LOAN AGREEMENT

Loan Agreement

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MAGUIRE PROPERTIES INC | Maguire Properties-355 S Grand, LLC

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Title: LOAN AGREEMENT
Governing Law: New York Date: 11/9/2007
Industry: Real Estate Operations Law Firm: Cox Castle;Richards Layton;Morrison Foerster;Latham Watkins Sector: Services

Exhibit 99.1

LOAN AGREEMENT

Dated as of September 12, 2007

Between

MAGUIRE PROPERTIES-355 S. GRAND, LLC,

a Delaware limited liability company,

as Borrower

and

EUROHYPO AG, NEW YORK BRANCH,

as Lender

TABLE OF CONTENTS

		Page

I.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION	1
Section 1.1.	Definitions	1
Section 1.2.	Principles of Construction	26
II.	THE LOAN	27
Section 2.1.	The Loan	27
Section 2.2.	Interest Rate	32
Section 2.3.	Loan Payments	36
Section 2.4.	Prepayments	37
Section 2.5.	Interest Rate Swap	39
Section 2.6.	Guarantee Rights	39
III.	REPRESENTATIONS AND WARRANTIES	40
Section 3.1.	Borrower Representations	40
Section 3.2.	Survival of Representations	52
IV.	BORROWER COVENANTS	52
Section 4.1.	Borrower Affirmative Covenants	52
Section 4.2.	Borrower Negative Covenants	62
V.	INSURANCE, CASUALTY AND CONDEMNATION	66
Section 5.1.	Insurance	66
Section 5.2.	Casualty and Condemnation	71
Section 5.3.	Delivery of Net Proceeds	72
VI.	RESERVE FUNDS	76
Section 6.1.	KPMG Abatement Funds	76
Section 6.2.	Tax Funds	76
Section 6.3.	Insurance Funds	77
Section 6.4.	Capital Expenditure Funds	78
Section 6.5.	Rollover Funds	80
Section 6.6.	Existing Tenant Improvement Funds	81
Section 6.7.	Latham Landlord Work Funds	82
Section 6.8.	Security Interest in Reserve Funds	85

TABLE OF CONTENTS

(continued)

		Page

VII.	PROPERTY MANAGEMENT	86
Section 7.1.	The Management Agreement	86
Section 7.2.	Prohibition Against Termination or Modification	87
Section 7.3.	Replacement of Manager	87
VIII.	TRANSFERS	87
Section 8.1.	Transfer or Encumbrance of Property.	87
IX.	SALE AND SECURITIZATION OF MORTGAGE	92
Section 9.1.	Sale of Mortgage and Securitization	92
Section 9.2.	Securitization Indemnification	94
X.	DEFAULTS	97
Section 10.1.	Event of Default	97
Section 10.2.	Remedies	99
Section 10.3.	Right to Cure Defaults	100
Section 10.4.	Remedies Cumulative	101
Section 10.5.	Latham & Watkins U.S. Bank Tower Lease Takeover Agreement Cash Collateral or Collateral Letter of Credit.	101
XI.	MISCELLANEOUS	105
Section 11.1.	Successors and Assigns	105
Section 11.2.	Lender’s Discretion	105
Section 11.3.	Governing Law	105
Section 11.4.	Modification, Waiver in Writing	107
Section 11.5.	Delay Not a Waiver	107
Section 11.6.	Notices	107
Section 11.7.	Trial by Jury	108
Section 11.8.	Headings	109
Section 11.9.	Severability	109
Section 11.10.	Preferences	109
Section 11.11.	Waiver of Notice	109
Section 11.12.	Remedies of Borrower	109
Section 11.13.	Expenses; Indemnity	110
Section 11.14.	Schedules Incorporated	111

TABLE OF CONTENTS

(continued)

		Page

Section 11.15.	Offsets, Counterclaims and Defenses	111
Section 11.16.	No Joint Venture or Partnership; No Third Party Beneficiaries	111
Section 11.17.	Publicity	112
Section 11.18.	Waiver of Marshalling of Assets	112
Section 11.19.	Waiver of Offsets/Defenses/Counterclaims	112
Section 11.20.	Conflict; Construction of Documents; Reliance	112
Section 11.21.	Brokers and Financial Advisors	113
Section 11.22.	Exculpation	113
Section 11.23.	Prior Agreements	116
Section 11.24.	Servicer	116
Section 11.25.	Joint and Several Liability	117
Section 11.26.	Creation of Security Interest	117
Section 11.27.	Assignments and Participations	117
Section 11.28.	[Reserved]	118
Section 11.29.	Component Notes.	118
Section 11.30.	Approvals; Third Parties; Conditions	119
Section 11.31.	Limitation on Liability of Lender’s Officers, Employees, etc	119
Section 11.32.	Mezzanine Loan Option	120
Section 11.33.	Exclusivity.	121
Section 11.34.	Rating Agency Confirmation	121

iii

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of September 12, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between EUROHYPO AG, NEW YORK BRANCH , the New York branch of a German banking corporation, having an address at 1114 Avenue of the Americas, 29th Floor, New York, New York 10036 (together with its permitted successors and assigns, “ Lender ”), and Maguire Properties-355 S. Grand, LLC, a Delaware limited liability company having an address at 1733 Ocean Avenue, 4th Floor, Santa Monica, California 90401 (together with its permitted successors and assigns “ Borrower ”).

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

W I T N E S S E T H :

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

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

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

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions .

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

“ Access Laws ” shall have the meaning set forth in Section 4.1.18(a) .

“ Accounts ” shall have the meaning set forth in Section 3.1.35(a) .

“ Advance ” means a Latham & Watkins Imputed Rent Advance or a TI/LC Advance.

“ Advance Request ” shall mean a written request substantially in the form of Exhibit B from Borrower to Lender and the Note B Designated Representative, signed by an authorized officer of Borrower and requesting the Note B Designated Representative to instruct the Note B-2 Lender to make an Advance.

“ Affiliate ” shall mean, as to any Person, any other Person that, directly or indirectly is in control of, is controlled by or is under common ownership or control with such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this definition, the term “ control ” means the possession, directly or indirectly, of the power to direct or cause the

direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Affiliated Hedge Party ” means Maguire Properties, L.P., a Maryland limited partnership.

“ Affiliated Manager ” shall mean any managing agent in which Borrower, Borrower Principal, any SPC Party (if any) or any Affiliate of such Persons has, directly or indirectly, any legal, beneficial or economic interest.

“ Agent ” shall mean Bank of the West (and any successor Eligible Institution thereto) or any Eligible Institution.

“ Aggregate Calculated Debt Service ” shall mean, with respect to any particular period of time, the sum of the Calculated Debt Service plus the payments of interest that would be due on a principal balance equal the maximum commitment amount under each a Permitted Mezzanine Loan, assuming interest payments at the greater of (i) an annualized interest rate of 6.5% and (ii) the actual interest rate under each such Permitted Mezzanine Loan for the most recently ended calendar quarter.

“ Aggregate Debt ” shall mean the outstanding principal amount of the Loan and the Permitted Mezzanine Loan, together with all interest accrued and unpaid thereon.

“ Aggregate Debt Service Coverage Ratio ” shall mean a ratio for the applicable period in which:

(i)

the numerator is the Historical Net Operating Income for such period as set forth in the financial statements required in accordance with this Agreement; and

(ii)

the denominator is the Aggregate Calculated Debt Service due for such period.

“ Aggregate Loan to Value Ratio ” shall mean the ratio, as of a particular date, in which the numerator is equal to the Aggregate Debt and the denominator is equal to the appraised value of the Property based on an Appraisal, as determined by Lender in its sole and absolute discretion.

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

“ Alteration Threshold ” shall mean an amount equal to five percent (5%) of the original principal amount of the Loan.

“ Annual Budget ” shall have the meaning set forth in Section 4.1.6 .

“ Applicable Interest Rate ” shall mean, for the initial Interest Period, the Initial Interest Rate and thereafter either (i) the LIBOR Interest Rate plus the Spread with respect to any period

when the Loan is a LIBOR Loan or (ii) the Substitute Rate plus the Substitute Spread with respect to any period when the Loan is a Substitute Rate Loan.

“ Appraisal ” shall mean an appraisal of the Property in its then “as is” condition, prepared not more than ninety (90) days prior to the Closing Date (or other relevant date with respect to an updated Appraisal or an Appraisal with respect to the Property) by an appraiser selected by Lender, which appraisal (i) shall meet the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA), and (ii) otherwise shall be in both form and substance satisfactory to Lender in its sole and absolute discretion.

“ Approved Fund ” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) Lender, (b) an Affiliate of Lender or (c) an entity or an Affiliate of an entity that administers or manages Lender.

“ Approved Transferee ” means a Person who (i) is not and has not, within the preceding two (2) years, been adverse to any Note B Lender in any judicial, arbitral or similar proceeding, (ii) is not a Prohibited Person, and (iii) in the event that the Guarantor or REIT shall no longer own at least fifty-one percent (51%) of the direct or indirect ownership interests in Borrower as a result of a transfer permitted hereunder, is an Institutional Investor.

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

“ Assignment of Letter of Credit ” shall mean an assignment and/or security agreement in form and content acceptable to Lender, executed by a Person that is assigning to and granting a security interest in a Tenant Letter of Credit in favor of Lender that names such Person as account party and/or beneficiary.

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

“ Assignment of Protection Agreement ” shall mean that certain Collateral Assignment of Interest Rate Protection Agreement dated the date hereof among Borrower and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

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

“ Basic Carrying Costs ” shall mean the sum of the following costs associated with the Property for the relevant Fiscal Year or payment period: (i) Taxes and (ii) Insurance Premiums.

“ Borrower Principal ” shall mean any of Maguire Properties, Inc. or Maguire Properties L.P.

“ Breakage Costs ” shall have the meaning set forth in Section 2.2.3(g) .

“ Broker ” shall have the meaning set forth in Section 11.21 .

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in (i) the State of New York, (ii) the state where the corporate trust office of the Trustee is located, or (iii) the state where the servicing offices of the Servicer are located.

“ Calculated Debt Service ” shall mean, with respect to any particular period of time, the payments of interest that would be due on a principal balance equal to the Facility Amount, calculated on an annualized basis assuming interest payments at the greater of (i) an annualized interest rate of 6.50% and (ii) the actual interest rate under the Notes for the most recently ended calendar quarter.

“ Capital Expenditures ” for any period shall mean amounts expended for replacements and alterations to the Property and required to be capitalized according to GAAP.

“ Capital Expenditure Funds ” shall have the meaning set forth in Section 6.4.1 .

“ Capital Expenditures Work ” shall mean any labor performed or materials installed in connection with any Capital Expenditure.

“ Capped LIBOR Rate ” shall mean 5.564% per annum.

“ Cash Management Agreement ” shall mean that certain Cash Management Agreement of even date herewith among Lender, Borrower, Manager and Agent.

“ Cash Trap Period ” shall the period of time commencing with the occurrence of an Event of Default and continuing until the later of (i) the date on which such Event of Default (and any Default or other Event of Default that may have occurred subsequent thereto) no longer exists or (ii) the date on which the Debt Service Coverage Ratio shall be at or above 1.10:1.00 for a period of at least four (4) consecutive calendar quarters.

“ Casualty ” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof.

“ Casualty Consultant ” shall have the meaning set forth in Section 5.3.2(c) .

“ Casualty Retainage ” shall have the meaning set forth in Section 5.3.2(d) .

“ Change of Control ” means:

(a) in the case of Guarantor, the occurrence of any change such that REIT no longer Controls Guarantor; and

(b) in the case of REIT, the occurrence of a change in the composition of the governing body of REIT such that a majority of the members of any such governing body (i) were not members of such governing body on the date of this Agreement and (ii) were not (A) nominated for election or elected to such governing body with the affirmative vote of a majority of the members who were either members of such governing body on the date of this Agreement or whose nomination or election was previously so approved or (B) nominated to such governing body with the affirmative vote of a nominating committee, the majority of the members of which were (x) members of such governing body on the date of this Agreement, (y) members whose nomination was previously so approved by such a nominating committee and/or (z) members whose nomination or election was previously approved in accordance with the immediately preceding clause (A).

“ Closing Date ” shall mean the date of the initial funding of the Loan.

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

“ Collateral Letter of Credit ” shall mean a clean, irrevocable and unconditional standby letter of credit that is (a) issued in favor of Lender in the amount required pursuant to Section 10.5 , (b) issued by (i) an issuer reasonably satisfactory to Lender and which has a paying office in the City of New York and a senior unsecured debt rating with respect thereto of “A+” or better by S&P or (ii) such other issuer as shall be approved by Lender in its sole and absolute discretion, (c) drawable, in whole or in part from time to time, by Lender upon the presentment to the issuer of a clean sight draft demanding such payment, (d) an “evergreen” letter of credit that initially has an expiration date of at least one (1) year from the date of deposit and is automatically renewed from year to year or one which does not expire until at least thirty (30) Business Days after the Maturity Date, (e) assignable by Lender in the ordinary course and in compliance with the issuer’s usual and customary procedures for assignment at no cost and expense that is not required to be reimbursed by Borrower pursuant to Section 11.13 hereof, and (f) otherwise reasonably satisfactory to Lender.

“ Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“ Control ” shall mean the power or ability to direct or cause the direction of management or policies of a Person, directly or indirectly, subject to approvals for customary major decisions, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise.

“ Controlled Account ” shall mean one or more deposit accounts established by the Lender at a Depository Bank that is acceptable to Lender, and which is established and maintained in accordance with Section 10.5 hereof.

“ Controlled Account Agreement ” shall have the meaning set forth in Section 10.5 .

“ Controlled Account Collateral ” shall have the meaning set forth in Section 10.5 .

“ Counterparty ” shall mean (a) the counterparty under the Interest Rate Protection Agreement and (b) a Person that guarantees such counterparty’s obligations under the Interest Rate Protection Agreement or otherwise provides to such counterparty credit support acceptable to Lender or, after a Securitization, the Rating Agencies, provided, however, that such guarantor shall be deemed the “Counterparty” for so long as the long-term credit rating issued by the Rating Agencies to such guarantor is better than the long-term credit rating of the actual counterparty under the Interest Rate Protection Agreement.

“ Covered Disclosure Information ” shall have the meaning set forth in Section 9.2(b) .

“ Debt ” shall mean the outstanding principal amount of the Loan together with all interest accrued and unpaid thereon and all other sums (including, without limitation, the Spread Maintenance Premium, any Breakage Costs, all obligations of Borrower to perform under the Latham & Watkins U.S. Bank Tower Lease Takeover Agreement and all obligations of Borrower under Section 10.5 hereof) due by Borrower in respect of the Loan under the Notes, this Agreement, the Mortgage, the Environmental Indemnity or any other Loan Document.

“ Debt Service Coverage Ratio ” shall mean a ratio for the applicable period in which:

(i)

the numerator is the Historical Net Operating Income for such period as set forth in the financial statements required in accordance with this Agreement; and

(ii)

the denominator is the Calculated Debt Service due for such period.

“ Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“ Default Rate ” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) five percent (5%) above the Applicable Interest Rate.

“ Depository Bank ” shall mean at any time any depository bank which is party to a Controlled Account Agreement, which bank shall be an Eligible Institution (as defined in the Cash Management Agreement) which is acceptable to Lender.

“ Determination Date ” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15th) day of the month in which such Interest Period commences; provided, however, that Lender shall have the right to change the Determination Date to any other day upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change.

“ Disclosure Document ” shall have the meaning set forth in Section 9.2 .

“ Eligible Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000.00 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligible Assignee ” means any of (i) a commercial bank organized under the laws of the United States, or any state thereof, and having (x) total assets in excess of $1,000,000,000 and (y) a combined capital and surplus of at least $250,000,000; (ii) a commercial bank organized under the laws of any other country which is a member of the Organization of Economic Cooperation and Development (“ OECD ”), or a political subdivision of any such country, and having (x) total assets in excess of $1,000,000,000 and (y) a combined capital and surplus of at least $250,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of OECD; (iii) a life insurance company organized under the laws of any state of the United States, or organized under the laws of any country and licensed as a life insurer by any state within the United States and having admitted assets of at least $1,000,000,000; (iv) a nationally recognized investment banking company or other financial institution in the business of making loans, or an Affiliate thereof (other than any Person which is directly or indirectly a Restricted Party or directly or indirectly an Affiliate of any Restricted Party) organized under the laws of any state of the United States, and licensed or qualified to conduct such business under the laws of any such state and having (1) total assets of at least $1,000,000,000 and (2) a net worth of at least $250,000,000; (v) an Approved Fund; (vi) or a Related Entity of Lender; or (vii) any other Person reasonably acceptable to Borrower (to the extent Borrower’s consent to an assignment is required for an assignment to a Person other than those identified in clauses (i) through (vi) above, pursuant to Section 11.27 , and provided that all other applicable conditions to such assignment set forth in Section 11.27 have been satisfied).

“ Eligibility Requirements ” means, with respect to any Person, that such Person (i) has total assets (in name or under management) in excess of $600,000,000.00 and (except with respect to a pension advisory firm, asset manager or similar fiduciary) capital/statutory surplus or shareholder’s equity of $250,000,000.00 and (ii) is regularly engaged in the business of making or owning commercial real estate loans (including mezzanine loans with respect to commercial real estate) or operating commercial properties.

“ Eligible Institution ” shall mean Bank of the West (so long as its credit rating for long term unsecured debt obligations does not fall below the ratings in effect as of the date hereof) or a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P and having at least the equivalent rating from one of the two other Rating Agencies 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.

“ Environmental Indemnity ” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender.

“ Environmental Report ” shall mean that certain Environmental Phase I Report prepared by EMG, dated August 18, 2007.

“ Equipment ” shall have the meaning set forth in the granting clause of the Mortgage.

“ ERISA ” shall have the meaning set forth in Section 4.2.7 .

“ Event of Default ” shall have the meaning set forth in Section 10.1(a) .

“ Exchange Act ” shall have the meaning set forth in Section 9.2 .

“ Executive Order ” shall have the meaning set forth in the definition of “ Prohibited Person ”.

“ Existing Tenant Improvement Funds ” shall have the meaning specified in Section 6.6 .

“ Facility Amount ” shall mean Four Hundred Million Dollars ($400,000,000).

“ Fee Letter ” shall have the meaning set forth in Section 4.1.16 .

“ Fiscal Year ” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“ Fitch ” shall mean Fitch, Inc. and its successors.

“ Foreign Taxes ” shall have the meaning set forth in Section 2.2.3(d) .

“ Future Advances ” shall have the meaning set forth in Section 2.1.8 .

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

“ Governing Law State ” shall mean the State of New York.

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

“ Gross Income from Operations ” shall mean, for any period, all income, computed in accordance with GAAP, derived from the ownership and operation of the Property from whatever source during such period, including, but not limited to, Rents, utility charges, escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking fees, any and all payments received pursuant to and in accordance with the Interest Rate Protection Agreement, pass-through or reimbursements paid by tenants under the Leases of any nature but excluding Rents from month-to-month tenants or tenants that are included in any voluntary or involuntary bankruptcy case pursuant to the Bankruptcy Code is currently pending (unless the debtor in such bankruptcy case or another Person has assumed the obligations under such lease pursuant to a confirmed plan of reorganization for which an order approving such plan of reorganization has been entered), sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Net Proceeds (other than business interruption or other loss of income insurance), and any disbursements to Borrower from the Tax Funds, Insurance Funds, the Capital Expenditure Funds, the Rollover Funds, the Existing Tenant Improvement Funds or any other escrow fund established by the Loan Documents.

“ Guarantor ” shall mean Maguire Properties, L.P.

“ Guarantee ” shall mean either the Recourse Guarantee, or the Latham & Watkins U.S. Bank Tower Lease Guarantee, or both.

“ Historical Net Operating Income ” shall mean, for any period, (a) the sum of (i) Rents from Leases under which the tenants are in Occupancy or who have executed Leases and are expected to be in Occupancy within three (3) months or less from the date of determination provided those tenants take occupancy within three months (or less), (ii) the amount of any Latham & Watkins Imputed Rent Advance required to be released by Lender for such period, (iii) the amount of abated rent under the KPMG Lease for such period, and (iv) any contractual rent increases under the Leases referred to in clause (i) scheduled to occur in the next twelve (12) months following the date of determination (with any applicable percentage rental revenue being based upon the most recently ended 12-month period), determined in accordance with GAAP,

but without taking into account straight-lining of rents and extraordinary revenues (including, but not limited to lease termination payments) (provided that in no event shall the Rents taken into account in this clause (a) be based on straight-lining of rents or include Rents from month-to-month tenants, or from tenants in bankruptcy, or from tenants in monetary default for sixty (60) days or more under their Leases, or from tenants with Leases expiring within six (6) months of the applicable test date (unless the applicable tenant has an executed letter of intent for an extension or provided written confirmation of its election to exercise a renewal option), and the Rents taken into account in this clause (i) shall be adjusted for a deemed vacancy factor equal to five percent (5%) of the revenues referred to in clause (a) for the applicable period (if the actual vacancy factor is less)) minus (b) the sum of all annualized Operating Expenses during the applicable period, including, without duplication, (i) annualized insurance premiums allocable to the applicable period, (ii) annualized real estate taxes allocable to the applicable period, (iii) capital expenses at an imputed annual rate of $0.15 per rentable square foot allocable to the applicable period, and (iv) management fees (in the amount equal to the greater of (1) management fees actually paid during the applicable period, and (2) an imputed rate of two percent (2.00%) of annualized revenues referred to in clause (a) allocable to the applicable period). Historical Net Operating Income shall in no event include extraordinary non-recurring revenues (such as lease termination payments) or expenses (it being understood that any payments that Borrower makes to U.S. Bank Tower owner pursuant to the Latham & Watkins U.S. Bank Tower Lease Takeover Agreement are deemed as extraordinary non-recurring expenses), or any debt service payable with respect to the Loan.

“ Improvements ” shall have the meaning set forth in the granting clause of the Mortgage.

“ Indebtedness ” shall mean, for any Person, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests, (iv) all indebtedness guaranteed by such Person, directly or indirectly, (v) all obligations under leases that constitute capital leases for which such Person is liable, and (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss.

“ Indemnified Liabilities ” shall have the meaning set forth in Section 11.13(b) .

“ Independent Director ” shall have the meaning set forth in Section 3.1.24(q) .

“ Independent Manager ” shall have the meaning set forth in Section 3.1.24(q) .

“ Initial Interest Rate ” shall mean, with respect to any Note, the initial interest rate stated in such Note.

“ Insolvency Opinion ” shall mean that certain bankruptcy non-consolidation opinion letter, dated the date hereof, rendered by Richards, Layton & Finger, P.A. in connection with the Loan.

“ Institutional Investor ” means one or more of the following:

(a) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (a) satisfies the Eligibility Requirements;

(b) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (b) satisfies the Eligibility Requirements;

(c) an institution substantially similar to any of the entities described in clauses (c) or (d) that satisfies the Eligibility Requirements;

(d) any entity Controlling or Controlled by or under common Control with any of the entities described in clauses (a) , (b) or (c) above (for these purposes, “ Control ” of one Person (the “ controlled Person ”) by another Person (the “ controlling Person ”) shall mean the possession, directly or indirectly, by the controlling Person of the power or ability to direct or cause the direction of the management or policies of the controlled Person, whether through the ability to exercise voting power, by contract or otherwise (“ Controlled ” and “ Controlling ” each have the meanings correlative thereto)); or

(e) an investment fund, limited liability company, limited partnership or general partnership (a “ Permitted Investment Fund ”) where a Permitted Fund Manager or an entity that is otherwise an Institutional Investor described in clauses (a) , (b) , (c) or (d) above investing through a fund with committed capital of at least $250,000,000.00 acts as the general partner, managing member or fund manager and at least fifty percent (50%) of the equity interests in such Permitted Investment Fund are owned, directly or indirectly, by one or more of the following: an Institutional Investor or an institutional “accredited investor”, within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended, and/or a “qualified institutional buyer” or both within the meaning of Rule 144A promulgated under the Securities Exchange Act of 1934, as amended (provided each institutional “accredited investor” or “qualified institutional buyer” meets the Eligibility Requirements).

“ Insurance Funds ” shall have the meaning set forth in Section 6.3.1 .

“ Insurance Premiums ” shall have the meaning set forth in Section 5.1.1(b) .

“ Interest Period ” shall mean, in connection with the calculation of interest accrued with respect to any specified Monthly Payment Date, the period from and including the ninth (9th) day of the prior calendar month to and including the eighth (8th) day of the calendar month in which the applicable Monthly Payment Date occurs; provided, however, that with respect to the

Monthly Payment Date occurring in September, 2007, the Interest Period shall be the period commencing on the Closing Date to and including October 8, 2007. Each Interest Period, except for the Interest Period ending October 8, 2007, shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period. Notwithstanding anything to the contrary, in the event Lender exercises its right to change the Monthly Payment Date in accordance with the terms of the definition thereof, the commencement dates and dates of each subsequent Interest Period hereunder shall change accordingly whereby the Interest Period thereafter shall commence on the Monthly Payment Date of the preceding calendar month and terminate on the day immediately preceding the Monthly Payment Date of the current calendar month (by the way of example, in the event Lender changes the Monthly Payment Date to the tenth (10th) day of the calendar month, the Interest Period thereafter, with respect to any Monthly Payment Date, shall commence on the tenth (10th) day of the preceding calendar month and terminate on the ninth (9th) day of the current calendar month).

“ Interest Rate Protection Agreement ” shall mean one or more interest rate hedge agreements (together with the confirmation and schedules relating thereto) in form and substance satisfactory to Lender, between Borrower (but only if such hedge agreement is a rate cap under which the sole obligation of Borrower is to make payment of an up-front premium) or Guarantor (if such hedge agreement is a swap agreement or other hedge agreement other than a rate cap under which the sole obligation of Borrower is to make payment of an up-front premium) and, subject to Section 4.1.12 , Bank of America N.A. or a Counterparty reasonably acceptable to Lender with a Minimum Counterparty Rating, and all amendments, restatements, replacements, supplements and modifications thereto.

“ Interest Shortfall ” shall have the meaning specified in Section 2.4.1(b) .

“ Issuing Bank ” shall mean, with respect to a Tenant Letter of Credit, the Person issuing such Tenant Letter of Credit.

“ Issuing Bank Acknowledgment ” shall mean a written acknowledgment from an Issuing Bank acceptable to Lender in form and substance acknowledging the Lender’s collateral assignment of and security interest in a Tenant Letter of Credit issued by such Issuing Bank.

“ KPMG Abatement Funds ” shall have the meaning specified in Section 6.1 .

“ KPMG ” shall have the meaning specified in Section 11.22(xv) .

“ KPMG Lease ” shall mean that certain lease agreement with KPMG LLP, a Delaware limited liability partnership (formerly known as KPMG Peat Marwick LLP), as tenant, with respect to space at the Property, dated June 1, 1998, as modified, amended, supplemented and in effect from time to time.

“ Latham Landlord Work ” shall have the meaning set forth in Section 6.7.1 .

“ Latham Landlord Work Budget ” shall have the meaning set forth in Section 6.7.2 .

“ Latham Landlord Work Funds ” shall have the meaning set forth in Section 6.7.1 .

“ Latham & Watkins Commencement Date ” shall have the meaning set forth in Section 2.1.8 .

“ Latham & Watkins Lease ” shall mean that certain lease agreement executed on or before the date hereof with Latham & Watkins LLP, as tenant, for approximately 292,328 square feet of office space and 4,422 square feet of storage space at the Property.

“ Latham & Watkins Imputed Rent Advance ” shall have the meaning set forth in Section 2.1.8 .

“ Latham & Watkins U.S. Bank Tower Lease Guarantee ” shall mean that certain Latham & Watkins U.S. Bank Tower Lease Guarantee of even date herewith from Guarantor for the benefit of Lender with respect to the obligations of Borrower under the Latham & Watkins U.S. Bank Tower Lease Takeover Agreement.

“ Latham & Watkins U.S. Bank Tower Lease Takeover Agreement ” shall mean that certain Assignment and Assumption Agreement dated as of June 29, 2007, entered into between Latham & Watkins LLP and Maguire Partners-355 S. Grand LLC, a Delaware limited liability company (as predecessor in interest to Borrower) with respect to payment of rent due under the lease agreements with Latham & Watkins LLP, as tenant, for space at the U.S. Bank Tower located at 633 West Fifth Street, Los Angeles, California which are described on Exhibit A to such Assignment and Assumption Agreement (the “ Latham & Watkins U.S. Bank Tower Lease ”).

“ Lease ” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Property, and every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

“ Leasing Guidelines ” shall mean the Leasing Guidelines described in Schedule IV attached hereto.

“ Legal Requirements ” shall mean all applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower or the Property or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all applicable covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting the Property or any part thereof, including, without limitation, any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“ Lender Group ” shall have the meaning set forth in Section 9.2 .

“ Lender Indemnitees ” shall have the meaning set forth in Section 11.13(b) .

“ Lender’s Notice ” shall have the meaning set forth in Section 2.2.3(b) .

“ Liabilities ” shall have the meaning set forth in Section 9.2 .

“ LIBOR ” shall mean, with respect to each Interest Period, the rate (calculated by Lender, expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/32 of 1%) for deposits in United States dollars for a one-month period, which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the applicable Determination Date. If such rate does not appear on Telerate Page 3750 as of 11:00 a.m., London time, on the applicable Determination Date, LIBOR for the next Interest Period and such Determination Date, the Lender will request the principal London office of any four (4) major reference banks in the London interbank market selected by the Lender to provide such reference bank's offered quotation to prime banks in the London interbank market for deposits in United States dollars for a one (1) month period as of 11:00 a.m., London time, on such Determination Date in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time. If at least two such offered quotations are so provided, LIBOR will be the arithmetic mean of such quotations. If fewer than two (2) such quotations are so provided, the Lender will request any three (3) major banks in New York City selected by the Lender to provide such bank's rate for loans in United States dollars to leading European banks for a one (1) month period as of approximately 11:00 a.m., New York City time, on the applicable Determination Date for amounts in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time. If at least two (2) such rates are so provided, LIBOR will be the arithmetic mean of such rates. LIBOR shall be determined conclusively (absent manifest error) by Lender or its agent.

“ LIBOR Interest Rate ” shall mean with respect to each Interest Period the quotient of (i) LIBOR applicable to the Interest Period divided by (ii) a percentage equal to 100% minus the Reserve Requirement applicable to the Interest Period.

“ LIBOR Loan ” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at LIBOR Interest Rate plus the Spread in accordance with the provisions of Article II hereof.

“ Lien ” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting any of Borrower’s right, title and/or interest in or to the Property or any portion thereof or Borrower, or any interest therein, including, without limitation, 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 ” shall mean the loan in the maximum principal amount of the Facility Amount to be made by Lender to Borrower pursuant to this Agreement evidenced by the Notes and secured by the Mortgage, together with all sums due or to become due thereunder.

“ Loan Documents ” shall mean, collectively, this Agreement, the Notes, the Mortgage, the Assignment of Leases, the Cash Management Agreement, the Environmental Indemnity, the Guarantee, the Assignment of Protection Agreement, the Assignment of Management Agreement and any other document pertaining to the Property as well as all other documents now or hereafter executed and/or delivered in connection with the Loan.

“ Loan to Value Ratio ” shall mean the ratio, as of a particular date, in which the numerator is equal to the outstanding principal balance of the Debt and the denominator is equal to the appraised value of the Property based on an Appraisal, as determined by Lender in its sole and absolute discretion.

“ Lockout Period ” shall have the meaning set forth in Section 2.4.1 .

“ London Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England or New York, New York are not open for business.

“ Major Lease ” shall mean any Lease (i) covering 25,000 square feet or more at the Property, (ii) made with a Tenant that is a Tenant under another Lease at the Property or that is an Affiliate of any other Tenant under a Lease at the Property, if the Leases together cover 25,000 square feet or more, or (iii) with a Tenant that is paying base rent in an amount equal to or exceeding five percent (5%) of the Gross Income from Operations.

“ Management Agreement ” shall mean that certain management agreement entered into by and between Borrower and the Manager, pursuant to which the Manager is to provide management and other services with respect to the Property.

“ Manager ” shall mean Maguire Properties, L.P. or any other manager approved in accordance with the terms and conditions of the Loan Documents.

“ Material Adverse Effect ” shall mean any material adverse effect upon (i) the business operations, economic performance, assets, financial condition, equity, contingent liabilities, prospects, material agreements or results of operations of Borrower, Guarantor or the Property, (ii) the ability of Borrower or Guarantor to perform all monetary obligations and perform, in all material respects, its material non-monetary obligations under each of the Loan Documents, (iii) the enforceability or validity of any Loan Document, the perfection or priority of any Lien created under any Loan Document or the remedies of the Lender under any Loan Document or (iv) the value of, or cash flow from the Property or the operations thereof.

“ Material Agreements ” shall mean (i) each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Property (other than the Management Agreement and the Leases) that require the payment by Borrower of a minimum annual amount of $1,000,000 and (ii) any easements, declarations or covenants, conditions and/or restrictions and other agreements which

affect the Property, in law or in equity, including without limitation the following: (A) the REA; (B) that certain Covenant and Agreement Re – Central Plant dated as of December 20, 1982, by and between Maguire Partners-Crocker Properties Phase I, a California limited partnership, and Maguire Partners-Crocker Properties-South Tower, a California limited partnership, recorded in the Official Records on December 22, 1982 as Instrument No. 82-1279466 (the “ Central Plant REA ”); (C) that certain Reciprocal Grant of Easements and Declaration of Establishment of Restrictions and Covenants – Parcels X-2(a) and X-2(b) dated as of September 25, 1981, by and between Maguire Partners-Crocker Properties-South Tower, a joint venture, The RHF Bunker Hill Corporation, a California non-profit corporation, and The Community Redevelopment Agency of the City of Los Angeles, California, a public body corporate and politic (the “CRA”), and recorded in the Official Records on February 12, 1982, as Instrument no. 82-160076, as amended by that certain First Amendment to Reciprocal Grant of Easements and Declaration of Establishment of Restrictions and Covenants – Parcels X-2(a) and X-2(b) and Lot 4 of Tract 30781 dated as of November 14, 1986 and recorded in the Official Records on November 20, 1986 as Instrument No. 86-1609429; (D) that certain Covenant and Agreement Regarding Maintenance of Off-Street Parking Space dated as of July 11, 1988, executed by Maguire/Thomas Partners-South Tower, a California limited partnership, and recorded in the Official Records on July 28, 1988, as Instrument No. 88-1190527; (E) that certain Covenant and Agreement Regarding Maintenance of Off-Street Parking space dated as of July 25, 1988, executed by System Parking Inc., a California corporation, and Cullen-Los Angeles, Inc., a California corporation, and recorded in the Official Records on November 22, 1989, as Instrument No. 89-1888018; (F) that certain Covenant and Agreement Regarding Maintenance of Off-Street Parking Space dated as of July 12, 1988, executed by Maguire/Thomas Partners-South Tower, a California limited partnership, and recorded in the Official Records on July 28, 1988, as Instrument No. 88-1190526; and (G) that certain Agreement Containing Covenants Affecting Real Property in Connection with Certificate of Completion dated as of November 21, 1984, executed by Maguire Partners-Crocker Properties-South Tower, a California limited partnership, and the CRA and recorded in the Official Records on November 27, 1984, as Instrument No. 84-1395719.

“ Maturity Date ” shall mean October 9, 2012 or such other date on which the final payment of principal of the Notes become due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“ Maximum Legal Rate ” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Notes and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“ Mezzanine Borrower ” shall have the meaning set forth in Section 11.32 .

“ Mezzanine Lender ” shall have the meaning set forth in Section 11.32 .

“ Mezzanine Loan ” shall have the meaning set forth in Section 11.32 .

“ Mezzanine Option ” shall have the meaning set forth in Section 11.32 .

“ Minimum Counterparty Rating ” shall mean a credit rating from S&P and Fitch of at least “AA” and from Moody’s of at least “Aa2;” provided, however, that if Eurohypo AG is the Counterparty, the Minimum Counterparty Rating shall mean a credit rating from S&P and Fitch of at least “A” and from Moody’s of at least “Aa3.” .

“ Minimum Disbursement Amount ” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000.00).

“ Monthly Payment Date ” shall mean the ninth (9 th ) day of each calendar month during the term of the Loan or, if such day is not a Business Day, the immediately preceding Business Day, provided, however, that Lender shall have the right to change the Monthly Payment Date to another day that is not earlier than the sixth (6 th ) day of the calendar month or later than the fifteenth (15 th ) day of the calendar month upon notice to Borrower (in which event such change shall then be deemed effective on the date so designated in such notice) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

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

“ Mortgage Borrower ” shall have the meaning set forth in Section 11.32 .

“ Mortgage Lender ” shall have the meaning set forth in Section 11.32 .

“ Mortgage Loan ” shall have the meaning set forth in Section 11.32 .

“ Net Cash Flow ” shall mean, for any period, the amount obtained by subtracting Operating Expenses for such period from Gross Income from Operations for such period.

“ Net Proceeds ” shall mean: (i) the net amount of all insurance proceeds payable as a result of a Casualty to the Property, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such insurance proceeds, or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Award.

“ Net Proceeds Deficiency ” shall have the meaning set forth in Section 5.3.2(f) .

“ North Tower Owner ” shall mean North Tower, LLC, a Delaware limited liability company.

“ Note A ” shall have the meaning set forth in Section 2.1.3 .

“ Note A-1 ” shall have the meaning set forth in Section 2.1.3 .

“ Note A-2 ” shall have the meaning set forth in Section 2.1.3 .

“ Note B Designated Representative ” shall mean Eurohypo AG, New York Branch or a replacement representative designated by the Note B Lenders in accordance with any applicable co-lender agreement among the Note B Lenders.

“ Note B Lenders ” shall mean, collectively, the holders, from time to time, of Note B-1 and Note B-2 and any substitute promissory notes thereto.

“ Note B-1 ” shall have the meaning set forth in Section 2.1.3 .

“ Note B-2 ” shall have the meaning set forth in Section 2.1.3 .

“ Note B-2 Lender ” shall mean the holders, from time to time, of Note B-2 and any substitute promissory notes thereto.

“ Notes ” shall have the meaning set forth in Section 2.1.3 .

“ Notice ” shall have the meaning set forth in Section 11.6 .

“ Occupancy ” or “ Occupy ” or “ Occupied ” means (a) with respect to any tenant which is not an Affiliate of Borrower (other than third party tenants and licensees covered by clause (b) below), such tenant shall (i) be party to a bona fide arm’s length Lease with an initial lease term of not less than three (3) years and meeting the standards of the Leasing Guidelines, (ii) have accepted (or been deemed to have accepted in accordance with the terms of its lease) the delivery of all of the space to be demised under the terms of its respective lease, including any tenant improvements to be performed by Borrower, subject in each case to Punch List Items, and (iii) have actually occupied such space, begun the operation of its business from such space and paying Rent thereunder, and (b) with respect to any third party tenant or licensee of the signage or third party antenna tenants or licensees at the Property, such licensee or tenant, as applicable, shall have accepted the delivery of all of its respective premises, including any tenant improvements to be performed by Borrower. Notwithstanding anything to the contrary set forth above, those tenants under the leases that are identified on the rent roll delivered to Lender in connection with the Closing Date shall be deemed to be in “Occupancy” on the Closing Date.

“ Officer’s Certificate ” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower.

“ Operating Agreements ” shall mean the REA, and any other covenants, restrictions or agreements of record relating to the construction, operation or use of the Property.

“ Operating Expenses ” shall mean, for any period, the total of all expenditures (computed for purposes of the definition of Historical Net Operating Income in accordance with GAAP but for all other purposes under the Loan Documents on a cash accounting basis), of whatever kind during such period relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance premiums, license fees, property taxes and assessments, advertising expenses, management fees, payroll and related taxes,

computer processing charges, tenant improvements, leasing commissions and normalized capital expenditures (but only to the extent funded from Gross Income from Operations), operational equipment or other lease payments as approved by Lender, and other similar costs, but excluding from such calculation depreciation, debt service and interest costs, Capital Expenditures, and contributions to Capital Expenditure Funds, the Tax Funds, Insurance Funds, the Rollover Funds, the Existing Tenant Improvement Funds and any other reserves required under the Loan Documents.

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

“ Outside Future Advance Date ” shall mean December 31, 2008, which date shall be subject to extension as a result of Unavoidable Delay, but not to a date later than February 28, 2009.

“ Patriot Act ” shall mean collectively all laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56).

“ Permitted Encumbrances ” shall mean, collectively, (i) the Liens and security interests created by the Loan Documents, (ii) all Liens, encumbrances and other matters expressly set forth on Schedule A or Schedule B of the Title Insurance Policy, (iii) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, and (iv) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole, but good faith discretion, or that are otherwise expressly permitted by this Agreement or the other Loan Documents.

“ Permitted Fund Manager ” means any Person that on the date of determination is a nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, and in each case is (a) investing through a fund with committed capital of at least $250,000,000.00, and (b) not subject to any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships.

“ Permitted Investments ” shall have the meaning set forth in the Cash Management Agreement.

“ Permitted Mezzanine Borrower ” means the obligor of any Permitted Mezzanine Loan, which obligor shall be a wholly-owned subsidiary of Guarantor (or of another Person who shall have acquired its indirect interest in Borrower in a transfer that complies with Article 8 hereof) whose principal asset, directly or indirectly, shall be the ownership interests in Borrower.

“ Permitted Mezzanine Lender ” means the holder from time to time of a Permitted Mezzanine Loan (subject to the terms of any applicable intercreditor agreement that relates to such Permitted Mezzanine Loan).

“ Permitted Mezzanine Loan ” shall mean one or more loans from a Permitted Mezzanine Lender to a Permitted Mezzanine Borrower and secured solely by a pledge of the direct or indirect ownership interests in Borrower, which loan or loans shall be in compliance with the terms and conditions set forth in Section 8.1(j) , is evidenced and secured by loan documents in form and substance acceptable to Lender, has a term expiring on or after the Maturity Date and is the subject of an intercreditor agreement between Lender and the proposed lender of such proposed mezzanine loan, which shall be in form and substance acceptable to Lender.

“ Permitted Mezzanine Loan Liens ” means liens in favor of a Permitted Mezzanine Lender created pursuant to the documents securing a Permitted Mezzanine Loan and approved by Lender in connection with such Permitted Mezzanine Loan pursuant to the terms of the intercreditor agreement entered into between Lender and such Permitted Mezzanine Lender in connection therewith.

“ Permitted Mezzanine Loan Underwritten Amount ” means the maximum principal amount of any Permitted Mezzanine Loan such that such maximum principal amount (at the time such Permitted Mezzanine Loan is made), when taken together with the maximum amount of all other Permitted Mezzanine Loans which will remain in effect after such Permitted Mezzanine Loan is made, shall not exceed the lesser of (i) the principal amount which would result in an Aggregate Loan to Value Ratio of 75.3% or less (based on the appraised value of the Property at such time as determined by Lender in its sole discretion, based on an Appraisal obtained at Borrower’s sole cost and expense) or (ii) the principal amount which would result in an Aggregate Debt Service Coverage Ratio of at least 1.00:1.00, as determined for the trailing twelve (12) month period ending with the last day of such month prior to the date on which such Permitted Mezzanine Loan would be made. For purposes of determining compliance with the Aggregate Loan to Value Ratio set forth above, during the twelve (12) month period following the Closing Date, the Appraised Value of the Property shall be based upon the Appraisal obtained by Lender prior to the Closing Date, and during the twelve (12) month period following Lender’s approval of any other Appraisal, the Appraised Value of the Property for these purposes shall be based upon such Appraisal.

“ Permitted Prepayment Date ” shall mean the date that is six (6) months after the Closing Date.

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

“ Policy ” shall have the meaning specified in Section 5.1.1(b) .

“ Prepayment Date ” shall have the meaning specified in Section 2.4.1 .

“ Prohibited Person ” shall mean any Person:

(i) listed in the Annex to, or is otherwise subject to the provisions of, the 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 (the “ Executive Order ”);

(ii) that is owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the Annex to, or is otherwise subject to the provisions of the Executive Order;

(iii) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering Law, including the Executive Order;

(iv) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v) that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or at any replacement website or other replacement official publication of such list; or

(vi) who is an Affiliate of a Person listed above.

“ Prohibited Transfer ” shall have the meaning specified in Section 8.1(a) .

“ Property ” shall mean, collectively, (a) the parcel of real property located in the City of Los Angeles, State of California, the Improvements thereon and all personal property owned by Borrower and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, all as more particularly described in the granting clauses of the Mortgage and located at 355 South Grand Avenue, Los Angeles, California (commonly referred to as the “KPMG Tower”) and (b) the parcel of real property located in the City of Los Angeles, State of California, the Improvements thereon and all personal property owned by Borrower and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, all as more particularly described in the granting clauses of the Mortgage and located at 235 South Hill Street, Los Angeles, California (commonly referred to as the “ X-2 Parking Structure ”).

“ Property Condition Report ” shall mean that certain Property Condition Report prepared by EMG, dated August 14, 2007.

“ Property Insurance Sharing Agreement ” shall mean that certain Amended and Restated Property Insurance Sharing Agreement, dated as of June 27, 2003, between Borrower’s predecessor in interest, REIT and certain of their respective Affiliates, as amended by that certain First Amendment to at he Amended and Restated Property Insurance Sharing Agreement dated as of December 15, 2003.

“ Proposed Lender ” shall have the meaning set forth in Section 2.2.3(d) .

“ Rating Agencies ” shall mean, prior to the final Securitization of the Loan, each of S&P, Moody’s and Fitch, or any other nationally-recognized statistical rating agency which has been

designated by Lender and, after the final Securitization of the Loan, shall mean any of the foregoing that have rated any of the Securities.

“ Rating Agency Confirmation ” shall mean a written affirmation from each of the Rating Agencies that the credit rating of the Securities by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.

“ REA ” shall mean, collectively, as the same may be amended, restated, supplemented or otherwise modified from time to time, those certain agreements more specifically described on Schedule V attached hereto and made a part hereof.

“ Recourse Guarantee ” shall mean that certain Recourse Guarantee of even date herewith from Guarantor for the benefit of Lender.

“ Registration Statement ” shall have the meaning set forth in Section 9.2(b) .

“REMIC Trust ” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Loan (or if applicable, Note A).

“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect, including any successor or other Regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“ REIT ” shall mean Maguire Properties, Inc., a Maryland real estate investment trust.

“ Related Entity ” means, as to any Person, (a) any Affiliate of such Person; (b) any other Person into which, or with which, such Person is merged, consolidated or reorganized, or which is otherwise a successor to such Person by operation of law, or which acquires all or substantially all of the assets of such Person; (c) any other Person which is a successor to the business operations of such Person and engages in substantially the same activities; or (d) any Affiliate of the Persons described in clause (b) or (c) of this definition.

“ Related Loan ” shall mean a loan made to an Affiliate of Borrower or secured by a Related Property, which is included in a Securitization with the Loan.

“ Related Property ” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to the Property.

“ Rents ” shall mean all rents (including, without limitation, percentage rents and additional rents payable by tenants representing pass-throughs of common area maintenance expenses, insurance premiums, utility charges, taxes and assessments), rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues,

deposits (including, without limitation, any Tenant Letter of Credit, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all sources arising from or attributable to the Property, and proceeds, if any, from business interruption or other loss of income insurance.

“ Requesting Lender ” shall have the meaning set forth in Section 2.2.3(d) .

“ Reserve Funds ” shall mean, collectively, the KPMG Abatement Funds, the Capital Expenditure Funds, the Insurance Funds, the Tax Funds, the Rollover Funds, the Sweep Account, and the Existing Tenant Improvement Funds.

“ Reserve Requirements ” means with respect to any Interest Period, the maximum rate of all reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other schedule changes in reserve requirements during the Interest Period) which are imposed under Regulation D on eurocurrency liabilities (or against any other category of liabilities which includes deposits by reference to which LIBOR is determined or against any category of extensions of credit or other assets which includes loans by a non-United States office of a depository institution to United States residents or loans which charge interest at a rate determined by reference to such deposits) during the Interest Period and which are applicable to member banks of the Federal Reserve System with deposits exceeding one billion dollars, but without benefit or credit of proration, exemptions or offsets that might otherwise be available from time to time under Regulation D. The determination of the Reserve Requirements shall be based on the assumption that Lender funded 100% of the Loan in the interbank eurodollar market. In the event of any change in the rate of such Reserve Requirements under Regulation D during the Interest Period, or any variation in such requirements based upon amounts or kinds of assets or liabilities, or other factors, including, without limitation, the imposition of Reserve Requirements, or differing Reserve Requirements, on one or more but not all of the holders of the Loan or any participation therein, Lender may use any reasonable averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Reserve Requirements which shall be used in the computation of the Reserve Requirements. Lender’s computation of same shall be final absent manifest error. Reserve Requirements hereunder shall not exceed any reserve requirements determined by Lender for other loans similar to this Loan.

“ Restoration ” shall have the meaning set forth in Section 5.2.1 .

“ Restoration Threshold ” shall mean Three Million Dollars ($3,000,000).

“ Restricted Party ” shall mean Borrower, Borrower Principal, any SPC Party (if any), any Affiliated Manager, or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of Borrower, Borrower Principal, any Affiliated Manager or any non-member manager.

“ Rollover Funds ” shall have the meaning set forth in Section 6.5.1 .

“ S&P ” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“ Sale or Pledge ” shall mean a voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a direct or indirect legal or beneficial interest of (i) the Property, (ii) any partnership interest in any general partner in Borrower that is a partnership, (iii) any membership interest in any member in Borrower that is a limited liability company and (iv) any voting stock in any general partner in Borrower that is a corporation.

“ Secondary Market Transaction ” shall have the meaning set forth in Section 9.1(a) .

“ Securities ” shall have the meaning set forth in Section 9.1(a) .

“ Securities Act ” shall have the meaning set forth in Section 9.2 .

“ Securitization ” shall have the meaning set forth in Section 9.1(a) .

“ Seismic Analysis ” shall mean that certain Probable Maximum Loss Report prepared by EMG, dated August 15, 2007.

“ Servicer ” shall have the meaning set forth in Section 11.24(a) .

“ Servicing Agreement ” shall have the meaning set forth in Section 11.24(a) .

“ Severed Loan Documents ” shall have the meaning set forth in Section 10.2(c) .

“ Significant Obligor ” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“ SPC Party ” shall have the meaning set forth in Section 3.1.24(p) .

“ Sponsor ” shall mean Maguire Properties, L.P., a Maryland limited partnership.

“ Spread ” shall mean, with respect to any Note, the Spread stated in such Note.

“ Spread Maintenance Premium ” shall mean, in connection with a prepayment of all or any portion of the outstanding principal balance of the Loan pursuant to Section 2.3.3 hereof, an amount equal to the present value, discounted at LIBOR on the most recent Determination Date, of all future installments of interest which would have been due hereunder through and including the Permitted Prepayment Date on the portion of the outstanding principal balance of the Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the Spread. The Spread Maintenance Premium shall be calculated by Lender and shall be final absent manifest error.

“ State ” shall mean the State or Commonwealth in which the Property or any part thereof is located.

“ Substitute Rate ” shall have the meaning set forth in Section 2.2.3(b) .

“ Substitute Rate Loan ” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at the Substitute Rate plus the Substitute Spread in accordance with the provisions of Article II hereof.

“ Substitute Spread ” shall have the meaning set forth in Section 2.2.3(b) .

“ Survey ” shall mean a current land survey (or surveys) for the Property, certified to the title company and Lender and its successors and assigns, in form and content satisfactory to Lender and prepared by a professional and properly licensed land surveyor satisfactory to Lender in accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (i) meeting the classification of an “Urban Survey” and the following additional items from the list of “Optional Survey Responsibilities and Specifications” (Table A) should be added to each survey: 2, 3, 4, 6, 8, 9, 10, 11 and 13, (ii) reflecting a metes and bounds description of the real property comprising part of the Property in conformity with the Title Insurance Policy, and (iii) together with the surveyor’s seal affixed to the Survey and a certification from the surveyor in form and substance acceptable to Lender.

“ Tax Funds ” shall have the meaning set forth in Section 6.2.1 .

“ Taxes ” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof, together with all interest and penalties thereon.

“ Telerate Page 3750 ” shall mean the display designated as "Page 3750" on the Dow Jones Telerate Service (or such other page as may replace Page 3750 on that service or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose by displaying British Bankers' Association Interest Settlement Rates for U.S. Dollar deposits).

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

“ Tenant Letter of Credit ” shall mean each Letter of Credit delivered by a Tenant to Borrower or its predecessor in interest as security for such Tenant’s obligations under its Lease.

“ TI/LC Advance ” shall have the meaning set forth in Section 2.1.7 .

“ TI/LC Maximum Advance Amount ” shall have the meaning set forth in Section 2.1.7 .

“ Title Insurance Policy ” shall mean an ALTA mortgagee title insurance policy in the form acceptable to Lender issued with respect to the Property and insuring the lien of the Mortgage together with such endorsements and affirmative coverages as Lender may require.

“ Transferee ” shall have the meaning set forth in Section 8.1(e)(ii) .

“ Trustee ” shall mean any trustee holding the Loan (or, if applicable, Note A) in a Securitization.

“ Turnover Date ” shall have the meaning specified in Section 11.22(xv) .

“ UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the State.

“ Unavoidable Delay ” shall mean any delay due to strikes, acts of God, fire, earthquake, floods, explosion, actions of the elements, other accidents or casualty, declared or undeclared war, riots, mob violence, acts of terrorism, inability to procure or a general shortage of labor, equipment, facilities, energy, materials or supplies in the open market, failure of transportation, lockouts, actions of labor unions, condemnation, court orders, laws, rules, regulations or orders of any Governmental Authority or other cause beyond the reasonable control of Borrower; provided that, in each of the foregoing cases, (a) such cause is not within the control of Borrower, (b) Borrower gives notice of such delay to the Lender within ten (10) days of occurrence of the event resulting in such delay and, after the initial notification, promptly after request of the Lender, notifies the Lender of the status of such delay, and (c) Borrower uses all commercially reasonable efforts to mitigate the delay caused by such event of Unavoidable Delay. For the purposes hereof, Unavoidable Delays shall not include delays caused by Borrower’s lack of or inability to procure monies to fulfill Borrower’s commitments and obligations under this Agreement or the other Loan Documents.

“ Underwriter Group ” shall have the meaning set forth in Section 9.2 .

“ Updated Information ” shall have the meaning set forth in Section 9.1(b)(i) .

“ U.S. Obligations ” shall mean direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or early redemption.

“ Wells Fargo Center ” shall mean the Property and that certain real property and improvements commonly known as 333 S. Grand Avenue, Los Angeles, California.

Section 1.2. Principles of Construction .

All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

II.

THE LOAN

Section 2.1. The Loan .

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

2.1.2 Single Disbursement to Borrower . Subject to Future Advances, Borrower shall receive only one (1) borrowing hereunder in respect of the Loan. Any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Notes . The Loan shall be evidenced by that certain Promissory Note A-1 of even date herewith (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time “ Note A-1 ”); Promissory Note A-2 of even date herewith (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time “ Note A-2 ”); Promissory Note B-1 of even date herewith (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time “ Note B-1 ”); and Promissory Note B-2 of even date herewith (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time “ Note B-2 ”); Note A-1, Note A-2, Note B-1 and Note B-2, together with any substitutes therefor, are collectively referred to herein as the “ Notes ”, Note A-1 and Note A-2, together with any substitutes therefor, are collectively referred to as “ Note A ”, and Note B-1 and Note B-2, together with any substitutes therefor, are collectively referred to as “ Note B ”. Note A-1 shall be in the stated principal amount of Two Hundred Thirty Million Six Hundred Twenty-Three Thousand Seven Hundred Thirteen and No/100 Dollars ($230,623,713.00), Note A-2 shall be in the stated principal amount of One Hundred Twenty-Eight Million One Hundred Seventy-Six Thousand Two Hundred Eighty-Seven and No/100 Dollars ($128,176,287.00), Note B-1 shall be in the stated principal amount of Six Million Ninety-Four Thousand Five Hundred Twenty-Six and 88/100 Dollars ($6,094,526.88) and Note B-2 shall be in the maximum principal amount of Thirty-Five Million One Hundred Five Thousand Four Hundred Seventy Three and 12/100 Dollars ($35,105,473.12), each executed by Borrower and payable to the order of Lender in evidence of the Loan. The Loan shall be repaid in accordance with the terms of this Agreement and the Notes.

2.1.4 Use of Proceeds . Borrower shall use proceeds of the Loan to (a) refinance any existing loans relating to the Property, (b) pay all past-due Basic Carrying Costs, if any, in respect of the Property, (c) deposit the Reserve Funds, (d) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, (e) fund any working capital requirements of the Property, as approved by Lender (f) in the case of the Future Advances, pay the amounts required to be paid with the proceeds thereof, as provided in this Agreement, (g) pay any other amounts specifically permitted by this Agreement, and (h) distribute the balance of the proceeds, if any to Borrower.

2.1.5 Initial Advance of Loan Amount . On the date hereof, Lender shall make an initial advance of a portion of the Loan Amount in the amount of not more than Three Hundred Sixty-Four Million Eight Hundred Ninety-Four Thousand Five Hundred Twenty-Six

and 88/100 Dollars ($364,894,526.88). Such advance shall be evidenced by Note A and Note B-1.

2.1.6 Conditions Precedent for Future Advances . Note B-2 Lender’s obligation to make any Future Advance is subject to the satisfaction of the following conditions:

(a) Minimum Amount of Advance Request . During any calendar month, any Advance Request for a Future Advance shall be for no less than One Hundred Thousand and No/100 Dollars ($100,000) (or, if less, the full amount of the unfunded TI/LC Maximum Advance Amount or Maximum Latham & Watkins Imputed Rent Amount, as applicable).

(b) Title Policy Endorsement . Lender shall have received an endorsement to the title insurance policy delivered to Lender in connection with the closing of the Loan, in form reasonably acceptable to Lender, redating the date of such policy to be as of the date of the Future Advance and, if necessary, increasing the amount insured thereby to the amount of the Loan Amount then advanced, without additional exception.

(c) No Event of Default . No Event of Default shall exist on the date of the Advance Request for any Future Advance or on the date the Future Advance is actually made.

(d) Secured Amount . Each Future Advance shall be considered an advance of the Loan Amount, shall be added to the unpaid principal balance of the Loan as of the day such advance is made for purposes of Borrower’s payment obligations under this Agreement, and repayment thereof, together with interest thereon, shall be secured by the Mortgage and other collateral given for the Loan.

No waiver given by Note B-2 Lender of any condition precedent to a Future Advance shall preclude Note B-2 Lender from requiring that such condition be satisfied prior to making any other Future Advance.

2.1.7 Additional TI/LC Advances . Upon the satisfaction (or waiver in writing by Note B-2 Lender) of the conditions pursuant to Section 2.1.6 and this Section 2.1.7 , Note B-2 Lender shall make to Borrower advances for payment of tenant improvement expenses and leasing commissions incurred by Borrower pursuant to the Latham & Watkins Lease (each, a “ TI/LC Advance ”) in the aggregate amount of up to Twenty-One Million Two Hundred Five Thousand Four Hundred Seventy-Three and 12/100 Dollars ($21,205,473.12) (the “ TI/LC Maximum Advance Amount ”). Each TI/LC Advance shall be considered an advance of the Loan, shall be added to the unpaid principal balance of the Loan as of the day such advance is made and shall be evidenced by Note B-2, and repayment thereof, together with interest thereon, shall be secured by the Mortgage and other collateral given for the Loan. The following conditions apply to each TI/LC Advance:

(a) Permissible Uses . TI/LC Advances shall be used only for payment of tenant improvement expenses and leasing commissions incurred by Borrower pursuant to the Latham & Watkins Lease and payable to Persons unaffiliated with Borrower, and approved (or deemed approved) pursuant to this Agreement; provided that up to $204,629.60 may be paid to

the Manager for tenant improvement supervision/coordination fees in accordance with the Management Agreement.

(b) Disbursement Requirements . Together with each Advance Request for a TI/LC Advance, Borrower shall furnish Lender and Note B-2 Lender with copies of bills and other documentation (including lien releases or lien releases conditioned only upon payment) reasonably required by Note B-2 Lender (and consistent with the documentation required to be delivered under the Latham & Watkins Lease) to establish that the related tenant improvement expenses and leasing commissions have actually been incurred in accordance with the Latham & Watkins Lease, that any work relating thereto has been completed and that such amounts that are then due and payable or have been paid. Note B-2 Lender shall approve or disapprove any Advance Request (and, if approved, make the related TI/LC Advance to Borrower or Borrower’s designee) within ten (10) Business Days after Note B-2 Lender’s receipt of such Advance Request.

(c) Lien Free . Note B-2 Lender is satisfied that, in accordance with the Latham & Watkins Lease, the tenant improvements are being constructed Lien free, substantially in accordance with the tenant improvement plans approved in accordance with the Latham & Watkins Lease, and withholding such disbursement is whole or in part is not required under any applicable lien law.

(d) Access . Borrower shall have provided Note B-2 Lender, and any consultant on behalf of Note B-2 Lender, prompt and reasonable access to the Property (in accordance with Borrower’s rights under the Latham & Watkins Lease) in order to inspect the tenant improvement work then completed.

In the event that the Borrower has not drawn on the full amount of the TI/LC Maximum Advance Amount on or before the Outside Future Advance Date, Note B-2 Lender’s commitment to advance the then unfunded portion of the TI/LC Maximum Amount shall be of no further force or effect.

Note B-2 Lender shall have the right to delegate in writing all of its approval rights under this Section 2.1.7 to the Note B Designated Representative. In such case, from and after the date on which written notice of such delegation is delivered to Borrower, all notices, requests and other materials to be delivered to Note B-2 Lender under this Section 2.1.7 shall be delivered to the Note B Designated Representative in accordance with written instructions delivered by Note B-2 Lender to Borrower, and all notices received by Borrower from the Note B Designated Representative shall be binding on Note B-2 Lender.

2.1.8 Additional Latham & Watkins Imputed Rent Advances . From and after the Closing Date, so long as the conditions pursuant to Section 2.1.6 and this Section 2.1.8 are satisfied (or waived in writing by Note B-2 Lender), and until (but not including) the date on which the Latham & Watkins Lease is commenced, tenant takes occupancy, and payment of rent is actually made thereunder (the “ Latham & Watkins Commencement Date ”), Note B-2 Lender shall make to Borrower advances (each, a “ Latham & Watkins Imputed Rent Advance ”; the Latham & Watkins Imputed Rent Advance and TI/LC Advance are collectively referred to herein as “ Future Advances ”) in an amount not to exceed in the aggregate, with

respect to all such Latham & Watkins Imputed Rent Advances, the sum of Thirteen Million Nine Hundred Thousand and No/100 Dollars ($13,900,000.00) (the “ Maximum Latham & Watkins Imputed Rent Advance Amount ”). Each Latham & Watkins Imputed Rent Advance shall be considered an advance of the Loan, shall be added to the unpaid principal balance of the Loan as of the day such advance is made for purposes of Borrower’s payment obligations under this Agreement, and repayment thereof, together with interest thereon, shall be secured by the Mortgage and other collateral given for the Loan. The following additional terms and provisions apply to each Latham & Watkins Imputed Rent Advance:

(a) Latham & Watkins Imputed Rent Advance on Monthly Payment Date . Note B-2 Lender shall, provided Lender and Note B-2 Lender receive written request from Borrower delivered not later than five (5) Business Days prior to the pending Monthly Payment Date, make a Latham & Watkins Imputed Rent Advance to Borrower on such Monthly Payment Date. The amount of such Latham & Watkins Imputed Rent Advance shall be in the amount requested by Borrower, not to exceed the amount that would have been due, on the first day of the month in which such Monthly Payment Date occurs, in monthly rent (inclusive of base rent, anticipated operating expense reimbursements and anticipated contributions to parking revenues) under the Latham & Watkins Lease, as if the first day of the first full month after the Closing Date were the date on which the obligation of the tenant to pay rent under the Latham & Watkins Lease commenced, as certified by Borrower to Lender and Note B-2 Lender in its applicable Advance Request. The amount of each such Latham & Watkins Imputed Rent Advance shall be advanced directly by Note B-2 Lender for credit to the account of Borrower in partial payment of the interest due and payable under the Notes on the Monthly Payment Date on which such amount is advanced. Note B-2 Lender’s failure to make a Latham & Watkins Imputed Rent Advance shall not relieve Borrower of its obligation to pay all amounts due in accordance with this Agreement on any Monthly Payment Date. Subject to Section 2.18(b ) below, Note B-2 Lender shall have no obligation to make any Latham & Watkins Imputed Rent Advance after the Latham & Watkins Commencement Date.

(b) Funding of Remaining Imputed Rent Advance Amount . In the event that the Borrower has not drawn the full amount of the Maximum Latham & Watkins Imputed Rent Advance Amount on or before the Latham & Watkins Commencement Date, the remainder of the Maximum Latham & Watkins Imputed Rent Advance Amount not yet advanced shall be advanced to Borrower by Note B-2 Lender on the Monthly Payment Date immediately following the Latham & Watkins Commencement Date, provided that Borrower shall have delivered to Lender and Note B-2 Lender an Advance Request therefor at least five (5) Business Days prior to such Monthly Payment Date; no Event of Default then exists, and Borrower shall have delivered to Note B-2 Lender an estoppel certificate duly executed by Latham & Watkins, certifying that the Latham & Watkins Lease has commenced, setting forth the commencement date thereunder and certifying that Latham & Watkins has unconditionally accepted all premises demised under the Latham & Watkins Lease and that no default or event of default on the part of Borrower or Latham & Watkins exists thereunder, and otherwise in form and substance reasonably satisfactory to Note B-2 Lender. If Borrower does not satisfy the above conditions on the first Monthly Payment Date immediately following the Latham & Watkins Commencement Date, such advance may occur on the first Monthly Payment Date thereafter upon which the above conditions are satisfied, so long as such conditions are satisfied on or before the Outside Future Advance Date. If Borrower has not drawn the full amount of the

Maximum Latham & Watkins Imputed Rent Advance Amount on or before the Outside Future Advance Date, Note B-2 Lender’s commitment to advance the then unfunded portion of the Maximum Latham & Watkins Imputed Rent Advance Amount shall be of no further force or effect.

(c) Note B-2 Lender shall have the right to delegate in writing all of its approval rights under this Section 2.1.8 to the Note B Designated Representative. In such case, from and after the date on which written notice of such delegation is delivered to Borrower, all notices, requests and other materials to be delivered to Note B-2 Lender under this Section 2.1.8 shall be delivered to the Note B Designated Representative in accordance with written instructions delivered by Note B-2 Lender to Borrower, and all notices received by Borrower from the Note B Designated Representative shall be binding on Note B-2 Lender.

2.1.9 Separate Contract for Advances . Note B-2 Lender’s obligations to perform in accordance with Sections 2.1.7 and 2.1.8 of this Loan Agreement and to make any Future Advance in accordance with the terms and provisions of this Agreement are an independent contract made by Note B-2 Lender to Borrower separate and apart from any other obligation of any other Lender to Borrower under the other provisions of this Agreement and the other Loan Documents. The obligations of Borrower under this Agreement and the other Loan Documents shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Note B-2 Lender by reason of Note B-2 Lender’s failure to perform its obligations under Section 2.1.7 or 2.1.8 . Borrower acknowledges that Lender has the right, as Lender determines in its sole discretion, to include Note A (or any portion thereof) and Note B (or any portion thereof) in separate sales or Secondary Market Transaction(s) undertaken by Lender and in connection with such sale(s) or Secondary Market Transaction(s) all of the terms and provisions contained in this Agreement and the Loan Documents shall continue in full force and effect. Notwithstanding anything to the contrary contained herein, the holders of Note A and Note B-1 shall have no obligation hereunder to make any Future Advance, it being acknowledged that the obligation to make any Future Advance shall solely be the obligation of the holder of Note B-2. Notwithstanding the foregoing, in the event that Note B-2 is severed into two or more separate notes, the obligation to make any Future Advance shall be the several obligation of each holder of such severed Note B-2, in proportion to the respective commitment amounts of such holders, and the holder of any severed portion of Note B-2 shall have no obligation hereunder to make any Future Advance other than in the aggregate amount of such holder’s unfunded commitment amount and in accordance with such holder’s respective proportional share of the amount of each Future Advance. No claim may be made by Borrower against the holder of any Note or the directors, officers, employees, attorneys or agents of the holder of any Note for any damages of any nature whatsoever in respect of any claim whatsoever for breach by any Note B-2 Lender of its obligations to make a Future Advance in accordance with the terms hereof (except for a claim made exclusively against such breaching Note B-2 Lender), and Borrower hereby waives, releases and agrees not to sue the holder of any Note (except for such breaching Note B-2 Lender) upon any claim for any such damages. All Future Advances shall be evidenced by Note B-2. Subject to the foregoing, any obligations and rights relating to Future Advances pursuant to Sections 2.1.7 , 2.1.8 and this Section 2.1.9 shall be the sole obligations and rights of the holder of Note B-2, and any reference to Lender in this Section 2.1.9 relating to any Future Advance shall be deemed to mean the holder of Note B-2.

Section 2.2. Interest Rate .

2.2.1 Applicable Interest Rate . Except as herein provided with respect to interest accruing at the Default Rate, interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to and including the Maturity Date at the Applicable Interest Rate.

2.2.2 Interest Calculation . Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate .

(a) Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the first day of the new Interest Period. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(b) In the event that Lender shall have reasonably determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall, by notice to Borrower (“ Lender’s Notice ”), which notice shall set forth in reasonable detail such circumstances, establish the Applicable Interest Rate for the respective portions of the Loan evidenced by each of the Notes at the then customary spread (the “ Substitute Spread ”), taking into account the size and respective priorities of the portions of the Loan evidenced by the Note and the creditworthiness of Borrower, above a published index used for variable rate loans as reasonably determined by Lender (the “ Substitute Rate ”).

(c) If, pursuant to the terms of this Agreement, the Loan has been converted to a Substitute Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Substitute Rate Loan shall automatically convert to a LIBOR Loan on the first day of the Interest Period next following the effective date set forth in such notice. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a LIBOR Loan to a Substitute Rate Loan.

(d) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority, which are imposed, enacted or become effective after the date hereof (such non-excluded taxes being referred to collectively as “ Foreign Taxes ”), excluding income and franchise taxes of the United States of America or any political subdivision or taxing authority thereof or therein (including

Puerto Rico). If any Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence. If any Lender, other than a REMIC Trust, requests compensation pursuant to this Section 2.2.3(d) (any such Lender, other than a REMIC Trust, requesting such compensation, or whose obligations are so suspended, being herein called a “ Requesting Lender ”), Borrower, upon three (3) Business Days’ notice, may require that such Requesting Lender transfer all of its right, title and interest under this Agreement and such Requesting Lender’s Note to an Eligible Assignee (a “ Proposed Lender ”) identified by Borrower that is satisfactory to the Note B Designated Representative, (i) if such Proposed Lender agrees to assume all of the obligations of such Requesting Lender hereunder in accordance with Section 11.27 , and to purchase all of such Requesting Lender’s Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Lender’s Loans, together with interest thereon to the date of such purchase (to the extent not paid by Borrower), and satisfactory arrangements are made for payment to such Requesting Lender of all other amounts accrued and payable hereunder to such Requesting Lender as of the date of such transfer (including any fees accrued hereunder as if all of such Requesting Lender’s Loans were being prepaid in full on such date) and (ii) if such Requesting Lender has requested compensation pursuant to this Section 2.2.3(d) , such Proposed Lender’s aggregate requested compensation, if any, pursuant to this Section 2.2.3(d) with respect to such Requesting Lender’s Loans is lower than that of the Requesting Lender. Upon the assignment and assumption of such Requesting Lender’s interest pursuant to the provisions of Section 11.27 , such Proposed Lender shall be a “ Lender ” for all purposes hereunder. Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements of Borrower contained in this Section 2.2.3(d) and any other provisions of this Agreement with respect to payment of expenses (without duplication of any payments made to such Requesting Lender by Borrower or the Proposed Lender) shall survive for the benefit of such Requesting Lender under this Section 2.2.3(d) with respect to the time prior to such replacement.

(e) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make a LIBOR Loan shall be cancelled forthwith and (ii) Lender may give Borrower a Lender’s Notice, establishing the Applicable Interest Rate at the Substitute Rate plus the Substitute Spread, in which case the Applicable Interest Rate shall be a rate equal to the Substitute Rate in effect from time to time plus the Substitute Spread. In the event the condition necessitating the cancellation of Lender’s obligation to make a LIBOR Loan hereunder shall cease, Lender shall promptly notify Borrower of such cessation and the Loan shall resume its characteristics as a LIBOR Loan in accordance with the terms herein from and after the first day of the calendar month next following such cessation. Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any out-of-pocket costs

reasonably incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. Lender’s notice of such costs, as certified to Borrower, shall be set forth in reasonable detail and Lender’s calculation shall be conclusive absent manifest error.

(f) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;

(ii) shall hereafter impose, modify, increase or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of the rate hereunder; or

(iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as reasonably determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(f) , Borrower shall not be required to pay same unless they are the result of requirements imposed generally on lenders as foreign banks or trustee in a Securitization similar to Lender and not the result of some specific reserve or similar requirement imposed on Lender as a result of Lender’s special circumstances. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(f) , Lender shall provide Borrower with not less than thirty (30) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amounts required to fully compensate Lender for such additional costs or reduced amounts. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence, executed by an authorized signatory of Lender and submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Notes and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(g) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense (other than consequential and punitive damages) which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or

interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that (A) is not the Monthly Payment Date immediately following the last day of an Interest Period with respect thereto or (B) is the Monthly Payment Date immediately following the last day of an Interest Period with respect thereto if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder, (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate to the Substitute Rate plus the Substitute Spread with respect to any portion of the outstanding principal amount of the Loan then bearing interest at a rate other than the Substitute Rate plus the Substitute Spread on a date other than the Monthly Payment Date immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder or (iv) any failure of Borrower to borrower a Future Advance on the date specified in the relevant Advance Request (the amounts referred to in clauses (i), (ii), (iii) and (iv) are herein referred to collectively as the “ Breakage Costs ”). Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (I) the amount of interest that otherwise would have accrued on the principal amount not so paid, or so prepaid or converted, or not so borrowed for the period from the date of such required payment, prepayment, or conversion or failure to borrow to the last day of the then current Interest Period for such principal amount (or, in the case of a failure to borrow, the Interest Period for such Future Advance that would have commenced on the date specified for such borrowing) at the applicable rate of interest for such LIBOR Loan or Future Advance provided for herein over (II) the amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the amount such Lender would have bid in the London interbank market for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender), or if such Lender shall cease to make such bids, the equivalent rate, as reasonably determined by such Lender, derived from Page 3750 of the Dow Jones Markets (Telerate) Service or other publicly available source as described in the definition of LIBOR.

(h) The provisions of this Section 2.2.3 shall survive payment of the Notes in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

2.2.4 Usury Savings . This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not

on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3. Loan Payments .

2.3.1 Payment Before Maturity Date . Monthly installments of interest only shall be paid on each Monthly Payment Date commencing on November 9, 2007 and on each subsequent Monthly Payment Date thereafter to the Maturity Date for the Interest Period immediately prior to the date on which such Monthly Payment Date or Maturity Date occurs. Interest on the outstanding principal amount of the Loan for the period through and including October 8, 2007 shall be paid by Borrower on the Closing Date.

2.3.2 Payment on Maturity Date .

(a) The outstanding principal balance of the Loan together with all accrued and unpaid interest thereon (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period immediately prior to the date on which the Maturity Date occurs) and all other amounts outstanding hereunder and under the Notes, the Mortgage and the other Loan Documents shall be due and payable, and Borrower shall pay all such sums to Lender, on the Maturity Date.

(b) Borrower shall not have any option to extend the Maturity Date of the Loan.

2.3.3 Interest Rate and Payment after Default . In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan shall accrue interest at the Default Rate, calculated from the date the Default occurred which led to such an Event of Default without regard to any grace or cure periods contained herein. If all or any part of the principal amount of the Loan is repaid upon acceleration of the Loan following the occurrence of an Event of Default prior to the Permitted Prepayment Date, Borrower shall be required to pay to Lender, in addition to all other amounts then payable hereunder, a prepayment fee equal to one percent (1%) of the amount of principal being repaid together with a Spread Maintenance Premium calculated with respect to the amount of principal being repaid and Breakage Costs.

2.3.4 Late Payment Charge . If any principal, interest or any other sum due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of (a) five percent (5%) of such unpaid sum or (b) the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Mortgage and the other Loan Documents.

2.3.5 Method and Place of Payment .

(a) Except as otherwise provided herein, all payments and prepayments under this Agreement and the Notes shall be made to Lender not later than 1:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office at 1114 Avenue of the Americas, 29th Floor, New York, New York 10036, or at such other place as Lender may from time to time designate in writing, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

(b) Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the immediately preceding Business Day.

(c) All payments required to be made by Borrower hereunder or under the Notes or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

2.3.6 Change in Payment Date . Prior to a Securitization, Lender may in its sole discretion, by notice to Borrower, change the day of the month that will constitute the Monthly Payment Date, as set forth in the definition of “ Monthly Payment Date. ”

Section 2.4. Prepayments .

2.4.1 Voluntary Prepayments . Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the Permitted Prepayment Date Borrower may, at its option and upon at least ten (10) Business Days (or such shorter period as permitted by Lender in its discretion) prior notice to Lender (which notice shall be irrevocable) specifying the date on which such prepayment is to be made (the “ Prepayment Date ”), prepay the Debt in whole or not in part (but if prepayment is made in part, such prepayment shall be in increments of $1,000,000); provided , however , that no prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in such calendar month (the “ Lockout Period ”), unless consented to by Lender in its sole discretion. Borrower shall pay to Lender, simultaneously with such prepayment:

(a) if such prepayment is made on a Monthly Payment Date, all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the end of the Interest Period immediately prior to the date on which such prepayment occurs;

(b) if such prepayment is made on a day other than a Monthly Payment Date (subject to the Lockout Period), all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the end of the Interest Period immediately prior to the date on which such prepayment occurs; provided, however, that if the Prepayment Date is a date on or after the Determination Date in such calendar month and prior to the first day of the Interest Period that commences in such calendar month, Borrower shall also pay to Lender in connection with such prepayment all interest on the

principal amount being prepaid which would have accrued through the end of the next succeeding Interest Period (the “ Interest Shortfall ”). Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan and shall be applied to the Debt on the next Monthly Payment Date;

(d) [reserved]

(e) all other sums then due under this Agreement, the Notes or the other Loan Documents.

If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1 , the amount designated for prepayment and all other sums required under this Section 2.4.1 shall be due and payable on the Prepayment Date. If Borrower prepays the Loan in full, the obligation of the Note B-2 Lender to make any Future Advance shall be of no further force or effect. Notwithstanding the foregoing, (x) Borrower shall have the right (in each case by notice to the Lender not later than five (5) Business Days prior to the scheduled date of prepayment) to postpone the date of prepayment specified in its prepayment notice on one or more occasions for an aggregate of up to ninety (90) days for all postponements, and (b) no more than two (2) times during the term of the Loan, Borrower shall have the right (in each case by notice to the Lender not later than five (5) Business Days prior to the scheduled date of prepayment) to revoke its notice of its intention to prepay.

2.4.2 Mandatory Prepayments . On the next occurring Monthly Payment Date following the date on which Borrower actually receives any Net Proceeds, if and to the extent Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Property, Borrower shall prepay the outstanding principal balance of the Notes in an amount equal to one hundred percent (100%) of such Net Proceeds. Such prepayment shall be applied, first, to interest on the outstanding principal balance of the Loan that would have accrued at the Applicable Interest Rate on the amount prepaid through the end of the Interest Period immediately prior to the date on which such prepayment occurs, and then to all other amounts then due to Lender under this Agreement or any of the other Loan Documents and then to the outstanding principal balance of the Loan. Any partial prepayment shall be applied first to any balloon payment due at maturity, and then to installments of principal in the inverse order of their maturity. No Spread Maintenance Premium shall be payable under this Section 2.4.2 .

2.4.3 Prepayments After Default . If after an Event of Default, but prior to the date when prepayment is permitted under Section 2.4.1 , payment of all or any part of the principal of the Loan is tendered by Borrower (which tender Lender may reject to the extent permitted under applicable Legal Requirements), 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 2.4.1 and Borrower, such purchaser at foreclosure or other Person shall pay the Spread Maintenance Premium, in addition to (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the

Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period immediately prior to the date on which such prepayment occurs, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (ii); and (v) all other sums due under this Agreement (including Section 2.3.3 ), the Notes or the other Loan Documents in connection with a partial or total prepayment.

2.4.4 If the Loan is prepaid in full at any time prior to the funding of the full amount of the TI/LC Maximum Advance Amount and Maximum Latham & Watkins Imputed Rent Advance Amount, then the Note B Lenders’ obligations to fund any unfunded portion of the TI/LC Maximum Advance Amount and Maximum Latham & Watkins Imputed Rent Advance shall thereupon be null and void and of no further force or effect.

Section 2.5. Interest Rate Swap . At all times during the term of the Loan, the Affiliated Hedge Party shall maintain in effect an Interest Rate Protection Agreement, with a notional amount equal to not less than the Facility Amount and with Bank of America N.A. (so long as it maintains a Minimum Counterparty Rating) or another Counterparty acceptable to Lender having a Minimum Counterparty Rating. If the Affiliated Hedge Party obtains one (1) Interest Rate Protection Agreement, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if the Affiliated Hedge Party obtains more than one (1) Interest Rate Protection Agreement, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance reasonably satisfactory to Lender. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall cause the Affiliated Hedge Party to replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5 ) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided , however , that if Eurohypo AG is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not be required to cause the Affiliated Hedge Party to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s notice to Borrower of such downgrade or withdrawal Eurohypo AG posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection Agreement. Notwithstanding the foregoing, if S&P or Fitch withdraws or downgrades the credit rating of Eurohypo AG below “A”, or Moody’s withdraws or downgrades the credit rating of Eurohypo AG below “Aa3”, Borrower shall cause the Affiliated Hedge Party to replace the Interest Rate Protection Agreement not later than fifteen (15) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating.

Section 2.6. Guarantee Rights . Guarantor or its Affiliates shall have the right to provide Lender with a guaranty, in the sole discretion of Guarantor or such Affiliate, of all or any

portion of any of the Notes, and Lender agrees, provided that such guaranty does not adversely affect any of Lender’s rights and interests under the Loan Documents or violate any applicable Legal Requirements and the conditions set forth below are satisfied, to accept such guaranty. Lender may condition its acceptance of such guaranty upon delivery to Lender of a satisfactory non-consolidation opinion (which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies) and modification of the Loan Documents to reflect the existence and terms of such guaranty. All expenses incurred by Lender in connection with its review of a proposed guaranty and the satisfaction of the conditions set forth above (including, without limitation, legal fees and expenses in connection therewith) shall be jointly and severally payable by Borrower and Guarantor whether or not Lender accepts the proposed guaranty.

III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. Borrower Representations .

Borrower represents and warrants as of the Closing Date (without limiting the effectiveness of Borrower’s representations and warranties in accordance with Section 3.1.24 or any Advance Request) that:

3.1.1 Organization .

(a) Each of Borrower and each SPC Party is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect on its ability to perform its obligations hereunder, and Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby.

(b) Borrower’s exact legal name is correctly set forth in the first paragraph of this Agreement. Borrower is an organization of the type specified in the first paragraph of this Agreement. Borrower is incorporated or organized under the laws of the state specified in the first paragraph of this Agreement. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four (4) months (or, if less than four (4) months, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth in the first paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower’s organizational identification number, if any, assigned by the state of its incorporation or organization is 4400680. Borrower’s federal tax identification number is 26-0682143.

3.1.2 Proceedings . This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms,

except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.1.3 No Conflicts . The execution and delivery of this Agreement and the other Loan Documents by Borrower and the performance of its obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which Borrower is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s organizational documents or any agreement or instrument to which Borrower is a party or by which it is bound, or any order or decree applicable to Borrower, or result in the creation or imposition of any lien on any of Borrower’s assets or property (other than pursuant to the Loan Documents).

3.1.4 Litigation . There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against Borrower in any court or by or before any other Governmental Authority that would have a Material Adverse Effect. Borrower is not in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default might have a Material Adverse Effect.

3.1.5 Agreements . Borrower is not a party to any agreement or instrument or subject to any restriction which would have a Material Adverse Effect. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or the Property is bound. Borrower has no material financial obligation under any agreement or instrument to which Borrower is a party or by which Borrower or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Property and (b) obligations under the Loan Documents.

3.1.6 Consents . No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower of, or compliance by Borrower with, this Agreement or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower.

3.1.7 Title . Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances and such other Liens expressly permitted by this Agreement and the Loan Documents. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, first priority, perfected lien on the Property, subject only to Permitted Encumbrances described in clause (ii) of the definition of “ Permitted Encumbrances ” and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any Permitted Encumbrances. There are no mechanics’, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage. None of the Permitted Encumbrances, individually or

in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage and this Loan Agreement, materially and adversely affect the value of the Property, impair the use or operations of the Property or impair Borrower’s ability to pay the Debt in a timely manner.

3.1.8 No Plan Assets . As of the date hereof and throughout the term of the Loan (a) Borrower is not and will not be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) 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, (c) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (d) transactions by or with Borrower are not and will not be subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans.

3.1.9 Compliance . Except as disclosed in the Property Condition Report or the Environmental Report, to the best of Borrower’s knowledge after due inquiry, Borrower and the Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes, except to the extent such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Borrower has not received notice of, and, Borrower is not otherwise aware of any default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which would have a Material Adverse Effect. To Borrower’s knowledge, there has not been, and Borrower covenants that there shall never be committed by Borrower or 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. Borrower hereby covenants and agrees not to commit, or knowingly permit or suffer to exist any act or omission affording such right of forfeiture.

3.1.10 Financial Information . All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Material Adverse Effect. Since the date of the most current financial statements delivered by Borrower to Lender, there has been no material adverse change in the financial condition, operations or business of Borrower or the Property from that set forth in said financial statements.

3.1.11 Condemnation . No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property.

3.1.12 Utilities and Public Access . The Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service the Property for its intended uses.

3.1.13 Separate Lots . The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property.

3.1.14 Assessments . There are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

3.1.15 No Defenses . The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors obligations), and Borrower has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

3.1.16 Assignment of Leases . The Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, as more particularly set forth therein. No Person other than Lender or a Tenant under a Lease has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder which are presently outstanding.

3.1.17 Insurance . Borrower has obtained and has delivered to Lender or shall obtain and deliver to Lender pursuant to Section 5.1.1(b) original or certified copies of all of the Policies, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement, together with certificates of insurance with respect to such Policies approved by Lender. All premiums due under such Policies as of the Closing Date have been paid. No claims have been made under any of the Policies with respect to the Property or Borrower that are presently outstanding, and no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies relating to the Property or the Borrower.

3.1.18 Licenses . All permits and approvals, including, without limitation, certificates of occupancy required by any Governmental Authority for the use, occupancy and operation of the Property in the manner in which the Property is currently being used, occupied and operated have been obtained and are in full force and effect.

3.1.19 Flood Zone . None of the Improvements on the Property is located in an area identified by the Federal Emergency Management Agency as a special flood hazard area.

3.1.20 Physical Condition . Except as disclosed in the Property Condition Report or the Environmental Report, to Borrower’s knowledge, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems,

roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; except as disclosed in the Property Condition Report or the Environmental Report, to Borrower’s knowledge, there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, that have not been corrected and would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

3.1.21 Boundaries . Except as disclosed on the Survey, 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, and no improvements on adjoining properties encroach upon the Property, and no easements or other encumbrances affecting the Property encroach upon any of the improvements, so as to affect the value or marketability of the Property except those which are insured against by title insurance each of which, whether or not insured are, to the best of Borrower’s knowledge after due inquiry, shown on the Survey.

3.1.22 Leases . Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in Schedule I , (b) the Leases identified on Schedule I are in full force and effect and there are no defaults under any Major Leases by either party, (c) there are no defaults under any non-Major Leases by either party that, individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, (d) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (e) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date (other than security deposits, percentage rents, escalation and estimated payments of taxes, insurance premiums and operating expenses payable by Tenants pursuant to the terms and provisions of their respective Leases), (f) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (g) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (h) all security deposits and each Tenant Letter of Credit are being held in accordance with applicable Legal Requirements, (i) neither the landlord nor any Tenant is in default under any of the Leases; (j) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (k) Borrower has not assigned or pledged any of the Leases, the rents, any Tenant Letter of Credit, or any interests therein except to Lender; (l) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; (n) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (p) as of the Closing Date, the only Tenant Letters of Credit are those described in Schedule VIII attached hereto. The term “Lease” as used in this Section 3.1.22 shall be limited to tenant leases and does not include subleases, licenses, concession agreements or other agreements otherwise included in the definition of the term “Lease” contained in Section 1.1 hereof.

3.1.23 Filing and Recording Taxes . All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder.

3.1.24 Single Purpose . Borrower hereby represents and warrants to, and covenants with, Lender that as of the date hereof and until such time as the Debt shall be paid in full, Borrower has not at any time, does not presently, and shall not:

(a) own any asset or property other than (i) the Property and assets related to the acquisition, ownership, development, leasing, use, management or operation of the Property and (ii) incidental personal property necessary for the acquisition, ownership, development, leasing, use, management or operation of the Property;

(b) engage in any business unrelated to the acquisition, ownership, development, leasing, use, management or operation of the Property;

(c) except for the Permitted Encumbrances and other contracts or agreements disclosed in writing to Lender, enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available in a comparable transaction on an arms-length basis with third parties other than any such party;

(d) incur any Indebtedness or obligations under operating leases other than (i) the Debt and all other sums due by Borrower under this Agreement or any other Loan Documents, (ii) unsecured trade payables, operating leases with respect to the Property and operational debt not evidenced by a note and in an aggregate amount not exceeding one percent (1%) of the original principal amount of the Loan at any one time, (iii) Indebtedness incurred in the financing of equipment and other personal property used on the Property with annual payments not exceeding $5,000,000 in the aggregate; and (iv) the obligation to make termination payments or reimburse rent payable by the tenants of the Property under the agreements entered into with existing or prospective tenants of the Property with Lender’s approval; and (v) tenant improvement allowances or similar concessions to tenants of the Property pursuant to Leases; provided that any Indebtedness incurred pursuant to subclauses (ii) and (iii) shall be (x) paid within sixty (60) days of the date incurred and (y) incurred in the ordinary course of business and any obligations under operating leases which shall be paid in accordance with their terms. No Indebtedness other than the Debt may be secured (subordinate or pari passu ) by the Property;

(e) except for advances made to or for the benefit of Tenants for tenant improvement allowances or similar concessions pursuant to the Leases currently existing at the

Property on the date hereof as disclosed on Schedule I attached hereto or Leases entered into after the date hereof in accordance with this Agreement, make any loans or advances to any third party (including any Affiliate or constituent party), and shall not acquire obligations or securities of its Affiliates;

(f) fail to remain solvent or fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due to the extent it has adequate funds to do so;

(g) fail to do all things necessary to observe organizational formalities and preserve its existence, and Borrower will not, nor will Borrower permit any constituent party to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates the covenants set forth in this Section 3.1.24 , or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent;

(h) fail to maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Borrower’s assets will not be listed as or list its assets on the financial statement of any other Person, provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower’s own separate balance sheet;

(i) fail to file its own (or consolidated) tax returns (to the extent Borrower is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person, except where Borrower is required to file consolidated tax returns by applicable Legal Requirements.

(j) fail to maintain its books, records, resolutions and agreements as official records;

(k) fail to be, or fail to hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate or constituent party of Borrower), fail to correct any known misunderstanding regarding its status as a separate entity, fail to conduct business in its own name, or fail to maintain and utilize separate stationery, invoices and checks bearing its own name, and Borrower shall not identify itself or any of its Affiliates as a division or part of the other;

(l) fail to use commercially reasonable efforts to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, the foregoing shall not require the members of Borrower to make any additional capital contributions to Borrower;

(m) to the fullest extent permitted by law, seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower nor permit any constituent party of Borrower to do any of the foregoing;

(n) commingle the funds and other assets of Borrower with those of any Affiliate or any constituent party of Borrower or any other Person, and will hold all of its assets in its own name;

(o) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party of Borrower or any other Person;

(p) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person;

(i) If Borrower is a limited partnership or a limited liability company (other than a single member limited liability company), fail to cause each general partner or managing member (each, an “ SPC Party ”) to be a corporation whose sole asset is its interest in Borrower and each such SPC Party will at all times comply, and will cause Borrower to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose articles of incorporation are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners;

(ii) If Borrower is a single member limited liability company, fail to have at least two (2) springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of Borrower, and the other of which shall become the sole member of Borrower if the first such springing member no longer is available to serve as such sole member.

(q) fail to cause there to be at least two duly appointed members of the board of directors who are provided by a nationally recognized company that provides professional independent directors or manager (each, an “ Independent Director ” or “ Independent Manager ”) of each SPC Party and Borrower reasonably satisfactory to Lender who shall not have been at the time of such individual’s appointment or at any time while serving as a director of such SPC Party and Borrower, and may not have been at any time during the preceding five years (i) a stockholder, director (other than as an Independent Director or Independent Manager), officer, employee, partner, attorney or counsel of such SPC Party, Borrower or any Affiliate of either of them, (ii) a customer, supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, Borrower or any Affiliate of either of them (other than its fees and charges for serving as an Independent Director or Independent Manager of the SPC Party), (iii) a Person or other entity controlling or under

common control with any such stockholder, partner, customer, supplier or other Person prohibited by clause (i) or (ii) above, or (iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other Person prohibited by clause (i) or (ii) above. (For purposes of this subclause (o), the term “Affiliate” means any person controlling, under common control with, or controlled by the person in question; and the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise.) A natural person who satisfies the foregoing definition other than subparagraph (ii) shall not be disqualified from serving as an Independent Director or Independent Manager of the SPC Party if such individual is an independent director or independent manager provided by a nationally-recognized company that provides professional independent directors or independent managers and that also provides other corporate services in the ordinary course of its business. A natural person who otherwise satisfies the foregoing definition except for being the independent director or independent manager of a “special purpose entity” affiliated with the borrower that does not own a direct or indirect equity interest in the borrower or any co-borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the SPC Party if such individual is at the time of initial appointment, or at any time while serving as a Independent Director or Independent Manager of the SPC Party, an Independent Director or Independent Manager of a “special purpose entity” affiliated with the Borrower or the SPC Party (other than any entity that owns a direct or indirect equity interest in borrower or any co-borrower) if such individual is an independent director or independent manager provided by a nationally-recognized company that provides professional independent directors or independent managers. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities substantially similar to those set forth in the SPC Party’s organizational documents.

(r) cause or permit the board of directors or managers of any SPC Party or Borrower to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock or under any organizational document of Borrower or SPC Party, requires a vote of the board of directors or managers of each SPC Party and Borrower unless at the time of such action there shall be at least two (2) members of the board of directors or managers who are each an Independent Director or Independent Manager.

(s) fail to conduct its business so that the assumptions made with respect to Borrower in the Insolvency Opinion shall be true and correct in all respects. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding the Borrower or any other Person) set forth in the Insolvency Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24 , and (iii) all the organizational documents of the Borrower and any SPC Party.

(t) permit any Affiliate or constituent party of Borrower independent access to its bank accounts.

(u) fail to pay the salaries of its own employees (if any) from its own funds to the extent it has adequate funds to do so and maintain a sufficient number of employees

(if any) in light of its contemplated business operations; provided, however, the foregoing shall not require the members of Borrower to may any additional contributions to Borrower.

(v) fail to compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred.

3.1.25 Tax Filings . To the extent required by applicable Legal Requirements, Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower. Borrower believes that its tax returns (if any), taking into account any subsequent amended tax returns that may have been filed, 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.

3.1.26 Solvency . Borrower (a) has not entered into the transactions contemplated by this Agreement or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and known contingent liabilities. The fair sal

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