0001193125-11-128792 Sample Contracts

SECOND AMENDED AND RESTATED PROMISSORY NOTE (MEZZANINE A LOAN)
Piedmont Office Realty Trust, Inc. • May 5th, 2011 • Operators of nonresidential buildings

THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (MEZZANINE A LOAN) (this “Note”) is effective as of this 26th day of February, 2008, by and between BROADWAY 500 WEST MONROE MEZZ I LLC, a Delaware limited liability company, having its principal place of business at c/o Broadway Partners, 375 Park Avenue, Suite 2107, New York, New York 10152, as borrower (“Borrower”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1221 Avenue of the Americas, New York, New York 10020, as lender (together with its successors and assigns, “Lender”).

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LOAN AGREEMENT between BROADWAY 500 WEST MONROE FEE LLC, as Borrower and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Lender Dated as of July 11, 2007
Loan Agreement • May 5th, 2011 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings

THIS LOAN AGREEMENT, dated as of July 11, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1221 Avenue of the Americas, New York, New York 10020 (“Lender”) and BROADWAY 500 WEST MONROE FEE LLC, a Delaware limited liability company, having its principal place of business at c/o Broadway Partners, 375 Park Avenue, Suite 2107, New York, New York 10152 (“Borrower”).

FIRST OMNIBUS AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (MEZZANINE A LOAN)
Loan Agreement • May 5th, 2011 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings • New York

THIS FIRST OMNIBUS AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (MEZZANINE A LOAN), effective as of August 15, 2007 (this “Amendment”), between BROADWAY 500 WEST MONROE MEZZ I LLC, a Delaware limited liability company (“Borrower”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (“Lender”).

PROMISSORY NOTE (MEZZANINE A LOAN)
Piedmont Office Realty Trust, Inc. • May 5th, 2011 • Operators of nonresidential buildings

FOR VALUE RECEIVED, BROADWAY 500 WEST MONROE MEZZ I LLC, a Delaware limited liability company, as maker, having its principal place of business at c/o Broadway Partners, 375 Park Avenue, Suite 2107, New York, New York 10152 (“Borrower”), hereby unconditionally promises to pay to the order of MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1221 Avenue of the Americas, New York, New York 10020, as payee (together with its successors and assigns, “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of SIXTY FIVE MILLION SIX HUNDRED THOUSAND and 00/100 DOLLARS ($65,600,000.00) or so much thereof as may be advanced by Lender to Borrower, in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Applicable Interest Rate and to be paid in accordance with the terms of this Note and that certain Mezzanine A Loan Agr

MEZZANINE A LOAN AGREEMENT between BROADWAY 500 WEST MONROE MEZZ I LLC, as Borrower and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Lender Dated as of July 11, 2007
Management Agreement • May 5th, 2011 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings • New York

THIS MEZZANINE A LOAN AGREEMENT, dated as of July 11, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1221 Avenue of the Americas, New York, New York 10020 (“Lender”) and BROADWAY 500 WEST MONROE MEZZ I LLC, a Delaware limited liability company, having its principal place of business at c/o Broadway Partners, 375 Park Avenue, Suite 2107, New York, New York 10152 (“Borrower”).

FIRST OMNIBUS AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (MORTGAGE LOAN)
Loan Agreement • May 5th, 2011 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings • New York

THIS FIRST OMNIBUS AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, effective as of August 15, 2007 (this “Amendment”), between BROADWAY 500 WEST MONROE FEE LLC, a Delaware limited liability company (“Borrower”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (“Lender”).

SECOND OMNIBUS AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (MEZZANINE A LOAN)
Loan Agreement • May 5th, 2011 • Piedmont Office Realty Trust, Inc. • Operators of nonresidential buildings • New York

THIS SECOND OMNIBUS AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (MEZZANINE A LOAN), effective as of February 26, 2008 (this “Amendment”), between BROADWAY 500 WEST MONROE MEZZ I LLC, a Delaware limited liability company (“Borrower”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (“Lender”).

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