exhibit 10. 45 master agreement for debt and equity restructure of city national plaza this master agreement for debt and equity restructure of city national plaza ( this “ agreement ” ) is made and entered into as of february 19, 2010, by and among the california state teachers ’ retirement system, a public entity ( “ calstrs ” ), cnp investor, llc, a delaware limited liability company ( “ cnp investor ” ), thomas properties group, l. p., a maryland limited partnership ( “ tpg ” ), tpg / calstrs, llc, a delaware limited liability company ( “ tpg / calstrs ” ), tpga, llc, a delaware limited liability company ( “ tpga ” ), tpg plaza investments, llc, a delaware limited liability company ( “ tpg plaza investments ” ), 505 flower associates, llc, a delaware limited liability company ( “ guarantor ” ), 515 / 555 flower junior mezzanine associates, llc, a delaware limited liability company ( “ junior mezzanine borrower ” ), 515 / 555 flower mezzanine associates, llc, a delaware limited liability company ( “ senior mezzanine borrower ” ), and 515 / 555 flower associates, llc, a delaware limited liability company ( “ mortgage borrower ” ). the capitalized terms used in this agreement, including without limitation any schedules, appendices and exhibits to this agreement, and not otherwise defined shall have the meanings given to such terms in exhibit “ a ”. recitals a. tpg / calstrs owns indirectly through a series of wholly owned subsidiaries ( the “ title holding subsidiaries ” ) that certain office complex commonly known as city national plaza, located at 505 – 555 south flower street, los angeles, california ( the “ project ” ). tpg and calstrs are the sole members of tpg / calstrs. the current ownership structure for the project is shown on exhibit “ b ” attached hereto. b. tpga is a title holding subsidiary directly and wholly owned by tpg / calstrs. c. tpg plaza investments is a title holding subsidiary directly and wholly owned by tpga. d. in connection with a prior restructure of the ownership of tpg plaza investments, tpg plaza investments entered into a financing arrangement with certain of its prior members referred to herein as the picerne / kings capital