PROMISSORY
NOTE


 


DEFINED
TERMS


 


Execution
Date: October 15, 2013


 


	Loan Amount: $200,000,000	Interest Rate: A rate per annum equal to the sum of 170 basis points and the LIBOR RATE (as defined in Section 1(b))
	 	


 


	Borrower:	MAGUIRE PROPERTIES – 777 TOWER, LLC,
	 	a Delaware limited liability company


 


Borrower’s
Address:


 


	 	Maguire Properties –  777 Tower, LLC
	 	c/o Brookfield Office Properties 
	 	250 Vesey Street, 15th Floor 
	 	New York, New York 10281 
	 	Attention: Jason Kirschner 
	 	Facsimile: (646) 430-8556
	 	 
	 	with copies to:
	 	 
	 	Maguire Properties – 777 Tower, LLC 
	 	c/o Brookfield Office Properties 
	 	250 Vesey Street, 15th Floor 
	 	New York, New York 10281 
	 	Attention: General Counsel 
	 	Facsimile: (212) 417-7195
	 	 
	 	and:
	 	 
	 	Fried, Frank, Harris, Shriver & Jacobson LLP 
	 	One New York Plaza 
	 	New York, New York 10004 
	 	Attention: Joshua Mermelstein, Esq.
	 	Telephone: (212) 859-8137 
	 	Facsimile: (212) 859-4000


 


	Holder or Lender: 	METROPOLITAN LIFE INSURANCE COMPANY,
	 	a New York Corporation


 




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Holder's
Address:


 


	 	Metropolitan Life Insurance Company 
	 	10 Park Avenue 
	 	Morristown, New Jersey 07962 
	 	Attention: Senior Vice President 
	 	                 Real Estate Investments 
	 	Re: 777 South Figueroa
	 	 
	and:	 
	 	 
	 	Metropolitan Life Insurance Company 
	 	333 South Hope Street, Suite 3650 
	 	Los Angeles, California 90071 
	 	Attention: Director/Officer in Charge 
	 	Re: 777 South Figueroa
	 	 
	and:	Metropolitan Life Insurance Company
	 	425 Market Street, Suite 1050
	 	San Francisco, California 94105 
	 	Attn: Associate General Counsel 
	 	Re: 777 South Figueroa


 


	Maturity Date: November 1, 2018, as the	Advance Date: The date funds are disbursed to Borrower.
	same may be extended in accordance with	
	Section 1(e) hereof.	 


 


Interest
Only Period: The period from the Advance Date and ending on the Maturity Date.


 


	Monthly Installment: As provided
    in Section 1(c) hereof.	Prepayment Commencement Date:
		November 1, 2015 (the “Prepayment Commencement Date”).


 


	Liable Party:	BROOKFIELD DTLA HOLDINGS LLC,
	 	a Delaware limited liability company


 


Address
of Liable Party:


 


	 	Brookfield DTLA Holdings LLC
	 	c/o Brookfield Office Properties, Inc.
	 	250 Vesey Street, 15th Floor 
	 	New York, New York 10281 
	 	Attention: Jason Kirschner 
	 	Facsimile: (646) 430-8556


 




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	 	with copies to:
	 	 
	 	Brookfield DTLA Holdings LLC 
	 	c/o Brookfield Office Properties, Inc.
	 	250 Vesey Street, 15th Floor 
	 	New York, New York 10281 
	 	Attention: General Counsel 
	 	Facsimile: (212) 417-7195
	 	 
	 	and:
	 	 
	 	Fried, Frank, Harris, Shriver & Jacobson LLP 
	 	One New York Plaza 
	 	New York, New York 10004 
	 	Attention: Joshua Mermelstein, Esq.
	 	Telephone: (212) 859-8137 
	 	Facsimile: (212) 859-4000


 


Late Charge:
An amount equal to four cents ($.04) for each dollar that is not paid within seven (7) days after the same is due.


 


Default
Rate: An annual rate equal to the Interest Rate plus four percent (4%).


 


Closing
Certificate and Post Closing Agreement: Closing Certificate and Post Closing Agreement executed by Borrower in favor of Lender
and dated as of the Execution Date.


 


Note: This
Promissory Note, as the same may be amended, consolidated, split, severed, restated, replaced, supplemented, renewed, extended
or otherwise modified from time to time.


 


Deed of
Trust: Deed of Trust, Security Agreement, and Fixture Filing dated as of the Execution Date granted by Borrower to the Trustee
named in the Deed of Trust for the benefit of Holder, as the same may be amended, consolidated, split, severed, restated, replaced,
supplemented, renewed, extended or otherwise modified from time to time.


 


Loan Documents:
This Note, the Deed of Trust and any other documents related to this Note and/or the Deed of Trust (including, without limitation,
the Closing Certificate and Post Closing Agreement) and all renewals, amendments, modifications, restatements and extensions of
these documents.


 


Guaranty:
Guaranty dated as of the Execution Date and executed by Liable Party.


 


Indemnity
Agreement or Unsecured Indemnity Agreement: Unsecured Indemnity Agreement dated as of the Execution Date and executed by Borrower
in favor of Holder.


 


The Indemnity
Agreement and Guaranty are not Loan Documents and, in accordance with their terms, shall survive repayment of the Loan or other
termination of the Loan Documents.


 




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Loan:
The loan evidenced by this Note.


 


FOR VALUE
RECEIVED, Borrower promises to pay to the order of Holder, at Holder's Address or such other place as Holder may from time to time
designate, the Loan Amount with interest payable in the manner described below, in money of the United States of America that at
the time of payment shall be legal tender for payment of all obligations.


 


Capitalized
terms which are not defined in this Note shall have the meanings set forth in the Deed of Trust.


 


1.          Payment
of Principal and Interest. Principal and interest under this Note shall be payable as follows:


 


(a)          The
Interest Rate is the rate set forth on the front page of this Note. The Interest Rate will be reset by Holder, effective as of
the first day of the first month following the month during which the Advance Date occurs, and effective the first day of each
successive one month period thereafter during the term of the Loan (individually “Rate Reset Date” and collectively
“Rate Reset Dates”). The Interest Rate will be reset as aforesaid to the annual rate equal to the sum of (i)
170 basis points (1.70%) plus (ii) the “LIBOR Rate” as of the close of the second Business Day prior to each
of the Rate Reset Dates. A “Business Day” shall mean a day that both (x) commercial banks in London are open
for international business (including dealings in dollar deposits) and (y) Holder is open for business in New York City.


 


(b)          The
term “LIBOR Rate” as used herein shall mean the one month London interbank offered rate for deposits in U.S.
dollars rounded upwards if necessary to the nearest one one-hundredth (1/100th) of one percent appearing on the display
designated as Reuters Screen LIBOR01 Page, or such other page as may replace LIBOR01 on that service (or such other service as
may be nominated as the information vendor by the British Bankers' Association (“BBA”), or successor administrator
to the BBA, for the purpose of displaying the BBA’s, or successor administrator’s, interest settlement rates for U.S.
dollar deposits as the composite offered rate for London interbank deposits). If the aforementioned sources of the LIBOR Rate are
no longer available, then the term “LIBOR Rate” shall mean the one month London interbank offered rate for deposits
in U.S. dollars rounded upwards if necessary to the nearest one one-hundredth (1/100th) of one percent as shown on the
appropriate Bloomberg Financial Markets Services Screen or any successor index on such service under the heading “USD”.
In the event the LIBOR Rate is no longer available, it may be replaced by the nearest equivalent or replacement benchmark, as determined
by Holder in its sole discretion.


 


(c)          Borrower
shall pay interest only in advance on the Advance Date and shall then pay interest only in arrears, on the first day of the second
month following the Advance Date and thereafter Borrower shall make payments of interest only on the first day of each month through
and including the month immediately preceding the Maturity Date (each such payment a “Monthly Installment”).
On each day when any payment of interest (or principal and interest) is due hereunder, Borrower shall pay to Holder all interest
that is then accrued and outstanding. Interest shall be calculated on a daily basis of the actual number of days elapsed over a
360-day year.


 




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(d)          On
the Maturity Date, a final payment in the aggregate amount of the unpaid Secured Indebtedness shall become immediately payable
in full. The “Secured Indebtedness” means the aggregate amount of the principal sum evidenced by this Note,
all accrued and unpaid interest, and all other sums evidenced by this Note or secured by the Deed of Trust and/or any other Loan
Documents, including without limitation all future advances or fundings that may be made to or on behalf of Borrower by Holder
following the Advance Date.


 


Borrower acknowledges
and agrees that the entire unpaid Loan Amount shall be outstanding and due on the Maturity Date.


 


(e)          Borrower
shall have two (2) options (the “Extension Options”) to extend the Maturity Date of the Loan, each for a period
of one year (in each case, the applicable “Extension Period”) provided that Borrower shall have provided Holder
with written notice of its intent to exercise such Extension Option at least 30 days but not more than 90 days prior to the then-applicable
Maturity Date (the “Option Exercise Notice”), and provided further that except as otherwise expressly provided
below, the following conditions shall be satisfied:


 


(i)          As
of the date of the Option Exercise Notice, Borrower’s debt yield ratio shall be no less than 12% on a forward-looking basis
(as determined by Holder in its reasonable discretion). After receipt of an Option Exercise Notice, and to the extent Holder determines
that Borrower is not entitled to exercise the applicable Extension Option as the result of Borrower’s failure to achieve
the requisite debt yield ratio, Holder will provide Borrower with its calculation of the debt yield ratio within ten Business Days
after the same is requested in writing by Borrower (which request is made following receipt of Lender’s determination). To
the extent that Borrower does not otherwise satisfy the specified debt yield ratio, Borrower may elect to satisfy the same by making
a partial prepayment of the Loan prior to the commencement of the applicable Extension Period, which prepayment shall be made in
accordance with the terms of this Note (but without requiring payment of the entire Accelerated Loan Amount), and in the amount
which would cause Borrower to satisfy the specified debt yield ratio, as reasonably determined by Lender. In such event the debt
yield ratio shall be calculated as of the date of the Option Exercise Notice but shall be calculated as if such prepayment has
been made.


 


(ii)         As
of the date of the Option Exercise Notice, the ratio of the outstanding balance of the Loan to the value of the Property (as reasonably
determined by Holder based on an appraisal of the Property prepared by a qualified appraiser selected by Holder and compensated
by Borrower) shall be not greater than 55%. After receipt of an Option Exercise Notice, and to the extent Holder determines that
Borrower is not entitled to exercise the applicable Extension Option as the result of Borrower’s failure to meet the requisite
loan to value ratio, Holder will provide Borrower with its calculation of the loan to value ratio within ten Business Days after
the same is requested in writing by Borrower (which request is made following receipt of Lender’s determination). To the
extent that Borrower does not otherwise satisfy the specified loan to value ratio, Borrower may elect to satisfy the same by making
a partial prepayment of the Loan prior to the commencement of the applicable Extension Period, which prepayment shall be made in
accordance with the terms of this Note (but without requiring payment of the entire Accelerated Loan Amount), and in the amount
which Lender reasonably determines would cause Borrower to satisfy the specified loan to value ratio. In such event the loan to
value ratio shall be calculated as of the date of the Option Exercise Notice but shall be calculated as if such prepayment has
been made.


 




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(iii)        Prior
to the commencement of the applicable Extension Period, Borrower shall pay an extension fee equal to $500,000.


 


(iv)        Prior
to the commencement of the applicable Extension Period, Borrower shall have satisfied all requirements hereof with respect to an
Interest Rate Cap Agreement for the applicable Extension Period.


 


(v)         As
of the date of the Option Exercise Notice, no Event of Default shall exist.


 


(vi)        Prior
to the commencement of the applicable Extension Period, if reasonably requested by Holder, Borrower and Liable Party shall have
executed documents evidencing such extension in form and substance satisfactory to Holder in its reasonable discretion; provided,
that such documents shall not increase the Borrower’s or the Liable Party’s obligations under the Loan Documents, the
Indemnity Agreement or the Guaranty (except to the extent of any extension thereof corresponding to the applicable Extension Period)
or decrease their rights thereunder.


 


(vii)       Borrower
shall have paid all out of pocket costs and expenses incurred by Holder in connection with Borrower’s exercise of such Extension
Option, including title insurance premiums (not to exceed $2500), documentation costs and reasonable attorneys’ fees. Such
costs and expenses shall be payable by Borrower whether or not the applicable extension occurs; provided that such extension shall
not occur unless the costs and expenses referred to in this clause (vii) have been paid prior to the commencement of the
applicable Extension Period.


 


In connection
with the exercise of any Extension Option Borrower shall provide such evidence of satisfaction of the foregoing as Holder may reasonably
request. The terms and conditions of the Loan Documents, the Indemnity Agreement and the Guaranty shall remain unchanged during
the Extension Period, except to the extent of any extension thereof corresponding to the applicable Extension Period.


 


2.          Application
of Payments. At the election of Holder, and to the extent permitted by law, all payments shall be applied in the order selected
by Holder to any expenses, prepayment fees, late charges, escrow deposits and other sums due and payable under the Loan Documents,
and to unpaid interest at the Interest Rate or at the Default Rate, as applicable. The balance of any payments shall be applied
to reduce the then unpaid Loan Amount.


 




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3.          Security.
The covenants of the Deed of Trust are incorporated by reference into this Note. This Note shall evidence, and the Deed of Trust
shall secure, the Secured Indebtedness.


 


4.          Late
Charge. If any scheduled payment of interest is not paid within 7 days after the due date, Holder shall have the option to
charge Borrower the Late Charge. The Late Charge is for the purpose of defraying the expenses incurred in connection with handling
and processing delinquent payments and is payable in addition to any other remedy Holder may have. For the avoidance of doubt,
the Late Charge shall not apply to the outstanding principal balance of the Loan due on the Maturity Date or upon any earlier acceleration
of the Loan. Unpaid Late Charges shall become part of the Secured Indebtedness and shall be added to any subsequent payments due
under the Loan Documents.


 


5.          Acceleration
Upon Default. At the option of Holder, at any time during which an Event of Default exists, the Secured Indebtedness, and all
other sums evidenced and/or secured by the Loan Documents, including without limitation any applicable prepayment fees (collectively,
the "Accelerated Loan Amount") shall become immediately due and payable.


 


6.          Interest
Upon Default. The Accelerated Loan Amount shall bear interest at the Default Rate which shall never exceed the maximum rate
of interest permitted to be contracted for under the laws of the State of California (the “State”). The Default
Rate shall commence upon the occurrence of an Event of Default and shall continue until all Events of Default are cured.


 


7.          Limitation
on Interest. The agreements made by Borrower with respect to this Note and the other Loan Documents are expressly limited so
that in no event shall the amount of interest received, charged or contracted for by Holder exceed the highest lawful amount of
interest permissible under the laws applicable to the Loan. If at any time performance of any provision of this Note or the other
Loan Documents results in the highest lawful rate of interest permissible under applicable laws being exceeded, then the amount
of interest received, charged or contracted for by Holder shall automatically and without further action by any party be deemed
to have been reduced to the highest lawful amount of interest then permissible under applicable laws. If Holder shall ever receive,
charge or contract for, as interest, an amount which is unlawful, at Holder's election, the amount of unlawful interest shall be
refunded to Borrower (if actually paid) or applied to reduce the then unpaid Loan Amount. To the fullest extent permitted by applicable
laws, any amounts contracted for, charged or received under the Loan Documents included for the purpose of determining whether
the Interest Rate would exceed the highest lawful rate shall be calculated by allocating and spreading such interest to and over
the full stated term of this Note.


 


8.          Prepayment.
Borrower shall not have the right to prepay all or any portion of the Loan Amount at any time during the term of this Note except
as expressly set forth in Section 9 below. Except to the extent otherwise expressly permitted under the Loan Documents, if Borrower
provides notice of its intention to prepay, the Accelerated Loan Amount shall become due and payable on the date specified in the
prepayment notice.


 




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9.          Prepayment
Fee.


 


(a)          The
Loan may not be prepaid in whole or in part at any time prior to the Maturity Date except as follows: (x) commencing on the Prepayment
Commencement Date, Borrower may prepay the Secured Indebtedness in its entirety subject to the Prepayment Fee (as defined below)
on no less than 10 days prior written notice to Holder, (y) Borrower may make partial prepayments to the extent expressly so permitted
in Section 1(e) hereof, and (z) Borrower may make payments of Insurance Proceeds or Condemnation Proceeds in the event of a casualty
or condemnation, as expressly required in accordance with the Deed of Trust. Any tender of payment by Borrower or any other person
or entity of the Secured Indebtedness, other than as expressly provided in the preceding sentence, shall constitute a prohibited
prepayment. If a prepayment of all or any part of the Secured Indebtedness is made following (i) an Event of Default and an acceleration
of the Maturity Date, or (ii) in connection with a purchase of the Property or a repayment of the Secured Indebtedness at any time
before, during or after, a judicial or non-judicial foreclosure or sale of the Property, then to compensate Holder for the loss
of the investment, if such event occurs prior to the Prepayment Commencement Date, Borrower shall pay an amount equal to the Default
Prepayment Fee (as hereinafter defined). Notwithstanding the foregoing, no more than two times during any calendar year, Borrower
may rescind its notice of intention to prepay in writing, which notice of rescission shall be provided to Holder no less than 5
days prior to the date specified in Borrower's prepayment notice as the prepayment date, provided that Borrower shall be responsible
for any out-of-pocket costs and expenses incurred as a result of such rescission; thereafter in such calendar year, any prepayment
notice given by Borrower is irrevocable and may not be withdrawn.


 


(b)          The
“Default Prepayment Fee” shall be equal to (i) the greater of (a) the present value of all remaining Partial
Monthly Payments of Interest (as defined below), discounted at the rate which, when compounded monthly, is equivalent to the Treasury
Rate, compounded semi-annually, or (b) one percent (1%) of the amount of the principal being prepaid. A “Partial Monthly
Payment of Interest” shall be defined as the outstanding principal balance of the Loan multiplied by 1.70%, divided by
360, multiplied by 365 and divided by 12. The number of “remaining” Partial Monthly Payments of Interest to be used
in the calculation of the Default Prepayment Fee shall be equal to the number of remaining monthly installments of principal and
interest due on the Loan to and including the last day of the 48th month after the month in which the Advance Date occurs.


 


(c)          The
“Prepayment Fee” shall be as follows: (a) for the 25th through the 36th month after the
month in which the Advance Date occurs, .50% of the amount of principal being prepaid, (b) for the 37th through the
48th month after the month in which the Advance Date occurs, .25% of the amount of principal being prepaid, and (c)
commencing on the first day of the 49th month after the month in which the Advance Date occurs and thereafter, no Prepayment
Fee shall be payable.


 




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(d)          The
“Treasury Rate” shall be the annualized yield on securities issued by the United States Treasury having a maturity
equal to the remaining stated term of this Note, as quoted in the Federal Reserve Statistical Release [H. 15 (519)] under
the heading “U.S. Government Securities - Treasury Constant Maturities” for the date which is five (5) Business Days
prior to the date on which prepayment is being made. If this rate is not available as of the date of prepayment, the Treasury Rate
shall be determined by interpolating between the yield on securities of the next longer and next shorter maturity. If the Treasury
Rate is no longer published, Holder shall select a comparable rate. Holder will, upon request, provide an estimate of the amount
of the Prepayment Fee two weeks before the date of the scheduled prepayment.


 


10.         Waiver
of Right to Prepay Note Without Prepayment Fee or Default Prepayment Fee. Borrower acknowledges that Holder has relied upon
the anticipated investment return under this Note in entering into transactions with, and in making commitments to, third parties
and that the tender of any prohibited prepayment or any permitted prepayment which pursuant to the terms of this Note requires
a Prepayment Fee or Default Prepayment Fee shall include the Prepayment Fee or Default Prepayment Fee. Borrower agrees that the
determination of the Interest Rate was based on the intent, expectation and agreement (and the Interest Rate would have been higher
without such agreement) of Borrower and Holder that the amounts advanced under this Note would not be prepaid during the term
of this Note, or if any such prepayment would occur, the Prepayment Fee or Default Prepayment Fee would apply (except as expressly
permitted by the terms of this Note). Borrower also agrees that the Prepayment Fee or Default Prepayment Fee represents the reasonable
estimate of Holder and Borrower of a fair average compensation for the loss that may be sustained by Holder as a result of a prepayment
of this Note and it shall be paid without prejudice to the right of Holder to collect any other amounts provided to be paid under
the Loan Documents.


 


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BORROWER EXPRESSLY
(A) WAIVES ANY RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT
FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THIS
NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BY BORROWER
UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED
BY THE DEED OF TRUST, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENT FEE SPECIFIED IN SECTION 9. BY INITIALING
THIS PROVISION IN THE SPACE PROVIDED BELOW, BORROWER AGREES THAT HOLDER'S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR
THE TERM SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.


 


BORROWER’S
INITIALS:  JK   


 


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11.         Liability
of Borrower.


 


(a)          Upon
the occurrence of an Event of Default, except as provided in this Section 11, Holder will look solely to the Property and the
security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However,
nothing contained in this section shall limit the rights of Holder to proceed against Liable Party under the Guaranty or against
Borrower, (i) to enforce any Leases entered into by Borrower or its affiliates as tenant; (ii) to recover actual damages for fraud,
intentional material misrepresentation, or intentional physical waste; (iii) to recover any Condemnation Proceeds or Insurance
Proceeds or other similar funds which have been misapplied by Borrower or which, under the terms of the Loan Documents, should
have been paid to Holder; (iv) to recover any tenant security deposits, tenant letters of credit or other deposits paid to Borrower
or prepaid rents for a period of more than 30 days in advance of their respective due dates which have not been delivered to Holder;
(v) to recover Rents and Profits received by Borrower after the first day of the month in which an Event of Default occurs and
prior to the date Holder acquires title to the Property which have not been applied to the Loan or in accordance with the Loan
Documents to operating and maintenance expenses of the Property; (vi) to recover actual damages, costs and expenses arising from,
or in connection with, the Unsecured Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to Sections 11.06
and 11.07 of the Deed of Trust and any amount expended by Holder in connection with the foreclosure of the Deed of Trust (provided
that if the foreclosure of the Deed of Trust is uncontested then Borrower’s liability hereunder for the costs thereof shall
be limited to any such costs in excess of $25,000); (viii) to recover costs and actual damages arising from Borrower’s failure
to pay any insurance premiums or Impositions in the event Borrower is not required to deposit such amounts with Holder pursuant
to Section 2.05 of the Deed of Trust, except where such failure to pay is due to insufficiency of available Borrower funds (and
provided that during the six-month period prior to such failure to pay and at all times thereafter all Borrower’s funds
were used for Property expenses (other than costs of disputes with Holder), and none of Borrower’s funds were distributed
to any owner of Borrower, and, in the case of failure to pay insurance premiums Borrower provided prior written notice to Holder
stating expressly that it would not be able to fund such payment of premiums), (ix) to recover costs and actual damages arising
from Borrower’s failure to comply with the provisions of the Deed of Trust pertaining to ERISA; (x) to recover any actual
damages, costs, expenses or liabilities, including attorneys' fees, incurred by Holder and arising from any breach or enforcement
of any "environmental provision" (as defined in California Code of Civil Procedure Section 736, as such Section may
be amended from time to time) relating to the Property or any portion thereof; (xi) to recover costs and actual damages arising
from any unpermitted Transfer or Secondary Financing which occurs and consists of leases of office space in the Property in violation
of the Loan Documents; (xii) to recover any loss (including diminution in value), liabilities, damages, costs, expenses (including
reasonable attorneys’ fees), incurred by Holder and arising from Borrower’s voting under the REA (as defined in the
Deed of Trust) on a matter requiring the unanimous consent of the parties thereunder, without Holder’s prior written consent
as to such vote; and/or (xiii) to recover any loss (including diminution in value), liabilities, damages, costs, expenses (including
reasonable attorneys’ fees), arising from the existence of or enforcement of the terms set forth in that certain Co-Ownership
Agreement (or the memorandum thereof described herein) memorialized by that certain Memorandum of Lot 4 Co-Ownership Agreement
dated July 29,1985 executed by Oxford Purdential Joint Venture, a California general partnership, and PPLA Plaza Limited Partnership,
a California limited partnership, and recorded as Instrument No. 85-1347993 of the official records of Los Angeles County, California;
provided that neither Borrower nor Liable Party shall be liable under this clause (xii) for any costs or expenses incurred
under such Co-Ownership Agreement following a foreclosure of the Deed of Trust or deed in lieu thereof, which costs and expenses
are in excess of the costs and expenses allocated to the owner of the Property under the REA (as defined in the Deed of Trust).
As used herein, “Lot 4” means Lot 4 of Tract Map 32622 recorded in the Official Records in Book 1098 pages
83 through 86 of maps.


 




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The limitation
of liability set forth in this Section 11 shall not apply, and the Loan shall be fully recourse to Borrower in the event that prior
to the full, final and indefeasible repayment of the Secured Indebtedness, Borrower commences a voluntary bankruptcy or insolvency
proceeding or an involuntary bankruptcy or insolvency proceeding is commenced against Borrower and is not dismissed within 90 days
of filing. Notwithstanding the previous sentence, Borrower shall not be personally liable for payment of the Secured Indebtedness
merely by reason of an involuntary bankruptcy (irrespective of its duration) as to which the following conditions are satisfied
(1) such involuntary bankruptcy is not solicited, procured or supported by Borrower or any Borrower Party; and (2) none of the
Borrower nor any Borrower Party shall propose or support any plan of reorganization which in any way modifies or seeks to modify
any provisions of the Loan Documents or any of Holder's rights under the Loan Documents or the Unsecured Indemnity. In addition,
this agreement shall not waive any rights which Holder would have under any provisions of the U.S. Bankruptcy Code to file a claim
for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness.


 


Notwithstanding
the foregoing, the limitation of liability set forth in this Section 11 shall not apply, and the Loan shall be fully recourse to
Borrower in the event that there is a Transfer or Secondary Financing (except any Transfer or Secondary Financing that (a) is permitted
by the Loan Documents, (b) is otherwise approved by Holder in writing, (c) consists of mechanics liens which have not been foreclosed,
or other involuntary liens which have not been foreclosed, (d) consists of leases of office space in the Property in violation
of the Loan Documents, or (e) consists of the granting of easements that do not unreasonably interfere with the use or value of
the Property).


 


“Borrower
Party” means Borrower, Liable Party, and any other entity controlling, controlled by or under common control with either
of them, and “Borrower Parties” means any two or more of them.


 


(b)          Notwithstanding
any provision to the contrary contained herein or any other Loan Documents or the Unsecured Indemnity Agreement (and this provision
shall in all cases supersede all contradictory provisions and agreements contained herein or in the Loan Documents and/or the
Unsecured Indemnity Agreement), none of Trustor’s Constituents (other than Borrower and Liable Party) nor any of the officers,
directors or employees of Borrower or of any of Trustor’s Constituents (collectively the “Up-Tier Borrower Parties”)
shall be personally liable for, and Holder shall not seek damages, money judgments, deficiency judgment or personal judgment against
any of the Up-Tier Borrower Parties for, the enforcement of any of the obligations of Borrower or any other party hereunder or
under any of the other Loan Documents or the Unsecured Indemnity Agreement. As used in this Section 11 the term “Trustor’s
Constituents” shall have the meaning set forth in the Deed of Trust.


 




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12.         Waiver
by Borrower. Borrower and others who may become liable for the payment of all or any part of this Note, and each of them, waive
diligence, demand, presentment for payment, notice of nonpayment, protest, notice of dishonor and notice of protest, notice of
intent to accelerate and notice of acceleration and specifically consent to and waive notice of any amendments, modifications,
renewals or extensions of this Note, including the granting of extension of time for payment, whether made to or in favor of Borrower
or any other person or persons.


 


13.         Exercise
of Rights. No single or partial exercise by Holder, or delay or omission in the exercise by Holder, of any right or remedy
under the Loan Documents shall waive or limit the exercise of any such right or remedy. Holder shall at all times during the continuance
of an Event of Default have the right to proceed against any portion of or interest in the Property in the manner that Holder may
deem appropriate, without waiving any other rights or remedies. The release of any party under this Note shall not operate to release
any other party which is liable under this Note and/or under the other Loan Documents or under the Indemnity Agreement or the Guaranty.


 


14.         Fees
and Expenses. If Borrower defaults under this Note, Borrower shall be personally liable for and shall pay to Holder, in addition
to the sums stated above, the costs and expenses of enforcement and collection, including a reasonable sum as an attorney's fee.
This obligation is not limited by Section 11.


 


15.         No
Amendments. This Note may not be modified or amended except in a writing executed by Borrower and Holder. No waivers shall
be effective unless they are set forth in a writing signed by the party which is waiving a right. This Note and the other Loan
Documents constitute the complete and final expression of the lending relationship between Borrower and Holder. All prior agreements
are of no further force or effect. Borrower acknowledges that there is no unwritten agreement binding on Holder with respect to
the Loan or the Property.


 


16.         Governing
Law. This Note is to be construed and enforced in accordance with the laws of the State.


 


17.         Construction.
The words "Borrower" and "Holder" shall be deemed to include their respective heirs, representatives, successors
and assigns, and shall denote the singular and/or plural, and the masculine and/or feminine, and natural and/or artificial persons,
as appropriate. The provisions of this Note shall remain in full force and effect notwithstanding any changes in the shareholders,
partners or members of Borrower. If more than one party is Borrower, the obligations of each party shall be joint and several.
The captions in this Note are inserted only for convenience of reference and do not expand, limit or define the scope or intent
of any section of this Note.


 




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18.         Notices.
All notices, demands, requests and consents permitted or required under this Note shall be given in the manner prescribed in the
Deed of Trust.


 


19.         Time
of the Essence. Time shall be of the essence with respect to all of Borrower's obligations under this Note.


 


20.         Severability.
If any provision of this Note should be held unenforceable or void, then that provision shall be deemed separable from the remaining
provisions and shall not affect the validity of this Note, except that if that provision relates to the payment of any monetary
sum, then Holder may, at its option, declare the Secured Indebtedness (together with the Prepayment Fee) immediately due and payable.


 


21.         Interest
Rate Cap Agreement.


 


(a)          At
all times until the Secured Indebtedness is repaid in full (including during any Extension Period), Borrower shall maintain in
the possession of Lender, in full force and effect, an Interest Rate Cap Agreement providing for protection against increases
in the LIBOR Rate and satisfying the requirements of this Section 21 (an “Interest Rate Cap Agreement”).
The notional amount of each such Interest Rate Cap Agreement shall equal amount of principal outstanding under the Loan on
the date such Interest Rate Cap Agreement is issued. The strike interest rate designated in each Interest Rate Cap Agreement (the
“Strike Rate”) during the original Loan term shall be 5.75%, and the requisite Strike Rate for any Extension
Period shall be determined by Holder in its reasonable discretion, taking into consideration the forward LIBOR curve, the debt
service coverage ratio, the requirements of similar lenders with similar borrowers for similar loans (but not implying an obligation
to conform thereto) and such other factors as Holder may reasonably deem relevant.


 


(b)          The
term of any Interest Rate Cap Agreement delivered pursuant to this Section 21 at closing shall be at least equal to five (5) years.
If an Extension Option shall have been properly exercised, then not less than 30 days prior to the commencement of the applicable
Extension Period, Borrower shall enter into an Interest Rate Cap Agreement expiring not earlier than the last day of the applicable
Extension Period, and otherwise satisfying the requirements of this Section 21.


 




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(c)          Any
Interest Rate Cap Agreement (i) shall be in form reasonably acceptable to Lender, (ii) shall be with a counterparty that has and
maintains a long-term unsecured debt rating or counterparty rating of A or higher from S&P and a long-term unsecured debt
rating of A2 or higher from Moody’s, and is otherwise satisfactory to Holder in its reasonable discretion (a counterparty
meeting both such criteria may be referred to as an “Acceptable Counterparty”), and (iii) shall direct
such acceptable counterparty to deposit any and all payments due under the Interest Rate Cap Agreement directly into an account
designated by Lender so long as any portion of the Loan remains outstanding, provided however, for purposes of this requirement,
the Loan shall be deemed to be remaining outstanding if the Property is transferred to Lender (or its nominee or designee) by
judicial foreclosure or nonjudicial foreclosure or by deed-in-lieu thereof. Borrower shall collaterally assign to Lender all of
its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender
an executed counterpart of such Interest Rate Cap Agreement which shall by its terms authorize the assignment to Lender and require
that payments be deposited directly into the account as shall be designated by Lender. In furtherance of the foregoing, together
with the delivery of the initial interest rate cap agreement required hereunder, as well as any replacement interest rate cap
agreement required hereunder, Borrower shall execute and deliver a Collateral Assignment of Interest Rate Cap Agreement in the
form of the Collateral Assignment of Interest Rate Cap Agreement delivered in connection with the Loan substantially concurrently
herewith.


 


(d)          Borrower
shall comply with all of its obligations under the Interest Rate Cap Agreement. All amounts paid by the counterparty under the
Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into such account as shall be designated by Lender.
The Interest Rate Cap Agreement, the Cap Proceeds (as hereinafter defined), and the aforesaid account designated by Lender shall
be deemed to be part of the “Property” for purposes of Section 11 hereof. Borrower shall take all actions reasonably
required by Lender to enforce Lender's rights under the Interest Rate Cap Agreement in the event of a default by the counterparty
and shall not waive, amend or otherwise modify any of its rights thereunder.


 


(e)          In
the event of a withdrawal, qualification or downgrade of the rating of the counterparty to any Interest Rate Cap Agreement (whether
procured with respect to the initial Loan term or any Extension Period) below a rating of BBB+ from S&P or Baal from Moody’s,
then within 10 Business Days after written notice from Holder, Borrower shall deliver to Holder a replacement Interest Rate Cap
Agreement satisfying the requirements set forth herein and issued by an Acceptable Counterparty; provided, however, that Borrower
shall not be required to obtain such replacement Interest Rate Cap Agreement if, within said period of 10 Business Days (i) the
rating of such counterparty after such downgrade is at least BBB from S&P and Baa2 from Moody’s, and such counterparty
or an affiliate thereof posts cash collateral in an amount and manner reasonably acceptable to Holder securing the counterparty’s
obligations under the Interest Rate Cap Agreement (provided however that if such ratings of such counterparty subsequently fall
below BBB from S&P or Baa2 from Moody’s, Holder again may require a replacement Interest Rate Cap Agreement), or (ii)
an affiliate of such counterparty, which affiliate has a long-term unsecured debt rating or counterparty rating of A or higher
from S&P and a long-term unsecured debt rating of A2 or higher from Moody’s, delivers a guaranty reasonably acceptable
to Holder guaranteeing the counterparty’s obligations under the Interest Rate Cap Agreement (provided however that if such
ratings of such guarantor subsequently fall below BBB from S&P or Baa2 from Moody’s, Holder again may require a replacement
Interest Rate Cap Agreement).


 




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(f)          In
the event that Borrower fails to purchase, deliver and/or maintain the Interest Rate Cap Agreement or any replacement thereof as
required hereby, Lender may, after ten (10) Business Days’ written notice to Borrower (in addition to exercising any of its
other rights and remedies), purchase such Interest Rate Cap Agreement or any replacement thereof and the actual out-of-pocket costs
incurred by Lender in purchasing and maintaining the same shall be paid by Borrower with interest thereon at the Default Rate from
the date such cost was incurred by Lender until such cost is paid by Borrower to Lender.


 


(g)          In
connection with each Interest Rate Cap Agreement provided hereunder, Borrower shall obtain and deliver to Lender an opinion of
counterparty’s counsel (upon which Lender and its successors and assigns may rely) in form, scope and substance reasonably
acceptable to Lender, regarding the authorization of the counterparty to enter into such Interest Rate Cap Agreement and any collateral
assignment thereof, the legality, validity, and binding effect of such Interest Rate Cap Agreement and the collateral assignment
thereof as to such counterparty, and such other matters as Lender may reasonably require.


 


(h)          Proceeds
of any and all rights that Borrower may now or hereafter have to any and all payments, disbursements, distributions or proceeds
under any Interest Rate Cap Agreement (“Cap Proceeds”) may be held by Lender as cash collateral for Borrower’s
obligations under the Loan Documents and shall be applied as provided below. If an Event of Default exists, any such Cap Proceeds
may be applied by Lender to the payment of accrued interest, late charges, principal (including the Prepayment Fee, if any, occasioned
by a principal payment), or any other obligation arising out of the obligations of Borrower to Lender under the Loan Documents
in such manner as Lender in its sole discretion deems appropriate. If no Event of Default exists, proceeds of any such Cap Proceeds
received by Lender shall upon receipt be applied by Lender to interest under the Note, then to any other amounts due and owing
under the Loan Documents and any such Cap Proceeds which remain unapplied thereafter shall be returned to Borrower. If held as
cash collateral following an Event of Default and not otherwise applied to Borrower’s obligations outstanding under the
Loan Documents, such cash collateral (or what remains thereof) shall be returned to Borrower upon the indefeasible payment in
full of all amounts owing under the Note, and the other Loan Documents.


 






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IN WITNESS
WHEREOF, Borrower has executed this Note as of the Execution Date.


 


	Borrower:
	 
	MAGUIRE PROPERTIES – 777  TOWER,
    LLC,
	a Delaware limited liability company
	 
	By:	/s/ Jason Kirschner	 
	 	Name:  Jason Kirschner
	 	Title: Vice President, Finance


 


SIGNATURE
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