Exh 10.9 1/5/2006 Cerritos I LLC Deed of Trust


    
      

    

    Exhibit
      10.9

    
 

    This
      instrument was prepared by and

    after
      recording return to:

    KATTEN
      MUCHIN ROSENMAN LLP

    2029
      Century Park East, Suite 2600

    Los
      Angeles, California 90067-3012

    Attention:
      Christine
      N. Fitzgerald, Esq.

    


    


    


    


    


    


    


    


    


    


    LEASEHOLD
      DEED OF TRUST, SECURITY AGREEMENT

    AND
      FIXTURE FILING

     

    Maguire
      Macquarie - Cerritos I, LLC,

    a Delaware limited
      liability company

    Grantor,
      

    


    to

    


    First
      American Title Insurance Company,
      as Trustee 

    (Trustee)

    


    for
      the benefit of

     

    LaSalle
      Bank National Association,

    a
      national banking association

    (Beneficiary)

    


    


    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    LEASEHOLD
      DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING

     

    Table
      of Contents

     

     

    
      
        
          	 Paragraph	
                   Page       

                
	
                  1.

                	
                  Payment
                    of Indebtedness; Performance of Obligations

                	
                  3

                
	
                  2.

                	
                  Taxes
                    and Other Obligations

                	
                  3

                
	
                  3.

                	
                  Reserves
                    for Taxes/Ground Rents/Insurance/Replacement Reserve/Tenant Improvements
                    and Leasing Reserve.

                	
                  3

                
	
                  4.

                	
                  Use
                    of Property

                	
                  9

                
	
                  5.

                	
                  Insurance
                    and Condemnation

                	
                  9

                
	
                  6.

                	
                  Preservation
                    and Maintenance of Property

                	
                  14

                
	
                  7.

                	
                  Protection
                    of Beneficiary’s Security; Leases

                	
                  14

                
	
                  8.

                	
                  Inspection

                	
                  15

                
	
                  9.

                	
                  Books
                    and Records

                	
                  15

                
	
                  10.

                	
                  Financial
                    Statements

                	
                  16

                
	
                  11.

                	
                  Hazardous
                    Substances

                	
                  18

                
	
                  12.

                	
                  Representations
                    and Covenants.

                	
                  18

                
	
                  13.

                	
                  Lease
                    Assignment

                	
                  22

                
	
                  14.

                	
                  Subordination,
                    Non-Disturbance and Attornment Agreements/Estoppel
                    Certificates.

                	
                  22

                
	
                  15.

                	
                  Transfers
                    of the Property or Ownership Interests in Grantor; Assumption;
                    Due on
                    Sale/Encumbrance.

                	
                  22

                
	
                  16.

                	
                  No
                    Additional Liens

                	
                  27

                
	
                  17.

                	
                  Single
                    Asset Entity

                	
                  27

                
	
                  18.

                	
                  Grantor
                    and Lien Not Released

                	
                  33

                
	
                  19.

                	
                  Uniform
                    Commercial Code Security Agreement and Fixture Filing

                	
                  33

                


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    20.

                  	
                    Events
                      of Default; Acceleration of Indebtedness; Remedies

                  	
                    35

                  
	
                    21.

                  	
                    Entry;
                      Remedies

                  	
                    37

                  
	
                    22.

                  	
                    Expenditures
                      and Expenses

                  	
                    41

                  
	
                    23.

                  	
                    Application
                      of Proceeds of Sale

                  	
                    42

                  
	
                    24.

                  	
                    Appointment
                      of Receiver or Mortgagee in Possession

                  	
                    42

                  
	
                    25.

                  	
                    Forbearance
                      by Beneficiary Not a Waiver

                  	
                    42

                  
	
                    26.

                  	
                    Waiver
                      of Statute of Limitations

                  	
                    42

                  
	
                    27.

                  	
                    Waiver
                      of Homestead and Redemption

                  	
                    42

                  
	
                    28.

                  	
                    Jury
                      Trial Waiver

                  	
                    42

                  
	
                    29.

                  	
                    Indemnification

                  	
                    43

                  
	
                    30.

                  	
                    Duty
                      to Defend

                  	
                    44

                  
	
                    31.

                  	
                    ERISA

                  	
                    44

                  
	
                    32.

                  	
                    No
                      Oral Change

                  	
                    44

                  
	
                    33.

                  	
                    Notice

                  	
                    45

                  
	
                    34.

                  	
                    Successors
                      and Assigns Bound; Joint and Several Liability; Agents;
                      Captions

                  	
                    45

                  
	
                    35.

                  	
                    Governing
                      Law; Jurisdiction; Severability

                  	
                    45

                  
	
                    36.

                  	
                    Release

                  	
                    46

                  
	
                    37.

                  	
                    Covenants
                      Running with the Land

                  	
                    46

                  
	
                    38.

                  	
                    Terms

                  	
                    46

                  
	
                    39.

                  	
                    Loss
                      of Note

                  	
                    46

                  
	
                    40.

                  	
                    Changes
                      in the Laws Regarding Taxation

                  	
                    46

                  
	
                    41.

                  	
                    Substitution
                      of Trustee

                  	
                    46

                  


          

           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

           

          
            	
                    42.

                  	
                    Exculpation

                  	
                    47

                  
	
                    43.

                  	
                    Disclosure
                      of Information

                  	
                    47

                  
	
                    44.

                  	
                    Sale
                      of Loan; Securitization

                  	
                    47

                  
	
                    45.

                  	
                    Actions
                      and Proceedings

                  	
                    49

                  
	
                    46.

                  	
                    No
                      Third Party Beneficiaries

                  	
                    49

                  
	
                    47.

                  	
                    Customer
                      Identification - USA Patriot Act Notice

                  	
                    49

                  
	
                    48.

                  	
                    Exhibits
                      and Riders

                  	
                    50

                  
	
                    49.

                  	
                    Counterparts

                  	
                    50

                  
	
                    50.

                  	
                    Disclaimers

                  	
                    50

                  
	
                    51.

                  	
                    Clearing
                      Account

                  	
                    51

                  
	
                    52.

                  	
                    Cash
                      Management Account

                  	
                    52

                  
	
                    53.

                  	
                    No
                      Offset

                  	
                    53

                  
	
                    54.

                  	
                    Waivers

                  	
                    53

                  
	
                    55.

                  	
                    Continuation
                      of Payments

                  	
                    53

                  
	
                    56.

                  	
                    Delivery
                      of Recorded Mortgage

                  	
                    54

                  
	
                    57.

                  	
                    Request
                      for Notice

                  	
                    54

                  


          

        

      

    

     

     

    Exhibit
      A
      - Legal
      Description

    Exhibit
      B
      -
      Personal Property Description

    Exhibit
      C -
      Pending
      and Threatened Litigation

    


     


    
      
        
        

      

      
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    Defined
      Terms

     

    As
      used
      in this Deed of Trust, the following terms shall have the following meanings
      assigned to them:

     

    


    
      	
              Grantor

               

            	
              Maguire
                Macquarie - Cerritos I, LLC,

               

              a
                Delaware limited liability company

               

            
	
              Grantor’s
                Address

               

            	
              333
                South Grand Avenue, Suite 400

              Los
                Angeles,
                California 90071

               

              Attention:
                Robert F. Maguire III and Mark T. Lammas, Esq.

               

            
	
              Property
                Address

               

            	
              Cerritos
                Corporate Center

              12900
                Park Plaza Drive & 12911 183rd Street

              Cerritos,
                Los
                Angeles
                County, California

               

            
	
              Beneficiary

               

            	
              LaSalle
                Bank National Association, a national banking association, and its
                successors and assigns as holders of the Note

               

            
	
              Beneficiary’s
                Address

               

            	
              135
                South LaSalle Street, Suite 3410

              Chicago,
                Illinois 60603

              Attention:
                Real Estate Capital Markets

              Re:
                Cerritos
                Corporate Center

               

            
	
              Trustee

               

            	
              First
                American Title Insurance Company

               

            
	
              Trustee’s
                Address

               

            	
              550
                South Hope Street, Suite 1950

              Los
                Angeles,
                California 90071

               

            
	
              Note

               

            	
              That
                Promissory Note of even date herewith made by Grantor to the order
                of
                Beneficiary in the Principal Amount, together with all notes issued
                in
                substitution or exchange therefor, as any of the foregoing may be
                amended,
                consolidated, modified or supplemented from time to time

               

            
	
              Principal
                Amount

               

            	
              $95,000,000.00

               

            
	
              Maturity
                Date

               

            	
              February
                1, 2016

               

            
	
              Land

               

            	
              The
                property described on Exhibit
                A
                to
                this Deed of Trust

               

            
	
              Personal
                Property

               

            	
              The
                property described on Exhibit
                B
                to
                this Deed of Trust

               

            
	
              Replacement
                Reserve

              Monthly
                Payment

               

            	
              $5,441.67

               

            
	
              TI
                and Leasing Reserve

              Monthly
                Payment

               

            	
              Zero
                Dollars

               

            
	
              Permitted
                Use

               

            	
              Office

               

            
	
              Guarantor

               

            	
              Maguire
                Macquarie Office, LLC,

              a
                Delaware limited liability company

              333
                South Grand Avenue, Suite 400

              Los
                Angeles,
                California 90071

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    THIS
      LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE
      FILING
      (“Deed
      of Trust”)
      is made
      as of the 5th day of January, 2006,
      by
      Grantor to Trustee, for the benefit of Beneficiary.

     

    R
      E C I T A L S:

     

    A. Grantor
      has executed and delivered to Beneficiary the Note (which is hereinafter
      referred to as the “Note”),
      providing for monthly installments of principal and interest, with the balance
      thereof, if not sooner due or paid as set forth in the Note, due and payable
      on
      the Maturity Date;

     

    B. Beneficiary
      wishes to secure (i) the prompt payment of the Note, together with all
      interest thereon in accordance with the terms of the Note, as well as the prompt
      payment of any additional indebtedness accruing to Beneficiary on account of
      any
      future payments, advances or expenditures made by Beneficiary pursuant to the
      Note or this Deed of Trust or any other agreement, document, or instrument
      securing the payment of the indebtedness evidenced by the Note (the Note, this
      Deed of Trust, and any other documents evidencing or securing the indebtedness
      evidenced by the Note or executed in connection therewith, and any modification,
      renewal, and/or extension thereof, are hereinafter collectively referred to
      as
      the “Loan
      Documents”),
      and
      (ii) the prompt performance of each and every covenant, condition, and
      agreement now or hereafter arising contained in the Loan Documents of Grantor.
      All payment obligations of Grantor or any Guarantor are hereinafter sometimes
      collectively referred to as the “Indebtedness”
      and all
      other obligations of Grantor or any Guarantor are hereinafter sometimes
      collectively referred to as the “Obligations”;
      and

     

    C. The
      Schedule of Defined Terms appearing immediately before this page is incorporated
      into this Deed of Trust by reference with the same force and effect as if
      contained in the body hereof.

     

    NOW,
      THEREFORE, TO SECURE TO BENEFICIARY
      the
      repayment of the Indebtedness and the performance of the Obligations, Grantor
      has mortgaged, given, granted, bargained, sold, alienated, enfeoffed,
      transferred, conveyed, confirmed, warranted, pledged, assigned, hypothecated
      and
      granted and by these presents Grantor has executed this Deed of Trust and does
      hereby irrevocably mortgage, give, grant, bargain, sell, alien, enfeoff,
      transfer, convey, confirm, warrant, pledge, assign, hypothecate and grant a
      security interest in and to Trustee, IN TRUST, WITH POWER OF SALE and right
      of
      entry and possession, the following described property and all proceeds thereof
      (which property is hereinafter sometimes collectively referred to as the
“Property”):

     

    A. A
      leasehold interest in the Land;

     

    B. All
      improvements of every nature whatsoever now or hereafter situated on the Land
      and owned by Grantor (the “Improvements”),
      and
      all machinery, furnishings, equipment, fixtures (the “Fixtures”),
      mechanical systems and other personal property now or hereafter owned by Grantor
      and used in connection with the operation of the Improvements;

     

    C. All
      easements, rights-of-way, strips and gores of land, streets, ways, alleys,
      passages, sewer rights, water, water courses, water rights and powers, air
      rights and development rights, and 

     


    
      
        
        

      

      
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    all
      estates, rights, titles, interests, privileges, liberties, tenements,
      hereditaments and appurtenances of any nature whatsoever, in any way belonging,
      relating or pertaining to the Land and the Improvements and the reversion and
      reversions, remainder and remainders, and all land lying in the bed of any
      street, road or avenue, opened or proposed, in front of or adjoining the Land,
      to the center line thereof and all the estates, rights, titles, interests,
      dower
      and rights of dower, curtesy and rights of curtesy, property, possession, claim
      and demand whatsoever, both at law and in equity, of Grantor of, in and to
      the
      Land and the Improvements and every part and parcel thereof, with the
      appurtenances thereto;

     

    D. All
      agreements affecting the use, enjoyment or occupancy of the Land and/or
      Improvements now or hereafter entered into (the “Leases”),
      including that certain Cerritos Towne Center Ground Lease dated as of August
      24,
      1998 by and between The Cerritos Redevelopment Agency, a public body corporate
      and politic (“Ground
      Lessor”),
      as
      landlord, and Commonwealth/Cousins I, LLC, a Delaware limited liability company,
      as tenant, as amended (the “Ground
      Lease”),
      including any and all guaranties of such Leases, and the immediate and
      continuing right to collect all rents, income, receipts, royalties, profits,
      issues, service reimbursements, fees, accounts receivables, revenues and
      prepayments of any of the same from or related to the Land and/or Improvements
      from time to time accruing under the Leases and/or the operation of the Land
      and/or Improvements (the “Rents”),
      reserving to Grantor, however, so long as no “Event
      of Default”
      (hereinafter defined) has occurred hereunder, a revocable license to receive
      and
      apply the Rents in accordance with the terms and conditions of Paragraph
      13
      of this
      Deed of Trust;

     

    E. The
      Personal Property;

     

    F. All
      awards or payments, including interest thereon, which may heretofore and
      hereafter be made with respect to the Land and the Improvements, whether from
      the exercise of the right of eminent domain or condemnation (including but
      not
      limited to any transfer made in lieu of or in anticipation of the exercise
      of
      said rights), or for a change of grade, or for any other injury to or decrease
      in the value of the Land and Improvements;

     

    G. All
      proceeds of and any unearned premiums on any insurance policies covering the
      Property, including, without limitation, the right to receive and apply the
      proceeds of any insurance, judgments, or settlements made in lieu thereof,
      for
      damage to the Property;

     

    H. All
      proceeds of the conversion, voluntary or involuntary, of any of the foregoing
      including, without limitation, proceeds of insurance and condemnation awards,
      into cash or liquidation claims; 

     

    I. The
      Clearing Account and Cash Management Account (as those terms are hereinafter
      defined) and all deposits therein as hereinafter provided for in this Deed
      of
      Trust; and

     

    J. Any
      and
      all proceeds and products of any of the foregoing and any and all other security
      and collateral of any nature whatsoever, now or hereafter given for the
      repayment of the Indebtedness and the performance of Grantor’s obligations under
      the Loan Documents, including (without limitation) the Replacement Reserve,
      the
      TI and Leasing Reserve, the Cingular Reserve and all other escrows established
      with Beneficiary by Grantor.

     

     


    
      
        
        

      

      
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    AND
      without
      limiting any of the other provisions of this Deed of Trust, to the extent
      permitted by applicable law, Grantor expressly grants to Beneficiary, as a
      secured party, a security interest in the portion of the Property that is or
      may
      be subject to the provisions of the Uniform Commercial Code that are applicable
      to secured transactions; it being understood and agreed that the Improvements
      and Fixtures are part and parcel of the Land (the Land, the Improvements and
      the
      Fixtures are collectively referred to as the “Real
      Property”)
      appropriated to the use thereof and, whether affixed or annexed to the Real
      Property or not, shall for the purposes of this Deed of Trust be deemed
      conclusively to be real estate and mortgaged hereby.

     

    TO
      HAVE AND TO HOLD
      the
      Property and all parts thereof, together with the rents, issues, profits and
      proceeds thereof, unto Beneficiary and to the use, benefit and advantage of
      Beneficiary, forever, in Trust, subject, however, to the terms, covenants,
      and
      conditions herein.

     

    At
      no
      time shall the principal amount of the Indebtedness, not including sums advanced
      in accordance herewith to protect the security of this Deed of Trust, exceed
      two
      hundred percent (200%)
      of the
      original amount of the Note.

     

    Grantor
      covenants and agrees with Trustee and Beneficiary as follows:

     

    1. Payment
      of Indebtedness; Performance of Obligations.
      Grantor
      shall promptly pay when due the Indebtedness and shall promptly perform all
      Obligations.

     

    2. Taxes
      and Other Obligations.
      Grantor
      shall pay, when due, and before any interest, collection fees or penalties
      shall
      accrue, all taxes, assessments, fines, impositions and other charges and
      obligations, including charges and obligations for any present or future repairs
      or improvements made on the Property, or for any other goods or services or
      utilities furnished to the Property, which may become a lien on or charge
      against the Property prior to this Deed of Trust, subject, however, to Grantor’s
      right to contest such lien or charge upon the posting of security reasonably
      satisfactory to Beneficiary so long as such contest stays the enforcement or
      collection of such lien or charge. Should Grantor fail to make such payments,
      Beneficiary may, at its option and at the expense of Grantor, pay the amounts
      due for the account of Grantor. Upon the request of Beneficiary, Grantor shall
      immediately furnish to Beneficiary all notices of amounts due and receipts
      evidencing payment. Grantor shall promptly notify Beneficiary of any lien on
      all
      or any part of the Property and shall promptly discharge any unpermitted lien
      or
      encumbrance.

     

    3. Reserves
      for Taxes/Ground Rents/Insurance/Replacement Reserve/Tenant Improvements and
      Leasing Reserve/Cingular Reserve.

     

    (a) At
      the
      time of the closing of the Loan, Grantor shall pay to Beneficiary a sum equal
      to
      $43,942.27 (“Ground
      Rent Deposit”),
      representing one (1) month of rent due under the Ground Lease (the “Ground
      Lease Reserve”),
      which
      shall be held by Beneficiary as additional security for the Loan. In addition,
      unless such payments are being paid in full directly to Ground Lessor by
      Cingular (as defined in clause (f) below) pursuant to the Phase I Lease (as
      defined in clause (f) below) and the Phase II Lease (as defined in clause (f)
      below), Grantor shall pay to Beneficiary for deposit into the Ground Lease
      Reserve, at the time of and in addition to the monthly installments of principal
      and/or interest due under the Note, a sum equal to the amount estimated by
      Beneficiary from time to time to be sufficient to 

     


    
      
        
        

      

      
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    enable
      Beneficiary to pay before they become due and payable all ground rents under
      the
      Ground Lease. Grantor shall notify Beneficiary promptly of any changes to the
      amounts, schedules and instructions for payment of any obligations due under
      the
      Ground Lease of which Grantor has or obtains knowledge and authorizes
      Beneficiary or its agent to obtain the bills for ground rents directly from
      the
      appropriate Ground Lessor. So long as no Event of Default exists hereunder,
      Beneficiary shall apply the sums so paid by Grantor to pay such ground rents.
      In
      making any such payments, Beneficiary may do so according to any bill, statement
      or estimate obtained by Beneficiary in good faith, without inquiry into the
      accuracy of such bill, statement or estimate or into the validity thereof.
      The
      Ground Lease Reserve may be commingled with the general funds of Beneficiary
      and
      such Ground Lease Reserve shall not constitute trust funds. The funds contained
      in the Ground Lease Reserve shall bear interest for the benefit of Grantor
      at
      the rate of interest which is the lower of (i) the amount paid from time to
      time
      by Beneficiary on commercial money market accounts; or (ii) the return on
      permitted investments to be made with the funds by any third party servicer,
      rating agency or loan purchaser (“Reserve
      Interest Rate”),
      and
      all such interest shall be added to and become part of the Ground Lease Reserve,
      provided Beneficiary shall make no representation or warranty as to the actual
      rate of interest. If such amount on deposit with Beneficiary is insufficient
      to
      fully pay such ground rents, Grantor shall, within 10 days following notice
      at
      any time from Beneficiary, deposit such additional sum as may be required for
      the full payment of such ground rents. Grantor hereby grants Beneficiary a
      first
      priority security interest in such funds and Grantor shall execute any other
      documents and take any other actions necessary to provide Beneficiary with
      such
      a perfected security interest. Upon the Maturity Date, the moneys then remaining
      on deposit with Beneficiary or its agent in the Ground Lease Reserve shall,
      at
      Beneficiary’s option, be applied against the Indebtedness. The obligation of
      Grantor to pay ground rents due under the Ground Lease is not affected or
      modified by the provisions of this paragraph.

     

    Notwithstanding
      the foregoing, other than the Ground Rent Deposit, Beneficiary agrees to defer
      its right under this Mortgage to require monthly deposits of the ground rents
      into the Ground Lease Reserve as long as there exists no Event of Default (or
      event with which notice or lapse of time or both could constitute an Event
      of
      Default) under the Loan Documents. If Beneficiary determines that such condition
      is not satisfied, then in addition to Beneficiary’s other remedies under
      applicable law and under the Loan Documents, Beneficiary may require that
      Grantor immediately commence making monthly deposits of the ground rents due
      under the Ground Lease in an amount determined by Lender for such purpose into
      the Ground Lease Reserve.

     

    (b) Unless
      at
      any given time such payments are being paid in full directly by Cingular
      pursuant to the Phase I Lease and the Phase II Lease, Grantor shall pay to
      Beneficiary, at the time of and in addition to the monthly installments of
      principal and/or interest due under the Note, a sum equal to 1/12 of the amount
      estimated by Beneficiary from time to time to be sufficient to enable
      Beneficiary to pay at least 30 days before they become due and payable, all
      taxes, assessments and other similar charges levied against the Property. So
      long as no Event of Default exists hereunder, Beneficiary shall apply the sums
      so paid by Grantor to pay such tax items. In making any such payments,
      Beneficiary may do so according to any bill, statement or estimate obtained
      by
      Beneficiary in good faith, without inquiry into the accuracy of such bill,
      statement or estimate or into the validity thereof. 

     


    
      
        
        

      

      
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    These
      sums may be commingled with the general funds of Beneficiary, and no interest
      shall be payable thereon nor shall these sums constitute trust funds. If such
      amount on deposit with Beneficiary is insufficient to fully pay such tax items,
      if applicable, Grantor shall, within 10 days following notice at any time from
      Beneficiary, deposit such additional sum as may be required for the full payment
      of such tax items. Grantor
      hereby grants Beneficiary a first priority security interest in such funds
      and
      Grantor shall execute any other documents and take any other actions necessary
      to provide Beneficiary with such a perfected security interest. Upon the
      Maturity Date, the moneys then remaining on deposit with Beneficiary or its
      agent shall, at Beneficiary’s option, be applied against the Indebtedness. The
      obligation of Grantor to pay such tax items is not affected or modified by
      the
      provisions of this paragraph.

     

    (c) Grantor
      shall pay to Beneficiary, at the time of and in addition to the monthly
      installments of principal and/or interest due under the Note, a sum equal to
      1/12 of the amount estimated by Beneficiary from time to time to be sufficient
      to enable Beneficiary to pay at least 30 days before they become due and
      payable, all insurance premiums due for the renewal, on an annual basis, of
      the
      coverage afforded by the insurance policies required hereunder upon the
      expiration thereof. So long as no Event of Default exists hereunder, Beneficiary
      shall apply the sums so paid by Grantor to pay such insurance premiums. In
      making any such payment, Beneficiary may do so according to any bill, statement
      or estimate obtained by Beneficiary in good faith, without inquiry into the
      accuracy of such bill, statement or estimate or into the validity thereof.
      These
      sums may be commingled with the general funds of Beneficiary, and no interest
      shall be payable thereon nor shall these sums constitute trust funds. If such
      amount on deposit with Beneficiary is insufficient to fully pay such insurance
      premiums, Grantor shall, within 10 days following notice at any time from
      Beneficiary, deposit such additional sum as may be required for the full payment
      of such insurance premiums. Grantor hereby grants Beneficiary a first priority
      security interest in such funds and Grantor shall execute any other documents
      and take any other actions necessary to provide Beneficiary with such a
      perfected security interest. Upon the Maturity Date, the moneys then remaining
      on deposit with Beneficiary or its agent shall, at Beneficiary’s option, be
      applied against the Indebtedness. The obligation of Grantor to pay such
      insurance premiums is not affected or modified by the provisions of this
      paragraph.

     

    (d) At
      the
      time of and in addition to the monthly installments of principal and/or interest
      due under the Note, Grantor shall pay to Beneficiary the Replacement Reserve
      Monthly Payment (such payments shall be referred to as the “Replacement
      Reserve”)
      until
      such time as the balance in the Replacement Reserve equals $65,300.00 (the
      “Minimum
      Replacement Reserve Balance”).
      Thereafter,
      if at anytime there is a draw causing the Replacement Reserve to contain less
      than the Minimum Replacement Reserve Balance, Grantor shall continue to pay
      Beneficiary for deposit into the Replacement Reserve, the Replacement Reserve
      Monthly Payment until the balance in the Replacement Reserve again equals the
      Minimum Replacement Reserve Balance. Whenever the balance in the Replacement
      Reserve again equals the Minimum Replacement Reserve Balance, Grantor may
      suspend making monthly payments into the Replacement Reserve. The
      Replacement Reserve may be commingled with the general funds of Beneficiary
      and
      no interest shall be payable thereon nor shall such Replacement Reserve
      constitute trust funds. The funds contained in the Replacement Reserve shall
      be
      utilized by Grantor solely for exterior, 

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


     

    structural,
      HVAC, roof, foundation and mechanical improvements that are customarily
      accounted for as capital expenses, and other capital improvements reasonably
      approved in advance by Beneficiary. Beneficiary shall make disbursements from
      the Replacement Reserve for the actual cost of such items and approved capital
      improvements upon Grantor’s providing Beneficiary with receipts, invoices, lien
      waivers, photographs and other documentation deemed necessary by Beneficiary
      to
      insure that the work and/or materials related to the requested disbursement
      have
      been completed and/or provided, with minimum draws of $5,000.00, which shall
      occur no more frequently than once per month. Upon the Maturity Date, the moneys
      then remaining on deposit with Beneficiary or its agent shall, at Beneficiary’s
      option, be applied against the Indebtedness. Grantor hereby grants Beneficiary
      a
      first priority security interest in the Replacement Reserve and Grantor shall
      execute any other documents and take any other actions necessary to provide
      Beneficiary with such a perfected security interest in the Replacement
      Reserve.

     

    (e) At
      the
      time of and in addition to the monthly installments of principal and/or interest
      due under the Note, Grantor shall pay to Beneficiary monthly deposits in the
      amount of the TI and Leasing Reserve Monthly Payment, if any, for approved
      tenant improvements and leasing commissions (such payments shall be referred
      to
      as the “TI
      and Leasing Reserve”).
      The TI
      and Leasing Reserve may be commingled with the general funds of Beneficiary
      and
      such TI and Leasing Reserve shall not constitute trust funds. The funds
      contained in the TI and Leasing Reserve shall bear interest for the benefit
      of
      Grantor at the Reserve Interest Rate and all such interest shall be added to
      and
      become a part of the TI and Leasing Reserve, provided Beneficiary shall make
      no
      representation or warranty as to the actual rate of interest. The
      funds
      contained in the TI and Leasing Reserve shall be disbursed to Grantor solely
      to
      pay for tenant improvements and leasing commissions due pursuant to leases
      entered into in accordance with the requirements of Paragraph
      7
      hereof
      or otherwise approved by Beneficiary, but only when the tenants under such
      leases are in occupancy, open for business, and paying full contractual rent
      without any right of offset or rent abatement. Beneficiary shall make
      disbursements from the TI and Leasing Reserve for the actual cost of such
      approved tenant improvements and leasing commissions upon Grantor’s providing
      Beneficiary with receipts, invoices, lien waivers, photographs and other
      documentation deemed necessary by Beneficiary to insure that the work and/or
      materials related to the requested disbursement have been completed and/or
      provided, with minimum draws of $5,000.00, which shall occur no more frequently
      than once per month. Upon the Maturity Date, the moneys then remaining on
      deposit with Beneficiary or its agent shall, at Beneficiary’s option, be applied
      against the Indebtedness. Grantor hereby grants Beneficiary a first priority
      security interest in the TI and Leasing Reserve and shall execute any other
      documents and take any other actions necessary to provide Beneficiary with
      such
      a perfected security interest in the TI and Leasing Reserve.

     

    Notwithstanding
      the foregoing, without waiving any of Grantor’s leasing restrictions and
      obligations under the Loan Documents, Beneficiary agrees to defer its right
      under this Deed of Trust to require monthly deposits of the TI and Leasing
      Reserve Monthly Payment into the TI and Leasing Reserve as long as there exists
      no Event of Default (or event with which notice or lapse of time or both could
      constitute an Event of Default) under the Loan Documents and the following
      conditions are met to Beneficiary’s satisfaction:

     

     


    
      
        
        

      

      
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              (w)

            	
              The
                sole owner of the Property is Grantor or a successor entity which
                is
                approved under the terms of the Loan Documents or which Beneficiary
                has
                approved in writing (not only as an acceptable Transferee (as hereinafter
                defined) and assignee generally, but also an entity that has sufficient
                credit worthiness that Beneficiary agrees to suspend the TI and Leasing
                Reserve Monthly Payment specifically with respect to that successor
                entity
                also), 

            


    

     

    
      	 	
              (z)

            	
              The
                Debt Service Coverage Ratio (as defined in the Cash Management Agreement)
                does not fall below 1.10 to 1.0. 

            


    

     

    If
      Beneficiary determines that such condition is not satisfied, then in addition
      to
      Beneficiary’s other remedies under applicable law and under the Loan Documents,
      Beneficiary may require that Grantor immediately commence making monthly
      deposits of the TI and Leasing Reserve Monthly Payment in an amount reasonably
      determined by Beneficiary for such purpose (based upon Beneficiary’s standard
      underwriting as to the expected vacancy at the Property and the corresponding
      tenant improvement and leasing commission requirements with respect to such
      expected vacancies) into the TI and Leasing Reserve.

     

    (f) If
      that
      certain Lease between Grantor, as landlord, and New Cingular Wireless Services,
      Inc., a Delaware corporation (“Cingular”),
      as
      tenant, dated January 18, 2000 (“Phase
      II Lease”)
      is not
      renewed by Cingular on or before November 30, 2009 for a term which extends
      to
      January 1,
      2020
      or later, at a rental rate which is equal to or greater than the rental rate
      under the Phase II Lease at the time such Phase II Lease expires, and for all
      of
      the space at the Property leased by Cingular as of the date hereof pursuant
      to
      the Phase II Lease (“Phase
      II Premises”)
      (any
      renewal meeting all such requirements a “Phase
      II Renewal”),
      then
      at the time of and in addition to the monthly installments of principal and/or
      interest due under the Note beginning December 1, 2009 and ending May 31, 2011,
      Grantor shall pay to Beneficiary monthly deposits in the amount of (i)
      $111,111.11 (“Cingular
      Reserve A”),
      plus
      (ii) $0.66 per rentable square foot of the Phase II Space not then subject
      to a
      Phase II Renewal or a Replacement Lease (“Cingular
      Reserve B”).
      If
      that certain Lease between Grantor, as landlord, and Cingular, as tenant, dated
      October 30, 1998 (“Phase
      I Lease”)
      is not
      renewed by Cingular on or before March 31, 2013 for a term which extends to
      January 1, 2020 or later, at a rental rate which is equal to or greater than
      the
      rental rate under the Phase I Lease at the time such Phase I Lease expires,
      and
      for all of the space at the Property leased by Cingular as of the date hereof
      pursuant to the Phase I Lease (“Phase
      I Premises”)
      (any
      renewal meeting all such requirements a “Phase
      I Renewal”),
      then
      at the time of and in addition to the monthly installments of principal and/or
      interest due under the Note beginning April 1, 2013 and ending September 30,
      2014, Grantor shall pay to Beneficiary monthly deposits in the amount of $0.88
      per rentable square foot of the Phase I Premises not then subject to a Phase
      I
      Renewal or a Replacement Lease (“Cingular
      Reserve C”)
      (the
      Cingular Reserve A, the Cingular Reserve B and the Cingular Reserve C are
      referred to collectively herein as the “Cingular
      Reserve”).
      The
      Cingular Reserve may be commingled with the general funds of Beneficiary and
      such Cingular Reserve shall not constitute trust funds. The funds contained
      in
      the Cingular Reserve shall bear interest for the benefit of Grantor at the
      Reserve Interest Rate and all such interest shall be added to and 

     


    
      
        
        

      

      
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    become
      a
      part of the Cingular Reserve, provided Beneficiary shall make no representation
      or warranty as to the actual rate of interest.. 

     

    The
      funds
      contained (i) in the Cingular Reserve B shall be disbursed to Grantor solely
      to
      pay for tenant improvements and leasing commissions in connection with the
      Phase
      II Premises, and (ii) in the Cingular Reserve C shall be disbursed to Grantor
      solely to pay for tenant improvements and leasing commissions in connection
      with
      the Phase I Premises, in either case due pursuant to leases entered into in
      accordance with the requirements of Paragraph
      7
      hereof
      or otherwise approved by Beneficiary; provided, however, that prior to such
      time
      as the tenants under the applicable leases are in occupancy, open for business,
      and paying full contractual rent without any current right of offset or rent
      abatement (“Full
      Occupancy”),
      Beneficiary shall only disburse (A) to the extent the tenant under the
      applicable lease is then rated “investment grade” by Standard & Poors, 100%
      of the funds Grantor is entitled to pursuant to this paragraph, and (B) for
      all
      other tenants, 50% of the funds Grantor is entitled to pursuant to this
      paragraph, with the remaining 50% to be disbursed to Grantor at such time as
      the
      applicable tenant is in Full Occupancy. Beneficiary shall make disbursements
      from the Cingular Reserve B and Cingular Reserve C for the actual cost of such
      approved tenant improvements and leasing commissions upon Grantor’s providing
      Beneficiary with receipts, invoices, lien waivers, photographs and other
      documentation deemed necessary by Beneficiary to insure that the work and/or
      materials related to the requested disbursement have been completed and/or
      provided, with minimum draws of $5,000.00, which shall occur no more frequently
      than once per month. No disbursements to Grantor from the Cingular Reserve
      A
      shall occur unless and until a Cingular Release Event (as defined below)
      occurs.

     

    If
      at any
      time following the first required payment of funds into the Cingular Reserve,
      as
      long as there exists no Event of Default (or event with which notice or lapse
      of
      time or both could constitute an Event of Default) under the Loan Documents,
      and
      either (i) both a Phase II Renewal for all of the Phase II Premises and a Phase
      I Renewal for all of the Phase I Premises occurs, or (ii) Grantor re-leases
      both
      the entire Phase I Premises and the entire Phase II Premises to a replacement
      tenant or tenants (which may include Cingular) pursuant to triple net Lease(s)
      (i.e., such tenant pays to Grantor as additional rent its proportionate share
      of
      the taxes, insurance premiums and common area maintenance charges and other
      similar charges for the Property) approved by Beneficiary in accordance with
      Paragraph
      7
      below,
      for rental rate(s) equal to or greater than $8,747,542.00 in total aggregate
      actual annual base rent (specifically excluding any reimbursements or other
      additional rent payable to Grantor such as tenant’s share of taxes, insurance
      premiums or common area maintenance charges), for a term which extends to
      January 1, 2020 or later (any such Lease a “Replacement
      Lease”),
      and
      such tenant or tenants under such Replacement Lease(s) are in occupancy, open
      for business and paying full contractual rent without any current right of
      offset or rent abatement, then Beneficiary shall disburse to Grantor the entire
      amount then on deposit in the Cingular Reserve (a “Cingular
      Release Event”).

     

    Upon
      the
      Maturity Date, the moneys then remaining on deposit with Beneficiary or its
      agent in the Cingular Reserve shall, at Beneficiary’s option, be applied against
      the Indebtedness. Grantor hereby grants Beneficiary a first priority security
      interest in the 

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


     

    Cingular
      Reserve and shall execute any other documents and take any other actions
      necessary to provide Beneficiary with such a perfected security interest in
      the
      Cingular Reserve.

     

    (g) Upon
      the
      occurrence of an Event of Default, Beneficiary may apply any amounts then held
      in any of the Reserves described above to the payment of the Indebtedness in
      such order as Beneficiary may elect in its sole and absolute
      discretion.

     

    4. Use
      of Property.
      Unless
      required by applicable law, Grantor shall not permit changes in the use of
      any
      part of the Property from the use existing at the time this Deed of Trust was
      executed, which use Grantor represents and warrants is limited to the Permitted
      Use and related uses. Grantor shall not initiate or acquiesce in a change in
      the
      zoning classification of the Property without Beneficiary’s prior written
      consent.

     

    5. Insurance
      and Condemnation.
      Grantor
      shall obtain and maintain, or cause to be maintained, insurance for Grantor
      and
      the Property providing at least the following coverages:

     

    (a) comprehensive
      all risk insurance (“Special
      Form”)
      including, but not limited to, loss caused by any type of windstorm or hail
      on
      the Improvements and the Personal Property, (i) in an amount equal to one
      hundred percent (100%) of the “Full
      Replacement Cost,”
which
      for purposes of this Deed of Trust shall mean actual replacement value
      (exclusive of costs of excavations, foundations, underground utilities and
      footings) with a waiver of depreciation; (ii) containing an agreed amount
      endorsement with respect to the Improvements and Personal Property waiving
      all
      co-insurance provisions or to be written on a no co-insurance form; (iii)
      providing for no deductible in excess of Fifty Thousand and 00/100 Dollars
      ($50,000.00) for all such insurance coverage excluding windstorm and earthquake
      and (iv) if any of the Improvements or the use of the Property shall at any
      time
      constitute legal non-conforming structures or uses, coverage for loss due to
      operation of law in the following amounts: value of undamaged portion to be
      included in the building limit, demolition debris removal at 10% of the building
      value and increased cost of construction at 10% of the building value. In
      addition, Grantor shall obtain: (A) if any portion of the Improvements is
      currently or at any time in the future located in a federally designated
“special flood hazard area”, flood hazard insurance in an amount equal to the
      maximum amount of such insurance available under the National Flood Insurance
      Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood
      Insurance Reform Act of 1994, as each may be amended, or such excess flood
      coverage as Beneficiary shall reasonably require based upon then prevailing
      industry standards for lenders making securitized loans substantially similar
      to
      the Loan, and (B) earthquake insurance in amounts not less than the product
      of
      the probable maximum loss applicable to the Property as set forth in a seismic
      report prepared by a seismic engineer or other qualified consultant reasonably
      approved by Beneficiary, multiplied by the replacement cost of the Improvements
      less the amount attributable to a five percent (5%) deductible applicable to
      the
      total insured value at risk, and in form and substance satisfactory to
      Beneficiary, in the event the Property is located in an area with a high degree
      of seismic activity;

     

    (b) business
      income insurance (i) with loss payable to Beneficiary; (ii) covering all risks
      required to be covered by the insurance provided for in subparagraph (a) above;
      (iii) 

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


     

    in
      an
      amount equal to one hundred percent (100%) of the projected gross revenues
      from
      the operation of the Property (as reduced to reflect expenses not incurred
      during a period of restoration or repair) for a period of at least eighteen
      (18)
      months after the date of the loss or damage by fire or other casualty; and
      (iv)
      containing an extended period of indemnity endorsement which provides that
      after
      the physical loss to the Improvements and Personal Property has been repaired,
      the continued loss of income will be insured until such income either returns
      to
      the same level it was at prior to the loss, or the expiration of six (6) months
      from the date that the Property is repaired or replaced and operations are
      resumed, whichever first occurs, and notwithstanding that the policy may expire
      prior to the end of such period. The amount of such business income insurance
      shall be determined prior to the date hereof and at least once each year
      thereafter based on Grantor’s reasonable estimate of the gross revenues from the
      Property for the succeeding twenty-four (24) month period. All proceeds payable
      to Beneficiary pursuant to this subsection shall be held by Beneficiary and
      shall be applied to the obligations secured by the Loan Documents from time
      to
      time due and payable hereunder and under the Note; provided, however, that
      nothing herein contained shall be deemed to relieve Grantor of its obligations
      to pay the obligations secured by the Loan Documents on the respective dates
      of
      payment provided for in this Deed of Trust and the other Loan Documents except
      to the extent such amounts are actually paid out of the proceeds of such
      business income insurance;

     

    (c) at
      all
      times during which structural construction, repairs or alterations are being
      made with respect to the Improvements, and only if the Property coverage form
      does not otherwise apply, (i) owner’s contingent or protective liability
      insurance, otherwise known as Owner Contractor’s Protective Liability, covering
      claims not covered by or under the terms or provisions of the above mentioned
      commercial general liability insurance policy and (ii) the insurance provided
      for in subparagraph (a) above written in a so-called builder’s risk completed
      value form, if not otherwise provided for by the all risk insurance policy,
      (A)
      on a non-reporting basis, (B) against all risks insured against pursuant to
      subparagraph (a) above, (C) including permission to occupy the Property and
      (D)
      with an agreed amount endorsement waiving co-insurance provisions;

     

    (d) comprehensive
      boiler and machinery insurance, if steam boilers or other pressure-fixed vessels
      are in operation, in amounts as shall be reasonably required by Beneficiary
      on
      terms consistent with the commercial property insurance policy required under
      subparagraph (a) above;

     

    (e) commercial
      general liability insurance against claims for personal injury, bodily injury,
      death or property damage occurring upon, in or about the Property, such
      insurance (i) to be on the so-called “occurrence” form with a combined limit of
      not less than Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate
      and One Million and 00/100 Dollars ($1,000,000.00) per occurrence; (ii) to
      continue at not less than the aforesaid limit until required to be changed
      by
      Beneficiary in writing by reason of changed economic conditions making such
      protection inadequate and (iii) to cover at least the following hazards: (A)
      premises and operations; (B) products and completed operations on an “if any”
basis; (C) independent contractors; (D) blanket contractual liability for all
      written contracts and (E) contractual liability covering the indemnities
      contained in Paragraph
      29
      of this
      Deed of Trust to the extent the same is commercially available and requiring
      same is 

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


     

    consistent
      with prevailing industry standards for lenders making securitized loans
      substantially similar to the Loan;

     

    (f) automobile
      liability coverage for all owned and non-owned vehicles, including rented and
      leased vehicles containing minimum limits per occurrence of One Million Dollars
      and 00/100 Dollars ($1,000,000.00); 

     

    (g) worker’s
      compensation and employee’s liability subject to the worker’s compensation laws
      of the applicable state;

     

    (h) umbrella
      and excess liability insurance in an amount not less than Twenty-Five Million
      and 00/100 Dollars ($25,000,000.00) per occurrence on terms consistent with
      the
      commercial general liability insurance policy required under subparagraph (e)
      above, including, but not limited to, supplemental coverage for employer
      liability and automobile liability, which umbrella liability coverage shall
      apply in excess of the automobile liability coverage in subparagraph (f) above;
      

     

    (i) the
      insurance required under this Paragraph
      5 above
      shall cover perils of certified acts of terrorism and acts of terrorism and
      Grantor shall maintain insurance for loss resulting from perils and acts of
      terrorism on terms (including amounts) consistent with those required under
      Paragraph
      5
      above at
      all times during the term of the Loan, to the extent same is commercially
      available and requiring same is consistent with prevailing industry standards
      for lenders making securitized loans substantially similar to the Loan;
      and

     

    (j) upon
      sixty (60) days written notice, such other reasonable insurance, including,
      but
      not limited to, sinkhole or land subsidence insurance, and in such reasonable
      amounts as Beneficiary from time to time may reasonably request against such
      other insurable hazards which at the time are commonly insured against for
      property similar to the Property located in or around the region in which the
      Property is located.

     

    All
      insurance provided for in this Paragraph
      5,
      shall
      be obtained under valid and enforceable policies (collectively, the
“Policies”
or
      in
      the singular, the “Policy”),
      and
      shall be subject to the approval of Beneficiary as to insurance companies,
      amounts, deductibles, loss payees and insureds. The Policies shall be issued
      by
      financially sound and responsible insurance companies authorized to do business
      in the State with at least sixty percent (60%) of the policy limits on the
      property insurance program being written by insurance companies having a claims
      paying ability rating of “A-“ or better (and the equivalent thereof) by at least
      two (2) of the rating agencies rating the Securities (one (1) of which shall
      be
      S&P if they are rating the Securities and one (1) of which will be Moody’s
      if they are rating the Securities), or if only one (1) rating agency is rating
      the Securities, then only by such rating agency, and the remaining forty percent
      (40%) of the policy limits on the property insurance program being written
      by
      insurance companies having a claims paying ability rating of “BBB“ or better
      (and the equivalent thereof) by at least two (2) of the rating agencies rating
      the Securities (one (1) of which shall be S&P if they are rating the
      Securities and one (1) of which will be Moody’s if they are rating the
      Securities), or if only one (1) rating agency is rating the Securities, then
      only by such rating agency,. The Policies described in this Paragraph
      5
      (other
      than those strictly limited to liability protection) shall designate Beneficiary
      as loss payee. Prior to the expiration dates of the Policies theretofore
      furnished to Beneficiary, certificates of 

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


     

    insurance
      evidencing the Policies accompanied by evidence satisfactory to Beneficiary
      of
      payment of the premiums due thereunder (the “Insurance
      Premiums”),
      shall
      be delivered by Grantor to Beneficiary. Any blanket insurance Policy shall
      specifically allocate to the Property the amount of coverage from time to time
      required hereunder and shall otherwise provide the same protection as would
      a
      separate Policy insuring only the Property in compliance with the provisions
      of
      this Paragraph
      5.
      All
      Policies provided for or contemplated by this Paragraph
      5,
      except
      for the Policy referenced in Paragraph
      5(g)
      of this
      Deed of Trust, shall name Grantor as the insured and Beneficiary as the
      additional insured, as its interests may appear, and in the case of property
      damage, boiler and machinery, flood and earthquake insurance, shall contain
      a
      so-called New York standard non-contributing mortgagee clause in favor of
      Beneficiary providing that the loss thereunder shall be payable to Beneficiary.
      All Policies shall contain clauses or endorsements to the effect that: (1)
      no
      act or negligence of Grantor, or anyone acting for Grantor, or of any tenant
      or
      other occupant, or failure to comply with the provisions of any Policy, which
      might otherwise result in a forfeiture of the insurance or any part thereof,
      shall in any way affect the validity or enforceability of the insurance insofar
      as Beneficiary is concerned; (2) the Policy shall not be materially changed
      (other than to increase the coverage provided thereby) or canceled without
      at
      least thirty (30) days written notice to Beneficiary; provided, however, that
      only ten (10) days prior written notice to Beneficiary is required for
      cancellation due to non-payment of premiums; (3) the issuers thereof shall
      give
      written notice to Beneficiary if the Policy has not been renewed thirty (30)
      days prior to its expiration; and (4) Beneficiary shall not be liable for any
      Insurance Premiums thereon or subject to any assessments thereunder.


     

    Unless
      Grantor provides Beneficiary with evidence of the insurance coverage required
      by
      this Deed of Trust, Beneficiary may purchase insurance at Grantor’s expense to
      protect Beneficiary’s interests in the Property and to maintain the insurance
      required by this Deed of Trust. This insurance may, but need not, protect
      Grantor’s interests. The coverage purchased by Beneficiary may not pay any claim
      made by Grantor or any claim that is made against Grantor in connection with
      the
      Property or any required insurance policy. Grantor may later cancel any
      insurance purchased by Beneficiary, but only after providing Beneficiary with
      evidence that Grantor has obtained insurance as required by this Deed of Trust.
      If Beneficiary purchases insurance for the Property or insurance otherwise
      required by this Deed of Trust, Grantor will be responsible for the costs of
      that insurance, including interest and other charges imposed by Beneficiary
      in
      connection with the placement of the insurance, until the effective date of
      the
      cancellation or expiration of the insurance. The costs of the insurance may
      be
      added to the Indebtedness. The costs of the insurance may be more than the
      cost
      of insurance Grantor is able to obtain on its own.

     

    In
      case
      of loss or damage by fire or other casualty, Grantor shall give immediate
      written notice thereof to the insurance carrier(s) and to Beneficiary.
      Beneficiary is authorized and empowered to make or file proofs of loss or damage
      (in each case only so long as such loss or damage is equal to or greater than
      $500,000.00) and to settle and adjust any claim under insurance policies which
      insure against such risks, or to direct Grantor, in writing, to agree with
      the
      insurance carrier(s) on the amount to be paid in regard to such loss. The
      proceeds of any insurance claim are hereby assigned to and shall be paid to
      Beneficiary as further security for the payment of the Indebtedness and
      performance of the Obligations and applied as set forth herein.

     

    Grantor
      shall immediately notify Beneficiary of any action or proceeding relating to
      any
      condemnation or other taking, whether direct or indirect, of the Property,
      or
      part thereof, and Grantor 

     


    
      
        
        

      

      
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    shall
      appear in and prosecute any such action or proceeding unless otherwise directed
      by Beneficiary in writing. Grantor authorizes Beneficiary, at Beneficiary’s
      option, as attorney-in-fact for Grantor, to commence, appear in and prosecute,
      in Beneficiary’s or Grantor’s name, any action or proceeding relating to any
      condemnation or other taking of the Property, whether direct or indirect, and
      to
      settle or compromise any claim in connection with such condemnation or other
      taking, provided such claim is for an amount equal to or greater than
      $500,000.00. The proceeds of any award, payment or claim for damages, direct
      or
      consequential, in connection with any condemnation or other taking, whether
      direct or indirect, of the Property, or part thereof, or for conveyances in
      lieu
      of condemnation, are hereby assigned to and shall be paid to Beneficiary as
      further security for the payment of the Indebtedness and performance of the
      Obligations and applied as set forth herein.

     

    Provided
      no Event of Default then exists hereunder, the net insurance proceeds and net
      proceeds of any condemnation award (in each case after deducting only
      Beneficiary’s reasonable costs and expenses, if any, in collecting the same)
      shall be made available for the restoration or repair of the Property if, in
      Beneficiary’s reasonable judgment (a) restoration or repair and the
      continued operation of the Property is economically feasible, as reasonably
      determined by Beneficiary, (b) the value of Beneficiary’s security is not
      materially reduced, (c) the loss or condemnation, as applicable, does not
      occur in the 6-month period preceding the stated Maturity Date and Beneficiary’s
      independent consultant certifies that the restoration of the Property can be
      completed at least 90 days prior to the Maturity Date, and (d) Grantor
      deposits with Beneficiary an amount, in cash, which Beneficiary, in its
      reasonable discretion, determines is necessary, in addition to the net insurance
      proceeds or net proceeds of any condemnation award, as applicable, to pay in
      full the cost of the restoration or repair, including the cost to carry the
      Property and make all required payments due under the Loan during the period
      of
      restoration or repair. Notwithstanding the foregoing, it shall be a condition
      precedent to any disbursement of insurance proceeds held by Beneficiary
      hereunder that Beneficiary shall have approved (x) all plans and
      specifications for any proposed repair or restoration, (y) the construction
      schedule and (z) the architect’s and general contractor’s contract for all
      restoration that exceeds $25,000.00 in the aggregate. Beneficiary may establish
      other conditions it deems reasonably necessary to assure the work is fully
      completed in a good and workmanlike manner free of all liens or claims by reason
      thereof. Grantor’s deposits made pursuant to this paragraph shall be used before
      the net insurance proceeds or net proceeds of any condemnation award, as
      applicable, for such restoration or repair. If the net insurance proceeds or
      net
      proceeds of any condemnation award, as applicable, are made available for
      restoration or repair, such work shall be completed by Grantor in an expeditious
      and diligent fashion, and in compliance with all applicable laws, rules and
      regulations. At Beneficiary’s option, the net insurance proceeds or net proceeds
      of any condemnation award, as applicable, shall be disbursed pursuant to a
      construction escrow acceptable to Beneficiary. If following the final payments
      for the completion of such restoration or repair there are any net insurance
      proceeds or net proceeds of any condemnation award, as applicable, remaining,
      such proceeds shall be paid (i) to Grantor to the extent Grantor was
      required to make a deposit pursuant to this paragraph, (ii) then to fund any
      shortfall in the Replacement Reserve, (iii) then to Beneficiary to be applied
      to
      the Indebtedness, whether or not due and payable until paid in full, and
      (iv) then to Grantor. If an Event of Default then exists, or any of the
      conditions set forth in subparagraphs (a) through (d) of this Paragraph
      5
      have not
      been met or satisfied, the net insurance proceeds or net proceeds of any
      condemnation award, as applicable, shall be applied to the Indebtedness, whether
      or not due and payable, with any excess paid to Grantor.

     

     


    
      
        
        

      

      
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    6. Preservation
      and Maintenance of Property.
      Grantor
      (a) shall not commit waste or permit impairment or deterioration of the
      Property; (b) shall not abandon the Property; (c) shall keep the Property
      in good repair and restore or repair promptly, in a good and workmanlike manner,
      all or any part of the Property to the equivalent of its original condition,
      ordinary wear and tear excepted, or such other condition as Beneficiary may
      approve in writing, upon any damage or loss thereto, if net insurance proceeds
      are made available to cover in whole or in part the costs of such restoration
      or
      repair; (d) shall comply with all laws, ordinances, regulations and
      requirements of any governmental body, and all requirements of any documents
      applicable to the Property; (e) shall provide for management of the
      Property by Grantor or by a property manager reasonably satisfactory to
      Beneficiary pursuant to a contract in form and substance reasonably satisfactory
      to Beneficiary; (f) shall not take any steps whatsoever to convert the Property,
      or any portion thereof, to a condominium or cooperative form of management;
      (g)
      shall not install or permit to be installed on the Property any underground
      storage tank without the written consent of Beneficiary; and (h) shall give
      notice in writing to Beneficiary of and, unless otherwise directed in writing
      by
      Beneficiary, appear in and defend any action or proceeding purporting to affect
      the Property, the security granted by the Loan Documents or the rights or powers
      of Beneficiary and/or Trustee. Neither Grantor nor any tenant or other person
      shall remove, demolish or alter any Improvement or any Fixture, equipment,
      machinery or appliance in or on the Land and owned or leased by Grantor except
      when incident to the replacement of Fixtures, equipment, machinery and
      appliances with items of like kind.

     

    7. Protection
      of Beneficiary’s Security; Leases.
      If
      Grantor fails to pay the Indebtedness or perform the Obligations, or if any
      action or proceeding is commenced which affects the Property, Trustee or
      Beneficiary, at Beneficiary’s option, Beneficiary may make such appearances,
      disburse such sums and take such action as Beneficiary deems necessary, in
      its
      sole discretion, to protect the Property or Beneficiary’s or Trustee’s
      respective interests herein, including entry upon the Property to make repairs
      and perform environmental tests and studies. Any amounts disbursed by
      Beneficiary pursuant to this Paragraph
      7
      (including attorneys’ costs and expenses), with interest thereon at the
“Default
      Rate”
      (defined
      in the Note) from the date of disbursement, shall become additional Indebtedness
      of Grantor secured by the Loan Documents and shall be due and payable on demand.
      Nothing contained in this Paragraph
      7
      shall
      require Beneficiary to incur any expense or take any action
      hereunder.

     

    Grantor
      shall not be authorized to enter into any ground lease of the Property, without
      Beneficiary’s prior written approval. Grantor shall not, without Beneficiary’s
      prior written consent, modify, amend, surrender or terminate any Lease, which
      approval shall not be unreasonably withheld or delayed. All Leases of space
      in
      the Property shall be on the form of lease previously approved by Beneficiary
      with tenants and for a use acceptable to Beneficiary. All Leases of space in
      the
      Property executed or renewed after the date hereof must be reasonably approved
      by Beneficiary prior to the execution thereof by Grantor.

     

    Notwithstanding
      anything contained herein to the contrary, Grantor may enter into a proposed
      Lease (including the amendment, renewal or extension of an existing Lease (a
      “Renewal
      Lease”)
      without
      the prior written consent of Beneficiary, provided such proposed Lease or
      Renewal Lease (i) provides for rental rates and terms comparable to existing
      local market rates and terms (taking into account the type and quality of the
      tenant) as of the date such Lease or Renewal Lease is executed by Grantor
      (unless, in the case of a Renewal Lease, the rent payable during such renewal,
      

     


    
      
        
        

      

      
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    or
      a
      formula or other method to compute such rent, is provided for in the original
      Lease), (ii) is an arms-length transaction with a bona fide, independent third
      party tenant, (iii) is written on the standard form of lease previously approved
      by Beneficiary, (iv) is not for premises greater than or equal to ten percent
      (10%) of the gross leaseable area of the Property, (v) is not for a rental
      greater than or equal to ten percent (10%) of the total gross rental revenues
      of
      the Property; (vi) shall have an initial term of not less than three (3) years
      or greater than ten (10) years, (vii) is for the same use as the current use
      of
      the Property, (viii) shall not contain any options for renewal or expansion
      by
      the tenant thereunder at rental rates which are either below comparable market
      levels or less than the rental rates paid by the tenant during initial lease
      term; and (ix) shall be to a tenant which is experienced, creditworthy and
      reputable. If Beneficiary consents to any new Lease of space in the Property
      or
      the renewal of any existing Lease of space in the Property, at Beneficiary’s
      request, Grantor shall cause the tenant thereunder to execute a subordination
      and attornment agreement in form and substance satisfactory to Beneficiary
      contemporaneously with the execution of such Lease. Grantor expressly
      understands that any and all new or proposed leases or Renewal Leases are
      included in the definition of “Lease”
      or
“Leases”
      as such
      terms may be used throughout this Deed of Trust or any of the other Loan
      Documents. Notwithstanding anything contained herein to the contrary, Grantor
      may terminate a Lease without Beneficiary’s request in the ordinary course of
      business if (a) the related tenant is in default and (b) either (x) such Lease
      is for less than ten percent (10%) of the then currently occupied and rentable
      square feet of space at the Property or (y) Grantor has executed a lease with
      a
      replacement tenant for the premises in question. 

     

    If
      at the
      time one or more Disclosure Documents (as defined in Paragraph
      10 below)
      are being prepared for a Securitization and if requested by Beneficiary, Grantor
      shall furnish, or shall use commercially reasonably efforts to cause the
      applicable tenant to furnish, to Beneficiary financial data and/or financial
      statements in accordance with Regulation AB (as defined in Item 1101(k) of
      Regulation AB) for any tenant of any Property if, in connection with a
      Securitization, Beneficiary reasonably expects there to be, with respect to
      such
      tenant or group of affiliated tenants, a concentration within all of the
      mortgage loans included or reasonably expected to be included, as applicable,
      in
      such Securitization such that such tenant or group of affiliated tenants would
      constitute a Significant Obligor (as defined in Paragraph
      10 below);
      provided, however, that in the event the related lease does not require the
      Significant Obligor tenant to provide the foregoing information, Grantor shall
      use commercially reasonable efforts to cause the applicable tenant to furnish
      such information.

     

    8. Inspection.
      Beneficiary and its agents and designees may make or cause to be made reasonable
      entries upon and inspections of the Property, including for performing any
      environmental inspections and testing of the Property (subject to the provisions
      of California Civil Code § 2929.5), and inspections of Grantor’s books, records,
      and contracts at all reasonable times upon reasonable advance notice, which
      notice may be given in writing or orally. Grantor shall cooperate with
      Beneficiary and its agents and designees with respect to all such inspections,
      including any related to the sale or potential sale of all or any portion of
      the
      Loan by Beneficiary and any securitization or potential securitization involving
      the Loan.

     

    9. Books
      and Records.
      Grantor
      shall keep and maintain at all times at Grantor’s address stated above, or such
      other place as Beneficiary may approve in writing, complete and accurate books
      of accounts and records adequate to reflect correctly the results of the
      operation of the Property and copies of all written contracts, Leases and other
      instruments affecting the Property.

     

     


    
      
        
        

      

      
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    10. Financial
      Statements.
      Grantor
      shall furnish to Beneficiary, within 30 days after the end of each calendar
      month until the later of (i) the first 12 calendar months following the
      closing of the loan (the “Loan”)
      evidenced by the Note, or (ii) the Loan is securitized as described in
Paragraph
      44
      below, a
      monthly and year-to-date unaudited statement of income and expenses and a rent
      roll showing the name of each tenant, and for each tenant, the space occupied,
      the lease expiration date, the rent payable, aged accounts receivables, the
      rent
      paid to date, and the security deposit being held for such tenant (provided,
      however, that so long as the Phase I Lease and the Phase II Lease then remain
      in
      effect, Grantor shall not be required to deliver a monthly rent roll), each
      in
      reasonable detail and dated and certified as true and complete by Grantor or
      its
      general partner or chief financial officer, and copies of all monthly reports
      delivered to Grantor by the Cingular under the Phase I Lease and the Phase
      II
      Lease, including capital expenditure reports. Grantor shall furnish to
      Beneficiary, within 60 days after the end of each fiscal quarter of the
      operation of the business of Grantor and at any other time upon Beneficiary’s
      request, a quarterly and year-to-date balance sheet and a statement of income
      and expenses of the Property, each in reasonable detail, prepared in accordance
      with generally accepted accounting principles in the United States of America,
      consistently applied (“GAAP”)
      and
      certified as true and complete by Grantor or its general partner,
      manager/managing member or chief financial officer. Grantor shall also furnish
      to Beneficiary, and shall cause each Guarantor to furnish to Beneficiary, within
      90 days after the end of each fiscal year of Grantor, a balance sheet, a
      statement of income and expenses, a statement of cash flows and a comparison
      of
      the budgeted income and expenses and the actual income and expenses for such
      year for the Property, together with a detailed explanation of any variances
      of
      more than five percent (5%) between budgeted and actual amounts for such year,
      each in reasonable detail, prepared in accordance with GAAP and certified as
      true and complete by Grantor or its general partner, manager/managing member
      or
      chief financial officer and each Guarantor, as the case may be. In the event
      that the Loan has an original principal balance equal to or greater than
      $20,000,000.00 such annual financial statements shall be audited by an
      independent certified public accountant. In addition, if at any time the Phase
      I
      Lease and the Phase II Lease are not then in full force and effect, Grantor
      shall furnish upon Beneficiary’s request (a) a rent roll and a leasing
      activity report for the Property during such fiscal quarter, and (b) a
      capital expenditure report indicating the type and amount of each capital
      expenditure made during such fiscal quarter. Grantor shall furnish upon
      Beneficiary’s request any other information that Beneficiary may reasonably
      require. All of the foregoing shall be certified as true and complete by Grantor
      or its general partner, manager/managing member or chief financial officer.
      In
      addition, Grantor shall cause each Guarantor to provide to Beneficiary a copy
      of
      his/her/its financial statements as required by Section 5.10 of that certain
      Guaranty of even date herewith executed by Guarantor. All of the information
      required by Beneficiary in this paragraph must be in a form acceptable to
      Beneficiary in its absolute and sole discretion. Grantor shall submit to
      Beneficiary an annual budget (the “Annual
      Budget”)
      for
      the 2006 calendar year on or prior to the date hereof and not later than sixty
      (60) days prior to the commencement of each calendar year thereafter in form
      reasonably satisfactory to Beneficiary. Such annual budget shall be subject
      to
      Beneficiary’s written approval (each such Annual Budget, an “Approved
      Annual Budget”).
      In
      the event that Beneficiary objects to a proposed Annual Budget submitted by
      Grantor, Beneficiary shall advise Grantor of such objections within fifteen
      (15)
      days after receipt thereof (and deliver to Grantor a reasonably detailed
      description of such objections) and Grantor shall promptly revise such Annual
      Budget and resubmit the same to Beneficiary. Beneficiary shall advise Grantor
      of
      any objections to such revised Annual Budget within ten (10) days after receipt
      thereof (and deliver to Grantor a reasonably detailed description of such


     


    
      
        
        

      

      
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    objections)
      and Grantor shall promptly revise the same in accordance with the process
      described in this subsection until Beneficiary approves the entire Annual
      Budget. Until such time that Beneficiary approves a proposed Annual Budget,
      the
      most recently Approved Annual Budget shall apply; provided that, such Approved
      Annual Budget shall be adjusted to reflect actual increases in taxes, insurance
      premiums and other charges. If Grantor fails to timely furnish Beneficiary
      with
      any of the financial information and reports set forth in this paragraph within
      the required time periods, Beneficiary shall have the right, upon five (5)
      Business Days’ prior written notice to Grantor, acting in its sole discretion,
      to hire a certified public accounting firm acceptable to Beneficiary, to prepare
      such financial information and reports, on an audited basis. The costs and
      expenses of such accounting firm shall be paid by Grantor on demand and, to
      the
      extent advanced by Beneficiary become, with interest thereon from the date
      advanced by Beneficiary at the Default Rate, additional Indebtedness of Grantor
      secured by the Loan Documents. Additionally, if Grantor fails to timely furnish
      Beneficiary with any of the financial information and reports set forth in
      this
      paragraph within the required time periods, Beneficiary shall be entitled to
      receive a late charge equal to $500.00 for each financial information and/or
      report not so furnished to Beneficiary (the “Financial
      Late Charge”).
      The
      Financial Late Charge shall be due and payable by Grantor immediately upon
      receipt by Grantor of an invoice for same from Beneficiary. Until paid, the
      Financial Late Charge shall bear interest at the Default Rate, and shall be
      deemed additional Indebtedness of Grantor secured by the Loan
      Documents.

     

    If,
      at
      the time one or more Disclosure Documents are being prepared for a
      Securitization, Beneficiary reasonably expects that Grantor alone or Grantor
      and
      one or more affiliates of Grantor collectively, or the Property alone or the
      Property and any other parcel(s) of real property, together with improvements
      thereon and personal property related thereto, that is “related”, within the
      meaning of the definition of Significant Obligor (as defined in Item 1101(k)
      of
      Regulation AB), to the Property (a “Related
      Property”)
      collectively, will be a Significant Obligor, Grantor shall furnish to
      Beneficiary upon request (i) the selected financial data as required under
      Item
      1112(b)(1) of Regulation AB, if Beneficiary reasonably expects that the
      principal amount of the Loan, together with any loans made to an affiliate
      of
      Grantor or secured by a Related Property that is included in a Securitization
      with the Loan (a “Related
      Loan”),
      as of
      the cut-off date for such Securitization may, or if the principal amount of
      the
      Loan together with any Related Loans as of the cut-off date for such
      Securitization and at any time during which the Loan and any Related Loans
      are
      included in a Securitization does, equal or exceed ten percent (10%) of the
      aggregate principal amount of all mortgage loans included or reasonably expected
      to be included, as applicable, in the Securitization or (ii) the financial
      statements as required under Item 1112(b)(2) of Regulation AB, if Beneficiary
      reasonably expects that the principal amount of the Loan together with any
      Related Loans as of the cut-off date for such Securitization may, or if the
      principal amount of the Loan together with any Related Loans as of the cut-off
      date for such Securitization and at any time during which the Loan and any
      Related Loans are included in a Securitization does, equal or exceed twenty
      percent (20%) of the aggregate principal amount of all mortgage loans included
      or reasonably expected to be included, as applicable, in the Securitization.
      Such financial data or financial statements shall be furnished to Beneficiary
      (A) within ten (10) Business Days after notice from Beneficiary in connection
      with the preparation of Disclosure Documents for the Securitization, (B) not
      later than thirty (30) days after the end of each fiscal quarter of Grantor
      and
      (C) not later than seventy-five (75) days after the end of each fiscal year
      of
      Grantor for any period for which a filing pursuant to the Securities Exchange
      Act of 1934 in connection with or relating to the securitization (an
“Exchange
      Act Filing”)
      is not
      required. As used herein, “Regulation
      AB”
shall
      mean Regulation AB under the 

     


    
      
        
        

      

      
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    Securities
      Act of 1933 and the Securities Exchange Act of 1934 (as amended). As used
      herein, “Disclosure
      Document”
shall
      mean a prospectus, prospectus supplement, private placement memorandum, or
      similar offering memorandum or offering circular, in each case in preliminary
      or
      final form, used to offer securities in connection with a Securitization.


     

    11. Hazardous
      Substances.
      Grantor
      covenants and agrees that it (a) shall not use, generate, store, or allow
      to be generated, stored or used, any “Hazardous
      Substances”
      (hereinafter defined) on the Property, except in the ordinary course of
      Grantor’s business and in accordance with all “Environmental
      Laws”
      (hereinafter defined), (b) shall at all times maintain the Property in full
      compliance with all applicable Environmental Laws, including timely remediating
      the Property if and when required without prejudice, however, to any rights
      or
      defenses against others, and (c) shall cause compliance by all tenants and
      sub-tenants on the Property with Grantor’s covenants and agreements contained in
      this Paragraph 11.
      Grantor
      shall promptly notify Beneficiary in writing of (i) any investigation,
      claim or other proceeding by any party caused or threatened in connection with
      any Hazardous Substances on the Property, or the failure or alleged failure
      of
      the Property to comply with any applicable Environmental Laws, or
      (ii) Grantor’s discovery of any condition on or in the vicinity of (if such
      condition may affect the Property) the Property to fail to comply with
      applicable Environmental Laws.

     

    The
      term
“Environmental
      Laws”
      shall
      include any present and future federal, state and/or local law, statute,
      ordinance, code, rule, regulation, license, authorization, decision, order,
      injunction or decree and/or other governmental directive or requirement, as
      well
      as common law, which pertains or relates to health, safety or the environment
      (including but not limited to, ground or air or water or noise pollution or
      contamination, and underground or above ground tanks) and shall include, without
      limitation, the Comprehensive Environmental Response, Compensation and Liability
      Act of 1980, as amended (“CERCLA”),
      the
      Resource Conservation and Recovery Act of 1976, as amended (“RCRA”),
      and
      any state or federal lien or superlien or environmental clean-up statutes,
      and
      regulations, rules, guidelines, or standards promulgated pursuant thereto all
      as
      amended from time to time. The term “Hazardous
      Substances”
      shall
      include any substance, whether solid, liquid or gaseous: (i) which is listed,
      defined or regulated as a “hazardous substance,” “hazardous waste” or “solid
      waste,” or otherwise classified as hazardous or toxic, in or pursuant to any
      Environmental Laws; or (ii) which is or contains asbestos, radon, any
      polychlorinated biphenyl, urea formaldehyde foam insulation, explosive or
      radioactive material, lead paint, or motor fuel or other petroleum hydrocarbons;
      or (iii) which causes or poses a threat to cause a contamination or nuisance
      on
      the Property or any adjacent property or a hazard to the environment or to
      the
      health or safety of persons on or about the Property.

     

    12. Representations
      and Covenants.

     

    (a) If
      Grantor is a corporation, it represents that it is a corporation duly organized
      existing and in good standing under the laws of its state of incorporation,
      that
      it is duly qualified and in good standing under the laws of the state where
      the
      Land is located, and that the execution and delivery of the Loan Documents
      and
      the performance of the obligations thereunder are within Grantor’s corporate
      powers, have been duly authorized by all necessary action of its board of
      directors, and do not contravene the terms of its articles of incorporation
      or
      by-laws.

     

     


    
      
        
        

      

      
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    (b) If
      Grantor is a general or limited partnership or a limited liability company,
      it
      represents that it is duly formed, organized and existing in the state of its
      formation, that it is qualified to do business under the laws of the state
      where
      the Land is located, and that the execution and delivery of the Loan Documents
      and the performance of the obligations thereunder do not conflict with any
      provision of Grantor’s partnership agreement or operating agreement, as
      applicable, and all other certificates and agreements governing Grantor, and
      have been duly authorized by all necessary action of its partners or
      members.

     

    (c) Grantor
      represents that (i) the execution and delivery of the Loan Documents, the
      payment of the Indebtedness, and the performance of the Obligations do not
      violate any law or conflict with any agreement by which Grantor is bound, or
      any
      court order by which Grantor is bound, (ii) no consent or approval of any
      governmental authority or any third party is required for the execution or
      delivery of the Loan Documents, the payment of Indebtedness, and the performance
      of the Obligations, and (iii) the Loan Documents are valid and binding
      agreements, enforceable in accordance with their terms.

     

    (d) Grantor
      represents that (i) it is lawfully seized with a ground leasehold estate in
      the Property; (ii) it has the right to mortgage, convey, assign and grant a
      first security interest in the Property; (iii) the Property is
      unencumbered, and Grantor will warrant and defend title to the Property against
      all claims and demands, subject to easements and restrictions listed in a
      schedule of exceptions to coverage in the title insurance policy accepted by
      Beneficiary insuring Trustee’s and Beneficiary’s respective interests in the
      Property; and (iv) it has no operations, assets or activities other than
      the Property.

     

    (e) Grantor
      represents and covenants that (i) all material permits, licenses,
      authorizations, approvals, and certificates, including certificates of
      completion and occupancy permits, required by law, ordinance or regulation
      have
      been obtained and are and shall remain in full force and effect; and
      (ii) Grantor and the use and occupancy of the Land and all improvements
      thereon are and shall remain in compliance with all laws, regulations, and
      ordinances, including without limitation, all restrictive covenants of record
      and zoning and building laws.

     

    (f) Except
      as
      set forth in the ALTA survey of the Property provided to Beneficiary as of
      the
      date hereof, Grantor represents that all of the improvements on the Land lie
      wholly within the boundaries of and building line restrictions relating to
      the
      Land and no improvements located on adjoining lands encroach upon the Land
      so as
      to affect the value or marketability of the Property, except those which are
      insured against by the title insurance policy accepted by Beneficiary insuring
      Trustee’s and Beneficiary’s respective interests in the Property.

     

    (g) Grantor
      represents that the Property is served by public utilities, water and sewer
      (or
      septic facilities) and services in the surrounding community, including police
      and fire protection, public transportation, refuse removal, public education,
      and enforcement of safety codes which are adequate in relation to the premises
      and location on which the Property is located (taking into account the Permitted
      Use of the Property).

     

     


    
      
        
        

      

      
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    (h) Grantor
      represents that the Property is serviced by public water and sewer systems
      which
      are adequate in relation of the improvements and location on which the Property
      is located. All liquid and solid waste disposal, septic and sewer systems
      located on the Property are in good and safe condition and repair and in
      compliance with all applicable laws.

     

    (i) Grantor
      represents that the Property has parking and other amenities necessary for
      the
      operation of the business currently conducted thereon which are adequate in
      relation to the premises and location on which the Property is
      located.

     

    (j) Grantor
      represents that the Property is a contiguous parcel and a separate tax parcel,
      and there are no delinquent taxes or other outstanding charges adversely
      affecting the Property.

     

    (k) To
      Grantor’s actual knowledge, Grantor represents that no action, omission,
      misrepresentation, negligence, fraud or similar occurrence has taken place
      on
      the part of any person that would reasonably be expected to result in the
      failure or impairment of full and timely coverage under any insurance policies
      providing coverage for the Property.

     

    (l) None
      of
      Grantor, any Guarantor, or any other holder of a direct or indirect legal or
      beneficial interest in Grantor is or will be, held, directly or indirectly,
      by a
“foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,”
“foreign person,” “affiliate” of a “foreign person” or a “United States
      intermediary” of a “foreign person” within the meaning of IRC Sections 897
      and 1445, the Foreign Investments in Real Property Tax Act of 1980, the
      International Investment and Trade in Services Survey Act, the Agricultural
      Foreign Investment Disclosure Act of 1978, the regulations promulgated pursuant
      to such acts or any amendments to such acts.

     

    (m) None
      of
      Grantor or any Guarantor is insolvent, and there has been no (i) assignment
      made for the benefit of the creditors of any of them, (ii) appointment of a
      receiver for any of them or for the properties of any of them, or
      (iii) bankruptcy, reorganization, or liquidation proceeding instituted by
      or against any of them.

     

    (n) All
      information in the application for the Loan submitted to Beneficiary (the
“Loan
      Application”)
      and in
      all financial statements, rent rolls, reports, certificates and other documents
      submitted in connection with the Loan Application or in satisfaction of the
      terms thereof, were accurate, complete and correct in all material respects
      when
      submitted to Beneficiary. There has been no material adverse change in the
      representations made or information heretofore supplied by or on behalf of
      Grantor or any Guarantor in connection with the Loan or the Loan Application
      as
      to Grantor, any Guarantor, or the Property. There has been no material adverse
      change in any condition, fact, circumstance or event that would make any such
      representations or information inaccurate, incomplete or otherwise materially
      misleading.

     

    (o) Except
      as
      listed on Exhibit C
      hereto,
      (i) there is no litigation, arbitration, condemnation proceeding or other
      proceeding or governmental investigation pending or, to Grantor’s knowledge,
      threatened against or relating to Grantor, any Guarantor, or the 

     


    
      
        
        

      

      
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    Property
      and there are no outstanding judgment(s) against or relating to Grantor or
      any
      Guarantor, (ii) Grantor and Guarantor each has not (A) had any property
      foreclosed upon, (B) given a deed in lieu of foreclosure, or (C) been involved
      in any criminal proceedings where Grantor or Guarantor was the defendant and
      (iii) Grantor and Guarantor have not defaulted on any loan or other
      indebtedness.

     

    (p) The
      proceeds evidenced by the Note will be used by Grantor solely and exclusively
      for proper business purposes and will not be used for the purchase or carrying
      of registered equity securities within the purview and operation of any
      regulation issued by the Board of Governors of the Federal Reserve System or
      for
      the purpose of releasing or retiring any indebtedness which was originally
      incurred for any such purpose.

     

    (q) Grantor
      represents and covenants that all Leases of space in the Property existing
      as of
      the date hereof are in writing.

     

    (r) Grantor
      agrees that Beneficiary shall be allowed to advertise in the various news or
      financial media that Beneficiary has provided the Loan to Grantor, but Grantor
      shall not do so without Beneficiary’s prior written permission, which shall not
      be unreasonably withheld, conditioned or delayed.

     

    (s) Grantor
      represents that Grantor and all Guarantors have filed all federal, state,
      county, municipal, and city income and other tax returns required to have been
      filed by them and have paid all taxes and related liabilities which have become
      due pursuant to such returns or pursuant to any assessments received by them.
      Neither Grantor nor any Guarantor knows of any basis for any additional
      assessment in respect to any such taxes and related liabilities for prior
      years.

     

    (t) Grantor
      covenants that if at any time the United States of America, any State thereof
      or
      any subdivision of any such State shall require revenue or other stamps to
      be
      affixed to the Note or this Deed of Trust, or impose any other tax or charge
      on
      the same, Grantor will pay for the same, with interest and penalties thereon,
      if
      any.

     

    (u) As
      of the
      date hereof, Grantor represents that Grantor and Guarantors have no valid
      offset, defense, counterclaim, abatement or right to rescission with respect
      to
      any of the Loan Documents.

     

    (v) Grantor
      has dealt with no broker other than Secured Capital Corporation (“Broker”)
      and
      Grantor shall pay all fees and expenses owing to any mortgage broker claiming
      through Grantor and will indemnify, defend and hold Beneficiary harmless from
      any and all other brokerage claims related to the Loan. Notwithstanding the
      foregoing, Beneficiary may, at its sole election, pay incentive fees or other
      compensation (collectively, “Incentives”)
      to
      Broker. Those Incentives are intended to encourage Broker to bring loans to
      Beneficiary, and may be based on a variety of different factors, including
      the
      amount of the Loan, the Contract Rate (as defined in the Note) the spread,
      the
      number of loan applications or loans referred to Beneficiary, the amount of
      investigative, due diligence or other assistance provided by Broker, or other
      factors. Any cash payments to Broker are not referenced in the Loan
      Documents.

     

     


    
      
        
        

      

      
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    Except
      as
      otherwise provided herein, each and all of the representations, covenants and
      obligations of Grantor shall survive the execution and delivery of the Loan
      Documents and shall continue in full force and effect until the Indebtedness
      is
      paid in full.

     

    13. Lease
      Assignment.
      Grantor
      acknowledges that, concurrently herewith Grantor is delivering to Beneficiary,
      as additional security for the repayment of the Loan, an Assignment of Leases
      and Rents (the “Assignment”)
      pursuant to which Grantor has assigned to Beneficiary all of Grantor’s right,
      title and interest in the Leases and the Rents and income from the Property.
      All
      of the provisions of the Assignment are hereby incorporated herein as if fully
      set forth at length in the text of this Deed of Trust. Grantor agrees to abide
      by all of the provisions of the Assignment.

     

    14. Subordination,
      Non-Disturbance and Attornment Agreements/Estoppel
      Certificates.

     

    (a) Grantor
      shall, within 10 days after Beneficiary’s request, furnish Beneficiary with
      a written statement, duly acknowledged, setting forth the sums secured by the
      Loan Documents and any right of set-off, counterclaim or other defense which
      exists against such sums and the Obligations.

     

    (b) If
      the
      Property includes commercial property, Grantor shall use best efforts to deliver
      to Beneficiary upon request, tenant subordination, non-disturbance and
      attornment agreements/estoppel certificates from each commercial tenant at
      the
      Property in form and substance reasonably satisfactory to Beneficiary provided
      that Grantor shall not be required to deliver such certificates more frequently
      than one (1) time in any calendar year.

     

    15. Transfers
      of the Property or Ownership Interests in Grantor; Assumption; Due on
      Sale/Encumbrance.

     

    (a) No
      Sale/Encumbrance.
      Grantor
      agrees that Grantor shall not, without the prior written consent of Beneficiary,
      sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise
      transfer the Property or any interest therein any part thereof or permit the
      Property or any part thereof to be sold, conveyed, mortgaged, granted,
      bargained, encumbered, pledged, assigned, or otherwise transferred except for:
      (i) pursuant to Leases of space in the Property to tenants in accordance
      with the provisions of Paragraph
      7;
      (ii) in connection with a condemnation action or other taking; or
      (iii) the disposal of personalty that is obsolete or no longer used or
      useful, so long as such personalty is replaced with similar items of comparable
      value and utility and in which Beneficiary has a first lien and mortgage. In
      addition, Grantor shall not allow, without the prior written consent of
      Beneficiary, any pledge of any ownership interests in Grantor.

     

    (b) Sale/Encumbrance
      Defined.
      A sale,
      conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or
      transfer of the Property within the meaning of this Paragraph
      15
      shall be
      deemed to include, but not limited to the following: (1) an installment sales
      agreement wherein Grantor agrees to sell the Property or any part thereof for
      a
      price to be paid in installments; (2) an agreement by Grantor leasing all or
      a
      substantial part of the Property for other than actual occupancy by a space
      tenant thereunder or a sale, assignment or other transfer of, or the grant
      of a
      mortgage in, Grantor’s right, title and interest in and to 

     


    
      
        
        

      

      
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    any
      Leases or any Rents; or (3) a sale, encumbrance, foreclosable pledge,
      hypothecation, or transfer of any direct and/or indirect ownership interests
      (including beneficial interests) in Grantor. Notwithstanding the foregoing,
      provided that no default has occurred and is continuing, the following transfers
      shall not be deemed to be a sale or encumbrance for the purpose of this
Paragraph 15:
      

     

    (i) transfers
      of interests in Grantor for estate planning purposes to immediate family members
      (which shall be limited to a spouse, parent, child and grandchild (each an
      “Immediate
      Family Member”))
      of
      such party or to trusts or entities created for the benefit of Immediate Family
      Members provided that (1) if the transferor is a Guarantor, such Guarantor
      still
      controls such transferred interest and such Guarantor shall not be released
      from
      any guaranty or indemnity agreement by virtue of such permitted transfer, (2)
      Grantor shall provide Beneficiary with 30 days’ prior written notice of any such
      permitted transfer, (3) Grantor shall reimburse Beneficiary for all costs and
      expenses, including reasonable attorney fees incurred by Beneficiary in
      connection with such permitted transfer, (4) there has been no change in control
      or management rights of Grantor as a result of such transfer, including but
      not
      limited to any sale, encumbrance, pledge, hypothecation, or transfer of any
      general partner or managing member interest in the Grantor, (5) such transfer
      has no effect on the continuing status of Grantor, as a validly existing entity
      in good standing and in compliance with the provisions of Paragraph
      17,
      and (6)
      Grantor shall furnish Beneficiary with copies of any documentation executed
      in
      connection with such permitted transfer promptly after execution
      thereof;

     

    (ii) transfers
      of direct and/or indirect interests in Grantor by operation of law or upon
      death
      by devise or descent, provided that the condition set forth in clause (5) of
      subparagraph (i) above is satisfied; 

     

    (iii) transfers
      of direct and/or indirect interests in Grantor to Guarantor(s); 

     

    (iv) a
      sale,
      encumbrance, pledge, hypothecation, or transfer of less than forty-nine percent
      (49%) in the aggregate (which may be pursuant to one or more transactions during
      the term of the Loan) of the direct and/or indirect ownership interests
      (including beneficial interests) in Grantor provided that the conditions set
      forth in clauses (2) through (6) of subparagraph (i) above are satisfied as
      to
      each such transfer.

     

    (v) Transfers
      of direct membership interests in Maguire Macquarie Office, LLC (“JV”)
      between the existing members of such entity, so long as to the extent the
      management or control rights of JV change as a result of such transfer, the
      new
      manager of JV is a Qualified Transferee (as defined below) and provided
      that the conditions set forth in clauses (2), (3), (5) and (6) of subparagraph
      (i) above are satisfied as to each such transfer.

     

    (vi) Transfers
      by Macquarie Office Trust, an Australian Listed Property Trust, or any of its
      Affiliates, of all or any portion of their respective indirect ownership
      interests in Grantor (or direct interests in JV) to an Affiliate (as defined
      

     


    
      
        
        

      

      
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    below)
      of
      Macquarie Office Trust, provided that the conditions set forth in clauses (2)
      through (6) of subparagraph (i) above are satisfied as to each such
      transfer.

     

    (vii) Transfers
      by Maguire Properties, Inc., or any of its Affiliates, of all or any portion
      of
      its indirect ownership interests in Grantor or JV, to an Affiliate of Maguire
      Properties, Inc, provided that the conditions set forth in clauses (2), (3),
      (5)
      and (6) of subparagraph (i) above are satisfied as to each such
      transfer.

     

    (viii) Transfers
      of the limited partnership interests in Maguire Properties, L.P. or the limited
      partnership interests in Macquarie Office Stadium Gateway, L.P.

     

    (ix) Transfers
      of ownership interests in a Person whose stock is listed or quoted on the New
      York Stock Exchange, the American Stock Exchange, NASDAQ or any equivalent
      Australian stock exchange.

     

    (x) Transfers
      of direct or indirect ownership interests in Grantor or JV to a Qualified
      Transferee, which Qualified Transferee is also itself a Qualified Manager or
      engages a Qualified Manager to manage the Property, provided that the conditions
      set forth in clauses (2), (3), (5) and (6) of subparagraph (i) above are
      satisfied as to each such transfer.

     

    (xi) Pledges
      of direct or indirect equity interests in JV, Macquarie Office Trust or Maguire
      Properties, Inc. to secure loans to the owners thereof so long as such pledges
      do not under any circumstances permit the holder thereof to foreclose on such
      pledges or otherwise take title to the pledged interest pursuant to the
      pledge.

     

    For
      purposes of this Paragraph
      15(b)
      the
      following terms shall have the following definitions: (A) “Affiliate”
means
      any Person directly or indirectly controlling, controlled by or under common
      control with, another Person, directly or indirectly owning or holding, or
      under
      common control with a Person directly or indirectly holding, fifty-one percent
      (51%) or more of any equity interest in another Person, or fifty-one percent
      (51%) or more of whose voting stock or other equity interest is directly or
      indirectly owned or held by such other Person, (B) “Qualified
      Transferee”
means
      any Person meeting the requirements and definition of “qualified transferee” set
      forth in the Standard & Poor’s U.S. CMBS Legal and Structured Finance
      Criteria that also (I) immediately prior to such transfer has total assets
      of at
      least $600,000,000, (II) has a net worth, as of a date not more than three
      (3)
      months prior to such transfer, of at least $250,000,000, (III) is regularly
      engaged in the business of owning interests (either directly or through funds
      under management) in office properties, and (IV) does not violate the provisions
      of Paragraph
      47,
      and (C)
“Qualified
      Manager”
means
      a
      manager which (I) is a reputable management company having at least five (5)
      years experience in the management of commercial properties with similar uses
      as
      the Property and in the jurisdiction where the Property is located, (II) has
      for
      at least five (5) years managed at least five (5) properties of the same type
      as
      the Property totaling at least 1,000,000 square feet (excluding the Property),
      and (III) does not violate the provisions of Paragraph
      47.

     

    (c) Assumption.
      Notwithstanding the foregoing provisions of this Paragraph 15,
      a sale
      of the Property and assumption of this Loan (hereinafter, an “Assumption”)
      in its
      entirety prohibited by the foregoing may be permitted during the term 

     


    
      
        
        

      

      
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    of
      the
      Note to any entity, subject to Beneficiary’s prior written consent, which shall
      not be unreasonably withheld or delayed, provided that each of the following
      terms and conditions are satisfied:

     

    (i) Grantor
      is in compliance with all terms and conditions of the Loan Documents and no
      default has occurred and is then continuing hereunder or under any of the other
      Loan Documents and the proposed transferee (“Transferee”)
      agrees
      to continue to comply with and be bound by all provisions of the Loan
      Documents;

     

    (ii) Grantor
      gives Beneficiary written notice of the terms of such prospective Assumption
      not
      less than forty-five (45) days before the date on which such Assumption is
      scheduled to take place and, concurrently therewith, gives Beneficiary all
      such
      information concerning Transferee as Beneficiary reasonably requests.
      Beneficiary shall have the right to approve or disapprove the proposed
      Transferee. In determining whether to give or withhold its approval of the
      proposed Transferee, Beneficiary shall consider Transferee’s experience in
      owning and operating a facility similar to the Property, Transferee’s entity
      structure, Transferee’s financial strength, the Transferee’s general business
      standing and Transferee’s relationship and experience with contractors, vendors,
      tenants, lenders and other business entities;

     

    (iii) Grantor
      shall pay Beneficiary (A) in connection with such proposed Assumption, all
      reasonable out-of-pocket costs and expenses, including, without limitation,
      reasonable attorneys’ fees incurred by Beneficiary and any rating agency
      approval fees (whether such transfer is approved or rejected), plus (B)
      concurrently with the closing of such Assumption, a nonrefundable assumption
      fee
      in an amount equal to 0.5% of the then outstanding principal balance of the
      Note;

     

    (iv) Transferee
      executes and delivers such documents and agreements as Beneficiary shall
      reasonably require to evidence and effectuate said assumption and delivers
      such
      legal opinions as Beneficiary may reasonably require, including, without
      limitation, hazard insurance endorsements or certificates and other similar
      materials as Beneficiary may deem necessary at the time of the Assumption,
      all in form and substance satisfactory to Beneficiary, including, without
      limitation, an endorsement or endorsements to Beneficiary’s loan title insurance
      policy insuring the lien of this Deed of Trust, extending the effective date
      of
      such policy to the date of execution and delivery of the assumption agreement
      referenced in this subparagraph
      15(c)(iv),
      with no
      additional exceptions added to such policy, except for items consented to by
      Beneficiary or permitted under this Deed of Trust, and insuring that fee simple
      title to the Property is vested in the Transferee;

     

    (v) Grantor
      executes and delivers to Beneficiary, without any cost or expense to
      Beneficiary, a release of Beneficiary, its officers, directors, employees and
      agents, from all claims and liability relating to the transactions evidenced
      by
      the other security documents through and including the date of the closing
      of
      the Assumption, which agreement shall be in form and substance satisfactory
      to
      Beneficiary and shall be binding upon the Transferee;

     

     


    
      
        
        

      

      
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    (vi) subject
      to the provisions of
      Paragraph 11
      of the
      Note, such Assumption is not construed so as to relieve Grantor of any personal
      liability under the Note or any of the Loan Documents for any act or events
      occurring or obligations arising prior to or simultaneously with the closing
      of
      such Assumption (excluding payment of the principal amount of the Note and
      interest accrued thereon) and Grantor executes, without any cost or expense
      to
      Beneficiary, such documents and agreements as Beneficiary shall reasonably
      require to evidence and effectuate the ratification of such personal
      liability;

     

    (vii) Transferee
      shall furnish, if Transferee is a corporation, partnership or other entity,
      all
      appropriate papers evidencing Transferee’s capacity in good standing and the
      qualification of the signers to execute the assumption of the Obligations,
      which
      paper shall include certified copies of all documents relating to the
      organization and formation of Transferee and of the entities, if any, which
      are
      partners, members or shareholders of Transferee. Transferee and such constituent
      partners, members or shareholders of the Transferee (as the case may be) as
      Beneficiary shall require, shall be single purpose entities, whose formation
      documents shall be approved by counsel to Beneficiary. Transferee must be a
      bankruptcy remote entity and must have two (2) individuals recommended to
      Beneficiary and approved by counsel to Beneficiary to serve as independent
      directors of Transferee (if Transferee is a corporation) or Transferee’s
      corporate general partner or an independent member or in Beneficiary’s
      discretion, manager of Transferee if Transferee is a limited liability company.
      The consent of such independent parties shall be required for, among other
      things, any merger, consolidation, dissolution, bankruptcy or insolvency of
      such
      independent party or of the Transferee;

     

    (viii) Transferee
      shall furnish an opinion of counsel satisfactory to Beneficiary and its counsel
      stating that (A) Transferee’s formation documents provide proof for the matters
      described in subparagraph
      (vii)
      above,
      (B) the assets of Transferee will not be consolidated with the assets of any
      other entity having an interest in, or affiliation with, the Transferee, in
      the
      event of a bankruptcy or insolvency of any such entity if required by any rating
      agency after the securitization of the Loan, (C) the assumption of the
      Obligations has been duly authorized, executed and delivered and the Loan
      Documents are valid, binding and enforceable against the Transferee in
      accordance with their terms, (D) Transferee and any entity which is a
      controlling stockholder, general partner or managing member of Transferee have
      been duly organized and are in good standing and in existence, and (E) with
      respect to such other matters as Beneficiary or any applicable rating agency
      may
      request; and

     

    (ix) if
      the
      Loan has previously been securitized pursuant to Paragraph 44,
      Beneficiary shall have received evidence in writing from the rating agencies
      to
      the effect the proposed transfer will not result in a downgrade, qualification,
      reduction or withdrawal of any rating initially assigned or to be assigned
      to
      any securities issued in connection with the Loan.

     


    
      
        
        

      

      
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    Any
      such
      Assumption shall not be construed as to relieve any current Guarantors of their
      obligations under any guarantees or indemnity agreements executed in connection
      with the Note, provided that if Transferee or a party associated with Transferee
      approved by Beneficiary in its sole discretion assumes the obligations of the
      current Guarantors under their guarantees or indemnity agreements and Transferee
      or such party associated with Transferee if applicable, executes, without any
      cost or expense to Beneficiary, a new guarantee and/or indemnity agreement
      in
      form and substance satisfactory to Beneficiary, then Beneficiary shall release
      the current Guarantors from all obligations first arising under their guarantees
      or indemnity agreements after the closing of such Assumption;

    


    (d) Beneficiary’s
      Rights.
      Except
      as provided in subparagraph
      15(c)
      above,
      Beneficiary reserves the right to condition the consent required hereunder
      upon
      a modification of the terms hereof and on assumption of the Note, this Deed
      of
      Trust and the Loan Documents as so modified by the proposed Transferee, payment
      of an assumption fee, and all of Beneficiary’s expenses incurred in connection
      with such transfer, the approval by a rating agency of the proposed transferee,
      the proposed transferee’s continued compliance with the covenants set forth in
      this Deed of Trust, including, without limitation, the covenants contained
      in
      Paragraph 17, or such other conditions as Beneficiary shall determine in its
      sole discretion to be in the interest of Beneficiary. All of Beneficiary’s
      out-of-pocket expenses incurred shall be payable by Grantor whether or not
      Beneficiary consents to the Assumption. Beneficiary shall not be required to
      demonstrate any actual impairment of its security or any increased risk of
      default hereunder in order to declare the Note immediately due and payable
      upon
      Grantor’s prohibited sale, conveyance, mortgage, grant, bargain, encumbrance,
      pledge, assignment, or transfer of the Property without Beneficiary’s consent.
      This provision shall apply to every sale, conveyance, mortgage, grant, bargain,
      encumbrance, pledge, assignment, or transfer of the Property regardless of
      whether voluntary or not, or whether or not Beneficiary has consented to any
      previous sale, conveyance, mortgage, grant, bargain, encumbrance, pledge,
      assignment, or transfer of the Property.

     

    16. No
      Additional Liens.
      Grantor
      covenants not to execute any deed of trust, security agreement, assignment
      of
      leases and rents or other agreement granting a lien (except the liens granted
      to
      Beneficiary and Trustee by the Loan Documents) or, except as set forth in
Paragraph 2
      above,
      take or fail to take any other action which would result in a lien against
      the
      interest of Grantor in the Property without the prior written consent of
      Beneficiary.

     

    17. Single
      Asset Entity.
      Grantor
      and any other entity required by Beneficiary to be a Special Purpose Entity
      pursuant to the provisions of this Paragraph
      17 or
      otherwise (a “Required
      SPE”)
      shall
      not hold or acquire, directly or indirectly, any ownership interest (legal
      or
      equitable) in any real or personal property other than the Property, or become
      a
      shareholder of or a member or partner in any entity which acquires any property
      other than the Property, until such time as the Indebtedness has been fully
      repaid. Grantor’s and any Required SPE’s articles of incorporation, partnership
      agreement or operating agreement, as applicable, (w) as to Grantor, limit its
      purpose to the acquisition, ownership, operation and disposition of the
      Property, and as to any Required SPE, limit its purpose to acting as the general
      partner of the limited partnership that owns the Property, or a member of the
      limited liability company that owns the Property, or the general partner of
      any
      Required SPE which is a limited partnership, or a member of any Required SPE
      which is a limited liability company, (x) prohibit other activities, mergers,
      consolidations and asset sales until such 

     


    
      
        
        

      

      
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    time
      as
      the Indebtedness has been fully repaid, (y) contain separateness covenants
      satisfactory to Beneficiary, and (z) provide that such provisions shall not
      be
      amended without the prior written consent of Beneficiary. Grantor covenants
      that:

     

    (a) Grantor
      is organized solely for the purpose of acquiring, developing, owning, holding,
      selling, leasing, transferring, exchanging, managing and operating the Property,
      entering into the Loan Documents with the Beneficiary, refinancing the Property
      in connection with a permitted repayment of the Loan, and transacting lawful
      business that is incident, necessary and appropriate to accomplish the
      foregoing; and any Required SPE is organized solely for the purpose of acting
      as
      a general partner of the limited partnership that owns the Property, or a member
      of the limited liability company that owns the Property, or the general partner
      of any Required SPE which is a limited partnership, or a member of any Required
      SPE which is a limited liability company;

     

    (b) Grantor
      is not engaged and will not engage in any business unrelated to the acquisition,
      development, ownership, management or operation of the Property, and any
      Required SPE is not engaged and will not engage in any business unrelated to
      (1)
      acting as general partner of the limited partnership that owns the Property,
      (2)
      acting as a member of the limited liability company that owns the Property,
      (3)
      acting as general partner of any Required SPE which is a limited partnership,
      or
      (4) acting as a member of any Required SPE which is a limited liability
      company;

     

    (c) Grantor
      does not have and will not have any assets other than those related to the
      Property and any Required SPE does not have and will not have any assets other
      than its partnership interest in the limited partnership that owns the Property,
      or its member interest in the limited liability company that owns the Property
      or acts as the general partner of such limited partnership or managing member
      of
      such limited liability company, as applicable;

     

    (d) neither
      Grantor nor any Required SPE have engaged, sought or consented to and will
      not,
      without the affirmative vote of all of its members, managers, directors or
      general partners, as applicable (including the Independent Person(s) (as
      hereinafter defined)), engage in, seek or consent to any dissolution, winding
      up, liquidation, consolidation, merger, sale of all or substantially all of
      its
      assets, transfer of partnership or membership interests, or amendment of its
      limited partnership agreement, articles of incorporation, bylaws, articles
      of
      organization, certificate of formation, limited liability company agreement
      and/or operating agreement (as applicable) with respect to the matters set
      forth
      in this definition (in each case, except as permitted hereunder or otherwise
      with Beneficiary’s prior written consent);

     

    (e) Any
      Grantor or Required SPE that is a limited partnership has as its only general
      partners, Special Purpose Entities that are corporations, limited partnerships
      or limited liability companies;

     

    (f) Any
      Grantor or Required SPE that is a limited liability company, if such limited
      liability company has more than one member, has at least one manager that is
      a
      Special Purpose Entity that owns at least 1.0% (one percent) of the equity
      of
      such limited liability company;

     

     


    
      
        
        

      

      
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    (g) Any
      Grantor or Required SPE that is a limited liability company, if such limited
      liability company has only one member, (1) has been formed under Delaware law
      and (2) has an individual or entity, which is an Independent Person(s) or
      Required SPE, respectively, that shall become a member of the limited liability
      company upon the dissolution or disassociation of the member;

     

    (h) Grantor
      and any Required SPE (1) have articles of organization, a certificate of
      formation, limited liability company agreement and/or an operating agreement,
      as
      applicable (if such entity is a limited liability company), (2) have a limited
      partnership agreement (if such entity is a limited partnership), or (3) have
      a
      certificate of incorporation, articles or bylaws (if such entity is a
      corporation) that, in each case, provide that such entity will not, without
      the
      affirmative vote of all (including the Independent Person(s)) of its members,
      managers, directors, or general partners, as applicable: (i) dissolve, merge,
      liquidate or consolidate and, as to any Required SPE, permit Grantor (as
      applicable) to dissolve, merge, liquidate, or consolidate; (ii) except as
      permitted herein, sell all or substantially all of its assets or, as to any
      Required SPE, the assets of the Grantor (as applicable), (iii) engage in any
      other business activity, or amend its organizational documents with respect
      to
      the matters set forth in this definition without the consent of the Beneficiary;
      or (iv) file a bankruptcy or insolvency petition or otherwise institute
      insolvency proceedings with respect to itself or, as to any Required SPE, with
      respect to Grantor (as applicable);

     

    (i) Grantor
      and any Required SPE have not and shall not, without the affirmative vote of
      all
      (including the Independent Person(s)) of its member, managers, directors or
      general partners, as applicable: (i) dissolve, merge, liquidate, or consolidate,
      or, as to any Required SPE, permit Grantor (as applicable) to dissolve, merge,
      liquidate, or consolidate; (ii) except as permitted herein, sell all or
      substantially all of its assets or, as to any Required SPE, the assets of the
      Grantor (as applicable), (iii) engage in any other business activity, or amend
      its organizational documents, or, with respect to any Required SPE, amend the
      organizational documents of Grantor, with respect to the matters set forth
      in
      this definition without the consent of the Beneficiary; or (iv) file a
      bankruptcy or insolvency petition or otherwise institute insolvency proceedings
      with respect to itself or, as to any Required SPE, with respect to
      Grantor;

     

    (j) each
      of
      Grantor and any Required SPE is solvent and pays its debts and liabilities
      (including, as applicable, shared personnel and overhead expenses) from its
      assets as the same become due, and endeavors 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;

     

    (k) each
      of
      Grantor and any Required SPE has not failed and will not fail to correct any
      known misunderstanding regarding the separate identity of such
      entity;

     

    (l) each
      of
      Grantor and any Required SPE will file its own tax returns; provided, however,
      that its assets and income may be included in a consolidated tax return of
      its
      parent companies if inclusion on such consolidated tax return is in compliance
      with applicable law 

     


    
      
        
        

      

      
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    or,
      in
      the event that such Grantor or Required SPE is a disregarded entity for federal
      tax purposes, then its assets and income may be included on the tax returns
      filed by its owner;

     

    (m) each
      of
      Grantor and any Required SPE has maintained and will maintain its own
      resolutions and agreements;

     

    (n) each
      of
      Grantor and any Required SPE (1) has not commingled and will not commingle
      its
      funds or assets with those of any other person, (2) will pay its obligations
      solely with its own assets, and (3) has not participated and will not
      participate in any cash management system with any other person other than
      Beneficiary;

     

    (o) each
      of
      Grantor and any Required SPE has held and will hold its assets in its own
      name;

     

    (p) each
      of
      Grantor and any Required SPE has conducted and will conduct its business in
      its
      name or in a name franchised or licensed to it by an entity other than an
      Affiliate of Grantor;

     

    (q) each
      of
      Grantor and any Required SPE has maintained and will maintain its balance
      sheets, operating statements and other entity documents separate from any other
      Person and has not permitted and will not permit its assets to be listed as
      assets on the financial statement of any other entity except as required or
      permitted by generally accepted accounting principles; provided, however, that
      any such consolidated financial statement shall contain a note indicating that
      it maintains separate balance sheets and operating statements for such Grantor
      or Required SPE, respectively, and, if it is the Grantor, for the Property.
      

     

    (r) each
      of
      Grantor and any Required SPE has a sufficient number of employees in light
      of
      its contemplated business operations, which may be none;

     

    (s) each
      of
      Grantor and any Required SPE has observed and will observe all partnership,
      corporate or limited liability company formalities, as applicable;

     

    (t) each
      of
      Grantor and any Required SPE has no, and will have no, Indebtedness (including
      loans (whether or not such loans are evidenced by a written agreement) between
      such Grantor or Required SPE, respectively, and any Affiliates of Grantor)
      other
      than (i) with respect to Grantor, the Loan, (ii) with respect to Grantor or
      any
      Required SPE, unsecured liabilities incurred in the ordinary course of business
      relating to the routine administration of Grantor or such Required SPE,
      respectively, and, with respect to Grantor only, unsecured liabilities incurred
      in the ordinary course of business relating to the ownership and operation
      of
      the Property, which liabilities are owed to unrelated third parties, are not
      more than sixty (60) days past the date incurred (unless disputed in accordance
      with applicable law), are not evidenced by a note and are paid when due, and
      which amounts are normal and reasonable under the circumstances, and shall
      not
      exceed $1,900,000.00;

     

    (u) each
      of
      Grantor and any Required SPE will not guarantee or become obligated for the
      debts of any other entity or person or hold out its credits as being available
      to satisfy the obligations of others, including not acquiring obligations or
      securities of its 

     


    
      
        
        

      

      
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    partners,
      members or shareholders (except to the extent that any Required SPE acting
      as
      the general partner of Grantor may become liable for the debts of Grantor,
      where
      Grantor is a limited partnership);

     

    (v) each
      of
      Grantor and any Required SPE has not and will not acquire obligations of its
      partners, members or shareholders or any other Affiliate;

     

    (w) each
      of
      Grantor and any Required SPE has allocated and will allocate fairly and
      reasonably any overhead expenses that are shared with any Affiliate, including,
      but not limited to, paying for shared office space and services performed by
      any
      employee of an Affiliate; 

     

    (x) each
      of
      Grantor and any Required SPE has not maintained or used, and will not maintain
      or use, invoices and checks bearing the name of any other Person, and will
      use
      its own stationery for written communications with all other
      Persons;

     

    (y) each
      of
      Grantor and any Required SPE has not pledged and will not pledge its assets
      for
      the benefit of any other Person except as permitted or required pursuant to
      this
      Deed of Trust;

     

    (z) each
      of
      Grantor and any Required SPE has held itself out and identified itself and
      will
      hold itself out and identify itself as a separate and distinct entity under
      its
      own name or in a name franchised or licensed to it by an entity other than
      an
      Affiliate of Grantor;

     

    (aa) each
      of
      Grantor and any Required SPE has maintained and will maintain its assets in
      such
      a manner that it will not be costly or difficult to segregate, ascertain or
      identify its individual assets from those of any other Person;

     

    (bb) each
      of
      Grantor and any Required SPE has not made and will not make loans to any Person
      or hold evidence of indebtedness issued by any other person or entity (other
      than cash and investment-grade securities issued by an entity that is not an
      Affiliate of or subject to common ownership with such entity);

     

    (cc) each
      of
      Grantor and any Required SPE has not identified and will not identify its
      partners, members or shareholders, or any Affiliate of any of them, as a
      division or part of it, and has not identified itself and shall not identify
      itself as a division of any other Person (except to the extent such treatment
      may be required under the federal income tax law and similar state law for
      disregarded entities);

     

    (dd) each
      of
      Grantor and any Required SPE has not entered into or been a party to, and will
      not enter into or be a party to, any transaction with its partners, members,
      shareholders or Affiliates except in the ordinary course of its business and
      on
      terms which are intrinsically fair, commercially reasonable and are no less
      favorable to it than would be obtained in a comparable arm’s-length transaction
      with an unrelated third party;

     

    (ee) each
      of
      Grantor and any Required SPE does not and will not have any of its obligations
      guaranteed by any Affiliate except as otherwise required in the Loan
      Documents;

     

     


    
      
        
        

      

      
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    (ff) each
      of
      Grantor and any Required SPE has complied and will comply with all of the terms
      and provisions contained in its organizational documents. The statement of
      facts
      contained in its organizational documents are true and correct and will remain
      true and correct;

     

    (gg) each
      of
      Grantor and any Required SPE has at all times on its board of directors (if
      such
      entity is a corporation) at least two (2) Independent Persons that are
      directors, who shall be selected by Grantor or such Required SPE, respectively,
      but which must be reasonably satisfactory to Beneficiary;

     

    (hh) each
      of
      Grantor and any Required SPE (if such entity is a limited liability company)
      has
      at all times at least two (2) Independent Persons who shall act as managers
      of
      the limited liability company, who shall be selected by Grantor or such Required
      SPE, respectively, but which must be reasonably satisfactory to Beneficiary;
      and

     

    (ii) all
      of
      the general partners of each of Grantor and any Required SPE (if such Grantor
      or
      such Required SPE is a limited partnership) shall have at all times at least
      two
      (2) Independent Persons who shall act as the managers of the limited liability
      company (if such general partner is a limited liability company), or who shall
      act as directors on such general partner’s board of directors (if such general
      partner is a corporation), all of which Independent Persons shall be selected
      by
      Grantor or such Required SPE, respectively, but which must be reasonably
      satisfactory to Beneficiary.

     

    For
      purposes of the foregoing:

     

    “Affiliate”
      means
      any
      Person controlling, under common control with, or controlled by the Person
      in
      question.

     

    “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

     

    “Independent
      Person”
shall
      mean a natural Person who is not at the time of initial appointment, or at
      any
      time while serving as a manager (in the case of a manager-managed limited
      liability company), member (in the case of a member-managed limited liability
      company), or a director (in the case of a corporation) of Grantor or any
      Required SPE, and has not been at any time during the preceding five (5) years:
      (a) a stockholder, manager, director, officer, employee, partner, member,
      attorney or counsel of Grantor or such Required SPE, respectively, or any
      Affiliate of Grantor or such Required SPE, respectively; (b) a creditor,
      customer, supplier or other Person who derives any of its purchases or revenues
      from its activities with Grantor or such Required SPE, respectively, or any
      Affiliate of Grantor or such Required SPE, respectively; (c) a Person
      controlling or under common control with any such stockholder, partner, member,
      creditor, customer, supplier or other Person; or (d) a member of the immediate
      family of any such stockholder, director, officer, employee, partner, member,
      creditor, customer, supplier or other Person. A natural Person who otherwise
      satisfies the foregoing shall not be disqualified from serving as an independent
      director, member or manager of Grantor or any Required SPE if such individual
      is
      at the time of initial appointment, or at any time while serving as an
      Independent Person of Grantor or such Required 

     


    
      
        
        

      

      
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    SPE,
      respectively, an independent director, member or manager of a “special purpose
      entity” affiliated with Grantor or such Required SPE, respectively (other than
      any Person which owns any direct or indirect equity interest in Grantor or
      such
      Required SPE, respectively), if such individual is an Independent Person
      provided by a nationally-recognized company that provides professional
      independent directors or managers if the Person serving as such Independent
      Person does not derive more than 5% of his or her annual income from serving
      as
      an independent director, member or manager of Grantor or such Required SPE,
      respectively, or any Affiliate of Grantor or such Required SPE, respectively.
      For purposes of this paragraph, a “special purpose entity” is an entity, whose
      organizational documents contain restrictions on its activities and impose
      requirements intended to preserve a Person’s separateness that are substantially
      similar to those of Grantor, and provide, inter alia, that it: (a) is organized
      for the limited purpose of owning and operating one or more properties, being
      the general partner or a member of a borrower or, in a securitization context,
      the limited purpose of issuing mortgage or asset-backed securities; (b) has
      restrictions on its ability to incur indebtedness, dissolve, liquidate,
      consolidate, merge and/or sell assets; (c) may not file voluntarily a bankruptcy
      petition on its own behalf or on behalf of a borrower without the consent of
      the
      independent director, manager or member; and (d) shall conduct itself and cause
      the borrower in question to conduct itself in accordance with certain
“separateness covenants,” including, but not limited to, the maintenance of its
      and such borrower’s books, records, bank accounts and assets separate from those
      of any other person or entity.

     

    “Person”
      shall
      mean any individual, corporation, partnership, joint venture, limited liability
      company, estate, trust, unincorporated association, 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.

     

    “Special
      Purpose Entity”
      shall
      mean a limited partnership, limited liability company or corporation which,
      at
      all times until the Indebtedness is paid and all Obligations are satisfied,
      meets all of the requirements of this Paragraph
      17.

     

    18. Grantor
      and Lien Not Released.
      Without
      affecting the liability of Grantor or any other person liable for the payment
      of
      the Indebtedness, and without affecting the lien or charge of this Deed of
      Trust
      as security for the payment of the Indebtedness, Beneficiary and Trustee may,
      from time to time and without notice to any junior lien holder or holder of
      any
      right or other interest in and to the Property: (a) release any person so
      liable, (b) waive or modify any provision of this Deed of Trust or the
      other Loan Documents or grant other indulgences, (c) release all or any
      part of the Property, (d) take additional security for any obligation
      herein mentioned, (e) subordinate the lien or charge of this Deed of Trust,
      (f) consent to the granting of any easement, or (g) consent to any map
      or plan of the Property.

     

    19. Uniform
      Commercial Code Security Agreement and Fixture Filing.
      This
      Deed of Trust shall constitute a security agreement and fixture filing pursuant
      to the Uniform Commercial Code in effect from time to time for any of the items
      specified herein as part of the Property which, under applicable law, may be
      subject to a security interest pursuant to the Uniform Commercial Code
      (collectively, the “Collateral”),
      and
      Grantor hereby, pursuant to the terms of this Deed of Trust, grants Beneficiary
      a security interest in the Collateral. Any reproduction of this Deed of Trust
      or
      of any other security agreement or financing statement shall be sufficient
      as a
      financing statement. In addition, Grantor agrees to execute and deliver to
      Beneficiary any financing statements, as well as 

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    


     

    extensions,
      renewals and amendments thereof, and reproductions of this Deed of Trust in
      such
      form as Beneficiary may require to perfect a security interest with respect
      to
      said items. Grantor shall pay all costs of filing such financing statements
      and
      any extensions, renewals, amendments and releases thereof, and shall pay all
      reasonable costs and expenses of any record searches for financing statements
      Beneficiary may reasonably require. Grantor shall, at Beneficiary’s request, at
      any time and from time to time, execute and deliver to Beneficiary such
      financing statements, amendments and other documents and do such acts as
      Beneficiary deems necessary in order to establish and maintain valid, attached
      and perfected first security interests in the Collateral in favor of
      Beneficiary, free and clear of all liens, claims and rights of third parties
      whatsoever. Grantor hereby irrevocably authorizes Beneficiary at any time,
      and
      from time to time, to execute and file in any jurisdiction any initial financing
      statements and amendments thereto that (a) indicate the Collateral (i) as all
      assets of the Grantor or words of similar effect, regardless of whether any
      particular asset comprised in the Collateral falls within the scope of Article
      9
      of the Uniform Commercial Code of the jurisdiction wherein such financing
      statement or amendment is filed, or (ii) as being of an equal or lesser scope
      or
      within greater detail, and (b) contain any other information required by Section
      5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such
      financing statement or amendment is filed regarding the sufficiency or filing
      office acceptance of any financing statement or amendment, including (i) whether
      the Grantor is an organization, the type of organization and any organization
      identification number issued to the Grantor, and (ii) in the case of a financing
      statement filed as a fixture filing or indicating Collateral as as-extracted
      collateral or timber to be cut, a sufficient description of real property to
      which the Collateral relates. Grantor agrees to furnish any such information
      to
      Beneficiary promptly upon request. Grantor further ratifies and affirms its
      authorization for any financing statements and/or amendments thereto, executed
      and filed by Beneficiary in any jurisdiction prior to the date of this Deed
      of
      Trust. In addition, Grantor covenants to: (w) obtain acknowledgments from any
      bailee holding Collateral; (x) obtain consents from any letter of credit
      issuers; (y) notify and take steps to perfect Beneficiary’s security interest in
      any Commercial Tort Claims; and (z) take any action necessary to vest control
      in
      Beneficiary of any of Grantor’s Electronic Chattel Paper. If an Event of Default
      shall occur, Beneficiary, in addition to any other rights and remedies which
      it
      may have, shall have and may exercise immediately and without demand, any and
      all rights and remedies granted to a secured party upon default under the
      Uniform Commercial Code, including without limitation, the right to take
      possession of the Collateral or any part thereof, and to take such other
      measures as Beneficiary may deem necessary for the care, protection and
      preservation of the Collateral. Upon request or demand of Beneficiary, Grantor
      shall, at its expense, assemble the Collateral and make it available to
      Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall
      pay
      to Beneficiary on demand any and all expenses, including legal expenses and
      attorneys’ fees, incurred or paid by Beneficiary in protecting the interest in
      the Collateral and in enforcing the rights hereunder with respect to the
      Collateral. Any notice of sale, disposition or other intended action by
      Beneficiary with respect to the Collateral sent to Grantor in accordance with
      the provisions hereof at least five (5) days prior to such action, shall
      constitute commercially reasonable notice to Grantor. Capitalized words and
      phrases used herein in this Paragraph 19 and Paragraph 21(c) and not otherwise
      defined herein and therein shall have the respective meanings assigned to such
      terms in either: (i) Article 9 of the Uniform Commercial Code as in force in
      Delaware at the time the financing statement was filed by Beneficiary, or (ii)
      Article 9 as in force at any relevant time in Delaware, the meaning to be
      ascribed thereto with respect to any particular item of property shall be that
      under the more encompassing of the two definitions.

     

     


    
      
        
        

      

      
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    FOR
      PURPOSES OF THE UNIFORM COMMERCIAL CODE THE FOLLOWING INFORMATION IS
      FURNISHED:

     

    
      	 	
              a.

            	
              The
                name and address of the record owner of the real estate interest
                described
                in this instrument is:

            


    

     

    
      	 	 	
              Maguire
                Macquarie - Cerritos I, LLC

            


    

    
      	 	 	
              333
                South Grand Avenue, Suite 400

            


    

    
      	 	 	
              Los
                Angeles,
                California 90071

            


    

    


    
      	 	
              b.

            	
              The
                name and address of the debtor (Grantor)
                is:

            


    

    
      	 	 	 


    

    
      	 	 	
              Maguire
                Macquarie - Cerritos I, LLC

            


    

    
      	 	 	
              333
                South Grand Avenue, Suite 400

            


    

    
      	 	 	
              Los
                Angeles,
                California 90071

            


    

    


    
      	 	
              c.

            	
              The
                name and address of the secured party (Beneficiary)
                is:

            


    

    


    
      	 	 	
              LaSalle
                Bank National Association

            


    

    
      	 	 	
              135
                South LaSalle Street

            


    

    
      	 	 	
              Suite
                3410

            


    

    
      	 	 	
              Chicago,
                Cook County, Illinois 60603

            


    

    


    
      	 	
              d.

            	
              Information
                concerning the security interest evidenced by this instrument maybe
                obtained from the secured party at its address
                above.

            


    

    


    
      	 	
              e.

            	
              This
                document covers assets and personal property which are or are to
                become
                fixtures.

            


    

    


    20. Events
      of Default; Acceleration of Indebtedness; Remedies.
      The
      occurrence of any one or more of the following events shall constitute an
“Event
      of Default”
      under
      this Deed of Trust:

     

    (a) failure
      of Grantor to pay (i) within 5 days of the due date, any of the
      Indebtedness, including any payment due under the Note or (ii) the outstanding
      Indebtedness including all accrued and unpaid interest in full on the Maturity
      Date; or

     

    (b) failure
      of Grantor to provide Beneficiary with evidence of renewal of any insurance
      required hereunder within 10 days of Beneficiary’s written request therefore,
      or

     

    (c) failure
      of Grantor to pay when due any taxes, assessments and other similar charges
      levied against the Property, or ground rents, if applicable, except to the
      extent sums sufficient to pay such amounts have been escrowed with Beneficiary
      as required under Paragraph
      3
      and
      Grantor has given notice of such amounts due to Beneficiary; or

     

    (d) failure
      of Grantor to strictly comply with Paragraphs 15,
      16 and 17
      of this
      Deed of Trust; or

     

     


    
      
        
        

      

      
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    (e) failure
      of Grantor to comply with the financial reporting requirements of Paragraph
      10
      within
      10 days after written notice from Beneficiary; or

     

    (f) a
      petition under any Chapter of Title 11 of the United States Code or any
      similar law or regulation is filed by or against Grantor or any Guarantor (and
      in the case of an involuntary petition in bankruptcy, such petition is not
      discharged within 60 days of its filing), or a custodian, receiver or trustee
      for any of the Property is appointed, or Grantor or any Guarantor makes an
      assignment for the benefit of creditors, or any of them are adjudged insolvent
      by any state or federal court of competent jurisdiction, or an attachment or
      execution is levied against any of the Property; or

     

    (g) the
      occurrence of an “Event
      of Default”
      under
      and as defined in any other Loan Document; or

     

    (h) Grantor
      is in default in the payment of any indebtedness (other than the Indebtedness),
      which default will have a material adverse affect on Grantor’s performance of
      its obligations under the Loan Documents, and such default is declared and
      is
      not cured within the time, if any, specified therefor in any agreement governing
      the same; or

     

    (i) any
      statement, report or certificate made or delivered to Beneficiary by Grantor
      or
      any Guarantor is not materially true and complete, or any representation or
      warranty made or delivered to Beneficiary by Grantor or any Guarantor is not
      materially true and correct; or

     

    (j) seizure
      or forfeiture of the Property, or any portion thereof, or Grantor’s interest
      therein, resulting from criminal wrongdoing or other unlawful action of Grantor,
      its affiliates, or any tenant in the Property under any federal, state or local
      law; or

     

    (k) failure
      of Grantor, within 30 days after notice and demand, to satisfy each and every
      Obligation, other than those set forth in the subparagraphs above; provided,
      however, if such failure to satisfy such Obligation cannot by its nature be
      cured within 30 days, and if Grantor commences to cure such failure promptly
      after written notice thereof and thereafter diligently pursues the curing
      thereof (and then in all events cures such failure within 60 days after the
      original notice thereof), Grantor shall not be in default hereunder during
      such
      period of diligent curing; or

     

    (l) a
      default
      by Grantor under the Ground Lease, which default continues beyond any applicable
      grace or cure period provided thereunder.

     

    Upon
      the
      occurrence of an Event of Default, the Indebtedness, at the option of the
      Beneficiary, shall become immediately due and payable without notice to Grantor,
      and Beneficiary and Trustee, shall be entitled to immediately exercise and
      pursue any or all of the rights and remedies contained in this Deed of Trust
      and
      any other Loan Document or otherwise available at law or in equity. Each remedy
      provided in the Loan Documents is distinct and cumulative to all other rights
      or
      remedies under the Loan Documents or afforded by law or equity, and may be
      exercised concurrently, independently, or successively, in any order
      whatsoever.

     

     


    
      
        
        

      

      
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    Notwithstanding
      any provision herein to the contrary, (i) all notices of default delivered
      hereunder to Grantor must be sent simultaneously to Ground Lessor at the address
      set forth in Paragraph
      33,
      and
      Ground Lessor shall have the right, but not the obligation, to cure any monetary
      default of Grantor within ten (10) days after its receipt of such notice and
      to
      cure any other default of Grantor within thirty (30) days after its receipt
      of
      such notice; and (ii) neither Ground Lessor’s right to cure any default or Event
      of Default nor any exercise of such right shall constitute an assumption of
      liability under this Deed of Trust. 

     

    21. Entry;
      Remedies.
      Upon
      the occurrence of an Event of Default, Beneficiary may at any time, at its
      option and in its sole discretion, declare all Obligations to be due and payable
      and the same shall thereupon become immediately due and payable, including
      any
      prepayment charge or fee payable under the terms of any Obligation; provided,
      upon the occurrence of any Event of Default described in clause (c) of
Paragraph
      20,
      all
      Obligations shall automatically be immediately due and payable. Beneficiary
      may
      also do any or all of the following, concurrently or otherwise, at such time
      and
      in such order as Beneficiary may determine, in its sole discretion, although
      it
      shall have no obligation to do any of the following:

     

    (a) Either
      in
      person or by agent, with or without bringing any action or proceeding, or by
      a
      receiver appointed by a court and without regard to the adequacy of
      Beneficiary's security, enter upon and take possession of the Property, or
      any
      part thereof, and do any acts which Beneficiary deems necessary or desirable
      to
      preserve the value, marketability or rentability of the Property, or to increase
      the income therefrom or to protect the security hereof and, with or without
      taking possession of any of the Property, sue for or otherwise collect all
      rents
      and profits, including those past due and unpaid, and apply the same, less
      costs
      and expenses of operation and collection, including reasonable attorneys' fees
      and expenses, upon the Obligations, all in such order as Beneficiary may
      determine. The collection of rents and profits and the application thereof
      shall
      not cure or waive any Event of Default or notice thereof or invalidate any
      act
      done in response thereto or pursuant to such notice;

     

    (b) Bring
      an
      action in any court of competent jurisdiction to foreclose this Deed of Trust
      or
      to enforce any of the covenants hereof;

     

    (c) Exercise
      any or all of the remedies available to a secured party under the Uniform
      Commercial Code, including, but not limited to:

     

    (i) either
      personally or by means of a court appointed receiver, take possession of all
      or
      any of the Collateral and exclude therefrom Grantor and all others claiming
      under Grantor and thereafter hold, store, use, operate, manage, maintain and
      control, make repairs, replacements, alterations, additions and improvements
      to
      and exercise all rights and powers of Grantor in respect to the Collateral;
      and
      in the event Beneficiary demands or attempts to take possession of the
      Collateral in the exercise of any of its rights hereunder, Grantor promises
      and
      agrees promptly to turn over and deliver complete possession thereof to
      Beneficiary;

     

    (ii) without
      notice to or demand upon Grantor, make such payments and do such acts as
      Beneficiary may deem necessary to protect its security interest in the 

     


    
      
        
        

      

      
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    Collateral,
      including, without limitation, paying, purchasing, contesting or compromising
      any encumbrance, charge or lien which is prior or superior to the security
      interest granted hereunder, and in exercising any such powers or authority,
      to
      pay all expenses incurred in connection therewith; 

     

    (iii) require
      Grantor to assemble the Collateral or any portion thereof at a place in Los
      Angeles County, California designated by Beneficiary and promptly to deliver
      such Collateral to Beneficiary or an agent or representative designated by
      it.
      Beneficiary, its agents and representatives, shall have the right, subject
      to
      applicable law, to enter upon any or all of the Grantor’s premises and property
      to exercise the Beneficiary's rights hereunder;

     

    (iv) sell,
      lease or otherwise dispose of the Collateral at public sale, with or without
      having the Collateral at the place of sale, and upon such terms and in such
      manner as Beneficiary may determine; and Beneficiary may be a purchaser at
      any
      such sale. Beneficiary shall not be deemed to have accepted any property other
      than cash in satisfaction of any Obligation unless Beneficiary shall make an
      express written election of said remedy under Uniform Commercial Code Section
      9505 or other applicable law;

     

    (v) pursuant
      to the provisions of Uniform Commercial Code Section 9501(4), proceed as to
      both
      the real and some or all of the personal property covered by the Deed of Trust
      in accordance with its rights and remedies in respect of said real property,
      in
      which event (i) the other provisions of the Uniform Commercial Code shall not
      apply with respect to any portion of the Collateral as to which Beneficiary
      makes an election so to proceed, and (ii) the sale of the Collateral in
      conjunction with and as one parcel with said real estate shall be deemed to
      be a
      commercially reasonable manner of sale; or

     

    (vi) proceed
      as to some or all of the Collateral separately from said real property, in
      which
      event the requirement of reasonable notice shall be met by mailing notice of
      the
      sale, postage prepaid, to Grantor or any other person entitled thereto at least
      ten (10) days before the time of the sale or other disposition of any of the
      Collateral.

     

    (d) Elect
      to
      sell by power of sale the Property which is the Land and the Improvements or
      which Beneficiary has elected to treat as the Land and the Improvements and,
      upon such election, such notice of Event of Default and election to sell shall
      be given as may then be required by law. Thereafter, upon the expiration of
      such
      time and the giving of such notice of sale as may then be required by law,
      at
      the time and place specified in the notice of sale, Trustee shall sell such
      property, or any portion thereof specified by Beneficiary, at public auction
      to
      the highest bidder for cash in lawful money of the United States. Trustee may,
      and upon request of Beneficiary shall, from time to time, postpone the sale
      by
      public announcement thereof at the time and place noticed therefor. If the
      Property consists of several lots, parcels or interests, Beneficiary may
      designate the order in which the same shall be offered for sale or sold. Grantor
      waives all rights to direct the order in which any of the Property will be
      sold
      in the event of any sale under this Deed of Trust, and also 

     


    
      
        
        

      

      
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    any
      of
      right to have any of the Property marshalled upon any sale. In the case of
      a
      sale under this Deed of Trust, the said property, real, personal and mixed,
      may
      be sold in one parcel or more than one parcel. Should Beneficiary desire that
      more than one such sale or other disposition be conducted, Beneficiary may,
      at
      its option, cause the same to be conducted simultaneously, or successively
      on
      the same day, or at such different days or times and in such order as
      Beneficiary may deem to be in its best interest. Any person, including Grantor,
      Trustee or Beneficiary, may purchase at the sale. Upon any sale, Trustee shall
      execute and deliver to the purchaser or purchasers a deed or deeds conveying
      the
      property so sold, but without any covenant or warranty whatsoever, express
      or
      implied, whereupon such purchaser or purchasers shall be let into immediate
      possession. Beneficiary, from time to time before the trustee's sale pursuant
      to
      this section, may rescind any notice of breach or default and of election to
      cause to be sold the Property by executing and delivering to Trustee a written
      notice of such rescission, which notice, shall also constitute a cancellation
      of
      any prior declaration of default and demand for sale. The exercise by
      Beneficiary of such right of rescission shall not constitute a waiver of any
      breach or default then existing or subsequently occurring or impair the right
      of
      Beneficiary to execute and deliver to Trustee, as above provided, other
      declarations of default and demand for sale, and notices of breach or default,
      nor otherwise affect any provision, covenant or condition of the Note and/or
      of
      this Deed of Trust or any of the rights, obligations or remedies of the parties
      thereunder or hereunder;

     

    (e) In
      accordance with California Code of Civil Procedure Section 726.5, Beneficiary
      may waive its lien against the Property or any portion thereof, together with
      fixtures or personal property thereon, to the extent such property is found
      to
      be environmentally impaired, and may exercise any and all rights and remedies
      of
      an unsecured creditor against Grantor and all of Grantor’s assets and property
      for the recovery of any deficiency, including, without limitation, seeking
      an
      attachment order under California Code of Civil Procedure Section 483.010.
      No
      such waiver shall be final or binding on Beneficiary unless and until a final
      money judgment is obtained against Grantor. As between Beneficiary and Grantor,
      for purposes of California Code of Civil Procedure Section 726.5, Grantor shall
      have the burden of proving that the release or threatened release was not
      knowingly or negligently caused or contributed to, or knowingly or willfully
      permitted or acquiesced to by Grantor or any related party (or any affiliate
      or
      agent of Grantor or any related party) and that Grantor made written disclosure
      of the release to Beneficiary or that Beneficiary otherwise obtained actual
      knowledge thereof prior to the making of the loan evidenced by the Note.
      Notwithstanding anything to the contrary contained in this Deed of Trust or
      the
      other Loan Documents, Grantor shall be fully and personally liable for all
      judgments and awards entered against Grantor pursuant to California Code of
      Civil Procedure 726.5 and such liability shall be an exception to any
      non-recourse or exculpatory provision in the Note, the Guaranty or the other
      Loan Documents and shall not be limited to the original principal amount of
      the
      obligations secured by this Deed of Trust. Grantor’s obligations under this
subparagraph
      (e)
      shall
      survive the foreclosure, deed in lieu of foreclosure, release, reconveyance
      or
      any other transfer of the Property or this Deed of Trust. For the purpose of
      any
      action brought under this Section, Grantor hereby waives the defense of laches
      and any applicable statute of limitations. For purposes of California Code
      of
      Civil Procedure 726.5, the acts, knowledge and notice of each “726.5
      Party”
shall
      be attributed to and be deemed to have been performed by the party or parties
      then obligated on and liable for payment of the Note. As used herein,
“726.5
      Party”
shall
      mean Grantor, any successor 

     


    
      
        
        

      

      
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    owner
      to
      Grantor of all or any portion of the Property, any related party of Grantor
      or
      any such successor and any affiliate or agent of Grantor, any such successor
      or
      any such related party.

     

    (f) In
      accordance with, and subject to limitations of, California Code of Civil
      Procedure Section 736, Beneficiary may seek a judgment that Grantor has breached
      its covenants, representations and/or warranties with respect to the
      environmental matters contained in this Deed of Trust or the other Loan
      Documents (the “Environmental
      Provisions”),
      and
      may commence and maintain an action or actions in any court of competent
      jurisdiction for enforcement of the Environmental Provisions and/or recovery
      of
      any all costs, damages, expenses, fees, penalties, fines, judgments,
      indemnification payments to third parties, and other out-of-pocket costs or
      expenses (including, without limitation, court costs, consultants’ fees and
      attorneys’ fees, whether incurred in litigation or not and whether before or
      after judgment), incurred or advanced by Beneficiary pursuant to the
      Environmental Provisions (collectively, the “Environmental
      Costs”),
      excluding, however, any Environmental Costs not permitted to be recovered
      pursuant to Section 736 of the California Code of Civil Procedure. Environmental
      Costs that are not permitted to be recovered pursuant to Section 736 may be
      referred to hereinafter as the “Unsecured
      Environmental Costs,”
and
      Environmental Costs other than the Unsecured Environmental Costs may be referred
      to hereinafter as the “Secured
      Environmental Costs.”
Any
      Unsecured Environmental Costs shall not be secured by this Deed of Trust;
      however, nothing herein shall prevent Beneficiary from recovering any Unsecured
      Environmental Costs pursuant to the unsecured Hazardous Substances
      Indemnification Agreement of even date herewith by Grantor and Principals in
      favor of Beneficiary (“Indemnity
      Agreement”),
      to
      the extent they are recoverable in accordance with said Indemnity Agreement.
      All
      Secured Environmental Costs incurred by Beneficiary shall bear interest at
      the
      default rate provided under the Note. All Secured Environmental Costs together
      with interest thereon at the rate then in effect under the Note shall be secured
      by this Deed of Trust and shall enjoy the same priority as the original
      principal amount of the Note. Grantor acknowledges and agrees that
      notwithstanding any term or provision contained in this Deed of Trust or in
      the
      other Loan Documents, Environmental Costs shall be exceptions to any nonrecourse
      or exculpatory provision, if any, and Grantor shall be fully and personally
      liable for Environmental Costs. Such liability shall not be limited to the
      original principal amount of the obligations secured by this Deed of Trust.
      Grantor’s obligations under this subparagraph
      (f)
      shall
      survive foreclosure, deed in lieu of foreclosure, release, reconveyance or
      any
      other transfer of the Property or this Deed of Trust. For the purposes of any
      action brought under this subparagraph, Grantor hereby waives the defense of
      laches and any applicable statute of limitations.

     

    (g) Upon
      any
      sale or sales made under or by virtue of this section, whether made under the
      power of sale or by virtue of judicial proceedings or of a judgment or decree
      of
      foreclosure and sale, Beneficiary may bid for and acquire the Property or any
      part thereof. In lieu of paying cash for the Property, Beneficiary may make
      settlement for the purchase price by crediting against the Obligations the
      sales
      price of the Property, as adjusted for the expenses of sale and the costs of
      the
      action and any other sums for which Grantor is obligated to reimburse Trustee
      or
      Beneficiary under this Deed of Trust;

     

     


    
      
        
        

      

      
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    (h) In
      the
      event that Grantor has an equity of redemption and the Property is sold pursuant
      to the power of sale or otherwise under or by virtue of this section, the
      purchaser may, during any redemption period allowed, make such repairs or
      alterations on said property as may be reasonably necessary for the proper
      operation, care, preservation, protection and insuring thereof. Any sums so
      paid
      together with interest thereon from the time of such expenditures at the Default
      Rate (if not prohibited by law, otherwise at the highest lawful contract rate)
      shall be added to and become a part of the amount required to be paid for
      redemption from such sale;

     

    (i) At
      any
      time after the occurrence of an Event of Default, Beneficiary may commence
      and
      maintain an action in any court of competent jurisdiction for specific
      performance of any of the covenants and agreements contained herein, and may
      obtain the aid and direction of the court in the performance of any of the
      covenants and agreements contained herein, and may obtain orders or decrees
      directing the execution of the same and, in case of any sale hereunder,
      directing, confirming or approving its or Trustee's acts and granting it such
      relief as may be warranted in the circumstances;

     

    (j) To
      exercise such other rights as Trustee or Beneficiary may have with respect
      to
      the Collateral or otherwise at law or in equity or pursuant to the terms and
      conditions of this Deed of Trust or any of the other Loan
      Documents.

     

    22. Expenditures
      and Expenses.
      Grantor
      acknowledges and confirms that Beneficiary shall impose certain administrative
      processing and/or commitment fees in connection with (a) the extension, renewal,
      modification, amendment and termination of its loans, (b) the release or
      substitution of collateral therefor, (c) obtaining certain consents, waivers
      and
      approvals with respect to the Property, or (d) the review of any Lease or
      proposed Lease or the preparation or review of any subordination,
      non-disturbance and attornment agreement. In addition, in any civil action
      to
      foreclose the lien hereof or otherwise enforce Trustee’s or Beneficiary’s
      rights, there shall be allowed and included as additional Indebtedness in the
      order or judgment for foreclosure and sale or other order all expenditures
      and
      expenses which may be paid or incurred by or on behalf of Beneficiary including
      attorneys’ fees, costs and expenses, receiver’s fees, costs and expenses,
      appraiser’s fees, engineers’ fees, outlays for documentary and expert evidence,
      stenographers’ charges, publication costs, and costs (which may be estimates as
      to items to be expended after entry of said order or judgment) of procuring
      all
      such abstracts of title, title searches and examination, title insurance
      policies, Torrens’ Certificates and similar data and assurances with respect to
      the title as Beneficiary may deem reasonably necessary either to prosecute
      such
      civil action or to evidence to bidders at any sale which may be had pursuant
      to
      such order or judgment the true condition of the title to, or the value of,
      the
      Property (all said expenditures and expenses are hereinafter collectively
      referred to as the “Reimbursable
      Expenses”).
      All
      Reimbursable Expenses, and such costs, expenses and fees as may be incurred
      by
      Beneficiary at any time or times hereafter in the protection of the Property,
      in
      enforcing the Obligations, and/or the maintenance of the lien established by
      any
      of the Loan Documents, including accountants’ and attorneys’ fees, costs and
      expenses in any advice, litigation, or proceeding affecting the Loan Documents
      or the Property, whether instituted by Beneficiary, Trustee, Grantor or any
      other party, or in preparation for the commencement or defense of any action
      or
      proceeding or threatened action or proceeding, shall be immediately due and
      payable to Beneficiary by Grantor, and, to the extent such services relate
      to
      the Hazardous Substance Indemnification Agreement of even date herewith from
      Grantor and Guarantors in favor of 

     


    
      
        
        

      

      
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    Beneficiary,
      by Grantor and Guarantors, with interest thereon at the Default Rate set forth
      in the Note, and shall be secured by the Loan Documents. In addition, Grantor
      shall be liable for the payment of all commissions and brokerage fees relating
      to the Loan.

     

    23. Application
      of Proceeds of Sale.
      The
      proceeds of any sale of the Property shall be distributed and applied in the
      order of priority set forth in the Note with the excess, if any, being applied
      to any parties entitled thereto as their rights may appear.

     

    24. Appointment
      of Receiver or Mortgagee in Possession.
      If an
      Event of Default is continuing or if Beneficiary shall have accelerated the
      Indebtedness, Beneficiary, upon application to a court of competent
      jurisdiction, shall be entitled as a matter of strict right, without notice,
      and
      without regard to the occupancy or value of any security for the Indebtedness,
      without any showing of fraud or mismanagement on the part of Grantor or the
      insolvency of any party bound for its payment, without regard to the existence
      of a declaration that the Indebtedness, or any portion thereof, is immediately
      due and payable, and without regard to the filing of a notice of default, to
      the
      appointment of a receiver or the immediate appointment of Beneficiary to take
      possession of and to operate the Property, and to collect and apply the rents,
      issues, profits and revenues thereof, and Grantor consents to such
      appointment.

     

    25. Forbearance
      by Beneficiary Not a Waiver.
      Any
      forbearance by Beneficiary in exercising any right or remedy under any of the
      Loan Documents, or otherwise afforded by applicable law, shall not be a waiver
      of or preclude the exercise of any right or remedy. Beneficiary’s acceptance of
      payment of any sum secured by any of the Loan Documents after the due date
      of
      such payment shall not be a waiver of Beneficiary’s right to either require
      prompt payment when due of all other sums so secured or to declare a default
      for
      failure to make prompt payment. The procurement of insurance or the payment
      of
      taxes or other liens or charges by Beneficiary shall not be a waiver of
      Beneficiary’s right to accelerate the maturity of the Indebtedness, nor shall
      Beneficiary’s receipt of any awards, proceeds or damages under Paragraph 5
      hereof
      operate to cure or waive Grantor’s default in payment or sums secured by any of
      the Loan Documents. With respect to all Loan Documents, only waivers made in
      writing by Beneficiary shall be effective against Beneficiary.

     

    26. Waiver
      of Statute of Limitations.
      Grantor
      hereby waives the right to assert any statute of limitations as a bar to the
      enforcement of the lien created by any of the Loan Documents or to any action
      brought to enforce the Note or any other obligation secured by any of the Loan
      Documents.

     

    27. Waiver
      of Homestead and Redemption.
      Grantor
      hereby waives all rights of homestead exemption in the Property. Except as
      prohibited by applicable law, Grantor hereby waives all right of redemption
      on
      behalf of Grantor and on behalf of all other persons acquiring any interest
      or
      title in the Property subsequent to the date of this Deed of Trust, except
      decree or judgment creditors of Grantor.

     

    28. Jury
      Trial Waiver.
      GRANTOR AND BENEFICIARY, BY ITS ACCEPTANCE OF THIS DEED OF TRUST, EACH HEREBY
      WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHT TO A TRIAL
      BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT
      MATTER 

     


    
      
        
        

      

      
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    OF
      THE LOAN DOCUMENTS AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED.
      THIS
      WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY GRANTOR AND BY
      BENEFICIARY, AND GRANTOR ACKNOWLEDGES ON BEHALF OF ITSELF AND ITS PARTNERS,
      MEMBERS, SHAREHOLDERS, AS THE CASE MAY BE, THAT NEITHER BENEFICIARY, TRUSTEE
      NOR
      ANY PERSON ACTING ON BEHALF OF BENEFICIARY OR TRUSTEE HAS MADE ANY
      REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN
      ANY
      ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. GRANTOR AND BENEFICIARY
      ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
      RELATIONSHIP, THAT GRANTOR AND BENEFICIARY HAVE ALREADY RELIED ON THIS WAIVER
      IN
      ENTERING INTO THE LOAN DOCUMENTS AND THAT EACH OF THEM WILL CONTINUE TO RELY
      ON
      THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. GRANTOR AND BENEFICIARY FURTHER
      ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO
      BE
      REPRESENTED) IN THE SIGNING OF THE LOAN DOCUMENTS AND IN THE MAKING OF THIS
      WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL, AND THAT
      THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
      COUNSEL.

     

    29. Indemnification.
      In
      addition to any other indemnifications provided in any of the other Loan
      Documents, Grantor shall, at its sole cost and expense, protect, defend,
      indemnify, release and save harmless Beneficiary, Trustee, or any person or
      entity who is or will have been involved in the servicing of this Loan, as
      well
      as the respective affiliates, subsidiaries, persons controlling or under common
      control, directors, officers, shareholders, members, partners, employees,
      agents, servants, representatives, contractors, subcontractors, participants,
      successors and assigns of any and all of the foregoing (collectively, the
“Indemnified
      Parties”),
      from
      and against all liabilities, obligations, claims, demands, damages, penalties,
      causes of action, losses, fines, costs and expenses (including without
      limitation reasonable attorneys’ fees and expenses), imposed upon or incurred by
      or asserted against any of the Indemnified Parties and directly or indirectly
      arising out of or in any way relating to any one or more of the following:
      (a)
      ownership of this Deed of Trust, the Property or any interest therein or receipt
      of any Rents; (b) any amendment to, or restructuring of, the Indebtedness,
      the
      Note, this Deed of Trust or any other Loan Documents; (c) any and all lawful
      action that may be taken by Beneficiary or Trustee in connection with the
      enforcement of the provisions of this Deed of Trust or the Note or any other
      Loan Documents, whether or not suit is filed in connection with same, or in
      connection with Grantor or any Guarantor becoming a party to a voluntary or
      involuntary federal or state bankruptcy, insolvency or similar proceeding;
      (d)
      any accident, injury to or death of persons or loss of or damage to property
      occurring in, on or about the Property or any part thereof or on the adjoining
      sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways;
      (e) any failure on the part of Grantor to perform or comply with any of the
      terms of this Deed of Trust; (f) performance of any labor or services or the
      furnishing of any materials or other property in respect of the Property or
      any
      part thereof; (g) any failure of the Property to comply with any laws or
      ordinances affecting or which may be interpreted to affect the Property; or
      (h)
      any representation or warranty made in the Note, this Deed of Trust or the
      other
      Loan Documents being false or misleading in any respect as of the date such
      representation or warranty was made; provided in any event that Grantor shall
      have no obligation to any Indemnified Party hereunder with respect to the
      matters set forth above arising from the gross negligence or 

     


    
      
        
        

      

      
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    willful
      misconduct of that Indemnified Party as determined in a final order by a court
      of competent jurisdiction. The obligations and liabilities of Grantor under
      this
Paragraph
      29 are
      subject to Section 11 of the Note and (A) shall survive for a period of two
      (2)
      years following any release of this Deed of Trust executed by Beneficiary and
      satisfaction of the Loan evidenced by the Loan Documents, and (B) shall survive
      the transfer or assignment of this Deed of Trust, the entry of a judgment of
      foreclosure, sale of the Property by nonjudicial foreclosure sale, or delivery
      of a deed in lieu of foreclosure (including, without limitation, any transfer
      by
      Grantor of any of its rights, title and interest in and to the Property to
      any
      party, whether or not affiliated with Grantor); provided, however, that any
      act
      or omission pursuant to subparagraphs (a) through (h) above was taken or
      occurred prior to the payment in full of the Indebtedness.

     

    30. Duty
      to Defend.
      Upon
      written request by an Indemnified Party, Grantor shall defend such Indemnified
      Party (if requested by an Indemnified Party, in the name of the Indemnified
      Party) by attorneys and other professionals approved by the Indemnified Parties.
      Notwithstanding the foregoing, any Indemnified Parties may, in their sole and
      absolute discretion, engage their own attorneys and other professionals to
      defend or assist them, and, at the option of the Indemnified Parties, their
      attorneys shall control the resolution of the claim or proceeding. Upon demand,
      Grantor shall pay or, in the sole and absolute discretion of the Indemnified
      Parties, reimburse, the Indemnified Parties for the payment of reasonable fees
      and disbursements of attorneys, engineers, and other professionals in connection
      therewith. Any amounts payable to any of the Indemnified Parties by reason
      of
      the application of Paragraph
      29
      or this
      paragraph shall be secured by this Deed of Trust and shall become immediately
      due and payable and shall bear interest at the Default Rate specified in the
      Note from the date loss or damage is sustained by any of the Indemnified Parties
      until paid.

     

    31. ERISA.
      Grantor
      covenants and agrees that during the term of the Loan, (a) Grantor is not a
      and
      will not become a “party in interest” as defined in Section 3(14) of the
      Employee Retirement Income Security Act of 1974, as amended, with respect to
      any
      employee benefit plan, (b) Grantor will take no action that would cause it
      to
      (i) become an “employee benefit plan” or (ii) otherwise be considered “plan
      assets” as defined in 29 C.F.R. Section 2510.3-101, or “assets of a governmental
      plan” subject to regulation under the state statutes, and (c) Grantor will not
      sell, assign or transfer the Property, or any portion thereof or interest
      therein, to any transferee that does not execute and deliver to Beneficiary
      its
      written assumption of the obligations of this covenant. Grantor further
      covenants and agrees to protect, defend, indemnify and hold Beneficiary harmless
      from and against all loss, cost, damage and expense (including without
      limitation, all attorneys’ fees and excise taxes, costs of correcting any
      prohibited transaction or obtaining an appropriate exemption) that Beneficiary
      may incur as a result of Grantor’s breach of this covenant. This covenant and
      indemnity shall survive the extinguishment of the lien of this Deed of Trust
      by
      foreclosure or action in lieu thereof; furthermore, the foregoing indemnity
      shall supersede any limitations on Grantor’s liability under any of the Loan
      Documents.

     

    32. No
      Oral Change.
      This
      Deed of Trust may not be modified, amended, waived, extended, changed,
      discharged or terminated orally or by any act or failure to act on the part
      of
      Grantor or Beneficiary, but only by an agreement in writing signed by the party
      against whom enforcement of any modification, amendment, waiver, extension,
      change, discharge or termination is sought.

     

     


    
      
        
        

      

      
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    33. Notice.
      Except
      for any notice required under applicable law to be given in another manner,
      (a) any notice to Grantor provided for in the Loan Documents shall be given
      by mailing such notice by Federal Express or any other nationally recognized
      overnight carrier addressed to Grantor at Grantor’s address stated above or at
      such other address as Grantor may designate by notice to Beneficiary or Trustee
      as provided herein, and (b) any notice to Trustee or Beneficiary shall be
      given by Federal Express or any other nationally recognized overnight carrier
      to
      Trustee’s or Beneficiary’s address stated above or to such other address as
      Trustee or Beneficiary may designate by notice to Grantor as provided herein.
      Any notice provided for in the Loan Documents shall be deemed to have been
      given
      to Grantor, Trustee or Beneficiary on the first Business Day following such
      mailing in the manner designated herein. In addition, notice may also be given
      by first class certified mail, return receipt requested, postage prepaid,
      addressed to the address set forth above for the party to whom such notice
      is to
      be given and such notice given in this manner shall be deemed received the
      third
      day after such notice was deposited with the United States Postal
      Service.

     

    Any
      notice of default delivered to Grantor by Beneficiary hereunder shall also
      be
      simultaneously delivered to Ground Lessor at the following address: The Cerritos
      Redevelopment Agency and the City of Cerritos, Civic Center, Bloomfield Avenue
      at 183rd Street, Cerritos, California 90703, Attn: City Manager.

     

    34. Successors
      and Assigns Bound; Joint and Several Liability; Agents;
      Captions.
      The
      covenants and agreements contained in the Loan Documents shall bind, and the
      rights thereunder shall inure to, the respective successors and assigns of
      Trustee, Beneficiary and Grantor, subject to the provisions of Paragraph 15
      hereof.
      All representations, warranties, covenants and agreements of Grantor contained
      in the Loan Documents shall be joint and several. In exercising any rights
      under
      the Loan Documents or taking any actions provided for therein, Trustee or
      Beneficiary may act through its employees, agents, or independent contractors
      as
      authorized by Trustee or Beneficiary, respectively. The captions and headings
      of
      the paragraphs of this Deed of Trust are for convenience only and are not to
      be
      used to interpret or define the provisions hereof.

     

    35. Governing
      Law; Jurisdiction; Severability.
      THIS DEED OF TRUST SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN
      ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
      TO
      CONFLICTS OF LAW PRINCIPLES, AND GRANTOR AGREES THAT THE PROPER VENUE FOR ANY
      MATTERS IN CONNECTION HEREWITH SHALL BE IN THE STATE OR FEDERAL COURTS LOCATED
      IN CHICAGO, ILLINOIS AS BENEFICIARY MAY ELECT AND GRANTOR HEREBY SUBMITS ITSELF
      TO THE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ADJUDICATING ANY MATTERS
      RELATED TO THE LOAN, PROVIDED, HOWEVER, THAT TO THE EXTENT THE MANDATORY
      PROVISIONS OF THE LAWS OF ANOTHER JURISDICTION RELATING TO (i) THE PERFECTION
      OR
      THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTERESTS IN ANY
      OF
      THE PROPERTY, (ii) THE LIEN, ENCUMBRANCE OR OTHER INTEREST IN THE PROPERTY
      GRANTED OR CONVEYED BY THIS DEED OF TRUST, OR (iii) THE AVAILABILITY OF AND
      PROCEDURES RELATING TO ANY REMEDY HEREUNDER OR RELATED TO THIS DEED OF TRUST
      ARE
      REQUIRED TO BE GOVERNED BY SUCH OTHER JURISDICTION’S LAWS, SUCH OTHER LAWS SHALL
      BE DEEMED TO GOVERN AND CONTROL, AND GRANTOR AGREES THAT THE PROPER VENUE FOR
      ANY SUCH MATTERS REQUIRED TO BE GOVERNED BY 

     


    
      
        
        

      

      
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    SUCH
      OTHER JURISDICTION’S LAWS SHALL BE IN SUCH OTHER JURISDICTION, AND GRANTOR
      HEREBY SUBMITS ITSELF TO THE JURISDICTION OF SUCH OTHER JURISDICTION FOR THE
      PURPOSE OF ADJUDICATING ANY SUCH MATTERS REQUIRED TO BE GOVERNED BY THE LAW
      OF
      SUCH JURISDICTION. THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF ANY
      PROVISION OF THIS DEED OF TRUST OR THE LOAN DOCUMENTS SHALL NOT AFFECT OR IMPAIR
      THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE REMAINDER OF THIS DEED OF TRUST
      AND THE OTHER LOAN DOCUMENTS, AND TO THIS END, THE PROVISIONS OF THIS DEED
      OF
      TRUST AND THE OTHER LOAN DOCUMENTS ARE DECLARED TO BE
      SEVERABLE.

     

    36. Release.
      Upon
      payment of all sums secured by this Deed of Trust, Beneficiary shall cause
      Trustee to release this Deed of Trust. Upon written request of Beneficiary
      stating that all sums secured hereby have been paid, and upon surrender of
      this
      Deed of Trust and the Note to Trustee for cancellation, Trustee shall reconvey
      the Property then held hereunder. The recitals in any such reconveyance of
      any
      matters of fact shall be conclusive proof of the truth thereof. The grantee
      in
      such reconveyance may be described as “the person or persons legally entitled
      thereto”. Grantor shall pay Beneficiary’s and Trustee’s reasonable costs
      incurred in releasing this Deed of Trust and any financing statements related
      hereto.

     

    37. Covenants
      Running with the Land.
      All
      covenants, conditions, warranties, representations and other obligations
      contained in this Deed of Trust and the other Loan Documents are intended by
      Grantor, Trustee and Beneficiary to be, and shall be construed as, covenants
      running with the Property until the lien of this Deed of Trust has been fully
      released by Beneficiary.

     

    38. Terms.
      As used
      in the Loan Documents, (i) “Business Day” means a day when banks are not
      required or authorized to be closed in Chicago, Illinois or New York, New York;
      and (ii) the words “include” and “including” shall mean “including but not
      limited to” unless specifically set forth to the contrary.

     

    39. Loss
      of Note.
      Upon
      notice from Beneficiary of the loss, theft, or destruction of the Note and
      upon
      receipt of indemnity reasonably satisfactory to Grantor from Beneficiary, or
      in
      the case of mutilation of the Note, upon surrender of the mutilated Note,
      Grantor shall make and deliver a new note of like tenor in lieu of the then
      to
      be superseded Note.

     

    40. Changes
      in the Laws Regarding Taxation.
      If any
      law is amended, enacted or adopted after the date of this Deed of Trust which
      deducts the Indebtedness from the value of the Property for the purpose of
      taxation or which imposes a tax, either directly or indirectly, on the
      Indebtedness of Beneficiary’s interest in the Property, Grantor will pay such
      tax, with interest and penalties thereon, if any. In the event Beneficiary
      is
      advised by counsel chosen by it that the payment of such tax or interest and
      penalties by Grantor would be unlawful or taxable to Beneficiary or
      unenforceable or provide the basis for a defense of usury, then in any such
      event, Beneficiary shall have the option, by written notice of not less than
      forty-five (45) days, to declare the Indebtedness immediately due and
      payable.

     

    41. Substitution
      of Trustee.
      Beneficiary may, from time to time by written instrument executed and
      acknowledged by Beneficiary and recorded in the county or counties where the
      

     


    
      
        
        

      

      
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    Property
      is located, and by otherwise complying with the provisions of any applicable
      statutes, substitute a successor or successors for the Trustee named herein
      or
      acting hereunder. Any fees or expenses payable to Trustee are the obligation
      of
      Grantor.

     

    42. Exculpation.
      This
      Deed of Trust and other Loan Documents and all of Grantor’s obligations
      hereunder and thereunder are subject to the provisions of Paragraph 11
      of the
      Note entitled Exculpation. All of the provisions of the Note, including
Paragraph
      11,
      are
      incorporated herein by this reference.

     

    43. Disclosure
      of Information.
      Beneficiary shall have the right (but shall be under no obligation) to make
      available to any party for the purpose of granting participation in or selling,
      transferring, assigning or conveying all or any part of the Loan (including
      any
      governmental agency or authority and any prospective bidder at any foreclosure
      sale of the Property) any and all information which Beneficiary may have with
      respect to the Property, Lease(s), Grantor and any Guarantor, whether provided
      by Grantor, any Guarantor or any third party or obtained as a result of any
      environmental assessments. Grantor and each Guarantor agree that Beneficiary
      shall have no liability whatsoever as a result of delivering any such
      information to any third party, and Grantor and each Guarantor, on behalf of
      themselves and their successors and assigns, hereby release and discharge
      Beneficiary from any and all liability, claims, damages, or causes of action,
      arising out of, connected with or incidental to the delivery of any such
      information to any third party.

     

    44. Sale
      of Loan; Securitization.
      Grantor
      acknowledges and agrees that Beneficiary may, at any time and without the
      consent of Grantor or any Guarantor, sell, transfer, securitize, assign and
      convey all or any portion of its right, title and interest in and to the Loan,
      the servicing of the Loan, the Loan Documents, any guaranties given in
      connection with the Loan and any collateral given to secure the Loan. In
      addition, Beneficiary may issue one or more participations therein, or
      consummate one or more private or public securitizations of rated single- or
      multi-class securities (collectively, the “Securities”)
      secured by or evidencing ownership interests in all or any portion of the Loan
      and the Loan Documents or a pool of assets that include the Loan and the Loan
      Documents (such sales, participations and/or securitizations, collectively,
      a
“Securitization”).
      Grantor covenants to cooperate with Beneficiary’s efforts in the sale, transfer,
      rating and/or securitization of the Loan (including cooperating with third
      parties, including, but not limited to, the Applicable Rating Agencies (as
      defined in the Note) and potential investors to facilitate the rating and
      Securitization of the Loan). At the request of Beneficiary, and to the extent
      not already required to be provided by Grantor under the Note, Grantor shall
      use
      reasonable efforts to provide information not in the possession of Beneficiary
      or which may be reasonably required by Beneficiary in order to satisfy the
      market standards to which Beneficiary customarily adheres or which may be
      reasonably required by prospective investors and/or applicable rating agencies
      in connection with any such Securitization including, without limitation,
      to:

     

    (a) provide
      additional and/or updated financial and other information with respect to the
      Property, Grantor, Guarantors and the manager, managing member or general
      partner, as the case may be, of Grantor (“Grantor
      Manager”),
      and
      budgets relating to the Property (collectively, together with all information
      previously provided by or at the expense of the Grantor, Guarantors and Grantor
      Manager, the “Provided
      Information”),
      together with appropriate verification and/or consents related to the Provided
      Information through letters 

     


    
      
        
        

      

      
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    of
      auditors or opinions of counsel of independent attorneys reasonably acceptable
      to Beneficiary and the Applicable Rating Agencies;

     

    (b) assist
      in
      preparing descriptive materials for presentations to any or all of the
      Applicable Rating Agencies, and work with, and if requested, supervise,
      third-party service providers engaged by Grantor, Guarantors and their
      respective affiliates to obtain, collect, and deliver information reasonably
      requested or required by Beneficiary or requested or required by the Applicable
      Rating Agencies;

     

    (c) deliver
      (i) revised opinions of counsel as to non-consolidation, due execution and
      enforceability with respect to the Property, Grantor, Guarantors and their
      respective affiliates and the Loan Documents, and (ii) revised organizational
      documents for Grantor, which counsel opinions and organizational documents
      shall
      be reasonably satisfactory to Beneficiary and the Applicable Rating
      Agencies;

     

    (d) if
      required by any Applicable Rating Agency, use commercially reasonable efforts
      to
      deliver such additional tenant estoppel letters, subordination agreements or
      other agreements from parties to agreements that affect the Property, which
      estoppel letters, subordination agreements or other agreements shall be
      reasonably satisfactory to Beneficiary and the Applicable Rating
      Agencies;

     

    (e) make
      such
      representations and warranties as of the closing date of the Securitization
      with
      respect to the Property, Grantor, Guarantors and the Loan Documents as may
      be
      reasonably requested by Beneficiary or the Applicable Rating Agencies and
      consistent with the facts covered by such representations and warranties as
      they
      exist on the date thereof, including the representations and warranties made
      in
      the Loan Documents (which such representations and warranties may include that
      there are no misstatements and/or omissions in the information relating to
      Grantor, the Property and the Loan that has been furnished to or approved by
      Grantor);

     

    (f) execute
      such amendments to the Loan Documents as may be requested by Beneficiary or
      the
      Applicable Rating Agencies to effect the Securitization and/or deliver one
      or
      more new component notes to replace the original Note or modify the original
      Note to reflect multiple components of the Loan (provided such new notes or
      modified note shall have the same weighted average coupon, the same weighted
      average amortization and the same maturity date of the original Note), and
      modify the cash management agreement, if any, with respect to the newly created
      components such that the pricing and marketability of the Securities and the
      size of each class of Securities and the rating assigned to each such class
      by
      the Applicable Rating Agencies shall provide the most favorable rating levels
      and achieve the optimum rating levels for the Loan; provided, however, any
      such
      amendments or modifications shall not modify any material economic terms or
      materially increase Grantor's obligations under the Loan Documents;

     

    (g) If
      requested by Beneficiary, cooperate with Beneficiary in preparing and providing
      any information, as well as reviewing any such information regarding the
      Property, Grantor, Guarantors, Grantor Manager, and their affiliates, and the
      Loan which is contained in a preliminary or final private placement memorandum,
      prospectus, prospectus 

     


    
      
        
        

      

      
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    supplement
      (including any amendment or supplement to either thereof), or other disclosure
      document to be used by Beneficiary or any affiliate thereof; and

     

    (h) supply
      to
      Beneficiary such documentation, financial statements and reports in form and
      substance required in order to comply with any applicable securities laws.
      All
      out of pocket third party costs and expenses incurred by Grantor in connection
      with Grantor's complying with requests made under this Paragraph
      44
      (including, without limitation, the fees and expenses of the Applicable Rating
      Agencies) shall be paid by Beneficiary. Upon Grantor’s written request (which
      request shall include copies of receipts, invoices, cancelled checks or other
      evidence of payment by Grantor) Beneficiary shall reimburse Grantor for all
      such
      out of pocket third party costs and expenses incurred by Borrower in connection
      with Borrower complying with requests made under this Paragraph
      44.

     

    Any
      such
      sale, transfer, participation, securitization of all or any portion of the
      Note,
      this Deed of Trust and/or other Loan Documentation including, without any
      limitation, with respect to any whole loan sale or securitization of the Loan
      shall be deemed a “Secondary
      Market Transaction”.

    


    45. Actions
      and Proceedings.
      Beneficiary and Trustee have the right to appear in and defend any action or
      proceeding brought with respect to the Property and to bring any action or
      proceeding, in the name and on behalf of Grantor, which Beneficiary and Trustee,
      in their discretion, decide should be brought to protect their respective
      interests in the Property. Beneficiary and Trustee shall, at their option,
      be
      subrogated to the lien of any deed of trust or other security instrument
      discharged in whole or in part by the Indebtedness, and any such subrogation
      rights shall constitute additional security for the payment of the
      Indebtedness.

     

    46. No
      Third Party Beneficiaries.
      The
      provisions of this Deed of Trust and the other Loan Documents are for the
      benefit of Grantor and Beneficiary and shall not inure to the benefit of any
      third party (other than any successor or assignee of Beneficiary). This Deed
      of
      Trust and the other Loan Documents shall not be construed as creating any
      rights, claims or causes of action against Beneficiary or any of its officers,
      directors, agents or employees in favor of any party other than Grantor
      including but not limited to any claims to any sums held in the Replacement
      Reserve, the TI and Leasing Reserve or the Cingular Reserve.

     

    47. Customer
      Identification - USA Patriot Act Notice; OFAC.
      Beneficiary hereby notifies Grantor that pursuant to the requirements of the
      USA
      Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001),
      as
      amended (the “Act”),
      and
      Beneficiary’s policies and practices, Beneficiary is required to obtain, verify
      and record certain information and documentation that identifies Grantor, which
      information includes the name and address of Grantor and such other information
      that will allow Beneficiary to identify Grantor in accordance with the
      Act.
      Grantor
      represents and covenants that it is not and will not become a person
      (individually, a “Prohibited
      Person”
      and
      collectively “Prohibited
      Persons”)
      listed
      on the Specially Designated Nationals and Blocked Persons List maintained by
      the
      Office of Foreign Asset Control, U.S. Department of the Treasury (the
“OFAC
      List”)
      or
      otherwise subject to any other prohibitions or restriction imposed by laws,
      rules, regulations or executive orders, including Executive Order No. 13224,
      administered by OFAC (collectively the “OFAC
      Rules”).
      Grantor represents and covenants that it also (a) is not and will not become
      owned or controlled by a Prohibited Person, (b) is not acting and will not
      act
      for or on behalf of a Prohibited Person, (c) is not otherwise associated with
      and will not become associated 

     


    
      
        
        

      

      
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    with
      a
      Prohibited Person, (d) is not providing and will not provide any material,
      financial or technological support for or financial or other service to or
      in
      support of acts of terrorism or a Prohibited Person. Grantor will not transfer
      any interest in Grantor to or enter into a Lease with a Prohibited Person.
      Grantor shall immediately notify Beneficiary if Grantor has knowledge that
      any
      Guarantor or any member or beneficial owner of Grantor or any Guarantor is
      or
      becomes a Prohibited Person or (i) is indicted on or (ii) arraigned and held
      over on charges involving money laundering or predicate crimes to money
      laundering. Grantor will not enter into any Lease or any other transaction
      or
      undertake any activities related to the Loan in violation of the federal Bank
      Secrecy Act, as amended (“BSA”),
      31
      U.S.C. §5311, et seq. or any federal or state laws, rules, regulations or
      executive orders, including, but not limited to, 18 U.S.C. §§1956, 1957 and
      1960, prohibiting money laundering and terrorist financing (collectively
“Anti-Money
      Laundering Laws”).
      Grantor shall (A) not use or permit the use of any proceeds of the Loan in
      any
      way that will violate either the OFAC Rules or Anti-Money Laundering Laws,
      (B)
      comply and cause all of its subsidiaries to comply with applicable OFAC Rules
      and Anti-Money Laundering Laws, (C) provide information as Beneficiary may
      require from time to time to permit Beneficiary to satisfy its obligations
      under
      the OFAC Rules and/or the Anti-Money Laundering Laws and (D) not engage in
      or
      conspire to engage in any transaction that evades or avoids, or has the purpose
      of evading or avoiding, or attempts to violate, any of the foregoing. Grantor
      shall immediately notify Beneficiary if any Tenant becomes a Prohibited Person
      or (1) is convicted of, (2) pleads nolo contendere to, (3) is indicted on,
      or
      (4) is arraigned and held over on charges involving money laundering or
      predicate crimes to money laundering.

     

    48. Exhibits
      and Riders.
      The
      following Exhibits and Riders (which may contain additional representations,
      warranties, and covenants) are attached to this Deed of Trust and hereby made
      a
      part of this Deed of Trust: Exhibit A
      (legal
      description for Land) Exhibit B
      (definition of Personal Property), and Exhibit
      C
      (pending
      and threatened litigation).

     

    49. Counterparts.
      This
      Deed of Trust may be executed in any number of counterparts each of which shall
      be deemed to be an original but all of which when taken together shall
      constitute one agreement.

     

    50. Disclaimers.
      The
      relationship of Grantor and Beneficiary under this Deed of Trust and the other
      Loan Documents is, and shall at all times remain, solely that of Grantor and
      Beneficiary; and Beneficiary neither undertakes nor assumes any responsibility
      or duty to Grantor or to any third party with respect to the Property.
      Notwithstanding any other provisions of this Deed of Trust and the other Loan
      Documents: (i) Beneficiary is not, and shall not be construed to be, a partner,
      joint venturer, member, alter ego, manager, controlling person or other business
      associate or participant of any kind of Grantor and Beneficiary, and Beneficiary
      does not intend to ever assume such status; (ii) Beneficiary’s activities in
      connection with this Deed of Trust and the other Loan Documents shall not be
      “outside the scope of activities of a Beneficiary of money”: within the meaning
      of California Civil Code Section 3434, as amended or recodified from time to
      time, and Beneficiary does not intend to ever assume any responsibility to
      any
      person for the quality, suitability, safety or condition of the Property; and
      (iii) Beneficiary shall not be deemed responsible for or a participant in any
      acts, omissions or decisions of Grantor.

     

    Beneficiary
      shall not be directly or indirectly liable or responsible for any loss, claim,
      cause of action, liability, indebtedness, damage or injury of any kind or
      character to any person or property 

     


    
      
        
        

      

      
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    arising
      from any construction on, or occupancy or use of, the Property, whether caused
      by or arising from: (i) any defect in any building, structure, grading, fill,
      landscaping, or other improvements thereon or in any on-site or off-site
      improvement or other facility therein or thereon; (ii) any act or omission
      of
      Grantor or any of Grantor’s agents, employees, independent contractors,
      licensees or invitees; (iii) any accident in or on the Property or any fire,
      flood, or other casualty or hazard thereon; (iv) the failure of Grantor or
      any
      of Grantor’s licensees, employees, invitees, agents, independent contractors, or
      other representatives to maintain the Property in a safe condition; or (v)
      any
      nuisance made or suffered on any part of the Property.

     

    51. Clearing
      Account.
      During
      the term of the Loan, Grantor shall establish and maintain a segregated account
      (the “Clearing
      Account”)
      with
      Bank of the West (“Clearing
      Bank”),
      in
      trust for the benefit of Beneficiary, which Clearing Account shall be under
      the
      sole dominion and control of Beneficiary. The Clearing Account shall be entitled
      “Maguire Macquarie - Cerritos I, LLC, as Grantor and LaSalle Bank National
      Association, as Beneficiary, pursuant to Leasehold Deed of Trust, Security
      Agreement and Fixture Filing dated as of January __, 2006 - Clearing Account”.
      The Clearing Account shall be an “Eligible Account” (as defined in the Cash
      Management Agreement) and shall not be commingled with other monies held by
      Grantor or Clearing Bank. All monies now or hereafter deposited into the
      Clearing Account shall be deemed additional security for the Indebtedness.
      Grantor hereby grants to Beneficiary a first priority security interest in
      the
      Clearing Account and all deposits at any time contained therein and the proceeds
      thereof and will take all actions necessary to maintain in favor of Beneficiary
      a perfected first priority security interest in the Clearing Account. In
      addition, Grantor hereby authorizes Beneficiary to prepare and file UCC
      Financing Statements and continuations thereof. Grantor shall not further
      pledge, assign or grant any security interest in the Clearing Account or the
      monies deposited therein or permit any lien or encumbrance to attach thereto,
      or
      any levy to be made thereon, or any UCC Financing Statements, except those
      naming Beneficiary as the secured party, to be filed with respect
      thereto. 

     

    Grantor
      shall, or shall cause the property manager (“Manager”),
      if
      any, to, deliver irrevocable written instructions to all tenants under Leases
      to
      deliver all Rents payable thereunder directly to the Clearing Account. Grantor
      shall, and shall cause Manager, if any, to, deposit all amounts received by
      Grantor or Manager constituting Rents into the Clearing Account within one
      (1)
      Business Day after receipt thereof.

     

    Beneficiary
      and/or any servicer shall have the sole right to make withdrawals from the
      Clearing Account and all costs and expenses for establishing and maintaining
      the
      Clearing Account shall be paid by Grantor. In addition, Grantor shall obtain
      from Clearing Bank its agreement to transfer to the Cash Management Account
      (defined below) in immediately available funds by federal wire transfer all
      amounts on deposit in the Clearing Account once every Business Day.

     

    Upon
      the
      occurrence and during the continuance of an Event of Default, Beneficiary may,
      in addition to any and all other rights and remedies available to Beneficiary,
      apply any sums then present in the Clearing Account to the payment of the
      Indebtedness in such order and priority as Beneficiary shall
      determine.

     

    Grantor
      shall indemnify, defend and hold Beneficiary harmless from and against any
      and
      all actions, suits, claims, demands, liabilities, losses, damages, obligations
      and costs and expenses (including litigation costs and reasonable attorneys
      fees
      and expenses) arising from or in any way 

     


    
      
        
        

      

      
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    connected
      with the Clearing Account (unless arising from the gross negligence or willful
      misconduct of Beneficiary) or the performance of the obligations for which
      the
      Clearing Account was established.

     

    52. Cash
      Management Account.
      Simultaneously
      herewith, Grantor and Beneficiary shall enter into a Cash Management Agreement
      (“Cash
      Management Agreement”)
      with
      LaSalle Bank National Association, as “Agent”. Grantor shall establish and
      maintain a segregated Eligible Account (the “Cash
      Management Account”)
      to be
      held by Agent in trust and for the benefit of Beneficiary, which Cash Management
      Account shall be under the sole dominion and control of Beneficiary. The Cash
      Management Account shall be entitled “Maguire Macquarie - Cerritos I, LLC, as
      Grantor and LaSalle Bank National Association, as Beneficiary, pursuant to
      Leasehold Deed of Trust, Security Agreement and Fixture Filing dated as of
      January __, 2006 - Cash Management Account”. All monies now or hereafter
      deposited into the Cash Management Account shall be deemed additional security
      for the Indebtedness. Grantor hereby grants to Beneficiary a first priority
      security interest in the Cash Management Account and all deposits at any time
      contained therein and the proceeds thereof and will take all actions necessary
      to maintain in favor of Beneficiary a perfected first priority security interest
      in the Cash Management Account. In addition, Grantor hereby authorizes
      Beneficiary to prepare and file UCC Financing Statements and continuations
      thereof. Grantor will not in any way alter or modify the Cash Management Account
      and will notify Beneficiary of the account number thereof. Grantor shall not
      further pledge, assign or grant any security interest in the Cash Management
      Account or the monies deposited therein, or permit any lien or encumbrance
      to
      attach thereto, or any levy to be made thereon, or any UCC Financing Statements,
      except those naming Beneficiary as the secured party, to be filed with respect
      thereto.

     

    On
      each
      date that a payment is due Beneficiary under the Loan Documents (a “Payment
      Date”)
      (or,
      if such Payment Date is not a Business Day, on the immediately preceding
      Business Day) all funds on deposit in the Cash Management Account shall be
      applied by Beneficiary as provided in the Cash Management Agreement. Subject
      to
      the terms and conditions of the Cash Management Agreement, Beneficiary and/or
      any servicer shall have the sole right to make withdrawals from the Cash
      Management Account and all costs and expenses for establishing and maintaining
      the Cash Management Account shall be paid by Grantor.

     

    The
      insufficiency of funds on deposit in the Cash Management Account shall not
      relieve Grantor from the obligation to make any payments, as and when due
      pursuant to this Deed of Trust and the other Loan Documents, and such
      obligations shall be separate and independent, and not conditioned on any event
      or circumstance whatsoever.

     

    Upon
      the
      occurrence of and during the continuance of an Event of Default, Beneficiary
      may, in addition to any and all other rights and remedies available to
      Beneficiary, apply any sums then present in the Cash Management Account to
      the
      payment of the Indebtedness in such order and priority as Beneficiary shall
      determine.

     

    Grantor
      hereby agrees that Beneficiary may modify the Cash Management Agreement for
      the
      purpose of establishing additional sub-accounts in connection with any payments
      otherwise required under this Deed of Trust and the other Loan Documents and
      Beneficiary shall provide notice thereof to Grantor.

     

     


    
      
        
        

      

      
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    Grantor
      shall indemnify, defend and hold Beneficiary harmless from and against any
      and
      all actions, suits, claims, demands, liabilities, losses, damages, obligations
      and costs and expenses (including litigation costs and reasonable attorneys
      fees
      and expenses) arising from or in any way connected with the Cash Management
      Account (unless arising from the gross negligence or willful misconduct of
      Beneficiary) or the performance of the obligations for which the Cash Management
      Account was established.

     

    Notwithstanding
      anything to the contrary contained in this Deed of Trust and the other Loan
      Documents, and provided no Event of Default has occurred and is continuing,
      during a Cash Management Period (as defined in the Cash Management Agreement),
      Grantor’s obligations with respect to the payment of the monthly debt service
      payment required under the Note and amounts due hereunder for escrows for taxes,
      ground rents, insurance, Replacement Reserves, TI and Leasing Reserves, Cingular
      Reserves and any other payment reserves established pursuant to this Deed of
      Trust or any other Loan Document shall be deemed satisfied to the extent
      sufficient amounts are deposited in the Cash Management Account established
      pursuant to the Cash Management Agreement to satisfy such obligations on the
      dates each such payment is required, regardless of whether any of such amounts
      are so applied by Beneficiary.

     

    53. No
      Offset.
      Under
      no circumstances shall Grantor fail or delay to perform (or resist the
      enforcement of) any of its obligations in connection with this Deed of Trust
      or
      any of the other Loan Documents because of any alleged offsetting claim or
      cause
      of action against Beneficiary (or any indebtedness or obligation of Beneficiary)
      which has not been confirmed in a final judgment of a court of competent
      jurisdiction (sustained on appeal, if any) against Beneficiary, and Grantor
      hereby waives any such rights of setoff (or offset) which it might otherwise
      have with respect to any such claims or causes of action against Beneficiary
      (or
      any such obligations or indebtedness of Beneficiary), unless and until such
      right of setoff is confirmed and liquidated by such a final judgment. Grantor
      further waives any right that it might otherwise have to require a marshalling
      of any security of Beneficiary or to direct the order in which Beneficiary
      pursues its rights or remedies with respect to any of its security.

     

    54. Waivers.
      Grantor
      expressly waives and relinquishes any and all rights and remedies which Grantor
      may have or be able to assert by reason of any laws pertaining to the rights
      and
      remedies of sureties or any law pertaining to the marshalling of assets and
      any
      exemption from execution or sale of the Property or any part thereof. Further,
      Grantor shall not at any time claim, take or insist upon any benefit or
      advantage now or hereafter in force providing for the valuation or appraisal
      of
      the Land or the Improvements, or any part thereof, prior to any sale or sales
      thereof, nor after any such sale or sales, claim or exercise any right under
      any
      statute to redeem the property so sold or any property thereof.

     

    55. Continuation
      of Payments.
      Notwithstanding any taking by eminent domain or other governmental action
      causing injury to, or decrease in value of, the Property and creating a right
      to
      compensation therefor, Grantor shall continue to make the required payments
      of
      principal and interest on the Note and all other payments required by this
      Deed
      of Trust and the other Loan Documents. If, prior to the receipt by Beneficiary
      of such award or compensation, the Property shall have been sold in any action
      or proceeding to foreclose this Deed of Trust, Beneficiary shall have the right
      to receive said award or compensation to the extent of any deficiency found
      to
      be due upon such sale, with interest thereon, whether or not a deficiency
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    have
      been
      sought or recovered, together with reasonable counsel fees and the costs and
      disbursements incurred by Beneficiary in connection with the collection of
      such
      award or compensation.

     

    56. Delivery
      of Recorded Mortgage.
      If
      California Civil Code Section 3110.5 is applicable to Grantor in connection
      with
      the Loan, as soon as practicable following recordation of this Deed of Trust
      Grantor shall deliver to any general contractor a copy of the recorded Deed
      of
      Trust, certified by the county recorder and shall otherwise fully comply with
      said Section 3110.5.

     

    57. Request
      for Notice.
      Grantor
      hereby requests that any notice of default and any notice of sale hereunder
      be
      mailed to it at the address set forth in the introductory paragraph of this
      Deed
      of Trust.
      In
      accordance with Section 2924b, Civil Code, Grantor hereby requests that a copy
      of any notice of default and a copy of any notice of sale hereunder be mailed
      to
      The Cerritos Redevelopment Agency and the City of Cerritos, Civic Center,
      Bloomfield Avenue at 183rd
      Street,
      Cerritos, California 90703, Attn: City Manager.

     

    58. Ground
      Lease Covenants, Representations and Warranties.
      Grantor
      represents and warrants to Beneficiary that Grantor is the tenant, by assignment
      under the Ground Lease. Grantor further warrants and represents to Beneficiary
      that:

     

    (a) the
      Ground Lease or a memorandum thereof has been recorded; the Ground Lease permits
      the interest of the lessee thereunder to be encumbered by this Deed of Trust;
      and there has been no material change in the terms of the Ground Lease since
      the
      recordation of the Ground Lease or memorandum thereof, with the exception of
      written instruments which are related to this Deed of Trust;

     

    (b) except
      for easements, liens and restrictions listed in a schedule of exceptions to
      coverage in the title insurance policy accepted by Beneficiary insuring
      Trustee’s and Beneficiary’s respective interests in the Property, Grantor’s
      interest in the Ground Lease is not subject to any liens or encumbrances
      superior to, or of equal priority with, this Deed of Trust, other than Ground
      Lessor’s related fee interest;

     

    (c) Grantor’s
      interest in the Ground Lease is assignable to Beneficiary upon notice to, but
      without the consent of, Ground Lessor, (or, if any such consent is required,
      it
      has been obtained prior to the date hereof) and upon a foreclosure of the Deed
      of Trust as provided herein, or upon the acquisition by Beneficiary of Grantor’s
      leasehold estate in the Property by a deed in lieu of foreclosure, are further
      assignable by Beneficiary upon notice to, but without a need to obtain the
      consent of, the Ground Lessor, subject to compliance with the terms and
      conditions set forth in the Ground Lease;

     

    (d) the
      Ground Lease is in full force and effect, and, after due inquiry and
      investigation, Grantor has no knowledge of an existing defaults under such
      Ground Lease, or any existing conditions which, but for the passage of time
      or
      the giving of notice, would result in a default under the terms of such Ground
      Lease;

     

    (e) the
      Ground Lease requires the Ground Lessor thereunder to give notice of any default
      by Grantor to Beneficiary; and the Ground Lease further provides that no notices
      of 

     


    
      
        
        

      

      
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    termination
      given under such Ground Lease are effective against Beneficiary unless copies
      have been delivered to Beneficiary in the manner described in the Ground
      Lease;

     

    (f) the
      Ground Lease provides that Beneficiary is permitted a reasonable opportunity
      (including, where necessary, sufficient time to gain possession of the interest
      of Grantor under the Ground Leases) to cure any defaults under the Ground Lease
      after the receipt of notice of any such default before the Ground Lessor
      thereunder may terminate the Ground Lease, provided Beneficiary notifies Ground
      Lessor of its intention to cure such default and Beneficiary promptly commences
      and diligently pursues such cure to completion;

     

    (g) the
      Ground Lease has an original term (including any extension options set forth
      therein) which extends not less than 20 years beyond the term of the
      Loan;

     

    (h) nothing
      under the terms of the Ground Lease precludes any insurance proceeds other
      than
      in respect of a total or substantially total loss or taking, from being applied
      either to the repair or restoration of all or part of the Property, with the
      Beneficiary or a trustee appointed by Beneficiary having the right to hold
      and
      disburse such proceeds as the repair or restoration progresses (except in such
      cases where a provision entitling another party to hold and disburse such
      proceeds would not be viewed as commercially unreasonable by Beneficiary),
      or to
      the payment of the outstanding principal balance of the Loan, together with
      any
      accrued interest thereon;

     

    (i) the
      Ground Lease requires the Ground Lessor to enter into new leases with
      Beneficiary upon termination of the Ground Lease for any reason, including
      rejection of the Ground Lease in a bankruptcy proceeding, provided that
      Beneficiary cure any defaults that are susceptible to being cured by
      Beneficiary, and further provided that Beneficiary has furnished Ground Lessor
      with a written notice as to Beneficiary’s name and address; and

     

    (j) the
      Ground Lease provides that no amendments, changes, cancellations, attributions,
      surrenders or modifications may be made to the Ground Lease without the consent
      of Beneficiary.

     

    


    GRANTOR
      PLEASE NOTE: UPON THE OCCURRENCE OF A DEFAULT, CALIFORNIA PROCEDURE PERMITS
      THE
      TRUSTEE TO SELL THE PROPERTY AT A SALE HELD WITHOUT SUPERVISION BY ANY COURT
      AFTER EXPIRATION OF A PERIOD PRESCRIBED BY LAW. UNLESS YOU PROVIDE AN ADDRESS
      FOR THE GIVING OF NOTICE, YOU MAY NOT BE ENTITLED TO NOTICE OF THE COMMENCEMENT
      OF SALE PROCEEDINGS. BY EXECUTION OF THIS DEED OF TRUST, YOU CONSENT TO SUCH
      PROCEDURE. BENEFICIARY URGES YOU TO GIVE PROMPT NOTICE OF ANY CHANGE IN YOUR
      ADDRESS SO THAT YOU MAY RECEIVE PROMPTLY ANY NOTICE GIVEN PURSUANT TO THIS
      DEED
      OF TRUST.

     

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    IN
      WITNESS WHEREOF,
      Grantor
      has executed this Deed of Trust or has caused the same to be executed by its
      representatives thereunto duly authorized.

     

    Grantor:

     

    MAGUIRE
      MACQUARIE - CERRITOS I, LLC,

    a Delaware limited
      liability company

    


    By:
      /s/ Dallas E.
      Lucas                                                       


    Name: 
      Dallas E. Lucas

    Its:      
      Executive
      Vice President and Chief Financial Officer