GUARANTY OF RECOURSE OBLIGATIONSBrookfield DTLA Fund Office Trust Investor Inc. • March 20th, 2017 • Real estate investment trusts • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of July 11, 2016 by BROOKFIELD DTLA HOLDINGS LLC, a Delaware limited liability company, as guarantor, having an address at 250 Vesey Street, 15th floor, New York, New York 10281-1023 (“Guarantor”), for the benefit of DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (“DB”), and of BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”, collectively with DB, together with their respective successors and/or assigns, “Lender”).
NON-RECOURSE CARVEOUT GUARANTYNon-Recourse Carveout Guaranty • March 20th, 2017 • Brookfield DTLA Fund Office Trust Investor Inc. • Real estate investment trusts • New York
THIS NON-RECOURSE CARVEOUT GUARANTY (this “Guaranty”) is executed as of December 2, 2016 by BROOKFIELD DTLA HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, collectively, “Guarantor”), for the benefit of H/2 FINANCIAL FUNDING I LLC, a Delaware limited liability company (together with its successors and assigns, and such co-lenders as may exist from time to time, collectively, “Lender”).
LOAN AGREEMENTLoan Agreement • March 20th, 2017 • Brookfield DTLA Fund Office Trust Investor Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of December 2, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement” or sometimes “Loan Agreement”), between H/2 FINANCIAL FUNDING I LLC, a Delaware limited liability company, as lender (together with its successors and assigns and such other co-Lender as may exist from time to time, collectively, “Lender”), and MAGUIRE PROPERTIES-355 S. GRAND, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, collectively, “Borrower”).
MEZZANINE LOAN AGREEMENT Dated as of July 11, 2016 Between MAGUIRE PROPERTIES–555 W. FIFTH MEZZ I, LLC as Borrower and DEUTSCHE BANK AG, NEW YORK BRANCH and BARCLAYS BANK PLC collectively, as LenderMezzanine Loan Agreement • March 20th, 2017 • Brookfield DTLA Fund Office Trust Investor Inc. • Real estate investment trusts • New York
Page ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 Section 1.1 Specific Definitions. 1 Section 1.2 Index of Other Definitions. 19 Section 1.3 Principles of Construction. 21 ARTICLE 2 THE LOAN 21 Section 2.1 The Loan. 21 2.1.1 Agreement to Lend and Borrow. 21 2.1.2 Single Disbursement to Borrower. 21 2.1.3 The Note. 21 2.1.4 Use of Proceeds. 21 Section 2.2 Interest Rate. 21 2.2.1 Interest Rate. 21 2.2.2 Default Rate. 22 2.2.3 Interest Calculation. 22 2.2.4 Usury Savings. 22 Section 2.3 Loan Payments. 22 2.3.1 Payments. 22 2.3.2 Payments Generally. 23 2.3.3 Payment on Maturity Date. 23 2.3.4 Late Payment Charge. 23 2.3.5 Method and Place of Payment. 23 Section 2.4 Prepayments. 23 2.4.1 Prepayments. 23 2.4.2 Voluntary Prepayments. 24 2.4.3 Open Prepayment. 24 2.4.4 Mandatory Prepayments. 24 2.4.5 Prepayments After Default. 25 2.4.6 Release on Payment in Full. 25 2.4.7 Prepayment Conditions. 26 ARTICLE 3 REPRESENTATIONS AND
LOAN AGREEMENT Dated as of July 11, 2016 Between MAGUIRE PROPERTIES–555 W. FIFTH, LLC and MAGUIRE PROPERTIES – 350 S. FIGUEROA, LLC, collectively, as Borrower and DEUTSCHE BANK AG, NEW YORK BRANCH and BARCLAYS BANK PLC collectively, as LenderLoan Agreement • March 20th, 2017 • Brookfield DTLA Fund Office Trust Investor Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of July 11, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (together with its successors and assigns, “Deutsche Bank”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, and BARCLAYS BANK PLC, a public limited company registered in England and Wales (together with its successors and assigns, “Barclays”), having an address at 745 Seventh Avenue, New York, New York 10019 (each, a “Co-Lender” and, collectively, “Lender”), and MAGUIRE PROPERTIES–555 W. FIFTH, LLC, a Delaware limited liability company (together with its permitted successors and assigns, collectively, “555 W. Fifth Borrower”) and MAGUIRE PROPERTIES – 350 S. FIGUEROA, LLC, a Delaware limited liability company (together with its permitted successors and assigns, co
