EX-10.3






PRUDENTIAL LOAN NO. 706107618




ENVIRONMENTAL INDEMNITY AGREEMENT




THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the      day
of October, 2007, by and between HINES REIT ONE WILSHIRE LP, a Delaware limited partnership
(“Borrower”), having an office c/o Hines Interests Limited Partnership, 2800 Post Oak
Boulevard, Houston, Texas 77056, and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
corporation (“Lender”), having an office at 2200 Ross Avenue, Suite 4900-E, Dallas, Texas
75201.



R E C I T A L S:




A. Borrower is the sole owner of the premises described in Exhibit A attached hereto
and incorporated herein (collectively, the “Property”);



B. Lender has made a loan to Borrower in the aggregate principal sum of One Hundred Fifty-Nine
Million Five Hundred Thousand and No/100 Dollars ($159,500,000.00) (the “Loan”), which Loan
is evidenced by that certain Promissory Note of even date herewith in the original principal amount
of $159,500,000.00 made by Borrower in favor of Lender (the “Note”), which Note is secured
by, among other things, that certain Deed of Trust and Security Agreement dated as of the date of
this Agreement (the “Instrument”). Capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Instrument;



C. Lender is willing to make the Loan to Borrower only if Borrower enters into this Agreement;
and



D. Borrower enters into this Agreement to induce Lender to make the Loan.



A G R E E M E N T:




IN CONSIDERATION of the principal sum of the Note and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Borrower agrees as follows:



1. Instrument Incorporated. The terms and conditions of the Instrument are
incorporated into this Agreement as if fully set forth in this Agreement.



2. Indemnification. Borrower covenants and agrees, at its sole cost and expense, to
protect, defend, indemnify, release and hold any or all of the Indemnified Parties harmless from
and against any and all Losses imposed on, incurred by or asserted against the Indemnified Parties,
directly or indirectly, arising out of or in connection with any one or more of the following:
(a) the presence of any Hazardous Materials affecting the Property (“affecting the Property” in
this Agreement shall have the same meaning as in the Instrument); (b) any past, present, future or
threatened Release of Hazardous Materials affecting the Property; (c) any activity by any Borrower,
person affiliated with any Borrower (“Affiliate”), Tenant or other user of the Property in
connection with any O&M Plan or any actual, proposed or threatened use, treatment, storage,
holding, existence, disposition or other Release, generation, production, manufacturing,
processing, refining, control, management, abatement, handling, transfer or transportation to or
from the Property, or removal of any Hazardous Materials at any time affecting the Property;
(d) any activity by any Borrower, Affiliate, Tenant or other user of the Property in connection
with any actual or proposed Remediation of any Hazardous Materials at any time affecting the
Property, whether or not such Remediation is voluntary or pursuant to court or administrative
order, including (“including” in this Agreement shall have the same meaning as in the Instrument)
any removal, remedial or corrective action, penalties or fines; (e) any past, present, future or
threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to
any Environmental Law) in connection with the Property or operations thereon, including any failure
by any Borrower, Affiliate, Tenant or other user of the Property to comply with any order of any
governmental authority related thereto; (f) the actual or threatened imposition, recording or
filing of any Environmental Lien encumbering the Property; (g) any administrative processes or
proceedings or judicial proceedings in any way connected with any matter addressed in this
Agreement; (h) any past, present, future or threatened injury to, destruction of, or loss of
natural resources in any way connected with the Property, including costs to investigate and assess
such injury, destruction or loss; (i) any acts of any Borrower, Affiliate, Tenant or other user of
the Property in arranging for disposal or treatment of Hazardous Materials affecting the Property
at any facility or incineration vessel containing such or similar Hazardous Materials affecting the
Property, including arrangements with any transporter; (j) any acts of any Borrower, Affiliate,
Tenant or other user of the Property in accepting any Hazardous Materials for transport to disposal
or treatment facilities, incineration vessels or sites from which there is a Release, or a
threatened Release of any Hazardous Material which causes the incurrence of costs for Remediation
of any Hazardous Materials affecting the Property; (k) any personal injury, wrongful death,
property or other damage from Hazardous Materials or violations of Environmental Laws arising under
any statutory, common law or tort law theory, including damages assessed for trespass or for
private or public nuisance or for operation of an abnormally dangerous activity on the Property or
adjacent to the Property; and (l) any misrepresentation, inaccurate representation or warranty,
material breach or failure to perform under the provisions of this Agreement or of Section 3.12 of
the Instrument. Notwithstanding the foregoing, Borrower shall not be obligated to indemnify the
Indemnified Parties if Borrower can conclusively prove that (1) the contamination of the Property
was caused solely by actions, conditions, or events that occurred after the date Lender (or any
purchaser at a foreclosure sale) actually acquired title to the Property and (2) the contamination
of the Property was not caused by, contributed to, enhanced, or exacerbated by the direct or
indirect actions or inactions of Borrower, any partner(s) of Borrower, any partner(s) of any
partner(s) of Borrower, any members of Borrower or any officers, members, shareholders, employees,
or agents of Borrower. In addition, notwithstanding anything herein or in any of the Documents to
the contrary, Borrower shall not be obligated to indemnify any Third Party Purchaser that acquires
title to the Property through a foreclosure sale for any Losses described above if, prior to such
foreclosure sale, Borrower shall deliver to Lender an environmental site assessment report(s)
issued to Lender and such Third Party Purchaser, prepared in accordance with the Guidelines and
reflecting no environmental risks associated with the Property that were not reflected in the
original Environmental Reports with respect to the Property delivered to Lender in connection with
the closing of the Loan, and which Lender reasonably expects could cause one or more of the Losses
described above. For purposes hereof, a “Third Party Purchaser” shall mean any Person that
is not the Lender, any prior owner or holder of the Note, any existing or prior servicer of the
Loan, any Trustee, the officers, directors, shareholders, partners, members, employees and trustees
of any of the foregoing, or the heirs, legal representatives, affiliates and corporate successors
of each of the foregoing, and “Guidelines” shall mean the so-called “Prudential Guidelines
and Report Requirements,” including guidelines for survey, asbestos report, environmental report,
engineering and physical inspection requirements, ERISA Certifications and Indemnities, and the
like, then most currently incorporated in Lender’s standard form of first mortgage loan
application.



3. Duty to Defend, Attorneys and Other Fees and Expenses. Upon request, Borrower
shall defend the Indemnified Parties (in Borrower’s or the Indemnified Parties’ name) against any
claim asserted against the Indemnified Parties using attorneys and other professionals selected by
Borrower and approved by Lender. Notwithstanding the foregoing, the Indemnified Parties may, in
their sole discretion, engage their own attorneys and professionals to defend or assist them at the
expense of the Indemnified Parties; provided, however, if, in the reasonable judgment of the
Indemnified Parties, (i) the defense or assistance is not proceeding or being conducted in a
satisfactory manner or (ii) there is a conflict of interest between Borrower and any of the
Indemnified Parties, such defense or assistance shall be at Borrower’s expense and the Indemnified
Parties may elect that their attorneys shall control the resolution of such claims or proceedings.
Without limiting the foregoing, upon demand, Borrower shall pay or, in the sole discretion of the
Indemnified Parties, reimburse and/or indemnify the Indemnified Parties for all Costs imposed on,
incurred by, or asserted against the Indemnified Parties by reason of any items set forth in this
Agreement and/or the enforcement or preservation of the Indemnified Parties’ rights under this
Agreement. Any amount payable to the Indemnified Parties under this Section shall (a) be deemed a
demand obligation, (b) be part of the Obligations, (c) bear interest at the applicable interest
rates specified in the Note, which shall be the Default Rate unless prohibited by Laws, until paid
if not paid on demand, (d) be secured by the Instrument, and (e) be allowed and included as part of
the Obligations in any foreclosure, decree for sale, power of sale, or other judgment or decree
enforcing Lender’s rights under the Documents. As used herein, the term “on demand” shall have the
same meaning as in the Instrument.



4. Recourse Obligations and Survivability. The obligations of Borrower under this
Agreement shall be a full recourse obligation of Borrower. The obligations of Borrower under this
Agreement shall survive (a) repayment of the Obligations, (b) any termination, satisfaction,
assignment or foreclosure of the Instrument, (c) the acceptance by Lender (or any nominee) of a
deed in lieu of foreclosure, (d) a plan of reorganization filed under the Bankruptcy Code, or
(e) the exercise by the Lender of any rights hereunder or in the other Documents. Borrower’s
obligations under this Agreement shall not be affected by the absence or unavailability of
insurance covering the same or by the failure or refusal by any insurance carrier to perform any
obligation under any applicable insurance policy.



5. Unimpaired Liability. The liability of Borrower under this Agreement shall in no
way be limited or impaired by, and Borrower consents to and agrees to be bound by, any amendment or
modification of the provisions of the Documents (other than this Agreement) by Borrower or any
successor-in-interest to Borrower. In addition, the liability of Borrower shall in no way be
limited or impaired by (a) any extension(s) of time for performance required under the Documents,
(b) the accuracy or inaccuracy of the representations and warranties made by any Borrower under the
Documents, (c) the release of Borrower or person from performance or observance of any of the
agreements, covenants, terms or conditions contained in any of the Documents (other than this
Agreement) by operation of law, Lender’s voluntary act, or otherwise, (d) the release or
substitution in whole or in part of any security for the Note, or (e) Lender’s failure to record or
file (or improper filing or recording of) any of the Documents or Lender’s failure to otherwise
perfect, protect, secure or insure any security interest or lien given as security for the Note;
and, in all such cases, whether with or without notice to Borrower and with or without
consideration.



6. Enforcement. Lender may enforce the obligations of Borrower under this Agreement
without first resorting to or exhausting any security or collateral or without first having
recourse to the Documents or any of the Property, through foreclosure proceedings or otherwise;
provided, however, that nothing herein shall inhibit or prevent Lender from suing on the Note or
exercising any other rights or remedies in the Documents. This Agreement is not collateral or
security for the debt of Borrower pursuant to the Loan, unless Lender expressly elects in writing
to make this Agreement additional collateral or security for the debt of Borrower pursuant to the
Loan. It is not necessary for an Event of Default to have occurred under the Documents for Lender
to exercise its rights under this Agreement.



7. Waivers and Delays. To the fullest extent Borrower may do so under Laws, Borrower
agrees as follows:



(a) No failure, refusal, waiver, or delay by Lender to exercise any rights under this
Agreement or the Documents upon any default or Event of Default shall impair Lender’s rights or be
construed as a waiver of, or acquiescence to, such or any subsequent default or Event of Default.
No recovery of any judgment by Lender and no levy of an execution upon the Property or any other
property of Borrower shall affect the lien and security interest created by the Instrument, and
such liens, rights, powers, and remedies shall be impaired only to the extent of such judgment or
levy. Lender may resort to any security given by the Instrument or any other security now given or
hereafter existing to secure the Obligations, in whole or in part, in such portions and in such
order as Lender may deem advisable, and no such action shall be construed as a waiver of any of the
liens, rights, or benefits granted hereunder. Acceptance of any payment after any Event of Default
shall not be deemed a waiver or a cure of such Event of Default and such acceptance shall be deemed
an acceptance on account only. If Lender has started enforcement of any right by foreclosure,
sale, entry, or otherwise, and such proceeding shall be discontinued, abandoned, or determined
adversely for any reason, then Borrower and Lender shall be restored to their former positions and
rights under the Documents with respect to the Property, subject to the lien and security interest
of the Instrument.



(b) Borrower waives and relinquishes all rights and remedies under Laws for the benefit of
Borrower or guarantors except any rights of subrogation which any Borrower may have; provided,
however, that the indemnity in this Agreement is not (i) contingent upon the existence of any such
rights of subrogation or (ii) subject to any claims or defenses which may be asserted in connection
with the enforcement of such subrogation rights including any claim that such rights were abrogated
by any acts of Lender. No delay by Lender in exercising any right, power or privilege under this
Agreement shall operate as a waiver of any such privilege, power or right.



8. Subrogation. Borrower shall take all reasonable actions, including institution of
legal action against third-parties, necessary or appropriate to obtain reimbursement, payment or
compensation from persons responsible for the presence of any Hazardous Materials affecting the
Property or otherwise obligated by Laws to bear the cost. Lender shall be subrogated to all of
Borrower’s present and future rights in such claims.



9. Notice of Legal Actions. Borrower shall, within seven (7) days of receipt, give
written notice to Lender of (a) any notice, advice or other communication from any governmental
entity or any source with respect to Hazardous Materials affecting the Property and (b) any legal
action brought against such party or related to the Property, with respect to which any Borrower
may have liability under this Agreement.



10. Notices. All notices or other written communications under this Agreement shall
be given in accordance with and governed by Section 9.02 of the Instrument.



11. Applicable Law. Borrower agrees that the provisions of Section 9.04 of the
Instrument shall apply to this Agreement.



12. No Third-party Beneficiary. The terms of this Agreement are for the sole and
exclusive protection and use of the Indemnified Parties. No other party shall be a third-party
beneficiary under this Agreement, and no provision of this Agreement shall operate or inure to the
use and benefit of any such third party. It is agreed that those persons included in the
definition of Indemnified Parties are not excluded third-party beneficiaries.



13. Intentionally Omitted.



14. JURISDICTION. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THE LOAN, THE DOCUMENTS, THE PROPERTY OR THE RELATIONSHIP OF LENDER AND BORROWER
HEREUNDER (“PROCEEDINGS”) EACH PARTY IRREVOCABLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF CALIFORNIA AND THE UNITED STATES DISTRICT COURTS LOCATED IN THE STATE OF
CALIFORNIA, (B) AGREES THAT THE EXCLUSIVE VENUE FOR JUDICIAL REFERENCE PROCEEDINGS PURSUANT TO
SECTION 15(b) BELOW SHALL BE THE CITY AND COUNTY OF LOS ANGELES, AND (C) WAIVES ANY OBJECTION
WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT,
WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER
WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE
JURISDICTION OVER SUCH PARTY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING, FULL
REPAYMENT OR ANY EARLIER TERMINATION, OF THE LOAN OR ANY LOAN DOCUMENT.



15. Resolution of Disputes.



(a) WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HEREBY AGREES TO, AND DOES, WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THE LOAN, ANY DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT
BETWEEN THE PARTIES RELATING TO THE LOAN, THE DOCUMENTS, THE PROPERTY OR ANY DEALINGS BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER OF ANY OF THE DOCUMENTS. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES (EACH A “DISPUTE”, AND COLLECTIVELY, ANY OR
ALL, THE “DISPUTES”) OF ANY KIND WHATSOEVER THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THE LOAN, ANY DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT BETWEEN THE PARTIES
RELATING TO THE LOAN, THE DOCUMENTS, THE PROPERTY OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO
THE SUBJECT MATTER OF ANY OF THE DOCUMENTS, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, ANTITRUST CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON-LAW OR STATUTORY CLAIMS.
EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTERING INTO THIS
AGREEMENT AND ALL OTHER AGREEMENTS AND INSTRUMENTS PROVIDED FOR HEREIN, AND THAT EACH WILL CONTINUE
TO BE BOUND BY AND RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH LEGAL COUNSEL OF ITS OWN CHOOSING, OR
HAS HAD AN OPPORTUNITY TO DO SO, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
HAVING HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT
IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR
DOCUMENT ENTERED INTO BETWEEN THE PARTIES IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT. IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT
WITHOUT A JURY.



LENDER’S INITIAL:      BORROWER’S INITIAL:      



(b) Consent to Judicial Reference. If and to the extent that Section 15(a)
immediately above is determined by a court of competent jurisdiction to be unenforceable or is
otherwise not applied by any such court, each of the parties to this Agreement hereby consents and
agrees that (a) any and all Disputes shall be heard by a referee in accordance with the general
reference provisions of California Code of Civil Procedure Section 638, sitting without a jury in
the City and County of Los Angeles, California, (b) such referee shall hear and determine all of
the issues in any Dispute (whether of fact or of law), including issues pertaining to a
“provisional remedy” as defined in California Code of Civil Procedure Section 1281.8, including
without limitation, entering restraining orders, entering temporary restraining orders, issuing
temporary and permanent injunctions and appointing receivers, and shall report a statement of
decision, provided that, if during the course of any Dispute any party desires to seek such a
“provisional remedy” but a referee has not been appointed, or is otherwise unavailable to hear the
request for such provisional remedy, then such party may apply to the Los Angeles Superior Court
for such provisional relief, and (c) pursuant to California Code of Civil Procedure Section 644,
judgment may be entered upon the decision of such referee in the same manner as if the Dispute had
been tried directly by a court. The parties shall use their respective commercially reasonable and
good faith efforts to agree upon and select such referee, provided that such referee must be a
retired California state or federal judge, and further provided that if the parties cannot
agree upon a referee, the referee shall be appointed by the Presiding Judge of the Los Angeles
Superior Court. Each party hereto acknowledges that this consent and agreement is a material
inducement to enter into this Agreement, the Documents and all other agreements and instruments
provided for herein or therein, and that each will continue to be bound by and to rely on this
consent and agreement in their related future dealings. The parties shall share the cost of the
referee and reference proceedings equally; provided that, the referee may award
attorneys’ fees and reimbursement of the referee and reference proceeding fees and costs to the
prevailing party, whereupon all referee and reference proceeding fees and charges will be payable
by the non-prevailing party (as so determined by the referee). Each party hereto further warrants
and represents that it has reviewed this consent and agreement with legal counsel of its own
choosing, or has had an opportunity to do so, and that it knowingly and voluntarily gives this
consent and enters into this Agreement having had the opportunity to consult with legal counsel.
This consent and agreement is irrevocable, meaning that it may not be modified either orally or in
writing, and this consent and agreement shall apply to any subsequent amendments, renewals,
supplements, or modifications to this Agreement or any other agreement or document entered into
between the parties in connection with this Agreement. In the event of litigation, this Agreement
may be filed as evidence of either or both parties’ consent and agreement to have any and all
Disputes heard and determined by a referee under California Code of Civil Procedure Section 638.
Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that
this provision shall have no application to any non-judicial foreclosure of all or any portion of
the Property whether pursuant to the provisions of the Documents or applicable law.



Lender’s Initial:      Borrower’s Initial:      



(c) Not Applicable to Non-Judicial Foreclosures/Realization on Collateral.
Notwithstanding anything to the contrary contained in Section 15, the parties hereto understand,
acknowledge and agree that (i) the provisions of Section 15(b) shall have no application to any
non-judicial foreclosure and/or private (i.e.,non-judicial) sale under the California Commercial
Code as to all or any portion of the Property whether pursuant to the provisions of the Documents
or applicable law; provided, however, in the event Borrower contests the same, then the provisions
of Section 15(b) shall apply to any Dispute arising therefrom (but not the non-judicial foreclosure
proceeding, which may remain pending), and (ii) the provisions of Section 15(b) shall not be deemed
to be a waiver by, or a limitation upon, the rights of Lender to proceed with a non-judicial
foreclosure or private sale under said Commercial Code as a permitted remedy hereunder or under
applicable law.



16. California Local Law Provisions.



(a) Borrower hereby agrees that this Agreement constitutes a written consent to waiver of
trial by jury pursuant to the provisions of California Code of Civil Procedure Section 631 and
Borrower does hereby constitute and appoint Lender its true and lawful attorney-in-fact, which
appointment is coupled with an interest, and Borrower does hereby authorize and empower Lender, in
the name, place and stead of Borrower, to file this Agreement with the clerk or judge of any court
of competent jurisdiction as statutory written consent to waiver of trial by jury.



(b) Without limiting any of the remedies provided in the Documents, Borrower acknowledges and
agrees that the provisions of this Agreement are environmental provisions, as that term is defined
in Section 736(f)(2) of the California Code of Civil Procedure, made by the Borrower relating to
the real property security, and that Borrower’s failure to comply with the terms of this Agreement
is a breach of contract such that Lender shall have the remedies provided under Section 736 of the
California Code of Civil Procedure (“Section 736”) for the recovery of damages and for the
enforcement thereof. Pursuant to Section 736, Lender’s action for recovery of damages or
enforcement of this Agreement shall not constitute an action within the meaning of Section 726(a)
of the California Code of Civil Procedure or constitute a money judgment for a deficiency or a
deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, or 726(b) of the
California Code of Civil Procedure. Borrower agrees that Lender will have the same right, power
and authority to enter and inspect the Property as is granted to the secured lender under
Section 2929.5 of the California Civil Code, and that Lender will have the right to appoint a
receiver to enforce this right to enter and inspect the Property to the extent such authority is
provided under California law, including, without limitation, the authority given to the secured
lender under Section 564(c) of the California Code of Civil Procedure.



1




[remainder of page intentionally left blank]

[signature page to environmental indemnity]




IN WITNESS WHEREOF, Borrower has duly executed this Agreement as of the date first above
written.




BORROWER:




HINES REIT ONE WILSHIRE LP, a Delaware limited
partnership




By: Hines REIT One Wilshire GP LLC, a Delaware
limited liability company, its sole general partner




By: Name: Its:



2




EXHIBIT A




Legal Description




PARCEL 1:



ALL THAT PARCEL OF LAND LOCATED IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, COMPRISING (1) LOT “A” OF TRACT NO. 1523, AS PER MAP RECORDED IN BOOK 20 PAGE 13 OF
MAPS, (2) LOT “A” OF TRACT NO. 10427, AS PER MAP RECORDED IN BOOK 158 PAGE 39 OF MAPS, AND (3)
PORTIONS OF THE SUBDIVISION OF LOTS 4, 5, 9 AND 10 OF BLOCK 20 OF ORD’S SURVEY, AS PER MAP RECORDED
IN BOOK 3 PAGE 43 OF MISCELLANEOUS RECORDS, ALL IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, AND BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:



BEGINNING AT THE INTERSECTION OF THE SOUTHEAST LINE OF GRAND AVENUE, 80 FEET WIDE, WITH THE
SOUTHWEST LINE OF TRACT NO. 667, AS PER MAP RECORDED IN BOOK 17 PAGES 30 AND 31 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT OF BEGINNING BEING SOUTH 37 DEGREES 16’
25” WEST ALONG SAID SOUTHEAST LINE OF GRAND AVENUE, 125.56 FEET FROM THE SOUTHWEST LINE OF SIXTH
STREET, 70 FEET WIDE; THENCE SOUTH 52 DEGREES 10’ 05” EAST ALONG SAID SOUTHWEST LINE OF TRACT NO.
667, 112.00 FEET TO THE MOST SOUTHERLY CORNER OF SAID TRACT NO. 667; THENCE NORTH 37 DEGREES 33’
55” EAST ALONG THE SOUTHEAST LINE OF SAID TRACT NO. 667, 0.33 FEET TO A POINT IN THE SOUTHWEST LINE
OF LOT “C” OF SAID SUBDIVISION OF LOTS 4, 5, 9 AND 10 IN BLOCK 20 OF ORD’S SURVEY; THENCE SOUTH 52
DEGREES 06’ 05” EAST ALONG THE NORTHWEST LINES OF LOTS “C” AND “D” OF SAID SUBDIVISION OF BLOCK 20
OF ORD’S SURVEY, 56.04 FEET TO THE BISECTING CENTER LINE OF SAID BLOCK 20 OR ORD’S SURVEY, ALSO
KNOWN AS THE DIVISION LINE BETWEEN PARCEL 1 AND 2 ON THE MAP ATTACHED TO THE QUITCLAIM DEED,
RECORDED IN BOOK 6753 PAGE 384, OFFICIAL RECORDS; THENCE SOUTH 37 DEGREES 35’ 05” WEST ALONG SAID
BISECTING CENTER LINE, 55.88 FEET TO THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWEST LINE OF LOT
“H” OF SAID SUBDIVISION OF BLOCK 20 OF ORD’S SURVEY; THENCE SOUTH 52 DEGREES 05’ 00” EAST ALONG THE
SOUTHEASTERLY PROLONGATION OF THE SOUTHWEST LINE OF LOT “H” OF SAID SUBDIVISION OF BLOCK 20 OF
ORD’S SURVEY, 1.01 FEET TO THE MOST EASTERLY CORNER OF LOT “A” OF SAID TRACT NO. 10427; THENCE
ALONG THE SOUTHEASTERLY LINE OF LOT “A” OF SAID TRACT NO. 10427 AND ALONG THE SOUTHEASTERLY LINE OF
LOT “A” OF SAID TRACT NO. 1523, AS FOLLOWS:



SOUTH 35 DEGREES 26’ 00” WEST 2.32 FEET, SOUTH 36 DEGREES 17’ 55” WEST 54.94 FEET AND SOUTH 37
DEGREES 54’ 00” WEST 145.63 FEET TO THE MOST SOUTHERLY CORNER OF LOT “A” OF SAID TRACT NO. 1523;
THENCE NORTH 51 DEGREES 55’ 00” WEST ALONG THE SOUTHWEST BOUNDARY OF SAID LOT “A” OF TRACT NO.
1523, 168.18 FEET TO THE MOST WESTERLY CORNER OF SAID LOT “A”; THENCE NORTH 37 DEGREES 16’ 25” EAST
ALONG THE NORTHWEST BOUNDARIES OF LOT “A” OF TRACT NO. 1523, LOT “A” OF TRACT NO. 10427, AND SAID
SUBDIVISION OF LOTS 4, 5, 9 AND 10 OF BLOCK 20 OF SAID ORD’S SURVEY, SAID NORTHWEST BOUNDARIES ALSO
BEING THE SOUTHEAST LINE OF GRAND AVENUE; 257.73 FEET TO THE POINT OR PLACE OF BEGINNING.



ASSESSOR’S PARCEL NO. 5144-004-014



PARCEL 2:



THE SOUTHERLY 96 FEET OF LOT 7 OF BLOCK 20 OF ORD’S SURVEY, IN THE CITY OF LOS ANGELES, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53 PAGE 66 ET SEQ., OF MISCELLANEOUS
RECORDS, SAID LOT BEING ALSO KNOWN AS LOT A OF TRACT NO. 811, RECORDED IN BOOK 16 PAGE 81 OF MAPS.



ASSESSOR’S PARCEL NO. 5144-004-029



PARCEL 3:



THAT PORTION OF GRAND AVENUE, 80 FEET WIDE, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS SHOWN ON MAP OF TRACT NO. 1523, RECORDED IN BOOK 20, PAGE 13 OF MAPS,
RECORDS OF SAID COUNTY, WITHIN A 3 FOOT WIDE STRIP OF LAND, THE CENTERLINE OF SAID STRIP LYING
PARALLEL WITH AND 55 FEET NORTHEASTERLY, MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE OF WILSHIRE
BOULEVARD, 80 FEET WIDE, PER FIELD BOOK 14609-17 ON FILE IN THE OFFICE OF THE CITY ENGINEER.



SAID STRIP SHALL BE EXTENDED OR SHORTENED TO TERMINATE SOUTHEASTERLY IN THE SOUTHEASTERLY
RIGHT-OF-WAY LINE AND NORTHWESTERLY IN THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID GRAND AVENUE.



PARCELS 1, 2, AND 3 ABOVE BEING THE SAME PROPERTY AS DESCRIBED ERRONEOUSLY IN THE DEED TO HINES
REIT ONE WILSHIRE LP, A DELAWARE LIMITED PARTNERSHIP RECORDED AUGUST 3, 2007 AS INSTRUMENT NO.
20071838119.




3