SECOND AMENDMENT TO THE AMENDED AND RESTATED PROPERTY INSURANCE SHARING AGREEMENT

Exhibit 10.44

SECOND AMENDMENT

TO THE

AMENDED AND RESTATED

PROPERTY INSURANCE SHARING AGREEMENT

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED PROPERTY INSURANCE SHARING AGREEMENT (this “Second Amendment”) is entered into as of February 28, 2008 by and among XXXXXXX PROPERTIES, L.P., a Maryland limited partnership (the “Operating Partnership”), XXXXXXX PROPERTIES SERVICES, INC., a Maryland corporation (the “Services Company” or the “Manager”) and each of the entities listed in Exhibit A (the “Initial Subsidiaries”) and Exhibit B (the “Acquired Subsidiaries”) hereto. Each of the Operating Partnership, the Initial Subsidiaries and the Acquired Subsidiaries may be referred to herein individually as a “Partnership,” and may be referred to collectively as the “Partnerships.” Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement (as defined below).

Recitals

WHEREAS, the entities listed in Exhibit C hereto (the “Disposed Subsidiaries”) and the Initial Subsidiaries (together with the Disposed Subsidiaries, the “Original Subsidiaries”) entered into that certain First Amendment to the Amended and Restated Property Insurance Sharing Agreement dated December 15, 2003 (the “First Amendment”), amending that certain Amended and Restated Property Insurance Sharing Agreement dated June 27, 2003 (as so amended, the “Agreement”), whereby the Original Subsidiaries agreed to obtain certain blanket policies of insurance with respect to all Projects owned by the Original Subsidiaries, and to empower the Services Company to procure such policies of insurance;

WHEREAS, in separate transactions the Operating Partnership indirectly acquired, through the Acquired Subsidiaries, fee simple, ground lease and/or joint venture interests in the properties located opposite such Acquired Subsidiary’s name in Exhibit B hereto;

WHEREAS, certain existing entities (the “Existing Entities”) with interests in the properties located opposite such entities’ name in Exhibit D hereto were added to the blanket policies of insurance by the Operating Partnership and have agreed to empower the Services Company to procure such policies of insurance;

WHEREAS, in separate transactions the Operating Partnership indirectly acquired, through certain subsidiaries (the “Interim Subsidiaries”), fee simple, ground lease and/or joint venture interests in the properties located opposite such Interim Subsidiary’s name in Exhibit E hereto, and subsequently dissolved the Interim Subsidiaries and (i) sold the properties held by such Interim Subsidiary or (ii) transferred the properties to another subsidiary of the Operating Partnership;

WHEREAS, in separate transactions the Disposed Subsidiaries were dissolved and the properties held by such Disposed Subsidiary were either (i) sold or (ii) transferred to another party to this Second Amendment.

WHEREAS, the parties hereto wish to amend the Agreement to add the Acquired Subsidiaries and Existing Entities as Partnerships and the Acquired Subsidiaries and Existing Entities wish to be added as Partnerships on the terms and conditions set forth in the Agreement;

WHEREAS, the parties hereto wish to amend the Agreement to remove the Disposed Subsidiaries as Partnerships on the terms and conditions set forth in the Agreement;

WHEREAS, the parties hereto wish to allow the Operating Partnership to add and/or remove certain subsidiaries as Partnerships without requiring further amendment to the Agreement;

WHEREAS, the parties hereto wish to amend and restate Schedule 1, the specific description of the Projects, in the form attached hereto; and

WHEREAS, the parties hereto wish to combine the information previously presented on Schedules 2, 3 and 4 into a consolidated presentation on an amended and restated Schedule 2.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partnerships hereby agree to amend Agreement as follows:

1. Addition of Acquired Subsidiaries and Existing Entities; Acknowledgement of Interim Subsidiaries. The parties hereto hereby agree that the Acquired Subsidiaries and the Existing Entities are added to the Agreement as Partnerships. The parties hereto further agree that any reference in the Agreement to the Partnerships and the Projects shall include the Acquired Subsidiaries and the Existing Entities. Each Acquired Subsidiary and Existing Entity hereby appoints the Services Company as its agent and representative, and shall cause the Services Company to procure and continue in force on behalf of the Acquired Subsidiaries, the Existing Entities and the Partnerships such policies of insurance on the Projects and the projects of the Acquired Subsidiaries and the Existing Entities as the Services Company shall determine to be necessary or appropriate from time to time on the terms set forth in the Agreement. The parties hereto further acknowledge that each of the foregoing provisions applied to the Interim Subsidiaries for the duration of their existence.

2. Deletion of Disposed Subsidiaries. The parties hereto hereby agree that the Disposed Subsidiaries are removed from the Agreement as Partnerships. The parties hereto further agree that any reference in the Agreement to the Partnerships and the Projects shall not include the Disposed Subsidiaries. The Services Company shall have no further obligation to procure or continue in force on behalf of each Disposed Subsidiary any policy of insurance on the Disposed Subsidiaries or their associated Projects.

3. Consolidation of Schedules 2, 3 and 4; Common Benefit Insurance. The parties hereto hereby agree that (a) the information currently presented on Schedules 2, 3 and 4 shall be

2

combined into a consolidated amended and restated Schedule 2 as attached hereto; (b) the notification obligations set forth under Section 4 of the Agreement shall be satisfied by such amended and restated Schedule 2; (c) that the Common Benefit Insurance outlined on such amended and restated Schedule 2 is appropriate for the first year, or portion thereof, following the effective date of this Second Amendment; and (d) such amended and restated Schedule 2 is hereby ratified and approved by the Partnerships and shall replace Schedules 2, 3 and 4 of the Agreement.

4. Addition or Removal of Partnerships. The parties hereto hereby agree that the Operating Partnership shall, in its sole and absolute discretion, have the ability to add or remove subsidiaries of the Operating Partnership as Partnerships under the Agreement, provided, however, that no such subsidiary shall be considered a Partnership under the Agreement unless and until such subsidiary executes and delivers to the Operating Partnership a written agreement substantially in the form attached hereto as Exhibit F pursuant to which such subsidiary shall agree to become a party to, and to be bound by and to comply with the provisions of, the Agreement in the same capacity as a Partnership.

5. Amendment to Exhibits. The parties hereto hereby agree that, as applicable, Exhibit B, Exhibit C and Exhibit D to this Second Amendment shall be deemed to be automatically amended from time to time, without requiring the consent of any party, to reflect the addition or removal of Partnerships by the Operating Partnership in compliance with this Agreement.

6. Amendment and Restatement of Schedule 1. The parties hereto hereby agree that Schedule 1 shall be amended and restated as attached hereto, and such amended and restated Schedule 1 is hereby ratified and approved by the Partnerships.

7. Terms of the Agreement. Except as set forth herein, the Agreement and the terms thereof shall remain in full force and effect.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the Partnerships have executed this Second Amendment to the Amended and Restated Property Insurance Sharing Agreement as of the day and year first above written.

“OPERATING PARTNERSHIP”

XXXXXXX PROPERTIES, L.P.,
a Maryland limited partnership
By:		XXXXXXX PROPERTIES, INC.,
		a Maryland corporation its General Partner
		By:		/s/ XXXXXX X. XXXXXXXXX
		Name:		Xxxxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

S-1

“SERVICES COMPANY”

XXXXXXX PROPERTIES SERVICES, INC.,
a Maryland corporation
By:		/s/ XXXXXX X. XXXXXXXXX
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Treasurer

S-2

“INITIAL SUBSIDIARIES”

North Tower, LLC,

a Delaware limited liability company

By:

North Tower Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-3

Xxxxxxx Properties – 555 W. Fifth, LLC

a Delaware limited liability company

By:

Xxxxxxx Properties – 555 W. Fifth Mezzanine, LLC

a Delaware limited liability company Its sole member

By:

Xxxxxxx Properties, L.P.

a Maryland limited partnership Its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation Its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-4

Xxxxxxx Properties – 611 N. Brand, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – 611 N. Brand Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Glendale, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership Its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-5

Xxxxxxx Properties – Glendale II, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-6

Xxxxxxx Partners – Solana, L.P.,

a Texas limited partnership

By:

Xxxxxxx Partners – Solana GP, LLC,

a Delaware limited liability company its sole general partner

By:

Xxxxxxx Partners – Solana Business Trust,

a Delaware business trust its sole member and manager

By:

/s/ XXXXXX X. XXXXXXX III

Name:

Xxxxxx X. Xxxxxxx III

Title:

Managing Trustee

S-7

Xxxxxxx Partners – Solana Land, L.P.,

a Texas limited partnership

By:

Xxxxxxx Partners – Solana Land GP, LLC,

a Delaware limited liability company its sole general partner

By:

Xxxxxxx Partners – Solana Land Business Trust,

a Delaware business trust its sole member and manager

By:

/s/ XXXXXX X. XXXXXXX III

Name:

Xxxxxx X. Xxxxxxx III

Title:

Managing Trustee

S-8

Xxxxxxx Partners – 000 Xxxxx Xxxxx Xxxxxx, LP

a California limited partnership

By:

Xxxxxxx Partners – 000 Xxxxx Xxxxxx XX, LLC,

a Delaware limited liability company its sole general partner

By:

Xxxxxxx Partners – 000 Xxxxx Xxxxx,

a California limited partnership its sole member

By:

/s/ XXXXXX X. XXXXXXX III

Name:

Xxxxxx X. Xxxxxxx III

Title:

General Partner

X-0

Xxxxxxx Xxxxxx Associates, LLC,

a Delaware limited liability company

By:

Bunker Hill Senior Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Bunker Hill Junior Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

New BHE, LLC

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation Its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-10

Xxxxxxx Partners – Plaza Las Xxxxxxx, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-11

Xxxxxxx Properties – 355 S. Grand, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – 355 S. Grand Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – 355 S. Grand Junior Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-12

Xxxxxxx Xxxxxx Partners – 17th & Grand, LLC,
a Delaware limited liability company
		By:		/s/ XXXXXX X. XXXXXXX III
		Name:		Xxxxxx X. Xxxxxxx III
		Title:		President and Secretary

S-13

Xxxxxxx Properties – One Cal Plaza, LLC

a Delaware limited liability company

By:

Xxxxxxx Macquarie Office, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx MO Manager, LLC,

a Delaware limited liability company its non-member manager

By:

Xxxxxxx Properties Services, Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole stockholder

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-14

“ACQUIRED SUBSIDIARIES”

Xxxxxxx Properties – 777 Tower, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-15

Xxxxxxx Properties – 3301 Exposition, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-16

Xxxxxxx Properties – Lantana South, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-17

Xxxxxxx Properties – Lantana North, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-18

Xxxxxxx Properties – 701 N. Brand, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – TRS Holdings Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings II, LLC,

a Delaware limited liability company its sole stockholder

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-19

Xxxxxxx Properties – 350 X. Xxxxxxxx, LLC

a Delaware limited liability company

By:

Xxxxxxx Properties – 000 X. Xxxxxxxx Xxxxxxxxx, LLC

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-20

Xxxxxxx Properties – 3030 Olympic, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-21

Xxxxxxx Properties – Park Place, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-22

Xxxxxxx Properties – Park Place Hotel, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-23

Xxxxxxx Properties – Park Place Shops, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-24

Xxxxxxx Properties – Park Place Master Development, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-25

Xxxxxxx Properties – Park Place SP Development, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-26

Xxxxxxx Properties – Park Place Parking, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-27

Xxxxxxx Properties – Park Place PS5, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-28

Xxxxxxx Properties – Park Place PS2, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-29

Xxxxxxx Properties – Xxxxxx XX Development, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-30

Xxxxxxx Properties – Xxxxxx XX Campus, LLC,

a Delaware limited liability company

By:

Xxxxxxx Macquarie Office, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx MO Manager, LLC,

a Delaware limited liability company its non-member manager

By:

Xxxxxxx Properties Services, Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole stockholder

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-31

Xxxxxxx Properties – 3161 Xxxxxxxxx, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-32

Xxxxxxx Properties – 3121 Xxxxxxxxx, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-33

Xxxxxxx Properties – 17885 Xxx Xxxxxx, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-34

Xxxxxxx Properties – 801 N. Brand, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – TRS Holdings Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings II, LLC,

a Delaware limited liability company its sole stockholder

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-35

Xxxxxxx Properties – 700 N. Central, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – TRS Holdings Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings II, LLC,

a Delaware limited liability company its sole stockholder

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-36

Xxxxxxx Properties – Pacific Arts Plaza, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings II, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-37

Xxxxxxx Properties – Denver Center, LLC,

a Delaware limited liability company

By:

Xxxxxxx Macquarie Office, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx MO Manager, LLC,

a Delaware limited liability company its non-member manager

By:

Xxxxxxx Properties Services, Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole stockholder

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-38

Xxxxxxx Properties – San Diego Tech Center, LLC,

a Delaware limited liability company

By:

Xxxxxxx Macquarie Office, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx MO Manager, LLC,

a Delaware limited liability company its non-member manager

By:

Xxxxxxx Properties Services, Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole stockholder

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-39

Xxxxxxx Macquarie/ Cerritos I, LLC,

a Delaware limited liability company

By:

Xxxxxxx Macquarie Office, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx MO Manager, LLC,

a Delaware limited liability company its non-member manager

By:

Xxxxxxx Properties Services, Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole stockholder

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-40

Xxxxxxx Properties – Stadium Gateway, L.P.,

a Delaware limited partnership

By:

Xxxxxxx Properties – Stadium Gateway, LLC,

a Delaware limited liability company its sole general partner

By:

Xxxxxxx Macquarie Office, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx MO Manager, LLC,

a Delaware limited liability company its non-member manager

By:

Xxxxxxx Properties Services, Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole stockholder

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-41

Xxxxxxx Properties – 207 Xxxxx, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-42

Xxxxxxx Properties – Two Cal Plaza, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-43

Xxxxxxx Properties – 550 South Hope, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-44

Xxxxxxx Properties – 1920 Main Plaza, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – TRS Holdings Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings II, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-45

Xxxxxxx Properties – 2010 Main Plaza, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – TRS Holdings Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings II, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-46

Xxxxxxx Properties – 18581 Teller, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-47

Xxxxxxx Properties – 2600 Xxxxxxxxx, LLC,

a Delaware limited liability company

By:

MP – 2600 Xxxxxxxxx Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-48

Xxxxxxx Properties – 500 Orange Tower, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-49

Xxxxxxx Properties – Stadium Towers, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Stadium Towers Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-50

Xxxxxxx Properties – City Tower, LLC,

a Delaware limited liability company

By:

MP – City Tower Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – TRS Holdings II Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole stockholder

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-51

Xxxxxxx Properties – Xxxxxxx Towers, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-52

Xxxxxxx Properties –Brea Corporate Place, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-53

Xxxxxxx Properties – Brea Financial Commons, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-54

Xxxxxxx Properties – 3800 Xxxxxxx, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – TRS Holdings II Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole stockholder

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-55

Xxxxxxx Properties – City Parkway, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – City Parkway Mezzanine, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – TRS Holdings II Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole stockholder

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-56

Xxxxxxx Properties – Mission City Center, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings II, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-57

Xxxxxxx Properties – Pacarts West, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-58

Xxxxxxx Properties – 755 X. Xxxxxxxx, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-59

Xxxxxxx Properties – 2385 Northside, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – Holdings II, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties – Holdings I, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-60

Xxxxxxx Properties – 130 S. State College, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.,

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-61

Xxxxxxx Properties – City Plaza, LLC,

a Delaware limited liability company

By:

Xxxxxxx Properties – TRS Holdings II Inc.,

a Maryland corporation its sole member

By:

Xxxxxxx Properties – Holdings IV, LLC,

a Delaware limited liability company its sole stockholder

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

Xxxxxxx Properties, L.P.,

a Maryland limited partnership its sole member

By:

Xxxxxxx Properties, Inc.

a Maryland corporation its sole general partner

By:

/s/ XXXXXX X. XXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxx

Title:

Executive Vice President and Chief Financial Officer

S-62

“EXISTING ENTITIES”

Xxxxxxx Partners – 1733 Ocean, LLC,

a Delaware limited liability company

By:

MP – Ocean Manager I, Inc.

a California corporation its manager

By:

/s/ XXXXXX X. XXXXXXX III

Name:

Xxxxxx X. Xxxxxxx III

Title:

Chief Executive Officer

S-63

Playa Vista – Water’s Edge, LLC,

a Delaware limited liability company

By:

Xxxxxxx Partners SCS, Inc.

a California corporation its manager

By:

/s/ XXXXXX X. XXXXXXX III

Name:

Xxxxxx X. Xxxxxxx III

Title:

Secretary

S-64

Xxxxxxx Partners – Water’s Edge Property Holdings, LLC,

a Delaware limited liability company

By:

MP – Water’s Edge Mezzanine, LLC,

a Delaware limited liability company its manager

By:

MP– Playa Vista – Water’s Edge, LLC,

a Delaware limited liability company its manager

By:

Xxxxxxx Properties – Holdings III, LLC,

a Delaware limited liability company its sole member

By:

/s/ XXXXXX X. XXXXXXX III

Name:

Xxxxxx X. Xxxxxxx III

Title:

Manager

S-65

Xxxxxxx Partners – WAP, LLC,

a Delaware limited liability company

By:

Xxxxxxx Partners SCS, Inc.

a California corporation its manager

By:

/s/ XXXXXX X. XXXXXXX III

Name:

Xxxxxx X. Xxxxxxx III

Title:

President

S-66

IN WITNESS WHEREOF, the undersigned hereby agrees to perform and comply with its obligations and duties under the foregoing Second Amendment to the Amended and Restated Property Insurance Sharing Agreement as of the day and year first above written.

“MANAGER”

XXXXXXX PROPERTIES SERVICES, INC.,
a Maryland corporation
By:		/s/ XXXXXX X. XXXXXXXXX
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Treasurer

S-67

Exhibit A

Initial Subsidiaries

Subsidiary		Property
North Tower, LLC, a Delaware limited liability company		Xxxxx Fargo Tower (Los Angeles), 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 555 W. Fifth, LLC, a Delaware limited liability company		Gas Company Tower, 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx World Trade Center Garage – North, 000 X. Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 611 N. Brand, LLC, a Delaware limited liability company		Glendale Center, 000 X. Xxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx Glendale Center Parking Garage, 000 X. Xxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Glendale II, LLC, a Delaware limited liability company		Land parcel
Xxxxxxx Properties, L.P., a Maryland limited partnership		Xxxxxxx Properties – Corporate Office (Accounting), 000 X. Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxxxx Properties – Corporate Office, 000 X. Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxxxx Properties – Executive Office, 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx

A-1

Exhibit A

Initial Subsidiaries

Subsidiary		Property
Xxxxxxx Partners – Solana, L.P., a Texas limited partnership		Solana – Village Retail Building, 0 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana – Village Xxxxxx Xxxxxx Xxxxxxxx X, 0 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana – Village Center Office Building III, 0 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Campus Circle – Xxxx. 0, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Campus Circle – Xxxx. 0, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Campus Circle – Xxxx. 0, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Campus Circle – Xxxx. 0, 0 Xxxxxx xxxxxx, Xxxxxxxx, Xxxxx Solana Campus Circle – Xxxx. 0, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Campus Circle – Xxxx. 0, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Campus Circle – Xxxx. 0, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Campus Circle – Xxxx. 0, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Sports Club, 0000 Xxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxx Marriott Solana Hotel, 0 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Parking Structure A, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Parking Structure B, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Parking Structure – 0 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana Parking Structure – 0 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Solana – Southlake (Sabre), 0 Xxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx Solana – Southlake Parking Structure, 0 Xxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx Solana – Southlake (Sabre), 0 Xxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx

A-2

Exhibit A

Initial Subsidiaries

Subsidiary		Property
Xxxxxxx Partners – Solana Land, L.P., a Texas limited partnership		Land parcel for future development
Xxxxxxx Partners – 000 Xxxxx Xxxxx Xxxxxx, L.P., a California limited partnership		000 X. Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx Surface Parking – 000 X. Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Library Square Associates, LLC, a Delaware limited liability company		US Bank Tower, 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxxxx Gardens Retail Building (Café Pinot), 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx Westlawn Garage, 000 X. Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Plaza Las Xxxxxxx, LLC, a Delaware limited liability company		Plaza Las Xxxxxxx – Hotel, 000 X. Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx Plaza Las Xxxxxxx – Office, 000 X. Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx Plaza Las Xxxxxxx – Subterranean Parking, 000 X. Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx (owned by city of Pasadena; managed & insured by Xxxxxxx Properties, L.P.)
Xxxxxxx Properties – 355 S. Grand, LLC, a Delaware limited liability company1		KPMG Tower, 000 X. Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx X-2 Garage, 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Xxxxxx Partners – 17th & Grand, LLC, a Delaware limited liability company		17th & Grand Parking Structure, 000 X. Xxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – One Cal Plaza, LLC, a Delaware limited liability company		Xxx Xxx Xxxxx, 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx

¹ As part of refinancing, this entity was created to replace Xxxxxxx Partners – 355 S. Grand, LLC.

A-3

Exhibit B

Acquired Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – 777 Tower, LLC, a Delaware limited liability company		777 Tower, 000 X. Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 777 Tower Parking Structure, 000 X. 0xx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 3301 Exposition, LLC, a Delaware limited liability company		3301 South, 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Lantana South, LLC, a Delaware limited liability company		Lantana Entertainment Media Campus – South, 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Lantana North, LLC, a Delaware limited liability company		Lantana Entertainment Media Campus – North, 0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx Lantana Entertainment Media Campus – North, 0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 701 N. Brand, LLC, a Delaware limited liability company		000 X. Xxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx 701 N. Brand Pkg Structure, 000 Xxxxxxxx, Xxxxxxxx, Xxxxxxxxxx 127 Burchett Pkg Structure, 127 Burchett, Glendale, California (50% interest)
Xxxxxxx Properties – 350 X. Xxxxxxxx, a Delaware limited liability company		World Trade Center Garage – North, 000 X. Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 3030 Olympic, LLC, a Delaware limited liability company		3302 East, 0000 Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Park Place, LLC, a Delaware limited liability company		Park Place I, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Park Place I – Building 2, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Park Place I – Building 3, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Park Place I – Building 4, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Park Place I – Building 5, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Park Place I – Building 6, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Park Place I – Building 7, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Park Place I – Building 8, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx

B-1

Exhibit B

Acquired Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – Park Place Hotel, LLC, a Delaware limited liability company		Land parcel
Xxxxxxx Properties – Park Place Shops, LLC, a Delaware limited liability company		Shops at Park Place – 0000 Xxxxxxxxx Xxxxx, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Shops at Park Place – 2961 – 2963 Xxxxxxxxx Drive, 2961 – 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Shops at Park Place – 0000 Xxxxxxxxx Xxxxx, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Shops at Park Place – 2981 – 2983 Xxxxxxxxx Drive, 2981 – 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Shops at Park Place – 0000 Xxxxxxxxx Xxxxx, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Shops at Park Place – 3021 – 3041 Xxxxxxxxx Drive, 3021 – 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Shops at Park Place – 0000 Xxxxxxxxx Xxxxx, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Park Place Master Development, LLC, a Delaware limited liability company		Land parcel
Xxxxxxx Properties – Park Place SP Development, LLC, a Delaware limited liability company		Land parcel
Xxxxxxx Properties – Park Place Parking, LLC, a Delaware limited liability company		Park Place II – Parking Structure #1, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx Park Place II – Parking Structure #6, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Park Place PS5, LLC, a Delaware limited liability company		Park Place II – Parking Structure #5, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Park Place PS2, LLC, a Delaware limited liability company		Park Place II – Parking Structure #2, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Xxxxxx XX Development, LLC, a Delaware limited liability company		Common areas of Washington Mutual Irvine Campus

B-2

Exhibit B

Acquired Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – Xxxxxx XX Campus, LLC, a Delaware limited liability company		Washington Mutual Irvine Campus – Bldg A, 17875 Xxx Xxxxxx Avenue., Irvine, California Washington Mutual Irvine Campus – Bldg B, 17877 Xxx Xxxxxx Avenue., Irvine, California Washington Mutual Irvine Campus – Xxxx X, 00000 Xxxxxxxx Xxxxxx., Xxxxxx, Xxxxxxxxxx Washington Mutual Irvine Campus – Xxxx X, 00000 Xxxxxxx Xxxxxx., Xxxxxx, Xxxxxxxxxx Washington Mutual Irvine Campus – Bldg. A. – Pkg Structure, 00000 Xxx Xxxxxx Xxxxxx., Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 3161 Michelson, LLC, a Delaware limited liability company		Park Place II – 3161 Bldg., 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 3121 Xxxxxxxxx, LLC, a Delaware limited liability company		Park Place II – 3121 Bldg., 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 17885 Xxx Xxxxxx, LLC, a Delaware limited liability company		Washington Mutual Irvine Campus – Bldg. A. – Pkg Structure, 00000 Xxx Xxxxxx Xxxxxx., Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 801 N. Brand, LLC, a Delaware limited liability company		000 X. Xxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 700 N. Central, LLC, a Delaware limited liability company		000 X. Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 000 Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx (50% interest)

B-3

Exhibit B

Acquired Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – Pacific Arts Plaza, LLC, a Delaware limited liability company		Pacific Arts Plaza I – Comerica Tower, 000 Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – Ditech Tower, 0000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – BofA Tower, 000 Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – Jerry’s Deli, 0000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – Chat Noir, 000 Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – TGIF Restaurant, 000 Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – Mastros, 000 Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – Surface Parking Lot, 0000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – Central Plant, 0000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza I – Parking Structure, 0000 Xxxxxx xx xxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza IV, 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx Pacific Arts Plaza IV (Parking Structure), 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx
Xxxxxxx Properties – Denver Center, LLC, a Delaware limited liability company		Xxxxx Fargo Denver Center, 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx Xxxxx Fargo Denver Center (Parking Structure), 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx

B-4

Exhibit B

Acquired Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – San Diego Tech Center, LLC, a Delaware limited liability company		San Diego Tech Center 1, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center 2, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center 3, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center 3D, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center 4, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center 5, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center 5A, 00000 Xxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center 5B, 00000 Xxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center 5C, 00000 Xxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center – Fitness Center, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx San Diego Tech Center – Restaurant, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx
Xxxxxxx Macquarie/Cerritos I, LLC, a Delaware limited liability company		Cerritos I, 00000 Xxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx Cerritos I (Parking Structure), 00000 Xxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx Cerritos II, 12911 000 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Stadium Gateway, L.P., a Delaware limited partnership		0000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxxx
Xxxxxxx Properties – 207 Xxxxx, LLC, a Delaware limited liability company		000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx (parcel under development)
Xxxxxxx Properties – Two Cal Plaza, LLC, a Delaware limited liability company		Xxx Xxx Xxxxx, 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 550 South Hope, LLC, a Delaware limited liability company		000 X. Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx

B-5

Exhibit B

Acquired Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – 1920 Main Plaza, LLC, a Delaware limited liability company		0000 Xxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 1910 Main Plaza – El Torito, 0000 Xxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 1970 Main Plaza – Parking Structure, 0000 Xxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 2010 Main Plaza, LLC, a Delaware limited liability company		0000 Xxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 2010 Main Plaza – XxXxxxxxx’x, 0000 Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 18581 Teller, LLC, a Delaware limited liability company		00000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 2600 Xxxxxxxxx, LLC, a Delaware limited liability company		0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 2600 Xxxxxxxxx – Parking Structure, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 500 Orange Tower, LLC, a Delaware limited liability company		500 Orange Tower – Tower A, 000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx 500 Orange Tower – Xxxx 0, 000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx, California 500 Orange Tower – Parking Structure, 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Stadium Towers, LLC, a Delaware limited liability company		Stadium Tower Plaza, 0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx Stadium Tower Plaza – Development, 0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx Stadium Tower Plaza – Parking Structure, 0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – City Tower, LLC, a Delaware limited liability company		City Tower, 000 Xxxx Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx City Tower – Parking Structure, 000 Xxxx Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Xxxxxxx Towers, LLC, a Delaware limited liability company		Xxxxxxx Towers V – 5 Xxxxxx, 0 Xxxxxx Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx Xxxxxxx Towers V – 6 Xxxxxx, 0 Xxxxxx Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx Xxxxxxx Towers V – Parking Structure, 0X Xxxxxx Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx

B-6

Exhibit B

Acquired Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – Brea Corporate Place, LLC, a Delaware limited liability company		Brea Corporate Place – 135, 000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxx, Xxxxxx, Xxxxxxxxxx Brea Corporate Place – 145, 000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxx, Xxxxxx, Xxxxxxxxxx Brea Corporate Place – Parking Structure, 000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Brea Financial Commons, LLC, a Delaware limited liability company		Brea Financial Commons – 100, 000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxx, Xxxxxx, Xxxxxxxxxx Brea Financial Commons – 120, 000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxx, Xxxxxx, Xxxxxxxxxx Brea Financial Commons – 140, 000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 3800 Xxxxxxx, LLC, a Delaware limited liability company		The City – 3800 Chapman, 0000 X. Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – City Parkway, LLC, a Delaware limited liability company		City Parkway – 500, 000 Xxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx City Parkway – 505, 000 Xxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx City Parkway – 600, 000 Xxxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Mission City Center, LLC, a Delaware limited liability company		Mission City Center – Bldg. A, 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx Mission City Center – Bldg. B, 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx Mission City Center – Xxxx. X, 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx Mission City Center – Parking Structure, 2355 – 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx Mission City Center – Parking Structure #2, 2355 – 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Pacarts West, LLC, a Delaware limited liability company		Pacific Arts Plaza – Surface Parking 0000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx
Xxxxxxx Properties – 755 X. Xxxxxxxx, LLC, a Delaware limited liability company		Land parcel
Xxxxxxx Properties – 2385 Northside, LLC, a Delaware limited liability company		Building Structure D, 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx

B-7

Exhibit B

Acquired Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – 130 S. State College, LLC, a Delaware limited liability company		000 X. Xxxxx Xxxxxxx Xxxxxxxxx, Xxxx, Xxxxxxxxxx
Xxxxxxx Properties – City Plaza, LLC, a Delaware limited liability company		City Plaza, 000 Xxxx Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx

B-8

Exhibit C

Disposed Subsidiaries

Subsidiary		Property
Xxxxxxx Partners – 355 S. Grand, LLC, a Delaware limited liability company2		KPMG Tower (Xxxxx Fargo Center South), 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 000 X. Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Partners – Plaza Las Xxxxxxx, LLC, a Delaware limited liability company		Plaza Las Xxxxxxx, 000 X. Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx Plaza Las Xxxxxxx, 000 X. Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 808 S. Olive, LLC, a Delaware limited liability company		000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx/Cerritos I, LLC, a Delaware limited liability company		Cerritos Corporate Center Phase I, 00000 Xxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx Cerritos Corporate Center Phase II, 00000 Xxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx
Xxxxxxx Partners – 1733 Ocean, LLC, a California limited liability company		0000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
Xxxxxxx Partners – 385 Colorado, LLC, a Delaware limited liability company		Plaza Las Xxxxxxx – Phase II (Western Asset Plaza), 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx

² Disposed in connection with refinancing.

C-1

Exhibit D

Existing Entities

Subsidiary		Property
Xxxxxxx Partners – 1733 Ocean, LLC, a Delaware limited liability company		0000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxx Properties – Executive Office, 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx
Playa Vista – Water’s Edge, LLC, a Delaware limited liability company		Playa Vista – Water’s Edge
Xxxxxxx Partners – Water’s Edge Property Holdings, LLC, a Delaware limited liability company		Water’s Edge – 0000 Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx Water’s Edge – 0000 Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx Surface Parking – 0000 Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Xxxxxxx Partners – WAP, LLC, a Delaware limited liability company		Plaza Las Xxxxxxx – Phase II (Western Asset Plaza), 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx

D-1

Exhibit E

Interim Subsidiaries

Subsidiary		Property
Xxxxxxx Properties – Regents Square, LLC		Regents Square – Building 1, 0000 Xxxxxxxxx Xxxxxx, Xx Xxxxx, Xxxxxxxxxx Regents Square – Building 2, 0000 Xxxxxxxxx Xxxxxx, Xx Xxxxx, Xxxxxxxxxx Regents Square – Building 3, 0000 Xxxxxxxxx Xxxxxx, Xx Xxxxx, Xxxxxxxxxx Regents Square – Parking Structure, 0000 Xxxxxxxxx Xxxxxx, Xx Xxxxx, Xxxxxxxxxx
Xxxxxxx Properties – 18301 Xxx Xxxxxx, LLC		00000 Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Tower 17, LLC		Tower Seventeen – Parking Structure, 00000 Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Propeties – 1100 Executive Tower, LLC		1100 Executive Tower, 0000 Xxxx & Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx 0000 Executive Tower – Parking Structure, 000 X. Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxx
Xxxxxxx Properties – Lincoln Town Center, LLC		Lincoln Town Center, 0000 Xxxxx Xxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx Lincoln Town Center – Parking Structure, 0000 Xxxxx Xxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx

E-1

Exhibit F

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to the Amended and Restated Property Insurance Sharing Agreement, dated as of June 27, 2003 by and among XXXXXXX PROPERTIES, L.P., a Maryland limited partnership (the “Operating Partnership”), XXXXXXX PROPERTIES SERVICES, INC., a Maryland corporation (the “Services Company” or the “Manager”) and the Partnerships signatory thereto, as amended from time to time (the “Insurance Sharing Agreement”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Insurance Sharing Agreement.

By executing and delivering this Joinder Agreement to the Operating Partnership, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Insurance Sharing Agreement in the same manner as if the undersigned were an original signatory to such agreement.

The undersigned agrees that he shall be a Partnership as such term is defined in the Operating Agreement.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the      day of                     ,         .

Signature of Partnership