial office buildings of comparable quality to the Property, (iii) at the time of its engagement as property manager is managing leasable square footage of office buildings of comparable quality to the Property equal to five (5) times the leasable square feet of the Property or such lesser amount as is approved by the applicable Rating Agencies and (iv) is not the subject of a Bankruptcy Action; provided that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that management of the Property by such Person will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof (provided that no such written confirmation from the Rating Agencies in connection with such Qualified Manager will be required in connection with Permitted Transfers under Section 5.26.5 hereof and the Transfer and Assumption under Section 5.26.6 hereof not requiring such prior written confirmation from the Rating Agencies).

Qualified Transferee :

(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, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(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, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

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(iii) an institution substantially similar to any of the foregoing entities described in clauses (i) or (ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled (which for purposes of this definition means the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise) by any of the entities described in clauses (i) (ii) or (iii) above or (v) below;

(v) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (i) (ii), (iii) or (iv) of this definition investing through a fund with committed capital of at least $250,000,000 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 Transferees under clauses (i) (ii), (iii) or (iv) of this definition;

(vi) a Person (i) with a long-term unsecured debt rating from each of the Rating Agencies rating the Securities of at least "investment grade" that (ii) owns, controls or operates, with its Affiliates, office buildings totaling at least 4,000,000 square feet of gross leasable area (exclusive of the Property), has with its Affiliates a Net Worth, as of a date no more than three (3) months prior to the date of such Transfer; of at least $300,000,000 (exclusive of the Property), and immediately prior to such Transfer, controls with its Affiliates real estate equity assets of at least $750,000,000 (exclusive of the Property); or

(vii) Robert F. Maguire III or a Person Controlled (within the meaning of clauses (i) and (ii) of the definition of Control) by Robert F. Maguire III, provided that at the time of such Transfer, Robert F. Maguire III has a Net Worth of at least $200,000,000.

Rating Agency : each of Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“ S&P ”), Moody’s Investors Service, Inc. (“ Moody’s ”), and Fitch, Inc., a division of Fitch Ratings Ltd. (“ Fitch ”) or any other nationally recognized statistical rating organization to the extent any of the foregoing have been engaged by Lender or its designee in connection with or in anticipation of any Securitization.

Rating Comfort Letter : a letter issued by each of the applicable Rating Agencies which confirms that the taking of the action referenced to therein will not result in any qualification, withdrawal or downgrading of any existing ratings of Securities created in a Securitization or, if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization.

REIT : Maguire Properties, Inc., a Maryland corporation.

REMIC Trust : a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

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Rents : all rents, rent equivalents, 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 or any of their agents or employees 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 or any of their agents or employees and proceeds, if any, from business interruption or other loss of income insurance.

Restricted Party : (i) Borrower, the OP, the Guarantor, or any Affiliated Manager, and (ii) any shareholder, general partner, member, non-member manager, direct or indirect legal or beneficial owner of, Borrower, the OP, Guarantor, any Affiliated Manager or any non-member manager; provided, however, that the term "Restricted Party" shall not include any limited partner of the OP, Guarantor, or any Affiliated Manager, or any shareholders of the REIT, or any person owning direct or indirect interests in or through such limited partners or shareholders.

Sale or Pledge : a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

Scheduled Defeasance Payments : the Monthly Debt Service Payment Amount required under the Note for all Payment Dates occurring after the Defeasance Date (including the outstanding Principal balance on the Note as of the Stated Maturity Date).

Security Agreement : a security agreement in form and substance that would be satisfactory to Lender (in Lender’s sole but good faith discretion) pursuant to which Borrower grants Lender a perfected, first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral.

Servicer : a servicer selected by Lender to service the Loan, including any “master servicer” or “special servicer” appointed under the terms of any Pooling and Servicing Agreement or similar agreement entered into as a result of a Securitization.

State : the state in which the Premises (as defined in the Mortgage) is located.

Stated Maturity Date : May 6, 2017, as such date may be changed in accordance with Section 2.2.4 hereof.

Taxable REIT Subsidiary: a taxable REIT subsidiary within the meaning of Section 856(1) of the Code and of which the OP owns, directly or indirectly, no less than a fifty-one percent (51%) interest.

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Taxes : all real estate and personal property taxes, assessments, water rates or sewer rents, maintenance charges, impositions, vault charges and license fees, now or hereafter levied or assessed or imposed against all or part of the Property.

Term : 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 : the ALTA mortgagee title insurance policy in the form acceptable to Lender issued with respect to the Property and insuring the Lien of the Mortgage.

Treasury Rate : the annualized yield on securities issued by the United States Treasury having a maturity corresponding to the remaining term to the originally scheduled Stated Maturity Date of the Note, as quoted in Federal Reserve Statistical Release H. 15(519) under the heading “U.S. Government Securities - Treasury Constant Maturities” for the Treasury Rate Determination Date, converted to a monthly equivalent yield. If yields for such securities of such maturity are not shown in such publication, then the Treasury Rate shall be determined by Lender by linear interpolation between the yields of securities of the next longer and next shorter maturities. If said Federal Reserve Statistical Release or any other information necessary for determination of the Treasury Rate in accordance with the foregoing is no longer published or is otherwise unavailable, then the Treasury Rate shall be reasonably determined by Lender based on comparable data.

Treasury Rate Determination Date : the date which is five (5) Business Days prior to the scheduled prepayment date.

UCC : the Uniform Commercial Code as in effect in the state of Delaware or the state in which any of the Cash Management Accounts are located, as the case may be.

U.S. Obligations : obligations that are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended that are not subject to prepayment, call or early redemption and that are acceptable to the applicable Rating Agencies.

Yield Maintenance Premium : the amount equal to the greater of (i) (x) two percent (2%) of the Principal balance of the Loan at the time of prepayment, if such prepayment is made prior to the Defeasance Release Date or (y) one percent (1%) of the Principal balance of the Loan at the time of prepayment, if such prepayment is made on or after the Defeasance Release Date and (ii) the excess, if any, of (A) the amount of the monthly interest which would otherwise be payable on the Principal being prepaid from the scheduled Payment Date in the calendar month immediately following the date of prepayment (unless prepayment is tendered on a Payment Date, in which case from the date of prepayment) to and including the Stated Maturity Date; over (B) the amount of the monthly interest Lender would earn if the Principal being prepaid were reinvested for the period from the scheduled Payment Date in the calendar month immediately following the date of prepayment (unless prepayment is tendered on a Payment Date, in which case from the date of prepayment) to and including the Stated Maturity Date at the Treasury Rate, such difference to be discounted to present value at the Treasury Rate.

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The calculation of the Yield Maintenance Premium shall be made by Lender and shall, absent manifest error, be final, conclusive and binding upon the parties.

Section 1.2 Index of Other Definitions

. The following terms are defined in the sections or Loan Documents indicated below:

“ 1031 Exchange Transaction ” – 10.25

“ 1031 Exchange Transfer ” – 5.26.5

“ Annual Budget ” - 6.3.4

“ Approved Annual Budget ” - 6.3.4

“ Applicable Taxes ” - 2.2.3

“ Asbestos ” - 5.8.2

“ Assignment of Leases and Rents ” - 1.1 (Definition of Loan Documents)

“ Award ” - 7.3.2

“ Bankruptcy Proceeding ” - 4.8

“ Blanket Insurance Premium Financing Arrangements ” - 7.1.4

“ Borrower Parties ” - 10.1

“ Capital Reserve Subaccount ” - 3.4

“Cash Collateral Subaccount ” - 3.8.1

“ Cash Management Accounts ” - 3.10

“ Cash Management Agreement ” - 1.1 (Definition of Loan Documents)

“ Casualty ” - 7.2.1

“ Casualty/Condemnation Prepayment ” - 2.3.2

“ Casualty/Condemnation Subaccount ” - 3.6

“ Casualty Consultant ” - 7.4.1(e)

“ Casualty Restoration ” - 7.2.1

“ Casualty Retainage ” - 7.4.1(b)

“ Clearing Account ” -- 3.1

“ Clearing Account Agreement ” - 1.1 (Definition of Loan Documents)

“ Clearing Bank ” - 3.1

“ Condemnation ” - 7.3.1

“ Condemnation Proceeds ” - 7.4.1

“ Condemnation Restoration ” - 7.3.1

“ Debt Service Reserve Subaccount ” - 3.12

“ Defeasance Collateral Account ” - 2.3.3

“ Defeasance Event ” - 2.3.3

“ Defeasance Date ” - 2.3.3

“ Delinquency Date ” - 5.2

“ Deposit Account ” - 3.1

“ Disclosure Document ” - 9.1.2

“ DSCR Cash Management Letter of Credit Collateral ” - 1.1 (Definition of Cash Management Period)

“ Eligible Account ” - Cash Management Agreement

“ Endorsement ” - 5.26.b(c)(iv)

“Environmental Indemnity ” - 1.1 (Definition of Loan Documents)

“ Environmental Laws ” - 4.21

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“ Environmental Reports ” - 4.21

“ Equipment ” - Mortgage

“ Event of Default ” - 8.1

“ Exchange Act ” - 9.1.2

“Excluded Costs ” - 5.4.2

“ Financing Installment ” - 7.1.4

“ Fitch ” - 1.1 (Definition of Rating Agency)

“ Foreign Lender ” - 2.2.3

“ Full Replacement Cost ” - 7.1.1(j)

“ Full Coverage ” - 7.1.1(a)

“ Government Lists ” - 5.30

“ Ground Lessor ” - 1.1 (Definition of Ground Lease)

“ Ground Rent Subaccount ” - 3.9

“ Hazardous Substances ” - 4.21

“ Improvements ” - Mortgage

“ Indemnified Liabilities ” - 5.30

“ Indemnified Party ” - 5.30

“ Indemnified Group ” - 9.1.3

“ Independent Director ” - Schedule 5

“Initial Rollover Deposit ” - 3.5

“ Insolvent ” - 4.8

“ Insurance Premiums ” - 7.1.3

“ Insurance Proceeds ” - 7.4.1

“ Insured Casualty ” - 7.2.2

“ Investor ” - 9.1.1

“ Late Payment Charge ” - 2.5.3

“ Lender’s Consultant ” - 5.8.1

“ Liabilities ” - 9.1.3

“ Licenses ” - 4.11

“ Loan ” - 2.1

“ Monthly Debt Service Payment Amount ” - 2.2.1

“ Moody’s ” - 1.1 (Definition of Rating Agency)

“ Mortgage ” - 1.1 (Definition of Loan Documents)

“ Net Proceeds ” - 7.4(b)

“ New Payment Date ” - 2.2.4

“Non-Recourse Guaranty ” - 1.1 (Definition of Loan Documents)

“Note ” - 1.1 (Definition of Loan Documents)

“ Notice ” - 6.1

“ OFAC ” - 5.30

“ Parent ” - 9.1.1(a)

“ Partial Payment Guaranty ” - 1.1 (Definition of Loan Documents)

“ Patriot Act ” - 5.30

“ Patriot Act Offense ” - 5.30

“ Permitted Indebtedness ” - 5.22

“ Permitted Prepayment Date ” - 2.3.4

“ Policies ” or “ Policy ” - 7.1.2

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“ Principal ” - 2.1

“ Proceeds ” - 7.2.2

“ Provided Information ” - 9.1.1

“ Public Releases: - 10.16

“ Registration Statement ” - 9.1.3

“ Related Party ” or “ Related Parties - 4.33(d)

“ Remedial Work ” - 5.8.3

“ Rent Roll ” - 4.16

“ Required Repairs ” - 3.2.1

“ Required Repairs Subaccount ” - 3.2.2

“ Restoration ” - 7.3.1

“Rollover Reserve Subaccount ” - 3.5

“ S&P ” - 1.1 (Definition of Rating Agency)

“ Securities ” - 9.1.1

“ Securities Act ” - 9.1.2

“ Securitization ” - 9.1.1

“ Securitization Information - 9.1.3(b)

“ Security Deposit Account ” - 3.7

“ Security Deposit Subaccount ” - 3.7

“ Significant Casualty ” - 7.2.2

“ Special Purpose Bankruptcy Remote Entity ” - 5.13

“ Subaccounts ” - 3.1

“ Subordination of Management Agreement ” - 5.12.1

“ Successor Borrower ” - 2.3.3

“ Survey ” - 4.31

“ Tax and Insurance Impound Funds ” - 3.3

“ Tax and Insurance Subaccount ” - 3.3

“ Tenant Estoppels ” - 4.16

“ Terrorism Acts ” - 7.1.1(j)

“ Threshold Amount ” - 5.4.2

“ Toxic Mold ” - 4.21

“ Transfer ” - 5.26.3

“ Transfer and Assumption ” - 5.26.6(a)

“ Transferee Borrower ” - 5.26.6(a)

Section 1.3 Principles of Construction

. Unless otherwise specified, (i) all references to sections and schedules are to those in this Agreement, (ii) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision, (iii) all definitions are equally applicable to the singular and plural forms of the terms defined, (iv) the word “including” means “including but not limited to,” and (v) accounting terms not specifically defined herein shall be construed in accordance with GAAP. To the extent that the definition of Net Operating Income deviates from GAAP, the definitions of such terms contained herein shall govern.

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ARTICLE 2

GENERAL LOAN TERMS

Section 2.1 The Loan

. Lender is making a loan (the “ Loan ”) to Borrower on the date hereof, in the original principal amount (the “ Principal ”) of $470,000,000.00 which shall mature on the Stated Maturity Date. Borrower acknowledges receipt of the Loan, the proceeds of which are being and shall be used to (i) acquire the Property, (ii) fund certain of the Subaccounts, and (iii) pay transaction costs. Any excess proceeds may be used for any lawful purpose. No amount repaid in respect of the Loan may be reborrowed.

Section 2.2 Interest; Monthly Payments

2.2.1 Generally . From and after the date hereof, interest on the unpaid Principal shall accrue at the Interest Rate and be payable as hereinafter provided. On the date hereof, Borrower shall pay interest on the unpaid Principal from the date hereof through and including May 5, 2007. On June 6, 2007 and each Payment Date thereafter through and including the Maturity Date, the interest on the Principal at the Interest Rate shall be payable in monthly installments (each such installment, the “ Monthly Debt Service Payment Amount ”). The Monthly Debt Service Payment Amount due on any Payment Date shall be applied to the payment of interest accrued during the preceding Interest Period. All accrued and unpaid interest shall be due and payable on the Maturity Date. If the Loan is repaid on any date other than on a Payment Date (whether prior to or after the Stated Maturity Date), Borrower shall also pay interest that would have accrued on such repaid Principal to but not including the next Payment Date.

2.2.2 Default Rate . After the occurrence and during the continuance of an Event of Default, the entire unpaid Debt shall bear interest at the Default Rate, and shall be payable, to the extent permitted by applicable law, within ten (10) days after the date Lender makes written demand therefor.

2.2.3 Taxes . Any and all payments by Borrower hereunder and under the other Loan Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on Lender’s income, and franchise and other similar taxes imposed on Lender by the law or regulation of any Governmental Authority (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to in this Section 2.2.3 as “ Applicable Taxes ”). If Borrower shall be required by law to deduct any Applicable Taxes from or in respect of any sum payable hereunder to Lender, the following shall apply: (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.2.3 ), Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions and

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(iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Payments pursuant to this Section 2.2.3 shall be made within ten (10) days after the date Lender makes written demand therefor. Notwithstanding the foregoing, if the Loan is transferred to a transferee, assignee or purchaser, which, in each case, is organized under the laws of any jurisdiction other than the United States of America or any state thereof (a “ Foreign Lender ”), the transferor shall cause such Foreign Lender, concurrently with the effectiveness of such transfer, to furnish to the transferor and Borrower either a United States Internal Revenue Service Form W-8BEN, United States Internal Revenue Service Form W-8ECI or United States Internal Revenue Service Form W-8IMY, including applicable attachments (in each case, wherein such Foreign Lender claims entitlement to complete exemption from United States federal withholding tax on all interest payments hereunder); provided, however, that in the event that the transferor fails to cause the Foreign Lender to furnish any such Form or such Foreign Lender is not entitled to a complete exemption from United States withholding tax, Borrower shall deduct any Applicable Taxes to the extent required by law and payments shall be made net of any Applicable Taxes without regard to the provisions of clause (i) of the second sentence of this Section 2.2.3 . In each case, if a specified form is no longer in use, the delivery obligation specified in this Section 2.2.3 shall apply to the applicable successor form. In addition, each Foreign Lender, if any, shall deliver such forms within a reasonable period of time following the obsolescence, expiration or invalidity of any form previously delivered by such Foreign Lender. Each Foreign Lender shall within a reasonable period of time notify Borrower at any time it determines that it is no longer in a position to provide any previously delivered form or certificate to Borrower (or any other form of certification adopted by a taxing authority for such purpose).

2.2.4 New Payment Date . Lender shall have the right, to be exercised not more than once during the term of the Loan, to change the Payment Date to a date later than the sixth (6 th ) day of each month (a “ New Payment Date ”), on thirty (30) days’ written notice to Borrower; provided , however , that any such change in the Payment Date: (i) shall not modify the amount of regularly scheduled monthly principal (if any) and interest payments, except that the first payment of principal (if any) and interest payable on the New Payment Date shall be accompanied by interest at the interest rate herein provided for the period from the Payment Date in the month in which the New Payment Date first occurs to the New Payment Date and (ii) shall extend the Stated Maturity Date to the New Payment Date occurring in the month set forth in the definition of Stated Maturity Date.

Section 2.3 Loan Repayment

2.3.1 Repayment . Borrower shall repay the entire outstanding principal balance of the Note in full on the Maturity Date, together with interest thereon to (but excluding) the date of repayment and any other amounts due and owing under the Loan Documents. Borrower shall have no right to prepay or defease all or any portion of the Principal except in accordance with Section 2.3.2 below, Section 2.3.3 below, Section 2.3.4 and Section 2.4 below. Except during the continuance of an Event of Default, all proceeds of any repayment, including any prepayments of the Loan, shall be applied by Lender as follows in the following order of priority: First , accrued and unpaid interest at the Interest Rate; second , to Principal; and third , to

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and any other amounts then due and owing under the Loan Documents. If prior to the Stated Maturity Date the Debt is accelerated by reason of an Event of Default, then Lender shall be entitled to receive, in addition to the unpaid Principal and accrued interest and other sums due under the Loan Documents, an amount equal to the Yield Maintenance Premium, if any, applicable to such Principal so accelerated. During the continuance of an Event of Default, all proceeds of repayment, including any payment or recovery on the Property (whether through foreclosure, deed-in-lieu of foreclosure, or otherwise) shall, unless otherwise provided in the Loan Documents, be applied in such order and in such manner as Lender shall elect in Lender’s discretion.

2.3.2 Mandatory Prepayments . The Loan is subject to mandatory prepayment in certain instances of Insured Casualty or Condemnation (each, a “ Casualty/Condemnation Prepayment ”), in the manner and to the extent set forth in Section 7.4.2 hereof. Each Casualty/Condemnation Prepayment, after deducting Lender’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with the settlement or collection of the Proceeds or Award, shall be applied in the same manner as repayments under Section 2.3.1 above, and if such Casualty/Condemnation Payment is made on any date other than a Payment Date, then such Casualty/Condemnation Payment shall include interest that would have accrued on the Principal prepaid to but not including the next Payment Date. Provided that no Event of Default is continuing, any such mandatory prepayment under this Section 2.3.2 shall be without the payment of the Yield Maintenance Premium. Notwithstanding anything to the contrary contained herein, each Casualty/Condemnation Prepayment shall be applied in inverse order of maturity and shall not extend or postpone the due dates of the monthly installments due under the Note or this Agreement.

2.3.3 Defeasance

(a) Conditions to Defeasance . Provided no Event of Default shall be continuing, Borrower shall have the right on any Payment Date after the Defeasance Release Date and prior to the Permitted Prepayment Date to voluntarily defease the entire amount of the Principal and obtain a release of the Lien of the Mortgage and a release of Borrower’s and Guarantor’s obligations under the other Loan Documents (other than (i) those obligations which are expressly stated to survive the payment in full of the Loan and (ii) the Security Agreement) by providing Lender with the Defeasance Collateral (a “ Defeasance Event ”), subject to the satisfaction of the following conditions precedent:

(1) Borrower shall give Lender not less than thirty (30) days prior written notice specifying a Payment Date (the “ Defeasance Date ”) on which the Defeasance Event is expected to occur.

(2) Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Defeasance Date and (B) all other sums then due under the Note, this Agreement and the other Loan Documents;

(3) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of subsections (b) and (c) of this Section 2.3.3 ;

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(4) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral;

(5) Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining to the effect that, among other things, that (i) Lender has a legal and valid perfected security interest in the Defeasance Collateral Account and the Defeasance Collateral, (ii) if a securitization has occurred, the REMIC Trust formed pursuant to such securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code solely as a result of a Defeasance Event pursuant to this Section 2.3.3 and (iii) a non-consolidation opinion with respect to the Successor Borrower (if any);

(6) Borrower shall deliver to Lender and the Rating Agencies a Rating Comfort Letter as to the Defeasance Event (if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Securitization);

(7) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.3.3 have been satisfied;

(8) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that (i) the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments, (ii) the revenue from the Defeasance Collateral will be applied within four (4) months of receipt towards payments of Debt Service, (iii) the securities that comprise the Defeasance Collateral are not subject to prepayment, call or early redemption and (iv) the interest income to Borrower (or the Successor Borrower, if applicable) from the Defeasance Collateral will not in any tax year materially exceed the interest expense associated with the defeased Loan;

(9) Borrower shall deliver such other certificates, opinions, documents and instruments as a prudent lender may reasonably request; and

(10) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

(b) Defeasance Collateral Account . On or before the date on which Borrower delivers the Defeasance Collateral, Borrower shall open at any Eligible Institution the defeasance collateral account (the “ Defeasance Collateral Account ”) which shall at all times be an Eligible Account. The Defeasance Collateral Account shall contain only (i) Defeasance Collateral, and (ii) cash from interest and principal paid on the Defeasance Collateral. All cash from interest and principal payments paid on the Defeasance Collateral shall be paid over to Lender on each Payment Date and applied first to accrued and unpaid interest and then to Principal. Any cash from interest and principal paid on the Defeasance Collateral not needed to pay accrued and unpaid interest or Principal shall be retained in the Defeasance Collateral Account as additional collateral for the Loan. Borrower shall cause the Eligible Institution at which the Defeasance

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Collateral is deposited to enter an agreement with Borrower and Lender, satisfactory to Lender in its sole discretion, pursuant to which such Eligible Institution shall agree to hold and distribute the Defeasance Collateral in accordance with this Agreement. The Borrower or the Successor Borrower shall be the owner of the Defeasance Collateral Account and shall report all income accrued on Defeasance Collateral for federal, state and local income tax purposes in its income tax return to the extent required by law. Borrower shall pay all costs and expenses associated with opening and maintaining the Defeasance Collateral Account. Neither Borrower (provided that a Successor Borrower has assumed the Loan) nor Lender shall in any way be liable by reason of any insufficiency in the Defeasance Collateral Account.

(c) Successor Borrower . In connection with a Defeasance Event under this Section 2.3.3 , Borrower shall, if required by the Rating Agencies or if Borrower elects to do so, establish or designate a successor entity (the “ Successor Borrower ”) which shall be a Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under the Debt and the Loan Documents (other than those obligations which are expressly stated to survive the payment in full of the Loan). Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement (unless such requirement shall be waived by the applicable Rating Agencies). Borrower shall pay all costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses, incurred in connection therewith.

2.3.4 Optional Prepayments .

(a) Provided no Event of Default shall be continuing, Borrower shall have the right at any time prior to the Permitted Prepayment Date to voluntarily prepay the Loan in whole or in part provided that such payment is accompanied by the Yield Maintenance Premium with respect to the Principal amount repaid. Any such prepayment received by Lender on a date other than a Payment Date shall include interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date.

(b) From and after the third Payment Date prior to the Stated Maturity Date (the “ Permitted Prepayment Date ”), Borrower shall have the right to prepay the Principal in whole but not in part, provided that Borrower gives Lender at least fifteen (15) days’ prior written notice thereof. If any such prepayment is not made on a Payment Date, Borrower shall also pay interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date. Any such prepayment shall be made without payment of the Yield Maintenance Premium.

2.3.5 Prepayments After Default . If after the occurrence and during the continuance of an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth in Section 2.3.1

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hereof and Borrower, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents.

Section 2.4 Release of Property

2.4.1 Release on Defeasance . If Borrower has elected to defease the Note and the requirements of Section 2.3.3 above and this Section 2.4 have been satisfied, the Property shall be released from the Lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Lien, Borrower shall submit to Lender, not less than fifteen (15) days prior to the Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located. In addition, Borrower shall provide all other documentation as a prudent lender would reasonably require to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage and the other Loan Documents, including Lender’s reasonable attorneys’ fees.

2.4.2 Release on Payment in Full . Lender shall, upon the written request and at the expense of Borrower, upon payment in full of the Debt in accordance herewith, release or, if requested by Borrower, assign to Borrower’s designee (without any representation or warranty by and without any recourse against Lender whatsoever), the Lien of the Loan Documents if not theretofore released.

Section 2.5 Payments and Computations

2.5.1 Making of Payments . Each payment by Borrower shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 4:00 p.m., New York City time, on the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any such payment shall be stated to be due on a day that is not a Business Day, such payment shall be made on the first Business Day thereafter. All such payments shall be made irrespective of, and without any deduction, set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges incurred in the collection or enforcement thereof, including attorneys’ fees and court costs.

2.5.2 Computations . Interest payable under the Loan Documents shall be computed on the basis of the actual number of days elapsed over a 360-day year.

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2.5.3 Late Payment Charge . If any Principal, interest or other sum due under any Loan Document is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender (within ten (10) days after the date Lender makes written demand therefor) an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law (the “ Late Payment Charge ”), 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. Such amount shall be secured by the Loan Documents.

ARTICLE 3

CASH MANAGEMENT AND RESERVES

Section 3.1 Cash Management Arrangements

. Borrower shall, on or before May 15, 2007, cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “ Clearing Account ”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “ Clearing Bank ”) as more fully described in the Clearing Account Agreement. Without in any way limiting the foregoing, all Rents received by Borrower or Manager from and after the date hereof shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “ Deposit Account ”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will 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 “ Subaccounts ”). The Deposit Account and any Subaccount 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 3.2 Required Repairs

3.2.1 Completion of Required Repairs

. Borrower shall perform and complete each item of the repairs and environmental remedial work at the Property described on Schedule 1 hereto (the “ Required Repairs ”) within six (6) months of the date hereof or such shorter period of time for such item set forth on Schedule 1 hereto.

3.2.2 Required Repairs Reserves

. On the date hereof, Borrower shall deposit with Lender the aggregate amount set forth on Schedule 1 hereto as being required to complete the Required Repairs and Lender shall cause

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such amount to be transferred to a Subaccount (the “ Required Repairs Subaccount ”). Provided no Event of Default shall have occurred and is then continuing, Lender shall disburse funds held in the Required Repairs Subaccount to Borrower, within fifteen (15) 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 $5,000, accompanied by the following items (which items shall be in form and substance reasonably satisfactory to Lender): (i) an Officer’s Certificate (A) certifying that the Required Repairs or any portion thereof which are the subject of the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (B) identifying each Person that supplied materials or labor in connection with such Required Repairs or any portion thereof and (C) stating that each such Person has been or, upon receipt of the requested disbursement, will be paid in full with respect to the portion of the Required Repairs which is the subject of the requested disbursement; (ii) copies of appropriate Lien waivers or other evidence of payment satisfactory to Lender; (iii) at Lender’s option, if the costs of the repairs exceed $250,000, a title search for the Property indicating that it is free from all Liens not previously approved by Lender; (iv) a copy of each License required to be obtained by Borrower with respect to the portion of the Required Repairs which is the subject of the requested disbursement; and (v) such other evidence as Lender shall reasonably request that the Required Repairs which are the subject of the requested disbursement have been completed and paid for (or will be paid for with such disbursement). Provided no Default or Event of Default shall have occurred and is continuing, upon Borrower’s completion of all Required Repairs in accordance with this Section 3.2 , Lender shall release any funds remaining in the Required Repairs Subaccount, if any, to Borrower

Section 3.3 Taxes and Insurance

. Borrower shall pay to Lender (i) on each Payment Date, one-twelfth (1/12 th ) of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their Delinquency Date, and (ii) (1) for so long as the applicable Blanket Insurance Premium Financing Arrangement remains in full force and effect, on each Payment Date, the Financing Installment for the next occurring payment under the applicable Blanket Insurance Premium Financing Arrangement and/or (2) with respect to any Insurance Premiums not covered by a Blanket Insurance Premium Financing Arrangement, on each Payment Date, one-twelfth (1/12 th ) 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 with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts in (i) and (ii) above hereinafter called the “ Tax and Insurance Impound Funds ”). Such amounts will be transferred by Lender to a Subaccount (the “ Tax and Insurance Subaccount ”). Lender will apply the Tax and Insurance Impound Funds to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.2 hereof and Section 7.1 hereof and/or to payments due to the applicable finance company under the applicable Blanket Insurance Premium Financing Arrangement, as applicable. In making any payment relating to the Tax and Insurance Impound Funds, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), 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 and Insurance Impound Funds shall exceed the

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amounts due for Taxes and Insurance Premiums pursuant to Section 5.2 hereof and Section 7.1 hereof, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Impound Funds. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If at any time Lender determines that the Tax and Insurance Impound Funds is not or will not be sufficient to pay the items set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or expiration of the Policies, as the case may be. All earnings of interest on the Tax and Insurance Impound Funds shall become part of the Tax and Insurance Impound Funds and shall be disbursed in accordance with this Section 3.3 . If Lender so elects at any time, Borrower shall provide, at Borrower’s expense, a tax service contract for the Term issued by a tax reporting agency acceptable to Lender. If Lender does not so elect, Borrower shall reimburse Lender for the cost of making annual tax searches throughout the Term.

Section 3.4 Capital Expense Reserves

. Borrower shall pay to Lender on each Payment Date an amount initially equal to $22,164 (one-twelfth (1/12 th ) of the product obtained by multiplying $0.20 by the aggregate number of rentable square feet of space in the Property). Lender will transfer such amount into a Subaccount (the “ Capital Reserve Subaccount ”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Event of Default is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) 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 $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) 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, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Any such disbursement of more than $100,000 to pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee on such Approved Capital Expenses.

Section 3.5 Rollover Reserve

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. Borrower shall pay to Lender $12,130,000 on the date hereof (the “ Initial Rollover Deposit ”), and Lender shall transfer such funds into a Subaccount (the “ Rollover Reserve Subaccount ”). Additionally, on each Payment Date commencing on June 6, 2009, Borrower shall pay to Lender (for deposit into the Rollover Reserve Subaccount) $110,818 (one-twelfth (1/12 th ) of the product obtained by multiplying $1.00 by the aggregate number of rentable square feet of space in the Property). Borrower shall also pay to Lender (for deposit into the Rollover Reserve Subaccount) all Lease Termination Payments received by Borrower with respect to Material Leases; provided, however, once Borrower has provided to Lender evidence reasonably acceptable to Lender that the space under the Lease that was the subject of such Lease Termination Payment has been re-tenanted and all Approved Leasing Expenses in connection with such space have been paid, Lender shall (provided no Event of Default is then continuing) disburse to Borrower any remaining portion of the subject Lease Termination Payment. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve Subaccount to Borrower, within fifteen (15) 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 $5,000, provided (i) such disbursement is for an Approved Leasing Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such an Approved Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) an Approved Leasing Expense, and a description thereof, (2) 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, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $100,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses.

Section 3.6 Casualty/Condemnation Subaccount

. Borrower shall pay, or cause to be paid, to Lender all Proceeds or Awards due to any Casualty or Condemnation to be transferred to a Subaccount (the “ Casualty/Condemnation Subaccount ”) in accordance with the provisions of Article 7 hereof. All amounts in the Casualty/Condemnation Subaccount shall be disbursed in accordance with the provisions of Article 7 hereof.

Section 3.7 Security Deposits

. Borrower shall keep all security deposits actually paid to Borrower under Leases at a separately designated account under Borrower’s control at the Clearing Bank (and in the case of a letter of credit received after the date hereof, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “ Security Deposit Account ”). After the occurrence of an Event of Default which is continuing, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore

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earned thereon) under Leases, to be held by Lender in a Subaccount (the “ Security Deposit Subaccount ”) subject to the terms of the Leases. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable Lease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount required by the applicable Lease unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Section 3.8 Cash Collateral /DSCR Cash Management Letter of Credit Collateral

3.8.1 Cash Collateral Subaccount

. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the “Cash Collateral Subaccount ”) as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. 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 all sums then on deposit in the Cash Collateral Subaccount to the Debt, 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 which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a prepayment of the Loan (together with any Yield Maintenance Premium applicable thereto).

3.8.2 DSCR Cash Management Letter of Credit Collateral

(a) All DSCR Cash Management Letter of Credit Collateral received by Lender from Borrower in accordance with the definition of “Cash Management Period” 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 the DSCR Cash Management Letter of Credit Collateral 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 shall be subject to the Yield Maintenance Premium,

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if applicable. Borrower shall not be entitled to draw upon any such DSCR Cash Management Letter of Credit Collateral. However, if, as of any Calculation Date, the aggregate outstanding face amount of the DSCR Cash Management Letter of Credit Collateral received by Lender from Borrower in accordance with the definition of “Cash Management Period” is in an amount which is at least $350,000.00 greater than the amount necessary to (i) prevent the triggering of a DSCR Cash Management Period or (ii) end any then-continuing DSCR Cash Management Period, then, provided no Default or Event of Default then exists, Borrower may, at its option, reduce (or replace) the DSCR Cash Management Letter of Credit Collateral with DSCR Cash Management Letter of Credit Collateral which, when utilized in the calculation of the Debt Service component of the Debt Service Coverage Ratio, is in an amount equal to a portion of the then-outstanding Principal such that the Minimum DSCR Threshold would be maintained on the Loan after reduction of Principal in an amount equal to the aggregate outstanding face amount of the reduced (or replaced) DSCR Cash Management Letter of Credit Collateral.

(b) In addition to any other right Lender may have to draw upon DSCR Cash Management Letter of Credit Collateral pursuant to the terms and conditions of Section 3.8.2(a) above, Lender shall have the additional rights to draw in full any Letter of Credit constituting DSCR Cash Management Letter of Credit Collateral: (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) or (iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Approved Bank and Borrower shall not have replaced such Letter of Credit with a Letter of Credit issued by an Approved Bank within twenty (20) days after notice thereof. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any DSCR Cash Management Letter of Credit Collateral 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 due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the applicable Letter of Credit.

Section 3.9 Ground Rent Reserve

. Borrower shall pay to Lender on each Payment Date, an amount that is estimated by Lender to be sufficient to pay any installment of Ground Rent under the Ground Lease which is due before the next Payment Date and Lender will transfer such amounts to a Subaccount (the “ Ground Rent Subaccount ”). Lender will (i) apply the funds in the Ground Rent Subaccount to payments of Ground Rent required to be made by Borrower under the Ground Lease prior to delinquency, or, if requested by Borrower, (ii) reimburse Borrower for such amounts upon presentation of evidence of payment of the same. In making any payment of funds from the Ground Rent Subaccount in accordance with the immediately preceding sentence, Lender may do so according

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to any bill, statement or estimate procured from Ground Lessor, without inquiry into the accuracy of such bill, statement or estimate or into the validity of any claim by Ground Lessor. If at any time Lender determines that the funds then on deposit in the Ground Rent Subaccount are not or will not be sufficient to pay the installments of Ground Rent due prior to the next Payment Date, Lender shall notify Borrower of such determination and shall increase the monthly deposit into the Ground Rent Subaccount by the amount that Lender reasonably estimates is sufficient to make up the deficiency.

Section 3.10 Grant of Security Interest; Application of 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 the Clearing Account, the Deposit Account and all Subaccounts, all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, and all Subaccounts 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 Rents to Lender or (ii) deposit of such Rents into the Deposit Account until such Rents are released to Borrower from the Clearing Account pursuant to this Agreement and the Cash Management Agreement. 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 UCC 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. Provided no Event of Default has occurred and is continuing, at the direction of Borrower, Lender shall deposit the amounts held in the Cash Management Accounts in Permitted Investments selected by Borrower. All investment earnings which accrues on the funds in any Cash Management Account shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Lender shall not be responsible for any losses resulting from the investment of the Funds or for obtaining any specific level or percentage of earnings on such investment. Upon repayment in full of the Debt or defeasance of the Loan, all remaining funds in the Cash Management Accounts, if any, shall be promptly disbursed to Borrower.

Section 3.11 Property Cash Flow Allocation

(a) During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment

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Date as follows in the following order of priority: (i) First , to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof; (ii) Second , to make payment into the Ground Rent Subaccount as required under Section 3.9 hereof; (iii) Third , to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Cash Management Agreement; (iv) Fourth , to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a) , then due to Lender under the Loan Documents); (v) Fifth , to make payments into the Capital Reserve Subaccount if, and as, required under Section 3.4 hereof; (vi) Sixth , to make payments into the Rollover Reserve Subaccount if, and as, required under Section 3.5 hereof; (vii) Seventh , to Borrower the monthly amount set forth in the Approved Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month, plus the amount for Budget Variances (as defined in the Cash Management Agreement); (viii) Eighth , after the consummation of a Securitization, to pay the pro rata portion of the expenses described in Section 9.1.4 hereof; and (ix) Lastly , to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.8 hereof.

(b) The failure of Borrower to make all of the payments required under clauses (i) through (ix) of Section 3.11(a) above in full on each 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 Subaccounts shall not constitute an Event of Default.

(c) Notwithstanding anything to the contrary contained in this Section 3.11 , after the occurrence and continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect. .

Section 3.12 Debt Service Reserve

. On the date hereof, Borrower shall deposit with Lender the amount of $3,000,000 for the purpose of creating a reserve for potential shortfalls in the amount of Rents being available to meet Borrower’s obligation to pay the Monthly Debt Service Payment Amounts due hereunder. Lender shall cause such amount to be transferred to a Subaccount (the “ Debt Service Reserve Subaccount ”). To the extent there are insufficient Rents to pay the Monthly Debt Service Payment Amount pursuant to Section 3.11 hereof on such Payment Date, provided no Event of Default is continuing, Lender shall disburse to itself funds held in the Debt Service Reserve Subaccount to pay such Monthly Debt Service Payment Amount (or the applicable portion thereof), and such disbursement shall be credited towards Borrower’s obligation to pay the Monthly Debt Service Payment Amount (or any portion thereof) due on such Payment Date pursuant to Section 2.2.1 hereof. Any funds remaining on deposit in the Debt Service Reserve Account not previously disbursed or applied shall be released to Borrower upon the date on which Lender has determined that the Property has achieved a Debt Service Coverage Ratio of at least 1.10:1 for two (2) consecutive Calculation Dates. In calculating the Debt Service Coverage Ratio solely for purposes of determining whether or not funds may be released from the Debt Service Reserve Subaccount as contemplated by the preceding sentence, the Net Operating

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Income component of such calculation shall be computed without taking into account the rent payable under any Leases which have an expiration date of December 31, 2009 or earlier, unless the space covered under any such Lease has been re-tenanted (for a term that has commenced on or before January 1, 2010 and extends to at least January 1, 2010) pursuant to a fully executed and binding Lease that has been entered into in accordance with the Loan Documents.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender as of the date hereof that, except to the extent (if any) disclosed on Schedule 2 hereto with reference to a specific Section of this Article 4 :

Section 4.1 Organization; Special Purpose

. Borrower has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own its properties and to transact the business in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, business and operations. Borrower is a Special Purpose Bankruptcy Remote Entity.

Section 4.2 Authorization; Valid Execution and Delivery; Enforceability

. Borrower has taken all necessary actions for the authorization of the borrowing on account of the Loan and for the execution and delivery of the Loan Documents, including, without limitation, that those members of Borrower whose approval is required by the terms of Borrower’s organizational documents have duly approved the transactions contemplated by the Loan Documents and have authorized execution and delivery thereof by the respective signatories. To the best of Borrower’s knowledge, no other consent by any local, state or federal agency is required in connection with the execution and delivery of the Loan Documents. All of the Loan Documents requiring execution by Borrower have been duly and validly executed and delivered by Borrower. All of the Loan Documents constitute valid, legal and binding obligations of Borrower and are fully enforceable against Borrower in accordance with their terms by Lender and its successors, transferees and assigns, subject only to bankruptcy laws, and general principles of equity, insolvency, reorganization, arrangement, moratorium, receivership or other similar laws relating to or affecting the rights of creditors. All consents, approvals, authorizations, orders or filings with any court or governmental agency or body, if any, required for the execution, delivery and performance of the Loan Documents by Borrower have been obtained or made.

Section 4.3 No Conflict/Violation of Law

. The execution, delivery and performance of the Loan Documents by Borrower will not cause or constitute a default under or conflict with the organizational documents of Borrower, Guarantor or any general partner or managing member of Borrower or Guarantor. The execution, delivery and performance of the obligations imposed on Borrower under the Loan

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Documents will not cause Borrower to be in default, including after due notice or lapse of time or both, under the provisions of any agreement, judgment or order to which Borrower is a party or by which Borrower is bound.

Section 4.4 No Litigation

. Except as otherwise disclosed on Schedule 2 hereto, to the best of Borrower’s knowledge there are no pending actions, suits or proceedings, arbitrations or governmental investigations against the Property, an adverse outcome of which would materially affect Borrower’s performance under the Note, this Agreement or the other Loan Documents.

Section 4.5 No Defenses

. The Note, this Agreement, the Mortgage and the other Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense, nor would the operation of any of the terms of the Note, this Agreement, the Mortgage or any of the other Loan Documents, or the exercise of any right thereunder, render this Agreement or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury.

Section 4.6 Title

. Borrower has good leasehold title to the interests in the Property demised under the Ground Lease constituting real property (other than the beneficial interests), and good title to the Equipment, subject to no liens, charges or encumbrances other than the Permitted Encumbrances and liens, charges or encumbrances otherwise expressly permitted by the Loan Documents. The possession of the Property has been peaceful and undisturbed and title thereto has not been disputed or questioned to the best of Borrower’s knowledge. The Permitted Encumbrances do not and will not materially and adversely affect (1) the ability of Borrower to pay in full the principal and interest on the Note in a timely manner or (2) the use of the Property for the use currently being made thereof, the operation of the Property as currently being operated or the value of the Property. Upon the execution by Borrower and the recording of the Mortgage, and upon the filing of UCC-1 financing statements or amendments thereto, the Lender will have a valid first lien on the Property and a valid security interest in the Equipment subject to no liens, charges or encumbrances other than the Permitted Encumbrances and liens, charges or encumbrances otherwise expressly permitted by the Loan Documents.

Section 4.7 No Insolvency or Judgment; No Bankruptcy Filing

. Neither Borrower, nor any general partner or member of Borrower, nor Guarantor of the Loan is currently (a) the subject of or a party to any completed or pending bankruptcy, reorganization or insolvency proceeding; or (b) the subject of any judgment unsatisfied of record or docketed in any court of the state in which the Property is located or in any other court located in the United States. The Loan will not render Borrower nor any general partner or member of Borrower Insolvent. As used herein, the term “ Insolvent ” means that the sum total of all of an entity’s liabilities (whether secured or unsecured, contingent or fixed, or liquidated or unliquidated) is in excess of the value of all such entity’s non-exempt assets, i.e., all of the assets of the entity that are available to satisfy claims of creditors. Borrower is not contemplating either the filing of a

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petition by it under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of its property (a “ Bankruptcy Proceeding ”), and Borrower has no knowledge of any Person contemplating the filing of any such petition against it. In addition, except as described on Schedule 2 attached hereto, neither Borrower nor any principal nor Affiliate of Borrower has been a party to, or the subject of a Bankruptcy Proceeding for the past ten (10) years.

Section 4.8 Misstatements of Fact

. No statement of fact made in the Loan Documents contains any untrue statement of a material fact or omits to state any material fact known to Borrower or its Affiliates necessary to make statements contained herein or therein not misleading. There is no fact presently known to Borrower which has not been disclosed which materially adversely affects, nor as far as Borrower can reasonably foresee, might materially adversely affect the business, operations or condition (financial or otherwise) of Borrower.

Section 4.9 Tax Filings

. To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and, except as otherwise disclosed to Lender in writing, has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower pursuant to such returns or any notice of assessment received by Borrower. Borrower believes that its 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 tax authority upon audit. Borrower does not have any knowledge of any basis for additional assessment with respect to such taxes other than a possible reassessment of the Property for real estate tax purposes resulting from transactions occurring in connection with the acquisition of the Property on or prior to the date hereof.

Section 4.10 ERISA

. As of the date hereof and throughout the Term (i) Borrower is not and will not be an “employee benefit plan,” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, (ii) none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of ERISA), (iii) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (iv) transactions by or with Borrower are not and will not be subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans. As of the date hereof, neither Borrower, nor any member of the “controlled group of corporations” (within the meaning of Section 414 of the Code) that includes Borrower 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)(A) of ERISA).

Section 4.11 Compliance with Applicable Laws and Regulations

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. To Borrower’s knowledge, except as set forth in the engineering reports obtained and submitted to Lender in connection with the Loan and the Phase I Report, all of the Improvements and the use of the Property comply in all material respects with, and shall remain in compliance in all material respects with, all applicable statutes, rules, regulations and private covenants now or hereafter relating to the ownership, construction, use or operation of the Property, including all applicable Prescribed Laws and all applicable statutes, rules and regulations pertaining to requirements for equal opportunity, anti-discrimination, fair housing, environmental protection, zoning and land use and the Improvements comply in all material respects with, and shall remain in compliance in all material respects with, applicable health, fire and building codes. Borrower is not aware of any illegal activities relating to controlled substances on the Property. To Borrower’s knowledge, all certifications, permits, licenses and approvals, including, without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Property as an office building (collectively, the “ Licenses ”), have been obtained and are in full force and effect. To Borrower’s knowledge, all of the Improvements comply with all material requirements of any applicable zoning and subdivision laws and ordinances. To Borrower’s knowledge, in the event that all or any part of the Improvements are destroyed or damaged, said Improvements can be legally reconstructed to their condition prior to such damage or destruction, and thereafter exist for the same use without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special permits. No legal proceedings are pending or, to the knowledge of Borrower, threatened with respect to the zoning of the Property. To Borrower’s knowledge, 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, except as set forth in the Ground Lease or in the Operating Agreements for the benefit of the Property. The use being made of the Property is in conformity with the certificate of occupancy issued for the Property and, to Borrower’s knowledge, all other restrictions, covenants and conditions affecting the Property.

Section 4.12 Contracts

. Except as set forth on Schedule 2 hereto, to Borrower’s knowledge there are no service, maintenance or repair contracts affecting the Property that are not terminable on one (1) month’s notice or less without cause and without penalty or premium. All service, maintenance or repair contracts affecting the Property entered into by Borrower have been entered into at arms-length in the ordinary course of Borrower’s business and provide for the payment of fees in amounts and upon terms comparable to existing market rates.

Section 4.13 Federal Reserve Regulations; Investment Company Act

. 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 that would be inconsistent with such Regulation U or any other regulation of such Board of Governors, or for any purpose prohibited by Legal Requirements or any Loan Document. 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; (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company”

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within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (iii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Section 4.14 Access/Utilities

. To Borrower’s best knowledge, the Property has adequate rights of access to public ways and is served by adequate water, sewer, sanitary sewer and storm drain facilities. Other than as disclosed on the Survey (as hereinafter defined), all public utilities necessary to the continued use and enjoyment of the Property as presently used and enjoyed are located in the public right-of-way abutting the Property, and all such utilities are connected so as to serve the Property without passing over other property. All roads necessary for the full utilization of the Property for its current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of the Property.

Section 4.15 Condition of Improvements

. To Borrower’s knowledge, except as may be expressly disclosed in the engineering reports obtained and submitted to Lender, the Property, including all Improvements, parking facilities, systems, Equipment and landscaping, are in good condition, order and repair in all material respects; and there exists no structural or other material defect or damages to the Property, whether latent or otherwise. Borrower has not received notice from any insurance company or bonding company of any defect or inadequacy in the Property, or any part thereof, which would adversely affect its insurability or cause the imposition of extraordinary premiums or charges thereon or any termination of any policy of insurance or bond. No portion of the Property is located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards. The Property has not been damaged by fire, water, wind or other cause of loss which has not been fully restored in all material respects.

Section 4.16 Leases

. To Borrower’s best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (collectively, the “ Rent Roll ”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. To Borrower’s best 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 (and any existing subleases thereunder) or pursuant to the Ground Lease. As of the date hereof (i) Borrower is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Borrower (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, to Borrower’s knowledge, the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the date hereof; (iv) to Borrower’s best knowledge, each Lease is in full force and effect; (v) to Borrower’s best knowledge, except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan

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(collectively, the “ Tenant Estoppels ”), neither Borrower nor, to Borrower’s knowledge, any tenant under any Lease is in default under any of the material terms, covenants or provisions of the Lease, and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to Borrower’s best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any portion of the Rents; and (vii) to Borrower’s best knowledge, except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for estimated payments of operating expenses and taxes made by tenants in accordance with their Leases, no Rents have been paid more than one (1) month in advance of the due dates thereof. For purposes of the preceding sentence, the term “Lease” shall exclude subleases.

Section 4.17 Fraudulent Transfer

. Borrower (1) has not entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan contemplated by the Loan Documents, the fair saleable value of Borrower’s assets exceed and will, immediately following the execution and delivery of the Loan Documents, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair market value of Borrower’s assets is and will, immediately following the execution and delivery of the Loan Documents, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents 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, without limitation, contingent liabilities 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 4.18 Ownership of Borrower

. As of the date hereof, the sole member of Borrower is the Accommodator. After giving effect to the 1031 Exchange Transfer, the sole member of Borrower will be Maguire Properties Holdings IV, LLC, whose sole member is Maguire Properties Holdings III, LLC, whose sole member is the OP, whose sole general partner is the REIT. The membership interests in Borrower are owned free and clear of all Liens, warrants, options and rights to purchase, other than the 1031 Exchange Transfer. Borrower does not have any obligation to any Person to purchase, repurchase or issue any ownership interest in it, except for the 1031 Exchange Transfer. The organizational chart attached hereto as Schedule 4 is complete and accurate and illustrates all Persons who have a direct ownership interest in Borrower and the OP (both prior to and subsequent to the 1031 Exchange Transaction).

Section 4.19 No Purchase Options

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. To Borrower’s best knowledge, no tenant, person, party, firm, corporation or other entity has an option to purchase the Property, any portion thereof or any interest therein other than options, rights of first refusal and similar rights to lease space in the Improvements granted to a tenant pursuant to its respective Lease or in another writing otherwise delivered to Lender and other than rights of first refusal contained in operating agreements of members of Borrower in favor of members of the members of Borrower in the event of a sale of the Property by Borrower and the 1031 Exchange Transfer.

Section 4.20 Management Agreement

. The Management Agreement is in full force and effect and there is no default or violation by any party thereunder. The fee due under the Management Agreement, and the terms and provisions of the Management Agreement, are subordinate to the Mortgage and Manager agrees to attorn to Lender pursuant to and in accordance with that certain Assignment and Subordination of Management Agreement dated of even date herewith by and among Borrower, Manager and Lender.

Section 4.21 Hazardous Substances

. To Borrower’s knowledge, except as disclosed in the reports identified on Schedule 2 attached hereto and delivered to Lender in connection with the Loan (the “ Environmental Reports ”): (a) the Property is not in violation of any local, state, federal or other governmental authority, statute, ordinance, code, order, decree, law, rule or regulation pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or clean-up including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Resource Conservation and Recovery Act, as amended, the Emergency Planning and Community Right-to-Know Act of 1986, as amended, the Hazardous Substances Transportation Act, as amended, the Solid Waste Disposal Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, the Toxic Substance Control Act, as amended, the Safe Drinking Water Act, as amended, the Occupational Safety and Health Act, as amended, any state super-lien and environmental clean-up statutes (including with respect to Toxic Mold) and all rules and regulations adopted in respect to the foregoing laws (collectively, “ Environmental Laws ”); (b) the Property is not subject to any private or governmental lien or judicial or administrative notice or action or inquiry, investigation or claim relating to hazardous and/or toxic, dangerous and/or regulated, substances, wastes, materials, raw materials which include hazardous constituents, pollutants or contaminants including without limitation, petroleum, tremolite, anthlophylie, actinolite or polychlorinated biphenyls, toxic mold or fungus of a type that may pose a risk to human health or the environment or would materially and negatively impact the value of the Property (“ Toxic Mold ”) and any other substances or materials which are included under or regulated by Environmental Laws or which are considered by scientific opinion to be otherwise dangerous in terms of the health, safety and welfare of humans (collectively, “ Hazardous Substances ”); (c) no Hazardous Substances are or have been (including the period prior to Borrower’s acquisition of the Property) discharged, generated, treated, disposed of or stored on, incorporated in, or removed or transported from the Property other than in compliance with all Environmental Laws; (d) no Hazardous Substances are present in, on or under any nearby real property which could migrate to or otherwise affect the Property and which would reasonably be likely to result in a requirement under applicable Environmental

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Laws to remediate the Property; and (e) no underground storage tanks exist on any of the Property. Notwithstanding anything to the contrary in this Section 4.21 , Borrower and tenants may use and store ordinary amounts of Hazardous Substances at the Property in compliance with all applicable Environmental Laws if such use and storage is in connection with business supplies used by Borrower, a tenant in accordance with the terms of its Lease or in connection with the ordinary cleaning and maintenance of the Property.

Section 4.22 Name; Principal Place of Business

. Borrower does not use and will not use any trade name and has not done and will not do business under any name other than its actual name set forth herein. The principal place of business of Borrower is its primary address for notices as set forth in Section 6.1 hereof, and Borrower does not have any other place of business.

Section 4.23 No Other Obligations

. Borrower does not have any material financial obligation or contingent liabilities under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Property is otherwise bound, other than obligations incurred in the ordinary course of the operation of the Property and other than obligations under the Ground Lease, the Operating Agreements, the Leases, this Agreement and the other Loan Documents that would materially affect Borrower’s performance under the Note, this Agreement or the other Loan Documents.

Section 4.24 Defense of Usury

. Borrower knows of no facts that would support a claim of usury to defeat or avoid its obligation to repay the principal of, interest on, and other sums or amounts due and payable under, the Loan Documents.

Section 4.25 Intentionally Omitted

Section 4.26 Single Tax Lot

. The Property consists of a single lot or multiple tax lots; no portion of said tax lot(s) covers property other than the Property or a portion of the Property and no portion of the Property lies in any other tax lot.

Section 4.27 Special Assessments

. Except as disclosed in the Title Insurance Policy, there are no pending or, to the knowledge of Borrower, proposed special or other assessments for public improvements or otherwise affecting the Property, nor, to the knowledge of Borrower, are there any contemplated improvements to the Property that may result in such special or other assessments.

Section 4.28 No Condemnation

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. No part of any property subject to the Mortgage has been taken in condemnation or other like proceeding to an extent which would impair the value of the Property, the Mortgage or the Loan or the usefulness of such property for the purposes for which it is currently being operated, nor to Borrower’s knowledge, is any proceeding pending, threatened or known to be contemplated for the partial or total condemnation or taking of the Property.

Section 4.29 No Labor or Materialmen Claims

. Except for those improvements and other work performed in the ordinary course of business with respect to which any applicable payments are not more than sixty (60) days past due, to Borrower’s knowledge, all parties furnishing labor and materials for which payment is due and payable as of the date hereof have been paid in full and, except for such liens or claims insured against by the policy of title insurance to be issued in connection with the Loan, there are no mechanics’, laborers’ or materialmens’ liens or claims outstanding for work, labor or materials affecting the Property, whether prior to, equal with or subordinate to the lien of the Mortgage.

Section 4.30 Boundary Lines

. Except as disclosed in the survey of the Property and Improvements delivered to Lender in connection with the funding of the Loan (the “ Survey ”), to Borrower’s knowledge, (i) all of the Improvements which were included in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, (ii) no improvements on adjoining properties encroach upon the Property, and (iii) no easements or other encumbrances upon the Property encroach upon any of the Improvements, so as to materially and adversely affect the value or marketability of the Property except those which are insured against by title insurance.

Section 4.31 Survey

. To Borrower’s knowledge, the Survey does not fail to reflect any material matter affecting the Property or the Improvements or the title thereto.

Section 4.32 Forfeiture

. There has not been and shall never be committed by 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 the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

Section 4.33 Borrower Entity Representations

. Borrower hereby represents, warrants, covenants, with respect to Borrower, from the date of formation of Borrower to the date of this Agreement as follows:

(a) Borrower’s business has been limited solely to (i) acquiring, improving, developing, owning, holding, leasing, financing, operating and managing the Property,

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(ii) entering into financings and refinancings of the Property and (iii) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing.

(b) Borrower has not engaged in any business other than as set forth in (a) above.

(c) Borrower has not owned any asset or property other than (i) the Property, and (ii) incidental personal property reasonably necessary for and used or to be used in connection with the ownership or operation of the Property.

(d) Borrower has not entered into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower, any owner of Borrower, any guarantors of the obligations of Borrower or any Affiliate of any such constituent party, owner or guarantor (individually, a “ Related Party ” and collectively, the “ Related Parties ”), except upon terms and conditions that are commercially reasonable.

(e) Borrower has not made any loans or advances to any Person and has not acquired obligations or securities of any Related Party.

(f) Borrower has paid its debts and liabilities from its assets as the same have become due.

(g) Borrower has done or caused to be done all things necessary to observe organizational formalities and preserve its existence.

(

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