Exhibit G to Contribution Agreement



 Exhibit 10.27 
 EXHIBIT G 
 TO 
 CONTRIBUTION AGREEMENT 
 SALES INDEMNITY AND DEBT GUARANTEES 
 ARTICLE 1—ADDITIONAL DEFINED TERMS 
 Agreement: Means the Contribution Agreement to which this Exhibit G is attached. 
 Code: Means the Internal Revenue Code of 1986, as amended, and references to sections of the Code shall include any successor provisions
thereto. 
 Disposition: Means any sale, assignment, pledge, encumbrance, hypothecation, mortgage, exchange, or any swap
agreement or other arrangement that transfers all or a portion of the economic consequences associated with the Partnership Units of the Contributor, provided that the following shall not constitute Dispositions: (i) a pledge of all or a
portion of the Partnership Units of the Contributor to secure bona fide indebtedness that does not exceed sixty percent (60%) of the value of the pledged Partnership Units of the Contributor at the time such indebtedness is incurred so long as
no foreclosure has occurred; (ii) any pledge of Partnership Units to the Operating Partnership; and (iii) a Permitted Disposition. 
 General Partner: Means the general partner of the Operating Partnership. 
 Guarantee Agreement: Means an agreement between the Operating Partnership, the Contributor or another Guarantee Partner and possibly a lender (or with a lender as a third party beneficiary), pursuant to which the Contributor or such other
Guarantee Partner guarantees debt of the Operating Partnership, which guarantee may be on a “bottom dollar basis” provided it is on a pari passu basis with the other Guarantee Partners and/or other partners of the Operating
Partnership, and which agreement may be in the form of a guarantee or contribution agreement. The initial Guarantee Agreement shall be entered into prior to or contemporaneously with the closing of the Public Offering. 
 Guarantee Amount: Shall mean an amount specified by Contributor which is set forth in the Guarantee Agreement for the Contributor, provided
the aggregate Guarantee Amount for the Contributor shall not exceed Eighty Three Million Dollars ($83,000,000). 
 Guaranteed
Debt: Means the debt guaranteed by the Contributor or other Guarantee Partner pursuant to a Guaranty Agreement. 
 Guarantee
Opportunity: Shall have the meaning set forth in Section 3(a). 
 Guarantee Partner: Means a person who guarantees debt of
the Operating Partnership in connection with (i) their contribution of property to the Operating Partnership in exchange for Partnership Units in the Formation Transactions; or (ii) their contribution of property to the Operating
Partnership pursuant to the Operating Partnership’s exercise of rights under an Option Agreement. 







 Option Agreement: Means an agreement entered into or acquired by the Operating Partnership
in connection with the Formation Transactions pursuant to which the Operating Partnership has the right to require the contribution of certain properties (or indirect interests therein) to the Operating Partnership, to the extent such contribution
may be made in exchange for Partnership Units. 
 Partnership Units Sale Restriction: The Contributor shall have satisfied this
requirement with respect to a period if at the end of such period, (i) aggregate Dispositions by the Contributor of Partnership Units received in the Formation Transactions or pursuant to an Option Agreement have not caused the Partnership
Units then owned by the Contributor to be less than fifty percent (50%) of the aggregate Partnership Units issued to the Contributor in connection with the Formation Transactions and pursuant to an Option Agreement; and (ii) the
“Partnership Units Sale Restriction” set forth in Exhibit F to the Contribution Agreement by and between the Operating Partnership, Robert F. Maguire III and each of the entities listed on Exhibit A attached thereto (the
“Robert F. Maguire III Contribution Agreement”) has been satisfied. Exhibit F to the Robert F. Maguire III Contribution Agreement provides that the contributors thereunder will notify Contributor in the event that they cease to satisfy the
partnership unit sales restriction thereunder. 
 Permitted Disposition: Means a Disposition to (i) a member of the
immediate family or an affiliate of the applicable Contributor, (ii) a charitable organization a contribution to which would be deductible pursuant to Section 170 of the Code, (iii) any partnership, limited liability company or trust,
the partners, members or beneficiaries, as applicable, of which are exclusively one or more of the Contributor or members of the immediate family or affiliates of the Contributor and/or a charitable organization a contribution to which would be
deductible pursuant to Section 170 of the Code, or (iv) a beneficiary, partner, member or shareholder by the trust, partnership, limited liability company or corporation in which such person owns an interest, provided that any such
Disposition shall not involve a Disposition for value (other than the issuance or redemption of an interest in the transferor or a reduction in the transferor’s share of liabilities of the Operating Partnership); provided further that for
purposes of the Partnership Units Sale Restriction, the Contributor shall be treated as continuing to own any Partnership Units which were subject to a Permitted Disposition unless and until there has been a Disposition by a permitted transferee,
which shall be treated as a Disposition by the Contributor. 
 Protected Period: Means for each Property and the Guarantee
Opportunity, the period commencing on the closing date of the Formation Transactions and ending on the “Initial Period” anniversary of the closing date of the Formation Transactions, provided, however, that the Protected Period shall be
increased by successive one-year extension periods, if the Contributor has satisfied the Partnership Units Sale Restriction at the expiration of the prior period, with the Contributor’s final extension period ending on the “Final
Period” anniversary of the closing date of the Formation Transactions. 







 The Initial Period and Final Period for each Property and the Guarantee Opportunity are as
follows: 
  

					
	 Property
	  	Initial Period	 	Final Period
	 Gas Company Tower
	  	9th	 	12th
	 Library Tower
	  	9th	 	12th
	 Solana
	  	9th	 	12th
	 KPMG Tower
	  	9th	 	12th
	 Plaza Las Fuentes (excluding the hotel)
	  	7th	 	10th
	 Wells Fargo Tower
	  	7th	 	10th
	 Plaza Las Fuentes Hotel
	  	None	 	None
	 808 South Olive
	  	None	 	None
	 Guarantee Opportunity
	  	9th	 	12th

 Qualifying Debt: Means indebtedness of the Operating Partnership
that is described in (i), (ii) or (iii) below: 
 (i) In the case of indebtedness secured by any
property or other asset of the Operating Partnership and not recourse to all of the assets of the Operating Partnership, the aggregate amount of all indebtedness secured by such property must not exceed seventy-five percent (75%) of the fair
market value (as determined by the Board in its reasonable judgment) of such property at the time that the Guarantee Opportunity is first effective. Nonrecourse debt of a subsidiary of the Operating Partnership shall be treated as debt of the
Operating Partnership provided the Operating Partnership guarantees such debt and will permit the Contributor to indemnify the Operating Partnership from certain losses associated with such guarantee on terms which are similar to those set forth in
the Contributor’s Guarantee Agreement and reasonably acceptable to the Operating Partnership and the Contributor; 
 (ii) In the case of indebtedness that is recourse to all of the assets of the Operating Partnership, the indebtedness is at all times the most senior indebtedness recourse to all the assets of the Operating Partnership (but there shall not
be a prohibition against other indebtedness that is pari passu with such indebtedness) and the amount of the indebtedness outstanding is at all times at least equal to one hundred fifty percent (150%) of the aggregate amount of the
guarantees provided with respect to such indebtedness; or 
 (iii) Any other indebtedness approved by Robert F.
Maguire III (or his designee or successor) or the Contributor in each such person’s sole and absolute discretion. 







 In addition, debt which satisfies requirement (i) or (ii) above (but not
requirement (iii) above) will not be Qualifying Debt if and when either of the following occurs: 
 (i)
There are other guarantees with respect to the same indebtedness that are prior to (i.e., with less economic risk) the Guarantee Opportunity provided to the Contributor pursuant hereto; or 
 (ii) There are other guarantees with respect to the same indebtedness that are pari passu with the Guarantee
Opportunity provided to the Contributor pursuant hereto, and the amount of all such guarantees (including the Contributor’s guarantee) exceed seventy five percent (75%) of the fair market value of the real estate which is security for such
indebtedness measured at the time any such guarantee is first effective (as determined by the Board in its reasonable judgment). 
 Notwithstanding the foregoing, there shall be no prohibition on guarantees of other portions of Qualifying Debt, and the above limitations shall not apply with respect to any guarantee of such debt by the Company, provided the Contributor
is offered the opportunity to enter into an agreement with the Company providing that the Contributor will indemnify the Company from certain losses associated with such debt on terms which are similar to those set forth in the Contributor’s
Guarantee Agreement with respect to the debt of the Operating Partnership. 
 ARTICLE 2—SALES INDEMNITY ON PROTECTED
PROPERTY 
 (a) In the event that the Operating Partnership directly or indirectly sells, exchanges, or otherwise disposes of
any Property or any interest therein (including without limitation, by way of merger, sale of assets or otherwise) during the term of the Protected Period, the Operating Partnership shall indemnify the Contributor for damages resulting to the
Contributor from such sale, exchange or disposition, as provided below. The benefit of this indemnity may be waived on behalf of the Contributor by Robert F. Maguire III (or his designee or successor) or the Contributor, which waiver may be given or
withheld in each such person’s sole and absolute discretion. 
 (b) Section 2(a) shall not apply to the disposition of
a Property if (i) such disposition qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of
property to any entity that qualifies for the nonrecognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Operating Partnership with or into another entity that qualifies for taxation as a
“partnership” for federal income tax purposes (a “Successor Partnership”)), in each case that does not result in the recognition of any taxable income or gain to the Contributor with respect to the Contributor’s Partnership
Units; provided, however, that: (1) in the event of a disposition of a Property under Section 1031 or Section 1033 of the Code or pursuant to another tax deferred transaction, any property that is acquired in exchange for or as a
replacement for such Property shall thereafter be considered that Property for purposes of this Exhibit G; (2) if a Property is transferred to another entity in a transaction in which gain or loss is not recognized, the interest of the
Operating








 
Partnership in such entity shall thereafter be considered that Property for purposes of this Exhibit G, and if the acquiring entity’s disposition of such Property would cause the Contributor
to recognize gain or loss as a result thereof, the transferred Property still shall be considered that Property for purposes of this Exhibit G; and (3) in the event of a merger or consolidation involving the Operating Partnership and a
Successor Partnership, the Successor Partnership shall have agreed in writing for the benefit of the Contributor that all of the restrictions of this Exhibit G shall apply with respect to each Property; (ii) with respect to the Contributor, the
adjusted taxable basis of the Property has increased in the hands of the Operating Partnership to fair market value as a result of a taxable disposition of the Partnership Units received in the Formation Transactions or otherwise, such that a
taxable disposition of such Property by the Operating Partnership would not result in the allocation of taxable gain to the Contributor pursuant to Section 704(c) of the Code; or (iii) such disposition is permitted with respect to all of
the “Contributors” under the Robert F. Maguire III Contribution Agreement pursuant to Section 2(b)(ii) of such agreement. 
 (c) The indemnity rights and remedies of the Contributor upon any sale, exchange, or other disposition of any Property or any interest therein (including without limitation, by way of merger, sale of
assets or otherwise) under Section 2(a) shall be limited to a claim for monetary damages (including, without limitation, incidental, consequential, indirect and special damages, whether foreseeable or not) against the Operating Partnership or
any Successor Partnership. All such damages shall be indemnifiable under Section 3.3 of the Agreement and shall be treated as “Losses” for purposes thereof. Any claim, dispute or controversy arising out of, or in connection with, or
in relation to the interpretation, performance or breach of this Exhibit G shall be subject to the provisions of Section 7.1 of the Agreement. For purposes of determining any damages payable by the Operating Partnership or a Successor
Partnership to Contributor pursuant to this Article 2, damages shall be calculated to protect the Contributor against all direct and indirect adverse tax consequences. The Operating Partnership acknowledges that any calculation of damages
payable to the Contributor will not be based on the time value of money or the time remaining within the Restricted Period. All damages shall be due and payable by the Operating Partnership or a Successor Partnership at the time of any sale,
exchange or other disposition. 
 ARTICLE 3—AVAILABILITY OF GUARANTEES 
 (a) During the Protected Period, the Operating Partnership shall use commercially reasonable efforts to make available to the Contributor
the opportunity (a “Guarantee Opportunity”) to make a guarantee of Qualifying Debt of the Operating Partnership pursuant to a Guaranty Agreement in an amount at least equal to the Guarantee Amount. The Contributor may provide its Guarantee
Agreement provided such agreement shall not expand Contributor’s rights hereunder and shall be subject to the reasonable comments and approval of the Operating Partnership. During the Protected Period, if Guaranteed Debt is to be repaid and,
immediately after such repayment, the outstanding amount of such Guaranteed Debt would be less than the Guarantee Amount with respect to such Guaranteed Debt, the Operating Partnership shall use commercially reasonable efforts to provide to the
Contributor a new Guarantee Opportunity with respect to Qualifying Debt in an amount equal to the Guaranteed Debt being repaid. In the event that the Operating Partnership is required to use commercially reasonable efforts to offer a Guarantee
Opportunity pursuant to this Section 3(a), the Operating Partnership








 
will provide the Contributor notice of the type, amount and other relevant attributes of the Qualifying Debt with respect to which the Guarantee Opportunity is offered at least ten
(10) business days, to the extent reasonably practicable, but in no event less than five (5) business days prior to the earlier of the closing of the incurrence of such debt and the scheduled repayment of the existing Guaranteed Debt. In
the event that the Operating Partnership or a related party repurchases outstanding Guaranteed Debt, whether or not such debt is retired, the repurchase thereof shall be treated as a repayment of the Guaranteed Debt for purposes of this
Article 3. 
 (b) The Contributor acknowledges that Guarantee Partners other than the Contributor have the right to
guarantee debt of the Operating Partnership on terms which are similar to the terms set forth in this Exhibit G. The Operating Partnership shall use commercially reasonable efforts to offer each Guarantee Opportunity to the Guarantee Partners
(including the Contributor) on a pro rata basis, based on the proportion of each Guarantee Partner’s Guarantee Amount to the aggregate Guarantee Amounts of all Guarantee Partners, unless the Guarantee Partners agree to accept Guarantee
Opportunities on other than a pro rata basis. 
 (c) The Operating Partnership agrees to file its tax returns taking the
position that the Guaranteed Debt is allocable to the Contributor guaranteeing such debt for purposes of Section 752 of the Code, absent a determination to the contrary by the Internal Revenue Service. However, the Operating Partnership makes
no representation or warranty to the Contributor that any guarantee entered into pursuant to Section 3(a) shall be respected for federal income tax purposes so as to enable the Contributor to be considered to bear the “economic risk of
loss” with respect to the indebtedness thereby guaranteed by the Contributor for purposes of either Section 752 or Section 465 of the Code. 
 (d) The indemnity rights and remedies of the Contributor for a breach or violation of the covenants set forth in Section 3(a) shall be limited to a claim for monetary damages (including, without
limitation, incidental, consequential, indirect and special damages, whether foreseeable or not) against the Operating Partnership or any Successor Partnership. All such damages shall be indemnifiable under Section 3.3 of the Agreement and
shall be treated as “Losses” for purposes thereof. Any claim dispute or controversy arising out of, or in connection with, or in relation to the interpretation, performance or breach of this Exhibit G shall be subject to the
provisions of Section 7.1 of the Agreement. For purposes of determining any damages payable by the Operating Partnership or a Successor Partnership to a Contributor pursuant to this Article 3, damages shall be calculated to protect the
Contributor against all direct and indirect adverse tax consequences. The Operating Partnership acknowledges that any calculation of damages payable to the Contributor will not be based on the time value of money or the time remaining within the
Restricted Period. All damages shall be due and payable by the Operating Partnership or a Successor Partnership at the time of any sale, exchange or other disposition. 
 (e) The Operating Partnership shall not be obligated to undertake efforts to maintain any level of indebtedness in excess of the amounts specifically required to meet the obligations set forth above in
this Article 3. 







 ARTICLE 4—ACKNOWLEDGEMENT OF CONTRIBUTOR 
 The Contributor acknowledges that neither Robert F. Maguire III nor his heirs, estate or other successors by operation of law shall have any
duty or obligation to the Contributor with respect to any decision made or action taken by any of them under Exhibit F to the Robert F. Maguire III Contribution Agreement, including, without limitation, waiving indemnity rights, approving
indebtedness as “Qualifying Debt” or any other matter. The Contributor further acknowledges that it shall not have any claim against Robert F. Maguire III or his successors or assigns for any adverse tax consequences suffered by the
Contributor as a result of any action taken by Robert F. Maguire III or any of his heirs, estate or other successors by operation of law under Exhibit F to the Robert F. Maguire III Contribution Agreement.