10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-11312

___________________________________________________

COUSINS PROPERTIES INCORPORATED

(Exact name of registrant as specified in its charter)

Georgia	58-0869052
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
191 Peachtree Street NE, Suite 500, Atlanta, Georgia	30303-1740
(Address of principal executive offices)	(Zip Code)
(404) 407-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of Exchange on which registered
Common Stock ($1 par value)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

___________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of June 30, 2016, the aggregate market value of the common stock of Cousins Properties Incorporated held by non-affiliates was $2,054,466,742 based on the closing sales price as reported on the New York Stock Exchange. As of February 9, 2017, 393,648,519 shares of common stock were outstanding. 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement for the annual stockholders meeting to be held on April 25, 2017 are incorporated by reference into Part III of this Form 10-K.

Table of Contents

PART I
Item 1.	Business	2
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
Item X.	Executive Officers of the Registrant	17
PART II
Item 5.	Market for Registrant’s Common Stock and Related Stockholder Matters	18
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	35
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	37
Item 9A.	Controls and Procedures	37
Item 9B.	Other Information	39
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	39
Item 11.	Executive Compensation	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39
Item 14.	Principal Accountant Fees and Services	39
PART IV
Item 15.	Exhibits and Financial Statement Schedules	39
SIGNATURES		44

FORWARD-LOOKING STATEMENTS

Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Annual Report on Form 10-K for the year ended December 31, 2016 and as itemized herein. These forward-looking statements include information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, and objectives. They also include, among other things, statements regarding subjects that are forward-looking by their nature, such as:

• our business and financial strategy;

•our ability to obtain future financing arrangements;

•future acquisitions and future dispositions of operating assets;

•future acquisitions of land;

•future development and redevelopment opportunities;

•future dispositions of land and other non-core assets;

•future issuances and repurchases of common stock;

•projected operating results;

•market and industry trends;

•future distributions;

•projected capital expenditures; 

•interest rates;

• the impact of the transactions involving us, Parkway Properties, Inc. ("Parkway") and Parkway, Inc. ("New Parkway"), including future financial and operating results, plans, objectives, expectations and intentions;

• operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders;

• impact of the transactions with Parkway and New Parkway on tenants, employees, stockholders and other constituents of the combined company; and

•integrating Parkway with us.

Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of our future performance, taking into account information currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following:

• the availability and terms of capital and financing;

• the ability to refinance or repay indebtedness as it matures;

• the failure of purchase, sale, or other contracts to ultimately close;

• the failure to achieve anticipated benefits from acquisitions and investments or from dispositions;

• the potential dilutive effect of common or preferred stock offerings;

• the impact of future financing arrangements including secured and unsecured indebtedness;

• the failure to achieve benefits from the repurchase of common stock;

• the availability of buyers and pricing with respect to the disposition of assets;

• risks and uncertainties related to national and local economic conditions, the real estate industry in general, and the commercial real estate markets in particular;

• changes to our strategy with regard to land and other non-core holdings that require impairment losses to be recognized;

• leasing risks, including the ability to obtain new tenants or renew expiring tenants, the ability to lease newly developed and/or recently acquired space, and the risk of declining leasing rates;

• the adverse change in the financial condition of one or more of our major tenants;

• volatility in interest rates and insurance rates;

• competition from other developers or investors;

• the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk);

• the loss of key personnel;

• the potential liability for uninsured losses, condemnation, or environmental issues;

• the potential liability for a failure to meet regulatory requirements;

• the financial condition and liquidity of, or disputes with, joint venture partners;

• any failure to comply with debt covenants under credit agreements;

• any failure to continue to qualify for taxation as a real estate investment trust and meet regulatory requirements;

• the ability to successfully integrate our operations and employees in connection with the transactions with Parkway and New Parkway;

• the ability to realize anticipated benefits and synergies of the transactions with Parkway and New Parkway;

• risks associated with litigation resulting from the transactions with Parkway and from liabilities or contingent liabilities assumed in the transactions with Parkway and New Parkway;

• risks associated with any errors or omissions in financial or other information of Parkway that has been previously provided to the public;

• material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities;

• potential changes to tax legislation;

• potential changes to state, local or federal regulations applicable to our business;

• changes in demand for properties;

• risks associated with the acquisition, development, expansion, leasing and management of properties;

• significant costs related to uninsured losses, condemnation, or environmental issues;

• the amount of the costs, fees, expenses and charges related to the transactions with Parkway; and

• those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by us.

The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, we can give no assurance that such plans, intentions, or expectations will be achieved. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information, or otherwise, except as required under U.S. federal securities laws.

PART I

Item 1. Business

Corporate Profile

Cousins Properties Incorporated (the “Registrant” or “Cousins”) is a Georgia corporation, which has elected to be taxed as a real estate investment trust (“REIT”). Through October 5, 2016, Cousins conducted all of its business on its own account or through wholly or partially owned entities, some of which were consolidated with Cousins and some of which were not consolidated and were accounted for under the equity method. One of the consolidated entities was Cousins TRS Services LLC ("CTRS"), a taxable entity which owns and manages its own real estate portfolio and performs certain real estate related services for other parties. In connection with a series of transactions with Parkway Properties, Inc. ("Parkway") and Parkway, Inc. ("New Parkway"), including a merger and spin-off, Cousins Properties LP ("CPLP") was formed. On October 6, 2016, the closing date of the merger with Parkway, Cousins contributed, or caused to be contributed, substantially all of Parkway's and Cousins' assets and liabilities not pertaining to the ownership of real properties in Houston, Texas to CPLP, including CTRS, and began conducting substantially all of its operations through CPLP. Cousins owns approximately 98% of CPLP, and CPLP is consolidated with Cousins. On October 7, 2016, the closing date of the spin-off of New Parkway, Cousins contributed all of Cousins' assets and liabilities pertaining to the ownership of real properties in Houston, Texas, to a subsidiary of New Parkway. Cousins, CPLP, their subsidiaries and CTRS combined are hereafter referred to as “we,” “us,” “our” and the “Company.” Our common stock trades on the New York Stock Exchange under the symbol “CUZ.”

Our operations are conducted through a number of segments based on our method of internal reporting, which classifies operations by property type and geographical area. For financial information related to each of our operating segments, see note 18 to the consolidated financial statements included in this Annual Report on Form 10-K.

Company Strategy

Our strategy is to create value for our stockholders through the acquisition, development, ownership, and management of Class A office assets and opportunistic mixed-use developments in Sunbelt markets, with a particular focus on Georgia, Texas, North Carolina, Florida, and Arizona. This strategy is based on a simple platform, trophy assets, opportunistic investments, and a strong balance sheet. This approach enables us to maintain a targeted, asset-specific approach to investing where we seek to leverage our acquisition and development skills, relationships, market knowledge, and operational expertise.

2016 Activities

Our 2016 activities were highlighted by the merger with Parkway and simultaneous spin-off of the combined companies' Houston business into a separate public company, New Parkway. As a result of the merger and spin-off and as a result of the activities listed below, we added, on a net basis, 16 properties and 1.6 million square feet of space to our pre-merger portfolio. We added properties in our existing markets of Atlanta, Charlotte, and Austin and added properties in new markets including Phoenix, Tampa, and Orlando. After the merger and spin-off but before December 31, 2016, we executed a series of transactions associated with the new properties and new entities that we acquired in the merger with Parkway. These transactions included the following:

• Sold Two Liberty Place, a 941,000 square-foot office building in Philadelphia for gross proceeds of $219 million. Two Liberty Place was acquired in the merger with Parkway and was owned in a joint venture in which the Company had a 19% interest.

• Sold Lincoln Place, a 140,000 square-foot office building in Miami, for gross proceeds of $80 million.

• Sold The Forum, a 220,000 square-foot office building in Atlanta, for gross proceeds of $70 million.

• Purchased Teachers Retirement Systems of Texas' equity interest in Fund II for $279 million. Fund II was comprised of cash from the recent sale of Two Liberty Place in Philadelphia as well as the Hayden Ferry buildings in Phoenix and 3344 Peachtree in Atlanta. Cousins now owns 100% of these buildings. Simultaneously with this purchase, the mortgages secured by Hayden Ferry were repaid and the associated interest rate swaps were terminated.

• Executed an agreement with American Airlines to terminate their full building lease in Phoenix and simultaneously executed an 11-year lease with ADP to backfill the entire building. As part of the agreement, Cousins will purchase American Airlines' 25% ownership interest in the building for $19.6 million during the first quarter of 2017.

• Repaid two mortgages totaling $55 million secured by Citrus Center in Orlando and Corporate Center IV in Tampa.

In addition, during 2016, we engaged in other activities that were not directly related to the merger and spin-off with Parkway and New Parkway. The following is a summary of these activities:

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Investment Activity

• Entered into a 50-50 joint venture named DC Charlotte Plaza LLLP between the Company and Dimensional Fund Advisors ("DFA") for the purpose of developing and constructing a 282,000 square foot building which will serve as DFA's regional headquarters building in Charlotte with a total estimated cost of $94 million. The joint venture entered into a 16-year, build-to-suit lease with DFA.

• Commenced development of 8000 Avalon, a 224,000 square foot office building in Atlanta with a total estimated cost of $73 million. The project is owned by HICO Avalon LLC, a joint venture in which the Company has a 90% interest.

• Signed a 16-year, build-to-suit lease with NCR Corporation for the second phase of its world headquarters in Atlanta. Phase II of this development is comprised of a 260,000 square foot office building with a total estimated cost of $119 million.

Disposition Activity

• Sold 100 North Point Center East, a 129,000 square foot office building in Atlanta, for a gross sales price of $22.0 million.

• Sold One Ninety One Peachtree, a 1.2 million square foot office building in Atlanta, for a gross sales price of $267.5 million.

Financing Activity

• Closed two, 10-year mortgages secured by Fifth Third Center and Colorado Tower that generated $270 million in proceeds at a weighted average interest rate of 3.41%.

• Closed a five-year, $250 million senior unsecured term loan.

Portfolio Activity

• Leased or renewed 2.4 million square feet of office space.

• Increased second generation net rent per square foot by 20.0% on a straight-line basis and 10.3% on a cash basis.

• Increased same property net operating income by 6.1% on a GAAP basis and 8.4% on a cash basis.

Environmental Matters

Our business operations are subject to various federal, state, and local environmental laws and regulations governing land, water, and wetlands resources. Among these are certain laws and regulations under which an owner or operator of real estate could become liable for the costs of removal or remediation of certain hazardous or toxic substances present on or in such property. Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure to properly remediate such substances, may subject the owner to substantial liability and may adversely affect the owner’s ability to develop the property or to borrow using such real estate as collateral.

We typically manage this potential liability through performance of Phase I Environmental Site Assessments and, as necessary, Phase II environmental sampling, on properties we acquire or develop, although no assurance can be given that environmental liabilities do not exist, that the reports revealed all environmental liabilities, or that no prior owner (including Parkway, where applicable) created any material environmental condition not known to us. In certain situations, we have also sought to avail ourselves of legal and regulatory protections offered by federal and state authorities to prospective purchasers of property. Where applicable studies have resulted in the determination that remediation was required by applicable law, the necessary remediation is typically incorporated into the acquisition or development activity of the relevant property. We are not aware of any environmental liability that we believe would have a material adverse effect on our business, assets, or results of operations.

Certain environmental laws impose liability on a previous owner of a property to the extent that hazardous or toxic substances were present during the prior ownership period. A transfer of the property does not necessarily relieve an owner of such liability. Thus, although we are not aware of any such situation, we may have such liabilities on properties previously sold. We believe that we and our properties are in compliance in all material respects with applicable federal, state, and local laws, ordinances, and regulations governing the environment.

Competition

We compete with other real estate owners with similar properties located in our markets and distinguish ourselves to tenants/buyers primarily on the basis of location, rental rates/sales prices, services provided, reputation, and the design and

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condition of the facilities. We also compete with other real estate companies, financial institutions, pension funds, partnerships, individual investors, and others when attempting to acquire and develop properties.

Executive Offices; Employees

Our executive offices are located at 191 Peachtree Street NE, Suite 500, Atlanta, Georgia 30303-1740. On December 31, 2016, we employed 279 people.

Available Information

We make available free of charge on the “Investor Relations” page of our website, www.cousinsproperties.com, our filed and furnished reports on Forms 10-K, 10-Q, and 8-K, and all amendments thereto, as soon as reasonably practicable after the reports are filed with or furnished to the Securities and Exchange Commission (the “SEC”).

Our Corporate Governance Guidelines, Director Independence Standards, Code of Business Conduct and Ethics, and the Charters of the Audit Committee, the Investment Committee, and the Compensation, Succession, Nominating and Governance Committee of the Board of Directors are also available on the “Investor Relations” page of our website. The information contained on our website is not incorporated herein by reference. Copies of these documents (without exhibits, when applicable) are also available free of charge upon request to us at 191 Peachtree Street NE, Suite 500, Atlanta, Georgia 30303-1740, Attention: Investor Relations or by telephone at (404) 407-1898 or by facsimile at (404) 407-1899. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC at www.sec.gov.

Item 1A. Risk Factors

Set forth below are the risks we believe investors should consider carefully in evaluating an investment in the securities of Cousins Properties Incorporated.

General Risks of Owning and Operating Real Estate

Our ownership of commercial real estate involves a number of risks, the effects of which could adversely affect our business.

General economic and market risks. Our assets are subject to general economic and market risks. As such, in a general economic decline or recessionary climate, our assets may not generate sufficient cash to pay expenses, service debt, or cover maintenance, and, as a result, our results of operations and cash flows may be adversely affected. Factors that may adversely affect the economic performance and value of our properties include, among other things:

• changes in the national, regional, and local economic climate;

• local real estate conditions such as an oversupply of rentable space or a reduction in demand for rentable space;

• the attractiveness of our properties to tenants or buyers;

• competition from other available properties;

• changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent, tenant allowances, and tenant improvement allowances;

• uninsured losses as a result of casualty events; and

• the need to periodically repair, renovate, and re-lease buildings.

Uncertain economic conditions may adversely impact current tenants in our various markets and, accordingly, could affect their ability to pay rents owed to us pursuant to their leases. In periods of economic uncertainty, tenants are more likely to close less profitable locations and/or to declare bankruptcy; and, pursuant to various bankruptcy laws, leases may be rejected and thereby terminated. Furthermore, our ability to sell or lease our properties at favorable rates, or at all, may be negatively impacted by general or local economic conditions.

Our ability to collect rent from tenants may affect our ability to pay for adequate maintenance, insurance, and other operating costs (including real estate taxes). Also, the expense of owning and operating a property is not necessarily reduced when circumstances such as market factors cause a reduction in income from the property. If a property is mortgaged and we are unable to meet the mortgage payments, the lender could foreclose on the mortgage and take title to the property. In addition, interest rate levels, availability of financing, changes in laws, and governmental regulations (including those governing usage, zoning, and taxes) may adversely affect our financial condition.

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Impairment risks. We regularly review our real estate assets for impairment; and based on these reviews, we may record impairment losses that have an adverse effect on our results of operations. Negative or uncertain market and economic conditions, as well as market volatility, increase the likelihood of incurring impairment losses. If we decide to sell a real estate asset rather than holding it for long term investment or if we reduce our estimates of future cash flows on a real estate asset, the risk of impairment increases. The magnitude and frequency with which these charges occur could materially and adversely affect our business, financial condition, and results of operations.

Leasing risk. Our operating revenues are dependent upon entering into leases with, and collecting rents from, our tenants. Tenants whose leases are expiring may want to decrease the space they lease and/or may be unwilling to continue their lease. When leases expire or are terminated, replacement tenants may not be available upon acceptable terms and market rental rates may be lower than the previous contractual rental rates. Also, our tenants may approach us for additional concessions in order to remain open and operating. The granting of these concessions may adversely affect our results of operations and cash flows to the extent that they result in reduced rental rates, additional capital improvements, or allowances paid to, or on behalf of, the tenants.

Tenant and property concentration risk. As of December 31, 2016, our top 20 tenants represented 30% of our annualized base rental revenues with no single tenant accounting for more than6%ofour annualized base rent. The inability of any of our significant tenants to pay rent or a decision by a significant tenant to vacate their premises prior to, or at the conclusion of, their lease term could have a significant negative impact on our results of operations or financial condition if a suitable replacement tenant is not secured in a timely manner. These events could have a significant adverse impact on our results of operations or financial condition.

For the three months ended December 31, 2016, 42% of our net operating income was derived from the metropolitan Atlanta area, 18% was derived from the metropolitan Charlotte area and 17% was derived from the metropolitan Austin area. Any adverse economic conditions impacting Austin, Charlotte, or Atlanta could adversely affect our overall results of operations and financial condition.

Uninsured losses and condemnation costs. Accidents, earthquakes, terrorism incidents, and other losses at our properties could adversely affect our operating results. Casualties may occur that significantly damage an operating property, and insurance proceeds may be less than the total loss incurred by us. Although we, or our joint venture partners where applicable, maintain casualty insurance under policies we believe to be adequate and appropriate, including rent loss insurance on operating properties, some types of losses, such as those related to the termination of longer-term leases and other contracts, generally are not insured. Certain types of insurance may not be available or may be available on terms that could result in large uninsured losses. Property ownership also involves potential liability to third parties for such matters as personal injuries occurring on the property. Such losses may not be fully insured. In addition to uninsured losses, various government authorities may condemn all or parts of operating properties. Such condemnations could adversely affect the viability of such projects.

Environmental issues. Environmental issues that arise at our properties could have an adverse effect on our financial condition and results of operations. Federal, state, and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic substances or petroleum product releases at a property. If determined to be liable, the owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination, or perform such investigation and clean-up itself. Although certain legal protections may be available to prospective purchasers of property, these laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the regulated substances. Even if more than one person may have been responsible for the release of regulated substances at the property, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from regulated substances emanating from that site. We are not currently aware of any environmental liabilities at locations that we believe could have a material adverse effect on our business, assets, financial condition, or results of operations. Unidentified environmental liabilities could arise, however, and could have an adverse effect on our financial condition and results of operations.

Joint venture structure risks. Similar to other real estate companies, we have interests in various joint ventures (including partnerships and limited liability companies) and may in the future invest in real estate through such structures. Our venture partners may have rights to take actions over which we have no control, or the right to withhold approval of actions that we propose, either of which could adversely affect our interests in the related joint ventures, and in some cases, our overall financial condition and results of operations. These structures involve participation by other parties whose interests and rights may not be the same as ours. For example, a venture partner might have economic and/or other business interests or goals which are incompatible with our business interests or goals and that venture partner may be in a position to take action contrary to our interests. In addition, such venture partners may default on their obligations, which could have an adverse impact on the financial

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condition and operations of the joint venture. Such defaults may result in our fulfilling their obligations that may, in some cases, require us to contribute additional capital to the ventures. Furthermore, the success of a project may be dependent upon the expertise, business judgment, diligence, and effectiveness of our venture partners in matters that are outside our control. Thus, the involvement of venture partners could adversely impact the development, operation, ownership, financing, or disposition of the underlying properties.

Liquidity risk. Real estate investments are relatively illiquid and can be difficult to sell and convert to cash quickly. As a result, our ability to sell one or more of our properties, whether in response to any changes in economic or other conditions or in response to a change in strategy, may be limited. In the event we want to sell a property, we may not be able to do so in the desired time period, the sales price of the property may not meet our expectations or requirements, and we may be required to record an impairment loss on the property as a result.

Compliance or failure to comply with federal, state, and local regulatory requirements could result in substantial costs.

Our properties are subject to various federal, state, and local regulatory requirements, such as the Americans with Disabilities Act and state and local fire, health, and life safety requirements. Compliance with these regulations may involve upfront expenditures and/or ongoing costs. If we fail to comply with these requirements, we could incur fines or other monetary damages. We do not know whether existing requirements will change or whether compliance with existing or future requirements will require significant unanticipated expenditures that will affect our cash flows and results of operations.

Financing Risks

At certain times, interest rates and other market conditions for obtaining capital are unfavorable, and, as a result, we may be unable to raise the capital needed to invest in acquisition or development opportunities, maintain our properties, or otherwise satisfy our commitments on a timely basis, or we may be forced to raise capital at a higher cost or under restrictive terms, which could adversely affect returns on our investments, our cash flows, and results of operations.

We generally finance our acquisition and development projects through one or more of the following: our unsecured credit facility ("Credit Facility"), unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, and the issuance of units of CPLP. Each of these sources may be constrained from time to time because of market conditions, and the related cost of raising this capital may be unfavorable at any given point in time. These sources of capital, and the risks associated with each, include the following:

• Credit Facility. Terms and conditions available in the marketplace for unsecured credit facilities vary over time. We can provide no assurance that the amount we need from our Credit Facility will be available at any given time, or at all, or that the rates and fees charged by the lenders will be reasonable. We incur interest under our Credit Facility at a variable rate. Variable rate debt creates higher debt service requirements if market interest rates increase, which would adversely affect our cash flow and results of operations. Our Credit Facility contains customary restrictions, requirements and other limitations on our ability to incur indebtedness, including restrictions on unsecured debt outstanding, restrictions on secured recourse debt outstanding, and requirements to maintain minimum fixed charge coverage ratios. Our continued ability to borrow under our Credit Facility is subject to compliance with these covenants.

• Unsecured Debt. Terms and conditions available in the marketplace for unsecured debt vary over time. The availability of unsecured debt may vary based upon the lending environment with financial institutions. Unsecured debt generally contains restrictive covenants that may place limitations on our ability to conduct our business similar to those placed upon us by our Credit Facility.

• Non-recourse mortgages. The availability of non-recourse mortgages is dependent upon various conditions, including the willingness of mortgage lenders to lend at any given point in time. Interest rates and loan-to-value ratios may also be volatile, and we may from time to time elect not to proceed with mortgage financing due to unfavorable terms offered by lenders. An inability to access the mortgage market could adversely affect our ability to finance acquisition activities. In addition, if a property is mortgaged to secure payment of indebtedness and we are unable to make the mortgage payments, the lender may foreclose. Further, at the time a mortgage matures, the property may be worth less than the mortgage amount and, as a result, we may determine not to refinance the mortgage and permit foreclosure, potentially generating defaults on other debt.

• Asset sales. Real estate markets tend to experience market cycles. Because of such cycles, the potential terms and conditions of sales, including prices, may be unfavorable for extended periods of time. In addition, our status as a REIT limits our ability to sell properties, which may affect our ability to liquidate an investment. As a result, our

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ability to raise capital through asset sales in order could be limited. In addition, mortgage financing on an asset may prohibit prepayment and/or impose a prepayment penalty upon the sale of that property, which may decrease the proceeds from a sale or refinancing or make the sale or refinancing impractical.

• Construction loans. Construction loans generally relate to specific assets under construction and fund costs above an initial equity amount deemed acceptable by the lender. Terms and conditions of construction facilities vary, but they generally carry a term of two to five years, charge interest at variable rates, require the lender to be satisfied with the nature and amount of construction costs prior to funding, and require the lender to be satisfied with the level of pre-leasing prior to funding. Construction loans frequently require a portion of the loan to be recourse to us. In addition, construction loans generally require a completion guarantee by the borrower and may require a limited guarantee from the Company. There may be times when construction loans are not available, or are only available upon unfavorable terms, which could have an adverse effect on our ability to fund development projects or on our ability to achieve the returns we expect.

• Joint ventures. Joint ventures, including partnerships or limited liability companies, tend to be complex arrangements, and there are only a limited number of parties willing to undertake such investment structures. There is no guarantee that we will be able to undertake these ventures at the times we need capital.

• Common stock. Common stock issuances may have a dilutive effect on our earnings per share and funds from operations per share. The actual amount of dilution, if any, from any future offering of common stock will be based on numerous factors, particularly the use of proceeds and any return generated. The per share trading price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market in connection with an offering, or otherwise, or as a result of the perception or expectation that such sales could occur. We can also provide no assurance that conditions will be favorable for future issuances of common stock when we need the capital.

• Operating partnership units. The issuance of units of CPLP in connection with property, portfolio, or business acquisitions could be dilutive to our earnings per share and could have an adverse effect on the per share trading price of our common stock.

• TPG Entities' shares. The per share trading price of our common stock may decline significantly upon the sale of shares of our common stock pursuant to registration rights granted to TPG Pantera VI and TPG Management LLC (collectively, the "TPG Entities") in connection with the Company Stockholders Agreement with the TPG Entities (the "TPG Agreement"). Under the TPG Agreement, the TPG Entities may (1) at any time after April 6, 2017, make up to three demands for registration and (2) at any time after October 6, 2017, include the common stock they hold in any registration statement we file on account of any of our other security holders. The shares of common stock that may be registered on behalf of the TPG Entities, as described above, represent approximately 9% of our issued and outstanding common stock and of our issued and outstanding common stock and limited voting stock as of December 31, 2016. As a result, a substantial number of shares may be sold pursuant to the registration rights granted to the TPG Entities. The sale of such shares by the TPG Entities, or the perception that such a sale may occur, could materially and adversely affect the per share trading price of our common stock and could dilute our existing stockholders' interests in our company.

As a result of any additional indebtedness incurred to consummate investment activities, we may experience a potential material adverse effect on our financial condition and results of operations.

The incurrence of new indebtedness could have adverse consequences on our business, such as:

• requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions;

• limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes;

• increasing our exposure to floating interest rates;

• limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;

• restricting us from making strategic acquisitions, developing properties, or exploiting business opportunities;

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• restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;

• exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition, and operating results;

• increasing our vulnerability to a downturn in general economic conditions; and

• limiting our ability to react to changing market conditions in our industry.

The impact of any of these potential adverse consequences could have a material adverse effect on our results of operations, financial condition, and liquidity.

Covenants contained in our Credit Facility, term loans and mortgages could restrict or hinder our operational flexibility, which could adversely affect our results of operations.

Our Credit Facility and our unsecured term loan impose financial and operating covenants on us. These covenants may be modified from time to time, but covenants of this type typically include restrictions and limitations on our ability to incur debt, as well as limitations on the amount of our unsecured debt and on the amount of joint venture activity in which we may engage. These covenants may limit our flexibility in making business decisions. If we fail to comply with these covenants, our ability to borrow may be impaired, which could potentially make it more difficult to fund our capital and operating needs. Our failure to comply with such covenants could cause a default, and we may then be required to repay our outstanding debt with capital from other sources. Under those circumstances, other sources of capital may not be available to us or may be available only on unattractive terms, which could materially and adversely affect our financial condition and results of operations. In addition, the cross default provisions on the Credit Facility and term loan may affect business decisions on other debt.

Some of our mortgages contain customary negative covenants, including limitations on our ability, without the lender’s prior consent, to further mortgage that a specific property, to enter into new leases, to modify existing leases, or to sell the property. Compliance with these covenants and requirements could harm our operational flexibility and financial condition.

Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our securities.

Total debt as a percentage of either total asset value or total market capitalization and our total debt as a multiple of our annualized EBITDA is often used by analysts to gauge the financial health of equity REITs such as us. If our degree of leverage is viewed unfavorably by lenders or potential joint venture partners, it could affect our ability to obtain additional financing. In general, our degree of leverage could also make us more vulnerable to a downturn in business or the economy. In addition, increases in our debt to market capitalization ratio, which is in part a function of our stock price, or to other measures of asset value used by financial analysts may have an adverse effect on the market price of common stock.

We have significant debt maturities in 2017 that need to be repaid or refinanced.

As a result of the Parkway Transactions, we assumed four non-recourse mortgage loans with an aggregate principal amount of $360.0 million that mature in 2017. In addition, we have one additional non-recourse mortgage loan with a principal balance of $127.5 million that matures in 2017. We expect to repay these loans when they mature with a combination of sources of capital including, but not limited to, asset sales, unsecured term loans, mortgage loans on these or other properties, or common equity. However, there can be no assurance that these sources will be available and we may be forced to refinance or repay on unfavorable terms.

Real Estate Development and Acquisition Risks

We face risks associated with the development of real estate, such as delay, cost overruns, and the possibility that we are unable to lease a portion of the space that we build, which could adversely affect our results.

Development activities contain certain inherent risks. Although we seek to minimize risks from commercial development through various management controls and procedures, development risks cannot be eliminated. Some of the key factors affecting development of commercial property are as follows:

• The availability of sufficient development opportunities. Absence of sufficient development opportunities could result in our experiencing slower growth in earnings and cash flows. Development opportunities are dependent upon a wide variety of factors. Availability of these opportunities can be volatile as a result of, among other things, economic conditions and product supply/demand characteristics in a particular market.

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• Abandoned predevelopment costs. The development process inherently requires that a large number of opportunities be pursued with only a few actually being developed. We may incur significant costs for predevelopment activity for projects that are later abandoned, which would directly affect our results of operations. For projects that are later abandoned, we must expense certain costs, such as salaries, that would have otherwise been capitalized. We have procedures and controls in place that are intended to minimize this risk, but it is likely that we will incur predevelopment expense on subsequently abandoned projects on an ongoing basis.

• Project costs. Construction and leasing of a project involves a variety of costs that cannot always be identified at the beginning of a project. Costs may arise that have not been anticipated or actual costs may exceed estimated costs. These additional costs can be significant and could adversely impact our return on a project and the expected results of operations upon completion of the project. Also, construction costs vary over time based upon many factors, including the cost of building materials. We attempt to mitigate the risk of unanticipated increases in construction costs on our development projects through guaranteed maximum price contracts and pre-ordering of certain materials, but we may be adversely affected by increased construction costs on our current and future projects.

• Construction delays. Real estate development carries the risk that the project could be delayed due to a number of issues that may arise including, but not limited to, weather and other forces of nature, availability of materials, availability of skilled labor, and the financial health of general contractors or sub-contractors. Construction delays could cause adverse financial impacts to us which could include higher interest and other carrying costs than originally budgeted, monetary penalties from tenants pursuant to their leases, and higher construction costs. Delays could also result in a violation of terms of construction loans that could increase fees, interest, or trigger additional recourse of the loan to us.

• Leasing risk. The success of a commercial real estate development project is heavily dependent upon entering into leases with acceptable terms within a predefined lease-up period. Although our policy is to achieve pre-leasing goals (which vary by market, product type, and circumstances) before committing to a project, it is expected that not all the space in a project will be leased at the time we commit to the project. If the additional space is not leased on schedule and upon the expected terms and conditions, our returns, future earnings, and results of operations from the project could be adversely impacted. Whether or not tenants are willing to enter into leases on the terms and conditions we project and on the timetable we expect will depend upon a number of factors, many of which are outside our control. These factors may include:

• general business conditions in the local or broader economy or in the prospective tenants’ industries;

• supply and demand conditions for space in the marketplace; and

• level of competition in the marketplace.

• Reputation risks. We have historically developed and managed a significant portion of our real estate portfolio and believe that we have built a positive reputation for quality and service with our lenders, joint venture partners, and tenants. If we were viewed as developing underperforming properties, suffered sustained losses on our investments, defaulted on a significant level of loans or experienced significant foreclosure or deed in lieu of foreclosure of our properties, our reputation could be damaged. Damage to our reputation could make it more difficult to successfully develop or acquire properties in the future and to continue to grow and expand our relationships with our lenders, joint venture partners and tenants, which could adversely affect our business, financial condition, and results of operations.

• Governmental approvals. All necessary zoning, land-use, building, occupancy, and other required governmental permits and authorization may not be obtained, may only be obtained subject to onerous conditions or may not be obtained on a timely basis resulting in possible delays, decreased profitability, and increased management time and attention.

• Competition. We compete for tenants in major U.S. markets by highlighting our locations, rental rates, services, reputation, and the design and condition of our facilities. As the competition for high-credit-quality tenants is intense, we may be required to provide rent abatements, incur charges for tenant improvements and other concessions, or we may not be able to lease vacant space in a timely manner.

We face risks associated with operating property acquisitions.

Operating property acquisitions contain inherent risks. These risks may include:

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• difficulty finding properties that are consistent with our strategy and that meet our standards;

• difficulty negotiating with new or existing tenants;

• the extent of competition in a particular market for attractive acquisitions may hinder our desired level of property acquisitions or redevelopment projects;

• the costs and timing of repositioning or redeveloping acquired properties may be greater than our estimates;

• the occupancy levels, lease-up timing, and rental rates may not meet our expectations;

• the acquired properties may fail to meet internal projections or otherwise fail to perform as expected;

• the acquired property may be in a market that is unfamiliar to us and could present additional unforeseen business challenges;

• the timing of property acquisitions may not match the timing of property dispositions, leading to periods of time where projects' proceeds are not invested as profitably as we desire or where we increase short-term borrowings until sales proceeds become available;

• the inability to obtain financing for acquisitions on favorable terms or at all; 

• the inability to successfully integrate the operations, maintain consistent standards, controls, policies and procedures, or realize the anticipated benefits of acquisitions within the anticipated time frames or at all;

• the inability to effectively monitor and manage our expanded portfolio of properties, retain key employees or attract highly qualified new employees;

• the possible decline in value of the acquired assets;

• the diversion of our management’s attention away from other business concerns; and

• the exposure to any undisclosed or unknown issues, expenses, or potential liabilities relating to acquisitions.

In addition, we may acquire properties subject to liabilities with no, or limited, recourse against the prior owners or other third parties. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which might not be fully covered by owner's title insurance policies. Any of these risks could cause a failure to realize the intended benefits of our acquisitions and could have a material adverse effect on our financial condition, results of operations, and the market price of our common stock.

Parkway Transactions Risks

We may be unable to integrate the business of Parkway successfully or realize the anticipated synergies and related benefits of our merger with Parkway and spin-off of New Parkway or do so within the anticipated time frame.

The ongoing integration of the Parkway business into our own will require significant management and resources. We may encounter difficulties in the integration process or in realizing any of the expected synergies from these transactions, including the following:

• the inability to successfully combine our business and Parkway’s business in a manner that permits us to achieve the cost savings anticipated to result from the merger, the spin-off or any of the related transactions, which would result in some anticipated benefits of the merger not being realized in the time frame currently anticipated or at all;

• lost sales and tenants as a result of certain tenants deciding not to do business with us;

• the complexities associated with managing our business out of several different locations and integrating personnel from the two companies, as well as complexities associated with the separation of personnel at New Parkway;

• the additional complexities of combining two companies with different histories, cultures, regulatory restrictions, markets and customer bases;

• our failure to retain key employees of either of the two companies;

• potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the merger, the spin-off or any of the related transactions; and

• performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the merger, the spin-off or any of the related transactions and integrating the companies’ operations.

For all these reasons, it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in our services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with tenants, customers, vendors and employees or to achieve the

As a result of the merger and spin-off with Parkway and New Parkway (the "Transactions"), the composition of the Board of Directors has changed.

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Concurrent with the closing of the Transaction, the Board of Directors changed and currently consists of nine members, five of which served on the Company's Board of Directors prior to the merger and four of which served on Parkway's Board of Directors prior to the merger. One of the four directors who formerly served on Parkway's board of directors was selected by the TPG Entities, pursuant to the TPG Agreement.

The TPG Agreement grants certain rights to the TPG Entities.

In connection with the Transactions, we have entered into the TPG Agreement, in order to establish various arrangements and restrictions with respect to governance of the Company, and certain rights with respect to shares of common stock of the Company owned by the TPG Entities.

Pursuant to the terms of the TPG Agreement, for so long as the TPG Entities beneficially owns at least 5% of our common stock on an as-converted basis, the TPG Entities will have the right to nominate one director to the Company's Board of Directors. In addition, for so long as the TPG Entities beneficially own at least 5% of our common stock on an as-converted basis, the TPG Entities will have the right to have their nominee to the Company's Board of Directors appointed to the Investment and the Compensation Committees of the Company's Board of Directors. Such committee and board membership can continue up to six months following the first date on which the TPG Entities no longer owns at least 5% of our common stock.

In addition, in connection with the Merger Agreement, the Company's Board of Directors granted to the TPG Entities an exemption from the ownership limit included in our articles of incorporation, establishing for the TPG Entities an aggregate substitute in lieu of the ownership limit to permit them to constructively and beneficially own (without duplication) (i) during the term of the standstill provided by the TPG Agreement (which will expire no later than October 6, 2019), up to 15% of our outstanding voting securities, subject to the terms and conditions of the TPG Agreement, and (ii) following the term of the standstill provided by the TPG Agreement, shares of our common stock held by the TPG Entities at the expiration of the standstill, subject to the terms, conditions, limitations, reductions and terminations set forth in an investor representation letter entered into with the TPG Entities.

The interests of the TPG Entities could conflict with or differ from your interests as a holder of our common stock. For example, the level of ownership and board rights held by TPG could delay, defer or prevent a change of control or impede a merger, takeover or other business combination that our common stockholders may otherwise view favorably. In addition, a sale of all or a substantial number of shares of stock in the future by the TPG Entities could cause a decline in our stock price.

The TPG Entities are significant stockholders and may have conflicts of interest with us in the future.

As of December 31, 2016, the TPG Entities), owned approximately 9% of our issued and outstanding common stock and limited voting stock together. In addition, commencing on October 6, 2017, so long as the TPG Entities own at least 5% of our issued and outstanding common stock, the TPG Entities have a pre-emptive right to participate in our future equity issuances, subject to certain conditions. This concentration of ownership in one stockholder could potentially be disadvantageous to other stockholders' interests. In addition, if the TPG Entities were to sell or otherwise transfer all or a large percentage of its holdings, our stock price could decline and we could find it difficult to raise capital, if needed, through the sale of additional equity securities.

Our future results will suffer if we do not effectively manage our expanded portfolio of properties following the Transactions and any failure by us to effectively manage our portfolio could have a material and adverse effect on our business and our ability to make distributions to shareholders, as required for us to continue to qualify as a REIT.

As a result of the transactions with Parkway, the size of our business has increased. Our future success depends, in part, upon our ability to manage this expanded business, which will pose challenges for management, including challenges related to acting as landlord to a larger portfolio of properties and associated increased costs and complexity. Additionally, we have entered new markets, including Orlando, Tampa, and Phoenix. We may face challenges in adapting our business to different market conditions in such new markets. There can be no assurances that we will be successful.

General Business Risks

We are dependent upon the services of certain key personnel, the loss of any of whom could adversely impair our ability to execute our business.

One of our objectives is to develop and maintain a strong management group at all levels. At any given time, we could lose the services of key executives and other employees. None of our key executives or other employees is subject to employment contracts. Further, we do not carry key person insurance on any of our executive officers or other key employees. The loss of services of any of our key employees could have an adverse effect upon our results of operations, financial condition, and our ability to execute our business strategy.

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Our restated and amended articles of incorporation contain limitations on ownership of our stock, which may prevent a change in control that might otherwise be in the best interests of our stockholders.

Our restated and amended articles of incorporation impose limitations on the ownership of our stock. In general, except for certain individuals who owned stock at the time of adoption of these limitations, and except for persons that are granted waivers by our Board of Directors, no individual or entity may own more than 3.9% of the value of our outstanding stock. We provide waivers to this limitation on a case by case basis, which could result in increased voting control by a shareholder. The ownership limitation may have the effect of delaying, inhibiting, or preventing a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of our stockholders.

The market price of our common stock may fluctuate.

The market prices of shares of our common stock have been, and may continue to be, subject to fluctuation due to many events and factors such as those described in this report including:

• actual or anticipated variations in our operating results, funds from operations, or liquidity;

• the general reputation of real estate as an attractive investment in comparison to other equity securities and/or the reputation of the product types of our assets compared to other sectors of the real estate industry;

• material changes in any significant tenant industry concentration;

• the general stock and bond market conditions, including changes in interest rates or fixed income securities;

• changes in tax laws;

• changes to our dividend policy;

• changes in market valuations of our properties;

• adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt, and our ability to refinance such debt on favorable terms;

• any failure to comply with existing debt covenants;

• any foreclosure or deed in lieu of foreclosure of our properties;

• additions or departures of key executives and other employees;

• actions by institutional stockholders;

• uncertainties in world financial markets;

• the realization of any of the other risk factors described in this report; and

• general market and economic conditions, in particular, market and economic conditions of Atlanta, Austin, Charlotte, Tampa, Orlando, and Phoenix.

Many of the factors listed above are beyond our control. Those factors may cause market prices of shares of our common stock to decline, regardless of our financial performance, condition, and prospects. The market price of shares of our common stock may fall significantly in the future, and it may be difficult for our stockholders to resell our common stock at prices they find attractive.

If our future operating performance does not meet the projections of our analysts or investors, our stock price could decline.

Independent securities analysts publish quarterly and annual projections of our financial performance. These projections are developed independently by third-party securities analysts based on their own analyses, and we undertake no obligation to monitor, and take no responsibility for, such projections. Such estimates are inherently subject to uncertainty and should not be relied upon as being indicative of the performance that we anticipate for any applicable period. Our actual revenues, net income, and funds from operations may differ materially from what is projected by securities analysts. If our actual results do not meet analysts’ guidance, our stock price could decline significantly.

We face risks associated with security breaches through cyber attacks, cyber intrusions, or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

We face risks associated with security breaches or disruptions, whether through cyber attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons inside our organization, or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from

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around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. There can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our IT networks and related systems could adversely impact our financial condition, results of operations, cash flows, liquidity, and the market price of our common stock.

Federal Income Tax Risks

Any failure to continue to qualify as a REIT for federal income tax purposes could have a material adverse impact on us and our stockholders.

We intend to continue to operate in a manner to qualify as a REIT for federal income tax purposes. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code (the “Code”), for which there are only limited judicial or administrative interpretations. Certain facts and circumstances not entirely within our control may affect our ability to qualify as a REIT. In addition, we can provide no assurance that legislation, new regulations, administrative interpretations, or court decisions will not adversely affect our qualification as a REIT or the federal income tax consequences of our REIT status.

If we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income. In this case, we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. Unless entitled to relief under certain Code provisions, we also would be disqualified from operating as a REIT for the four taxable years following the year during which qualification was lost. As a result, we would be subject to federal and state income taxes which could adversely affect our results of operations and distributions to stockholders. Although we currently intend to operate in a manner designed to qualify as a REIT, it is possible that future economic, market, legal, tax, or other considerations may cause us to revoke the REIT election.

In order to qualify as a REIT, under current law, we generally are required each taxable year to distribute to our stockholders at least 90% of our net taxable income (excluding any net capital gain). To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our other taxable income, we are subject to tax on the undistributed amounts at regular corporate rates. In addition, we are subject to a 4% nondeductible excise tax to the extent that distributions paid by us during the calendar year are less than the sum of the following:

• 85% of our ordinary income;

• 95% of our net capital gain income for that year; and

• 100% of our undistributed taxable income (including any net capital gains) from prior years.

We generally intend to make distributions to our stockholders to comply with the 90% distribution requirement to avoid corporate-level tax on undistributed taxable income and to avoid the nondeductible excise tax. Distributions could be made in cash, stock or in a combination of cash and stock. Differences in timing between taxable income and cash available for distribution could require us to borrow funds to meet the 90% distribution requirement, to avoid corporate-level tax on undistributed taxable income, and to avoid the nondeductible excise tax. Satisfying the distribution requirements may also make it more difficult to fund new investment or development projects.

Certain property transfers may be characterized as prohibited transactions, resulting in a tax on any gain attributable to the transaction.

From time to time, we may transfer or otherwise dispose of some of our properties. Under the Code, any gains resulting from transfers or dispositions, from other than our taxable REIT subsidiary, that are deemed to be prohibited transactions would be subject to a 100% tax on any gain associated with the transaction. Prohibited transactions generally include sales of assets that constitute inventory or other property held for sale to customers in the ordinary course of business. Since we acquire properties primarily for investment purposes, we do not believe that our occasional transfers or disposals of property are deemed to be prohibited transactions. However, whether or not a transfer or sale of property qualifies as a prohibited transaction depends on all the facts and circumstances surrounding the particular transaction. The Internal Revenue Service may contend that certain transfers or disposals of properties by us are prohibited transactions. While we believe that the Internal Revenue Service would not prevail in any such dispute, if the Internal Revenue Service were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, we would be required to pay a tax equal to 100% of any gain allocable to us from the prohibited transaction. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT for federal income tax purposes.

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Potential changes to the U.S tax laws could have a significant negative impact on our business operations, financial condition and earnings.

We cannot predict whether, when or to what extent new U.S. federal tax laws, regulations, interpretations or rulings will be issued, nor is the long-term impact of proposed tax reforms (including future reforms that may be part of any enacted tax reform) on the real estate industry clear. Furthermore, potential tax reforms may negatively impact our tenants' operating results, financial condition and future business plans. Investors are urged to consult their tax advisors regarding the effect of potential changes to the U.S. federal tax laws on an investment in our shares. A reform of the U.S. tax law by the new administration may be enacted in a manner that negatively impacts our operating results, financial condition and business operations, and is adverse to our stockholders.

Disclosure Controls and Internal Control over Financial Reporting Risks

Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting.

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements, or misrepresentations. In addition, the complex accounting issues and integration challenges associated with the Transactions, increases the risk that we could incorrectly apply an accounting standard and the risk that undetected errors in publicly disclosed financial information could occur. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives at all times. Deficiencies, including any material weakness, in our internal control over financial reporting which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition, or liquidity.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

The following table sets forth certain information related to operating properties in which we have an ownership interest. Information presented in note 6 to the consolidated financial statements provides additional information related to our unconsolidated joint ventures. Except as noted, all information presented is as of December 31, 2016:

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Operating Properties

						Company's Share
	Property Description	Metropolitan Area	Rentable Square Feet	Financial Statement Presentation	Company's Ownership Interest	End of Period Leased	Weighted Average Occupancy (1)	% of Total Net Operating Income (2)	Property Level Debt ($000)		Annualized Base Rents (5)
I.	OFFICE PROPERTIES
	Colorado Tower	Austin	373,000	Consolidated	100%	100.0%	96.5%	4.5%	119,069
	816 Congress	Austin	435,000	Consolidated	100%	93.2%	92.3%	3.1%	84,231
	Research Park V	Austin	173,000	Consolidated	100%	97.1%	23.7%	0.6%	—
	One Eleven Congress	Austin	519,000	Consolidated	100%	90.6%	80.5%	4.3%	130,002
	San Jacinto Center	Austin	406,000	Consolidated	100%	98.9%	93.7%	4.6%	102,562
	AUSTIN		1,906,000					17.1%	$	435,864
	Northpark Town Center (3)	Atlanta	1,528,000	Consolidated	100%	85.2%	84.8%	7.8%	—
	The American Cancer Society Center	Atlanta	996,000	Consolidated	100%	85.9%	84.6%	4.3%	127,451
	Promenade	Atlanta	777,000	Consolidated	100%	94.5%	89.2%	4.7%	104,996
	Terminus 100	Atlanta	660,000	Unconsolidated	50%	90.6%	92.1%	2.4%	63,256
	Terminus 200	Atlanta	566,000	Unconsolidated	50%	96.4%	91.5%	2.2%	40,408
	Meridian Mark Plaza	Atlanta	160,000	Consolidated	100%	100.0%	96.6%	1.3%	24,427
	Emory University Hospital Midtown Medical Office Tower	Atlanta	358,000	Unconsolidated	50%	96.2%	96.7%	1.3%	36,258
	3344 Peachtree	Atlanta	484,000	Consolidated	100%	96.1%	96.0%	4.7%	80,258
	One Buckhead Plaza	Atlanta	461,000	Consolidated	100%	94.2%	93.9%	3.7%	—
	3350 Peachtree	Atlanta	413,000	Consolidated	100%	92.9%	92.7%	2.7%	—
	3348 Peachtree	Atlanta	258,000	Consolidated	100%	91.2%	93.1%	2.0%	—
	Two Buckhead Plaza	Atlanta	210,000	Consolidated	100%	83.1%	84.9%	1.8%	53,515
	ATLANTA		6,871,000					38.9%	$	530,569
	Gateway Village	Charlotte	1,061,000	Unconsolidated	50%	99.3%	98.8%	1.3%	—
	Fifth Third Center	Charlotte	698,000	Consolidated	100%	96.7%	91.6%	5.9%	148,866
	Hearst Tower	Charlotte	966,000	Consolidated	100%	98.7%	94.7%	7.9%	—
	NASCAR Plaza	Charlotte	394,000	Consolidated	100%	98.2%	95.3%	3.3%	—
	CHARLOTTE		3,119,000					18.4%	$	148,866
	Hayden Ferry (3)	Phoenix	789,000	Consolidated	100%	93.8%	87.9%	5.2%	—
	Tempe Gateway	Phoenix	264,000	Consolidated	100%	98.4%	98.6%	2.6%	—
	111 West Rio (American Airlines)	Phoenix	225,000	Unconsolidated	75%	100.0%	83.3%	0.3%	—
	PHOENIX		1,278,000					8.1%	—
	Corporate Center (3)	Tampa	1,224,000	Consolidated	100%	84.4%	80.8%	6.7%	—
	The Pointe	Tampa	253,000	Consolidated	100%	96.2%	94.3%	1.6%	23,369
	Harborview Plaza	Tampa	205,000	Consolidated	100%	98.0%	76.1%	1.2%	—
	TAMPA		1,682,000					9.5%	$	23,369
	Bank of America Center	Orlando	421,000	Consolidated	100%	87.7%	92.1%	1.9%	—
	One Orlando Centre	Orlando	356,000	Consolidated	100%	82.4%	73.2%	1.1%	—
	Citrus Center	Orlando	261,000	Consolidated	100%	94.3%	90.8%	1.4%	—
	ORLANDO		1,038,000					4.4%	—
	Courvoisier Centre (3)	Miami	343,000	Unconsolidated	20%	86.5%	80.8%	0.6%	22,309
	MIAMI		343,000					0.6%	$	22,309
	TOTAL OFFICE PROPERTIES		16,237,000					97.0%	$	1,160,977	$	345,308	(6)
II.	OTHER PROPERTIES
	Emory Point Apartments (Phase I) (4)	Atlanta	404,000	Unconsolidated	75%	90.0%	86.5%	1.4%	$	36,328
	Emory Point Retail (Phase I)	Atlanta	80,000	Unconsolidated	75%	95.9%	95.3%	0.4%	7,194
	Emory Point Apartments (Phase II) (4)	Atlanta	257,000	Unconsolidated	75%	76.9%	75.0%	0.2%	28,701
	Emory Point Retail (Phase II)	Atlanta	45,000	Unconsolidated	75%	91.9%	87.9%	1.0%	5,026
	TOTAL OTHER PROPERTIES		786,000					3.0%	$	77,249	$	12,731
	TOTAL PORTFOLIO		17,023,000					100.0%	$	1,238,226	$	358,039

(1) Weighted average occupancy represents an average of the square footage occupied at the property during the year.

(2) Net operating income represents rental property revenues less rental property operating expenses for the three months ended December 31, 2016.

(3) Contains multiple buildings that are grouped together for reporting purposes.

(4) Phase I consists of 443 units and Phase II consists of 307 units.

(5) Annualized base rents represents the sum of the annualized rent each tenant is paying as of the end of the reporting period. If a tenant is not paying rent due to a free rent concession, annualized base rent is calculated based on the annualized base rent the tenant will pay in the first period it is required to pay rent.

(6) Included in this amount is $14.9 million of Annualized Base Rent for tenants in a free rent period.

Office Lease Expirations (1)

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As of December 31, 2016, our leases expire as follows:

Year of Expiration	Number of Tenants	Square Feet Expiring	% of Leased Space		Annual Contractual Rents ($000's) (2)		% of Total Annual Contractual Rents		Annual Contractual Rent/Sq. Ft. (2)
2017	169	754,792	5.6	%	$	21,143	5.1	%	$	28.01
2018	151	997,019	7.4	%	29,353		7.1	%	29.44
2019	139	1,116,486	8.3	%	31,847		7.7	%	28.52
2020	116	1,021,135	7.6	%	30,563		7.4	%	29.93
2021	119	1,789,478	13.3	%	53,535		13.0	%	29.92
2022	91	2,065,821	15.3	%	58,220		14.2	%	28.18
2023	61	1,001,575	7.4	%	30,595		7.5	%	30.55
2024	49	918,063	6.8	%	33,029		8.1	%	35.98
2025 & Thereafter	111	3,802,231	28.3	%	122,426		29.9	%	32.20
Total	1,006	13,466,600	100.0	%	$	410,711	100.0	%	$	30.49

(1) Company's share.

(2) Annual Contractual Rent shown is the rate in the year of expiration. It includes the minimum contractual rent paid by the tenant which may or may not include a base year of operating expenses depending upon the terms of the lease.

Development Pipeline (1)

As of December 31, 2016, we had the following projects under development ($ in thousands):

Project	Type	Metropolitan Area	Company's Ownership Interest		Project Start Date	Number of Square Feet /Apartment Units	Estimated Project Cost (2)		Project Cost Incurred to Date (2)		Percent Leased		Initial Occupancy (3) / Estimated Stabilization (4)
Carolina Square	Mixed	Chapel Hill, NC	50	%	2Q15		$	123,000	$	66,845
Office						158,000					74	%	3Q17 / 3Q18
Retail						44,000					61	%	3Q17 / 3Q18
Apartments						246					—	%	3Q17 / 3Q18
864 Spring Street (NCR Phase I)	Office	Atlanta, GA	100	%	3Q15	502,000	219,000		103,994		100	%	1Q18 / 1Q18
8000 Avalon	Office	Atlanta, GA	90	%	1Q16	224,000	73,000		42,152		19	%	2Q17 / 2Q18
858 Spring Street (NCR Phase II)	Office	Atlanta, GA	100	%	4Q16	260,000	119,000		16,242		100	%	4Q18 / 4Q18
Dimensional Place	Office	Charlotte, NC	50	%	4Q16		94,000		18,549
Office						266,000					100	%	4Q18 / 4Q18
Retail						16,000					—	%	4Q18 / 4Q18
Total							$	628,000	$	247,782

(1)	This schedule shows projects currently under active development and/or projects with a contractual obligation through the substantial completion of construction. Amounts included in the estimated project cost column represent the estimated costs of the project through stabilization. Significant estimation is required to derive these costs, and the final costs may differ from these estimates. The projected stabilization dates are also estimates and are subject to change as the project proceeds through the development process.
(2)	Amount represents 100% of the estimated project cost. Carolina Square is expected to be funded with a combination of equity from the partners and up to $79.8 million from a construction loan, which has $23.7 million outstanding as of December 31, 2016.
(3)	Represents the quarter which the Company estimates the first tenant occupies space.
(4)	Stabilization represents the earlier of the quarter in which the Company estimates it will achieve 90% economic occupancy or one year from initial occupancy.

Land Holdings

16

As of December 31, 2016, we owned the following land holdings, either directly, or indirectly, through joint ventures:

	Metropolitan Area	Company's Ownership Interest	Total Developable Land (Acres)		Company's Share
Commercial
North Point	Atlanta	100.0%	12
Wildwood Office Park	Atlanta	50.0%	22
The Avenue Forsyth-Adjacent Land	Atlanta	100.0%	10
120 West Trinity	Atlanta	20.0%	5
Georgia			49
Victory Center	Dallas	75.0%	3
Texas			3
Corporate Center	Tampa	100.0%	7
Florida			7
Commercial Land Held (Acres)			59		43
Cost Basis of Commercial Land Held			$	41,726	$	16,386
Residential (1)
Callaway Gardens (2)	Atlanta	100.0%	217
Georgia			217
Padre Island	Corpus Christi	50.0%	15
Texas			15
Residential Land Held (Acres)			232		225
Cost Basis of Residential Land Held			$	6,850	$	3,544
Grand Total Land Held (Acres)			291		268
Grand Total Cost Basis of Land Held			$	48,576	$	19,930

(1)	Residential represents land that may be sold to third parties as lots or in large tracts for residential development.
(2)	Callaway Gardens was a consolidated joint venture. In January 2017, the Company withdrew from the joint venture. The Company no longer owns the land, but maintains a participation interest in future lot sales.

Item 3. Legal Proceedings

We are subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. We record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, we accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, we disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, we disclose the nature and estimate of the possible loss of the litigation. We do not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business, or financial condition.

Item 4. Mine Safety Disclosures

Not applicable.

Item X. Executive Officers of the Registrant

The Executive Officers of the Registrant as of the date hereof are as follows:

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Name	Age	Office Held
Lawrence L. Gellerstedt III	60	President, Chief Executive Officer
Gregg D. Adzema	52	Executive Vice President, Chief Financial Officer
M. Colin Connolly	40	Executive Vice President, Chief Operating Officer
John S. McColl	54	Executive Vice President
Pamela F. Roper	43	Executive Vice President, General Counsel and Corporate Secretary
John D. Harris, Jr.	57	Senior Vice President, Chief Accounting Officer, Treasurer and Assistant Secretary

Family Relationships

There are no family relationships among the Executive Officers or Directors.

Term of Office

The term of office for all officers expires at the annual stockholders’ meeting. The Board retains the power to remove any officer at any time.

Business Experience

Mr. Gellerstedt was appointed President and Chief Executive Officer and Director in July 2009. From February 2009 to July 2009, Mr. Gellerstedt served as President and Chief Operating Officer. From May 2008 to February 2009, Mr. Gellerstedt served as Executive Vice President and Chief Development Officer.

Mr. Adzema was appointed Executive Vice President and Chief Financial Officer in November 2010. Prior to joining the Company, Mr. Adzema served as Chief Investment Officer of Hayden Harper Inc., an investment advisory and hedge fund company, from October 2009 to November 2010.

Mr. Connolly was appointed Executive Vice President and Chief Operating Officer in July 2016. From December 2015 to July 2016, Mr. Connolly served as Executive Vice President and Chief Investment Officer. From May 2013 to December 2015, Mr. Connolly served as Senior Vice President and Chief Investment Officer. From September 2011 to May 2013, Mr. Connolly served as Senior Vice President. Prior to joining the Company, Mr. Connolly served as Executive Director with Morgan Stanley from December 2009 to August 2011 and as Vice President with Morgan Stanley from December 2006 to December 2009.

Mr. McColl was appointed Executive Vice President in December 2011. From February 2010 to December 2011, Mr. McColl served as Executive Vice President-Development, Office Leasing and Asset Management. From May 1997 to February 2010, Mr. McColl served as Senior Vice President.

Ms. Roper was appointed Executive Vice President, General Counsel and Corporate Secretary in February 2017. From October 2012 to February 2017, Ms. Roper served as Senior Vice President, General Counsel and Corporate Secretary. From February 2008 to October 2012, Ms. Roper served as Senior Vice President, Associate General Counsel and Assistant Secretary.

Mr. Harris was appointed Senior Vice President and Chief Accounting Officer in February 2005. In May 2005, Mr. Harris was appointed Assistant Secretary. In December 2014, Mr. Harris was appointed Treasurer.

PART II

Item 5. Market for Registrant’s Common Stock and Related Stockholder Matters

Market Information

The high and low sales prices for our common stock and dividends declared per common share were as follows:

	2016 Quarters								2015 Quarters
	First		Second		Third		Fourth		First		Second		Third		Fourth
High	$	10.43	$	11.07	$	11.40	$	10.50	$	11.63	$	10.96	$	10.89	$	10.37
Low	$	7.53	$	10.00	$	10.02	$	7.09	$	10.01	$	9.40	$	8.68	$	8.87
Dividends	$	0.080	$	0.080	$	0.080	$	—	$	0.080	$	0.080	$	0.080	$	0.080
Payment Date	2/22/2016		5/27/2016		9/6/2016		1/19/2017		2/23/2015		5/28/2015		8/24/2015		12/18/2015

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We declared and paid our fourth quarter 2016 common dividend in January 2017 in the amount of $0.06 per share.

Holders

Our common stock trades on the New York Stock Exchange (ticker symbol CUZ). On February 9, 2017, there were 1,758 stockholders of record of our common stock.

Purchases of Equity Securities

There were no purchases of common stock by the Company during the fourth quarter of 2016.

Performance Graph

The following graph compares the five-year cumulative total return of our common stock with the NYSE Composite Index, the FTSE NAREIT Equity Index, and the SNL US REIT Office Index. The graph assumes a $100 investment in each of the indices on December 31, 2011 and the reinvestment of all dividends.

COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE COMPANIES, PEER

GROUPS, INDUSTRY INDICES AND/OR BROAD MARKETS

	Fiscal Year Ended
Index	12/31/2011	12/31/2012	12/31/2013	12/31/2014	12/31/2015	12/31/2016
Cousins Properties Incorporated	100.00	133.31	167.40	190.50	162.40	208.51
NYSE Composite Index	100.00	116.15	146.80	156.87	150.64	168.63
FTSE NAREIT Equity Index	100.00	118.06	120.97	157.43	162.46	176.30
SNL US REIT Office Index	100.00	114.56	122.09	153.91	155.26	173.26

Item 6. Selected Financial Data

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The following selected financial data sets forth consolidated financial and operating information on a historical basis. This data has been derived from our consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto. Prior year disclosures have been restated for discontinued operations as described in note 3 of the consolidated financial statements.

	For the Years Ended December 31,
	2016			2015			2014			2013			2012
	(in thousands, except per share amounts)
Revenues:
Rental property revenues	$	249,814		$	196,244		$	164,123		$	122,672		$	114,208
Fee income	8,347			7,297			12,519			10,891			17,797
Other	1,050			828			919			4,681			4,841
	259,211			204,369			177,561			138,244			136,846
Costs and expenses:
Rental property operating expenses	96,908			82,545			76,963			58,949			50,329
Reimbursed expenses	3,259			3,430			3,652			5,215			7,063
General and administrative expenses	25,592			16,918			19,784			21,986			23,208
Interest expense	26,650			22,735			20,983			19,091			23,933
Depreciation and amortization	97,948			71,625			62,258			47,131			39,424
Acquisition and merger costs	24,521			299			1,130			3,626			793
Other	5,888			1,181			3,729			4,167			7,617
	280,766			198,733			188,499			160,165			152,367
Loss on extinguishment of debt	(5,180		)	—			—			—			(94		)
Income (loss) from continuing operations before benefit for income taxes, income from unconsolidated joint ventures, and gain on sale of investment properties	(26,735		)	5,636			(10,938		)	(21,921		)	(15,615		)
Benefit (expense) for income taxes from operations	—			—			20			23			(91		)
Income from unconsolidated joint ventures	10,562			8,302			11,268			67,325			39,258
Income (loss) from continuing operations before gain on sale of investment properties	(16,173		)	13,938			350			45,427			23,552
Gain on sale of investment properties	77,114			80,394			12,536			61,288			4,053
Income from continuing operations	60,941			94,332			12,886			106,715			27,605
Income (loss) from discontinued operations:
Income from discontinued operations	19,163			31,848			20,764			8,625			1,907
Income (loss) on sale from discontinued operations	—			(551		)	19,358			11,489			18,407
Income from discontinued operations	19,163			31,297			40,122			20,114			20,314
Net income	80,104			125,629			53,008			126,829			47,919
Net income attributable to noncontrolling interests	(995		)	(111		)	(1,004		)	(5,068		)	(2,191		)
Net income attributable to controlling interests	79,109			125,518			52,004			121,761			45,728
Preferred share original issuance costs	—			—			(3,530		)	(2,656		)	—
Dividends to preferred stockholders	—			—			(2,955		)	(10,008		)	(12,907		)
Net income available to common stockholders	$	79,109		$	125,518		$	45,519		$	109,097		$	32,821
Net income from continuing operations attributable to controlling interest per common share - basic and diluted	$	0.24		$	0.44		$	0.02		$	0.62		$	0.13
Net income per common share - basic and diluted	$	0.31		$	0.58		$	0.22		$	0.76		$	0.32
Dividends declared per common share	$	0.24		$	0.32		$	0.30		$	0.18		$	0.18
Total assets (at year-end)	$	4,171,607		$	2,595,320		$	2,664,295		$	2,270,493		$	1,122,701
Notes payable (at year-end)	$	1,380,920		$	718,810		$	789,309		$	627,381		$	423,869
Stockholders' investment (at year-end)	$	2,455,557		$	1,683,415		$	1,673,458		$	1,457,401		$	620,342
Common shares outstanding (at year-end)	393,418			211,513			216,513			189,666			104,090

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

20

The following discussion and analysis should be read in conjunction with the selected financial data and the consolidated financial statements and notes.

Overview of 2016 Performance and Company and Industry Trends

Our strategy is to create value for our stockholders through the acquisition, development, ownership, and management of Class A office assets and opportunistic mixed-use developments in Sunbelt markets. During 2016, we completed a merger with Parkway and a spin-off of the combined companies' Houston, Texas operations and certain other legal businesses of Parkway into a separate public company, New Parkway. In addition, we commenced the development of two office projects in Atlanta, Georgia and one office project in Charlotte, North Carolina. As a result of these activities, we believe that our increased scale and enhanced portfolio diversity will enhance our flexibility to meet customer space needs and allow us to attract and retain quality local market talent that, over time, will drive customer retention and occupancy. We further believe that these transactions will complement our strategy of maintaining a simple platform, trophy assets, opportunistic investments and a strong balance sheet.

Transactions with Parkway

On October 6, 2016, we merged with Parkway, and on October 7, 2016, we spun off the operations of the combined companies' Houston business into a separate publicly traded company, New Parkway. Subsequent to the merger and spin-off, we sold three properties we acquired in the merger, sold one additional existing property, and purchased the outside partner's interest in a consolidated joint venture that owned four properties, increasing our ownership from approximately 30% to 100%. As a result of these activities, our owned square footage of operating properties increased from 15.4 million square feet immediately before the merger and spin-off to 17.0 million at December 31, 2016. In addition to adding properties to our existing markets of Atlanta, Charlotte and Austin, we also added properties in the new markets of Phoenix, Orlando and Tampa.

In the merger, we assumed Parkway indebtedness and subsequent to the merger but before December 31, 2016 we repaid $251.9 million in assumed Parkway mortgages. We funded the repayments and the purchase of the partnership interest discussed above with property sales and proceeds from a new, unsecured term loan totaling $250.0 million.

Other 2016 Activity

In addition to the transactions with Parkway, we continued to implement our strategy of selectively investing in Class A office assets in our core markets by commencing development activities on two new projects and adding a second phase to an existing development project. We entered into a joint venture with DFA to develop a 282,000 square foot regional headquarters for DFA. Total costs for this project are estimated at $94 million and we estimate a fourth quarter of 2018 completion. We also commenced development of a 224,000 square-foot office building in Atlanta that is expected to cost $73 million and is scheduled for a second quarter 2017 completion. In addition, we commenced the second phase of a build-to-suit project with NCR Corporation in Atlanta. This project will become NCR's world headquarters and the second phase is expected to cost $119 million and to be completed in the fourth quarter of 2018. In addition to continuing the development of the first phase of the NCR project, we continued the development of Carolina Square, a 123,000 square foot, mixed-use project in Chapel Hill, North Carolina. We are currently conducting pre-development activities on a project in Decatur, Georgia and are pursuing additional development opportunities that may result in projects that commence in 2017 or thereafter.

We also repurchased 1.6 million shares of our common stock for $13.7 million in the first portion of 2016 under a plan approved in 2015 which provides management with the ability to repurchase up to $100.0 million of shares through September 2017.

We sold our final building at North Point, 100 North Point Center East, early in 2016 for $22.0 million, sold One Ninety One Peachtree in the fourth quarter of 2016 for $268 million, and sold 20 acres of land at North Point in the fourth quarter for $4.8 million.

We leased or renewed approximately 2.4 million square feet of office space. The weighted average net effective rent per square foot, representing base rent less operating expense reimbursements and leasing costs, for new or renewed non-amenity leases with terms greater than one year was $18.17 per square foot. Cash basis net effective rent per square foot increased 10.3% on spaces that have been previously occupied in the past year. Cash basis net effective rent represents net rent at the end of the term paid by the prior tenant compared to the net rent at the beginning of the term paid by the current tenant. Our same property net operating income for the year increased by 6.1% on a GAAP basis and 8.4% on a cash basis. The same property leasing percentage remained stable throughout the year.

Market Conditions

21

As a result of the transactions with Parkway, we enhanced our geographic diversification with a deepened presence in Atlanta, Austin, and Charlotte while entering the new markets of Phoenix, Tampa, and Orlando. We believe these Sunbelt markets possess robust economic and market fundamentals. Employment growth in all six markets is ahead of the US average, while new office construction is below the 10-year historical average. As a result of these healthy office fundamentals, we believe our portfolio will benefit as we further drive occupancy and rental rate growth.

In Atlanta, we currently own a 6.9 million square foot, Class A office portfolio with a significant concentration in Buckhead, as well as assets in Midtown and Central Perimeter. Atlanta economic fundamentals remain strong. The city produced approximately 70,000 jobs in 2016, which is in the top four nationally. Office fundamentals are equally strong. While vacancy rates declined to 12%, the lowest level since 2001, development remained consistent. As of December 31, 2016, less than 1.2 million square feet of speculative office space was under construction across Atlanta, which represents just 1% of the city’s 124 million square foot Class A office market. These are historically low numbers for Atlanta at this point in the real estate cycle.

Austin real estate fundamentals also remain healthy. The city’s economy continued to grow well ahead of the national pace. Job growth remains robust with a 1.7% increase over the past year. Austin’s unemployment rate at the end of 2016 was 3.0%, below the national average of 4.7%, and one of the lowest in the country. Although new office supply remains slightly elevated in Austin, with 2.6 million square feet under construction, we do not believe this new supply poses a significant risk to our portfolio which was 96% leased and had 6.4 years of weighted-average lease term as of December 31, 2016.

Charlotte also continues to deliver steady growth. The city’s unemployment rate at the end of 2016 was 4.6%, its lowest level since 2007. Charlotte’s low cost, business-friendly environment continued to push demand for office space in 2016 with over 622,000 square feet of net absorption during 2016 and historically low vacancy rates at the top-tier office assets. Developers have responded to these healthy office fundamentals as approximately 2.3 million square feet of new supply is now under construction. However, similar to Austin, we believe that our portfolio is well-positioned as we are approximately 98% leased with approximately 8.4 years of remaining weighted average lease term.

In Phoenix, we now own 1.3 million square feet in the high-growth Tempe submarket. Our portfolio of Tempe assets is located within walking distance of Arizona State University and its 80,000 students. While Phoenix saw impressive job growth in 2016, the Tempe submarket has been particularly strong with high-tech software and services job growth. With the increase in demand in Tempe and little new supply, office rents have hit historical highs while vacancy in the Class A market is less than 3%.

In our Florida markets, we see similar themes as it relates to job growth and supply/demand characteristics as we see in our other Sun Belt markets. Our new Tampa portfolio consists of 1.7 million square feet of Class A office product in the Westshore submarket. Westshore, which is located in close proximity to the airport, leads Tampa with the highest rents and the lowest vacancy levels at approximately 8.4%. In Orlando, we currently own approximately 1 million square feet of Class A assets in the central business district, which leads the broader market in rental rates. Class A vacancy levels in the central business district has declined to 9%, and there are no office projects under development.

Critical Accounting Policies

Our financial statements are prepared in accordance with GAAP as outlined in the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC"), and the notes to consolidated financial statements include a summary of the significant accounting policies for the Company. The preparation of financial statements in accordance with GAAP requires the use of certain estimates, a change in which could materially affect revenues, expenses, assets, or liabilities. Some of the our accounting policies are considered to be critical accounting policies, which are ones that are both important to the portrayal of our financial condition, results of operations, and cash flows, and ones that also require significant judgment or complex estimation processes. Our critical accounting policies are as follows:

Real Estate Assets

Cost Capitalization. We are involved in all stages of real estate ownership, including development. Prior to the point a project becomes probable of being developed (defined as more likely than not), we expense predevelopment costs. After we determine a project is probable, all subsequently incurred predevelopment costs, as well as interest, real estate taxes, and certain internal personnel and associated costs directly related to the project under development, are capitalized in accordance with accounting rules. If we abandon development of a project that had earlier been deemed probable, we charge all previously capitalized costs to expense. If this occurs, our predevelopment expenses could rise significantly. The determination of whether a project is probable requires judgment. If we determine that a project is probable, interest, general and administrative, and other expenses could be materially different than if management determines the project is not probable.

22

During the predevelopment period of a probable project and the period in which a project is under construction, we capitalize all direct and indirect costs associated with planning, developing, leasing, and constructing the project. Determination of what costs constitute direct and indirect project costs requires us, in some cases, to exercise judgment. If we determine certain costs to be direct or indirect project costs, amounts recorded in projects under development on the balance sheet and amounts recorded in general and administrative and other expenses on the statements of operations could be materially different than if we determine these costs are not directly or indirectly associated with the project.

Once a project is constructed and deemed substantially complete and held for occupancy, carrying costs, such as real estate taxes, interest, internal personnel, and associated costs, are expensed as incurred. Determination of when construction of a project is substantially complete and held available for occupancy requires judgment. We consider projects and/or project phases to be both substantially complete and held for occupancy at the earlier of the date on which the project or phase reached economic occupancy of 90% or one year after it is substantially complete. Our judgment of the date the project is substantially complete has a direct impact on our operating expenses and net income for the period.

Real Estate Property Acquisitions. Upon acquisition of an operating property, we record the acquired tangible and intangible assets and assumed liabilities at fair value at the acquisition date. Fair value is based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates as appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings, and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases.

The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired in-place lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. In-place leases at acquired properties are reviewed at the time of acquisition to determine if contractual rents are above or below current market rents for the acquired property, and an identifiable intangible asset or liability is recorded if there is an above-market or below-market lease.

The fair value of acquired in-place leases is derived based on our assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. This fair value is based on a variety of considerations including, but not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases; (2) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period; and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Factors considered in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, such as real estate taxes, insurance, and other operating expenses, current market conditions, and costs to execute similar leases, such as leasing commissions, legal, and other related expenses.

The amounts recorded for above-market and in-place leases are included in other assets on the balance sheets, and the amounts for below-market leases are included in other liabilities on the balance sheets. These amounts are amortized on a straight-line basis as an adjustment to rental income over the remaining term of the applicable leases.

The determination of the fair value of the acquired tangible and intangible assets and assumed liabilities of operating property acquisitions requires significant judgment about the numerous inputs discussed above. The use of different assumptions in these fair value calculations could significantly affect the reported amounts of the allocation of the acquisition related assets and liabilities and the related amortization and depreciation expense recorded for such assets and liabilities. In addition, since the values of above-market and below-market leases are amortized as either a reduction or increase to rental income, respectively, the judgments for these intangibles could have a significant impact on reported rental revenues and results of operations.

Depreciation and Amortization. We depreciate or amortize operating real estate assets over their estimated useful lives using the straight-line method of depreciation. We use judgment when estimating the life of real estate assets and when allocating certain indirect project costs to projects under development. Historical data, comparable properties, and replacement costs are some of the factors considered in determining useful lives and cost allocations. The use of different assumptions for the estimated useful life of assets or cost allocations could significantly affect depreciation and amortization expense and the carrying amount of our real estate assets.

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Impairment. We review our real estate assets on a property-by-property basis for impairment. This review includes our operating properties and land holdings.

The first step in this process is for us to use judgment to determine whether an asset is considered to be held and used or held for sale, in accordance with accounting guidance. In order to be considered a real estate asset held for sale, we must, among other things, have the authority to commit to a plan to sell the asset in its current condition, have commenced the plan to sell the asset, and have determined that it is probable that the asset will sell within one year. If we determine that an asset is held for sale, we must record an impairment loss if the fair value less costs to sell is less than the carrying amount. All real estate assets not meeting the held for sale criteria are considered to be held and used.

In the impairment analysis for assets held and used, we must use judgment to determine whether there are indicators of impairment. For operating properties, these indicators could include a decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a decline in lease rates for that property or others in the property’s market, or an adverse change in the financial condition of significant tenants. For land holdings, indicators could include an overall decline in the market value of land in the region, a decline in development activity for the intended use of the land or other adverse economic and market conditions.

If we determine that an asset that is held and used has indicators of impairment, we must determine whether the undiscounted cash flows associated with the asset exceed the carrying amount of the asset. If the undiscounted cash flows are less than the carrying amount of the asset, we must reduce the carrying amount of the asset to fair value.

In calculating the undiscounted net cash flows of an asset, we must estimate a number of inputs. For operating properties, we must estimate future rental rates, expenditures for future leases, future operating expenses, and market capitalization rates for residual values, among other things. For land holdings, we must estimate future sales prices as well as operating income, carrying costs, and residual capitalization rates for land held for future development. In addition, if there are alternative strategies for the future use of the asset, we must assess the probability of each alternative strategy and perform a probability-weighted undiscounted cash flow analysis to assess the recoverability of the asset. We must use considerable judgment in determining the alternative strategies and in assessing the probability of each strategy selected.

In determining the fair value of an asset, we exercise judgment on a number of factors. We may determine fair value by using a discounted cash flow calculation or by utilizing comparable market information. We must determine an appropriate discount rate to apply to the cash flows in the discounted cash flow calculation. We must use judgment in analyzing comparable market information because no two real estate assets are identical in location and price.

The estimates and judgments used in the impairment process are highly subjective and susceptible to frequent change. If we determine that an asset is held and used, the results of operations could be materially different than if we determine that an asset is held for sale. Different assumptions we use in the calculation of undiscounted net cash flows of a project, including the assumptions associated with alternative strategies and the probabilities associated with alternative strategies, could cause a material impairment loss to be recognized when no impairment is otherwise warranted. Our assumptions about the discount rate used in a discounted cash flow estimate of fair value and our judgment with respect to market information could materially affect the decision to record impairment losses or, if required, the amount of the impairment losses.

Revenue Recognition – Valuation of Receivables

Notes and accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. We review our receivables regularly for potential collection problems in computing the allowance to record against our receivables. This review requires us to make certain judgments regarding collectibility, notwithstanding the fact that ultimate collections are inherently difficult to predict. Economic conditions fluctuate over time, and we have tenants in many different industries which experience changes in economic health, making collectibility prediction difficult. Therefore, certain receivables currently deemed collectible could become uncollectible, and those reserved could ultimately be collected. A change in judgments made could result in an adjustment to the allowance for doubtful accounts with a corresponding effect on net income.

Investment in Joint Ventures

We hold ownership interests in a number of joint ventures with varying structures. We evaluate all of our joint ventures and other variable interests to determine if the entity is a variable interest entity (“VIE”), as defined in accounting rules. If the venture is a VIE, and if we determine that we are the primary beneficiary, we consolidate the assets, liabilities, and results of operations of the VIE. We quarterly reassess our conclusions as to whether the entity is a VIE and whether consolidation is appropriate as required under the rules. For entities that are not determined to be VIEs, we evaluate whether or not we have control or significant influence over the joint venture to determine the appropriate consolidation and presentation. Generally,

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entities under our control are consolidated, and entities over which we can exert significant influence, but do not control, are accounted for under the equity method of accounting.

We use judgment to determine whether an entity is a VIE, whether we are the primary beneficiary of the VIE, and whether we exercise control over the entity. If we determine that an entity is a VIE and we are the primary beneficiary or if we conclude that we exercise control over the entity, the balance sheets and statements of operations would be significantly different than if we concluded otherwise. In addition, VIEs require different disclosures in the notes to the financial statements than entities that are not VIEs. We may also change our conclusions and, thereby, change our balance sheets, statements of comprehensive income, and notes to the financial statements, based on facts and circumstances that arise after the original consolidation determination is made. These changes could include additional equity contributed to entities, changes in the allocation of cash flow to entity partners, and changes in the expected results within the entity.

We perform an impairment analysis of the recoverability of our investments in joint ventures on a quarterly basis. As part of this analysis, we first determine whether there are any indicators of impairment in any joint venture investment. If indicators of impairment are present for any of our investments in joint ventures, we calculate the fair value of the investment. If the fair value of the investment is less than the carrying value of the investment, we must determine whether the impairment is temporary or other than temporary, as defined by GAAP. If we assesses the impairment to be temporary, we do not record an impairment charge. If we conclude that the impairment is other than temporary, we record an impairment charge.

We use considerable judgment in the determination of whether there are indicators of impairment present and in the assumptions, estimations, and inputs used in calculating the fair value of the investment. These judgments are similar to those outlined above in the impairment of real estate assets. We also use judgment in making the determination as to whether the impairment is temporary or other than temporary by considering, among other things, the length of time that the impairment has existed, the financial condition of the joint venture, and the ability and intent of the holder to retain the investment long enough for a recovery in market value. Our judgment as to the fair value of the investment or on the conclusion of the nature of the impairment could have a material impact on our financial condition, results of operations, and cash flows.

Income Taxes – Valuation Allowance

We establish a valuation allowance against deferred tax assets if, based on the available evidence, it is more likely than not that such assets will not be realized. The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in either the carryback or carryforward periods under tax law. We periodically assesses the need for valuation allowances for deferred tax assets based on the "more likely than not" realization threshold criterion. In the assessment, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment requires considerable judgment by management and includes, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards, and tax planning alternatives. If management determines that we require a valuation allowance on our deferred tax assets, income tax expense or benefit could be materially different than if we determine no such valuation allowance is necessary.

Recoveries from Tenants

Recoveries from tenants for operating expenses are determined on a calendar year and on a lease-by-lease basis. The most common types of cost reimbursements in our leases are utility expenses, building operating expenses, real estate taxes, and insurance, for which the tenant pays its pro rata share in excess of a base year amount, if applicable. The computation of these amounts is complex and involves numerous judgments, including the interpretation of lease terms and other customer lease provisions. Leases are not uniform in dealing with such cost reimbursements and there are many variations in the computation. We accrue income related to these payments each month. We make monthly accrual adjustments, positive or negative, to recorded amounts to our best estimate of the annual amounts to be billed and collected with respect to the cost reimbursements. After the end of the calendar year, we compute each customer's final cost reimbursements and, after considering amounts paid by the tenant during the year, issue a bill or credit for the appropriate amount to the tenant. The differences between the amounts billed less previously received payments and the accrual adjustments are recorded as increases or decreases to revenues when the final bills are prepared, which occurs during the first half of the subsequent year.

Stock-based Compensation

We have several types of stock-based compensation plans. These plans are described in note 13, as are the accounting policies by type of award. Compensation cost for all stock-based awards requires measurement at estimated fair value on the grant date, and compensation cost is recognized over the service vesting period, which represents the requisite service period. For compensation plans that contain market performance measures, we must estimate the fair value of the awards on a quarterly basis and must adjust compensation expense accordingly. The fair values of these awards are estimated using complex pricing

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valuation models that require a number of estimates and assumptions. For awards that are based on our future earnings, we must estimate future earnings and adjust the estimated fair value of the awards accordingly.

We use considerable judgments in determining the fair value of these awards. Compensation expense associated with these awards could vary significantly based upon these estimates.

Discussion of New Accounting Pronouncements

In the first quarter of 2016, the Company adopted ASU 2015-03, "Simplifying the Presentation of Debt Costs" ("ASU 2015-03"). In accordance with ASU 2015-03, the Company began recording deferred financing costs related to its mortgage notes payable as a reduction in the carrying amount of its notes payable on the consolidated balance sheets. The Company reclassified $2.5 million in deferred financing costs from other assets to notes payable in its December 31, 2015 consolidated balance sheet to conform to the current period's presentation. Deferred financing costs related to the Company’s unsecured revolving credit facility continue to be included in other assets within the Company’s balance sheets in accordance with ASU 2015-15 "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements."

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." Under this ASU, the additional paid-in capital pool is eliminated, and an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This ASU also eliminated the requirement to defer recognition of an excess tax benefit until all benefits are realized through a reduction to taxes payable. This ASU also changes the treatment of excess tax benefits as operating cash flows in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The Company expects to adopt this guidance effective January 1, 2017, and is currently assessing the potential impact of adopting the new guidance.

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, "Leases," which amends the existing standards for lease accounting by requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting and reporting. The new standard will require lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months and classify such leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method (finance leases) or on a straight-line basis over the term of the lease (operating leases). Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes previous leasing standards. The guidance is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. The Company expects to adopt this guidance effective January 1, 2019, and is currently assessing the potential impact of adopting the new guidance. The impact of the adoption of this new guidance, if any, will be recorded retrospectively to all financial statements presented.

In 2015, the FASB issued ASC 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis." All legal entities are subject to reevaluation under the revised consolidation model. The amendment modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities. It also eliminates the presumption that a general partner should consolidate a limited partnership. The guidance is effective for public entities with periods beginning after December 15, 2015 with early adoption permitted. The Company adopted this guidance effective January 1, 2016, and it did not have material impact on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." Under the new guidance, companies will recognize revenue when the seller satisfies a performance obligation, which would be when the buyer takes control of the good or service. This new guidance could result in different amounts of revenue being recognized and could result in revenue being recognized in different reporting periods than under the current guidance. The new guidance specifically excludes revenue associated with lease contracts. ASU 2015-14, "Revenue from Contracts with Customers," was subsequently issued modifying the effective date to periods beginning after December 15, 2017, with early adoption permitted for periods beginning after December 15, 2016. The standard allows for either "full retrospective" adoption, meaning the standard is applied to all of the periods presented, or "modified retrospective" adoption, meaning the standard is applied only to the most recent period presented in the financial statements. The Company is currently assessing this guidance for future implementation and potential impact of adoption. The Company expects to adopt this guidance using the "modified retrospective" method effective January 1, 2018.

Results of Operations For The Three Years Ended December 31, 2016

General

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Our financial results have been significantly affected by the merger with Parkway (the "Merger") and the spin-off of the combined companies' Houston business to New Parkway (the "Spin-Off") (collectively, the "Parkway Transactions") that occurred in October 2016. Our financial results have also been affected by various purchase and sale transactions during the periods. During 2014, we purchased Fifth Third Center and Northpark Town Center (collectively, the "2014 Acquisitions"). During 2014, we sold 600 University Park Place and Lakeshore Park Plaza which were considered discontinued operations (the "2014 Discontinued Operations Properties"). In addition, we sold Mahan Village, and 777 Main (collectively, the "2014 Dispositions") which were not considered discontinued operations. During 2015, we sold 2100 Ross, The Points at Waterview, and 200, 333, and 555 North Point Center East (collectively, the "2015 Dispositions"). During 2016, we sold 100 North Point Center East and One Ninety One Peachtree (collectively, the "2016 Dispositions"). Accordingly, our historical financial statements may not be indicative of future operating results.

Net Operating Income

The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that have been fully operational in each of the comparable reporting periods. A fully operational property is one that has achieved 90% economic occupancy for each of the periods presented or has been substantially complete and owned by us for each of the periods presented. Same Property amounts for the 2016 versus 2015 comparison are from properties that were owned as of January 1, 2015 through December 31, 2016. Same Property amounts for the 2015 versus 2014 comparison are from properties that were owned as of January 1, 2014 through December 31, 2015. This information includes revenues and expenses of only consolidated properties.

We use Net Operating Income ("NOI"), a non-GAAP financial measure, to measure operating performance of our properties. NOI is also widely used by industry analysts and investors to evaluate performance. NOI, which is rental property revenues less rental property operating expenses, excludes certain components from net income in order to provide results that are more closely related to a property's results of operations. Certain items, such as interest expense, while included in net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level. As a result, management uses only those income and expense items that are incurred at the property level to evaluate a property's performance. Depreciation and amortization are also excluded from NOI. Same Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of our portfolio.

NOI increased $39.2 million between the 2016 and 2015 periods as follows:

	Year Ended December 31,
	2016		2015		$ Change		% Change
Rental Property Revenues
Same Property	$	71,802	$	69,012	$	2,790	4.0	%
Non-Same Property	178,012		127,232		50,780		39.9	%
	$	249,814	$	196,244	$	53,570	27.3	%
Rental Property Operating Expenses
Same Property	$	30,783	$	30,402	$	381	1.3	%
Non-Same Property	66,125		52,143		13,982		26.8	%
	$	96,908	$	82,545	$	14,363	17.4	%
Same Property NOI	$	41,019	$	38,610	$	2,409	6.2	%
Non-Same Property NOI	111,887		75,089		36,798		49.0	%
Total NOI	$	152,906	$	113,699	$	39,207	34.5	%

The increase in Same Property NOI was primarily driven by increases in revenues as a result of higher occupancy at 816 Congress and Promenade. Same Property operating expense increased due to these higher occupancy levels. The increase in Non-Same Property NOI is primarily due to the Parkway Transactions offset by the 2016 and 2015 Dispositions.

NOI increased $26.5 million between the 2015 and 2014 periods as follows:

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	Year Ended December 31,
	2015		2014		$ Change		% Change
Rental Property Revenues
Same Property	$	81,696	$	78,151	$	3,545	4.5	%
Non-Same Property	114,548		85,972		28,576		33.2	%
	$	196,244	$	164,123	$	32,121	19.6	%
Rental Property Operating Expenses
Same Property	$	36,596	$	35,720	$	876	2.5	%
Non-Same Property	45,949		41,243		4,706		11.4	%
	$	82,545	$	76,963	$	5,582	7.3	%
Same Property NOI	$	45,100	$	42,431	$	2,669	6.3	%
Non-Same Property NOI	68,599		44,729		23,870		53.4	%
Total NOI	$	113,699	$	87,160	$	26,539	30.4	%

The increase in Same Property NOI was primarily driven by an increase in revenues as a result of higher occupancy at Promenade. In addition, Promenade had lower expense due to operating expense savings in 2015. The increase in Non-Same Property NOI is primarily due to the commencement of operations at Colorado Tower and the 2014 Acquisitions, offset by decreases from the 2015 and 2014 Dispositions.

Fee Income

Fee income increased $1.1 million (14.4%) between 2016 and 2015 and decreased $5.2 million(41.7)% between 2015 and 2014. Fee income was higher in 2016 as a result of the recognition of additional development and leasing fees from joint venture properties. Fee income for 2014 was higher than 2015 because the 2014 amount includes a $4.5 million participation interest related to a contract that was assumed in the acquisition of an entity several years ago.

General and Administrative Expenses

General and administrative expenses increased $8.7 million (51.3%) between 2016 and 2015 and decreased $2.9 million (14.5%) between 2015 and 2014 primarily as a result of fluctuations in stock-based compensation expense due to the volatility in our stock price relative to office peers included in the SNL US Office REIT Index.

Interest Expense

Interest expense increased $3.9 million (17.2%) between 2016 and 2015 primarily as a result of mortgage loans assumed in the Parkway Transactions and as a result of the Company obtaining new mortgage loans on Colorado Tower and Fifth Third Center. Interest expense increased $1.8 million (8.3%) between 2015 and 2014 primarily as a result of the 816 Congress loan which closed in 2014 and higher higher average borrowings under the Credit Facility. These increases were partially offset by higher capitalized interest as a result of increased development expenditures.

Depreciation and Amortization

Depreciation and amortization increased $26.3 million (36.8%) between 2016 and 2015 primarily due to the Parkway Transactions. Depreciation and amortization increased $9.4 million (15.0%) between 2015 and 2014 primarily due to increases related to the 2014 Acquisitions.

Acquisition and Related Costs

Included in acquisition and related costs in 2016 are the costs associated with the Parkway Transactions. These costs included legal, accounting and financial advisory fees as well as the cost of due diligence work and the costs of combining the operations of Parkway with the Company. Costs included in acquisition and related costs in 2014 were related to the 2014 Acquisitions.

Other Expense

Other expense increased $4.7 million between 2016 and 2015 as a result of an impairment loss recorded on residential land. Other expense decreased $2.5 million between 2015 and 2014 primarily as a result of a decrease in predevelopment expenses.

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Income from Unconsolidated Joint Ventures

Income from unconsolidated joint ventures consisted of the following in 2016, 2015 and 2014:

	Year Ended December 31,
	2016			2015			2014
Net operating income	$	28,784		$	24,335		$	25,896
Other income	4,106			787			717
Depreciation and amortization	(13,905		)	(11,645		)	(11,913		)
Interest expense	(8,423		)	(7,455		)	(7,364		)
Land sales gain	—			2,280			2,165
Other gains	—			—			1,767
Income from unconsolidated joint ventures	$	10,562		$	8,302		$	11,268

Income from unconsolidated joint ventures increased between 2016 and 2015 primarily because of an increase in net operating income resulting from two unconsolidated joint ventures acquired as a part of the Parkway Transactions and an increase in lease termination fees, offset by increases in depreciation and amortization expense and interest expense due to the Parkway Transactions. Income from unconsolidated joint ventures decreased between 2015 and 2014 primarily because of a gain on the sale of our investment in Cousins Watkins LLC in 2014.

Gain on Sale of Investment Properties

Included in gain on sale of investment properties in 2016 are gains recognized on the 2016 Dispositions as well as the sale of 20 acres of commercial land in our Northpoint project. The combined sales prices of the 2016 Dispositions represents a weighted average capitalization rate of 6.7%. Included in gain on sale of investment properties in 2015 are gains recognized on the 2015 Dispositions. The combined sales prices of the 2015 Dispositions represent a weighted average capitalization rate of 6.5%. Included in gain on sale of investment properties in 2014 are gains recognized on the 2014 Dispositions. The combined sales prices of the 2014 Dispositions and the 2014 Discontinued Operations Properties represent a weighted average capitalization rate of 6.3%. Capitalization rates are calculated by dividing projected annualized NOI by the sales price.

Discontinued Operations

Discontinued operations contains the operations of Post Oak Central and Greenway Plaza (the "Houston Properties"), two of our properties that were included in the Spin-Off. Because we decided to exit the Houston market in connection with the Parkway Transactions, the Spin-Off represents a strategic shift that has a significant impact on our operations. As such, the Spin-Off of these properties qualify for discontinued operations treatment. The operations of the Houston Properties have been reclassified into discontinued operations for all periods presented. In addition, in 2014 we sold Lakeshore Park Plaza and 600 University Place, both located in Birmingham, Alabama, and these properties qualified for discontinued operations treatment at that time. Included in discontinued operations for 2014 is a gain on the sale of these two properties. Income from discontinued operations increased in 2015 then decreased in 2016 because we purchased the Houston Properties in 2014 and the Spin-Off occurred in 2016. Thus, 2015 represented the only full year of operations for these assets in our financial statements.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests includes the outside parties' share of the net income of CPLP as well as that of certain other consolidated entities.

Preferred Stock Original Issuance Costs

In 2014, we redeemed all outstanding shares of our 7.5% Series B Cumulative Redeemable Preferred Stock. In connection with this redemption, net income available for common shareholders decreased by $3.5 million (non-cash), which represented the original issuance costs applicable to the shares redeemed.

Funds from Operations

The table below shows Funds from Operations Available to Common Stockholders (“FFO”), a non-GAAP financial measure, and the related reconciliation to net income available to common stockholders for the Company. The Company calculates FFO in accordance with the National Association of Real Estate Investment Trusts’ ("NAREIT") definition, which is net income available to common stockholders (computed in accordance with GAAP), excluding extraordinary items, cumulative effect of

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change in accounting principle and gains on sale or impairment losses on depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.

FFO is used by industry analysts and investors as a supplemental measure of a REIT’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Our management evaluates operating performance in part based on FFO. Additionally, our management uses FFO, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to our officers and other key employees. The reconciliation of net income (loss) available to common stockholders to FFO is as follows for the years ended December 31, 2016, 2015, and 2014 (in thousands, except per share information):

	Year Ended December 31,
	2016			2015			2014
Net Income Available to Common Stockholders	$	79,109		$	125,518		$	45,519
Depreciation and amortization of real estate assets:
Consolidated properties	96,583			70,003			61,391
Discontinued properties	47,345			63,791			77,760
Share of unconsolidated joint ventures	13,904			11,645			11,915
Partners' share of real estate depreciation	(3,564		)	—			—
(Gain) loss on sale of depreciated properties:
Consolidated properties	(73,533		)	(78,759		)	(30,188		)
Discontinued properties	—			551			—
Share of unconsolidated joint ventures	—			—			(1,767		)
Non-controlling interest related to unit holders	784			—			574
Funds From Operations	$	160,628		$	192,749		$	165,204
Per Common Share — Diluted:
Net Income Available	$	0.31		$	0.58		$	0.22
Funds From Operations	$	0.63		$	0.89		$	0.81
Weighted Average Shares — Diluted	256,023			215,979			204,460

Net Operating Income

Company management evaluates the performance of its property portfolio in part based on NOI. NOI represents rental property revenues less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, and other non-operating items.

The following reconciles NOI to Net Income each of the periods presented (in thousands):

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	Year Ended December 31,
	2016			2015			2014
Net Income	$	80,104		$	125,629		$	53,008
Fee income	(8,347		)	(7,297		)	(12,519		)
Other income	(1,050		)	(828		)	(919		)
Reimbursed expenses	3,259			3,430			3,652
General and administrative expenses	25,592			16,918			19,784
Interest expense	26,650			22,735			20,983
Depreciation and amortization	97,948			71,625			62,258
Acquisition and merger costs	24,521			299			1,130
Other expenses	5,888			1,181			3,729
Loss on extinguishment of debt	5,180			—			—
Income from unconsolidated joint ventures	(10,562		)	(8,302		)	(11,268		)
Gain on sale of investment properties	(77,114		)	(80,394		)	(12,536		)
Income from discontinued operations	(19,163		)	(31,297		)	(40,122		)
Net Operating Income	$	152,906		$	113,699		$	87,180

Liquidity and Capital Resources

Our primary short-term and long-term liquidity needs include the following:

• property acquisitions;

• expenditures on development projects;

• building improvements, tenant improvements, and leasing costs;

• principal and interest payments on indebtedness;

• repurchase of our common stock; and

• common stock dividends.

We may satisfy these needs with one or more of the following:

• net cash from operations;

• sales of assets;

• borrowings under our Credit Facility;

• proceeds from unsecured debt;

• proceeds from mortgage notes payable;

• proceeds from equity offerings;

• issuance of CPLP limited partnership units; and

• joint venture formations.

Financial Condition

A key component of our strategy is to maintain a conservative balance sheet with leverage that enables us to be positioned for future growth. Our conservative balance sheet was a factor in our ability to complete the Parkway Transactions. Our debt to total market capitalization ratio at December 31, 2016 was 32.3% and as of December 31, 2015 it was 32.2%. We expect to further reduce indebtedness in 2017 and may do so with property sales and/or common stock issuances.

As of December 31, 2016, we had $134.0 million outstanding under our Credit Facility, and had the ability to borrow an additional $365.0 million under the Credit Facility.

Contractual Obligations and Commitments

At December 31, 2016, we were subject to the following contractual obligations and commitments (in thousands):

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	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 years
Contractual Obligations:
Company debt:
Unsecured Credit Facility	$	134,000	$	—	$	134,000	$	—	$	—
Term Loan	250,000		—		—		250,000		—
Mortgage notes payable	994,676		495,916		42,395		45,082		411,283
Interest commitments (1)	203,898		47,247		58,201		49,557		48,893
Ground leases	209,770		2,320		4,642		4,646		198,162
Other operating leases	1,382		475		688		219		—
Total contractual obligations	$	1,793,726	$	545,958	$	239,926	$	349,504	$	658,338
Commitments:
Unfunded development and tenant improvement commitments	135,696		135,696		—		—		—
Letters of credit, performance bonds	3,824		3,167		657		—		—
Total commitments	$	139,520	$	138,863	$	657	$	—	$	—

(1) Interest on variable rate obligations is based on rates effective as of December 31, 2016.

In addition, we have several standing or renewable service contracts mainly related to the operation of our buildings. These contracts were entered into in the ordinary course of business and are generally one year or less. These contracts are not included in the above table and are usually reimbursed in whole or in part by tenants.

Debt Associated with the Merger and Spin-Off

In connection with the Merger, we assumed $635.2 million of mortgage debt at a weighted average stated interest rate of 5.2%. Subsequent to the Merger and before December 31, 2016, we repaid $251.9 million of this assumed mortgage debt, which included the legal defeasance of a $20.2 million mortgage loan. In connection with the Spin-Off, we distributed the Post Oak Central mortgage note to New Parkway on October 7, 2016.

In the Merger, we assumed $550 million in Parkway unsecured term debt, received proceeds from a $350 million senior secured term loan and repaid the $550 million in unsecured term debt. In the Spin-Off, we distributed the $350 million senior secured term loan to New Parkway.

Other Mortgage Loan Information

In 2016, we had the following mortgage loan activity:

• Entered into a $120.0 million non-recourse mortgage loan secured by Colorado Tower, a 373,000 square foot office building in Austin, Texas. The mortgage bears interest at a fixed annual rate of 3.45% and matures September 1, 2026.

• Entered into a $150.0 million non-recourse mortgage loan secured by Fifth Third Center, a 698,000 square foot office building in Charlotte, North Carolina. The mortgage bears interest at a fixed annual rate of 3.37% and matures October 1, 2026.

• Repaid the 191 Peachtree Tower mortgage loan in full in connection with a sale of the building and paid a $3.7 million prepayment penalty.

In 2015, we prepaid, without penalty, the $14.2 million The Points at Waterview mortgage note. The note was scheduled to mature on January 1, 2016.

Our existing mortgage debt is primarily non-recourse, fixed-rate mortgage loans secured by various real estate assets. Many of our non-recourse mortgages contain covenants which, if not satisfied, could result in acceleration of the maturity of the debt. We expect to either refinance the non-recourse mortgage loans at maturity or repay the mortgage loans with proceeds from other financings. As of December 31, 2016, the weighted average interest rate on our consolidated debt was 4.25%.

As a result of the Parkway Transactions, we assumed four non-recourse mortgage loans with an aggregate principal amount of $360.0 million that mature in 2017. In addition, we have one additional non-recourse mortgage loan with a principal balance of $127.5 million that matures in 2017. While we do not currently have the liquid funds available to satisfy the obligations, we

32

expect to repay these loans when they mature with a combination of sources of capital including, but not limited to, asset sales, unsecured debt, mortgage loans on these or other properties, or issuance of common equity.

Credit Facility Information

We maintain a $500 million Credit Facility that matures in May 2019. The Credit Facility may be expanded to $750 million. The Credit Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread, based on our leverage ratio, as defined in the Credit Facility. At December 31, 2016, we had $134.0 million drawn on the facility and a total available borrowing capacity of $365.0 million. The amount that we may draw is a defined calculation based on our unencumbered assets and other factors and is reduced by both letters of credit and borrowings outstanding.

The Credit Facility includes customary events of default, including, but not limited to, the failure to pay any interest or principal when due, the failure to perform under covenants of the credit agreement, incorrect or misleading representations or warranties, insolvency or bankruptcy, change of control, the occurrence of certain ERISA events and certain judgment defaults. The amounts outstanding under the Credit Facility may be accelerated upon an event of default. The Credit Facility contains restrictive covenants pertaining to our operations, including limitations on the amount of debt that may be incurred, the sale of assets, transactions with affiliates, dividends and distributions. The Credit Facility also includes certain financial covenants (as defined in the agreement) that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 2.00; a fixed charge coverage ratio of 1.50; and a leverage ratio of no more than 60%. We are currently in compliance with our financial covenants.

Term Loan

During 2016, we obtained a $250 million Term Loan that matures on December 2, 2021. The Term Loan contains financial covenants consistent with those of the Credit Facility. The Term Loan bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread, based on our leverage ratio, as defined in the Term Loan. The Term Loan's covenants are consistent with those of the Credit Facility.

Future Capital Requirements

Over the long term, we intend to actively manage our portfolio of properties and strategically sell assets to exit our non-core holdings, reposition our portfolio of income-producing assets geographically, and generate capital for future investment activities. We expect to continue to utilize indebtedness to fund future commitments as well as utilize construction facilities for some development assets, if available and under appropriate terms.

We may also generate capital through the issuance of securities that include common or preferred stock, warrants, debt securities, depositary shares or the issuance of CPLP limited partnership units. In January 2017, we filed a shelf registration statement to allow for the issuance from time to time of such securities. Management will continue to evaluate all public equity sources and select the most appropriate options as capital is required.

Our business model is dependent upon raising or recycling capital to meet obligations. If one or more sources of capital are not available when required, we may be forced to reduce the number of projects we acquire or develop and/or raise capital on potentially unfavorable terms, or may be unable to raise capital, which could have an adverse effect on our financial position or results of operations.

Cash Flows

We report and analyze our cash flows based on operating activities, investing activities and financing activities. Cash and cash equivalents were $35.7 million, $2.0 million, and $0 at December 31, 2016, 2015, and 2014, respectively. The following table sets forth the changes in cash flows (in thousands):

	Year Ended December 31,									2016 to 2015 Change			2015 to 2014 Change
	2016			2015			2014
Net cash provided by operating activities	$	111,282		$	151,661		$	142,400		$	(40,379	)	$	9,261
Net cash provided by (used in) investing activities	460,939			38,482			(461,615		)	422,457			500,097
Net cash provided by (used in) financing activities	(538,537		)	(188,140		)	318,240			(350,397		)	(506,380		)

The reasons for significant increases and decreases in cash flows between the periods are as follows:

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Cash Flows from Operating Activities. Cash provided by operating activities decreased $40.4 million between the 2016 and 2015 periods primarily as a result of payment of expenses associated with the Parkway Transactions and the timing of payment of property expenses. Cash provided by operating activities increased $9.3 million between the 2015 and 2014 periods primarily as a result of an increase in cash provided from property operations.

Cash Flows from Investing Activities. Cash flows provided by investing activities increased $422.5 million between the 2016 and 2015 periods primarily from assets sales in 2016. Cash flows from investing activities increased $500.1 million between the 2015 and 2014 period primarily as a result of decreases in acquisition, development and tenant expenditures between the periods.

Cash Flows from Financing Activities. Cash flows used in financing activities decreased $350.4 million between the 2016 and 2015 periods primarily as a result of an increase in payments to noncontrolling interest holders and cash distributed to New Parkway in connection with the Spin-Off. Cash flows from financing activities decreased $506.4 million between 2015 and 2014 periods, primarily as a result of a decrease in proceeds from common stock offerings and a decrease in net proceeds from indebtedness.

Capital Expenditures

We incur capital expenditures related to our real estate assets that include acquisition of properties, development of new properties, redevelopment of existing or newly purchased properties, leasing costs for new or replacement tenants and ongoing property repairs and maintenance.

Capital expenditures for assets we develop or acquire and then hold and operate are included in the property acquisition, development, and tenant asset expenditures line item within investing activities on the statements of cash flows. Amounts accrued are removed from the table below (accrued capital expenditures adjustment) to show the components of these costs on a cash basis. Components of expenditures included in this line item for the years ended December 31, 2016, 2015 and 2014 are as follows (in thousands):

	2016			2015		2014
Acquisition of property	$	—		$	—	$	551,153
Projects under development	109,760			52,015		63,911
Operating properties—leasing costs	50,030			28,052		10,431
Operating properties—building improvements	30,718			83,615		76,296
Land held for investment	—			8,098		—
Capitalized interest	4,696			3,579		2,535
Capitalized salaries	6,248			7,146		6,821
Accrued capital expenditures adjustment	(7,918		)	2,483		(404		)
Total property acquisition, development and tenant asset expenditures	$	193,534		$	184,988	$	710,743

Capital expenditures increased $8.5 million between 2016 and 2015 primarily due to an increase in projects under development and leasing costs, offset by a decrease in building improvement expenditures. Capital expenditures decreased $525.8 million between 2015 and 2014, mainly due to decreased operating property acquisition activity. Leasing costs, as well as some of the tenant improvements and capitalized personnel costs, are a function of the number and size of executed new and renewed leases. The amount of tenant improvements and leasing costs on a per square foot basis for 2016, 2015 and 2014 were as follows:

	2016	2015	2014
New leases	$6.10	$5.90	$6.84
Renewal leases	$3.88	$2.15	$3.23
Expansion leases	$5.51	$6.32	$5.59

The amounts of tenant improvement and leasing costs on a per square foot basis vary by lease and by market. Given the level of expected leasing and renewal activity, in future periods, we expect tenant improvements and leasing costs per square foot to remain consistent with those experienced during 2016.

Dividends. We paid dividends on our common stock of $50.5 million, $69.2 million, and $61.6 million in 2016, 2015, and 2014, respectively. In 2014, we also paid $3.0 million in dividends on preferred stock. We funded these dividends with cash provided by operating activities. We declared and paid our fourth quarter 2016 dividend in the amount of $0.06 per share in

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January 2017, which accounts for the decrease in common dividends paid in 2016 as compared to 2015. We expect to fund our quarterly distributions to common stockholders with cash provided by operating activities, proceeds from investment property sales, distributions from unconsolidated joint ventures and indebtedness, if necessary.

On a quarterly basis, we review the amount of our common dividend in light of current and projected future cash provided by operating activities and also consider the requirements needed to maintain our REIT status. In addition, we have certain covenants under our Credit Facility which could limit the amount of common dividends paid. In general, common dividends of any amount can be paid as long as leverage, as defined in the facility, is less than 60% and we are not in default under our facility. Certain conditions also apply in which we can still pay common dividends if leverage is above that amount. We routinely monitor the status of our common dividend payments in light of the Credit Facility covenants. In the first quarter of 2015, we increased the quarterly common dividend from $0.075 per share to $0.080 per share. In the fourth quarter of 2016, we decreased the quarterly common dividend to $0.060 per share.

Effects of Inflation

We attempt to minimize the effects of inflation on income from operating properties by providing periodic fixed-rent increases or increases based on the Consumer Price Index and/or pass-through of certain operating expenses of properties to tenants or, in certain circumstances, rents tied to tenants’ sales.

Off Balance Sheet Arrangements

General. We have a number of off balance sheet joint ventures with varying structures, as described in note 6 to consolidated financial statements. Most of the joint ventures in which we have an interest are involved in the ownership and/or development of real estate. A venture will fund capital requirements or operational needs with cash from operations or financing proceeds. If additional capital is deemed necessary, a venture may request a contribution from the partners, and we will evaluate such request. Except as previously discussed, based on the nature of the activities conducted in these ventures, management cannot estimate with any degree of accuracy amounts that we may be required to fund in the short or long-term. However, management does not believe that additional funding of these ventures will have a material adverse effect on our financial condition or results of operations.

Debt. At December 31, 2016, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $526.5 million. These loans are generally mortgage or construction loans, most of which are non-recourse to us, except as described below. In addition, in certain instances, we provide “non-recourse carve-out guarantees” on these non-recourse loans. Certain of these loans have variable interest rates, which creates exposure to the ventures in the form of market risk due to interest rate changes. At December 31, 2016, $6.3 million of debt at our unconsolidated joint ventures were recourse to us.

We guarantee repayment of up to $3.4 million of the EP II LLC construction loan, which has a maximum amount available of $46.0 million. At December 31, 2016, we guaranteed $8.6 million based on amounts outstanding as of that date under this loan. This guarantee may be reduced and/or eliminated based on achievement of certain criteria. We also guarantee 12.5% of the loan amount related to the Carolina Square construction loan, which has a lending capacity of $79.8 million, and $23.7 million outstanding as of December 31, 2016.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

Our primary exposure to market risk results from our debt, which bears interest at both fixed and variable rates. We attempt to mitigate this risk by limiting our debt exposure in total and our maturities in any one year and weighting more towards fixed-rate debt in our portfolio. The fixed rate debt obligations limit the risk of fluctuating interest rates, and generally are mortgage loans secured by certain of our real estate assets. As a result of the Parkway Transactions, we assumed four non-recourse mortgage loans with an aggregate principal amount of $360.0 million that mature in 2017. In addition, we have one additional non-recourse mortgage loan with a principal balance of $127.5 million that matures in 2017. We expect to repay these loans when they mature with a combination of sources of capital including, but not limited to, asset sales, unsecured debt, mortgage loans on these or other properties, or issuance of common equity. At December 31, 2016, we had $994.7 million of fixed rate debt outstanding at a weighted average interest rate of 4.87%. At December 31, 2015, we had $629.3 million of fixed rate debt outstanding at a weighted average interest rate of 4.57%. The amount of fixed-rate debt outstanding increased and the weighted average interest rate increased from 2015 to 2016 as a result of the loans assumed in the Parkway Transactions having higher rates than the loans we had at December 31, 2015. See note 9 of the notes to consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding 2016 debt activity.

At December 31, 2016, we had $384.0 million of variable rate debt outstanding, which consisted of the Credit Facility with an outstanding balance of $134.0 million at a weighted average interest rate of 1.87% and a $250.0 million term loan with a weighted average interest rate of 1.97%. As of December 31, 2015, we had $92.0 million of variable rate debt outstanding

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which consisted of the Credit Facility at a weighted average interest rate of 1.53%. Based on our average variable rate debt balances in 2016, interest incurred would have increased by $2.3 million in 2016 if these interest rates had been 1% higher.

The following table summarizes our market risk associated with notes payable as of December 31, 2016. It includes the principal maturing, an estimate of the weighted average interest rates on those expected principal maturity dates and the fair values of the Company’s fixed and variable rate notes payable. Fair value was calculated by discounting future principal payments at estimated rates at which similar loans could have been obtained at December 31, 2016. The information presented below should be read in conjunction with note 9 of notes to consolidated financial statements included in this Annual Report on Form 10-K. We did not have a significant level of notes receivable at December 31, 2016, and the table does not include information related to notes receivable.

($ in thousands)	2017			2018			2019			2020			2021			Thereafter			Total			Estimated Fair Value
Notes Payable:
Fixed Rate	$	495,916		$	9,348		$	33,047		$	33,826		$	11,256		$	411,283		$	994,676		$	1,013,139
Average Interest Rate	5.99		%	3.43		%	4.01		%	6.00		%	—		%	3.66		%	4.87		%
Variable Rate	$	—		$	—		$	134,000		$	—		$	250,000		$	—		$	384,000		$	384,000
Average Interest Rate (1)	—			—			1.87		%	—		%	1.97		%	—			1.73		%

(1)Interest rates on variable rate notes payable are equal to the variable rates in effect on December 31, 2016.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements, notes to consolidated financial statements, and report of independent registered public accounting firm are included on pages F-1 through F-33.

The following selected quarterly financial information (unaudited) for the years ended December 31, 2016 and 2015 should be read in conjunction with the consolidated financial statements and notes thereto included herein (in thousands, except per share amounts):

	Quarters
	First		Second			Third		Fourth
2016	(Unaudited)
Revenues	$	47,942	$	48,305		$	48,672	$	114,292
Income from unconsolidated joint ventures	1,834		1,784			1,527		5,418
Gain (loss) on sale of investment properties	14,190		(246		)	—		63,169
Income from continuing operations	14,694		242			2,920		43,085
Discontinued operations	8,101		7,523			8,737		(5,198		)
Net income	22,796		7,765			11,657		37,887
Net income attributable to controlling interest	22,796		7,765			11,657		36,892
Net income available to common stockholders	22,796		7,765			11,657		36,892
Basic and diluted net income per common share	$	0.11	$	0.04		$	0.06	$	0.10

	Quarters
	First		Second			Third		Fourth
2015	(Unaudited)
Revenues	$	48,915	$	52,667		$	52,873	$	49,913
Income from unconsolidated joint ventures	1,611		1,761			3,716		1,214
Gain (loss) on sale of investment properties	1,105		(576		)	37,145		42,720
Income from continuing operations	2,206		27			44,739		47,361
Discontinued operations	4,997		7,925			8,881		9,494
Net income	7,203		7,951			53,620		56,855
Net income attributable to controlling interest	7,203		7,951			53,620		56,744
Net income available to common stockholders	7,203		7,951			53,620		56,744
Basic and diluted net income per common share	$	0.03	$	0.04		$	0.25	$	0.27

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The above quarterly information may not sum to full year information due to rounding. Other financial statements and financial statement schedules required under Regulation S-X are filed pursuant to item 15 of part IV of this report. The amounts presented in 2015 have been restated from previous period presentations due to reclassifications related to discontinued operations. See note 3 in the notes to the consolidated financial statements for further detail.

During 2016 and 2015, our quarterly results varied as a result of the timing of the sales of assets, which generated gains within quarters of each year and as a result of the effects of the Parkway Transactions. These gains were recorded within gain (loss) on sale of investment properties, income (loss) from discontinued operations and income from unconsolidated joint ventures.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives.

As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Management on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. The framework on which the assessment was based is described in “Internal Control – Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, we concluded that we maintained effective internal control over financial reporting as of December 31, 2016. Deloitte & Touche, our independent registered public accounting firm, issued an opinion on the effectiveness of our internal control over financial reporting as of December 31, 2016, which follows this report of management.

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Cousins Properties Incorporated

Atlanta, Georgia

We have audited the internal control over financial reporting of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2016 of the Company and our report dated February 20, 2017 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule and included an explanatory paragraph regarding the Company’s change in method of accounting for and disclosure of discontinued operations and disposals of components of an entity due to the adoption of a new accounting standard.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

February 20, 2017

38

Item 9B. Other Information

None.

PART III

Directors, Executive Officers and Corporate Governance

The information required by Items 401, 405, 406, and 407 of Regulation S-K is presented in item X in part I above and is included under the captions “Proposal 1 - Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement relating to the 2017 Annual Meeting of the Registrant’s Stockholders, and is incorporated herein by reference. The Company has a Code of Business Conduct and Ethics (the “Code”) applicable to its Board of Directors and all of its employees. The Code is publicly available on the “Investor Relations” page of its website site at www.cousinsproperties.com. Section 1 of the Code applies to the Company’s senior executive and financial officers and is a “code of ethics” as defined by applicable SEC rules and regulations. If the Company makes any amendments to the Code other than technical, administrative or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of the Code to the Company’s senior executive or financial officers, the Company will disclose on its website the nature of the amendment or waiver, its effective date and to whom it applies. There were no amendments or waivers during 2016.

Item 11. Executive Compensation

The information required by Items 402 and 407 of Regulation S-K is included under the captions “Executive Compensation” “Director Compensation” and "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement relating to the 2017 Annual Meeting of the Registrant’s Stockholders is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information under the captions “Beneficial Ownership of Common Stock” and "Equity Compensation Plan Information" in the Proxy Statement relating to the 2017 Annual Meeting of the Registrant’s Stockholders is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information under the caption “Certain Transactions” and “Director Independence” in the Proxy Statement relating to the 2017 Annual Meeting of the Registrant’s Stockholders is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information under the caption “Summary of Fees to Independent Registered Public Accounting Firm” in the Proxy Statement relating to the 2017 Annual Meeting of the Registrant’s Stockholders has fee information for fiscal years 2016 and 2015 and is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1.     Financial Statements

A. The following consolidated financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as a part of this report:

	Page Number
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets—December 31, 2016 and 2015	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015, and 2014	F-4
Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015, and 2014	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014	F-6
Notes to Consolidated Financial Statements	F-7

2. Financial Statement Schedule

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The following financial statement schedule for the Registrant is filed as a part of this report:

	Page Number
A.     Schedule III—Real Estate and Accumulated Depreciation—December 31, 2016	S-1 through S-3

NOTE: Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

(b) Exhibits

2.1	Purchase and Sale Contract for Northpark Town Center, dated as of August 1, 2014, by and between FulcoProp400LLC and FulcoProp56 LLC and Cousins Acquisitions Entity, LLC, a wholly owned subsidiary of the Registrant, filed as Exhibit 2.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)
2.2	Agreement and Plan of Merger, dated April 28, 2016, by and among Parkway Properties, Inc., Parkway Properties LP, Cousins Properties Incorporated and Clinic Sub Inc., filed as Exhibit 2.1 to the Registrant's Current Form on Form 8-K filed on April 29, 2016, and incorporated herein by reference.
2.3	Separation, Distribution and Transition Services Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc. and Parkway Operating Partnership LP., filed as Exhibit 2.1 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.
2.4	Tax Matters Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc. and Parkway Operating Partnership LP., filed as Exhibit 2.2 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.
2.5	Employee Matters Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc. and Parkway Operating Partnership LP., filed as Exhibit 2.3 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.
3.1	Restated and Amended Articles of Incorporation of the Registrant, as amended August 9, 1999, filed as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.
3.1.1	Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference.
3.1.2	Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit 3(a)(i) to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.
3.1.3	Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, dated May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2010, and incorporated herein by reference.
3.1.4	Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 9, 2014, filed as Exhibit 3.1.4 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference.
3.1.5	Articles of Amendment to Restated and Amended Articles of Incorporation of Cousins, as amended October 6, 2016, filed as Exhibit 3.1 and 3.1.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, and incorporated herein by reference.
3.2	Bylaws of the Registrant, as amended and restated December 4, 2012, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 7, 2012, and incorporated herein by reference.
10(a)(i)*	Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended and restated, approved by the Stockholders on May 6, 2008, filed as Annex B to the Registrant’s Proxy Statement dated April 13, 2008, and incorporated herein by reference.

40

10(a)(ii)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 9, 2005, and incorporated herein by reference.
10(a)(iii)*	Amendment No. 1 to Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10(a)(iii) to the Registrant’s Form 10-Q for the quarter ended March 31, 2006, and incorporated herein by reference.
10(a)(iv)*	Cousins Properties Incorporated 1999 Incentive Stock Plan – Form of Key Employee Non-Incentive Stock Option and Stock Appreciation Right Certificate, amended effective December 6, 2007, filed as Exhibit 10(a)(vi) to the Registrant’s Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
10(a)(v)*	Cousins Properties Incorporated 1999 Incentive Stock Plan – Form of Key Employee Incentive Stock Option and Stock Appreciation Right Certificate, amended effective December 6, 2007, filed as Exhibit 10(a)(vii) to the Registrant’s Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
10(a)(vi)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate, filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated December 11, 2006, and incorporated herein by reference.
10(a)(vii)*	Amendment No. 2 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 18, 2006, and incorporated herein by reference.
10(a)(viii)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for Directors, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 18, 2006, and incorporated herein by reference.
10(a)(ix)*	Form of Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 31, 2007, and incorporated herein by reference.
10(a)(x)*	Amendment No. 1 to the Cousins Properties Incorporated 1999 Incentive Stock Plan, filed as Exhibit 10(a)(ii) to the Registrant’s Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference.
10(a)(xi)*	Amendment No. 4 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan dated September 8, 2008, filed as Exhibit 10(a)(xiii) to the Registrant’s Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.
10(a)(xii)*	Amendment No. 5 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan dated February 16, 2009, filed as Exhibit 10(a)(xiv) to the Registrant’s Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.
10(a)(xiii)*	Form of Amendment Number One to Change in Control Severance Agreement filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.
10(a)(xiv)*	Amendment Number 6 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.
10(a)(xv)*	Form of Cousins Properties Incorporated Cash Long Term Incentive Award Certificate filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.
10(a)(xvi)*	Cousins Properties Incorporated 2009 Incentive Stock Plan, as approved by the Stockholders on May 12, 2009, filed as Annex B to the Registrant’s Proxy Statement dated April 3, 2009, and incorporated herein by reference.
10(a)(xvii)*	Cousins Properties Incorporated Director Non-Incentive Stock Option and Stock Appreciation Right Certificate under the Cousins Properties Incorporated 2009 Incentive Stock Plan, filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.
10(a)(xviii)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for 2010-2012 Performance Period filed as Exhibit 10(a)(xx) to the Registrant’s Form 10-K for the year ended December 31, 2009, and incorporated herein by reference.
10(a)(xix)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Non-Incentive Stock Option Certificate filed as Exhibit 10(a)(xxi) to the Registrant’s Form 10-K for the year ended December 31, 2009, and incorporated herein by reference.

41

10(a)(xx)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate filed as Exhibit 10(a)(xxii) to the Registrant’s Form 10-K for the year ended December 31, 2009, and incorporated herein by reference.
10(a)(xxi)*	Form of New Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2011, and incorporated herein by reference.
10(a)(xxii)*	Form of Amendment Number Two to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 7, 2011, and incorporated herein by reference.
10(a)(xxiii)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate filed as Exhibit 10(a)(xxv) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.
10(a)(xxiv)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Non-Incentive Stock Option Certificate filed as Exhibit 10(a)(xxvi) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.
10(a)(xxv)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Incentive Stock Option Certificate filed as Exhibit 10(a)(xxvii) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.
10(a)(xxvi)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for 2011-2013 Performance Period filed as Exhibit 10(a)(xxviii) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.
10(a)(xxvii)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for 2012-2016 Performance Period filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 3, 2012, and incorporated herein by reference.
10(a)(xxviii)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Incentive Stock Option Certificate filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 3, 2012, and incorporated herein by reference.
10(a)(xxix)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for 2012-2016 Performance Period, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 3, 2012 and incorporated herein by reference.
10(a)(xxx)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on February 3, 2012 and incorporated herein by reference.
10(a)(xxxi)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2014-2016 Performance Period, filed as Exhibit 10(a)(xxxi) to the Registrant's Form 10-K for the year ended December 31, 2013, and incorporated herein by reference.
10(a)(xxxii)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxii) to the Registrant's Form 10-K for the year ended December 31, 2013, and incorporated herein by reference.
10(a)(xxxiii)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2015-2017 Performance Period, filed as Exhibit 10(a)(xxxiii) to the Registrant's Form 10-K for the year ended December 31, 2014, and incorporated herein by reference.
10(a)(xxxiv)*	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2016-2018 Performance Period, filed as Exhibit 10(a)(xxxiv) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.
10(a)(xxxv)*	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxv) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.
10(a)(xxxvi)*	Form of Amendment Number One to Change in Control Severance Agreement, filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.
10(a)(xxxvii)*†	Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2017-2019 Performance Period.
10(a)(xxxviii)*†	Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate.

42

10(g)	Form of Indemnification Agreement, filed as Exhibit 10.1 to the Registrant’s Form 8-K dated June 18, 2007, and incorporated herein by reference.
10(h)	Third Amended and Restated Credit Agreement, dated as of May 28, 2014, among Cousins Properties Incorporated as the Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined); JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C Issuer; Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer; SunTrust Bank as Documentation Agent and an L/C Issuer; Wells Fargo Bank, N.A., PNC Bank, N. A., U.S. Bank National, N. A., Citizens Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Co-Documentation Agents; The Northern Trust Company, First Tennessee Bank N.A. and Atlantic Capital Bank as Other Lender Parties; J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Inc. and SunTrust Robinson Humphrey, Inc. as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 28, 2014, and incorporated herein by reference.
10(i)	First Amendment to Third Amended and Restated Credit Agreement, dated as of June 6, 2016, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on June 7, 2016, and incorporated herein by reference.
10(j)	Agreement of Limited Partnership of Cousins Properties LP., filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, and incorporated herein by reference.
10(k)	Stockholders Agreement, dated April 28, 2016, by and among Cousins Properties Incorporated, TPG VI Pantera Holdings, L.P. and TPG VI Management, LLC, filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on April 29, 2016, and incorporated herein by reference.
10(l)†	Second Amendment to Third Amended and Restated Credit Agreement, dated as of December 1, 2016, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent.
10(m)†	Term Loan Agreement, dated as of December 2, 2016, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent.
11	Computation of Per Share Earnings. Data required by SFAS No. 128, “Earnings Per Share,” is provided in note 16 of notes to consolidated financial statements included in this Annual Report on Form 10-K, and incorporated herein by reference.
21†	Subsidiaries of the Registrant.
23†	Consent of Independent Registered Public Accounting Firm.
31.1†	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101†	The following financial information for the Registrant, formatted in XBRL (Extensible Business Reporting Language): (i) the condensed consolidated balance sheets, (ii) the condensed consolidated statements of operations, (iii) the condensed consolidated statements of equity, (iv) the condensed consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.

* Indicates a management contract or compensatory plan or arrangement.

† Filed herewith.

43

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Cousins Properties Incorporated (Registrant)
Dated:	February 20, 2017
		BY:	/s/ Gregg D. Adzema
			Gregg D. Adzema
			Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Capacity	Date
/s/ Lawrence L. Gellerstedt III	Chief Executive Officer,	February 20, 2017
Lawrence L. Gellerstedt III	President and Director (Principal Executive Officer)
/s/ Gregg D. Adzema	Executive Vice President and	February 20, 2017
Gregg D. Adzema	Chief Financial Officer (Principal Financial Officer)
/s/ John D. Harris, Jr.	Senior Vice President, Chief	February 20, 2017
John D. Harris, Jr.	Accounting Officer, Treasurer and Assistant Secretary (Principal Accounting Officer)
/s/ Robert M. Chapman	Director	February 20, 2017
Robert M. Chapman
/s/ Charles T. Cannada	Director	February 20, 2017
Charles T. Cannada
/s/ Edward M. Casal	Director	February 20, 2017
Edward M. Casal
/s/ Kelvin M. Davis	Director	February 20, 2017
Kelvin M. Davis
/s/ Lillian C. Giornelli	Director	February 20, 2017
Lillian C. Giornelli
/s/ S. Taylor Glover	Chairman of the Board of Directors	February 20, 2017
S. Taylor Glover
/s/ Donna W. Hyland	Director	February 20, 2017
Donna W. Hyland
/s/ Brenda J. Mixson	Director	February 20, 2017
Brenda J. Mixson

44

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Cousins Properties Incorporated	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets—December 31, 2016 and 2015	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015, and 2014	F-4
Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015, and 2014	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014	F-6
Notes to Consolidated Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Cousins Properties Incorporated:

Atlanta, Georgia

We have audited the accompanying consolidated balance sheets of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2016 and 2015, and the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Cousins Properties Incorporated and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, during the second quarter of 2014, the Company changed its method of accounting for and disclosure of discontinued operations and disposals of components of an entity due to the adoption of Accounting Standards Update 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

February 20, 2017

F-2

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts)
	December 31,
	2016			2015
Assets:
Real estate assets:
Operating properties, net of accumulated depreciation of $215,856 and $352,350 in 2016 and 2015, respectively	$	3,432,522		$	2,194,781
Projects under development	162,387			27,890
Land	4,221			17,829
	3,599,130			2,240,500
Real estate assets and other assets held for sale, net of accumulated depreciation and amortization of $7,200 in 2015	—			7,246
Cash and cash equivalents	35,687			2,003
Restricted cash	15,634			4,304
Notes and accounts receivable, net of allowance for doubtful accounts of $1,167 and $1,353 in 2016 and 2015, respectively	27,683			10,828
Deferred rents receivable	39,464			67,258
Investment in unconsolidated joint ventures	179,397			102,577
Intangible assets, net of accumulated amortization of $53,483 and $103,458 in 2016 and 2015, respectively	245,529			124,615
Other assets	29,083			35,989
Total assets	$	4,171,607		$	2,595,320
Liabilities:
Notes payable	$	1,380,920		$	718,810
Accounts payable and accrued expenses	109,278			71,739
Deferred income	33,304			29,788
Intangible liabilities, net of accumulated amortization of $12,227 and $26,890 in 2016 and 2015, respectively	89,781			59,592
Other liabilities	44,084			30,629
Liabilities of real estate assets held for sale	—			1,347
Total liabilities	1,657,367			911,905
Commitments and contingencies
Equity:
Stockholders' investment:
Preferred stock, $1 par value, 20,000,000 shares authorized, 6,867,357 and 0 shares issued and outstanding in 2016 and 2015, respectively	6,867			—
Common stock, $1 par value, 700,000,000 shares authorized, 403,746,938 and 220,255,676 shares issued in 2016 and 2015, respectively	403,747			220,256
Additional paid-in capital	3,407,430			1,722,224
Treasury stock at cost, 10,329,082 and 8,742,181 shares in 2016 and 2015, respectively	(148,373		)	(134,630		)
Distributions in excess of cumulative net income	(1,214,114		)	(124,435		)
Total stockholders' investment	2,455,557			1,683,415
Nonredeemable noncontrolling interests	58,683			—
Total equity	2,514,240			1,683,415
Total liabilities and equity	$	4,171,607		$	2,595,320

See notes to consolidated financial statements.

F-3

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
	Year Ended December 31,
	2016			2015			2014
Revenues:
Rental property revenues	$	249,814		$	196,244		$	164,123
Fee income	8,347			7,297			12,519
Other	1,050			828			919
	259,211			204,369			177,561
Costs and expenses:
Rental property operating expenses	96,908			82,545			76,963
Reimbursed expenses	3,259			3,430			3,652
General and administrative expenses	25,592			16,918			19,784
Interest expense	26,650			22,735			20,983
Depreciation and amortization	97,948			71,625			62,258
Acquisition and merger costs	24,521			299			1,130
Other	5,888			1,181			3,729
	280,766			198,733			188,499
Loss on extinguishment of debt	(5,180		)	—			—
Income (loss) from continuing operations before benefit for income taxes, income from unconsolidated joint ventures, and gain on sale of investment properties	(26,735		)	5,636			(10,938		)
Benefit for income taxes from operations	—			—			20
Income from unconsolidated joint ventures	10,562			8,302			11,268
Income (loss) from continuing operations before gain on sale of investment properties	(16,173		)	13,938			350
Gain on sale of investment properties	77,114			80,394			12,536
Income from continuing operations	60,941			94,332			12,886
Income (loss) from discontinued operations:
Income from discontinued operations	19,163			31,848			20,764
Income (loss) on sale from discontinued operations	—			(551		)	19,358
Income from discontinued operations	19,163			31,297			40,122
Net income	80,104			125,629			53,008
Net income attributable to noncontrolling interests	(995		)	(111		)	(1,004		)
Net income attributable to controlling interests	79,109			125,518			52,004
Preferred share original issuance costs	—			—			(3,530		)
Dividends to preferred stockholders	—			—			(2,955		)
Net income available to common stockholders	$	79,109		$	125,518		$	45,519
Per common share information — basic:
Income from continuing operations for common stockholders	$	0.24		$	0.44		$	0.02
Income from discontinued operations for common stockholders	0.07			0.14			0.20
Net income available to common stockholders	$	0.31		$	0.58		$	0.22
Per common share information — diluted:
Income from continuing operations for common stockholders	$	0.24		$	0.44		$	0.02
Income from discontinued operations for common stockholders	0.07			0.14			0.20
Net income available to common stockholders	$	0.31		$	0.58		$	0.22
Weighted average shares — basic	253,895			215,827			204,216
Weighted average shares — diluted	256,023			215,979			204,460
Dividends declared per common share	$	0.24		$	0.32		$	0.30

See notes to consolidated financial statements.

F-4

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

	Preferred Stock			Common Stock			Additional Paid-In Capital			Treasury Stock			Distributions in Excess of Cumulative Net Income			Stockholders’ Investment			Nonredeemable Noncontrolling Interests			Total Equity
Balance December 31, 2013	$	94,775		$	193,236		$	1,420,951		$	(86,840	)	$	(164,721	)	$	1,457,401		$	1,571		$	1,458,972
Net income													52,004			52,004			1,004			53,008
Common stock issued pursuant to:
Common stock offering, net of issuance costs	—			26,700			295,196			—			—			321,896			—			321,896
Stock based compensation	—			156			(706		)	—			—			(550		)	—			(550		)
Amortization of stock options and restricted stock, net of forfeitures	—			(9		)	2,001			—			—			1,992			—			1,992
Distribution to nonredeemable noncontrolling interests	—			—			—			—			—			—			(2,575		)	(2,575		)
Redemption of preferred shares	(94,775		)	—			3,530			—			(3,530		)	(94,775		)	—			(94,775		)
Preferred dividends	—			—			—			—			(2,955		)	(2,955		)	—			(2,955		)
Common dividends ($0.30 per share)	—			—			—			—			(61,555		)	(61,555		)	—			(61,555		)
Balance December 31, 2014	$	—		$	220,083		$	1,720,972		$	(86,840	)	$	(180,757	)	$	1,673,458		$	—		$	1,673,458
Net income	—			—			—			—			125,518			125,518			111			125,629
Common stock issued pursuant to stock based compensation	—			173			(245		)	—			—			(72		)	—			(72		)
Amortization of stock options and restricted stock, net of forfeitures	—			—			1,473			—			—			1,473			—			1,473
Distributions to nonredeemable noncontrolling interests	—			—			—			—			—			—			(111		)	(111		)
Repurchase of common stock	—			—			—			(47,790		)	—			(47,790		)	—			(47,790		)
Common dividends ($0.32 per share)	—			—			—			—			(69,196		)	(69,196		)	—			(69,196		)
Other	—			—			24			—			—			24			—			24
Balance December 31, 2015	$	—		$	220,256		$	1,722,224		$	(134,630	)	$	(124,435	)	$	1,683,415		$	—		$	1,683,415
Net income	$	—		$	—		$	—		$	—		$	79,109		$	79,109		$	995		$	80,104
Securities issued in merger	6,867			183,207			1,683,076			—			—			1,873,150			76,858			1,950,008
Noncontrolling interest in assets acquired in merger	—			—			—			—			—			—			292,337			292,337
Common stock issuance pursuant to stock based compensation	—			280			224			—			—			504			—			504
Spin-off of New Parkway	—			—			—			—			(1,118,240		)	(1,118,240		)	(22,821		)	(1,141,061		)
Amortization of stock options and restricted stock, net of forfeitures	—			(35		)	1,683			—			—			1,648			—			1,648
Common stock redemption by unit holders	—			39			223			—			—			262			(262		)	—
Contributions from nonredeemable noncontrolling interests	—			—			—			—			—			—			4,126			4,126
Distributions to nonredeemable noncontrolling interests	—			—			—			—			—			—			(292,550		)	(292,550		)
Repurchase of common stock	—			—			—			(13,743		)	—			(13,743		)	—			(13,743		)
Common dividends ($0.24 per share)	—			—			—			—			(50,548		)	(50,548		)	—			(50,548		)
Balance December 31, 2016	$	6,867		$	403,747		$	3,407,430		$	(148,373	)	$	(1,214,114	)	$	2,455,557		$	58,683		$	2,514,240

See notes to consolidated financial statements.

F-5

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
	Year Ended December 31,
	2016			2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	80,104		$	125,629		$	53,008
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of investment properties, including discontinued operations	(77,114		)	(79,843		)	(31,894		)
Loss on extinguishment of debt	5,180			—			—
Depreciation and amortization, including discontinued operations	145,293			135,462			141,022
Amortization of deferred financing costs and discount on notes payable	(1,595		)	1,423			604
Stock-based compensation expense, net of forfeitures	2,152			1,473			1,992
Effect of certain non-cash adjustments to rental revenues	(25,873		)	(26,475		)	(30,039		)
Income from unconsolidated joint ventures	(10,562		)	(8,302		)	(11,268		)
Operating distributions from unconsolidated joint ventures	7,764			8,760			10,296
Land and multi-family cost of sales, net of closing costs paid	—			—			302
Other	4,526			—			—
Changes in other operating assets and liabilities:
Change in other receivables and other assets, net	2,156			(10,937		)	(644		)
Change in operating liabilities	(20,749		)	4,471			9,021
Net cash provided by operating activities	111,282			151,661			142,400
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investment property sales	622,643			225,307			244,471
Property acquisition, development, and tenant asset expenditures	(193,534		)	(184,988		)	(710,743		)
Investment in unconsolidated joint ventures	(28,531		)	(9,985		)	(18,342		)
Distributions from unconsolidated joint ventures	7,369			7,555			26,179
Investment in preferred stock	(5,000		)	—			—
Cash acquired in merger with Parkway Properties, Inc.	63,193			—			—
Investments in marketable securities	(21,190		)	—			—
Change in notes receivable and other assets	(3,241		)	118			(1,819		)
Change in restricted cash	19,230			475			(1,361		)
Net cash provided by (used in) investing activities	460,939			38,482			(461,615		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility	716,800			355,900			764,575
Repayment of credit facility	(674,800		)	(404,100		)	(664,450		)
Proceeds from notes payable	870,000			—			85,068
Repayment of notes payable, including prepayment penalties	(907,300		)	(22,851		)	(22,943		)
Cash distributed to Parkway, Inc.	(192,755		)	—			—
Common stock issued, net of expenses	—			8			321,845
Repurchase of common stock	(13,743		)	(47,790		)	—
Redemption of preferred shares	—			—			(94,775		)
Common dividends paid	(50,548		)	(69,196		)	(61,555		)
Preferred dividends paid	—			—			(2,955		)
Contributions from noncontrolling interests	4,126			—			—
Other	(4,195		)	—			(3,995		)
Distributions to nonredeemable noncontrolling interests	(286,122		)	(111		)	(2,575		)
Net cash provided by (used in) financing activities	(538,537		)	(188,140		)	318,240
NET INCREASE IN CASH AND CASH EQUIVALENTS	33,684			2,003			(975		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	2,003			—			975
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	35,687		$	2,003		$	—

See notes to consolidated financial statements.

F-6

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a self-administered and self-managed real estate investment trust (“REIT”). Through October 5, 2016, Cousins conducted all of its business on its own account or through wholly or partially owned entities, some of which were consolidated with Cousins and some of which were not consolidated and were accounted for under the equity method. One of the consolidated entities, Cousins TRS Services LLC ("CTRS") is a taxable entity which owns and manages its own real estate portfolio and performs certain real estate related services for other parties. In connection with a series of transactions with Parkway Properties, Inc. ("Parkway") and Parkway, Inc. ("New Parkway"), including a merger and spin-off, Cousins Properties LP ("CPLP") was formed. On October 6, 2016, the closing date of the merger with Parkway, Cousins contributed, or caused to be contributed, all of Parkway's and Cousins' assets and liabilities not pertaining to the ownership of real properties in Houston, Texas and certain other businesses of Parkway to CPLP, including CTRS, and began conducting substantially all of its operations through CPLP. Cousins owns approximately 98% of CPLP and consolidates CPLP.

Cousins, CPLP, CTRS and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in Sunbelt markets with a focus on Georgia, Texas, and North Carolina. As of December 31, 2016, the Company’s portfolio of real estate assets consisted of interests in 16.2 million square feet of office space and 786,000 square feet of mixed-use space.

Basis of Presentation: The consolidated financial statements include the accounts of the Company and its consolidated partnerships and wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The Company presents its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as outlined in the Financial Accounting Standard Board’s Accounting Standards Codification (the “Codification” or “ASC”). The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.

For the three years ended December 31, 2016, there were no items of other comprehensive income. Therefore, no presentation of comprehensive income is required.

The Company evaluates all partnerships, joint ventures and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity (“VIE”), as defined in the Codification. If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE.

At December 31, 2016, the Company had a joint venture with Callaway Gardens Resort, Inc. (“Callaway”) for the development of residential lots, which was funded fully through Company contributions. Callaway had the right to receive returns, but no obligation to fund any costs or absorb any losses. The Company was the sole decision maker for the venture and the development manager. The Company determined that the joint venture with Callaway was a VIE, and the Company was the primary beneficiary. Therefore, the Company consolidated this joint venture. In January 2017, the Company withdrew from the joint venture and, as a result, recorded an impairment loss of $4.5 million in 2016 which is included in other expense in the consolidated statements of operations. As of December 31, 2016 and 2015, Callaway had total assets of $-0- and $4.6 million, respectively, and no significant liabilities. The Company also considers CPLP to be a VIE with the Company as the primary beneficiary.

Recently Issued Accounting Standards: In 2015, the FASB issued ASC 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis." All legal entities are subject to reevaluation under the revised consolidation model. The amendment modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities. It also eliminates the presumption that a general partner should consolidate a limited partnership. The guidance is effective for public entities with periods beginning after December 15, 2015 with early adoption permitted. The Company adopted this guidance effective January 1, 2016, and it did not have material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." Under this ASU, the additional paid-in capital pool is eliminated, and an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This ASU also eliminated the requirement to defer recognition of an excess tax benefit until all benefits are realized through a reduction to taxes payable. This ASU also changes the treatment of excess tax benefits as operating cash flows in the statement of cash flows. This ASU is effective for fiscal years beginning after

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December 15, 2016 with early adoption permitted. The Company expects to adopt this guidance effective January 1, 2017, and is currently assessing the potential impact of adopting the new guidance.

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, "Leases," which amends the existing standards for lease accounting by requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting and reporting. The new standard will require lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months and classify such leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method (finance leases) or on a straight-line basis over the term of the lease (operating leases). Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes previous leasing standards.  The guidance is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. The Company expects to adopt this guidance effective January 1, 2019, and is currently assessing the potential impact of adopting the new guidance. The Company expects to adopt this guidance using the " modified retrospective" method effective January 1, 2019.

In the first quarter of 2016, the Company adopted ASU 2015-03, "Simplifying the Presentation of Debt Costs" ("ASU 2015-03"). In accordance with ASU 2015-03, the Company began recording deferred financing costs related to its mortgage notes payable as a reduction in the carrying amount of its notes payable on the consolidated balance sheets. The Company reclassified $2.5 million in deferred financing costs from other assets to notes payable in its December 31, 2015 consolidated balance sheet to conform to the current period's presentation. Deferred financing costs related to the Company’s unsecured revolving credit facility continue to be included in other assets within the Company’s balance sheets in accordance with ASU 2015-15 "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements."

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." Under the new guidance, companies will recognize revenue when the seller satisfies a performance obligation, which would be when the buyer takes control of the good or service. This new guidance could result in different amounts of revenue being recognized and could result in revenue being recognized in different reporting periods than under the current guidance. The new guidance specifically excludes revenue associated with lease contracts. ASU 2015-14, "Revenue from Contracts with Customers," was subsequently issued modifying the effective date to periods beginning after December 15, 2017, with early adoption permitted for periods beginning after December 15, 2016. The standard allows for either "full retrospective" adoption, meaning the standard is applied to all of the periods presented, or "modified retrospective" adoption, meaning the standard is applied only to the most recent period presented in the financial statements. The Company is currently assessing this guidance for future implementation and potential impact of adoption. The Company expects to adopt this guidance using the "modified retrospective" method effective January 1, 2018.

In August 2014, the FASB issued ASU 205-40, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management of all entities to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued. The Company adopted ASU 205-40 as of December 31, 2016.

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. As a result, many acquisitions that previously qualified as business combinations will be treated as asset acquisitions. For asset acquisitions, acquisition costs may be capitalized, and the purchase price may be allocated on a relative fair value basis. ASU 2017-01 is effective prospectively for the Company on January 1, 2018, with early adoption permitted. The Company expects that most of its future acquisitions will qualify as asset acquisitions.

Certain prior year amounts have been reclassified to conform with current year presentation on the consolidated statements of operations and the consolidated statements of equity. Separation expenses on the consolidated statements of operations have been reclassified from general and administrative expenses to other expenses. On the consolidated statements of equity, all components of common stock issued pursuant to stock-based compensation are aggregated into one line item. These changes do not affect the previously reported total costs and expenses in the consolidated statements of operations or the total equity in the consolidated statements of equity for any period.

2. SIGNIFICANT ACCOUNTING POLICIES

Real Estate Assets

Cost Capitalization: Costs related to planning, developing, leasing, and constructing a property, including costs of development personnel working directly on projects under development, are capitalized. In addition, the Company capitalizes

F-8

interest to qualifying assets under development based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, the Company first uses the interest incurred on specific project debt, if any, and next uses the Company’s weighted average interest rate for non-project specific debt. The Company also capitalizes interest to investments accounted for under the equity method when the investee has property under development with a carrying value in excess of the investee’s borrowings. To the extent debt exists within an unconsolidated joint venture during the construction period, the venture capitalizes interest on that venture-specific debt.

The Company capitalizes interest, real estate taxes, and certain operating expenses on the unoccupied portion of recently completed development properties from the date a project is substantially complete to the earlier of (1) the date on which the project achieves 90% economic occupancy or (2) one year after it is substantially complete.

The Company capitalizes direct leasing costs related to leases that are probable of being executed. These costs include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement, and internal costs that are based on time spent by leasing personnel on successful leases. The Company allocates these costs to individual tenant leases and amortizes them over the related lease term.

Impairment: For real estate assets that are considered to be held for sale according to accounting guidance or those that are distributed to stockholders in a spin-off, the Company records impairment losses if the fair value of the asset or disposal group net of estimated selling costs is less than the carrying amount. For those long-lived assets that are held and used according to accounting guidance, management reviews each asset for the existence of any indicators of impairment. If indicators of impairment are present, the Company calculates the expected undiscounted future cash flows to be derived from such assets. If the undiscounted cash flows are less than the carrying amount of the asset, the Company reduces the asset to its fair value and records an impairment loss.

Acquisition of Real Estate Assets: The Company records the acquired tangible and intangible assets and assumed liabilities of operating property acquisitions at fair value at the acquisition date. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases, including leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, acquired in-place lease values, and tenant relationships, if any.

The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired in-place lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. The amounts recorded for above-market and below-market ground leases are included in intangible liabilities and intangible assets, respectively, and are amortized on a straight-line basis into rental property revenues over the remaining terms of the applicable leases.

The fair value of acquired in-place leases is derived based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in intangible assets and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases.

Depreciation and Amortization: Real estate assets are stated at depreciated cost less impairment losses, if any. Buildings are depreciated over their estimated useful lives, which range generally from 24 to 42 years. The life of a particular building depends upon a number of factors including whether the building was developed or acquired and the condition of the building upon acquisition. Furniture, fixtures and equipment are depreciated over their estimated useful lives of three to five years. Tenant improvements, leasing costs and leasehold improvements are amortized over the term of the applicable leases or the estimated useful life of the assets, whichever is shorter. The Company accelerates the depreciation of tenant assets if it estimates that the lease term will end prior to the termination date. This acceleration may occur if a tenant files for bankruptcy, vacates its premises or defaults in another manner on its lease. Deferred expenses are amortized over the period of estimated benefit. The Company uses the straight-line method for all depreciation and amortization.

Discontinued Operations: Beginning in the second quarter 2014, only assets held for sale or disposals representing strategic shifts in operations are reflected in discontinued operations. Prior to 2014, the Company classified the results of operations of all properties that were sold or otherwise qualified as held for sale as discontinued operations if the property's operations were expected to be eliminated from ongoing operations and the Company would not have any significant continuing

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involvement in the operations of the property after the sale. During 2015, there were no held for sale assets or disposals that represented a strategic shift in operations. During 2016, the Company spun-off the combined operations of the Company's and Parkway's Houston assets into a separate public company. The Company considered this disposition to be a strategic shift in operations and reclassified the historical operations of its Houston business into discontinued operations on the consolidated statements of operations. The Company ceases depreciation of a property when it is categorized as held for sale.

Investment in Joint Ventures

For joint ventures that the Company does not control, but over which it exercises significant influence, the Company uses the equity method of accounting. The Company's judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace the Company as manager, and/or to liquidate the venture. These ventures are recorded at cost and adjusted for equity in earnings (losses) and cash contributions and distributions. Any difference between the carrying amount of these investments on the Company’s balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is adjusted as the related underlying assets are depreciated, amortized, or sold. The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage.

The Company evaluates the recoverability of its investment in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value.

Noncontrolling Interest

The Company consolidates CPLP and certain joint ventures in which it owns a controlling interest. In cases where the entity’s documents do not contain a required redemption clause, the Company records the partner’s share of the entity in the equity section of the balance sheets in nonredeemable noncontrolling interests. In cases where the entity’s documents contain a provision requiring the Company to purchase the partner’s share of the venture at a certain value upon demand or at a future date, the Company records the partner’s share of the entity in redeemable noncontrolling interests on the balance sheets. The outside partners' interests in CPLP are redeemable into shares of cash or common stock of the Company in the Company's sole discretion. Therefore, noncontrolling interests associated with CPLP are considered nonredeemable noncontrolling interests. The noncontrolling partners' share of all consolidated entities' income is reflected in net income attributable to noncontrolling interest on the statements of operations.

Revenue Recognition

Rental Property Revenues: The Company recognizes contractual revenues from leases on a straight-line basis over the term of the respective lease. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. Percentage rents are recognized once the specified sales target is achieved. In addition, leases typically provide for reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses to the Company. Operating expense reimbursements are recognized as the related expenses are incurred. During 2016, 2015, and 2014, the Company recognized $90.2 million, $93.3 million, and $86.0 million, respectively, in revenues, including discontinued operations, from tenants related to operating expenses.

The Company makes valuation adjustments to all tenant-related accounts receivable based upon its estimate of the likelihood of collectibility of amounts due from the tenant. The amount of any valuation adjustment is based on the tenant’s credit and business risk, history of payment, and other factors considered by management.

Fee Income: The Company recognizes development, management and leasing fees when earned. The Company recognizes development and leasing fees received from unconsolidated joint ventures and related salaries and other direct costs incurred by the Company as income and expense based on the percentage of the joint venture which the Company does not own. Correspondingly, the Company adjusts the investment in unconsolidated joint ventures asset when fees are paid to the Company by a joint venture in which the Company has an ownership interest. See note 6 for more information related to fee income recognized from unconsolidated joint ventures.

F-10

Gain on Sale of Investment Properties: The Company recognizes a gain on sale of investment property when the sale of a property is consummated, the buyer’s initial and continuing investment is adequate to demonstrate commitment to pay, any receivable obtained is not subject to future subordination, the usual risks and rewards of ownership are transferred, and the Company has no substantial continuing involvement with the property. If the Company has a commitment to the buyer and that commitment is a specific dollar amount, this commitment is accrued and the gain on sale that the Company recognizes is reduced. If the Company has a construction commitment to the buyer, management makes an estimate of this commitment, defers a portion of the profit from the sale, and recognizes the deferred profit as or when the commitment is fulfilled.

Income Taxes

Cousins has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, Cousins must distribute annually at least 90% of its adjusted taxable income, as defined in the Code, to its stockholders and satisfy certain other organizational and operating requirements. It is management’s current intention to adhere to these requirements and maintain Cousins’ REIT status. As a REIT, Cousins generally will not be subject to federal income tax at the corporate level on the taxable income it distributes to its stockholders. If Cousins fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Cousins may be subject to certain state and local taxes on its income and property, and to federal income taxes on its undistributed taxable income.

CTRS is a C-Corporation for federal income tax purposes and uses the liability method for accounting for income taxes. Tax return positions are recognized in the financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future periods. A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized.

Stock-Based Compensation

The Company has several types of stock-based compensation plans. These plans are described in note 13, as are the accounting policies by type of award. The Company recognizes compensation expense, net of forfeitures, arising from share-based payment arrangements granted to employees and directors in general and administrative expense in the statements of operations over the related awards’ vesting period, which may be accelerated under the Company’s retirement feature.

Earnings per Share (“EPS”)

Net income per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including nonvested restricted stock which has nonforfeitable dividend rights. Net income per share-diluted is calculated as net income available to common stockholders plus noncontrolling interests in CPLP divided by the diluted weighted average number of common shares outstanding during the period. Diluted weighted average number of common shares uses the same weighted average share number as in the basic calculation and adds the potential dilution that would occur if the outside units in CPLP were converted into the Company's common stock and stock options (or any other contracts to issue common stock) were exercised and resulted in additional common shares outstanding, calculated using the treasury stock method. The numerator is reduced for the effect of preferred dividends in both the basic and diluted net income per share calculations. Stock options are dilutive when the average market price of the Company’s stock during the period exceeds the option exercise price.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash and highly-liquid money market instruments. Highly-liquid money market instruments include securities and repurchase agreements with original maturities of three months or less, money market mutual funds, and United States Treasury Bills with maturities of 30 days or less. Restricted cash primarily represents amounts restricted under debt agreements for future capital expenditures or for specific future operating costs.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. TRANSACTIONS WITH PARKWAY PROPERTIES, INC.

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On October 6, 2016, pursuant to the Agreement and Plan of Merger, dated April 28, 2016, (as amended or supplemented from time to time, the “Merger Agreement”), by and among Cousins, Parkway and subsidiaries of Cousins and Parkway, Parkway merged with and into a wholly-owned subsidiary of the Company (the "Merger"), with this subsidiary continuing as the surviving corporation of the Merger. In accordance with the terms and conditions of the Merger Agreement, each outstanding share of Parkway common stock and each outstanding share of Parkway limited voting stock was converted into 1.63 shares of Cousins common stock or limited voting preferred stock, respectively. In the Merger, former Parkway common stockholders received approximately 183 million shares of Cousins common stock and Parkway limited voting stockholders received approximately 7 million shares of Cousins limited voting preferred stock.

On October 7, 2016, pursuant to the Merger Agreement and the Separation, Distribution and Transition Services Agreement, dated as of October 5, 2016 (the "Separation Agreement"), by and among Cousins, Parkway, New Parkway, and certain other parties thereto, Cousins distributed pro rata to its common and limited voting preferred stockholders, including legacy Parkway common and limited voting stockholders, all of the outstanding shares of common and limited voting stock, respectively, of New Parkway, a newly-formed entity that contains the combined businesses relating to the ownership of real properties in Houston, Texas and certain other businesses of Parkway (the "Spin-Off"). In the Spin-Off, Cousins distributed one share of New Parkway common or limited voting stock for every eight shares of common or limited voting preferred stock of Cousins held of record as of the close of business on October 6, 2016. As a result of the Spin-Off, New Parkway is now an independent public company, and its common stock is listed under the symbol "PKY" on the New York Stock Exchange.

In connection with the Merger and Spin-Off, CPLP was formed. As a result of a series of transactions undertaken pursuant to the Separation Agreement (the "Reorganization"), occurring after the Merger but prior to the Spin-Off, substantially all of Parkway's and the Company's assets and liabilities not pertaining to the ownership of real properties in Houston, Texas and certain other businesses of Parkway, were contributed to CPLP. As a result of the Merger and Spin-Off, substantially all of the Company's post-Merger, post-Spin-Off activities are conducted through CPLP.

Approximately 98% of the partnership units of CPLP are owned by the Company, and approximately 2% are owned by legacy outside unit holders of Parkway LP (the "Outside Unit Holders"). Ownership of partnership units in CPLP will generally entitle the holder to share in cash distributions from, and in the profits and losses of, CPLP in proportion to such holder's percentage ownership. The Company acts as the general partner in CPLP and has the exclusive right and full authority and responsibility to manage and operate CPLP's business. Limited partners generally do not have any right to participate in or exercise control or management power over the business and affairs of CPLP. Limited partners may redeem partnership units for cash, or at the Company's election, shares of Cousins' common stock on a one-for-one basis, at any time beginning twelve months following the date of the initial issuance of the partnership units, except for partnership units issued in connection with the Reorganization, which may be redeemed at any time. The Company consolidates the accounts and operations of CPLP in its financial statements.

The acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification, or ASC, 805, Business Combinations, with the Company as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair value. The total value of the transaction is based on the closing stock price of the Company's common stock on October 5, 2016, the day immediately prior to the closing of the Merger, of $10.19 per share. Based on the shares issued in the transaction and on the units of CPLP effectively issued to the Outside Unit Holders in the transaction, the total fair value of the assets and liabilities assumed in the Merger was $2.0 billion. The Company incurred$24.5 millionin expenses related to the merger during the year ended December 31, 2016.

Management engaged a third party valuation specialist to assist with the fair value assessment, which included an allocation of the purchase price. The third party used cash flow analysis as well as an income approach and a cost approach to determine the fair value of assets acquired. Based on additional information that may become available, subsequent adjustments may be made to the purchase price allocation within the allocation period, which typically does not exceed one year.

The purchase price was allocated as follows (in thousands):

F-12

Real estate assets	$	3,441,859
Cash	63,193
Restricted cash	30,560
Notes and other receivables	36,388
Investment in unconsolidated joint ventures	58,875
Intangible assets	330,221
Other assets	10,549
	$	3,971,645
Notes payable	$	1,473,810
Accounts payable and accrued expenses	136,934
Intangible liabilities	106,480
Other liabilities	12,076
Nonredeemable noncontrolling interests (excluding CPLP)	292,337
	$	2,021,637
Total purchase price	$	1,950,008

In the Merger, the Company acquired an interest in a joint venture which it consolidated because it controlled the operations of the joint venture. The outside interests associated with this joint venture are included in noncontrolling interests in the above purchase price allocation. In December 2016, the Company purchased the outside partner's interest in the joint venture for $279 million.

The Merger accounted for$68.7 millionof consolidated revenue and$9.0 millionin consolidated net income as reported for 2016.

The following unaudited supplemental pro forma information presented is based upon the Company's historical consolidated statements of operations, adjusted as if the Merger had occurred on January 1, 2015. This supplemental pro forma information is not necessarily indicative of future results, or of actual results, that would have been achieved had the transactions been consummated at the beginning of each period.

	2016		2015
	(unaudited, in thousands, except per share amounts)
Revenues	$	732,117	$	855,318
Income from continuing operations	179,625		237,909
Net income	174,117		237,323
Net income available to common stockholders	166,375		208,574
Per share information:
Basic	$	0.42	$	0.53
Diluted	$	0.41	$	0.53

As a result of the Spin-Off, the historical results of operations of the Company's properties that were contributed to New Parkway have been presented as discontinued operations in the consolidated statements of operations and comprehensive income. The above pro forma information is presented prior to the discontinued operations reclassification. Discontinued operations also include transaction costs of $6.3 million we incurred in the Spin-Off.

The following is a summary of the assets and liabilities transferred to New Parkway as part of the Spin-Off (in thousands):

F-13

Real estate assets	$	1,696,080
Cash	192,755
Notes and other receivables	43,752
Intangible assets	143,294
Other assets	6,669
	$	2,082,550
Notes payable	$	803,769
Accounts payable and accrued expenses	56,055
Intangible liabilities	59,424
Other liabilities	22,241
	$	941,489
Noncontrolling interest	22,821
Net assets in Spin-off to New Parkway	$	1,118,240

The following table includes a summary of discontinued operations of the Company for the years ended December 31, 2016, 2015, and 2014. In addition to the discontinued operations associated with the Spin-Off, this table includes the discontinued operations of Lakeshore Park Plaza and 600 University Park Place that were sold in 2014. There were no dispositions that met this criteria in 2015. See note 4 for a detail of dispositions during the periods.

	2016			2015			2014
Rental property revenues	$	136,927		$	176,828		$	182,714
Rental property operating expenses	(58,336		)	(73,630		)	(80,099		)
Other revenues	288			450			4,064
Interest expense	(6,022		)	(7,988		)	(8,127		)
Depreciation and amortization	(47,345		)	(63,791		)	(77,760		)
Other expenses	(6,349		)	(21		)	(28		)
Income from discontinued operations	$	19,163		$	31,848		$	20,764
Gain (loss) on sale of discontinued operations, net	$	—		$	(551	)	$	19,358
Cash provided by operating activities	$	42,604		$	76,395		$	81,946
Cash used in investing activities	$	(30,067	)	$	(55,085	)	$	6,001

4.    REAL ESTATE TRANSACTIONS

Dispositions

The Company sold the following properties in 2016, 2015, and 2014 ($ in thousands):

F-14

Property	Property Type	Location	Square Feet	Sales Price
2016
100 North Point Center East	Office	Atlanta	129,000	$	22,000
Post Oak Central	Office	Houston	1,280,000	(1		)
Greenway Plaza	Office	Houston	4,348,000	(1		)
Two Liberty Place	Office	Philadelphia	941,000	$	219,000
191 Peachtree	Office	Atlanta	1,225,000	$	267,500
Lincoln Place	Office	Miami	140,000	$	80,000
The Forum	Office	Atlanta	220,000	$	70,000
2015
2100 Ross	Office	Dallas, TX	844,000	$	131,000
200, 333, and 555 North Point Center East	Office	Atlanta, GA	411,000	$	70,300
The Points at Waterview	Office	Dallas, TX	203,000	$	26,800
2014
777 Main	Office	Ft. Worth, TX	980,000	$	167,000
Lakeshore Park Plaza	Office	Birmingham, AL	197,000	$	25,000
Mahan Village	Retail	Tallahassee, FL	147,000	$	29,500
600 University Park Place	Office	Birmingham, AL	123,000	$	19,700

(1) Represents properties distributed to New Parkway in the Spin-Off.

The Company sold the properties noted above in 2016, 2015, and 2014 as part of its ongoing investment strategy of recycling investment capital to fund investment activity.

Held for sale

As of December 31, 2015, 100 North Point Center East was classified as held for sale. The major classes of assets and liabilities of the property held for sale as of December 31, 2015 were as follows (in thousands):

Real estate assets and related assets held for sale
Operating Properties, net of accumulated depreciation of $7,072	$	6,421
Notes and accounts receivable	210
Deferred rents receivable	496
Other assets, net of accumulated amortization of $128	119
	$	7,246
Liabilities of real estate assets held for sale
Accounts payable and accrued expenses	$	140
Deferred Income	200
Other liabilities	1,007
	$	1,347

Acquisitions

In 2014, the Company acquired Northpark Town Center, a 1.5 million square foot office asset located in Atlanta, Georgia. The gross purchase price for this property was $348.0 million, before adjustments for customary closing costs and other closing credits. The Company incurred $643,000 in acquisition and related costs associated with this acquisition.

In 2014, the Company acquired Fifth Third Center, a 698,000 square foot Class A office tower located in the Charlotte, North Carolina central business district. The gross purchase price for this property was $215.0 million, before adjustments for customary closing costs and other closing credits. The Company incurred $328,000 in acquisition and related costs associated with this acquisition.

The following tables summarize allocations of the estimated fair values of the assets and liabilities of the operating property acquisitions discussed above (in thousands):

F-15

	2014
	Northpark Town Center			Fifth Third Center
Tangible assets:
Land and improvements	$	24,577		$	22,863
Building	274,151			163,649
Tenant improvements	21,674			16,781
Other assets	—			1,014
Tangible assets	320,402			204,307
Intangible assets:
Above-market leases	2,846			632
In-place leases	30,159			17,096
Below-market ground leases	—			338
Total intangible assets	33,005			18,066
Tangible liabilities:
Accounts payable and accrued expenses	—			(1,026		)
Total tangible liabilities	—			(1,026		)
Intangible liabilities:
Below-market leases	(8,018		)	(9,374		)
Total intangible liabilities	(8,018		)	(9,374		)
Total net assets acquired	$	345,389		$	211,973

The following unaudited supplemental pro forma information is presented for the acquisitions of Northpark Town Center and Fifth Third Center for the year ended December 31, 2014. This pro forma information is based on the Company's historical consolidated statement of operations, as adjusted, as if the acquisitions had occurred at the beginning of 2013. The supplemental pro forma information is not necessarily indicative of future results or of actual results that would have been achieved had the transactions been consummated at the beginning of 2014 (in thousands, except per share amounts).

Revenues	$	388,791
Income from continuing operations	31,695
Net income	52,853
Net income available to common stockholders	45,364
Per share information:
Basic	$	0.22
Diluted	$	0.22

5.    NOTES AND ACCOUNTS RECEIVABLE

At December 31, 2016 and 2015, notes and accounts receivables included the following (in thousands):

	2016			2015
Notes receivable	$	3,921		$	414
Allowance for doubtful accounts related to notes receivable	(414		)	(414		)
Tenant and other receivables	24,929			11,767
Allowance for doubtful accounts related to tenant and other receivables	(753		)	(939		)
	$	27,683		$	10,828

At December 31, 2016 and 2015, the fair value of the Company’s notes receivable approximated the cost basis. Fair value was calculated by discounting future cash flows from the notes receivable at estimated rates in which similar loans would have been made at December 31, 2016 and 2015. The estimate of the rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate notes of similar type and maturity. This fair value calculation is considered to be a Level

F-16

3 calculation under the accounting guidelines, as the Company utilizes internally generated assumptions regarding current interest rates at which similar instruments would be executed.

6. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of December 31, 2016 and 2015. The information included in the summary of operations table is for the years ended December 31, 2016, 2015, and 2014 (in thousands).

	Total Assets				Total Debt				Total Equity (Deficit)						Company's Investment
SUMMARY OF FINANCIAL POSITION:	2016		2015		2016		2015		2016			2015			2016				2015
Terminus Office Holdings	$	268,242	$	277,444	$	207,545	$	211,216	$	49,476		$	56,369		$	25,686			$	29,110
EP I LLC	78,537		83,115		58,029		58,029		18,962			24,172			18,551				21,502
EP II LLC	67,754		70,704		44,969		40,910		21,743			24,331			17,606				19,118
Charlotte Gateway Village, LLC	119,054		123,531		—		17,536		116,809			104,336			11,796				11,190
HICO Victory Center LP	14,124		13,532		—		—		13,869			13,229			9,506				9,138
Carolina Square Holdings LP	66,922		15,729		23,741		—		34,173			12,085			18,325				6,782
CL Realty, L.L.C.	8,047		7,872		—		—		7,899			7,662			3,644				3,515
DC Charlotte Plaza LLLP	17,940		—		—		—		17,073			—			8,937				—
Temco Associates, LLC	4,368		5,284		—		—		4,253			5,133			829				977
Wildwood Associates	16,351		16,419		—		—		16,314			16,354			(1,143		)	(1)	(1,122		)	(1)
Crawford Long - CPI, LLC	27,523		29,143		72,822		74,286		(45,928		)	(46,238		)	(21,866		)	(1)	(22,021		)	(1)
Cousins W. Rio Salado, LLC	59,399		—		12,852		—		32,855			—			52,206				—
Courvoisier Centre JV, LLC	172,197		—		106,500		—		69,479			—			11,782				—
AMCO 120 WT Holdings, LLC	10,446		—		—		—		9,136			—			184				—
Other	—		2,107		—		—		—			1,646			345				1,245
	$	930,904	$	644,880	$	526,458	$	401,977	$	366,113		$	219,079		$	156,388			$	79,434

	Total Revenues						Net Income (Loss)									Company's Share of Net  Income (Loss)
SUMMARY OF OPERATIONS:	2016		2015		2014		2016			2015			2014			2016			2015			2014
Terminus Office Holdings	$	42,386	$	40,250	39,531		$	4,608		$	2,789		663			$	2,303		$	1,395		$	308
EP I LLC	12,239		12,558		12,049		2,294			3,177			2,583			1,684			2,197			1,937
EP II LLC	5,376		1,264		—		(1,187		)	(638		)	—			(878		)	(466		)	—
Charlotte Gateway Village, LLC	34,156		33,724		33,903		14,536			12,737			11,645			2,194			1,183			1,176
HICO Victory Center LP	383		262		—		376			204			—			187			102			—
Carolina Square Holdings LP	58		—		—		9			—			—			—			—			—
CL Realty, L.L.C.	567		855		1,573		237			424			1,069			128			220			542
DC Charlotte Plaza LLLP	47		—		—		45			—			—			24			—			—
Temco Associates, LLC	1,343		9,485		2,155		440			2,358			495			502			2,351			(6		)
Wildwood Associates	—		—		3,329		(140		)	(120		)	(1,704		)	(70		)	(59		)	2,097
Crawford Long - CPI, LLC	12,113		12,291		11,945		2,743			2,820			2,775			1,372			1,416			1,407
Cousins W Rio Salado, LLC	4,219		—		—		3,926			—			—			2,906			—			—
Courvoisier Centre JV, LLC	3,968		—		—		(489		)	—			—			(93		)	—			—
Other	—		—		4,841		—			(40		)	7,831			303			(37		)	3,807
	$	116,855	$	110,689	$	109,326	$	27,398		$	23,711		$	25,357		$	10,562		$	8,302		$	11,268

(1) Negative balances are included in deferred income on the consolidated balance sheets.

Terminus Office Holdings LLC ("TOH") – TOH is a 50-50 joint venture between the Company and institutional investors advised by J.P. Morgan Asset Management ("JPM") which owns and operates two office buildings in Atlanta, Georgia. TOH has two non-recourse mortgage loans totaling $207.5 million that mature on January 1, 2023. The weighted average interest rate on these fixed rate loans is 4.69%. The Company does not consolidate TOH because the Company and its partner share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of TOH are allocated to the partners equally until JPM receives an agreed upon return, after which the Company may receive an additional promoted interest. The assets of the venture in the above table include a cash balance of $3.6 million at December 31, 2016.

F-17

EP I LLC ("EP I") – EP I is a joint venture between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest, which owns the first phase of Emory Point, a mixed-use property in Atlanta, Georgia. The Company does not consolidate EP I because the Company and Gables share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of EP I are allocated to the partners pro rata based on their percentage ownership interests. EP I has a non-recourse construction loan with an outstanding balance $59.0 million at December 31, 2016, and the loan bears interest at LIBOR plus 1.75%. The loan matures April 9, 2017. The assets of the venture in the above table include a cash balance of $234,000 at December 31, 2016.

EP II LLC ("EP II") – EP II is a joint venture between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest. The venture owns the second phase of Emory Point. The Company does not consolidate EP II because the Company and Gables share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of EP II are allocated to the partners pro rata based on their percentage ownership interests. EP II has a construction loan with an outstanding balance of $45.0 million at December 31, 2016, and the loan bears interest at LIBOR plus 1.85%. The loan matures April 9, 2017, and the Company has certain rights to extend the maturity date. The Company and Gables guarantee up to $3.4 million and $1.1 million of the construction loan, respectively. These guarantees may be eliminated after project completion, based on certain conditions. The assets of the venture in the above table include a cash balance of $794,000 at December 31, 2016.

Charlotte Gateway Village, LLC ("Gateway") – Gateway is a 50-50 joint venture between the Company and Bank of America Corporation (“BOA”), which owns and operates Gateway Village, a 1.1 million square foot office building in Charlotte, North Carolina. Through December 1, 2016, Gateway’s net income or loss and cash distributions were allocated to the members as follows: first to the Company so that it received a cumulative compounded return equal to 11.46% on its capital contributions, second to BOA until it received an amount equal to the aggregate amount distributed to the Company, and then 50% to each member. After December 1, 2016, net income and cash flows are allocated 50% to each member. Proceeds from capital transactions are allocated first to BOA in an amount not to exceed $80.9 million, second 50% to each member until the Company receives a 17% internal rate of return, and third 80% to BOA and 20% to the Company. The Company’s total project return on Gateway is ultimately limited to an internal rate of return of 17% on its invested capital. Gateway had a fully-amortizing, non-recourse mortgage loan which matured on December 1, 2016. The assets of the venture in the above table include a cash balance of $3.7 million at December 31, 2016.

HICO Victory Center LP ("HICO") – In 2014, HICO, a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), was formed for the purpose of acquiring and subsequently developing an office parcel in Dallas, Texas. Pursuant to the joint venture agreement, all pre-development expenditures, other than land, are funded equally by the partners. The Company funded 75% of the cost of land while Hines Victory funded 25%. If the partners decide to commence construction of an office building, the capital accounts and economics of the venture will be adjusted such that the Company will effectively own at least 90% of the venture and Hines will own up to 10%. As of December 31, 2016, the Company accounted for its investment in HICO under the equity method because it does not control the activities of the venture. If the partners decide to construct an office building within the venture, the Company expects to consolidate the venture. The assets of the venture in the table above include a cash balance of $237,000 at December 31, 2016.

Carolina Square Holdings LP ("Carolina Square") - In 2015, Carolina Square, a 50-50 joint venture between the Company and NR 123 Franklin LLC ("Northwood Ravin") was formed for the purpose of developing and constructing a mixed-use property in Chapel Hill, North Carolina pursuant to a ground lease. Carolina Square also entered into a construction loan agreement, secured by the project, which is expected to provide up to $79.8 million to fund future construction costs. The loan bears interest at LIBOR plus 1.90% and matures on May 1, 2018. The Company and Northwood Ravin will each guarantee 12.5% of the outstanding loan amount and guarantee completion of the project. As of December 31, 2016, the outstanding balance of the construction loan was $23.7 million. The assets of the venture in the table above include a cash balance of $70,000 at December 31, 2016.

CL Realty, L.L.C. ("CL Realty") – CL Realty is a 50-50 joint venture between the Company and Forestar Realty Inc. ("Forestar"), that owns one parcel of land in Texas and mineral rights associated with one project in Texas. The assets of the venture in the above table include a cash balance of $502,000 at December 31, 2016.

DC Charlotte Plaza LLLP ("Charlotte Plaza") - Charlotte Plaza is a 50-50 joint venture between the Company and Dimensional Fund Advisors ("DFA") formed to develop DFA's 282,000 square foot regional headquarters building in Charlotte, North Carolina. Capital contributins and distributions of cash flow are made equally in accordance with each partner's partnership interest. Charlotte Plaza did not have a cash balance at December 31, 2016.

F-18

Temco Associates, LLC ("Temco") – Temco is a 50-50 joint venture between the Company and Forestar, that owns various parcels of land and a golf course in Georgia. The assets of the venture in the above table include a cash balance of $125,000 at December 31, 2016.

Wildwood Associates ("Wildwood") – Wildwood is a 50-50 joint venture between the Company and IBM which owns 22 acres of undeveloped land in the Wildwood Office Park in Atlanta, Georgia. In 2014, Wildwood sold a tract of land resulting in the Company recognizing income from unconsolidated joint ventures of $2.1 million. Of this income, $582,000 represents recognition of deferred income associated with Wildwood's negative investment. At December 31, 2016, the Company’s investment in Wildwood was a credit balance of $1.1 million. This credit balance resulted from cumulative distributions from Wildwood over time that exceeded the Company’s basis in its contributions, and essentially represents deferred gain not recognized at venture formation. This credit balance will decline as the venture’s remaining land is sold. The Company does not have any obligation to fund Wildwood’s working capital needs.

Crawford Long—CPI, LLC ("Crawford Long") – Crawford Long is a 50-50 joint venture between the Company and Emory University that owns the Emory University Hospital Midtown Medical Office Tower, a 358,000 square foot medical office building located in Atlanta, Georgia. Crawford Long has a $72.8 million, 3.5% fixed rate mortgage note which matures on June 1, 2023. The assets of the venture in the above table include a cash balance of $1.2 million at December 31, 2016.

Courvoisier Centre JV, LLC ("Courvoisier") - Courvoisier is a joint venture between the Company, with a 20% interest, and Spanish Key LLC, with an 80% interest, that owns Courvoisier Centre, a 343,000 square foot, two-building office property in Miami, Florida. Courvoisier has a $106.5 million, 4.6% fixed rate mortgage note which matures on March 1, 2026. The assets of the venture in the above table include a cash balance of $1.7 million at December 31, 2016.

Cousins W Rio Salado, LLC ("111 West Rio") - 111 West Rio, a wholly-owned subsidiary of the Company, owns a 74.6% interest in the American Airlines Building, a 225,000 square foot office building located in the Tempe submarket of Phoenix, Arizona. American Airlines owns the remaining 25.4% interest in the building and through October 31, 2016 leased 100% of the building. In October 2016, American Airlines terminated its lease and entered into an agreement with the Company for the purchase of its interest in the building for $19.6 million on, or before, February 28, 2017. Upon consummation of the purchase of American Airlines' interest in the building, the Company expects to consolidate the operations of the building in its consolidated financial statements. Also in October 2016, the Company entered into a lease with ADP to lease 100% of the building under a lease that is expected to commence in April 2017.

AMCO 120 WT Holdings, LLC ("Cousins AMCO") - Cousins AMCO is a joint venture between the Company, with a 20% interest, and affiliates of AMLI Residential (“AMLI”), with an 80% interest, to develop a mixed-use property in Decatur, Georgia. The property is expected to contain approximately 30,000 square feet of office space, 10,000 square feet of retail space and 330 apartment units. Initial contributions to the joint venture for the purchase of land were funded entirely by AMLI. Subsequent contributions will be funded in proportion to the members' percentage interests. The Company accounts for its investment in this joint venture under the equity method as it does not currently control the activities of the venture. The assets of the venture in the above table include a cash balance of $1.5 million at December 31, 2016.

At December 31, 2016, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $513.6 million. These loans are generally mortgage or construction loans, most of which are non-recourse to the Company, except as described above. In addition, in certain instances, the Company provides “non-recourse carve-out guarantees” on these non-recourse loans.

The Company recognized $7.4 million, $6.0 million, and $5.4 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2016, 2015, and 2014, respectively. See note 2, fee income, for a discussion of the accounting treatment for fees and reimbursements from unconsolidated joint ventures.

7.    INTANGIBLE ASSETS

At December 31, 2016 and 2015, intangible assets included the following (in thousands):

F-19

	2016		2015
In-place leases, net of accumulated amortization of $46,899 and $88,035 in 2016 and 2015, respectively	$	185,251	$	112,937
Above-market tenant leases, net of accumulated amortization of $6,515 and $15,423 in 2016 and 2015, respectively	40,260		8,031
Below-market ground lease, net of accumulated amortization of $69 in 2016	18,344		—
Goodwill	1,674		3,647
	$	245,529	$	124,615

Intangible assets, other than goodwill, mainly relate to the acquisitions in 2016, 2015, and 2014 (see note 3). Aggregate net amortization expense related to intangible assets and liabilities was $24.0 million, $23.7 million, and $32.7 million for the years ended December 31, 2016, 2015, and 2014, respectively. Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows (in thousands):

	Below Market Rents			Above Market Ground Lease			Below Market Ground Lease		Above Market Rents		In Place Leases		Total
2017	$	(15,591	)	$	(46	)	$	487	$	9,169	$	47,877	$	41,896
2018	(14,460		)	(46		)	470		8,225		36,574		30,763
2019	(12,754		)	(46		)	454		6,316		27,993		21,963
2020	(11,532		)	(46		)	439		5,043		22,000		15,904
2021	(9,634		)	(46		)	425		3,805		16,879		11,429
Thereafter	(23,999		)	(1,581		)	16,069		7,702		33,928		32,119
	$	(87,970	)	$	(1,811	)	$	18,344	$	40,260	$	185,251	$	154,074
Weighted average remaining lease term	7 years			39 years			67 years		6 years		6 years		10 years

Goodwill relates entirely to the Company's office assets. As office assets are sold, either by the Company or by joint ventures in which the Company has an interest, goodwill is allocated to the cost of each sale. The following is a summary of goodwill activity for the years ended December 31, 2016 and 2015 (in thousands):

	2016			2015
Beginning Balance	$	3,647		$	3,867
Allocated to property sales and Spin-Off	(1,973		)	(220		)
Ending Balance	$	1,674		$	3,647

8.    OTHER ASSETS

At December 31, 2016 and 2015, other assets included the following (in thousands):

	2016		2015
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $23,135 and $22,572 in 2016 and 2015, respectively	$	15,773	$	13,523
Lease inducements, net of accumulated amortization of $1,278 and $6,865 in 2016 and 2015, respectively	2,517		13,306
Prepaid expenses and other assets	8,432		4,408
Predevelopment costs and earnest money	179		1,780
Line of credit deferred financing costs, net of accumulated amortization of $2,264 and $1,380 in 2016 and 2015, respectively	2,182		2,972
	$	29,083	$	35,989

Lease inducements represent incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms.

Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determines are probable of future development.

9.    NOTES PAYABLE

F-20

The following table summarizes the terms of notes payable outstanding at December 31, 2016 and 2015 (in thousands):

Description	Interest Rate	Maturity	2016			2015
Term Loan, unsecured	1.97%	2021	$	250,000		$	—
Fifth Third Center	3.37%	2026	149,516			—
Credit Facility, unsecured	1.87%	2019	134,000			92,000
One Eleven Congress	6.08%	2017	128,000			—
The American Cancer Society Center	6.45%	2017	127,508			129,342
Colorado Tower	3.45%	2026	120,000			—
Promenade	4.27%	2022	105,342			108,203
San Jacinto	6.05%	2017	101,000			—
816 Congress	3.75%	2024	84,872			85,000
3344 Peachtree	4.75%	2017	78,971			—
Two Buckhead Plaza	6.43%	2017	52,000			—
Meridian Mark Plaza	6.00%	2020	24,522			24,978
The Pointe	4.01%	2019	22,945			—
Post Oak Central	4.26%	2020	—			181,770
191 Peachtree Tower	3.35%	2018	—			100,000
			$	1,378,676		$	721,293
Unamortized premium, net			6,792			—
Unamortized loan costs			(4,548		)	(2,483		)
Total Notes Payable			$	1,380,920		$	718,810

Credit Facility

The Company has a $500 million senior unsecured line of credit (the "Credit Facility") that matures on May 28, 2019. The Credit Facility may be expanded to $750 million at the election of the Company, subject to the receipt of additional commitments from the lenders and other customary conditions.

The Credit Facility contains financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 2.00; a fixed charge coverage ratio of at least 1.50; an overall leverage ratio of no more than 60%; and a minimum shareholders' equity in an amount equal to $1.0 billion, plus a portion of the net cash proceeds from certain equity issuances. The Credit Facility also contains customary representations and warranties and affirmative and negative covenants, as well as customary events of default. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.

The interest rate applicable to the Credit Facility varies according to the Company’s leverage ratio, and may, at the election of the Company, be determined based on either (1) the current London Interbank Offered Rate ("LIBOR") plus a spread of between 1.10% and 1.45%, based on leverage or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50% or the one-month LIBOR plus 1.0% (the “Base Rate”), plus a spread of between 0.10% and 0.45%, based on leverage. The Company also pays an annual facility fee on the total commitments under the Credit Facility of between 0.15% and 0.30% based on leverage.

At December 31, 2016, the Credit Facility's spread over LIBOR was 1.1%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $365.0 million at December 31, 2016.

Term Loan

During 2016, the Company obtained a $250 million unsecured term loan (the "Term Loan") that matures on December 2, 2021. The Term Loan contains financial covenants consistent with those of the Credit Facility. The interest rate applicable to the Term Loan varies according to the Company’s leverage ratio, and may, at the election of the Company, be determined based on either (1) the current London Interbank Offered Rate ("LIBOR") plus a spread of between 1.20% and 1.70%, based on leverage or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50% or the one-month LIBOR plus 1.0% (the “Base Rate”), plus a spread of between 0.00% and 0.75%, based on leverage. At December 31, 2016, the Term Loan's spread over LIBOR was 1.2%.

Debt Associated with the Merger and Spin-Off

F-21

In connection with the Merger, the Company assumed $635.2 million of mortgage debt (excluding $272.4 million of mortgage debt assumed and distributed in connection with the Spin-Off) at a weighted average stated interest rate of 5.2%. Subsequent to the Merger and before December 31, 2016, the Company repaid $251.9 million of this assumed mortgage debt, which included the legal defeasance of a $20.2 million mortgage loan. In connection with the Spin-Off, the Company distributed the Post Oak Central mortgage note to New Parkway on October 7, 2016.

In the Merger, the Company assumed $550 million in Parkway unsecured term debt, received proceeds from a $350 million senior secured term loan and repaid the $550 million in unsecured term debt. In the Spin-Off, the Company distributed the $350 million senior secured term loan to New Parkway.

Other Mortgage Loan Information

In 2016, the Company had the following mortgage loan activity:

• Entered into a $120.0 million non-recourse mortgage loan secured by Colorado Tower, a 373,000 square foot office building in Austin, Texas. The mortgage bears interest at a fixed annual rate of 3.45% and matures September 1, 2026.

• Entered into a $150.0 million non-recourse mortgage loan secured by Fifth Third Center, a 698,000 square foot office building in Charlotte, North Carolina. The mortgage bears interest at a fixed annual rate of 3.37% and matures October 1, 2026.

• Repaid the $98.1 million 191 Peachtree Tower mortgage loan in full in connection with a sale of the building and paid a $3.7 million prepayment penalty.

In 2015, the Company prepaid, without penalty, the $14.2 million The Points at Waterview mortgage note. The note was scheduled to mature on January 1, 2016.

Other Debt Information

The real estate and other assets of The American Cancer Society Center (the “ACS Center”) are restricted under the ACS Center loan agreement in that they are not available to settle debts of the Company. However, provided that the ACS Center loan has not incurred any uncured event of default, as defined in the loan agreement, the cash flows from the ACS Center, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

The majority of the Company’s consolidated debt is fixed-rate long-term non-recourse mortgage notes payable. Assets with depreciated carrying values of $1.4 billion were pledged as security on the $995 million mortgage notes payable. As of December 31, 2016, the weighted average maturity of the Company’s consolidated debt was 4.25 years.

As a result of the Parkway Transactions, the Company assumed four non-recourse mortgage loans with an aggregate principal amount of $360.0 million that mature in 2017. In addition, the Company has one additional non-recourse mortgage loan with a principal balance of $127.5 million that matures in 2017. While the Company does not currently have the liquid funds available to satisfy the obligations, the Company expects to repay these loans when they mature with a combination of sources of capital including, but not limited to, asset sales, unsecured debt, mortgage loans on these or other properties, or issuance of common equity.

At December 31, 2016 and 2015, the estimated fair value of the Company’s notes payable was $1.4 billion and $738.1 million, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2016 and 2015. The estimate of the current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820 as the Company utilizes market rates for similar type loans from third party brokers.

For the years ended December 31, 2016, 2015, and 2014, interest was recorded as follows (in thousands):

	2016			2015			2014
Total interest incurred	$	31,347		$	26,314		$	23,735
Interest capitalized	(4,697		)	(3,579		)	(2,752		)
Total interest expense	$	26,650		$	22,735		$	20,983

Debt Maturities

F-22

Future principal payments due (including scheduled amortization payments and payments due upon maturity) on the Company's notes payable at December 31, 2016 are as follows (in thousands):

2017	$	495,916
2018	9,348
2019	167,047
2020	33,826
2021	261,256
Thereafter	411,283
	$	1,378,676

10.    COMMITMENTS AND CONTINGENCIES

Commitments

The Company had a total of $135.7 million in future obligations under leases to fund tenant improvements and other future construction obligations at December 31, 2016. The Company had outstanding letters of credit and performance bonds totaling $3.8 million at December 31, 2016. The Company recorded lease expense of $2.4 million, $2.0 million, and $1.3 million in 2016, 2015, and 2014, respectively. The Company has future lease commitments under ground leases and operating leases totaling $211.2 million over weighted-average remaining terms of 78 and 3 years, respectively. Amounts due under these lease commitments are as follows (in thousands):

2017	$	2,795
2018	2,718
2019	2,613
2020	2,492
2021	2,373
Thereafter	198,161
	$	211,152

Litigation

The Company is subject to various legal proceedings, claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

11.    STOCKHOLDERS' EQUITY

In 2016, in connection with the Merger, the Company issued 6.9 million shares of limited voting preferred stock, par value $1 per share. Each share of limited voting preferred stock is "paired" with a limited partnership unit in CPLP. A share of Cousins limited voting preferred stock will be automatically redeemed by Cousins without consideration if such share's paired limited partnership unit in CPLP is transferred or redeemed. Holders of the limited voting preferred stock are entitled to one vote on the following matters only: the election of directors, any proposed amendment of the Company's Articles of Incorporation, any merger or other business combination of the Company, any sale of substantially all of the Company's assets, and any liquidation of the Company. Holders of limited voting preferred stock are not entitled to any dividends or distributions and the limited voting preferred stock is not convertible into or exchangeable for any other property or securities of the Company.

In 2015, the Board of Directors of the Company authorized the repurchase of up to $100 million of its outstanding common shares. The plan expires on September 8, 2017. The repurchases may be executed in the open market, through private negotiations,

F-23

or in other transactions permitted under applicable law. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The share repurchase program may be suspended or discontinued at any time.

Under this plan, through December 31, 2016, the Company has repurchased 6.8 million shares of its common stock for a total cost of $61.5 million, including broker commissions. The share repurchases were funded from cash on hand, borrowings under the Company's Credit Facility, and proceeds from the sale of assets. The repurchased shares were recorded as treasury shares on the consolidated balance sheets.

In 2014, the Company issued 26.7 million shares of common stock, in two offerings, resulting in net proceeds to the Company of $321.9 million, which includes customary legal, accounting, and other expenses.

In 2014, the Company redeemed all outstanding shares of its 7.5% Series B Cumulative Redeemable Preferred Stock, par value $1 per share, for $25 per share or $94.8 million, excluding accrued dividends. In connection with this redemption, the Company decreased net income available for common stockholders by $3.5 million (non-cash), which represents the original issuance costs applicable to the shares redeemed.

Ownership Limitations — In order to minimize the risk that the Company will not meet one of the requirements for qualification as a REIT, the Company's Articles of Incorporation include certain restrictions on the ownership of more than 3.9% of the Company’s total common and preferred stock, subject to waiver by Board of Directors.

Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2016, 2015, and 2014 to meet REIT distribution requirements (in thousands):

	2016			2015			2014
Common and preferred dividends paid	$	1,077,179		$	69,162		63,364
Dividends treated as taxable compensation	(92		)	(94		)	(110	)
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements	—			(731		)	(2,182	)
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements	—			—			731
Dividends in excess of current year REIT distribution requirements	(827,005		)	—			—
Dividends applied to meet current year REIT distribution requirements	$	250,082		$	68,337		61,803

Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s distributions for the years ended December 31, 2016, 2015, and 2014:

	Total  Distributions Per Share		Ordinary Dividends		Long-Term Capital Gain		Unrecaptured Section 1250 Gain (A)		Nondividend Distributions		Cash Liquidation Distributions
Common:
2016	$	2.853075	$	0.079661	$	0.582778	$	0.100934	$	2.190636	$	—
2015	$	0.320000	$	0.161738	$	0.158262	$	0.097271	$	—	$	—
2014	$	0.300000	$	0.281564	$	0.018436	$	0.018436	$	—	$	—
Series B Preferred:
2014	$	25.776040	$	0.467750	$	0.001000	$	0.001000	$	—	$	25.307290

(A) Represents a portion of the dividend allocated to long-term capital gain.

12.    FUTURE MINIMUM RENTS

The Company’s leases typically contain escalation provisions and provisions requiring tenants to pay a pro rata share of operating expenses. The leases typically include renewal options and are classified and accounted for as operating leases.

At December 31, 2016 future minimum rents to be received by consolidated entities under existing non-cancelable leases are as follows (in thousands):

F-24

2017	$	307,262
2018	311,442
2019	289,132
2020	267,135
2021	237,500
Thereafter	677,943
	$	2,090,414

13.    STOCK-BASED COMPENSATION

The Company maintains the 2009 Incentive Stock Plan (the “2009 Plan”), which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors. As of December 31, 2016, 2,293,403 shares were authorized to be awarded pursuant to the 2009 Plan. The Company also maintains the 2005 Restricted Stock Unit ("RSU")Plan, as amended, which allows the Company to issue awards to employees that are paid in cash on the vesting date in an amount equal to the fair market value, as defined, of one share of the Company’s stock. The Company has granted stock options, restricted stock, and restricted stock units to employees as discussed below.

As a result of the Spin-Off, the number and strike price of stock options, shares of restricted stock, and the number of restricted stock units were adjusted to preserve the intrinsic value of the awards immediately prior to the Spin-Off using an adjustment ratio based on the market price of the Company's stock prior to the Spin-Off and the market price of the Company's stock subsequent to the Spin-Off pursuant to anti-dilution provisions of the 2009 Plan. Since these adjustments were considered to be a modification of the awards, the Company compared the fair value of the awards immediately prior to the Spin-Off to the fair value immediately after the Spin-Off to measure potential incremental stock-based compensation expense. The adjustments did not result in an increase in the fair value of the awards and, accordingly, the Company did not record incremental stock-based compensation expense.

Stock Options

At December 31, 2016, the Company had 2,262,249 stock options outstanding to key employees and outside directors pursuant to the 2009 Plan. The Company typically uses authorized, unissued shares to provide shares for option exercises. The stock options have a term of ten years from the date of grant and have a vesting period of four years, except director stock options, which vest immediately. In 2016, 2015, and 2014, there were no stock option grants to employees or directors.

In 2016, in conjunction with the Merger, the Company granted 672,375 options to former Parkway key executives. These options vested immediately, and have a term of ten years from the date of grant. The Company calculated the fair value of these grants using the Black-Scholes option-pricing model, which requires the Company to provide certain inputs as follows:

• The risk-free interest rate utilized is the interest rate on U.S. Treasury Strips or Bonds having the same life as the estimated life of the Company’s option awards.

• Expected life of the options granted is estimated based on historical data reflecting actual hold periods plus an estimated hold period for unexercised options outstanding.

• Expected volatility is based on the historical volatility of the Company’s stock over a period equal to the estimated option life.

• The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular dividends over the estimated life of the option.

The weighted average fair value of options granted was $0.84 per option, and the Company computed the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	1.37	%
Assumed dividend yield	3.60	%
Assumed lives of option awards (in years)	6.4
Assumed volatility	23.23	%

The Company recorded $565,000 to additional paid-in capital for the fair value of the options granted as part of the Merger. During 2016, 2015, and 2014, $0, $15,000 and $140,000, respectively, was recognized as compensation expense related to stock options. The Company does not anticipate recognizing any future compensation expense related to stock options outstanding

F-25

beyond December 31, 2016. During 2016, total cash proceeds from the exercise of options equaled $13,000. As of December 31, 2016, the intrinsic value of the options outstanding and exercisable was $2.5 million. The intrinsic value is calculated using the exercise prices of the options compared to the market value of the Company’s stock. At December 31, 2016 and 2015, the weighted-average contractual lives for the options outstanding and exercisable were 3.2 years and 2.3 years, respectively.

The following is a summary of stock option activity for the years ended December 31, 2016, 2015, and 2014:

	Number of Options (000s)		Weighted Average Exercise Price Per Option
Outstanding at December 31, 2013	3,078		$	22.90
Exercised	(206	)	8.26
Forfeited/Expired	(661	)	28.18
Outstanding at December 31, 2014	2,211		22.69
Exercised	(23	)	8.02
Forfeited/Expired	(425	)	21.98
Outstanding at December 31, 2015	1,763		22.05
Granted as a result of the Spin-Off	1,222		11.78
Exercised	(2	)	8.35
Forfeited/Expired	(721	)	27.24
Outstanding at December 31, 2016	2,262		$	10.82
Options Exercisable at December 31, 2016	2,262		$	10.82

Restricted Stock

In 2016, 2015, and 2014, the Company issued 234,965, 165,922, and 137,591 shares of restricted stock to employees, which vest ratably over three years from the issuance date. In 2016, 2015, and 2014, the Company also issued 72,771, 78,985, and 55,293 shares of stock to independent members of the board of directors which vested immediately on the issuance date. All shares of restricted stock receive dividends and have voting rights during the vesting period. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period. Compensation expense related to restricted stock was $1.6 million, $1.5 million, and $1.8 million in 2016, 2015, and 2014, respectively.

As of December 31, 2016, the Company had recorded $1.9 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.6 years. The total fair value of the restricted stock which vested during 2016 was $1.2 million. The following table summarizes restricted stock activity for the years ended December 31, 2016, 2015, and 2014:

	Number of Shares (000s)		Weighted-Average Grant Date Fair Value
Non-vested restricted stock at December 31, 2013	450		$	8.00
Granted	138		10.75
Vested	(236	)	8.00
Forfeited	(10	)	9.48
Non-vested restricted stock at December 31, 2014	342		9.08
Granted	166		11.06
Vested	(210	)	8.41
Forfeited	(5	)	10.68
Non-vested restricted stock at December 31, 2015	293		10.65
Granted	235		8.62
Granted as a result of the Spin-Off	114		7.57
Vested	(141	)	8.54
Forfeited	(30	)	9.77
Non-vested restricted stock at December 31, 2016	471		$	7.57

Restricted Stock Units

F-26

During 2016, 2015, and 2014, the Company awarded two types of performance-based RSUs to key employees: one based on the total stockholder return of the Company, as defined, relative to that of office peers included in the SNL US Office REIT Index (the "TSR RSUs") and the other based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “FFO RSUs”). The performance period for these awards is three years and the ultimate payout of these awards can range from 0% to 200% of the targeted number of units depending on the achievement of the performance metrics described above. Both of these RSUs are to be settled in cash with payment dependent upon the attainment of required service, market, and performance criteria. The Company expenses an estimate of the fair value of the TSR RSUs over the performance period using a quarterly Monte Carlo valuation. The Company expenses the FFO RSUs over the vesting period using the fair market value of the Company’s stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting. Dividend equivalents on the TSR RSUs and FFO RSUs will also be paid based upon the percentage vested. The targeted number of performance-based RSUs outstanding at December 31, 2016 are 396,872, 299,821, and 204,690 related to the 2016, 2015, and 2014 grants, respectively.

In 2012, the Company also issued 281,532 performance-based RSUs to the chief executive officer. The payout of these awards could have ranged from 0% to 150% of the targeted number of units depending on the total stockholder return of the Company, as defined, as compared to that of a peer group of companies through 2016. This award was expensed using a quarterly Monte Carlo valuation over the vesting period until the fourth quarter of 2016, when it was adjusted to the actual amount paid in 2017.

The following table summarizes the performance-based RSU activity as of December 31, 2016, 2015, and 2014 (in thousands):

Outstanding at December 31, 2013	755
Granted	205
Vested	(150	)
Forfeited	(14	)
Outstanding at December 31, 2014	796
Granted	244
Vested	(191	)
Forfeited	(6	)
Outstanding at December 31, 2015	843
Granted	312
Granted as a result of the Spin-Off	308
Vested	(160	)
Forfeited	(30	)
Outstanding at December 31, 2016	1,273

In 2016, the Company granted 28,938 time-vested RSUs to a key employee. The value of each unit is equal to the fair market value of one share of common stock. The vesting period for this award is three years. These RSUs are to be settled in cash with payment dependent upon the attainment of the required service criteria.

The Company estimates future expense for all types of RSUs outstanding at December 31, 2016 to be $3.2 million (using stock prices and estimated target percentages as of December 31, 2016), which will be recognized over a weighted-average period of 0.9 years. During 2016, total cash paid for all types of RSUs and related dividend payments was $1.6 million.

During 2016, 2015, and 2014, $6.4 million, $67,000, and $5.4 million, respectively, was recognized as compensation expense related to RSUs for employees and directors.

14.    RETIREMENT SAVINGS PLAN

The Company maintains a defined contribution plan (the “Retirement Savings Plan”) pursuant to Section 401 of the Internal Revenue Code (the “Code”) which covers active regular employees. Employees are eligible under the Retirement Savings Plan immediately upon hire, and pre-tax contributions are allowed up to the limits set by the Code. The Company has a match program of up to 3% of an employee’s eligible pre-tax Retirement Savings Plan contributions up to certain Code limits. Employees vest in Company contributions over a three-year period. The Company may change this percentage at its discretion, and, in addition, the Company could decide to make discretionary contributions in the future. The Company contributed $682,000, $639,000, and $592,000 to the Retirement Savings Plan for the 2016, 2015, and 2014 plan years, respectively.

15.    INCOME TAXES

F-27

On December 31, 2014, CREC merged into Cousins and Cousins formed CTRS. CTRS recorded no income tax expense in 2016 or 2015 and CREC recorded a $20,000 income tax benefit in 2014.

The net income tax benefit differs from the amount computed by applying the statutory federal income tax rate to CTRS' income before taxes for the year ended December 31, 2016, and to CREC’s income before taxes for the years ended 2015 and 2014 as follows ($ in thousands):

	2016					2015					2014
	Amount			Rate		Amount			Rate		Amount			Rate
Federal income tax benefit (expense)	$	(1,159	)	(35	)%	$	778		35	%	$	(1,124	)	(35	)%
State income tax benefit (expense), net of federal income tax effect	(132		)	(4	)%	90			4	%	(125		)	(4	)%
Valuation allowance	1,282			39	%	(833		)	(37	)%	1,644			50	%
State deferred tax adjustment	9			—	%	(35		)	(2	)%	(375		)	(11	)%
Benefit applicable to income (loss) from continuing operations	$	—		—	%	$	—		—	%	$	20		—	%

On December 31, 2014, CREC merged into Cousins and Cousins contributed some of the assets and contracts that were previously owned by CREC to CTRS, a newly formed taxable REIT subsidiary of Cousins. Cousins retained many of CREC's tax benefits, including the significant portion of CREC's Federal and state tax carryforwards. Some of CREC's tax benefits were assumed by CTRS upon the contributions Cousins made to CTRS immediately following CREC's merger into Cousins. The tax effect of significant temporary differences representing deferred tax assets and liabilities of CTRS as of December 31, 2016 and 2015 are as follows (in thousands):

	2016			2015
Income from unconsolidated joint ventures	$	(188	)	$	928
Federal and state tax carryforwards	514			680
Total deferred tax assets	326			1,608
Valuation allowance	(326		)	(1,608		)
Net deferred tax asset	$	—		$	—

A valuation allowance is required to be recorded against deferred tax assets if, based on the available evidence, it is more likely than not that such assets will not be realized. When assessing the need for a valuation allowance, appropriate consideration should be given to all positive and negative evidence related to this realization. This evidence includes, among other things, the existence of current and recent cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company’s history with loss carryforwards and available tax planning strategies.

As of December 31, 2016 and 2015 the deferred tax asset of CTRS equaled $326,000 and $1.6 million, respectively, with a valuation allowance placed against the full amount of each. The conclusion that a valuation allowance should be recorded as of December 31, 2016 and 2015 was based the lack of evidence that CTRS, could generate future taxable income to realize the benefit of the deferred tax assets.

16. EARNINGS PER SHARE

The following table sets forth the computation of the basic and diluted earnings per share of the Company's consolidated statements of operations for the years ended December 31, 2016, 2015, and 2014 (in thousands):

F-28

	Year Ended December 31
		2016			2015			2014
Earnings per Common Share - basic:
Numerator:
Income from continuing operations		$	60,941		$	94,332		$	12,886
Net (income) attributable to noncontrolling interests in the CPLP from continuing operations		(784		)	—			—
Net (income) attributable to other noncontrolling interests from continuing operations		(211		)	(111		)	(1,004		)
Dividends to preferred stockholders		—			—			(2,955		)
Preferred Share original issue costs		—			—			(3,530		)
Income from continuing operations available for common stockholders		59,946			94,221			5,397
Income from discontinued operations		19,163			31,297			40,122
Net income available for common stockholders		$	79,109		$	125,518		$	45,519
Denominator:
Weighted average common shares - basic		253,895			215,827			204,216
Earnings per common share - basic:
Income from continuing operations available for common stockholders		$	0.24		$	0.44		$	0.02
Income from discontinued operations available for common stockholders		0.07			0.14			0.20
Net income available for common stockholders		$	0.31		$	0.58		$	0.22
Earnings per common share - diluted:
Numerator:
Income from continuing operations		$	60,941		$	94,332		$	12,886
Net (income) attributable to other noncontrolling interests from continuing operations		(211		)	(111		)	(1,004		)
Dividends to preferred stockholders		—			—			(2,955		)
Preferred Share original issue costs		—			—			(3,530		)
Income from continuing operations available for common stockholders before net income attributable to noncontrolling interests in CPLP		60,730			94,221			5,397
Income from discontinued operations available for common stockholders		19,163			31,297			40,122
Net income available for common stockholders before net income attributable to noncontrolling interests in CPLP		$	79,893		$	125,518		$	45,519
Denominator:
Weighted average common shares - basic		253,895			215,827			204,216
Add:
Stock options using treasury method		178			152			244
Noncontrolling interests CPLP		1,950			—			—
Weighted average common shares - diluted		256,023			215,979			204,460
Earnings per common share - diluted:
Income from continuing operations available for common stockholders		$	0.24		$	0.44		$	0.02
Income from discontinued operations available for common stockholders		0.07			0.14			0.20
Net income available for common stockholders		$	0.31		$	0.58		$	0.22

Anti-dilutive stock options represent stock options whose exercise price exceeds the average market value of the Company’s stock. These anti-dilutive stock options are not included in the current calculation of dilutive weighted average shares, but could be dilutive in the future. For the years ended December 31, 2016, 2015, and 2014, the number of anti-dilutive stock options was 762,000, 1,128,000, and 1,553,000, respectively.

17.    CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

F-29

Supplemental information related to cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the years ended December 31, 2016, 2015, and 2014 is as follows (in thousands):

	2016			2015			2014
Interest paid, net of amounts capitalized	$	32,215		$	29,337		$	28,840
Income taxes paid	—			2			4
Non-Cash Transactions:
Non-cash assets and liabilities assumed in Merger	1,886,815			—			—
Non-cash assets and liabilities distributed in Spin-Off	(948,306		)	—			—
Mortgage note payable legally defeased	20,170			—			—
Transfer from land held to projects under development	8,099			—			5,185
Change in accrued property acquisition, development, and tenant asset expenditures	7,918			(2,483		)	(531		)
Transfer from investment in unconsolidated joint ventures to projects under development	5,880			—			—
Transfer from projects under development to operating properties	—			121,709			—
Transfer from operating properties and related assets to real estate assets and other assets held for sale	—			7,246			—
Transfer from operating properties and related liabilities to liabilities of real estate assets held for sale	—			1,347			—

18. REPORTABLE SEGMENTS

The Company's segments are based on the method of internal reporting which classifies operations by property type and geographical area. The segments by property type are: Office, Mixed-Use, and Other. The segments by geographical region are: Atlanta, Austin, Charlotte, Orlando, Tampa, Phoenix, and Other. These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of product and the geographical location. Each segment includes both consolidated operations and the Company's share of joint venture operations.

Company management evaluates the performance of its reportable segments in part based on net operating income (“NOI”). NOI represents rental property expenses less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, and other non-operating items.

Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions. Information on the Company's segments along with a reconciliation of NOI to net income available to common stockholders is as follows (in thousands):

Year ended December 31, 2016	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	78,590	$	—	$	—	$	78,590
Atlanta	98,032		7,411		—		105,443
Austin	29,865		—		—		29,865
Charlotte	28,418		—		—		28,418
Orlando	3,265		—		—		3,265
Tampa	7,130		—		—		7,130
Tempe	6,067		—		—		6,067
Other	1,504		—		—		1,504
Total Net Operating Income	$	252,871	$	7,411	$	—	$	260,282

F-30

Year ended December 31, 2015	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	103,210	$	—	$	—	$	103,210
Atlanta	93,438		5,854		—		99,292
Austin	15,294		—		—		15,294
Charlotte	16,164		—		—		16,164
Other	7,104		—		168		7,272
Total Net Operating Income	$	235,210	$	5,854	$	168	$	241,232

Year ended December 31, 2014	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	100,816	$	—	$	—	$	100,816
Atlanta	73,434		5,727		—		79,161
Austin	6,992		—		—		6,992
Charlotte	6,839		—		—		6,839
Other	18,470		—		3,395		21,865
Total Net Operating Income	$	206,551	$	5,727	$	3,395	$	215,673

The following reconciles Net Income to Net Operating Income for each of the periods presented (in thousands):

	Year Ended December 31,
	2016			2015			2014
Net Income	$	80,104		$	125,629		$	53,008
Net operating income from unconsolidated joint ventures	28,785			24,335			25,897
Net operating income from discontinued operations	78,591			103,198			102,616
Fee income	(8,347		)	(7,297		)	(12,519		)
Other income	(1,050		)	(828		)	(919		)
Reimbursed expenses	3,259			3,430			3,652
General and administrative expenses	25,592			16,918			19,784
Interest expense	26,650			22,735			20,983
Depreciation and amortization	97,948			71,625			62,258
Acquisition and merger costs	24,521			299			1,130
Other expenses	5,888			1,181			3,729
Loss on extinguishment of debt	5,180			—			—
Benefit for income taxes from operations	—			—			(20		)
Income from unconsolidated joint ventures	(10,562		)	(8,302		)	(11,268		)
Gain on sale of investment properties	(77,114		)	(80,394		)	(12,536		)
Income (loss) from discontinued operations	(19,163		)	(31,297		)	(40,122		)
Net Operating Income	$	260,282		$	241,232		$	215,673

Revenues by reportable segment, including a reconciliation to total revenues on the consolidated statements of operations for years ended December 31, 2016, 2015 and 2014 are as follows (in thousands):

F-31

Year ended December 31, 2016	Office		Mixed-Use		Other		Total
Revenues:
Atlanta	$	160,540	$	13,043	$	—	$	173,583
Austin	52,769		—		—		52,769
Charlotte	39,448		—		—		39,448
Houston	136,926		—		—		136,926
Orlando	5,896		—		—		5,896
Tampa	10,994		—		—		10,994
Tempe	8,902		—		—		8,902
Other	2,443		—		—		2,443
Total segment revenues	417,918		13,043		—		430,961
Company's share of rental property revenues from unconsolidated joint ventures	31,177		13,043		—		44,220
Revenues included in discontinued operations	136,927		—		—		136,927
Total rental property revenues	$	249,814	$	—	$	—	$	249,814

Year ended December 31, 2015	Office		Mixed-Use		Other		Total
Revenues:
Houston	$	176,823	$	—	$	—	$	176,823
Atlanta	164,712		9,975		—		174,687
Austin	26,581		—		—		26,581
Charlotte	22,964		—		—		22,964
Other	9,216		—		192		9,408
Total segment revenues	400,296		9,975		192		410,463
Company's share of rental property revenues from unconsolidated joint ventures	27,416		9,975		—		37,391
Revenues included in discontinued operations	176,828		—		—		176,828
Total rental property revenues	$	196,052	$	—	$	192	$	196,244

Year ended December 31, 2014	Office		Mixed-Use		Other		Total
Revenues:
Houston	$	179,788	$	—	$	—	$	179,788
Atlanta	125,884		9,037		—		134,921
Austin	14,062		—		—		14,062
Charlotte	9,404		—		—		9,404
Other	42,576		—		3,886		46,462
Total segment revenues	371,714		9,037		3,886		384,637
Company's share of rental property revenues from unconsolidated joint ventures	26,766		9,037		1,997		37,800
Revenues included in discontinued operations	182,714		—		—		182,714
Total rental property revenues	$	162,234	$	—	$	1,889	$	164,123

F-32

SCHEDULE III

(Page 1 of 4)

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2016

(in thousands)

			Initial Cost to Company				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried  at Close of Period
Description/Metropolitan Area	Encumbrances		Land and Improvements		Buildings and Improvements		Land and Improvements less Cost of Sales, Transfers and Other		Building and Improvements less Cost of Sales, Transfers and Other			Land and Improvements less Cost of Sales, Transfers and Other		Building and Improvements less Cost of Sales, Transfers and Other		Total (a)(b)		Accumulated Depreciation (a)(b)		Date of Construction/ Renovation	Date Acquired	Life on Which Depreciation in 2016 Statement of Operations is Computed (c)
OPERATING PROPERTIES
Colorado Tower	119,069		—		—		1,600		118,455			1,600		118,455		120,055		9,669		2013	2013	30 years
Austin, TX
816 Congress	84,231		6,817		89,891		3,282		16,170			10,099		106,061		116,160		14,767		—	2013	42 years
Austin, TX
Research Park	—		4,373		—		801		36,766			5,174		36,766		41,940		549		2014	1998	30 years
Austin, TX
Northpark Town Center	—		22,350		295,825		—		22,101			22,350		317,926		340,276		27,266		—	2014	39 years
Atlanta, GA
Promenade	104,997		13,439		102,790		—		35,664			13,439		138,454		151,893		33,382		—	2011	34 years
Atlanta, GA
The American Cancer Society Center	127,451		5,226		67,370		—		34,165			5,226		101,535		106,761		72,422		—	1999	25 years
Atlanta, GA
Meridian Mark Plaza	24,427		2,219		—		—		30,024			2,219		30,024		32,243		18,726		1997	1997	30 years
Atlanta, GA
Fifth Third Center	148,867		22,591		180,430		—		11,414			22,591		191,844		214,435		15,891		—	2014	40 years
Charlotte, NC
Corporate Center	—		7,298		272,148		—		1,705			7,298		273,853		281,151		2,827		—	2016	40 years
Tampa, FL
Bank of America Center	—		7,121		66,129		—		266			7,121		66,395		73,516		985		—	2016	40 years
Orlando, FL
One Orlando Centre	—		12,625		44,088		—		(2,635		)	12,625		41,453		54,078		706		—	2016	40 years
Orlando, FL
Citrus Center	—		4,307		41,608		—		(71		)	4,307		41,537		45,844		797		—	2016	40 years
Orlando, FL
The Pointe	23,369		9,404		54,694		—		41			9,404		54,735		64,139		738		—	2016	40 years
Tampa, FL
Harborview Plaza	—		10,800		39,136		—		436			10,800		39,572		50,372		515		—	2016	40 years
Tampa, FL
3344 Peachtree	80,258		16,110		176,153		—		(57		)	16,110		176,096		192,206		1,673		—	2016	40 years
Atlanta, GA
One Buckhead Plaza	—		17,011		171,930		—		41			17,011		171,971		188,982		1,651		—	2016	40 years
Atlanta, GA
3350 Peachtree	—		16,836		109,166		—		(988		)	16,836		108,178		125,014		1,038		—	2016	40 years
Atlanta, GA
3348 Peachtree	—		6,707		69,723		—		(30		)	6,707		69,693		76,400		749		—	2016	40 years
Atlanta, GA
Two Buckhead Plaza	53,515		18,053		74,547		—		204			18,053		74,751		92,804		760		—	2016	40 years
Atlanta, GA
Hearst Tower	—		9,977		323,299		—		1,510			9,977		324,809		334,786		2,937		—	2016	40 years
Charlotte, NC
NASCAR Plaza	—		51		115,238		—		562			51		115,800		115,851		1,109		—	2016	40 years
Charlotte, NC
Hayden Ferry	—		13,102		262,578		—		2,068			13,102		264,646		277,748		2,620		—	2016	40 years
Phoenix, AZ
Tempe Gateway	—		5,893		95,130		—		377			5,893		95,507		101,400		740		—	2016	40 years
Phoenix, AZ
One Eleven Congress	130,002		33,841		201,707		—		4,029			33,841		205,736		239,577		1,839		—	2016	40 years
Austin, TX
San Jacinto Center	102,562		34,068		176,535		—		144			34,068		176,679		210,747		1,500		—	2016	40 years
Austin, TX
Total Operating Properties	$	998,748	$	300,219	$	3,030,115	$	5,683	$	312,361		$	305,902	$	3,342,476	$	3,648,378	$	215,856

S-1

SCHEDULE III

(Page 3 of 4)

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2016

(in thousands)

			Initial Cost to Company				Costs Capitalized Subsequent  to Acquisition					Gross Amount at Which Carried  at Close of Period
Description/Metropolitan Area	Encumbrances		Land and Improvements		Buildings  and Improvements		Land and Improvements less Cost of Sales, Transfers and Other			Building and Improvements less Cost of Sales, Transfers and Other		Land and Improvements less Cost of Sales, Transfers and Other		Building and Improvements less Cost of Sales, Transfers and Other		Total (a)(b)		Accumulated Depreciation (a)(b)		Date of Construction/ Renovation	Date Acquired	Life on Which Depreciation in 2016 Statement of Operations is Computed (c)
PROJECTS UNDER DEVELOPMENT
NCR Phase 1	$	—	$	20,032	$	—	$	—		$	83,962	$	20,032	$	83,962	$	103,994	$	—	2015	2015
Atlanta, GA
NCR Phase II	—		8,099		—		—			8,142		8,099		8,142		16,241		—		—	2015
Atlanta, GA
Avalon	—		4,130		—		72			37,950		4,202		37,950		42,152		—		2016	2016
Atlanta, GA
Total Projects Under Development	$	—	$	32,261	$	—	$	72		$	130,054	$	32,333	$	130,054	$	162,387	$	—
LAND
Commercial Land
Land Adjacent to The Avenue Forsyth	—		11,240		—		(7,540		)	—		3,700		—		3,700		—		—	2007
Suburban Atlanta, GA
North Point	—		10,294		—		(9,773		)	—		521		—		521		—		—	1970-1985
Suburban Atlanta, GA
Total Commercial Land	$	—	$	21,534	$	—	$	(17,313	)	$	—	$	4,221	$	—	$	4,221	$	—
Residential Land
Callaway Gardens	—		1,584		—		(1,584		)	—		—		—		—		—		2006	2006
Pine Mountain, GA
Total Residential Land	$	—	$	1,584	$	—	$	(1,584	)	$	—	$	—	$	—	$	—	$	—
Total Land	$	—	$	23,118	$	—	$	(18,897	)	$	—	$	4,221	$	—	$	4,221	$	—
Total Properties	$	998,748	$	355,598	$	3,030,115	$	(13,142	)	$	442,415	$	342,456	$	3,472,530	$	3,814,986	$	215,856

S-2

SCHEDULE III

(Page 4 of 4)

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2016

(in thousands)

NOTES:

(a) Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended December 31, 2016 are as follows:

	Real Estate									Accumulated Depreciation
	2016			2015			2014			2016			2015			2014
Balance at beginning of period	$	2,606,343		$	2,619,488		$	2,164,815		$	359,422		$	324,543		$	257,151
Additions during the period:
Parkway merger	2,832,730			—			—			—			—			—
Acquisitions	—			28,131			523,695			—			—			—
Improvements and other capitalized costs	208,016			139,676			109,959			—			—			—
Transfers	5,306			—			—			—			—			—
Depreciation expense	—			—			—			112,277			99,067			86,824
	3,046,052			167,807			633,654			112,277			99,067			86,824
Deductions during the period:
Parkway spin-off	(1,230,235		)	—			—			(148,523		)	—			—
Cost of real estate sold	(602,648		)	(180,952		)	(178,981		)	(107,320		)	(64,188		)	(19,432		)
Impairment loss	(4,526		)	—			—			—			—			—
	(1,837,409		)	(180,952		)	(178,981		)	(255,843		)	(64,188		)	(19,432		)
Balance at end of period	$	3,814,986		$	2,606,343		$	2,619,488		$	215,856		$	359,422		$	324,543

(b) The aggregate cost for federal income tax purposes, net of depreciation, was $2.9 billion (unaudited) at December 31, 2016.

(c) Buildings and improvements are depreciated over 25 to 42 years. Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter.

S-3

EX-10.(A)(XXXVII)

Exhibit 10(a)(xxxvii)

COUSINS PROPERTIES INCORPORATED

2005 Restricted Stock Unit Plan

Restricted Stock Unit Certificate for 2017-2019 Performance Period

This Restricted Stock Unit Certificate evidences that on February 6, 2017 (“Grant Date”) the key employee named below (“Key Employee”) was awarded an opportunity to receive restricted stock units (“RSUs”) pursuant to the Cousins Properties Incorporated (“CPI”) 2005 Restricted Stock Unit Plan (the “Plan”). The number of RSUs actually payable under this Certificate depends on the extent to which CPI attains each of two separate performance goals for the Performance Period and whether the service vesting condition is met, all as described in more detail in this Certificate. The definitions set forth in the Plan are incorporated in this Certificate, and these RSUs are subject to all of the terms and conditions set forth in the Plan (to the extent such terms are not inconsistent with the terms in the Certificate) and in this Certificate.

Terms and Conditions

1. Name of Key Employee: ______________________________.

2. Target Number of RSUs. Key Employee’s target number of RSUs payable based on CPI’s attainment of the performance goals set forth on Exhibit A (“FFO RSUs”) is ____. Key Employee’s target number RSUs payable based on CPI’s attainment of the performance goals set forth on Exhibit B (“TSR RSUs) is ____. Key Employee will be paid based on a percentage of the target number (ranging from 0% to 200%), calculated in accordance with the terms and conditions set forth on Exhibit A and/or Exhibit B, whichever is applicable.

3. Performance Period. The Performance Period is January 1, 2017 through December 31, 2019.

4. Service Vesting Condition and Forfeiture. Except as set forth in § 8 of the Plan if a Change in Control is consummated or as set forth in this § 4, Key Employee will vest in the RSUs only if Key Employee remains continuously employed by CPI through the completion of the Performance Period. A transfer between or among CPI or any Subsidiary, Parent or Affiliate of CPI shall not be treated as a termination of employment with CPI. If Key Employee’s employment is terminated for any reason except Retirement or death before the completion of the Performance Period, Key Employee shall automatically forfeit the RSUs in full regardless of whether the performance goals on Exhibit A and/or Exhibit B are met. If Key Employee’s employment terminates due to Retirement or death, Key Employee will be deemed to have satisfied this service vesting condition but not the performance goals set forth on Exhibit A and Exhibit B. For this purpose, “Retirement” shall mean Key Employee’s termination of employment with CPI on or after the date (a) Key Employee has attained age 60 and (b) Key Employee’s age (in whole years) plus Key Employee’s whole years of employment measured since Key Employee’s most recent date of hire (disregarding any partial year of employment) equal at least 65.

5. Cash Dividends. If Key Employee becomes entitled to a payment for vested RSUs under § 6 and a cash dividend (whether ordinary or extraordinary) has been paid on a share of Stock during the Performance Period, CPI shall pay Key Employee a dividend equivalent payment. The dividend equivalent payment will equal (a) the total amount of cash dividends that would have been paid to Key Employee if the vested RSUs payable under § 6 were actually shares of Stock held by Key Employee during the Performance Period plus (b) any additional cash dividends that would have been payable during the Performance Period if the cash dividends described in § 5(a) were reinvested in Stock for the remainder of the Performance Period. Any amounts payable under this § 5 shall be made at the same time and in the same manner as the payment under § 6.

6. Distribution of Payment Represented by RSUs. As soon as practical after the end of the Performance Period, the Committee will determine the extent to which the performance goals and the service vesting condition have been met and the number of vested RSUs payable under this § 6 to Key Employee. The number of vested RSUs shall equal the sum of the FFO RSUs payable pursuant to Exhibit A plus the TSR RSUs payable pursuant to Exhibit B. Payment of vested RSUs shall be made in a single payment in cash to Key Employee (or if Key Employee dies after the RSUs vest and before payment is made, his Beneficiary) as soon as practical (and no later than 90 calendar days) after the date the service vesting condition is met. Notwithstanding the preceding sentence, for a Key Employee who terminates employment due to Retirement or death, payment of vested RSUs shall be paid no later than March 15, 2020. Any fractional RSUs shall be rounded down. The value of each RSU for purposes of determining the cash payment is equal to the Fair Market Value of one share of Stock on December 31, 2019. Although set forth in more detail in the Plan, Fair Market Value generally means the average of the closing price of a share of Stock on each trading day during the 30 calendar day period ending on the applicable valuation date. Any portion of the RSUs that is not payable because the performance goals are not met shall automatically be forfeited as of December 31, 2019 or, if earlier, the date Key Employee’s employment terminates for reasons other than Retirement or death.

7. Withholding. CPI shall have the right to take whatever action the Committee directs to satisfy applicable federal, state and other withholding requirements.

8. Non-transferability and Status as Unsecured Creditor. Key Employee shall have no right to transfer or otherwise assign Key Employee’s interest in any opportunity to receive RSUs or the RSUs themselves. All payments pursuant to this Certificate shall be made from the general assets of CPI, and any claim for payment shall be the same as a claim of any general and unsecured creditor of CPI.

9. Employment and Termination. Nothing in this Certificate shall give Key Employee the right to continue in employment with CPI or limit the right of CPI to terminate Key Employee’s employment with or without cause at any time.

10. No Shareholder Rights. Key Employee shall have no rights as a shareholder of CPI as a result of any opportunity or any payment arising under this Certificate.

11. Amendment and Termination. The Plan and this Certificate may be modified and/or terminated as set forth in the Plan.

12. Miscellaneous. This Certificate shall be governed by the laws of the State of Georgia.

13. Coordination with Plan. During the Performance Period, the RSUs subject to this Certificate shall be treated the same as (a) outstanding Restricted Stock Units solely for purposes of the adjustment provisions in § 7 of the Plan and (b) outstanding Awards solely for purposes of the change in control provisions in § 8 of the Plan and the amendment provisions in § 9 of the Plan.

14. Change in Control. For purposes of § 8 of the Plan, the target for the performance goals (as used in such section) shall mean the performance goal that results in 100% of the target number of RSUs being payable under § 6.

15. Short-Term Deferral. Any payments under this Certificate are intended to comply with the short-term deferral rule set forth in Treasury Regulation §1.409A-(b)(4), and this Certificate shall be interpreted to effect such intent.

16. Clawback. CPI has the right to take any action which the Committee reasonably determines is required for CPI to comply with the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

COUSINS PROPERTIES INCORPORATED

By:                         

Name: Pamela F. Roper

Title: Senior Vice President - General Counsel

EX-10.(A)(XXXVIII)

Exhibit 10(a)(xxxviii)

COUSINS PROPERTIES INCORPORATED

2009 INCENTIVE STOCK PLAN

STOCK GRANT CERTIFICATE

GRANT

This Stock Grant Certificate (the “Certificate”) evidences the grant by Cousins Properties Incorporated (“CPI”), in accordance with the Cousins Properties Incorporated2009 Incentive Stock Plan (the “Plan”) and the terms and conditions below, of «NumberofShares» shares of common stock of CPI (the “Stock”) to «KeyEmployee» (“Key Employee”). This Stock grant (the “Award”) is granted effective as of February 6, 2017, which is referred to as the “Grant Date.”

COUSINS PROPERTIES INCORPORATED

By:                         

Name: Pamela F. Roper

Title: Senior Vice President - General Counsel

TERMS AND CONDITIONS

1 Plan and Grant Certificate. This Award is subject to all of the terms and conditions in this Certificate and in the Plan. If a determination is made that any term or condition in this Certificate is inconsistent with the Plan, the Plan will control. All of the capitalized terms not otherwise defined in this Certificate will have the same meaning in this Certificate as in the Plan. A copy of the Plan will be available to Key Employee upon written request to the Secretary of CPI.

2 Stockholder Rights. Key Employee will have (a) the right to receive all cash dividends on all of the shares of Stock and (b) the right to vote the shares while the shares remain subject to forfeiture under § 3. If Key Employee forfeits shares under § 3, Key Employee will at the same time forfeit Key Employee’s right to vote the shares and to receive future cash dividends paid with respect to the shares.

Any stock dividends or other noncash distributions of property made with respect to shares that remain subject to forfeiture under § 3 will be held by CPI, and Key Employee’s rights to receive such stock dividends or other property will vest under § 3 at the same time as the shares with respect to which the stock dividends or other property are attributable.

Except for the right to receive cash dividends and vote described in this § 2, Key Employee will have no rights as a stockholder with respect to any shares of Stock until those shares become vested under § 3.

3 Forfeiture and Vesting. Key Employee will vest in one-third of the shares of Stock subject to this Award (rounding down any fractional shares) on each of the first two anniversaries of the Grant Date and will vest in any remaining shares on the third anniversary of the Grant Date, provided Key Employee continuously remains an employee of CPI or an Affiliate, Parent or Subsidiary of CPI from the Grant Date through the applicable anniversary date. In addition, Key Employee shall become 100% vested in the shares of Stock upon death.

If there is a Change in Control of CPI, Key Employee’s rights, if any, with respect to the shares of Stock shall be determined in accordance with § 14 of the Plan. If Key Employee’s employment terminates prior to the vesting date, Key Employee will forfeit all unvested shares. A transfer of employment between or among CPI or an Affiliate, Parent or Subsidiary of CPI will not be treated as a termination of employment under this § 3.

If shares are forfeited, the shares (together with any stock dividends or other noncash distributions made with respect to the shares that have been held by CPI) automatically will revert back to CPI.

4 Stock Certificates.CPI will establish a book entry account (or at its election issue a physical stock certificate) for the shares of Stock in the name of Key Employee upon Key Employee’s execution of the irrevocable stock power in favor of CPI attached hereto as Exhibit A. If a physical stock certificate is issued, the Secretary of CPI will hold the stock certificate representing such shares and any distributions made with respect to such shares (other than cash dividends) until such time as the shares have vested or have been forfeited. As soon as practicable after the vesting date, CPI will notate the book entry account (or, if applicable, transfer to Key Employee or Key Employee’s delegate physical custody of a stock certificate, together with any distributions made with respect to the shares that have been held by CPI) reflecting the shares that have vested and become non-forfeitable on such date.

5 No Transfer. Key Employee shall have no right to transfer or otherwise alienate or assign Key Employee’s interest in any shares of Stock before Key Employee vests in the shares under § 3.

6 Withholding. Any amounts required to be withheld as a result of the transfer to Key Employee of shares of Stock or any dividends or other payments made with respect to shares of Stock shall be withheld from Key Employee’s regular cash compensation, from the shares of Stock, from any cash dividend payable with respect to unvested shares of Stock, or pursuant to such other means as CPI or an Affiliate, Parent or Subsidiary of CPI deems reasonable and appropriate under the circumstances.

7 Rule 16b-3. CPI shall have the right to amend this Stock grant to withhold or otherwise restrict the transfer of the shares of Stock to Key Employee as CPI deems appropriate in order to satisfy any condition or requirement under Rule 16b-3 to the extent Section 16 of the 1934 Act is applicable to the grant or transfer.

8 Other Laws. CPI may refuse to transfer shares of Stock to Key Employee if the transfer of such shares might violate any applicable law or regulation. Pending a final determination as to whether a transfer would violate any applicable law or regulation, CPI may refuse such transfer if it believes in good faith that such transfer might violate any applicable law or regulation.

9 No Right to Continue Employment. Neither the Plan, this Certificate, nor any related material is intended to give Key Employee the right to continue in employment with CPI or an Affiliate, Parent or Subsidiary of CPI or to adversely affect the right of CPI or an Affiliate, Parent or Subsidiary of CPI to terminate Key Employee’s employment with or without cause at any time.

10 Governing Law. The Plan and this Certificate are governed by the laws of the State of Georgia.

11 Binding Effect. This Certificate is binding upon CPI, its Subsidiaries and Affiliates, and Key Employee and their respective heirs, executors, administrators and successors.

12 Headings and Sections. The headings contained in this Certificate are for reference purposes only and shall not affect in any way the meaning or interpretation of this Certificate. Any references to sections (§) in this Certificate shall be to sections (§) of this Certificate unless otherwise expressly stated as part of such reference.

13 Clawback. CPI has the right to take any action with respect to this Award (and the shares of Stock subject to this Award) that the Committee reasonably determines is required for CPI to comply with the clawback provisions of the Dodd‑Frank Wall Street Reform and Consumer Protection Act.

Exhibit A

Irrevocable Stock Power

For value received, as a condition to the issuance to the undersigned of the «NumberofShares» shares of common stock (the “Stock”) of Cousins Properties Incorporated(“CPI”) subject to that certain Stock Grant Certificate dated as of February 6, 2017 (the “Certificate”), the undersigned hereby assigns and transfers to CPI, effective upon the occurrence of any forfeiture event described in the Certificate, any then-unvested shares of Stock for purposes of effecting any forfeiture called for under § 3 of the Certificate, and does hereby irrevocably give CPI the power (without any further action on the part of the undersigned) to transfer such shares of stock on the books of CPI to effect any such forfeiture. This irrevocable stock power shall expire automatically with respect to the shares of stock subject to such Stock grant on the date such shares of stock are no longer subject to forfeiture under § 3 of the Certificate or, if earlier, immediately after such a forfeiture has been effected with respect to such shares of stock.

[Signature]

[Print Name]

[Date]

EX-10.(L)

Exhibit 10(l)

EXECUTION VERSION

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 1, 2016, among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Borrower”), the parties from time to time identified by the Borrower as Co-Borrowers pursuant to Section 6.12 of the Credit Agreement (as defined below), the Guarantors (as defined in the Credit Agreement), each Lender that is a party hereto, JPMORGAN CHASE BANK, N.A., as Syndication Agent and an L/C Issuer, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, and SUNTRUST BANK, as Documentation Agent and an L/C Issuer.

RECITALS

A. The Borrower, the Co-Borrowers, the Guarantors, the Lenders, the L/C Issuers, the Administrative Agent and certain other agents are parties to that certain Third Amended and Restated Credit Agreement, dated as of May 28, 2014 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of June 6, 2016, and as further amended prior to the date hereof, the “Credit Agreement”).

B. The Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement as more specifically set forth herein, to which request the Administrative Agent and the Lenders are willing to consent, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement, as amended hereby.

2. Interpretation. The rules of interpretation set forth in Sections 1.02, 1.03, 1.04, 1.05, 1.06 and 1.07 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

3. Amendments to Credit Agreement. Subject to the terms and conditions hereof, and with effect from and after the Effective Date (as defined below), the existing Credit Agreement shall be amended so that, after giving effect to this Amendment, it reads as set forth in Exhibit A hereto.

4. Representations and Warranties; FATCA Certification. Each of the Loan Parties that is a party to this Amendment hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a) immediately after the effectiveness of this Amendment on the Effective Date, no Default has occurred and is continuing;

(b) the execution and delivery by such Loan Party of this Amendment, and the performance by such Loan Party of this Amendment and the Credit Agreement as amended hereby (the “Amended Credit Agreement”), have been duly authorized by all necessary corporate or other organizational action and do not and will not (i) contravene the terms of any of such Person’s organization documents; (ii) contravene, constitute a default under or result in any breach of, or the creation of any Lien under, (A) any material Contractual Obligation to which such Person is a party or (B) any material order, injunction, writ or decree of any Governmental Authority or any material arbitral award to which such Person or its property is subject; or (iii) violate any Law applicable to such Person or its property;

(c) this Amendment and the Amended Credit Agreement each constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party hereto in accordance with its terms, except (i) that enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether in a proceeding at law or in equity;

(d) the representations and warranties of such Loan Party contained in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty is true and correct in all respects) on and as of the Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except, if a qualifier relating to materiality

or Material Adverse Effect or a similar concept already applies, such representation or warranty is true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4(d), the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Amended Credit Agreement; and

(e) The Persons appearing as Guarantors on the signature pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Amended Credit Agreement and the other Loan Documents as of the date hereof, including without limitation all Persons who were required to become Guarantors after the Closing Date, and each of such Persons has become and remains a party to the Guaranty as a Guarantor as of the date hereof to the extent required by the terms of the Amended Credit Agreement and the other Loan Documents.

For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the Effective Date of this Amendment, each Loan Party and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Amended Credit Agreement and this Amendment as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

5. Effective Date.

(a) This Amendment will become effective as of the date when each of the following conditions precedent has been satisfied (the “Effective Date”):

(i) the Administrative Agent shall have received from the Loan Parties and the Required Lenders a duly executed counterpart to this Amendment;

(ii) the Administrative Agent shall have received, to the extent invoiced on or prior to the Effective Date, payment of all out-of-pocket expenses required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Credit Agreement;

(iii) immediately after giving effect to this Amendment, as of the Effective Date, no Default or Event of Default shall have occurred and be continuing;

(iv) such officer’s certificates (including without limitation related resolutions) as the Administrative Agent shall reasonably request; and

(v) the Administrative Agent shall have received the favorable opinion of King & Spalding LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent, covering enforceability of this Amendment and the Amended Credit Agreement along with other customary matters to be agreed upon.

(b) From and after the Effective Date, the Credit Agreement is amended or modified as set forth herein.

(c) The Administrative Agent will notify the Borrower and the Lenders of the occurrence of the Effective Date.

6. Miscellaneous.

(a) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns as provided in Section 10.07 of the Credit Agreement. No third party beneficiaries are intended in connection with this Amendment.

(b) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.17 AND 10.18 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE, AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

(c) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Transmission of signatures of any party by facsimile or PDF by email shall for all purposes be deemed the delivery of original, executed counterparts thereof and the Administrative Agent is hereby authorized to make sufficient photocopies thereof to assemble complete counterparty documents. Except as provided in Section 5, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties required to be a party hereto.

(d) This Amendment, together with the Amended Credit Agreement and the other Loan Documents (collectively, the “Relevant Documents”), contain the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior drafts and communications with respect to the subject matter hereof. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party

hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.

(e) If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f) All references in any of the Loan Documents to the “Credit Agreement” shall mean the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

(g) The Borrower agrees to pay, in accordance with and subject to the limitations in Section 10.04 of the Credit Agreement, all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder.

(h) The Loan Documents and the terms and provisions thereof, as modified and amended hereby, shall remain in full force and effect following the effectiveness hereof. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(i) Each Guarantor hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Guaranty (including without limitation the continuation of such Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments contemplated hereby) and the enforceability of the Guaranty against such Guarantor in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWER:	COUSINS PROPERTIES INCORPORATED,
	a Georgia corporation
		By:	/s/ Gregg D. Adzema
		Name:	Gregg D. Adzema
		Title:	Executive Vice President and Chief Financial Officer
CO-BORROWER:	COUSINS PROPERTIES LP,
	a Delaware limited partnership
		By:	/s/ Gregg D. Adzema
		Name:	Gregg D. Adzema
		Title:	Executive Vice President and Chief Financial Officer
GUARANTORS:	1230 PEACHTREE ASSOCIATES LLC,
	COUSINS NORTHPARK 400 LLC,
	COUSINS NORTHPARK 500/600 LLC,
	COUSINS RESEARCH PARK V LLC,
	COUSINS AVALON LLC,
	COUSINS SPRING & 8TH STREETS LLC,
	DC CHARLOTTE PLAZA INVESTMENT LLC,
	COUSINS VICTORY INVESTMENT, LLC,
	COUSINS DECATUR DEVELOPMENT LLC,
	COUSINS CH HOLDINGS LLC,
	COUSINS CH INVESTMENT LLC,

COUSINS SPRING & 8TH STREETS PARENT LLC,
COUSINS TRS SERVICES LLC
each a Georgia limited liability company
	By:	/s/ Gregg D. Adzema
	Name:	Gregg D. Adzema
	Title:	Executive Vice President and Chief Financial Officer
COUSINS FORUM, LLC,
COUSINS TOWER PLACE 200, LLC,
COUSINS 214 N. TRYON, LLC,
COUSINS 550 SOUTH CALDWELL, LLC,
COUSINS 222 S. MILL, LLC,
COUSINS FUND II ORLANDO I, LLC,
COUSINS ONE CAPITAL CITY PLAZA, LLC,
COUSINS LINCOLN PLACE LLC,
COUSINS TAMPA SUB, LLC,
COUSINS INTERNATIONAL PLAZA I, LLC,
COUSINS INTERNATIONAL PLAZA II, LLC,
COUSINS INTERNATIONAL PLAZA III, LLC,
COUSINS OOC OWNER LLC
each a Delaware limited liability company
	By:	/s/ Gregg D. Adzema
	Name:	Gregg D. Adzema
	Title:	Executive Vice President and Chief Financial Officer
CP 2100 ROSS LLC,
CPI 191 LLC,
ONE NINETY ONE PEACHTREE ASSOCIATES, LLC,
COUSINS 777 MAIN STREET LLC,
each a Georgia limited liability company
By: Cousins Properties Incorporated, a Georgia corporation, as sole member
	By:	/s/ Gregg D. Adzema
	Name:	Gregg D. Adzema
	Title:	Executive Vice President and Chief Financial Officer
COUSINS FTC HOLDING LLC,
a Georgia limited liability company
By: Cousins Properties Incorporated, a Georgia corporation, as sole member
	By:	/s/ Gregg D. Adzema
	Name:	Gregg D. Adzema
	Title:	Executive Vice President and Chief Financial Officer

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

LENDERS/AGENTS:

JPMORGAN CHASE BANK, N.A.,
individually in its capacity as a Lender, as Syndication Agent and as an L/C Issuer
By:	/s/ Paul Choi
Name:	Paul Choi
Title:	Executive Director

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

BANK OF AMERICA, N.A.,
individually in its capacity as a Lender, as Administrative Agent, as an L/C Issuer and as Swing Line Lender
By:	/s/ Michael J. Kauffman
Name:	Michael J. Kauffman
Title:	Vice President

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

SUNTRUST BANK,
individually in its capacity as a Lender, as Documentation Agent and as an L/C Issuer
By:	/s/ Nick Preston
Name:	Nick Preston
Title:	Vice President

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Matthew Ricketts
Name:	Matthew Ricketts
Title:	Managing Director

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Zachary Herd
Name:	Zachary Herd
Title:	AVP

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ J. Lee Hord
Name:	J. Lee Hord
Title:	Senior Vice President

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

MORGAN STANLEY BANK, N.A.,
as a Lender
By:	/s/ Dmitriy Barskiy
Name:	Dmitriy Barskiy
Title:	Authorized Signatory

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

CITIZENS BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Nan E. Delahunt
Name:	Nan E. Delahunt
Title:	Vice President

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

THE NORTHERN TRUST COMPANY,
as a Lender
By:	/s/ Kimberly A. Crotty
Name:	Kimberly A. Crotty
Title:	Vice President

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Tyrus J. Treadwell
Name:	Tyrus J. Treadwell
Title:	Vice President

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

ATLANTIC CAPITAL BANK, N.A.
as a Lender
By:	/s/ Trey Sipe
Name:	Trey Sipe
Title:	Senior Vice President

Signature Page to Second Amendment to Third Amended and Restated Credit Agreement

EX-10.(M)

Exhibit 10(m)

Execution Version

Published CUSIP Numbers:

Deal: 22279RAP3

Term Loan: 22279RAQ1

TERM LOAN AGREEMENT

dated as of December 2, 2016,

among

COUSINS PROPERTIES INCORPORATED

as the Borrower,

CERTAIN CONSOLIDATED ENTITIES OF THE BORROWER FROM TIME TO TIME

DESIGNATED BY THE BORROWER AS CO-BORROWERS HEREUNDER,

collectively, with the Borrower, as the Borrower Parties,

CERTAIN CONSOLIDATED ENTITIES OF THE BORROWER

FROM TIME TO TIME PARTY HERETO,

as the Guarantors,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

BANK OF AMERICA, N.A.,

as Administrative Agent,

PNC BANK, NATIONAL ASSOCIATION and

SUNTRUST BANK,

as Co-Documentation Agents,

and

THE OTHER LENDERS PARTY HERETO

JPMORGAN CHASE BANK, N.A.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

PNC CAPITAL MARKETS LLC,

and SUNTRUST ROBINSON HUMPHREY, INC.,

as

Joint Lead Arrangers and Joint Bookrunners

83862495

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS    1

Section 1.01 Defined Terms    1

Section 1.02 Other Interpretive Provisions    32

Section 1.03 Accounting Terms    32

Section 1.04 Rounding    33

Section 1.05 References to Agreements and Laws    33

Section 1.06 Times of Day; Rates    33

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS    33

Section 2.01 Loans    33

Section 2.02 Borrowings, Conversions and Continuations of Loans    34

Section 2.03 Reserved    35

Section 2.04 Reserved    35

Section 2.05 Prepayments    35

Section 2.06 Increase in Term Loans; Accordion Option    36

Section 2.07 Repayment of Loans    38

Section 2.08 Interest    38

Section 2.09 Fees    39

Section 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rates    40

Section 2.11 Evidence of Debt    40

i

83862495

TABLE OF CONTENTS

(continued)

Section 2.12 Payments Generally    41

Section 2.13 Sharing of Payments    42

Section 2.14 Maturity Dates    42

Section 2.15 Joint and Several Liability of Borrower Parties    43

Section 2.16 Reserved    44

Section 2.17 Defaulting Lenders    44

Section 2.18 Appointment of Borrower as Agent for Borrower Parties    46

Section 2.19 Tax Driven Lease Transactions    46

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY    46

Section 3.01 Taxes    46

Section 3.02 Illegality    51

Section 3.03 Inability to Determine Rates    51

Section 3.04 Increased Cost; Reduced Return; Capital Adequacy; Reserves    52

Section 3.05 Compensation for Losses    53

Section 3.06 Mitigation Obligations; Replacement of Lenders    54

Section 3.07 Survival    54

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS    54

Section 4.01 Conditions of Initial Credit Extension    54

Section 4.02 Conditions to all Credit Extensions    56

ARTICLE V REPRESENTATIONS AND WARRANTIES    57

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(continued)

Section 5.01 Existence, Qualification and Power; Compliance with Laws    57

Section 5.02 Authorization; No Contravention    57

Section 5.03 Governmental Authorization; Other Consents    57

Section 5.04 Binding Effect    57

Section 5.05 Financial Statements; No Material Adverse Effect    58

Section 5.06 Litigation    58

Section 5.07 No Default    58

Section 5.08 Ownership of Property; Liens    58

Section 5.09 Environmental Compliance    58

Section 5.10 Insurance    59

Section 5.11 Taxes    59

Section 5.12 ERISA Compliance    59

Section 5.13 Consolidated Entities; REIT Status    59

Section 5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act    60

Section 5.15 Disclosure    60

Section 5.16 Compliance with Laws    60

Section 5.17 Intellectual Property; Licenses, Etc    60

Section 5.18 Taxpayer Identification Number    61

Section 5.19 Burdensome Agreements    61

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(continued)

Section 5.20 OFAC    61

Section 5.21 Anti-Corruption and Anti-Money Laundering Laws    61

Section 5.22 EEA Financial Institutions    61

ARTICLE VI AFFIRMATIVE COVENANTS    61

Section 6.01 Financial Statements    61

Section 6.02 Certificates; Other Information    62

Section 6.03 Notices    63

Section 6.04 Payment of Obligations    64

Section 6.05 Preservation of Existence, Etc    64

Section 6.06 Maintenance of Properties    64

Section 6.07 Maintenance of Insurance    64

Section 6.08 Compliance with Laws    64

Section 6.09 Books and Records    64

Section 6.10 Inspection Rights    65

Section 6.11 Use of Proceeds    65

Section 6.12 Additional Guarantors; Creation of Co-Borrowers; Release of Co-Borrowers    65

Section 6.13 Anti-Corruption and Anti-Money Laundering Laws    67

ARTICLE VII NEGATIVE COVENANTS    67

Section 7.01 Liens    67

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(continued)

Section 7.02 Investments    68

Section 7.03 Indebtedness    68

Section 7.04 Fundamental Changes    69

Section 7.05 Dispositions    70

Section 7.06 Restricted Payments    71

Section 7.07 Reserved    71

Section 7.08 Transactions with Affiliates    71

Section 7.09 Burdensome Agreements    71

Section 7.10 Use of Proceeds    72

Section 7.11 Financial Covenants    72

Section 7.12 Prepayment of Other Indebtedness, Etc    72

Section 7.13 Organization Documents; Subsidiaries    72

Section 7.14 Tax Driven Lease Transactions    73

Section 7.15 OFAC    73

Section 7.16 Anti-Corruption and Anti-Money Laundering Laws    73

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES    73

Section 8.01 Events of Default    73

Section 8.02 Remedies Upon Event of Default    75

Section 8.03 Application of Funds    75

ARTICLE IX ADMINISTRATIVE AGENT    76

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(continued)

Section 9.01 Appointment and Authorization of Administrative Agent    76

Section 9.02 Delegation of Duties    76

Section 9.03 Liability of Administrative Agent    76

Section 9.04 Reliance by Administrative Agent    77

Section 9.05 Notice of Default    77

Section 9.06 Credit Decision; Disclosure of Information by Administrative Agent    77

Section 9.07 Indemnification of Administrative Agent    78

Section 9.08 Administrative Agent in its Individual Capacity    78

Section 9.09 Successor Administrative Agent    79

Section 9.10 Administrative Agent May File Proofs of Claim    79

Section 9.11 Guaranty/Borrower Party Matters    80

Section 9.12 Other Agents; Arrangers and Managers    80

ARTICLE X MISCELLANEOUS    81

Section 10.01 Amendments, Etc    81

Section 10.02 Notices and Other Communications; Facsimile Copies    82

Section 10.03 No Waiver; Cumulative Remedies    84

Section 10.04 Attorney Costs, Expenses and Taxes    84

Section 10.05 Indemnification and Waiver of Consequential Damages by the Borrower    84

Section 10.06 Payments Set Aside    85

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(continued)

Section 10.07 Successors and Assigns    86

Section 10.08 Confidentiality    90

Section 10.09 Set-off    91

Section 10.10 Interest Rate Limitation    92

Section 10.11 Counterparts    92

Section 10.12 Integration    92

Section 10.13 Survival of Representations and Warranties    92

Section 10.14 Severability    92

Section 10.15 Reserved    92

Section 10.16 Replacement of Lenders    93

Section 10.17 Governing Law    93

Section 10.18 Waiver of Right to Trial by Jury    94

Section 10.19 No Advisory or Fiduciary Responsibility    94

Section 10.20 USA PATRIOT Act Notice    95

Section 10.21 Attorneys’ Fees    95

Section 10.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions    95

ARTICLE XI GUARANTY    95

Section 11.01 The Guaranty    95

Section 11.02 Obligations Unconditional    96

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(continued)

Section 11.03 Reinstatement    97

Section 11.04 Certain Additional Waivers    97

Section 11.05 Remedies    97

Section 11.06 Rights of Contribution    97

Section 11.07 Guarantee of Payment; Continuing Guarantee    98

Section 11.08 Release of Guarantors    98

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SCHEDULES

1.1(b)    Investment Entities

2.01(a)    Commitments and Pro Rata Shares

5.06    Litigation

5.09    Environmental Matters

5.12    ERISA Matters

5.13    Consolidated Entities and Other Equity Investments

5.17    Intellectual Property Matters

10.02    Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

A    Form of Loan Notice

B    Form of Term Loan Note

C    Form of Compliance Certificate

D    Form of Assignment and Assumption

E    Form of Guarantor Joinder Agreement

F    Form of Co-Borrower Joinder Agreement

G    Forms of U.S. Tax Compliance Certificates

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TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT (“Agreement”) is entered into as of December 2, 2016, among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Borrower”), COUSINS PROPERTIES LP, a Delaware limited partnership (a “Co-Borrower”), the other parties from time to time identified by the Borrower as Co-Borrowers pursuant to Section 6.12 hereof, the Guarantors (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Syndication Agent, BANK OF AMERICA, N.A., as Administrative Agent, and PNC BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Documentation Agents.

The Borrower has requested that the Lenders make available to the Borrower a $250,000,000 term loan facility, and the Lenders are willing to do so, on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“191 Peachtree Building” means the approximately 1,225,000 square foot office building located at 191 Peachtree Street N.E. in Atlanta, Georgia.

“777 Main Building” means the approximately 980,000 square foot office building located at 777 Main Street in Fort Worth, Texas.

“777 Main Cutoff Date” means the earlier to occur of (i) September 30, 2015 and (ii) the calendar date on which the 777 Main Building achieves eighty-five percent (85%) occupancy.

“816 Congress Building” means the approximately 435,000 square foot office building located at 816 Congress Avenue in Austin, Texas.

“816 Congress Cutoff Date” means the earlier to occur of (i) April 30, 2015 and (ii) the calendar date on which the 816 Congress Building achieves eighty-five percent (85%) occupancy.

“2100 Ross Building” means the approximately 844,000 square foot office building located at 2100 Ross Avenue in Dallas, Texas.

“2100 Ross Cutoff Date” means the earlier to occur of (i) August 31, 2014 and (ii) the calendar date on which the 2100 Ross Building achieves eighty-five percent (85%) occupancy.

“Accordion Increase Effective Date” has the meaning specified in Section 2.06(d).

“Additional Lender” has the meaning specified in Section 2.06(c).

“Additional Term Loans” has the meaning specified in Section 2.06(a).

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“Adjusted Consolidated EBITDA” means, for any period, an amount equal to (a) Consolidated EBITDA for such period, less (b) a deemed capital expenditures reserve deduction equal to, on an annual basis, (i) $0.35 per rentable square foot of all Income Producing Assets (or any portion thereof) which constitute office space; (ii) $0.15 per rentable square foot of all Income Producing Assets (or any portion thereof) which constitute retail space; (iii) $200.00 per unit for all Income Producing Assets (or any portion thereof) which constitute apartments and (iv) with respect to any asset approved by the Administrative Agent pursuant to the proviso in the definition of “Applicable Capitalization Rate” such commercially reasonable reserve as agreed to between the Borrower and the Administrative Agent.

“Adjusted Consolidated Unencumbered EBITDA” means, for any period, that portion of Adjusted Consolidated EBITDA for such period generated by Unencumbered Properties (following deductions for deemed capital expenditure reserves applicable to such Unencumbered Properties as set forth in the definition of Adjusted Consolidated EBITDA).

“Administrative Agent” or “Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, MLPFS), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Aggregate Commitments” means the aggregate Commitments of all the Lenders as adjusted from time to time in accordance with the terms of this Agreement. As of the Closing Date, the Aggregate Commitments equal $250,000,000.

“Agreement” means this Term Loan Agreement, as the same may be amended, restated, supplemented or modified from time to time in accordance with its terms.

“Applicable Capitalization Rate” means (i) (a) six and three quarters percent (6.75%) for CBD Office Properties and (b) seven and one half percent (7.50%) for non-CBD Office Properties, (ii) (a) six percent (6.00%) for the following multi-family properties: Emory Point I, Emory Point II, 123 Franklin Street and the multi-family project located in downtown Decatur, Georgia and (b) six and three quarters percent (6.75%) for all other multi-family properties, and (iii) seven and one half percent (7.50%) for retail properties, in each case, for Income Producing Assets; provided that, in order for any Income Producing Assets to be

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included in calculations under this Agreement which are not office assets, retail assets or apartment assets, such Income Producing Assets must be approved for inclusion by the Administrative Agent.

“Applicable Rate” means, from time to time, for the purposes of calculating (a) the interest rate applicable to Eurodollar Rate Loans for the purposes of Section 2.08, (b) the interest rate applicable to Base Rate Loans for the purposes of Section 2.08, or (c) payments to be made in connection with Section 2.10(b), the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Pricing Level	Consolidated Leverage Ratio	Eurodollar Rate Loans	Base Rate Loans
1	≤ 30%	1.20%	0.20%
2	> 30% but ≤ 35%	1.25%	0.25%
3	> 35% but ≤ 40%	1.30%	0.30%
4	> 40% but ≤ 45%	1.35%	0.35%
5	> 45% but ≤ 50%	1.40%	0.40%
6	> 50%	1.70%	0.70%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that, if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 6 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered (until such time as such delinquent Compliance Certificate is delivered). The Applicable Rate in effect on the Closing Date shall be Pricing Level 1.

Notwithstanding the foregoing, the Borrower may make a one-time and permanent election to base the aforementioned applicable interest rates and fees upon the Investment Grade Ratings grid below following its delivery of a written notice of such election to the Administrative Agent (which notice shall be in form and substance reasonably satisfactory to the Administrative Agent).  Upon the second Business Day following the Administrative Agent’s receipt of such written notice, such applicable interest rates and fees shall be based upon such Investment Grade Ratings grid and upon such effectiveness of the one-time and permanent election, the Borrower may (subject to the other terms and conditions set forth in this Agreement) borrow Loans at an interest rate per annum calculated by adding the Applicable Rate from the Investment Grade Ratings grid below to the Eurodollar Rate or the Base Rate with such Applicable Rate being set forth in the table below opposite the long term unsecured senior, non-credit enhanced debt rating of the Borrower by S&P and Moody’s. For the purpose of clarity, in the case of a split, multiple split, one or no rating, the following shall apply: in the case of a split rating, the higherrating will apply; in the case of a multiple split rating, the rating that is one level lower than the higher rating will apply; if there is only one rating, the rating one level lower than such rating will apply; and if there is no rating, the lowest rating set forth below will apply:

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Pricing Level	S&P / Moody’s Rating	Eurodollar Rate Loans	Base Rate Loans
1	> A- / A3	0.90%	0.00%
2	BBB+ / Baal	0.95%	0.00%
3	BBB / Baa2	1.10%	0.10%
4	BBB- / Baa3	1.35%	0.35%
5	< BBB- / Baa3 or unrated	1.75%	0.75%

Any increase or decrease in the Applicable Rate resulting from a change in the Borrower’s rating(s) shall become effective as of the first Business Day immediately following the date on which the Administrative Agent is notified of such change in writing.

“Appropriate Lender” means, at any time, with respect to this Agreement, a Lender that has a Commitment with respect to the Facility or holds any Term Loan at such time.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means a collective reference to JPMorgan Chase Bank, MLPFS, PNC Capital Markets and STRH in their capacity as Joint Lead Arrangers and Joint Bookrunners and “Arranger” means any one of them.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.07(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. Notwithstanding the foregoing, Attributable Indebtedness shall not include the Attributable Indebtedness of Investment Entities except to the extent any other Unconsolidated Entity or Consolidated Entity is liable for the same (disregarding any liability with respect to customary recourse carve-outs applicable to any non-recourse secured Attributable Indebtedness and disregarding any general partnership liability of the Designated Entities).

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“Audited Financial Statements” means the audited consolidated balance sheets of the Borrower and the Consolidated Entities for the calendar year ended December 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such calendar year of such Persons, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to 90 days following the Closing Date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank of America” means Bank of America, N.A. and its successors.

“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate”, and (c) the Eurodollar Rate for a one (1) month Interest Period plus 1.00%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrower Parties” means, as of any date of determination, a collective reference to the Borrower and each party that has been identified by the Borrower as a Co-Borrower under the Facility pursuant to Section 6.12 hereof and has not, prior to or as of such date of determination, been released as a Co-Borrower pursuant to such section.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

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“Capitalized Interest” means, in respect of any period, interest capitalized by the Borrower and its Consolidated Entities in such period calculated in accordance with GAAP plus, to the extent not already included herein, the Borrower’s pro rata share of the interest capitalized of its Unconsolidated Entities.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Capital Stock” means any and all shares, interests or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person that is not a corporation, including, without limitation, any and all member or other equivalent interests in any limited liability company or partnership interests or other equivalents in any kind of partnership, and any and all warrants or options to purchase any of the foregoing.

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than ninety (90) days from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short term commercial paper rating from S&P is at least A 1 or the equivalent thereof or from Moody’s is at least P 1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than ninety (90) days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A 1 (or the equivalent thereof) or better by S&P or P 1 (or the equivalent thereof) or better by Moody’s and maturing within ninety (90) days of the date of acquisition and (d) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).

“CBD Office Property” means each office asset that is an Income Producing Asset of the Borrower located within (i) (a) the Midtown, Central Perimeter or Buckhead neighborhoods of Atlanta, Georgia or (b) the Central Business District (“Downtown”) of Atlanta, Georgia, (ii) the Central Business District of Austin, Texas, (iii) the Central Business District or the SouthPark neighborhood of Charlotte, North Carolina, (iv) the Central Business District (including the “Arts District”) or the Uptown or Preston Center neighborhoods of Dallas, Texas, (v) the Central Business District of Fort Worth, Texas, (vi) (a) the Greenway Plaza or Galleria neighborhoods of Houston, Texas or (b) the Central Business District of Houston, Texas, or (vii) other Central Business Districts or urban neighborhood areas with characteristics similar to any of the foregoing areas described in clauses (i) through (vi) above as may be approved by the Administrative Agent from time to time (such approval not to be unreasonably withheld, conditioned or delayed).  Determination of whether an Income Producing Asset qualifies as a CBD Office Property shall be subject to the Administrative Agent’s reasonable approval.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of

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law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means, with respect to any Person, an event or series of events by which:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire which are granted by such Person (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of forty percent (40%) or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right granted by such Person); provided, however, that Persons (not under common Control) acquiring common shares of the Borrower from the Borrower in connection with an acquisition or other transaction with the Borrower, without any agreement among such Persons to act together to hold, dispose of, or vote such shares following the acquisition of such shares, shall not be considered a “group” for purposes of this clause; or

(b)during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Co-Borrower” has the meaning specified in Section 6.12 hereof.

“Co-Borrower Joinder Agreement” means a Co-Borrower Joinder Agreement substantially in the form of Exhibit F hereto, executed and delivered by a new Co-Borrower in accordance with the provisions of Section 6.12.

“Co-Documentation Agents” means (i) PNC Capital Markets and (ii) SunTrust, each in its capacity as a documentation agent under any of the Loan Documents, or any successor co-documentation agent or agents.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Combined Parties” means the Borrower, the Consolidated Entities and the Unconsolidated Entities.

“Commitment” means, as to each Lender, its obligation to make Loans to Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(a), as such amount may be adjusted from time to time in accordance with this Agreement.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 etseq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Condominium Assets” means Non-Income Producing Assets that consist primarily of residential condominium assets.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, for any period, for the Borrower and the Consolidated Entities on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following items for such period to the extent deducted in calculating such Consolidated Net Income: (a) Interest Expense, (b) the provision for federal, state, local and foreign income taxes payable by the Borrower and the Consolidated Entities, (c) the amounts of depreciation and amortization, (d) amounts attributable to minority interests, and (e) ground lease expense.

“Consolidated Entities” means any Person (other than an Investment Entity) in which the Borrower owns any Capital Stock, the accounts of which Person are consolidated with those of the Borrower in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Consolidated EBITDA for the Measurement Period ending on such date, to (b) Fixed Charges for such Measurement Period.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Total Debt as of such date, to (b) Total Assets as of such date.

“Consolidated Net Income” means, for any period, for the Borrower and the Consolidated Entities on a consolidated basis determined in accordance with GAAP, the net income of the Borrower and the Consolidated Entities (excluding the effect of any extraordinary gains or losses or other non-cash gains or losses outside the ordinary course of business or gains or losses on sales of investment property (including, without limitation, any impairment charges, whether or not incurred in connection with the sale of depreciated investment property or otherwise), and non-cash equity-based compensation charges and acquisition costs) for that period; provided that net income shall not, in any case, include any income allocable to Capital Stock interests of any Loan Party (other than the Borrower) or any Affiliate of the Borrower or any other Loan Party (whether by virtue of the organizational documents of such entity or contractual arrangement) held by third parties other than the Borrower and the Consolidated Entities.

“Consolidated Parties” means a collective reference to the Borrower and the Consolidated Entities, and “Consolidated Party” means any one of them.

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“Consolidated Unencumbered Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Consolidated Unencumbered EBITDA for the Measurement Period ending on such date, to (b) Interest Expense for Unsecured Debt for such Measurement Period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate”.

“Credit Extension” means a Borrowing.

“DAFC” means the Development Authority of Fulton County, Georgia.

“DAFC Indentures” means the DAFC Terminus Indenture and the DAFC 191 Indenture.

“DAFC Leases” means the DAFC Terminus Leases and the DAFC 191 Lease.

“DAFC 191 Indenture” means that certain Bond Purchase Agreement, dated as of December 27, 2006, between the DAFC and One Ninety One Peachtree Associates, LLC, a wholly-owned subsidiary of the Borrower.

“DAFC 191 Lease” means that certain Lease Agreement, dated as of December 1, 2006, between the DAFC and One Ninety One Peachtree Associates, LLC, a wholly-owned subsidiary of the Borrower.

“DAFC Terminus Indenture” means that certain Bond Purchase Agreement, dated as of December 27, 2006, between the DAFC and 3280 Peachtree I LLC, a wholly-owned subsidiary of the Borrower, as assigned by 3280 Peachtree I LLC to (i) Terminus Venture T100 LLC with respect to the Terminus 100 Project, and (ii) Terminus Venture T200 LLC with respect to the Terminus 200 Project.

“DAFC Terminus Leases” means (i) that certain Lease Agreement, dated as of December 1, 2006, between the DAFC and 3280 Peachtree I LLC, a wholly-owned subsidiary of the Borrower, as assigned by 3280 Peachtree I LLC to Terminus Venture T100 LLC pursuant to an Assignment and Assumption of Lease dated February 6, 2013, and amended by First Amendment to such Lease Agreement dated as of September 28, 2007, and (ii) that certain Lease Agreement dated as of September 28, 2007, between the DFAC and 3280 Peachtree I LLC, a wholly-owned subsidiary of the Borrower, as assigned by 3280 Peachtree I LLC to 3280 Peachtree III LLC pursuant to an Assignment and Assumption of Lease dated November 2, 2007, as subsequently assigned by 3280 Peachtree III LLC to Terminus 200 LLC pursuant to an Assignment and Assumption of Lease dated December 6, 2007, as subsequently assigned by Terminus 200 LLC to MSREF/Cousins Terminus 200 LLC pursuant to an Assignment and Assumption of Lease dated May 5, 2010, as subsequently assigned by Cousins Terminus LLC (successor by name change to MSREF/Cousins Terminus 200 LLC) to Terminus Venture T200 LLC pursuant to an Assignment and Assumption of Lease dated February 6, 2013.

“DAFC Transactions” means the conveyance of the Terminus Projects and the 191 Peachtree Building to DAFC and the consummation of the transactions evidenced and contemplated by the DAFC Indentures and the DAFC Leases.

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“Debt Rating” means, as of any date of determination, the debt rating of the Borrower’s long term unsecured senior, non-credit enhanced debt as determined by S&P or Moody’s (each such debt rating from S&P or Moody’s, a “Debt Rating”).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, for Base Rate Loans outstanding under the Facility, plus (iii) two percent (2%) per annum; provided, however, that, with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate for the Facility) otherwise applicable to such Loan outstanding under the Facility, plus two percent (2%) per annum.

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent

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in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each other Lender promptly following such determination.

“Designated Entities” means a collective reference to (a) Wildwood Associates, (b) Temco Associates or (c) any general partner of a Texas limited partnership which would otherwise be included in the applicable calculation (so long as in the case of clause (c) the general partner is not a Borrower Party); provided that (i) inclusion of Wildwood Associates and Temco Associates as “Designated Entities” hereunder shall be subject to verification from time to time by the Administrative Agent that the JV partners with respect to such entities are liable for fifty percent (50%) of the total liabilities of such entities and (ii) inclusion of any Texas limited partnerships as “Designated Entities” hereunder shall be subject to verification by the Administrative Agent that neither any Borrower Party nor any other Consolidated Entity (that is not such Texas limited partnership or its general partner) is liable for any of the liabilities of such Texas limited partnership.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, provided that it shall not include any lease, license or other occupancy agreement.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any assignee permitted pursuant to Section 10.07(b); provided that Eligible Assignee shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by Agent pursuant to the following formula:

Eurodollar Rate = Eurodollar Base Rate1.00 – Eurodollar Reserve Percentage

Where,

“Eurodollar Base Rate” means, for such Interest Period (rounded upwards, as necessary, to the nearest 1/100 of 1%) the rate per annum equal to the British Bankers Association LIBOR Rate or the successor thereto if the British Bankers Association is no longer making a LIBOR Rate available (“LIBOR”), as published by Reuters (or other commercially available source providing quotations of LIBOR as designated by Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period (rounded upwards, as necessary, to the nearest 1/100 of 1%) shall be the rate per annum determined by Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or, if a quote is not available from Bank of America’s London Branch, then another major bank’s London branch, as reasonably selected

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by the Administrative Agent) to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period.

Notwithstanding the foregoing, if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Swap Obligations” means, with respect to any Guarantor, any Swap Obligation, if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is, or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income or net profits (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.16) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any Taxes imposed pursuant to FATCA.

“Existing Credit Agreement” means that Third Amended and Restated Credit Agreement dated as of May 28, 2014 among Borrower, the Borrower Parties from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan, as Syndication Agent, Bank of America, as Administrative Agent,

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SunTrust as Documentation Agent and the other lenders party thereto, as such agreement may be further amended, restated, supplemented, or otherwise modified from time to time.

“Facility” means this term loan facility.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letters” mean, the letter agreements, each dated October 28, 2016, (i) among the Borrower, the Administrative Agent and MLPFS, (ii) among the Borrower and the Syndication Agent, (iii) among the Borrower, PNC Capital Markets and PNC and (iv) among the Borrower, STRH and SunTrust.

“Fixed Charges” means, in the aggregate for the Combined Parties and for the applicable period of calculation, the sum of (a) Interest Expense of the Combined Parties, plus (b) the principal component of all payments made in respect of Capital Lease Obligations, plus (c) any payments required to be made (whether or not actually made) in respect of ground rental obligations under ground leases, plus (d) regularly scheduled required principal payments on Indebtedness for Money Borrowed (excluding any scheduled balloon, bullet, or similar principal payment which repays such Indebtedness for Money Borrowed in full) plus (e) rentals payable under leases of real property during such period to the extent not covered in clause (b), plus (f) any dividends paid or payable by Borrower or any of its Consolidated Entities in respect of any class of preferred capital stock; provided, however, that, in calculating Fixed Charges of each Consolidated Entity and Unconsolidated Entity, the amount of the items described in clauses (a), (b), (c), (d), (e) and (f) above of such Consolidated Entity shall be reduced by the share allocable to interests held by Persons other than the Borrower or other Consolidated Entities, and as to such Unconsolidated Entity shall be multiplied by the percentage of the Borrower’s direct and indirect ownership interest in such Unconsolidated Entity (except to the extent the Borrower or the applicable Consolidated Entity owner of the capital stock of the applicable Unconsolidated Entity is liable, whether contractually or otherwise, for a greater portion of such amount (disregarding any liability with respect to customary recourse carve-outs applicable to any nonrecourse secured Indebtedness), in which case such higher amount shall be used in the applicable calculations (except with respect to the Designated Entities, for which only the percentage of the Borrower’s direct or indirect ownership interest shall be used)).

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

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“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fully Satisfied” means, with respect to the Obligations as of any date, that, as of such date, (a) all principal of and interest accrued to such date which constitute Obligations shall have been irrevocably paid in full in cash, (b) all fees, expenses and other amounts then due and payable which constitute Obligations shall have been irrevocably paid in cash, and (c) the Commitments shall have been expired or terminated in full.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(g).

“Guarantee” means, as to any Person, any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien (other than a Permitted Lien) on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. Notwithstanding the foregoing, Guarantee shall not include completion guarantees or the endorsement of instruments. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, each of those Persons identified as a “Guarantor” on the signature pages hereto, and each Person that subsequently becomes a Guarantor pursuant to Section 6.12, and “Guarantor” means any one of them.

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“Guarantor Joinder Agreement” means a Guarantor Joinder Agreement substantially in the form of Exhibit E hereto, executed and delivered by a new Guarantor in accordance with the provisions of Section 6.12.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders pursuant to Article XI hereof.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Income Producing Assets” means (a) 777 Main, 2100 Ross and 816 Congress, (b) each other New Acquisition, and (c) all other real property assets of the Borrower, any Consolidated Entity or any Unconsolidated Entity (i) which are partially or fully income producing for financial reporting purposes on the applicable calculation date and have been continuously, partially or fully income producing for financial reporting purposes for the calendar quarter ending immediately preceding the calculation date, (ii) for which an unconditional base building certificate of occupancy (or its equivalent) has been issued by the applicable Governmental Authority, and (iii) as to such assets which in the immediately preceding reporting period were classified as Non-Income Producing Assets, which either (A) are leased to tenants in occupancy and the leases for such tenants in occupancy represent eighty-five percent (85%) or more of the rentable square footage of the applicable real property asset; or (B) have been a Non-Income Producing Asset for a period equal to or in excess of eighteen (18) months following the issuance by the applicable Governmental Authority of an unconditional base building certificate of occupancy (or its equivalent) (provided that different phases of real property developments shall be treated as different assets for purposes of this determination); provided, further, that, notwithstanding anything to the contrary herein, “Income Producing Assets” shall not include intra or inter-entity obligations between the Borrower and any of the Consolidated Entities.

“Increase Joinder” has the meaning specified in Section 2.06(c).

“Indebtedness” means, as to any Person at a particular time, without duplication, total liabilities of such Person as determined by GAAP, plus all of the following, in each case to the extent not otherwise included as total liabilities in accordance with GAAP:

(a)all Indebtedness for Money Borrowed of such Person;

(b)all obligations under financing leases, all Capital Lease Obligations (including all Capitalized Interest under any capital leases), all Synthetic Lease Obligations and all Off-Balance Sheet Liabilities of such Person;

(c)all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(d)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

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(e)all obligations of such Person to pay the deferred purchase price of property or services to the extent constituting indebtedness pursuant to GAAP (other than trade accounts payable in the ordinary course of business) and all obligations under any repurchase, take-out commitments or forward equity commitments (other than, with respect to the calculation of the Indebtedness of the Borrower, any Consolidated Entity or any Unconsolidated Entity, commitments to a Consolidated Entity, an Unconsolidated Entity or an Investment Entity);

(f)net obligations of such Person under any Swap Contract; and

(g)all Monetized Guarantees of such Person in respect of any of the foregoing;

provided, however, that, for purposes of this Agreement, (i) Indebtedness shall not include (A) shareholders’ and partners’ and members’ equity, (B) capital stock, (C) surplus, (D) reserves for general contingencies and other cash reserves, (E) minority interests in Consolidated Entities, and (F) deferred income which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of such Person and (ii) Indebtedness, as calculated for the Borrower or any Loan Party shall not include Indebtedness of Investment Entities, except, for clarification purposes, to the extent any other Unconsolidated Entity or Consolidated Entity is liable for the same (disregarding any liability with respect to customary recourse carve-outs applicable to any nonrecourse secured Indebtedness and disregarding any general partnership liability of the Designated Entities).

The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease obligation or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

For purposes of clarification, notwithstanding any language to the contrary contained in the foregoing, there shall be no double-counting of Indebtedness (for example, in the case of a guaranty or letter of credit supporting other Indebtedness).

“Indebtedness for Money Borrowed” means, with respect to any Person, without duplication (a) all money borrowed by such Person and Indebtedness of such Person represented by notes payable by such Person and drafts accepted representing extensions of credit to such Person, (b) all Indebtedness of such Person evidenced by bonds, debentures, notes, or other similar instruments, (c) all Indebtedness of such Person upon which interest charges are customarily paid, (d) all Indebtedness of such Person issued or assumed as full or partial payment for property or services (other than accrued employee compensation), whether or not any such notes, drafts, obligations or Indebtedness would otherwise represent “Indebtedness for Money Borrowed” and (e) all Capitalized Interest under any capital leases and the principal balance outstanding with respect to any Off-Balance Sheet Liabilities where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP. For purposes of this definition, (i) interest which is accrued but not paid on the original due date or within any applicable cure or grace period as provided by the underlying contract for such interest shall be deemed Indebtedness for Money Borrowed and (ii) trade account payables arising in the ordinary course of business and not delinquent by more than ninety (90) days shall not be deemed Indebtedness for Money Borrowed. Indebtedness for Money Borrowed with respect to the Borrower, the Consolidated Entities and/or the Unconsolidated Entities shall not include any obligations of Investment Entities except, for clarification purposes, to the extent any other Unconsolidated Entity or Consolidated Entity is liable for the same (disregarding any liability with respect to customary recourse carve-outs applicable to any nonrecourse secured Indebtedness and disregarding any general partnership liability of the Designated Entities).

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“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 10.05.

“Interest Expense” means, in respect of any period, an amount equal to the sum of (a) the interest payable during such period with respect to Indebtedness for Money Borrowed (including Capitalized Interest) of the Borrower and its Consolidated Entities (and, when specified in the applicable covenant, a pro rata share of such interest payable in respect of such Indebtedness for Money Borrowed of the Unconsolidated Entities), and (b) the interest component of capitalized lease obligations of the Borrower and the Consolidated Entities, less any Qualified Capitalized Interest.

“Interest Expense for Unsecured Debt” means for any period, Interest Expense with respect to Unsecured Debt of the Borrower and the Consolidated Entities.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that, if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the fifth (5th) day of each calendar month (or if the fifth (5th) day of any calendar month is not a Business Day, then on the next succeeding Business Day) and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (in each case, subject to availability), as selected by the Borrower (on its behalf or on behalf of a Co-Borrower) in a Loan Notice; provided that:

(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)no Interest Period shall extend beyond the Maturity Date for the Facility under which such Loan was made; and

(d)the Borrower may (on its own behalf or on behalf of any Co-Borrower), in addition to the periods set forth above, request and receive an Interest Period for a Eurodollar Rate Loan shorter than one (1) month if and to the extent that the Administrative Agent has pre-approved such shorter period (such approval to be withheld in the absolute and sole discretion of the Administrative Agent) and no Lender objects to the use of such shorter period prior to the establishment thereof (such objections to be raised in the absolute and sole discretion of the respective Lenders).

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“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Entities” means, as of any date of determination, those Persons in which the Borrower, any of the Consolidated Entities or any of the Unconsolidated Entities directly or indirectly owns any Capital Stock which satisfy each of the following criteria: (a) such Person is an unconsolidated entity with respect to the Borrower for financial reporting purposes or is an entity that is consolidated with the Borrower as a result of the pronouncement entitled Financial Interpretation 46 “Consolidation of Variable Interest Entities” by the Financial Accounting Standards Board on January 17, 2003 as revised from time to time, (b) a party other than Borrower, a Consolidated Entity or an Unconsolidated Entity has primary control over day-to-day management of such Person (responsibilities under management agreements shall not constitute control) (it being agreed that the management structure of Charlotte Gateway Village, LLC (“Gateway”), pursuant to that certain Amended and Restated Operating Agreement of Gateway dated November 28, 2001, satisfies this clause (b) on the date hereof), and (c) none of the Borrower, any Consolidated Entity or any Unconsolidated Entity is directly or contingently liable for indebtedness of such Person, except for standard and customary recourse carve-outs commonly included in non-recourse financings in the form of guarantees or indemnities. For a list of the entities which are Investment Entities of the Borrower as of the Closing Date, see Schedule 1.1(b) attached hereto.

“IP Rights” has the meaning specified in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“JPMorgan Chase Bank” means JPMorgan Chase Bank, N.A. and its successors.

“Land Assets” means Non-Income Producing Assets that consist primarily of undeveloped land assets.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case to the extent from time to time in full force and effect or otherwise having the force of law.

“Lender” has the meaning specified in the introductory paragraph hereto.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent,which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“LIBOR” has the meaning specified in the definition of Eurodollar Rate.

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“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Liquid Assets” means, as of any date of determination, the following assets of the Combined Parties: (a) unrestricted cash and marketable securities; and (b) notes receivable (related to loans that are not in default and otherwise fully performing as of such date) secured by a mortgage instrument with a valid and enforceable first priority mortgage lien on a fee or leasehold interest held by the debtor in the applicable real estate assets, where the fair market value of such real estate assets is greater than one hundred ten percent (110%) of the amount of Indebtedness secured thereby.

“Loan” or “Term Loan” means an extension of credit by a Lender to the Borrower or any Co-Borrower under Article II.

“Loan Documents” means this Agreement, each Note, each Guarantor Joinder Agreement, each Co-Borrower Joinder Agreement and the Fee Letters.

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of any Loan from one Type to the other, or (c) a continuation of Eurodollar Rate Loans made under the Facility, which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed or otherwise authenticated by a Responsible Officer of the Borrower.

“Loan Parties” means, as of any date of determination, a collective reference to the Borrower, each Co-Borrower and each Guarantor existing as of such date.

“Material Adverse Effect” means (a) a material adverse effect upon, the operations, business, assets, liabilities (actual or contingent), or financial condition of the Combined Parties taken as a whole; (b) a material impairment of the ability of the Loan Parties taken as a whole to perform their obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Maturity Date” has the meaning specified in Section 2.14; provided that, if such date is not a Business Day, then such Maturity Date shall be the preceding Business Day.

“Measurement Period” means, at any date of determination, the most recently completed four calendar quarters of the Borrower.

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors.

“Monetized Guarantee” means any Guarantee which (a) is a Guarantee of Indebtedness for Money Borrowed; (b) is a Guarantee that has been reduced to judgment or otherwise liquidated for a specified monetary amount; or (c) is a Guarantee of performance of any obligation which obligation is past due beyond any applicable grace or cure period and the liability under which can be reasonably quantified in terms of the monetary liability of the applicable obligor.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

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“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Negative Pledge” means a provision of any document, instrument or agreement (including any Organization Document), other than this Agreement or any other Loan Document, that prohibits, or purports to prohibit, the creation or assumption of any Lien on any assets of a Person as security for the Indebtedness of such Person or any other Person, or entitles another Person to obtain or claim the benefit of a Lien on any assets of such Person; provided, however, that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that does not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.

“New Acquisition” means each newly-acquired partially or fully income producing real property of the Borrower, any Consolidated Entity or any Unconsolidated Entity which property is less than eighty-five percent (85%) occupied on the date of its acquisition.

“New Acquisition Cutoff Date” means, for each New Acquisition, the earlier to occur of the calendar date (i) which is twenty-four (24) months from the date of the acquisition of such property by, as applicable, the Borrower, a Consolidated Entity or an Unconsolidated Entity, and (ii) on which such property achieves eighty-five percent (85%) occupancy.

“Non-Consenting Lender” means, any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Income Producing Asset” means any real property asset of the Borrower, any Consolidated Entity, or any Unconsolidated Entity which does not qualify as an “Income Producing Asset” (following application of subsections (a), (b) and (c)(iii)(B) and each other provision of the definition thereof).

“Note” means a promissory note made by the Borrower or any Co-Borrowers in favor of a Lender evidencing any Loans made by such Lender, substantially in the form of Exhibit B, together with each Co-Borrower Joinder Agreement executed by any Co-Borrower, to the extent the same has not been terminated pursuant to Section 6.12.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including (a) interest and fees that accrue under the Loan Documents after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (b) any Swap Contract entered into in connection with the Loans by any Loan Party with respect to which a Lender or any Affiliate of such Lender is a party.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

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“Off-Balance Sheet Liabilities” means, with respect to any Person as of any date of determination thereof, without duplication and to the extent not included as a liability on the consolidated balance sheet of such Person and its consolidated Subsidiaries in accordance with GAAP: (a) with respect to any asset securitization transaction (including any accounts receivable purchase facility) (i) the unrecovered investment of purchasers or transferees of assets so transferred and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation of such Person or any of its Subsidiaries in respect of assets transferred or payments made in respect thereof, other than limited recourse provisions that are customary for transactions of such type and that neither (x) have the effect of limiting the loss or credit risk of such purchasers or transferees with respect to payment or performance by the obligors of the assets so transferred nor (y) impair the characterization of the transaction as a true sale under applicable Laws (including Debtor Relief Laws); (b) the monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction which, upon the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized as indebtedness; or (c) the monetary obligations under any sale and leaseback transaction which does not create a liability on the consolidated balance sheet of such Person and its Subsidiaries; or (d) any other monetary obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of such Person and its Subsidiaries (for purposes of this clause (d), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

“Operating Partnership” means a direct or indirect Subsidiary of the Borrower that (a) is a Co-Borrower hereunder, (b) owns, directly or indirectly, substantially all of the assets owned by the Borrower and the Consolidated Entities, taken together on a consolidated basis and (c) is designated as the “Operating Partnership” by the Borrower in a written notice to the Administrative Agent.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement (related to its formation or organization), instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

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“Outstanding Amount” means the aggregate outstanding principal amount of Loans on any date after giving effect to any borrowings and prepayments or repayments of Loans on such date.

“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning specified in Section 10.07(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Liens” means, at any time, Liens in respect of property of the Borrower, Consolidated Entities and/or Unconsolidated Entities constituting:

(a)     Liens existing pursuant to any Loan Document;

(b)     Liens (other than Liens imposed under ERISA) for taxes, assessments (including private assessments and charges) or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or which have been insured over without qualification, condition or assumption by title insurance or otherwise in a manner acceptable to Administrative Agent in its sole discretion;

(c)     statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, such Liens are for amounts that do not exceed $500,000 in the aggregate, or if any action has been taken to enforce such Liens for amounts in excess of $500,000 (other than the filing of the Liens), then such Liens are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established or which have been bonded;

(d)     zoning restrictions, easements, rights of way, restrictions and other encumbrances affecting real property which, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(e)     leases or subleases to third parties (including any Affiliates of Borrower or any Combined Party);

(f)     Liens securing judgments for the payment of money not to exceed the Threshold Amount;

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(g)     any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

(h)     Liens incurred in the ordinary course of business in connection with workers compensation, unemployment insurance or other social security obligations, other than any Lien imposed by ERISA; and

(i)    other Liens so long as immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, no Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 7.11.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“PNC” means PNC Bank, National Association and its successors.

“PNC Capital Markets” means PNC Capital Markets, LLC and its successors.

“Platform” has the meaning specified in Section 6.02.

“Pro Rata Share” means in respect of the Facility, with respect to any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of such Lender’s Commitment in respect of the Facility (or if such Commitment has been funded, the outstanding principal amount of the Loans held by such Lender) and the denominator of which is the amount of the Commitments of all Lenders in respect of the Facility (or if such Commitments have been funded, the outstanding principal amount of the Loans held by all such Lenders). The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01(a) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Qualified Capitalized Interest” means in respect of any period, interest capitalized by the Borrower and its Consolidated Entities in such period calculated in accordance with GAAP on all projects, and investments in projects of its Unconsolidated Entities, funded in whole or in part by secured project loans. Qualified Capitalized Interest shall also include Borrower’s pro rata share of interest capitalized on projects of its Unconsolidated Entities that are funded in whole or part by a secured project loan.

“Recipient” means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 10.07(c).

“REIT” means a Person qualifying for treatment as a “real estate investment trust” under the Code.

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means a Loan Notice.

“Required Lenders” means, as of any date of determination prior to the funding of the Loan, two (2) or more Lenders holdings an aggregate of more than fifty percent (50%) of the sum of the total Commitments and, as of any date of determination following the funding of the Loan, two (2) or more Lenders holding an aggregate of more than fifty percent (50%) of the sum of the Total Outstandings; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Residential Assets” means Non-Income Producing Assets that consist primarily of single-family residential developments (but are not Land Assets, Condominium Assets or multi-family developments).

“Responsible Officer” means the chief executive officer, any vice chairman, president, chief financial officer, chief investment officer, chief administrative officer, executive vice president, general counsel or, solely with respect to the ability to request advances of Loans and continuations and conversions of Loans and to sign Compliance Certificates, any other Person who is authorized in writing by any of the foregoing to make such requests. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any cash dividend or other distribution with respect to any Capital Stock (including preferred stock) or other equity interest of the Borrower or any Consolidated Entity, or any payment, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or other equity interest, other than any distribution or other payment solely in Capital Stock of such Person.

“Restricted Purchase” means any payment on account of the purchase, redemption, or other acquisition or retirement of any Capital Stock (including preferred equity) of the Borrower.

“Revolver Amendment” has the meaning specified in Section 4.01(i).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom (“HMT”) or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

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“Secured Debt” means, for any given calculation date, the total aggregate principal amount of Indebtedness for Money Borrowed of the Borrower and the Consolidated Entities, on a consolidated basis (and without duplication on account of the guaranty obligations of the Borrower or any Consolidated Entity relating to the Indebtedness for Money Borrowed of another Consolidated Entity), that is secured in any manner by any Lien; provided that obligations in respect of Capitalized Leases shall not be deemed to be Secured Debt. For clarification purposes, (i) any unsecured guaranty given by the Borrower or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, (ii) any unsecured guaranty given by the Borrower or any Consolidated Entity of the Secured Debt of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the Secured Debt and shall not be calculated as part of the obligations of the Person giving the guaranty, (iii) any unsecured guaranty given by the Borrower or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, (iv) any unsecured guaranty given by the Borrower or any Consolidated Entity of the unsecured obligations of another Consolidated Entity does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, (v) any secured guaranty given by the Borrower or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, (vi) any secured guaranty given by the Borrower or any Consolidated Entity of the secured obligations of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the secured obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, (vii) any secured guaranty given by the Borrower or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty, and (viii) any secured guaranty given by the Borrower or any Consolidated Entity of the unsecured obligations of any Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty and shall not be calculated as part of the obligations (secured or otherwise) of the Person directly incurring such obligations.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Consolidated Entities as of that date determined in accordance with GAAP.

“SPC” has the meaning specified in Section 10.07(g).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“STRH” means SunTrust Robinson Humphrey, Inc. and its successors.

“SunTrust” means SunTrust Bank and its successors.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-

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currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement relating to the foregoing, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement related to any of the foregoing (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Syndication Agent” means JPMorgan Chase Bank in its capacity as syndication agent under any of the Loan Documents, or any successor syndication agent.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

“Tax Driven Lease Transaction” means (i) the DAFC Transactions and (ii) any transaction pursuant to which a Combined Party conveys record title to a real property asset to a governmental entity and then leases such asset back from the governmental entity for the purposes of effecting a reduction in real property taxes where (i) the conveying Combined Party can repurchase the conveyed asset at any time for nominal consideration, (ii) no Indebtedness is incurred by any Combined Party under GAAP; provided that, if the structure of any such transaction requires the issuance of bonds by the applicable governmental entity, such bonds are purchased by a Combined Party as consideration for the applicable real property transfer and the amounts receivable by a Combined Party on such bonds equals the rent payable under the applicable Lease, (iii) no net payments are required to be made to any third party as a result of such transaction and the corresponding Tax Driven Lease Transaction Documents (other than the reduced real property taxes and customary closing costs and fees), and (iv) such transaction, however structured, is consummated on terms substantially similar to the DAFC Transactions.

“Tax Driven Lease Transaction Documents” means (i) the DAFC Indentures and DAFC Leases and (ii) with respect to any Tax Driven Lease Transaction other than the DAFC Transactions, leases, indentures and such other documents that are customarily required for a transaction of that type and that satisfy the requirements of the definition of Tax Driven Lease Transaction.

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“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Terminus Projects” means (i) the project commonly known as “Terminus 100” (the “Terminus 100 Project”) located at 3280 Peachtree Road in Atlanta, Georgia; provided, however, that such Terminus 100 Project does not include the other land at 3280 Peachtree Road and adjacent thereto owned by the Borrower or its Consolidated Entities, the air rights above the parking structure which may be used for future development, or the parking within the parking structure being developed which will serve such potential future development above the parking structure, and (ii) the project commonly known as “Terminus 200” (the “Terminus 200 Project”) located at 3333 Peachtree Road in Atlanta, Georgia; provided, however, that such Terminus 200 Project does not include the other land at 3333 Peachtree Road and adjacent thereto owned by the Borrower or its Consolidated Entities, the air rights above the parking structure which may be used for further development, or the parking within the parking structure being developed which will serve such potential future development above the parking structure.

“Threshold Amount” means $50,000,000.

“Total Assets” means, as of any calculation date, the sum of (a) the Value of Income Producing Assets for all such assets of the Combined Parties,plus (b) the Value of Non-Income Producing Assets of the Combined Parties that are not Land Assets, Condominium Assets or Residential Assets, plus (c) the Value of Non-Income Producing Assets of the Combined Parties that are Residential Assets or Condominium Assets, plus (d) the Value of Liquid Assets of the Combined Parties, plus (e) the Value of Non-Income Producing Assets of the Combined Parties that are entitled Land Assets; provided,however, that, in calculating Total Assets the sum of items (b), (c), (d) and (e) above shall be reduced to the extent necessary (with a corresponding reduction in the sum of items (a), (b), (c), (d) and (e)) to establish that the sum of items (b), (c), (d) and (e) shall not exceed twenty percent (20%) of the sum of items (a), (b), (c), (d) and (e); provided, further, that, in calculating Total Assets, item (c) shall be reduced to the extent necessary (with a corresponding reduction in the sum of items (a), (b), (c), (d) and (e)), to establish that item (c) shall not exceed five percent (5%) of the sum of items (a), (b), (c), (d) and (e); provided, further, that, in calculating Total Assets, item (e) shall be reduced to the extent necessary (with a corresponding reduction in the sum of items (a), (b), (c), (d) and (e)), to establish that item (e) shall not exceed five percent (5%) of the sum of items (a), (b), (c), (d) and (e).

“Total Debt” means, as of any calculation date, for the Combined Parties (reduced to the extent necessary to reflect the portion thereof not attributable to Borrower’s direct and indirect ownership interest), the sum of (without duplication): (a) all outstanding Indebtedness for Money Borrowed; (b) all Capital Lease Obligations, and (c) all obligations constituting Monetized Guarantees of such Persons; provided, however, that, in calculating the Total Debt of each Consolidated Entity and Unconsolidated Entity, the amount of the items described in clauses (a), (b) and (c) above of such Consolidated Entity and Unconsolidated Entity shall be multiplied by the percentage of the Borrower’s direct and indirect ownership interest in such Consolidated Entity and Unconsolidated Entity. Total Debt shall not include any such obligation of Investment Entities except, for clarification purposes, to the extent any Consolidated Entity is liable for the same (disregarding any Consolidated Entity’s liability with respect to customary recourse carve-outs applicable to any nonrecourse secured Indebtedness) and disregarding any general partnership liability of the Designated Entities.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans.

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“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Unconsolidated Entities” means, as of any date of determination, those Persons in which the Borrower or any of the Consolidated Entities owns some portion of Capital Stock and which are not consolidated with the Borrower on the financial statements of the Borrower in accordance with GAAP. Unconsolidated Entities shall not include Investment Entities.

“Unencumbered Properties” means (i) all real property assets located in the United States of America owned by the (A) Loan Parties (at all times prior to the release of Guarantors under Section 11.08) or (B) Consolidated Entities (at all times subsequent to the release of Guarantors under Section 11.08), in each case, that are not subject to any Liens (other than (a) Permitted Liens not identified in clause (f) or (i) of the definition of such term and (b) Liens securing judgments for the payment of money not to exceed $1,000,000 for each such asset unless such Liens are being contested in good faith by appropriate proceedings diligently conducted, and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or which have been insured over without qualification, condition or assumption by title insurance or otherwise in a manner acceptable to Administrative Agent in its sole discretion, provided that the aggregate amount of money secured by such Liens referenced in this clause (b) for all such assets shall not exceed $10,000,000) and, at all times subsequent to the release of Guarantors under Section 11.08, are owned by Persons who do not either (x) Guarantee any Indebtedness for Money Borrowed or (y) have direct Indebtedness for Money Borrowed, in either case in excess of $1,000,000, provided that the aggregate amount of Indebtedness for Money Borrowed and Guarantees of such Indebtedness for all such Persons who would own otherwise unencumbered properties shall not exceed $10,000,000, and (ii) the 191 Peachtree Building, the Terminus Projects and any other asset that is the subject of a Tax Driven Lease Transaction, for so long as such properties are subject to Tax Driven Lease Transaction Documents and are not subject to any Liens (other than (a) Permitted Liens not identified in clause (f) or (i) of the definition of such term and (b) Liens securing judgments for the payment of money not to exceed $1,000,000 for each such asset unless such Liens are being contested in good faith by appropriate proceedings diligently conducted, and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or which have been insured over without qualification, condition or assumption by title insurance or otherwise in a manner acceptable to Administrative Agent in its sole discretion, provided that the aggregate amount of money secured by such Liens referenced in this clause (b) for all such assets shall not exceed $10,000,000) and, at all times subsequent to the release of Guarantors under Section 11.08, are owned by Persons who do not either (x) Guarantee any Indebtedness for Money Borrowed or (y) have direct Indebtedness for Money Borrowed, in either case in excess of $1,000,000, provided that the aggregate amount of Indebtedness for Money Borrowed and Guarantees of such Indebtedness for all such Persons who would own otherwise unencumbered properties shall not exceed $10,000,000; provided, however, that, notwithstanding anything to the contrary herein, the Unencumbered Properties included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b)shall not include assets subject to one or more Liens (other than (a) Permitted Liens not identified in clause (f) or (i) of the definition of such term and (b) Liens securing judgments for the payment of money not to exceed $1,000,000 for each such asset unless such Liens are being contested in good faith by appropriate proceedings diligently conducted, and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or which have been insured over without qualification, condition or assumption by title insurance or otherwise in a manner acceptable to Administrative Agent in its sole discretion, provided that the aggregate amount of money secured by such Liens referenced in this clause (b) for all such assets shall not exceed $10,000,000) and, at all times subsequent to the release of Guarantors under Section 11.08, shall not include properties that are owned by Persons who either (x) Guarantee any Indebtedness for Money Borrowed or (y) have direct Indebtedness for Money Borrowed, in either case in excess of $1,000,000 (and all the maximum aggregate

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amount of all such Guarantees and/or Indebtedness for all such Persons who would otherwise own unencumbered properties shall not exceed $10,000,000).

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Unsecured Debt” means, as of any date, the aggregate of all Indebtedness for Money Borrowed of the Borrower and the Consolidated Entities that was incurred, and continues to be outstanding, without granting a Lien (other than Permitted Liens not described in clauses (a), (f) or (i) of such definition) as security for such Indebtedness for Money Borrowed. Unsecured Debt shall not include any such obligations of Unconsolidated Entities or Investment Entities except, for clarification purposes, to the extent any Consolidated Entity is liable for the same (disregarding any liability with respect to customary recourse carve-outs applicable to any nonrecourse secured obligations and disregarding any general partnership liability of the Designated Entities). For clarification purposes, (a) any unsecured guaranty given by the Borrower or any Consolidated Entity of secured obligations of a Person who is not the Borrower or a Consolidated Entity constitutes Unsecured Debt of the Borrower or such Consolidated Entity giving the guaranty, (b) any unsecured guaranty given by the Borrower or any Consolidated Entity of the secured obligations of the Borrower or another Consolidated Entity constitutes the Secured Debt of the Borrower or the Consolidated Entity directly incurring the secured obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the Borrower or such Consolidated Entity giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the Borrower or the Consolidated Entity directly incurring the underlying secured obligations, in which case it shall constitute the Unsecured Debt of the Borrower or the Consolidated Entity giving the guaranty), (c) any unsecured guaranty given by the Borrower or any Consolidated Entity of the unsecured obligations of a Person who is not the Borrower or a Consolidated Entity constitutes the Unsecured Debt of the Borrower or such Consolidated Entity giving the guaranty, (d) any unsecured guaranty given by the Borrower or any Consolidated Entity of the unsecured obligations of the Borrower or another Consolidated Entity constitutes the Unsecured Debt of the Borrower or the Consolidated Entity directly incurring such obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the Borrower or such Consolidated Entity giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the Borrower or the Consolidated Entity directly incurring the underlying unsecured obligations, in which case it shall constitute the Unsecured Debt of the Borrower or the Consolidated Entity giving the guaranty), (e) any secured guaranty given by the Borrower or any Consolidated Entity of secured obligations of a Person who is not the Borrower or a Consolidated Entity constitutes secured debt of the Borrower or such Consolidated Entity giving the guaranty, (f) any secured guaranty given by the Borrower or any Consolidated Entity of the secured obligations of the Borrower or another Consolidated Entity constitutes the secured debt of the Borrower or the Consolidated Entity directly incurring the secured obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the Borrower or such Consolidated Entity giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the Borrower or the Consolidated Entity directly incurring the underlying secured obligations, in which case it shall constitute the secured debt of the Borrower or the Consolidated Entity giving the guaranty), (g) any secured guaranty given by the Borrower or any Consolidated Entity of the unsecured obligations of a Person who is not the Borrower or a Consolidated Entity constitutes the secured debt of the Borrower or such Consolidated Entity giving the guaranty, and (h) any secured guaranty given by the Borrower or any Consolidated Entity of the unsecured obligations of

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the Borrower or another Consolidated Entity constitutes the secured debt of the Borrower or such Consolidated Entity giving the guaranty and shall not be calculated as part of the obligations (either secured or unsecured) of the Borrower or the Consolidated Entity directly incurring such obligations (except to the extent that the relevant calculation does not otherwise account for the obligations of the Borrower or such Consolidated Entity giving the guaranty, in which case it shall constitute the Unsecured Debt of the Borrower or the Consolidated Entity directly incurring the underlying unsecured obligations). For purposes of calculating the financial covenants contained in this Agreement, obligations of the Borrower or any Consolidated Entity pursuant to the terms of any letter of credit shall be treated in the same manner as a guaranty.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Value of Income Producing Assets” means, as of any date, the aggregate value of each Income Producing Asset existing as of such date, where the value of each such Income Producing Asset equals: the product of (a) the Adjusted Consolidated EBITDA for the most recent calendar quarter for which financial statements of the Borrower and its Consolidated Entities are then available, allocable to such Income Producing Assets, (y) multiplied by four (4), then (z) divided by the Applicable Capitalization Rate, multiplied by (b) (i) if such asset is owned by the Borrower or any Consolidated Entity, one hundred percent (100%) (adjusted, in the case of such an asset owned by a Consolidated Entity, appropriately to reflect the relative direct and indirect economic interest (calculated as a percentage) of the Borrower in such Consolidated Entity determined in accordance with the applicable provisions of the organizational documents of such Consolidated Entity), and (ii) if such asset is owned by an Unconsolidated Entity, the percentage of the Borrower’s direct or indirect ownership in the Unconsolidated Entity owning such asset; provided, however, that (A) if any Income Producing Asset (for the purpose of clarity, other than 777 Main, 2100 Ross, and 816 Congress and any other assets which qualify as New Acquisitions in accordance with their applicable cutoff dates) has been an Income Producing Asset for a period of less than four (4) calendar quarters, then such Income Producing Asset will be assigned a value which is the greater of (1) the value of such asset determined in accordance with clauses (a) and (b) above, and (2) the value of such asset determined in accordance with clauses (a) and (b) of the definition of “Value of Non-Income Producing Assets”; and (B) notwithstanding anything in this Agreement to the contrary, (i) 777 Main, 2100 Ross, and 816 Congress, and (ii) each other New Acquisition, in each case, shall be assigned a value which is the greater of (y) the value of such asset determined in accordance with clauses (a) and (b) above and (z) the value of such asset determined in accordance with clauses (a) and (b) of the definition of “Value of Non-Income Producing Assets”, for all dates prior to, as applicable, the 777 Main Cutoff Date, the 2100 Ross Cutoff Date, the 816 Congress Cutoff Date or the applicable New Acquisition Cutoff Date; provided that, at any time the Borrower may deliver to the Administrative Agent written notice of the Borrower’s election to have the provisions of this clause (B) no longer apply to 777 Main, 2100 Ross, 816 Congress or any other specified New Acquisition, in which event 777 Main, 2100 Ross, 816 Congress and/or such other specified New Acquisition shall be assigned a value as otherwise determined pursuant to this Agreement at all times thereafter (without regard to the other terms of this clause (B)).

“Value of Liquid Assets” means, as of any date, the sum of (a) the amount of cash included in Liquid Assets, plus (b) an amount equal to (i) the market value of any marketable securities included in Liquid Assets, less (ii) to the extent not included in Total Debt, any margin indebtedness with respect thereto, plus (c) the book value of notes receivable secured by a mortgage instrument with a valid and enforceable first priority mortgage lien on a fee or leasehold interest held by the debtor in the applicable real estate assets and

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included in Liquid Assets (where the fair market value of such real estate assets is greater than or equal to one hundred ten percent (110%) of the amount of indebtedness secured thereby); provided that, with respect to each asset, the respective amounts used in calculating clauses (a), (b) and (c) above shall be multiplied by (1) if such asset is owned by the Borrower or any Consolidated Entity, one hundred percent (100%) (adjusted, in the case of such an asset owned by a Consolidated Entity, appropriately to reflect the relative direct and indirect economic interest (calculated as a percentage) of the Borrower in such Consolidated Entity determined in accordance with the applicable provisions of the organizational documents of such Consolidated Entity), and (2) if such asset is owned by an Unconsolidated Entity, the percentage of the Borrower’s direct or indirect ownership in the Unconsolidated Entity owning such asset.

“Value of Non-Income Producing Assets” means on any calculation date, the aggregate value of all Non-Income Producing Assets existing as of such date, where the value of each such Non-Income Producing Asset is equal to the product of (a) the cost of such asset, less any applicable impairment charges or other writedowns, reported through the date of the most recent financial statements of the Borrower and its Consolidated Entities in accordance with GAAP, times (b) (i) if such asset is owned by the Borrower or any Consolidated Entity, one hundred percent (100%) (adjusted, in the case of such an asset owned by a Consolidated Entity, appropriately to reflect the relative direct and indirect economic interest (calculated as a percentage) of the Borrower in such Consolidated Entity determined in accordance with the applicable provisions of the organizational documents of such Consolidated Entity), or (ii) if such asset is owned by an Unconsolidated Entity, the percentage of the Borrower’s direct or indirect ownership in the Unconsolidated Entity owning such asset.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)(1)    The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii)The term “including” is by way of example and not limitation.

(iii)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

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(d)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, the Operating Partnership and each of its wholly-owned Subsidiaries shall be deemed to be wholly-owned Subsidiaries of the Borrower.

Section 1.03Accounting Terms.

(a)All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP (except as provided in this Agreement with respect to Investment Entities) applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, the treatment of operating leases under GAAP as of the Closing Date will be maintained for all purposes under this Agreement for all existing and new operating leases.

Section 1.04Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect to any comparable or successor rate thereto.

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

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Section 2.01Loans.

(a)Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Loan” or “Term Loan”) to the Borrower and/or the Co-Borrower identified by Borrower in a Loan Notice (on any one Business Day during the Availability Period) in an aggregate principal amount of $250,000,000 (each such Lender’s loan not to exceed at any time the amount of such Lender’s Commitment). No amount of the Loan may be reborrowed once any portion of the Loan is repaid. The Loan shall mature and shall be due and payable by the Borrower and the Co-Borrowers in full on the Maturity Date.

(b)Reserved.

Section 2.02Borrowings, Conversions and Continuations of Loans.

(a)(1)    Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon irrevocable notice from the Borrower (on its own behalf or on behalf of the applicable Co-Borrower) to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. The Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. (i) three (3) Business Days prior to the requested date of a Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the requested date of a Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower or a Co-Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the applicable Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Eurodollar Rate Loans with an Interest Period of one (1) month. Any such automatic conversion to Eurodollar Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(i)Reserved.

(b)(1)    Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Pro Rata Share of the applicable Loans, and if notice of a conversion or continuation is not provided by the Borrower by 1:00 p.m. three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Eurodollar Rate Loans described in the preceding subsection. In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. on the Business Day specified in the applicable Loan Notice for notices related to Eurodollar Rate Loans or notices related to Base Rate Loans

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and given by the Borrower on or prior to 3:00 p.m. on the day prior to the requested date for such Credit Extension or 3:00 p.m. on the Business Day specified in the applicable Loan Notice for notices related to Base Rate Loans delivered after such time; provided, in each case, that nothing contained in this sentence shall be deemed to alter the requirements contained in the previous sentence for timely delivery of notices relating to Base Rate Loans or Eurodollar Rate Loans. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower or the applicable Co-Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower or the applicable Co-Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower (on its own behalf or on behalf of the applicable Co-Borrower).

(i)Reserved.

(c)Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall endeavor to notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)(1)    After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than seven (7) Interest Periods in effect with respect to the Facility.

(i)Reserved.

(f)Any Loan Notice identifying a Co-Borrower as the party to whom the applicable Loan should be directed may designate such Co-Borrower as the “primary obligor” with respect to such Loan and amounts payable with respect thereto. Such designation, however, shall not prevent the Borrower, each other Co-Borrower and each Guarantor hereunder from remaining liable for the full and final repayment of such Loan and such other amounts and for the full and final repayment of the Obligations as required pursuant to the terms hereof and the Borrower, each Co-Borrower and each Guarantor hereby acknowledges and agrees that each of them shall be and shall remain liable for the full and final repayment of each Loan, as applicable, made pursuant to the terms hereof in accordance with this Agreement, regardless of the party to whom such Loan is funded and regardless of whether a specific party is designated as the “primary obligor” with respect thereto. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

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Section 2.03Reserved.

Section 2.04Reserved.

Section 2.05Prepayments.

(a)The Borrower (and the Co-Borrowers) shall be permitted to prepay the Loans in accordance with the following terms and conditions:

(i)The Borrower (on its own behalf or on behalf of the applicable Co-Borrower(s)) or the applicable Co-Borrower may, upon notice to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Base Rate Loans in whole or in part without premium or penalty and (B) voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) one (1) Business Day prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.

(ii)The Borrower (on its own behalf or on behalf of the applicable Co-Borrower(s)) or the applicable Co-Borrower may voluntarily prepay Eurodollar Rate Loans in whole or in part on any date other than the last day of the Interest Period applicable thereto without premium; provided that the Borrower shall deliver to the Administrative Agent a timely notice of prepayment in accordance with clause (a) above and pay any “breakage” charges and increased costs or charges incurred by the Lenders as the result of such prepayment pursuant to Section 3.05.

In the case of any prepayment made or to be made in connection with subclauses (i) or (ii) above: (A) the Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice with respect thereto, and of the amount of such Lender’s Pro Rata Share of such proposed prepayment; (B) if such notice is given by the Borrower (whether on its own behalf or on behalf of any Co-Borrower) or the applicable Co-Borrower, the Borrower (on its own behalf or on behalf of the applicable Co-Borrower(s)) or the applicable Co-Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; (C) any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05; and (D) each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. The failure of the Borrower or the applicable Co-Borrower to make a prepayment hereunder following the delivery of a notice of a pending prepayment pursuant to the provisions contained in this clause (a) shall not constitute a Default or Event of Default hereunder; provided, however, that the Administrative Agent shall not be required to accept any prepayment offered by the Borrower or the applicable Co-Borrower hereunder unless timely notice thereof has been given in accordance with (and to the extent required by) this clause (a) and Borrower’s or the applicable Co-Borrower’s prepayment is accompanied by any “breakage” charges and all other increased costs or charges incurred by the Lenders as the result of such prepayment.

(b)Reserved.

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Section 2.06Increase in Term Loans; Accordion Option.

(a)Request for Accordion Increase. Following the Closing Date and subject to the conditions of this Section 2.06, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time request that additional Loans (the “Additional Term Loans”) in an aggregate principal amount (for all such requests) not in excess of $250,000,000 be made under this Agreement; provided that any such request for an increase shall be in a minimum amount of Twenty-Five Million and No/100 Dollars ($25,000,000.00) and in increments of Five Million and No/100 Dollars ($5,000,000.00) in excess thereof (or, if less, the entire remaining unused portion of the accordion increase). For the avoidance of doubt, no consent of any Lender shall be required for such increase (other than the consent of a Lender making Additional Term Loans pursuant to this Section 2.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders) and the Borrower may also invite prospective lenders to respond.

(b)Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to make Additional Term Loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Additional Term Loans and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Additional Term Loans.

(c)Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ and prospective lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase under this Section 2.06, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent, the Borrower and their respective counsel (the “Increase Joinder”). If any prospective lender agrees to fund any portion of the requested Additional Term Loans (an “Additional Lender”), such Additional Lender shall become a Lender hereunder pursuant to an Increase Joinder, provided that such Additional Lender shall have been approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed).

(d)Effective Date and Allocations. In the event that the request for the Additional Term Loans is granted in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Accordion Increase Effective Date”) and the final allocation of such Additional Term Loans. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Additional Term Loans and the Accordion Increase Effective Date.

(e)Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Borrower shall (A) pay (I) to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letters) required by the Fee Letters in connection with such increase in the Facility, (II) to the Administrative Agent for the account of the Lenders participating in the increase of the Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower, (III) all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase, and (IV) all “breakage” charges associated with reallocation of outstanding Loans pursuant to the funding of the Additional Term Loans; provided, however, that the Borrower shall not

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pay any fees for increased amounts until such time as the increase occurs; and (B) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Accordion Increase Effective Date signed by a Responsible Officer of or on behalf of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (II) in the case of the Borrower, certifying that, before and after giving effect to such increase and the use of the proceeds thereof, (x) the Borrower shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.11, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Accordion Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) no Default or Event of Default exists as of the Accordion Increase Effective Date.

(f)Terms of New Loans. The terms and provisions of Additional Term Loans shall be, except as otherwise provided in the Increase Joinder, identical to the Loans, it being understood that the Applicable Rate for Additional Term Loans shall be determined by the Borrower and the Lenders of the Additional Term Loans.

(g)Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

(h)General. The Administrative Agent will promptly notify the Lenders of any such notice of increase, termination or reduction of the Facility. To the extent the Facility is increased, all Lenders (including both previously-existing and new Lenders) may request new Notes reflecting their respective Pro Rata Share of the Facility and new Lenders shall, to the extent necessary to cause the outstanding principal amount of the Loans and other Obligations allocable to each Lender to equal each such Lender’s Pro Rata Share, fund Loans directly to the other Lenders, as directed by the Administrative Agent. Upon the request of any Lender made through the Administrative Agent, the Borrower Parties hereby agree to execute and deliver any new Notes requested pursuant to this Section 2.06 to evidence the Loans made by the Lenders (provided that any Notes being replaced are either returned, cancelled or marked as replaced and any Notes delivered by the respective Co-Borrowers shall be held by the Administrative Agent pursuant to the terms of Section 2.11(a) hereof) and acknowledge, consent and agree to the funding by any new Lenders of Loans pursuant to the previous sentence for the purpose of causing the Outstanding Amount of such Loans to equal each Lender’s applicable Pro Rata Share.

Section 2.07Repayment of Loans.

(a)The Borrower Parties shall repay to the Administrative Agent for the benefit of the Lenders on the Maturity Date for the Facility, the aggregate principal amount of the Loans and Additional Term Loans outstanding on such date.

(b)Reserved.

(c)Reserved.

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Section 2.08Interest.

(a)(1)     Subject to the provisions of subsection (b) below, (x) each Eurodollar Rate Loan under the Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for the Facility; (y) each Base Rate Loan under the Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Facility.

(i)Reserved.

(b)(1)    If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws (until such time as such payment is made and all Events of Default existing under this Agreement are cured, at which point the Default Rate shall no longer be applied).

(i)If any amount (other than principal of any Loan) payable by any Borrower Party under any Loan Document is not paid by the date on which such failure to pay constitutes an Event of Default hereunder (whether as a result of the stated maturity of any Obligations, by acceleration or otherwise), then, unless otherwise agreed to by the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws (until such time as all Events of Default existing under this Agreement are cured, at which point the Default Rate shall no longer be applied).

(ii)Upon the request of the Required Lenders, while any Event of Default exists, the Borrower Parties shall pay interest on the principal amount of all outstanding Obligations hereunder from the date of such Event of Default at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws (until such time as all Events of Default existing under this Agreement are cured, at which point the Default Rate shall no longer be applied).

(iii)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d)The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower Parties for the use of money in connection with this Agreement is and shall be the interest specifically described in Sections 2.08(a) and (b). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all amounts paid or due pursuant to Article III hereof and all fees provided for in Section 2.09 and all other agency fees, syndication fees, arrangement fees, amendment fees, upfront fees, commitment fees, facility fees, unused fee, closing fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Administrative Agent or any Lender to third parties or for damages incurred by the Administrative Agent or any Lender or any other similar amounts or charges made to compensate the Administrative Agent or any such Lender for underwriting or administrative services and costs or losses performed or incurred,

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and to be performed or incurred by the Administrative Agent and/or the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. Any use by any Borrower Party of certificates of deposit issued by any Lender or other accounts maintained with any Lender has been and shall be voluntary on the part of such Borrower Party. All charges other than charges for the use of money shall be fully earned and nonrefundable when due.

Section 2.09Fees.

(a)Reserved.

(b)Fees. The Borrower shall, without duplication, pay to the Arrangers and the Administrative Agent the fees described in the Fee Letters in the amounts and at the times specified in the Fee Letters. Bank of America shall pay to the Lenders that portion of such fees paid to it by the Borrower that represent the upfront fees specified in the Fee Letters as being payable to such Lenders. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Section 2.10Computation of Interest and Fees; Retroactive Adjustments of Applicable Rates.

(a)All computations of fees and interest shall be made on the basis of actual days elapsed in, as applicable, (i) a 365 day year for Base Rate Loans and (ii) a 360 day year for Eurodollar Rate Loans (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid.

(b)If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall within five (5) Business Days and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period (after giving credit to any confirmed overpayments for prior periods determined in such restatement). This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08 or under Article VIII. The Borrower’s obligations under this paragraph shall survive termination of the Commitments and the repayment of all other Obligations hereunder for a period of two (2) years from the date of termination of the Commitments and the repayment of all the Obligations hereunder.

Section 2.11Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower Parties and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender

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and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, each of the Borrower Parties shall execute and deliver to such Lender (through the Administrative Agent) a Note, as applicable, which shall evidence such Lender’s Loans in addition to such accounts or records; provided that the Lenders hereby agree that the Administrative Agent shall be permitted to hold for their benefit each Note executed and delivered by the Co-Borrowers hereunder except to the extent that a Lender has specifically requested in writing that any such Note be delivered to it. The Administrative Agent or each Lender (as applicable) may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)Reserved.

Section 2.12Payments Generally.

(a)All payments to be made by any of the Borrower Parties shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by any Borrower Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b)If any payment to be made by any Borrower Party shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c)Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the applicable Borrower Party(ies) or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the applicable Borrower Party(ies) or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i)if any Borrower Party failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and

(ii)if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to any Borrower Party to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount to the Administrative

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Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower Parties, and the Borrower Parties shall pay such amount to the Administrative Agent, together with interest thereon (including any applicable “breakage” charges related thereto) for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower Parties may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

(d)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower Parties by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan.

(f)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Section 2.13Sharing of Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its applicable Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower Parties pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

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Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff (but subject to Section 10.09) and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Section 2.14Maturity Dates.

(a)Maturity Date for Facility. Subject to the provisions of clause (c) of this Section 2.14, the Borrower Parties shall, on December 2, 2021 (the “Maturity Date”), cause the Obligations (including, without limitation, all outstanding principal and interest on the Loans and all fees, costs and expenses due and owing under the Loan Documents) to be Fully Satisfied.

(b)Reserved.

(c)Satisfaction of Obligations Upon Acceleration. Notwithstanding anything contained herein or in any other agreement to the contrary, to the extent any of the Obligations are accelerated pursuant to the terms hereof (including, without limitation, Section 8.02), the Borrower Parties shall, immediately upon the occurrence of such acceleration, cause such accelerated Obligations to be Fully Satisfied.

Section 2.15Joint and Several Liability of Borrower Parties.

(a)Each of the Borrower Parties is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrower Parties and in consideration of the undertakings of each of the Borrower Parties to accept joint and several liability for the obligations of each of them under the Loan Documents.

(b)Each of the Borrower Parties jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower Parties with respect to the payment and performance of all of the Obligations as to which there is a Co-Borrower, it being the intention of the parties hereto that all of the Obligations as to which there is a Co-Borrower shall be the joint and several obligations of each of the Borrower Parties without preferences or distinction among them.

(c)If and to the extent that any of the Borrower Parties shall fail to make any payment with respect to any of the Obligations as to which there is a Co-Borrower hereunder as and when due after the expiration of all applicable grace or cure periods or to perform any of such Obligations in accordance with the terms thereof, then in each such event, the other Borrower Parties will make such payment with respect to, or perform, such Obligation.

(d)The obligations of each Borrower Party under the provisions of this Section 2.15 constitute full recourse obligations of such Borrower Party, enforceable against it to the full extent of its properties and assets.

(e)Except as otherwise expressly provided herein, each Co-Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or any Lender under or in respect of any of the Obligations hereunder, any requirement

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of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Co-Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent and/or Lenders at any time or times in respect of any default by any Borrower Party in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent and/or Lenders in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower Party. Without limiting the generality of the foregoing, each Co-Borrower assents to any other action or delay in acting or any failure to act on the part of the Administrative Agent or any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.15, afford grounds for terminating, discharging or relieving such Co-Borrower, in whole or in part, from any of its obligations under this Section 2.15, it being the intention of each Co-Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Co-Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Co-Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower Party, the Administrative Agent or any Lender. The joint and several liability of the Borrower Parties hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower Party, the Administrative Agent or any Lender.

(f)The provisions of this Section 2.15 are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrower Parties as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrower Parties or to exhaust any remedies available to it against any of the other Borrower Parties or to resort to any other source or means of obtaining payment of any of the Obligations, or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all the Obligations hereunder shall have been paid in full or otherwise indefeasibly Fully Satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent and/or Lenders upon the insolvency, bankruptcy or reorganization of any of the Borrower Parties, or otherwise, the provisions of this Section 2.15 will forthwith be reinstated and in effect as though such payment had not been made.

(g)Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, the obligations of each Borrower Party hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law.

(h)The Borrower, each Co-Borrower and each Guarantor (as applicable) shall have a right of contribution against any Co-Borrower designated as a “primary obligor” with respect to any portion of the Obligations to the extent the Borrower, any such Co-Borrower or Guarantor pays any portion of such Obligations; provided that the Borrower, Co-Borrowers and Guarantors shall have no such right of contribution or any right of subrogation, indemnity or reimbursement against the applicable Co-Borrower for amounts paid in connection with this Section 2.15(h) until such time as all of the Obligations have been indefeasibly Fully Satisfied.

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Section 2.16Reserved.

Section 2.17Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of the Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender and to the extent allocated to the repayment of principal shall not be considered outstanding under this Agreement, and each Lender irrevocably consents hereto. Nothing in this Section 2.17(a)(ii) shall be deemed to be a waiver of any rights of Borrower against a Defaulting Lender.

(iii)Certain Fees.

(A)Each Defaulting Lender shall be entitled to receive fees payable under Section 2.09(b) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of the outstanding principal amount of the Loans funded by it.

(B)Reserved.

(C)Reserved.

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(iv)Reserved.

(v)Reserved.

(b)Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares with respect to the Facility, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.18Appointment of Borrower as Agent for Borrower Parties. Each Borrower Party hereby appoints the Borrower to act as its exclusive agent for all purposes under this Agreement and the other Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of loans as described in Articles II and III hereof). Each Borrower Party (in such capacity) acknowledges and agrees that (a) the Borrower may execute such documents on behalf of all the Borrower Parties as the Borrower deems appropriate in its sole discretion and each Borrower Party (in such capacity) shall be bound by and obligated by all of the terms of any such document executed by the Borrower on its behalf, (b) any notice or other communication delivered by the Administrative Agent or any Lender hereunder to the Borrower shall be deemed to have been delivered to each Borrower Party and (c) the Administrative Agent and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the Borrower on behalf of the Borrower Parties (or any of them). Except as noted herein with respect to requests for Borrowings or the making of payments, the Borrower Parties must act through the Borrower for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein (except as noted herein with respect to requests for Borrowings or the making of payments), to the extent any provision in this Agreement requires any Borrower Party to interact in any manner with the Administrative Agent or the Lenders (other than through such Borrower Party’s execution and delivery of certain documents, agreements or instruments), such Borrower Party shall do so through the Borrower

Section 2.19Tax Driven Lease Transactions. Subject to the Loan Parties’ compliance with Section 7.14 of this Agreement, the Lenders agree that, for so long as any real property asset of the Combined Parties is subject to a Tax Driven Lease Transaction, such property shall be treated as being wholly-owned by the Loan Parties for all purposes under this Agreement. Furthermore, for so long as net cash received (whether in the form of interest on bonds or otherwise) in connection with any Tax Driven Lease Transaction equals the net cash paid (whether in the form of rent or otherwise) under the applicable Tax Driven Lease Transaction Documents, such amounts shall be disregarded for purposes of calculating the Consolidated Fixed Charge Coverage Ratio.

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

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Section 3.01Taxes.

(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)If any Loan Party or the Administrative Agent shall be required by the Code or the regulations promulgated thereunder to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code or applicable regulations promulgated thereunder, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii)If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)    Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent if the Administrative Agent has made payment thereof, timely reimburse it for the payment of, any Other Taxes.

(c)    Tax Indemnifications.

(i)Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties,

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interest and reasonable expenses arising therefrom or with respect thereto (other than any penalties, interest or other charges that are due to the gross negligence or willful misconduct of the Recipient as determined in a final, nonappealable judgment by a court of competent jurisdiction), provided that such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii)Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d)    Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e)    Status of Lenders; Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, on the Closing Date and at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

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Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(I)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II)    executed copies of IRS Form W-8ECI;

(III)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENE (or W-8BEN, as applicable); or

(IV)    to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BENE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign

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Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting and document requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f)    Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority other than any penalties, interest or other charges that are due to the gross negligence or willful misconduct of the Recipient requiring such payment as determined in a final, nonappealable judgment by a court of competent jurisdiction) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place

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the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.

(g)    Survival. Subject to Section 3.07, each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Section 3.02Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Parties shall, upon demand from such Lender (with a copy to the Administrative Agent), convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such conversion, the Borrower Parties shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan,

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the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the instruction of the Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof

Section 3.04Increased Cost; Reduced Return; Capital Adequacy; Reserves.

(a)    Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate);

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan) then, upon request of such Lender, the Borrower will (within fifteen (15) days of its receipt of any such request) pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

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(b)    Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will (within fifteen (15) days of its receipt of a request from a Lender) pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)    Certificates for Reimbursement. A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder, an explanation thereof and reasonable supporting information or evidence with respect thereto shall be conclusive in the absence of manifest error so long as such requests for compensation are made within ninety (90) days of incurrence. Any Person seeking compensation under this Article III shall, in connection with any such claim, provide both the Administrative Agent and the Borrower with a copy of the certificate and supporting information/evidence referenced in the previous sentence. In determining the compensation amount claimed, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

(d)    Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than ninety (90) days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninety (90) day period referred to above shall be extended to include the period of retroactive effect thereof).

Section 3.05Compensation for Losses. Within fifteen (15) days of demand by any Lender (with a copy to the Administrative Agent) from time to time, the Borrower Parties shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b)any failure by the Borrower Parties (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c)any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower Parties shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

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For purposes of calculating amounts payable by the Borrower Parties to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Section 3.06Mitigation Obligations; Replacement of Lenders.

(a)    Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)    Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a) in a way that eliminates the additional cost, the Borrower may replace such Lender in accordance with Section 10.16.

Section 3.07Survival. All of the Borrower Parties’ obligations under this Article III shall survive for a period of ninety (90) days following the date on which such obligations arise and shall, to the extent such ninety (90) day period has not run prior to the termination of the Commitments and repayment of all other Obligations hereunder, survive such termination of the Commitments and repayment of all other Obligations hereunder for the remainder of such ninety (90) day period.

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01Conditions of Initial Credit Extension. The occurrence of the Closing Date, the initial effectiveness of this Agreement and obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, (or such Loan Party’s sole or managing member, manager, development manager, general partner, or other comparable constituent entity), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

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(i)executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii)a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii)such Organization Documents and other certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of each Loan Party (or such Loan Party’s sole or managing member, manager, development manager, general partner, or other comparable constituent entity) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv)such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is validly existing, in good standing and qualified to engage in business in the jurisdiction of its incorporation or organization;

(v)the favorable opinions of King & Spalding LLP, counsel to the Loan Parties, and local counsel to the Loan Parties, acceptable to the Administrative Agent addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent, covering enforceability of the Loan Documents and other customary matters to be agreed upon;

(vi)a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the calculation of the Consolidated Leverage Ratio as of September 30, 2016;

(vii)a duly completed Compliance Certificate as of September 30, 2016, signed by a Responsible Officer of the Borrower; and

(viii)such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.

(b)Any fees required to be paid to the Administrative Agent, the Arrangers or any other Lender (whether pursuant to the Fee Letters or otherwise) on or before the Closing Date shall have been paid.

(c)Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs of the Administrative Agent as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(d)The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any other document furnished at any time under this Agreement, shall be true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the Closing Date.

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(e)No Default shall exist and be continuing as of the Closing Date.

(f)There shall not have occurred a material adverse change since December 31, 2015 in the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and its Consolidated Entities taken as a whole.

(g)There shall not exist any action, suit, investigation, or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to affect the Borrower, its Consolidated Entities or any transaction contemplated hereby, or that would reasonably be expected to have a Material Adverse Effect.

(h)The Borrower and its Consolidated Entities shall be in compliance with all existing financial obligations and Contractual Obligations, the failure to comply with which would reasonably be expected to have a Material Adverse Effect.

(i)The Existing Credit Agreement shall have been amended on terms and conditions acceptable to the Required Lenders (as such term is defined in the Existing Credit Agreement) to reflect certain changes essential for the indebtedness evidenced by the Existing Credit Agreement to be pari passu with the indebtedness evidenced by this Agreement and the other Loan Documents (such amendment being the “Revolver Amendment”).

(j)The Loan Documents must not violate any provision of applicable laws, constitutive documents, orders of any Governmental Authority, the provisions of any material agreement to which any Loan Party may be subject or result in the creation or imposition of any Lien on the assets or property of any Loan Party.

The occurrence of the Closing Date shall be confirmed by electronic mail or a written notice from the Administrative Agent to the Borrower on the Closing Date, and shall be conclusive evidence that the Administrative Agent and the Lenders have closed the Agreement as of such date.

Section 4.02Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a)The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under this Agreement, shall be true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)No Default or Event of Default shall exist, or would result from such proposed Credit Extension.

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(c)The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d)Any Co-Borrower requesting to receive such Credit Extension that has not previously executed and delivered a Co-Borrower Joinder Agreement, or that has previously been released as a Co-Borrower pursuant to Section 6.12 hereof, shall have executed and delivered a Co-Borrower Joinder Agreement, such other documents, instruments and agreements as may be reasonably required by Administrative Agent to evidence such Co-Borrower’s obligations hereunder in respect of the Facility, and such Notes as may be requested by the Lenders.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (d) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and the Lenders that:

Section 5.01Existence, Qualification and Power; Compliance with Laws. The Borrower and each Consolidated Entity (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents (if any) to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 5.02Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien (excluding, for the purposes of this Section 5.02, any Permitted Lien under clause (i) of the definition thereof)) under, (i) any Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

Section 5.03Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document except the filing of this Agreement with the Securities and Exchange Commission.

Section 5.04Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in

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accordance with its terms, except (i) that enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether in a proceeding at law or in equity.

Section 5.05Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in accordance with GAAP the financial condition of the Borrower and the Consolidated Entities (including the Consolidated Entities’ interest in the Unconsolidated Entities) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the applicable parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness as required by GAAP.

(b)With respect to every calendar quarter which ends subsequent to the Closing Date, the unaudited consolidated balance sheets of the Borrower and the Consolidated Parties (including the Consolidated Entities’ interest in the Unconsolidated Entities) dated as of the end of the most recently ended calendar quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the most recently ended calendar quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in accordance with GAAP the financial condition of the parties identified therein as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Section 5.06Litigation. Except as specifically disclosed in Schedule 5.06 (as amended by any Compliance Certificate or Request for Credit Extension containing supplemental information thereto), there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Consolidated Party or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, that are not covered by insurance and, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Section 5.07No Default. Neither the Borrower, nor any Consolidated Entity is in default under or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

Section 5.08Ownership of Property; Liens. The Borrower and each Consolidated Entity has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and the Consolidated Entities is subject to no Liens, other than Liens permitted by Section 7.01.

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Section 5.09Environmental Compliance. The Borrower and each Consolidated Entity conduct in the ordinary course of business in connection with the purchase of real estate a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on or with respect to such properties, and as a result thereof the Loan Parties have reasonably concluded that, except as specifically disclosed in Schedule 5.09 (as amended by any Compliance Certificate or Request for Credit Extension containing supplemental information thereto), any violation of such Environmental Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.10Insurance. The properties of the Borrower and each Consolidated Entity are insured with financially sound and reputable insurance companies not the Borrower, any Subsidiary of the Borrower, any Consolidated Entity, any Unconsolidated Entity or any Investment Entity, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Consolidated Entity operates.

Section 5.11Taxes. The Borrower and each Consolidated Entity have filed all Federal, state and other material tax returns and reports required to be filed unless an extension has been obtained, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. To the best of Borrower’s knowledge and belief, there is no proposed tax assessment against the Borrower or any Consolidated Entity that would, if made, have a Material Adverse Effect.

Section 5.12ERISA Compliance.

(a)Except as set forth on Schedule 5.12, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b)There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)(1) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

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Section 5.13Consolidated Entities; REIT Status. As of the Closing Date and as of the date of the last Compliance Certificate delivered pursuant to the terms of this Agreement, the Borrower had no Consolidated Entities other than those specifically disclosed in Part (a) of Schedule 5.13 and had no material equity investments in any other Unconsolidated Entity or Investment Entity other than those specifically disclosed in Part (b) of Schedule 5.13 (as amended by any Compliance Certificate containing supplemental information thereto). The Borrower qualifies as a REIT.

Section 5.14Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

(a)The Borrower Parties are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation T, U or X issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b)None of the Borrower Parties, any Person Controlling any of the Borrower Parties, or any Consolidated Entity is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.15Disclosure. Each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) as of the date thereof contains any material misstatement of material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made and taken as a whole, not misleading; provided that, with respect to projected financial information, the Borrower Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 5.16Compliance with Laws. The Borrower and each Consolidated Entity is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 5.17Intellectual Property; Licenses, Etc. The Borrower and each Consolidated Entity owns, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person except where such failure would not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Loan Parties, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Consolidated Entity infringes upon any rights held by any other Person except where such failure would not reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5.17, (as amended by any Compliance Certificate or Request for Credit Extension containing supplemental information thereto), no claim or litigation regarding any of the foregoing is pending or, to the

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best knowledge of the Loan Parties, threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.18Taxpayer Identification Number. The Borrower’s true and correct U.S. taxpayer identification number is set forth on Schedule 10.02.

Section 5.19Burdensome Agreements. No Loan Party is a party to any Negative Pledge that is prohibited under Section 7.09.

Section 5.20OFAC. Neither the Borrower, nor any of its Subsidiaries is, nor, to the knowledge of the Borrower and its Subsidiaries, is any director, officer, employee, agent, affiliate or representative thereof, an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions or (ii) included on OFAC’s List of Specifically Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.

Section 5.21Anti-Corruption and Anti-Money Laundering Laws. The Borrower and its Subsidiaries are, and to the knowledge of the Borrower and its Subsidiaries each of their directors, officers, employees, agents, affiliates and representatives is, in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption or anti-money laundering legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Section 5.22EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

ARTICLE VI
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each Loan Party shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Consolidated Entity to:

Section 6.01Financial Statements.

Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)as soon as available, but in any event within ninety (90) days after the end of each calendar year of the Borrower (commencing with the calendar year ending December 31, 2016), a consolidated balance sheet of the Borrower and the Consolidated Entities as at the end of such calendar year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such calendar year, setting forth in each case in comparative form the figures for the previous calendar year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant or accounting firm of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception, assumption or explanatory language or any qualification, exception, assumption or explanatory language as to the scope of such audit; and

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(b)as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) calendar quarters of each calendar year of the Borrower (commencing with the calendar quarter ending March 31, 2017), a consolidated balance sheet of the Borrower and the Consolidated Entities as at the end of such calendar quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such calendar quarter and for the portion of the Borrower’s calendar year then ended, setting forth in each case in comparative form the figures for the corresponding calendar quarter of the previous calendar year and the corresponding portion of the previous calendar year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and the Consolidated Entities in accordance with GAAP as of the date thereof, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02, the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.

Section 6.02Certificates; Other Information. Deliver to the Administrative Agent:

(a)concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event;

(b)concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;

(c)promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Consolidated Entity, or any audit of any of them;

(d)promptly after the same are available, copies of each annual report, proxy or financial statement or other material report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, or material periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and

(e)promptly, such additional data, certificates, reports, statements, documents or other information regarding the business, assets, liabilities, financial or corporate affairs, projected financial performance, operations or other matters pertaining to the Borrower or any Consolidated Entity, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have

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access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or another substantially similar electronic transmission system that is approved by the Borrower, such approval not to be unreasonably withheld, conditioned or delayed (the “Platform”), and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower, its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, that, to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.

Section 6.03Notices. Promptly notify the Administrative Agent and each Lender after a Responsible Officer becomes aware thereof:

(a)of the occurrence of any Default and the nature thereof;

(b)of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Consolidated Entity; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Consolidated Entity and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Consolidated Entity, including pursuant to any applicable Environmental Laws;

(c)of the occurrence of any ERISA Event; and

(d)of any material change in accounting policies or financial reporting practices by the Borrower or any Consolidated Entity.

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Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower Parties have taken and propose to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all material provisions of this Agreement and any other Loan Document that have been breached.

Section 6.04Payment of Obligations. Pay and discharge as the same shall become due and payable, (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Consolidated Entity; and (b) all lawful material claims which, if unpaid, would by law become a Lien (other than a Permitted Lien) upon its property, provided, however, such lawful claims may be contested in good faith in appropriate proceedings and as to which adequate reserves in accordance with GAAP shall have been established, but only so long as enforcement of any such claim has been stayed and so long as such proceedings could not subject any Lender to any civil or criminal penalty or liability.

Section 6.05Preservation of Existence, Etc. Except to the extent failure to do the same is not likely to result in a Material Adverse Effect: (i) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business; and (iii) preserve or renew all of its registered patents, trademarks, trade names and service marks and (b) cause the Borrower to, at all times during the term hereof, maintain its status as an Internal Revenue Service-qualified REIT.

Section 6.06Maintenance of Properties. Except to the extent failure to do the same is not likely to result in a Material Adverse Effect: (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof; and (c) use at least the standard of care typical in the industry in the operation and maintenance of its facilities.

Section 6.07Maintenance of Insurance. Maintain with financially sound and reputable insurance companies (provided that such companies shall not, in any case, be the Borrower, any Subsidiary of the Borrower, any Consolidated Entity, any Unconsolidated Entity or any Investment Entity), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than thirty (30) days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance.

Section 6.08Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

Section 6.09Books and Records.

(a)Maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Consolidated Entity, as the case may be; and

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(b)maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Consolidated Entity, as the case may be.

Section 6.10Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that neither the Administrative Agent nor any Lender shall take any action which would result in the interference with any tenant’s right to quiet enjoyment of the property subject to any lease during the term thereof; provided, further, that the Administrative Agent and each Lender agree to use reasonable efforts to share information among one another and to coordinate such inspections to minimize disruption for the Borrower; provided, further, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

Section 6.11Use of Proceeds. Use the proceeds of the Credit Extensions for working capital and other general purposes of the Borrower, Co-Borrowers and their respective Subsidiaries in the ordinary course of business.

Section 6.12Additional Guarantors; Creation of Co-Borrowers; Release of Co-Borrowers.

(a)Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that constitutes a Consolidated Entity during the calendar quarter that was just ended, to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement and such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that (A) a Consolidated Entity shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such Consolidated Entity (1) owns no Unencumbered Properties which are included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b) and (2) either (I) is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or (II) is not wholly-owned by the Borrower, or (III) is directly or indirectly wholly-owned by the Borrower and does not have a direct or indirect interest in unencumbered real property assets with an aggregate book value of greater than $50,000,000 (provided that the Consolidated Entities which are otherwise exempted from executing a Guarantor Joinder Agreement pursuant to this subclause (A)(III) shall not individually or in the aggregate have asset values at any time in excess of ten percent (10%) of the total value of Unencumbered Properties as such total value is reflected in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b) (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement)), (B)  in the event during any calendar quarter during the term of this Agreement, the Borrower or any Consolidated Entity creates or acquires a Domestic Subsidiary that has an asset value that exceeds five percent (5%) of the total value of Unencumbered Properties as such total value is reflected in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant

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contained in Section 7.11(b) (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b), the Borrower shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to clauses (i) and (ii) above within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and (C) to the extent a Consolidated Entity that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause (A) above no longer satisfies the criteria for exemption set forth therein and is required to be a Guarantor hereunder, such Consolidated Entity shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of clauses (i) and (ii) above. Notwithstanding the foregoing, the Borrower may nominate any Consolidated Entity to become a Guarantor of the Facility, and each such entity’s inclusion as a Guarantor of the Facility shall be subject to the terms and conditions otherwise set forth in this Section 6.12. Notwithstanding the terms of clause 6.12(a)(ii) above, the Administrative Agent shall have the right, in the exercise of its reasonable discretion, to waive the requirement that the Borrower provide an opinion of counsel with respect to a Consolidated Entity becoming a Guarantor hereunder for any Consolidated Entity that has aggregate assets of less than $50,000,000 and that does not represent more than two percent (2%) of the total value of all Unencumbered Properties.

(b)Provide to the Administrative Agent, to the extent the Borrower intends to qualify any then-existing Guarantor as a party entitled to directly borrow Loan funds pursuant to the terms hereof and to otherwise act as a Borrower Party in respect of the Facility for purposes of this Agreement (a “Co-Borrower”): (i) a written request to designate such Guarantor as a Co-Borrower of the Facility, (ii) a Co-Borrower Joinder Agreement executed by each of the Borrower and such Guarantor and (iii) Notes for each Lender executed by the proposed Co-Borrower; provided that:

(A)the materials required to be delivered pursuant to subclauses (i) and (ii) above may be delivered to the Administrative Agent concurrently with the materials causing the applicable Guarantor to initially qualify as a Guarantor pursuant to clause (a) above (it being understood that no Person may become a Co-Borrower unless it is first (or simultaneously becomes) a Guarantor and no Guarantor can become a Co-Borrower until such materials have been delivered);

(B)the Administrative Agent shall have the right to approve or reject the qualification of any proposed Co-Borrower subject to the following criteria:

(1)the Administrative Agent shall have the right to reject the qualification of any proposed Co-Borrower within five (5) Business Days of its receipt of the materials required above to the extent that any such materials delivered in connection with the qualification thereof are not, in the reasonable judgment of the Administrative Agent, complete, accurate or otherwise sufficient to cause such proposed Co-Borrower to be legally bound as a Borrower Party hereunder and shall, in connection with any rejection of a proposed Co-Borrower, deliver to the Borrower a written explanation of the grounds for such rejection; and

(2)in the absence of any rejection by the Administrative Agent pursuant to item (1) above, the qualification of the proposed Co-Borrower shall be effective as of the date occurring six (6) Business Days following the Administrative Agent’s receipt of all materials required to be delivered for qualification of a Co-Borrower pursuant to this clause (b); provided that, if the Administrative Agent, for

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any reason, ultimately rejects the qualification of a proposed Co-Borrower pursuant to the terms of this Section 6.12(b), the Administrative Agent shall, promptly upon the request of the Borrower, return to the Borrower the materials delivered pursuant to items (i), (ii) and (iii) of this Section 6.12(b);

(C)any Guarantor designated from time to time as a Co-Borrower hereunder shall, at all times (until released as a Co-Borrower hereunder) remain liable for all of the outstanding Obligations as a Co-Borrower, and, until released as a Guarantor, shall remain liable for all of the outstanding Obligations as a Guarantor; provided that release of a Person as a Co-Borrower hereunder shall not constitute the release of such Person as a Guarantor; and

(D)No Event of Default shall have occurred or be continuing at such time as a Guarantor is designated as a Co-Borrower hereunder and no Event of Default would result from such designation.

(c)Provide to the Administrative Agent, to the extent the Borrower intends to cause the release of any Co-Borrower from its qualification as a Co-Borrower hereunder (i) a written request for the release of the applicable Co-Borrower and (ii) a certification by the Borrower and such Co-Borrower that the applicable Co-Borrower shall remain bound by the terms and conditions of its Guarantor Joinder Agreement as a Guarantor of the Facility, and that, following its release as a Co-Borrower hereunder, it will remain liable as a Guarantor for all of the Obligations pursuant to the terms of Article XI hereof and that such Co-Borrower is not the “primary obligor” with respect to any then-outstanding Loans (or that such Loans are being repaid in connection with such requested release); provided that (A) any such request for release shall be effective as of the Business Day following the Administrative Agent’s receipt of the materials required pursuant to this clause (c); (B) the Administrative Agent and/or Lenders shall, upon the release of any Person as a Co-Borrower hereunder, return to the Borrower any Notes executed by the applicable Co-Borrower; (C) any Co-Borrower which is released as a Co-Borrower hereunder shall, immediately upon such release, resume its status as a Guarantor hereunder and remain subject to all of the terms and conditions set forth herein with respect to the Guarantors (including, without limitation, the provisions of Article XI hereof), and (D) the Administrative Agent shall, at the request of the Borrower, provide evidence of the release of any Co-Borrower in a form reasonably acceptable to the Borrower to the extent such release is permitted pursuant to this clause (c).

Section 6.13Anti-Corruption and Anti-Money Laundering Laws. Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption or anti-money laundering legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such laws.

ARTICLE VII
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, no Loan Party shall, nor shall it permit any Consolidated Entity to, directly or indirectly:

Section 7.01Liens. Create, incur, assume or suffer to exist any Lien (other than a Permitted Lien) upon (a) any of the Unencumbered Properties; provided that (i) mortgage Indebtedness with respect to such Unencumbered Properties may be incurred to the extent the underlying Indebtedness would not cause the Loan Parties to be in violation of any financial or other covenant contained herein (including, without

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limitation, those contained in Sections 7.03 or 7.11 hereof) and (ii) the parties hereto acknowledge that the incurrence of any such mortgage Indebtedness will cause the applicable Unencumbered Property to cease to qualify as such for purposes of this Agreement; or (b) any of its other property, assets or revenues, whether now owned or hereafter acquired, if the Indebtedness underlying such Lien would cause the Loan Parties to be in violation of Section 7.11(c) hereof.

Section 7.02Investments. Make any loan, advance or otherwise acquire evidences of Indebtedness, capital stock or other securities of any Person or otherwise make any Investment, except:

(a)Investments in, loans and advances to, or other acquisitions of evidences of Indebtedness or capital stock or other securities of the Borrower, any Consolidated Entity or any Unconsolidated Entity, and

(b)Investments in, loans and advances to, or other acquisitions of evidences of Indebtedness or capital stock or other securities of any Person if the same relate to real estate, interests in real estate or Persons involved in the ownership, investment, management, leasing, development or financing of real estate to the extent such Investment is in compliance with the limitations on assets that may be owned by real estate investment trusts and is consistent with Borrower’s business strategy;

provided that Borrower and its Consolidated Entities shall not make Investments in or loans or advances to, or acquire the capital stock of any Persons that would qualify as an Investment Entity if the aggregate amount thereof, together with amounts committed to be contributed or advanced to any other then-existing Investment Entities, exceeds $90,000,000.

Notwithstanding anything to the contrary contained in the foregoing, each of the Borrower and its Consolidated Entities may make investments of its working capital and other reserves in (i) cash, (ii) Cash Equivalents and (iii) money market mutual funds and other investments approved from time to time by the Administrative Agent in its discretion.

Section 7.03Indebtedness. Create, incur, assume or suffer to exist any Indebtedness for Money Borrowed:

(a)that is Unsecured Debt, except to the extent that:

(i)if such Indebtedness is new Indebtedness that did not exist as of the Closing Date, the Borrower and Consolidated Entities are in compliance with each of the financial covenants set forth in this Agreement both before and after giving effect to the incurrence of such Indebtedness; provided that, upon such incurrence, the Loan Parties shall be deemed to have (A) reaffirmed the representations and warranties set forth in Section 4.02(a) herein and (B) made a representation that no Default or Event of Default is in existence prior to or will result from such incurrence; and

(ii)the aggregate Unsecured Debt of the Loan Parties (including any requested or pending Credit Extension) is less than or equal to the difference between (A) the sum of (I) the Value of Income Producing Assets wholly owned by the Loan Parties that are Unencumbered Properties, multiplied by sixty percent (60%) plus (II) the Value of Non-Income Producing Assets wholly owned by the Loan Parties that are Unencumbered Properties and that are not Land Assets, Condominium Assets or Residential Assets, multiplied by sixty percent (60%), plus (III) the Value of Non-Income Producing Assets wholly owned by the Loan Parties that are Unencumbered Properties that are entitled residential Land Assets, Residential Assets or Condominium Assets (provided that the maximum amount of Condominium Assets included in such Value of Non-Income Producing Assets

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prior to being multiplied by the following percentage shall be $100,000,000), multiplied by fifty percent (50%), plus (IV) the sum of (a) the value of the items included in clause (a) of the definition of “Value of Liquid Assets” (which items are wholly owned by the Loan Parties and not encumbered other than by Permitted Liens described in clauses (a) or (b) of the definition thereof) multiplied by one hundred percent (100%), plus (b) the value of the items included in clauses (b) and (c) of the definition of “Value of Liquid Assets” (which items are wholly owned by the Loan Parties and not encumbered other than by Permitted Liens described in clauses (a) or (b) of the definition thereof) multiplied by fifty percent (50%), less (B) the sum of (I) the amount of incurred and outstanding secured Indebtedness that is recourse to the Borrower and/or Consolidated Entities (not including debt recourse to a single asset entity or customary recourse carve-outs relating to nonrecourse secured Indebtedness) in excess of ten percent (10%) of Total Assets, plus (II) the aggregate amount by which incurred and outstanding secured recourse Indebtedness (of the Borrower and/or Consolidated Entities) exceeds seventy-five percent (75%) of the cost of the underlying individual collateral (that are not Land Assets) securing such Indebtedness, plus (III) the aggregate amount by which incurred and outstanding secured recourse Indebtedness (of the Borrower and/or Consolidated Entities) exceeds fifty percent (50%) of the cost of the underlying individual Land Assets securing such Indebtedness; provided that (y) to the extent the sum of the amounts calculated pursuant to subclauses (A)(II), (A)(III) and (A)(IV) above constitutes more than twenty percent (20%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), such amount shall be reduced to the extent required to cause the amount calculated pursuant to such subclauses (A)(II), (A)(III) and (A)(IV) to equal twenty percent (20%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), and (z) to the extent the amount calculated pursuant to subclause (A)(III) above constitutes more than five percent (5%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), such amount shall be reduced to the extent required to cause the amount calculated pursuant to such subclause (A)(III) to equal five percent (5%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii); and

(b)that is Secured Debt that is recourse to the Borrower and/or Consolidated Entities (not including debt recourse to a single asset entity or customary recourse carve-outs relating to nonrecourse Secured Debt) except to the extent that such Secured Debt does not, as of any date of calculation, exceed an aggregate amount equal to twenty percent (20%) of Total Assets as of such date.

Section 7.04Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default or Event of Default exists or would result therefrom:

(a)any Consolidated Entity of the Borrower may merge with the Borrower, provided that the Borrower shall be the continuing or surviving Person, or any one or more other Consolidated Entities, provided that when any Guarantor or any Co-Borrower is merging with another Consolidated Entity of the Borrower, such Guarantor or Co-Borrower shall be the continuing or surviving Person or the surviving entity shall assume all guarantee obligations of the Guarantor and, if applicable, all obligations of such party as a Co-Borrower simultaneously with such merger;

(b)any Person may merge or consolidate with or into the Borrower; provided that (i) such action is not hostile, (ii) the Borrower shall be the continuing or surviving Person, (iii) the other entity or entities involved in such merger or consolidation are engaged in a line of business in which the Borrower is permitted to engage and (iv) after giving effect to such merger or consolidation, the Borrower shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.11;

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(c)any Guarantor may be dissolved if such Guarantor is being released from its Guaranty by the Administrative Agent pursuant to the terms of Section 9.11(d) hereof, and any other Consolidated Entity that is not a Loan Party may be dissolved if it ceases to hold material assets; and

(d)any Consolidated Entity of the Borrower may merge, dissolve, liquidate or consolidate with or into any other Person in connection with (i) any Investment permitted under Section 7.02, or (ii) any Disposition permitted under Section 7.05; provided, in each case, that (A) if the surviving entity is a Consolidated Entity of the Borrower, such Person shall become a Guarantor to the extent required by Section 6.12 and (B) after giving effect to such merger, dissolution, liquidation or consolidation, the Borrower shall be in compliance, on a pro forma basis, with Section 7.11 and (solely to the extent that in connection with any such merger, dissolution, liquidation or consolidation, the Borrower or any of the Consolidated Entities creates, incurs or assumes any Indebtedness for Money Borrowed) Section 7.03.

Section 7.05Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a)Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b)Dispositions of inventory in the ordinary course of business;

(c)Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d)Dispositions of property by any Consolidated Entity to the Borrower or to a wholly-owned Consolidated Entity of the Borrower or other Person that will be a Guarantor upon the completion of such Disposition; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; and

(e)Any other Dispositions by the Borrower and/or the Consolidated Entities; provided that (i) to the extent any such Disposition involves property with a value or purchase price in excess of $50,000,000, neither the Borrower nor any Consolidated Entity shall Dispose of such property unless the Borrower and Consolidated Entities are in compliance with the financial covenants set forth in this Agreement both before and after giving effect to such Disposition and upon the occurrence of such Disposition, the Loan Parties shall be deemed to have (A) reaffirmed the representations and warranties set forth in Section 4.02(a) herein and (B) subject to clause (ii) below, made a representation that no Default or Event of Default is in existence prior to or will result from such Disposition; (ii) except to the extent the Administrative Agent has provided written consent for such Disposition expressly noting the existence or projected existence of such Default or Event of Default, no Default or Event of Default shall exist as of the date of such Disposition or would result from such Disposition and (iii) to the extent such action would require that a Guarantor be released, the Administrative Agent has provided written consent of such release (which consent will not be withheld or unreasonably delayed to the extent a properly and fully completed Compliance Certificate is provided by the Borrower pursuant to and in accordance with subclause (i) above and such asset is the only material asset of the applicable Guarantor or such asset is the Capital Stock of such Guarantor).

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Section 7.06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment or Restricted Purchase, or incur any obligation (contingent or otherwise) to do so, except that:

(a)the Borrower may, during any taxable year, declare or make Restricted Payments if the Borrower’s Consolidated Leverage Ratio, as of the end of the preceding taxable year, is less than or equal to 0.60 to 1.00; provided, however, that, if the Borrower’s Consolidated Leverage Ratio is greater than 0.60 to 1.00 as of the end of any taxable year, the Borrower may, during the next taxable year, only declare or make Restricted Payments in an amount not to exceed the minimum amount required to maintain REIT status and to eliminate payments of federal and state income and excise taxes;

(b)the Consolidated Entities may make Restricted Payments to the Borrower and to any other Consolidated Entities (or in the case of the Operating Partnership or any non-wholly-owned Subsidiaries of the Borrower, to the Borrower or any Subsidiary of the Borrower that is a direct or indirect shareholder of the Operating Partnership or such non-wholly owned Subsidiary and to each other owner of Capital Stock of such Person on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests);

(c)the Borrower and the Consolidated Entities may make cash distributions to their respective shareholders or other owners for capital gains resulting from certain assets sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Code;

(d)any Consolidated Entity (other than the Borrower) may make payments to any partner, member or shareholder of such Person required to be made pursuant to any contractual obligations of such Person or the Organization Documents of such Person (other than distributions to the equity holders of the Borrower in their capacity as such); and

(e)so long as there does not exist at such time and would not be caused thereby, (i) an Event of Default under this Agreement, or (ii) any other Event of Default which has not been cured or waived by the Required Lenders within a period of ninety (90) days from the date that the Borrower knew or should have known of such Event of Default, the Borrower may make Restricted Purchases.

Section 7.07Reserved.

Section 7.08Transactions with Affiliates. Enter into any material transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Affiliate as would be obtainable by the Borrower or such Affiliate at the time in a comparable arm’s length transaction with a Person other than an Affiliate except for agreements which are direct cost or direct revenue pass-through in nature; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its Subsidiaries or between or among Subsidiaries of the Borrower.

Section 7.09Burdensome Agreements. Enter into or suffer to exist any Negative Pledge except for a Negative Pledge (i) contained in any agreement (A) evidencing Indebtedness which the Borrower or such Loan Party may create, incur, assume, or permit or suffer to exist under Section 7.03, (B) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and (C) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) contained in an Organization Document of an Unconsolidated Entity or a special purpose entity or vehicle which requires consent to, or places limitations on, the imposition of Liens on such Unconsolidated Entity’s or special purpose entity’s or vehicle’s assets or properties; (iii) imposed by law or by this Agreement; (iv) contained in agreements relating to the sale of a Subsidiary or assets pending such

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sale, provided such restrictions and conditions are customary and apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder; (v) contained in leases which restrict the assignment thereof by the lessee or (vi) contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents.

Section 7.10Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation T, U or X of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case, in violation of the provisions of Regulation T, U or X.

Section 7.11Financial Covenants.

(a)Shareholders’ Equity. Permit Shareholders’ Equity at any time to be less than the sum of (i) $1,614,900,000plus (ii) an amount equal to seventy percent (70%) of the amount of net cash proceeds received by the Borrower or any wholly-owned Consolidated Entity from the issuance of shares of capital stock, warrants, options or other equity securities of any class or character following the Closing Date (other than proceeds from (A) issuances to the Borrower or a wholly-owned Consolidated Entity or (B) an offering or other sale of equity securities used to redeem, purchase, defease, retire or refinance any outstanding equity securities).

(b)Consolidated Unencumbered Interest Coverage Ratio. Permit the Consolidated Unencumbered Interest Coverage Ratio (as calculated as of the end of each calendar quarter of the Borrower based on the information provided pursuant to Section 6.01 hereof) to be less than 2.00 to 1.00.

(c)Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during the term hereof to be greater than 0.60 to 1.00.

(d)Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio (as of the end of any calendar quarter of the Borrower based on the information provided pursuant to Section 6.01 hereof) to be less than 1.50 to 1.00.

Section 7.12Prepayment of Other Indebtedness, Etc. If any Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, (a) amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse in any material respect to such Person or to the Lenders, (b) shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (c) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange with respect thereto.

Section 7.13Organization Documents; Subsidiaries. Permit any Loan Party to (a) amend, modify, waive or change its Organization Documents in a manner materially adverse to the Lenders or in a manner that permits any Person (other than Thomas G. Cousins) to, at any time, own more than twenty-five percent (25%) of the voting equity securities of the Borrower, or (b) create, acquire or permit to exist or permit or cause any of their Subsidiaries to create, acquire or permit to exist, any Foreign Subsidiaries, except

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to the extent that the assets held in such Foreign Subsidiaries constitute less than ten percent (10%) of Total Assets.

Section 7.14Tax Driven Lease Transactions. Until any real property asset of the Combined Parties that is subject to a Tax Driven Lease Transaction has been repurchased by a Loan Party as provided in the applicable Tax Driven Lease Transaction Documents, without the prior written consent of the Required Lenders, modify or amend any Tax Driven Lease Transaction Documents, or any other agreement related thereto, in any manner that would (i) cause a change in the accounting treatment of such Tax Driven Lease Transaction under GAAP, (ii) adversely affect the ability of any Combined Party to repurchase any property of the Combined Parties that is subject to a Tax Driven Lease Transaction for nominal consideration or (iii) otherwise cause such transaction to not meet the terms of the definition of Tax Driven Lease Transactions.

Section 7.15OFAC. Fail to comply with the laws, regulations and executive orders referred to in Section 5.20 or directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or, to the knowledge of any Loan Party, in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, or otherwise) of Sanctions.

Section 7.16Anti-Corruption and Anti-Money Laundering Laws. Directly or indirectly use the proceeds of any Credit Extension for any purpose which would cause the Borrower or its Subsidiaries to not be in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar anti-corruption or anti-money laundering legislation in other jurisdictions.

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

Section 8.01Events of Default. Any of the following shall constitute an Event of Default:

(a)Non-Payment. Any Borrower Party or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan at maturity, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any fee due hereunder, or (iii) within ten (10) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b)Specific Covenants. The Borrower (or, if applicable, any Borrower Party) fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03,6.05, 6.10, 6.11 or 6.12 or Article VII; or

(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after receipt of notice by the Loan Parties; or

(d)Representations and Warranties. Any representation, warranty or certification made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

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(e)Cross-Default.

(i)Any Loan Party or any Consolidated Entity (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any recourse Indebtedness for Money Borrowed or Monetized Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (excluding undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness for Money Borrowed or Monetized Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs and (C) all applicable grace and/or cure period with respect to such Indebtedness for Money Borrowed has expired, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness for Money Borrowed or the beneficiary or beneficiaries of such Monetized Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness for Money Borrowed to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness for Money Borrowed to be made, prior to its stated maturity, or such Monetized Guarantee to become payable or cash collateral in respect thereof to be demanded; or

(ii)there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Consolidated Entity is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Consolidated Entity is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by any Loan Party or such Consolidated Entity as a result thereof is greater than the Threshold Amount; or

(f)Insolvency Proceedings,Etc. Any Loan Party or any Consolidated Entity institutes or consents to the institution of any proceeding against it under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; provided that this Section 8.01(f) shall not apply to Cousins/Meyers II, LLC; or

(g)Inability to Pay Debts; Attachment. Any Loan Party or any Consolidated Entity admits in writing its inability or otherwise fails generally to pay its debts as they become due; provided that this Section 8.01(g) shall not apply to Cousins/Meyers II, LLC; or

(h)Judgments. There is entered against any Loan Party or any Consolidated Entity (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings

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are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA. (i)  An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j)Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect with respect to any Loan Party; or any Loan Party other than the Administrative Agent or one of the Lenders contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k)Change of Control. There occurs any Change of Control with respect to the Borrower.

Section 8.02Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower Parties;

(c)[reserved]; and

(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to any of the Borrower Parties under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Administrative Agent or any Lender.

Section 8.03Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

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First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders, in proportion to the respective amounts described in this clause Fourth held by them;

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE IX
ADMINISTRATIVE AGENT

Section 9.01Appointment and Authorization of Administrative Agent.

(a)Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)Reserved.

Section 9.02Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Section 9.03Liability of Administrative Agent. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or

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any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04Reliance by Administrative Agent.

(a)The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b)For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 9.05Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default”. The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that, unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that

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no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower Parties and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Parties and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Section 9.07Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower Parties. The undertaking in this Section shall survive termination of the Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Section 9.08Administrative Agent in its Individual Capacity. Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America

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shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

Section 9.09Successor Administrative Agent. The Administrative Agent may be removed at the written direction of the Required Lenders to the extent the Administrative Agent is shown to be grossly negligent in the performance of its material obligations and/or duties hereunder or to have engaged in willful misconduct in the performance of such obligations and/or duties. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns or is otherwise removed under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, conditioned or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders (and, in the case of a removal of the Administrative Agent, with the consent of the Borrower, such consent not to be unreasonably withheld, conditioned or delayed). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated without any other or further act or deed on the part of any other Lender. After any retiring or removed Administrative Agent’s resignation or removal (as applicable) hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring or removed Administrative Agent’s notice of resignation or its removal by the Lenders, the retiring/removed Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Section 9.10Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 2.09 and Section 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11Guaranty/Borrower Party Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Guarantor from its obligations under the Guaranty if:

(a)(i) such Person is the subject of or enters into a Disposition pursuant to Section 7.05(e) hereof, (ii) the Administrative Agent receives a Compliance Certificate with respect to such Disposition, (iii) such Compliance Certificate is properly and fully completed pursuant to and in accordance with Section 7.05(e)(i) and (iv) the asset subject to such Disposition is the only asset of the applicable Guarantor or is the Capital Stock of such Guarantor;

(b)(i) such Person enters into mortgage Indebtedness that is permitted by Section 7.01(a) hereof and the terms of such mortgage Indebtedness prohibit such Person from being a Guarantor hereunder, (ii) the Administrative Agent receives a Compliance Certificate with respect to such mortgage Indebtedness demonstrating compliance with the requirements of Section 7.01(a)(i) hereof and (iii) the asset being subject to such mortgage Indebtedness is the only asset of the applicable Guarantor;

(c)such Person otherwise ceases to be a Consolidated Entity as a result of a transaction permitted hereunder;

(d)such Guarantor, following any transaction not prohibited by the terms of this Agreement, ceases to hold any material assets; or

(e)the Borrower obtains a Debt Rating of at least BBB- from S&P or Baa3 from Moody’s and provides the Administrative Agent written evidence (in form and substance satisfactory to the Administrative Agent) thereof in accordance with the terms of Section 11.08.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. The Administrative Agent shall, at the request of the Borrower, consent to the release of any Guarantor hereunder or otherwise provide evidence of such release reasonably acceptable to the Borrower to the extent such release is permitted pursuant to clauses (a), (b), (c) or (d) above.

The Lenders further irrevocably authorize the Administrative Agent to qualify, reject the qualification of and permit the release of Co-Borrowers in accordance with the provisions of Sections 6.12(b) and (c) hereof.

Section 9.12Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “managing agent,” “co-agent,” “bookrunner,” “book manager,” “lead manager,” “arranger,” “lead

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arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE X
MISCELLANEOUS

Section 10.01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Parties or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Parties or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)waive any condition set forth in (i) Section 4.01(a) without the written consent of each Lender and (ii) without limiting the generality of clause (a)(i) preceding, Section 4.02 as to any Credit Extension under the Facility without the written consent of the Required Lenders;

(b)extend or increase the Commitment of any Lender (or reinstate any Commitment of any Lender terminated pursuant to Section 8.02) without the written consent of such Lender;

(c)postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest or fees due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d)reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Parties to pay interest at the Default Rate;

(e)change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(f)change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(g)except as expressly provided in this Agreement or the other Loan Documents, release any Guarantor from the Guaranty without the written consent of each Lender;

(h)waive any Event of Default based on a failure to pay principal, interest or fees due hereunder (as referenced in Section 8.01(a)) without the written consent of each Lender;

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(i)permit the Borrower or any Borrower Party to assign any of its obligations hereunder, except in accordance with Section 10.07(a) hereof without the written consent of each Lender; or

(j)impose any greater restriction on the ability of any Lender under the Facility to assign any of its rights or obligations hereunder without the written consent of the Required Lenders;

(k)and, providedfurther, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) pursuant to the terms of Section 11.08, the Administrative Agent and the Borrower may enter into amendments as necessary to give effect to such Section and the termination of the obligations of the Guarantors set forth in Article XI; (iii) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, as applicable (but not in contravention of Section 10.01(d) above with respect to fees payable to any Lender), and (v) if the Existing Credit Agreement is not amended within ten (10) Business Days of the Closing Date, or such reasonable additional period of time as Administrative Agent shall permit in its sole discretion, to permit a release of the Guarantors in substantially the form of Section 11.08, then the Borrower and the Administrative Agent may enter into an amendment removing Section 11.08 and any references to the release of the Guarantors pursuant to Section 11.08. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders) for so long as such Lender is a Defaulting Lender, except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Section 10.02Notices and Other Communications; Facsimile Copies.

(a)General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed certified or registered mail, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Borrower, any other Borrower Party, any Guarantor, or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower and the Administrative Agent.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent

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(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). Notwithstanding the foregoing, notices relating to Defaults, Events of Default or the exercise of remedies hereunder shall only be delivered by hand (and signed for by a Person at the offices of or the mail facilities used by the Borrower), overnight courier service or certified or registered mail.

(b)Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower Party, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, or any other electronic platform that is approved by the Borrower, such approval not to be unreasonably withheld, conditioned or delayed, or any electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower Party, any Lender, or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(e)Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower or any other Borrower Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower Parties shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses

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and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower or any other Borrower Party. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

(f)Change of Address,Etc. Each of the Borrower and the Administrative Agent, may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities Laws.

Section 10.03No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 10.04Attorney Costs, Expenses and Taxes. The Borrower Parties agree (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents in connection with an Event of Default (including all such reasonable costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender in connection with an Event of Default. All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

Section 10.05Indemnification and Waiver of Consequential Damages by the Borrower.

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(a)Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower Parties shall indemnify and hold harmless each Agent-Related Person, each Lender and each of their respective Affiliates and their respective partners, trustees, administrators, managers, advisors, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with or as a result of (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Consolidated Entity or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Consolidated Entity or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) such Indemnitee’s gross negligence or willful misconduct, (ii) a material breach by such Indemnitee of its obligations under this Agreement or (iii) disputes solely among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent or an Arranger or any similar role under this Agreement) and not arising out of or involving any act or omission of the Borrower or any of its Subsidiaries or Affiliates (including its officers, directors, employees or controlling persons). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or any other similar information transmission system that is approved by the Borrower, such approval not to be unreasonably withheld, conditioned or delayed, or any electronic messaging service in connection with this Agreement, nor shall any Indemnitee or any party to this Agreement have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.05 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. Without limiting the provisions of Section 3.01(c), this Section 10.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b)Waiver of Consequential Damages. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Lender shall assert, and each of them hereby waives any claim against any Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or

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actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Section 10.06Payments Set Aside. To the extent that any payment by or on behalf of any Borrower Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Section 10.07Successors and Assigns.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void), or (iv) to an SPC in accordance with the provisions of subsection (g) of this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under the Facility and the Loans at the time owing to it under the Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the

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Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $10,000,000 in the case of any assignment in respect of the Facility unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed (such consent to be deemed to have been given following five (5) Business Days of Borrower’s receipt of a written request for such assignment in the event that Borrower has not provided written notice to Administrative Agent that Borrower does not consent to the applicable assignment)); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed (such consent to be deemed to have been given following five (5) Business Days of Borrower’s receipt of a written request for such assignment in the event that Borrower has not provided written notice to Administrative Agent that Borrower does not consent to the applicable assignment)) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund (unless the addition of such Lender, Affiliate of Lender or Approved Fund will, as of the effective date of such assignment, make the Borrower Parties liable for payment of additional amounts under Article III hereof that are not otherwise payable to the assignor);

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Loan to a Person not a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender;

(C)[reserved]; and

(D)[reserved].

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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(v)No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).

(vi)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its applicable Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request and return of a Note being replaced, cancelled or marked replaced, the Borrower and Co-Borrowers (at their expense), as applicable, shall execute and deliver a Note to the assignee Lender (provided that the Co-Borrowers shall deliver their Notes to the Administrative Agent absent a specific request by a Lender for its respective Note). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower Parties (and such agency being only for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower Parties, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender

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hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower Parties or the Administrative Agent, sell participations to any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Parties, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.05 without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release any Guarantor from the Guaranty to which it is a party. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time without need for any consent pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)Electronic Execution of Assignments. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this

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Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

(g)Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

Section 10.08Confidentiality. Each of the Administrative Agent and the Lenders for themselves, their Affiliates and Agent Related Persons, agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and its and its Affiliates’ respective partners, directors, officers, employees, agents, accountants, attorneys, advisors and representatives who need to know the Information in connection with the transactions contemplated by this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) and who will use such Information only in connection with the transactions contemplated by this Agreement; (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties

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(including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that, prior to making any such disclosure (other than to a banking regulator or auditor), such Person shall endeavor in the ordinary course of business to promptly notify the Borrower in writing so that the Borrower may seek an appropriate protective order (notwithstanding the foregoing, should such Person fail to notify Borrower, such person shall have no liability to Borrower or any other Loan Party); (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the National Association of Insurance Commissioners or any other similar organization having jurisdiction over such Lender. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section, “Information” means all information received from the Borrower or any of its Consolidated Entities relating to the Borrower or any Combined Party or Investment Entity or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis as described above prior to disclosure by the Borrower or any Combined Party or Investment Entity; provided that, in the case of information received from the Borrower or any Combined Party after the date hereof, except as expressly noted thereon, all financial information or other information relating to any proposed transactions of the Borrower, any Combined Party, any Investment Entity or any of the Borrower’s Affiliates shall be considered confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 10.09Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default after obtaining the prior written consent of the Administrative Agent, each Lender, and each of their respective Affiliates that is a party to a Swap Contract with a Loan Party is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties, and each Loan Party hereby grants a security interest in all such deposits and indebtedness to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and,

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pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Section 10.10Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower Parties. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 10.12Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.13Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension (unless such notice has been received from the Borrower in writing), and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

Section 10.14Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing

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provisions of this Section 10.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 10.15Reserved.

Section 10.16Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto , then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.07(b);

(b)subject to Section 2.17, such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d)such assignment does not conflict with applicable Laws; and

(e)in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 10.17Governing Law.

(a)THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF GEORGIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF GEORGIA SITTING IN FULTON COUNTY OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH

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OF THE BORROWER, THE OTHER BORROWER PARTIES, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER, THE OTHER BORROWER PARTIES, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH OF THE BORROWER, THE OTHER BORROWER PARTIES, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

Section 10.18Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.19No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, and the Lenders on the other hand, and the Borrower and each other Loan Party is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent and each Arranger is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors (other than acting as Administrative Agent for the Lenders hereunder) or employees or any other Person; (iii) neither the Administrative Agent nor any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Arranger has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent, the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the

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other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) neither the Administrative Agent nor any Arranger has provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower and the other Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty.

Section 10.20USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies such Borrower Party, which information includes the name and address of such Borrower Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower Party in accordance with the Act.

Section 10.21Attorneys’ Fees. As used in this Agreement and in the other Loan Documents, “reasonable” attorneys’ fees of the Administrative Agent’s, any Lender’s or any other Person’s counsel shall mean the actual fees of such Person’s counsel billed at standard hourly rates of such counsel, computed without regard to any percentage of principal and interest as provided in O.C.G.A. § 13-1-11(a)(2).

Section 10.22Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

ARTICLE XI
GUARANTY

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Section 11.01The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with respect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts entered into in connection with the Loans: (a) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law; and (b) the Obligations being guaranteed by each Guarantor pursuant to this Article XI shall exclude all Excluded Swap Obligations of such Guarantor.

Section 11.02Obligations Unconditional. The obligations of the Guarantors under Section 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or Swap Contracts entered into in connection with the Loans, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance (other than payment) whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower Party or any other Guarantor for amounts paid under this Article XI until such time as the Obligations have been Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

(a)at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(b)any of the acts mentioned in any of the provisions of any of the Loan Documents, any Swap Contract entered into in connection with the Loans between any Consolidated Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such Swap Contracts shall be done or omitted;

(c)the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Swap Contract entered into in connection with the Loans between any Consolidated Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such

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Swap Contracts shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;

(d)any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or

(e)any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever except as required by the Loan Documents, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Swap Contract entered into in connection with the Loans between any Consolidated Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such Swap Contracts, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Section 11.03Reinstatement. The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each Lender within fifteen (15) days of demand for all reasonable costs and expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

Section 11.04Certain Additional Waivers. Each Guarantor further agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 11.02 and through the exercise of rights of contribution pursuant to Section 11.06. Each Guarantor hereby expressly waives the benefits of O.C.G.A. Section 10-7-24.

Section 11.05Remedies. The Guarantors agree that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 8.02) for purposes of Section 11.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01. The Guarantors acknowledge and agree that to the extent their obligations hereunder become secured, the Lenders may exercise their remedies thereunder in accordance with the terms of the applicable security documents.

Section 11.06Rights of Contribution. The Guarantors hereby agree as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution from each other Guarantor in accordance with applicable Law. Such contribution rights shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been indefeasibly Fully Satisfied,

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and none of the Guarantors shall exercise any such contribution rights until the Obligations have been indefeasibly Fully Satisfied.

Section 11.07Guarantee of Payment; Continuing Guarantee. The guarantee in this Article XI is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

Section 11.08Release of Guarantors.

(a)So long as no Default or Event of Default then exists, the obligations of the Guarantors set forth in this Article XI shall terminate (other than as to obligations that are stated to survive such termination) automatically and without further action if the Borrower obtains a Debt Rating of at least BBB- from S&P or Baa3 from Moody’s and Borrower provides the Administrative Agent with written evidence (in form and substance satisfactory to the Administrative Agent) thereof.

(b)At such time as the Borrower delivers satisfactory evidence of its Debt Rating pursuant to Section 11.08(a), the Borrower and the Administrative Agent shall execute a release of the Guarantors from their obligations under this Agreement pursuant to the terms of such Section. Subsequent to such release, the Borrower shall not be required to have Consolidated Entities join as Guarantors under Section 6.12(a) of this Agreement.

[REMAINDER OF PAGE LEFT BLANK –

SIGNATURE PAGES, SCHEDULES AND EXHIBITS FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER: COUSINS PROPERTIES INCORPORATED,

a Georgia corporation

By:/s/Gregg D. Adzema    

Name:    Gregg D. Adzema

Title:        Executive Vice President and

Chief Financial Officer

CO-BORROWER: COUSINS PROPERTIES LP,

a Delaware limited partnership

By:/s/Gregg D. Adzema    

Name:    Gregg D. Adzema

Title:        Executive Vice President

GUARANTORS: 1230 PEACHTREE ASSOCIATES LLC,

COUSINS NORTHPARK 400 LLC,

COUSINS NORTHPARK 500/600 LLC,

COUSINS RESEARCH PARK V LLC,

COUSINS AVALON LLC,

COUSINS SPRING & 8^TH STREETS LLC,

DC CHARLOTTE PLAZA INVESTMENT LLC,

COUSINS VICTORY INVESTMENT, LLC,

COUSINS DECATUR DEVELOPMENT LLC,

COUSINS CH HOLDINGS LLC,

COUSINS CH INVESTMENT LLC,

COUSINS SPRING & 8^TH STREETS PARENT LLC,

COUSINS TRS SERVICES LLC,

each a Georgia limited liability company

By:    /s/Gregg D. Adzema_______________________

Name:    Gregg D. Adzema

Title:    Executive Vice President and

Chief Financial Officer

Cousins Term Loan Agreement Signature Page

COUSINS FORUM, LLC,

COUSINS TOWER PLACE 200, LLC,

COUSINS 214 N. TRYON, LLC,

COUSINS 550 SOUTH CALDWELL, LLC,

COUSINS 222 S. MILL, LLC,

COUSINS FUND II ORLANDO I, LLC,

COUSINS ONE CAPITAL CITY PLAZA, LLC,

COUSINS LINCOLN PLACE, LLC,

COUSINS TAMPA SUB, LLC,

COUSINS INTERNATIONAL PLAZA I, LLC,

COUSINS INTERNATIONAL PLAZA II, LLC,

COUSINS INTERNATIONAL PLAZA III, LLC,

COUSINS OOC OWNER LLC,

each a Delaware limited liability company

By:    /s/Gregg D. Adzema        

Name:    Gregg D. Adzema

Title:    Executive Vice President and

Chief Financial Officer

CP 2100 ROSS LLC,

CPI 191 LLC,

ONE NINETY ONE PEACHTREE ASSOCIATES, LLC,

COUSINS 777 MAIN STREET LLC,

each a Georgia limited liability company

By:    Cousins Properties Incorporated, a Georgia

corporation, as sole member

By: /s/Gregg D. Adzema    

Name:    Gregg D. Adzema

Title:    Executive Vice President and

Chief Financial Officer

COUSINS FTC HOLDING LLC,

a Georgia limited liability company

By:    Cousins Properties Incorporated, a Georgia

corporation, as sole member

By: /s/Gregg D. Adzema    

Name:    Gregg D. Adzema

Title:    Executive Vice President and

Chief Financial Officer

Cousins Term Loan Agreement Signature Page

LENDERS/AGENTS:

JPMORGAN CHASE BANK, N.A.,

individually in its capacity as a Lender and

as Syndication Agent

By:    /s/Paul Choi        

Name:    Paul Choi

Title:    Executive Director

Cousins Term Loan Agreement Signature Page

BANK OF AMERICA, N.A.,

individually in its capacity as a Lender and as Administrative Agent

By:    /s/Michael J. Kauffman        

Name:    Michael J. Kauffman

Title:    Vice President

Cousins Term Loan Agreement Signature Page

SUNTRUST BANK,

individually in its capacity as a Lender and

as a Co-Documentation Agent

By:    /s/Nick Preston        

Name:    Nick Preston

Title:    Vice President

Cousins Term Loan Agreement Signature Page

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By:    /s/Matthew Ricketts        

Name:    Matthew Ricketts        

Title:    Managing Director        

Cousins Term Loan Agreement Signature Page

PNC BANK, NATIONAL ASSOCIATION,

individually in its capacity as a Lender and

as a Co-Documentation Agent

By:    s/Zachary Herd        

Name:    Zachary Herd

Title:    AVP

Cousins Term Loan Agreement Signature Page

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:    /s/J. Lee Hord        

Name:    J. Lee Hord_ ____________________________

Title:    Senior Vice President        

Cousins Term Loan Agreement Signature Page

MORGAN STANLEY BANK, N.A.,

as a Lender

By:    /s/Michael King_________________________

Name:    Michael King    

Title:    Authorized Signatory        

Cousins Term Loan Agreement Signature Page

FIRST TENNESSEE BANK NATIONAL ASSOCIATION,

as a Lender

By:    /s/Tyrus J. Treadwell        

Name:    Tyrus J. Treadwell        

Title:    Vice President        

Cousins Term Loan Agreement Signature Page

SCHEDULE 1.1(b)

INVESTMENT ENTITIES

Charlotte Gateway Village, LLC

TRG Columbus Development Venture, Ltd

TGR Land, L.P. (Temco investment entity)

TGR Golf, L.P. (Temco investment entity)

Schedule 1.1(b)

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SCHEDULE 2.01(a)

COMMITMENTS AND PRO RATA SHARES

Lender	Commitment	Pro Rata Share
JPMorgan Chase Bank, N.A.	$40,000,000.00	16.00%
Bank of America, N.A.	$40,000,000.00	16.00%
SunTrust Bank	$40,000,000.00	16.00%
PNC Bank, National Association	$40,000,000.00	16.00%
Wells Fargo Bank, National Association	$25,000,000.00	10.00%
U.S. Bank National Association	$25,000,000.00	10.00%
Morgan Stanley Bank, N.A.	$25,000,000.00	10.00%
First Tennessee Bank National Association	$15,000,000.00	6.00%
Total	$250,000,000.00	100.00%

Schedule 2.01(a)

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SCHEDULE 5.06

LITIGATION

NONE.

Schedule 5.06

83862495

SCHEDULE 5.09

ENVIRONMENTAL MATTERS

NONE.

Schedule 5.09

83862495

SCHEDULE 5.12

ERISA MATTERS

NONE.

Schedule 5.12

83862495

SCHEDULE 5.13

CONSOLIDATED ENTITIES AND OTHER EQUITY INVESTMENTS

IN UNCONSOLIDATED ENTITIES AND INVESTMENT ENTITIES

Part (a).        Consolidated Entities.

Cousins Aircraft Associates, LLC

Cousins/Myers II, LLC

Cousins, LLC

Cousins Properties Waterview LLC

Cedar Grove Lakes, LLC

Pine Mountain Ventures, LLC

New Land Realty, LLC

Cousins Properties Services LLC

CP Venture Three LLC

CREC Property Holdings LLC

C/W King Mill I, LLC

King Mill Project I, LLC

Cousins King Mill, LLC

Cousins Jefferson Mill, LLC

Cousins Properties Palisades, LLC

IPC Investments LLC

Cousins San Jose MarketCenter LLC

CPI 191 LLC

Sono Renaissance, LLC

CP Lakeside 20 GP, LLC

CP Lakeside Land GP, LLC

CP Texas Industrial, LLC

Blalock Lakes, LLC

CS Lakeside Land Limited, LLLP

CS Lakeside 20 Limited, LLLP

CCD 10 Terminus Place, LLC

One Ninety One Peachtree Associates LLC

Cousins Tiffany Springs MarketCenter LLC

1230 Peachtree Associates LLC

CUZWAT Investments, LLC

C S Lancaster LLC

250 Williams Street LLC

250 Williams Street Manager LLC

Cousins Research Park V LLC

CP-Forsyth Investments LLC

CP-Tiffany Springs Investments LLC

CPI Development Inc.

Meridian Mark Plaza, LLC

50 Biscayne Venture, LLC

Cousins/Callaway, LLC

Callaway Gardens Realty, LLC

Handy Road Associates, LLC

Schedule 5.13

83862495

Mahan Village LLC

Cousins Terminus LLC

CP 2100 Ross, LLC

Cousins 3^rd & Colorado LLC

Cousins La Frontera LLC

Cousins 777 Main Street LLC

Cousins 816 Congress LLC

191 Peachtree Project LLC

Cousins 800 Post Oak LLC

Cousins Northpark 400 LLC

Cousins Northpark 500/600 LLC

Cousins FTC Holding LLC

Cousins FTC Charlotte LP

Cousins FTC Manager LLC

CPI Services LLC

Cousins TRS Services LLC

Cousins Decatur Development LLC

Cousins Victory Investment LLC

Cousins CH Holdings LLC

Cousins CH Investment LLC

Cousins Spring & 8^th Streets LLC

Cousins Spring & 8^th Streets Parent LLC

Cousins Avalon LLC

DC Charlotte Plaza Investment LLC

DC Charlotte Plaza Manager LLC

Cousins Acquisitions Entity LLC

Cousins Colorado Investor LLC

Cousins Colorado Land LLC

Cousins Employees LLC

Cousins Properties Sub, Inc.

Cousins Properties LP

Cousins Forum, LLC

Cousins TBP, LLC

Cousins Tower Place 200 LLC

Cousins 214 N. Tryon, LLC

Cousins 550 South Caldwell, LLC

Cousins Forum Note LLC

Cousins Finance AZ, LLC

Cousins Carlton, LLC

Cousins 222 S. Mill, LLC

Cousins 40867 Lake Forest, LLC

Cousins Fund II Orlando II, LLC

Cousins Fund II Tampa II, LLC

Cousins Fund II Tampa III, LLC

Cousins International Plaza V Land, LLC

Cousins International Plaza VI Land, LLC

Cousins Realty Services, LLC

Cousins SUSP, LLC

Cousins International Plaza I, LLC

Schedule 5.13

83862495

Cousins International Plaza II, LLC

Cousins International Plaza III, LLC

Cousins Austin Partner, LLC

Cousins Austin, LLC

Cousins-Austin Portfolio Holdings, LLC

Cousins- San Jacinto Center Mezzanine, LLC

Cousins – San Jacinto Center LLC

Cousins – One Congress Plaza Mezzanine, LLC

Cousins – One Congress Plaza, LLC

Cousins Master TRS Austin Amenities, LLC

Cousins Lincoln Place Holdings LLC

Cousins Lincoln Place LLC

Cousins Deerwood LLC

FDG Deerwood South LLC

FDG Deerwood North LLC

Cousins OOC LLC

PKY OOC GP, LLC

PKY OOC I LP, LLC

PKY OOC II LP, LLC

OOC Holdings GP, LLC

Orlando Centre Syndication Partners JV LP

Cousins OOC Manager LLC

Cousins OOC Owner LLC

Cousins One Capital Manager LLC

Cousins One Capital, LLC

Cousins One Capital City Plaza LLC

Cousins Orlando Manager, LLC

Cousins Orlando, LLC

Cousins 3060 Peachtree, LLC

Cousins 3060 Peachtree Sub, LLC

Cousins Tampa, LLC

Cousins Tampa Sub, LLC

Cousins W. Rio Salado, LLC

Cousins South Tryon, LLC

Cousins Brickell II, LLC

Cousins OF II, L.L.C.

Cousins Properties Office Fund II, L.P.

Cousins Fund II Buckhead, LLC

Cousins Fund II Phoenix I, LLC

Cousins Fund II Phoenix II, LLC

Cousins Fund II Phoenix III, LLC

Cousins Fund II Phoenix IV, LLC

Cousins Fund II Phoenix V, LLC

Cousins Phoenix VI, LLC

Cousins Fund II Philadelphia GP, LLC

Cousins Fund II Philadelphia I, LP

Part (b).    Unconsolidated Entities and Investment Entities.

Schedule 5.13

83862495

Unconsolidated Entities:

Crawford Long-CPI, LLC

Ten Peachtree Place Associates

Wildwood Associates

Temco Associates, LLC

New Georgian, LLC

Bentwater Links, LLC

CL Realty, L.L.C.

Cousins Watkins, LLC

EP I, LLC

EP II, LLC

FIC Development LLC

Seven Hills Homes, LLC

CPV2, LLC

HCTC2, LLC
MJV2, LLC

SV2, LLC

P12025 LLC

Terminus Office Holdings LLC

Terminus Venture T100 LLC

Terminus Venture T200 LLC

HICO Victory Center LP

Carolina Square Holdings LP

Carolina Square Project LP

Carolina Square GP LLC

HICO Avalon LLC

DC Charlotte Plaza LLLP

AMCO 120 WT Holdings LLC

AMCO 12 West Trinity LLC

Tryon Place, LLC

Courvoisier Centre JV, LLC

Courvoisier Centre, LLC

Investment Entities:

Charlotte Gateway Village, LLC

TRG Columbus Development Venture, Ltd

TGR Land, L.P. (Temco investment entity)

TGR Golf, L.P. (Temco investment entity)

Schedule 5.13

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SCHEDULE 5.17

INTELLECTUAL PROPERTY MATTERS

NONE.

Schedule 5.17

83862495

SCHEDULE 10.02

ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES

Cousins Properties Incorporated

191 Peachtree Street, N.E.

Suite 500

Atlanta, Georgia 30303

Attention: Chief Financial Officer

Telephone:    (404) 407-1150

Facsimile:    (404) 407-1151

Electronic Mail: greggadzema@cousinsproperties.com

Website Address:    www.cousinsproperties.com

U.S. Taxpayer Identification Number: 58-0869052

with copies to:

Cousins Properties Incorporated

191 Peachtree Street, N.E.

Suite 500

Atlanta, Georgia 30303

Attention: Corporate Secretary

Telephone:    (404) 407-1000

Facsimile:    (404) 407-1002

Electronic Mail:     corporatesecretary@cousinsproperties.com

Website Address:    www.cousinsproperties.com

and:

King & Spalding LLP

1180 Peachtree Street

Atlanta, GA 30309

Attention:    J. Craig Lee

Direct Telephone: 404-572-2881

Fax: 404-572-5100

email: craiglee@kslaw.com

Notices to Co-Borrowers and Guarantors shall go to each of the above addresses and, in the case of the first two addresses, to the name of such Co-Borrower or Guarantor, as applicable, c/o Cousins Properties Incorporated.

Schedule 10.02

83862495

ADMINISTRATIVE AGENT:

Administrative Agent’s Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A., as Agent

901 Main Street

Mail Code: TX1 492-14-12

Dallas, TX 75202

Attention: Karen Puente

Telephone: 972.338.3810

Facsimile: 214.290.8378

Electronic Mail: karen.r.puente@baml.com

Account No.: 1292000883

Ref: Cousins Properties, Inc.

ABA# 0260-0959-3

Other Notices as Administrative Agent:

Bank of America, N.A., as Agent

Maria A. McClain

Agency Management

900 W. Trade Street

NC1-026-06-03

Charlotte, NC 28255

Voice: 980.388.1935

Fax: 704.409.0913

e-mail: maria.a.mcclain@baml.com

Schedule 10.02

83862495

EXHIBIT A

FORM OF LOAN NOTICE

Date: ___________, _____

To:    Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement, dated as of December 2, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Cousins Properties Incorporated, a Georgia corporation (the “Borrower”), the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents.

The undersigned hereby requests (select one):

¨ A Borrowing of Loans:    ¨ A conversion or continuation of

Loans:

1.    On ________(a Business Day).

2.    In the amount of $250,000,000.00.

3. Comprised of [Eurodollar Rate Loan][Base Rate Loan].

4.    [With an Interest Period of [1][2][3][6] months.]

The Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.1 of the Agreement.

The Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(a) of the Agreement. The supplemental information (if any) attached hereto is hereby added to Schedule(s) 5.06, 5.09 and 5.17 (as applicable) of the Agreement.

[BORROWER] [on behalf of ____________, in its capacity as agent for such Co-Borrower under the Agreement]

By:    

Name:    

Title:    

A-1

83862495

EXHIBIT B

FORM OF TERM LOAN NOTE

$__________________________

FOR VALUE RECEIVED, the undersigned, [in its capacity as the Borrower under the Agreement referenced below (the “Borrower”)] / [in its capacity as a Co-Borrower under the Agreement referenced below (the “Subject Co-Borrower”)], hereby promises to pay to the order of _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the [Subject Co-]Borrower under that certain Term Loan Agreement, dated as of December 2, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the [Borrower / Cousins Properties Incorporated], [the Subject Co-Borrower and the other Co-Borrowers from time to time party thereto / the Co-Borrowers from time to time party thereto], the Guarantors from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents.

The [Subject Co-]Borrower promises to pay interest on the unpaid principal amount of the Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid as provided in the Agreement, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The [Subject Co-]Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

[REMAINDER OF PAGE LEFT BLANK –

SIGNATURE PAGE TO FOLLOW]

B-1

83862495

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.

[BORROWER / SUBJECT CO-BORROWER]

By:    

Name:    

Title:    

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: _________________ _____, 201__

To:    Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement, dated as of December 2, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Cousins Properties Incorporated, a Georgia corporation (the “Borrower”), the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower and the Borrower Parties, and that:

[Use following paragraph 1 for calendar year-end financial statements]

1.    Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the calendar year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for calendar quarter-end financial statements]

1.    Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the calendar quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and the Consolidated Entities in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.    The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

3.    The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the activities of the Borrower during such calendar period and such review has

been undertaken with a view to determining whether during such calendar period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such calendar period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it.]

-or-

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status: ___________________________.]

4.    The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under the Agreement, are true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date hereof, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, (a) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered; (b) Schedule(s) 5.06, 5.09, 5.13 and 5.17 (as applicable) of the Agreement are deemed to include any supplemental information thereto provided in any Compliance Certificate or Request for Credit Extensions delivered prior to the date hereof and the supplemental information (if any) attached hereto.

5.    The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

6.    Schedule 3 attached hereto sets forth (a) a calculation of the Borrower’s Consolidated Leverage Ratio as of the end of the preceding taxable year and (b) all Restricted Payments made by the Borrower during the current taxable year pursuant to Section 7.06(a) of the Loan Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______________________ ____, 20__.

COUSINS PROPERTIES INCORPORATED,

a Georgia corporation

By:

Name:    

Title:    

For the Quarter/Year ended ___________________ (“Statement Date”)

SCHEDULE 2

to Compliance Certificate

($ in 000’s)

[see attached]

For the Quarter/Year ended ___________________ (“Statement Date”)

SCHEDULE 3

to Compliance Certificate

($ in 000’s)

Section 7.06(a) – Restricted Payments

A.    Consolidated Leverage Ratio as of the end of the preceding taxable year:

i.    Total Debt    $____________

ii.    Total Assets    $____________

iii.    Consolidated Leverage Ratio (Line A.i ÷ Line A.ii)    _____ to 1.00

B.    Restricted Payments made or declared during this taxable year    $___________*

*If Line A.iii is greater than 0.60 to 1.00, then Line B may not exceed the minimum amount required to maintain REIT status and to eliminate payments of federal and state income and excise taxes.

EXHIBIT D

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the facility identified below (including, without limitation, Guarantees included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.    Assignor[s]:    _____________________________

2. Assignee[s]:        ______________________________ [for each Assignee, Indicate [Affiliate][Approved Fund] of [identify Lender]]

3.    Borrower:        Cousins Properties Incorporated

4. Administrative Agent:     Bank of America, N.A., as the administrative agent under the Loan Agreement

5. Loan Agreement:        The Term Loan Agreement, dated as of December 2, 2016, among the Borrower, the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents

6.    Assigned Interest[s]:

Facility Assigned	Assignor[s]	Assignee[s]	Aggregate Amount of Commitment/ Loans for all Lenders*	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans	CUSIP Number
Term Loan Facility			$__________	$_________	_________%

[7.    Trade Date:    __________________]

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

[REMAINDER OF PAGE LEFT BLANK –

SIGNATURE PAGE TO FOLLOW]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By: ________________________

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By: ________________________

Title:

[Consented to and] Accepted:

BANK OF AMERICA, N.A.,

as Administrative Agent

By: _________________________________

Title:

[Consented to:]

By: _________________________________

Title:

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.    Representations and Warranties.

1.1.    Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.    Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it meets all the requirements of an Eligible Assignee under the Loan Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.    Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued

to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3.    General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Georgia.

EXHIBIT E

FORM OF GUARANTOR JOINDER AGREEMENT

THIS GUARANTOR JOINDER AGREEMENT (the “Agreement”), dated as of _____________, 20__, is by and between _____________________, a ___________________ (the “Consolidated Entity”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Term Loan Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Loan Agreement”), dated as of December 2, 2016, among Cousins Properties Incorporated, a Georgia corporation (the “Borrower”), the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents. All of the defined terms in the Loan Agreement are incorporated herein by reference.

The Loan Parties are required by Section 6.12 of the Loan Agreement to cause the Consolidated Entity to become a “Guarantor”, as defined, and pursuant to the terms and conditions set forth, in the Loan Agreement.

1.    Accordingly, the Consolidated Entity hereby acknowledges, agrees and confirms with the Administrative Agent, for the benefit of the Lenders, that the Consolidated Entity, by its execution of this Agreement, will be deemed to be a party to the Loan Agreement and a “Guarantor” for all purposes of the Loan Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Loan Agreement. The Consolidated Entity hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Loan Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Consolidated Entity hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article XI of the Loan Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.

2.    The address of the Consolidated Entity for purposes of all notices and other communications is ____________________, ____________________________, Attention of ______________ (Facsimile No. ____________).

3.    The Consolidated Entity hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the Consolidated Entity under Article XI of the Loan Agreement upon the execution of this Agreement by the Consolidated Entity.

4.    This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

5.    This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia.

[REMAINDER OF PAGE LEFT BLANK –

SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Consolidated Entity has caused this Guarantor Joinder Agreement to be duly executed by its authorized officers, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

[CONSOLIDATED ENTITY]

By:    

Name:    

Title:    

Acknowledged and accepted:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:    

Name:    

Title:    

EXHIBIT F

FORM OF CO-BORROWER JOINDER AGREEMENT

THIS CO-BORROWER JOINDER AGREEMENT (the “Agreement”), dated as of _____________, 20__, is by and among COUSINS PROPERTIES INCORPORATED, a Georgia corporation, in its capacity as the Borrower the under the Loan Agreement referenced below (the “Borrower”), _____________________, a ___________________ (the “Proposed Co-Borrower”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Term Loan Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Loan Agreement”), dated as of December 2, 2016, among the Borrower, the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents. All of the defined terms in the Loan Agreement are incorporated herein by reference.

The Borrower and the Co-Borrower desire, pursuant to the provisions of Section 6.12(b) of the Loan Agreement to cause the Proposed Co-Borrower to become a “Co-Borrower”, as defined, and pursuant to the terms and conditions set forth, in the Loan Agreement.

1.    Accordingly, the Proposed Co-Borrower hereby acknowledges, agrees and confirms with the Administrative Agent, for the benefit of the Lenders, that the Proposed Co-Borrower, by its execution of this Agreement, will continue to be a party to the Loan Agreement and shall, until such time as it is released as such pursuant to Section 6.12(c)of the Loan Agreement as a Co-Borrower, be a “Co-Borrower” for all purposes of the Loan Agreement, and shall have all of the obligations of a Co-Borrower thereunder as if it had executed the Loan Agreement in such capacity. The Proposed Co-Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Co-Borrowers contained in the Loan Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Proposed Co-Borrower hereby acknowledges that it is, jointly and severally with the other Borrower Parties, liable to each Lender and the Administrative Agent, as provided in Section 2.15of the Loan Agreement, for the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Proposed Co-Borrower further acknowledges and agrees that upon its release as a Co-Borrower hereunder pursuant to the terms and conditions set forth in Section 6.12(c), it shall immediately resume its status as a “Guarantor” under the Loan Agreement and be subject to and bound by the terms and conditions of the Loan Agreement relating to Guarantors. At no time prior to the granting of a full and final release from its capacity as a “Co-Borrower” shall the Proposed Co-Borrower cease to be liable, as a Borrower Party for all outstanding Obligations under the Loan Agreement. Until released separately as a Guarantor, such Proposed Co-Borrower shall remain liable for all of the outstanding Obligations as a Guarantor.

2.    The address of the Proposed Co-Borrower for purposes of all notices and other communications is ____________________, ____________________________, Attention of ______________ (Facsimile No. ____________).

3.    Attached hereto are Notes for each of the Lenders executed by the Proposed Co-Borrower.

4.    This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

5.    This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia.

[REMAINDER OF PAGE LEFT BLANK –

SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, each of the Borrower and the Proposed Co-Borrower has caused this Co-Borrower Joinder Agreement to be duly executed by its authorized officers, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

[PROPOSED CO-BORROWER]

By:    

Name:    

Title:    

COUSINS PROPERTIES INCORPORATED

By:    

Name:    

Title:    

Acknowledged and accepted:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:    

Name:    

Title:    

[REQUIRED NOTES TO BE ATTACHED]

EXHIBIT G

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Loan Agreement”), dated as of December 2, 2016, among Cousins Properties Incorporated, a Georgia corporation (the “Borrower”), the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents.

Pursuant to the provisions of Section 3.01(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF LENDER]
By: _______________________
	Name: ________________________
	Title: ________________________

Date: ________ __, 20___

EXHIBIT G

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Loan Agreement”), dated as of December 2, 2016, among Cousins Properties Incorporated, a Georgia corporation (the “Borrower”), the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents.

Pursuant to the provisions of Section 3.01(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF PARTICIPANT]
By: _______________________
	Name: ________________________
	Title: ________________________

Date: ________ __, 20__

EXHIBIT G

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Loan Agreement”), dated as of December 2, 2016, among Cousins Properties Incorporated, a Georgia corporation (the “Borrower”), the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents.

Pursuant to the provisions of Section 3.01(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-BEN, as applicable)or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF PARTICIPANT]
By: _______________________
	Name: ________________________
	Title: ________________________

Date: ________ __, 20__

EXHIBIT G

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Loan Agreement”), dated as of December 2, 2016, among Cousins Properties Incorporated, a Georgia corporation (the “Borrower”), the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents.

Pursuant to the provisions of Section 3.01(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-BEN, as applicable)or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF LENDER]
By: _______________________
	Name: ________________________
	Title: ________________________

Date: ________ __, 20__

B-2

83862495

EX-21

COUSINS PROPERTIES INCORPORATED	Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
At December 31, 2016, the Registrant had the following subsidiaries:
Subsidiary	State of Incorporation
1230 Peachtree Associates LLC	Georgia
191 Peachtree Project LLC	Georgia
250 Williams Street LLC	Georgia
250 Williams Street Manager, LLC	Georgia
7000 Central Park Amenities LLC	Delaware
7000 Central Park JV LLC	Delaware
7000 Central Park Note LLC	Delaware
7000 Central Park Propco LLC	Delaware
Blalock Lakes, LLC	Georgia
CCD 10 Terminus Place LLC	Georgia
Cedar Grove Lakes, LLC	Georgia
CF Murfreesboro Associates	Delaware
Cousins 214 N. Tryon, LP	Delaware
Cousins 222 S. Mill, LLC	Delaware
Cousins 3rd & Colorado LLC	Georgia
Cousins 3060 Peachtree, LLC	Delaware
Cousins 3060 Peachtree Sub, LLC	Delaware
Cousins 40867 Lake Forest, LLC	Delaware
Cousins 550 South Caldwell, LP	Delaware
Cousins 777 Main Street LLC	Georgia
Cousins 816 Congress LLC	Georgia
Cousins Acquisitions Entity LLC	Georgia
Cousins Aircraft Associates, LLC	Georgia
Cousins Austin, LLC	Delaware
Cousins Austin Partner, LLC	Delaware
Cousins - Austin Portfolio Holdings, LLC	Delaware
Cousins Avalon LLC	Georgia
Cousins Brickell II, LLC	Delaware
Cousins Carlton LLC	Delaware
Cousins CH Holdings LLC	Georgia
Cousins CH Investment LLC	Georgia
Cousins Colorado Investor LLC	Georgia
Cousins Colorado Land LLC	Georgia
Cousins Decatur Development LLC	Georgia
Cousins Deerwood LLC	Delaware
Cousins Employees LLC	Georgia
Cousins Finance AZ, LLC	Georgia
Cousins Forum, LLC	Delaware
Cousins Forum Note, LLC	Delaware
Cousins FTC Charlotte LP	Georgia
Cousins FTC Holding LLC	Georgia
Cousins NC Gen Partner LLC (f/k/a Cousins FTC Manager LLC)	Georgia
Cousins Fund II Buckhead, LLC	Delaware
Cousins Fund II Orlando I, LLC	Delaware
Cousins Fund II Philadelphia GP, LLC	Delaware
Cousins Fund II Philadelphia I, LP	Delaware
Cousins Fund II Phoenix I, LLC	Delaware
Cousins Fund II Phoenix II, LLC	Delaware

Cousins Fund II Phoenix III LLC	Delaware
Cousins Fund II Phoenix IV, LLC	Delaware
Cousins Fund II Phoenix V, LLC	Delaware
Cousins Fund II Phoenix VI, LLC	Delaware
Cousins Fund II Tampa II, LLC	Delaware
Cousins Fund II Tampa III, LLC	Delaware
Cousins International Plaza I, LLC	Delaware
Cousins International Plaza II, LLC	Delaware
Cousins International Plaza III, LLC	Delaware
Cousins International Plaza V Land, LLC	Delaware
Cousins International Plaza VI Land, LLC	Delaware
Cousins Jefferson Mill, LLC	Georgia
Cousins King Mill, LLC	Georgia
Cousins La Frontera LLC	Texas
Cousins Lincoln Place LLC	Delaware
Cousins Lincoln Place Holdings LLC	Delaware
Cousins Millennia LLC	Delaware
Cousins Murfreesboro LLC	Georgia
Cousins Northpark 400 LLC	Georgia
Cousins Northpark 500/600 LLC	Georgia
Cousins OF, L.L.C.	Delaware
Cousins One Capital, LLC	Delaware
Cousins One Capital City Plaza, LLC	Delaware
Cousins One Capital Manager, LLC	Delaware
Cousins - One Congress Plaza, LLC	Delaware
Cousins - One Congress Plaza Mezzanine, LLC	Delaware
Cousins OOC Manager LLC	Delaware
Cousins OOC Owner LLC	Delaware
Cousins Orlando, LLC	Delaware
Cousins Orlando Manager, LLC	Delaware
Cousins Properties LP	Delaware
Cousins Properties Palisades LLC	Texas
Cousins Properties Services LLC	Texas
Cousins Properties Sub, Inc.	Maryland
Cousins Properties Waterview LLC	Texas
Cousins Realty Services LLC	Delaware
Cousins Research Park V LLC	Georgia
Cousins - San Jacinto Center LLC	Delaware
Cousins - San Jacinto Center Mezzanine, LLC	Delaware
Cousins San Jose MarketCenter, LLC	Georgia
Cousins South Tryon, LLC	Delaware
Cousins Spring & 8th Streets LLC	Georgia
Cousins Spring & 8th Streets Parent LLC	Georgia
Cousins SUSP, LLC	Delaware
Cousins Tampa, LLC	Delaware
Cousins Tampa Sub, LLC	Delaware
Cousins Terminus LLC	Delaware
Cousins Tiffany Springs MarketCenter LLC	Georgia
Cousins TBP, LLC	Delaware
Cousins Tower Place 200 LLC	Delaware
Cousins TRS Austin Amenities, LLC	Delaware
Cousins TRS Services LLC	Georgia
Cousins Victory Investment LLC	Georgia
Cousins W. Rio Salado, LLC	Delaware

Cousins, Inc.	Alabama
CP - Forsyth Investments LLC	Georgia
CP - Tiffany Springs Investments LLC	Georgia
CP 2100 Ross LLC	Georgia
CP Lakeside 20 GP, LLC	Georgia
CP Lakeside Land GP, LLC	Georgia
CP Texas Industrial LLC	Georgia
CP Venture IV Holdings LLC	Delaware
CP Venture Three LLC	Delaware
CPI 191 LLC	Georgia
CPI Development LLC	Georgia
CPI Services LLC	Georgia
CREC Property Holdings, LLC	Delaware
CUZWAT Investments, LLC	Georgia
DC Charlotte Plaza Investment LLC	Georgia
DC Charlotte Plaza Manager LLC	Georgia
FDG Deerwood North LLC	Delaware
FDG Deerwood South LLC	Delaware
FIC Development LLC	Georgia
Handy Road Associates, LLC	Georgia
IPC Investments LLC	Georgia
Meridian Mark Plaza, LLC	Georgia
New Land Realty, LLC d/b/a Blalock Lakes Realty	Georgia
New TPG Four Points, LP	Texas
One Ninety One Peachtree Associates LLC	Georgia
OOC Holdings GP, LLC	Delaware
Orlando Centre Syndication Partners JV LP	Delaware
Pine Mountain Ventures, LLC	Georgia
PKY 7000 Central Park Way LLC	Delaware
PKY OOC LLC	Delaware
PKY OOC GP, LLC	Delaware
PKY OOC I LP, LLC	Delaware
PKY OOC II LP, LLC	Delaware
SONO Renaissance, LLC	Georgia
TPG-New FP LP, LLC	Delaware
TPG-New FP GP, LLC	Delaware
At December 31, 2016, the financial statements of the following entities were consolidated with those of the Registrant in the consolidated financial statements incorporated herein:
Subsidiary	State of Incorporation
50 Biscayne Venture, LLC*	Delaware
C/W King Mill I, LLC (75% owned by Registrant)	Georgia
Callaway Gardens Realty, LLC (100% owned by Cousins/Callaway, LLC)	Georgia
Cousins/Callaway, LLC*	Georgia
Cousins/Myers II, LLC*	Delaware
Cousins Properties Office Fund II, L.P. (30% owned by Registrant; 70% owned by 1031 Exchange Agent)	Delaware
CS Lakeside 20 Limited, LLLP (70% owned by Registrant)	Texas
CS Lakeside Land Limited, LLLP (70% owned by Registrant)	Texas
CS Lancaster LLC (70% owned by Registrant)	Georgia
HICO Avalon LLC (90% owned by Registrant)	Delaware
King Mill Project I LLC (75% owned by Registrant)	Georgia
Mahan Village LLC (88% owned by Registrant)	Delaware

*Minority member may receive a portion of cash flow and capital proceeds.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-127917, 33-56787, 333-42007, 333-92089, 333-68010, 333-106937, 333-98487, 333-46674, 333-120918, 333-134890, 333-143649, 333-151674, 333-159414, and 333-211849 on Form S-8 and Registration Nos. 333-48841, 333-46676, 333-215430, and 333-215431 on Form S-3 of our reports dated February 20, 2017, relating to the consolidated financial statements and financial statement schedule of Cousins Properties Incorporated and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of new accounting guidance for reporting discontinued operation and disposals of components of an entity), and the effectiveness of Cousins Properties Incorporated’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Cousins Properties Incorporated for the year ended December 31, 2016.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

February 20, 2017

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Lawrence L. Gellerstedt III, certify that:

1. I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Lawrence L. Gellerstedt III

Lawrence L. Gellerstedt III

President and Chief Executive Officer

Date: February 20, 2017

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gregg D. Adzema, certify that:

1. I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Gregg D. Adzema

Gregg D. Adzema

Executive Vice President and Chief Financial Officer

Date: February 20, 2017

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”) for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the President and Chief Executive Officer of the Registrant, certifies that to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Lawrence L. Gellerstedt III

Lawrence L. Gellerstedt III

President and Chief Executive Officer

Date: February 20, 2017

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”) for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Executive Vice President and Chief Financial Officer of the Registrant, certifies that to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Gregg D. Adzema

Gregg D. Adzema

Executive Vice President and Chief Financial Officer

Date: February 20, 2017

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Feb. 09, 2017	Jun. 30, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	COUSINS PROPERTIES INC
Entity Central Index Key	0000025232
Document Type	10-K
Document Ending Period Date	Dec. 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Year Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 2,054,466,742
Entity Common Stock, Shares Outstanding		393,648,519

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Real estate assets:
Operating properties, net of accumulated depreciation of $215,856 and $352,350 in 2016 and 2015, respectively	$ 3,432,522	$ 2,194,781
Projects under development	162,387	27,890
Land	4,221	17,829
Total properties	3,599,130	2,240,500
Real estate assets and other assets held for sale, net of accumulated depreciation and amortization of $7,200 in 2015	0	7,246
Cash and cash equivalents	35,687	2,003
Restricted cash	15,634	4,304
Notes and accounts receivable, net of allowance for doubtful accounts of $1,167 and $1,353 in 2016 and 2015, respectively	27,683	10,828
Deferred rents receivable	39,464	67,258
Investment in unconsolidated joint ventures	179,397	102,577
Intangible assets, net of accumulated amortization of $53,483 and $103,458 in 2016 and 2015, respectively	245,529	124,615
Other assets	29,083	35,989
Total assets	4,171,607	2,595,320
Liabilities:
Notes payable	1,380,920	718,810
Accounts payable and accrued expenses	109,278	71,739
Deferred income	33,304	29,788
Intangible liabilities, net of accumulated amortization of $12,227 and $26,890 in 2016 and 2015, respectively	89,781	59,592
Other liabilities	44,084	30,629
Liabilities of real estate assets held for sale	0	1,347
Total liabilities	1,657,367	911,905
Commitments and contingencies
Stockholders' investment:
Preferred stock, $1 par value, 20,000,000 shares authorized, 6,867,357 and 0 shares issued and outstanding in 2016 and 2015, respectively	6,867	0
Common stock, $1 par value, 700,000,000 shares authorized, 403,746,938 and 220,255,676 shares issued in 2016 and 2015, respectively	403,747	220,256
Additional paid-in capital	3,407,430	1,722,224
Treasury stock at cost, 10,329,082 and 8,742,181 shares in 2016 and 2015, respectively	(148,373)	(134,630)
Distributions in excess of cumulative net income	(1,214,114)	(124,435)
Total stockholders' investment	2,455,557	1,683,415
Nonredeemable noncontrolling interests	58,683	0
Total stockholders' investment	2,514,240	1,683,415
Total liabilities and equity	$ 4,171,607	$ 2,595,320

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Operating properties, accumulated depreciation	$ 215,856	$ 352,350
Real estate assets and other assets held for sale, accumulated depreciation		7,200
Notes and accounts receivable, allowance for doubtful accounts	1,167	1,353
Intangible assets, accumulated amortization	53,483	103,458
Intangible liabilities, accumulated amortization	$ 12,227	$ 26,890
Preferred stock, par value (in usd per share)	$ 1	$ 1
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	6,867,357	0
Preferred stock, shares outstanding	6,867,357	0
Common stock, par value (in usd per share)	$ 1	$ 1
Common stock, shares authorized	700,000,000	700,000,000
Common stock, shares issued	403,746,938	220,255,676
Treasury stock, shares	10,329,082	8,742,181

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenues:
Rental property revenues	$ 249,814	$ 196,244	$ 164,123
Fee income	8,347	7,297	12,519
Other	1,050	828	919
Total revenues	259,211	204,369	177,561
Costs and expenses:
Rental property operating expenses	96,908	82,545	76,963
Reimbursed expenses	3,259	3,430	3,652
General and administrative expenses	25,592	16,918	19,784
Interest expense	26,650	22,735	20,983
Depreciation and amortization	97,948	71,625	62,258
Acquisition and merger costs	24,521	299	1,130
Other	5,888	1,181	3,729
Total costs and expenses	280,766	198,733	188,499
Loss on extinguishment of debt	(5,180)	0	0
Income (loss) from continuing operations before benefit for income taxes, income from unconsolidated joint ventures, and gain on sale of investment properties	(26,735)	5,636	(10,938)
Benefit for income taxes from operations	0	0	20
Income from unconsolidated joint ventures	10,562	8,302	11,268
Income (loss) from continuing operations before gain on sale of investment properties	(16,173)	13,938	350
Gain on sale of investment properties	77,114	80,394	12,536
Income from continuing operations	60,941	94,332	12,886
Income (loss) from discontinued operations:
Income from discontinued operations	19,163	31,848	20,764
Income (loss) on sale from discontinued operations	0	(551)	19,358
Income from discontinued operations	19,163	31,297	40,122
Net income	80,104	125,629	53,008
Net income attributable to noncontrolling interests	(995)	(111)	(1,004)
Income from discontinued operations	79,109	125,518	52,004
Preferred share original issuance costs	0	0	(3,530)
Net income attributable to noncontrolling interests	0	0	(2,955)
Net income attributable to controlling interests	$ 79,109	$ 125,518	$ 45,519
Per common share information — basic:
Income from continuing operations for common stockholders (in usd per share)	$ 0.24	$ 0.44	$ 0.02
Income from discontinued operations for common stockholders (in usd per share)	0.07	0.14	0.20
Net income available to common stockholders (in usd per share)	0.31	0.58	0.22
Per common share information — diluted:
Income from continuing operations for common stockholders (in usd per share)	0.24	0.44	0.02
Income from discontinued operations for common stockholders (in usd per share)	0.07	0.14	0.20
Net income available to common stockholders (in usd per share)	$ 0.31	$ 0.58	$ 0.22
Weighted average shares — basic	253,895	215,827	204,216
Weighted average shares — diluted	256,023	215,979	204,460
Dividends declared per common share (in usd per share)	$ 0.24	$ 0.32	$ 0.3

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Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Treasury Stock	Distributions in Excess of Cumulative Net Income	Stockholders’ Investment	Nonredeemable Noncontrolling Interests
Beginning balance at Dec. 31, 2013	$ 1,458,972	$ 94,775	$ 193,236	$ 1,420,951	$ (86,840)	$ (164,721)	$ 1,457,401	$ 1,571
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	53,008					52,004	52,004	1,004
Common stock issued pursuant to:
Common stock offering, net of issuance costs	321,896		26,700	295,196			321,896
Stock based compensation	(550)		156	(706)			(550)
Amortization of stock options and restricted stock, net of forfeitures	1,992		(9)	2,001			1,992
Distributions to nonredeemable noncontrolling interests	(2,575)							(2,575)
Redemption of preferred shares	(94,775)	(94,775)		3,530		(3,530)	(94,775)
Preferred dividends	(2,955)					(2,955)	(2,955)
Common dividends	(61,555)					(61,555)	(61,555)
Ending balance at Dec. 31, 2014	1,673,458	0	220,083	1,720,972	(86,840)	(180,757)	1,673,458	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	125,629					125,518	125,518	111
Common stock issued pursuant to:
Stock based compensation	(72)		173	(245)			(72)
Amortization of stock options and restricted stock, net of forfeitures	1,473			1,473			1,473
Distributions to nonredeemable noncontrolling interests	(111)							(111)
Redemption of preferred shares	0
Repurchase of common stock	(47,790)				(47,790)		(47,790)
Common dividends	(69,196)					(69,196)	(69,196)
Other	24			24			24
Ending balance at Dec. 31, 2015	1,683,415	0	220,256	1,722,224	(134,630)	(124,435)	1,683,415	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	80,104					79,109	79,109	995
Securities issued in merger	1,950,008	6,867	183,207	1,683,076			1,873,150	76,858
Noncontrolling interest in assets acquired in merger	292,337							292,337
Common stock issued pursuant to:
Stock based compensation	504		280	224			504
Spin-off of New Parkway	(1,141,061)					(1,118,240)	(1,118,240)	(22,821)
Amortization of stock options and restricted stock, net of forfeitures	1,648		(35)	1,683			1,648
Common stock redemption by unit holders	0		39	223			262	(262)
Contributions from nonredeemable noncontrolling interests	4,126							4,126
Distributions to nonredeemable noncontrolling interests	(292,550)							(292,550)
Redemption of preferred shares	0
Repurchase of common stock	(13,743)				(13,743)		(13,743)
Common dividends	(50,548)					(50,548)	(50,548)
Ending balance at Dec. 31, 2016	$ 2,514,240	$ 6,867	$ 403,747	$ 3,407,430	$ (148,373)	$ (1,214,114)	$ 2,455,557	$ 58,683

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Consolidated Statements of Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Statement of Stockholders' Equity [Abstract]
Common dividends per share (in usd per share)	$ 0.24	$ 0.32	$ 0.30

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 80,104	$ 125,629	$ 53,008
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of investment properties, including discontinued operations	(77,114)	(79,843)	(31,894)
Loss on extinguishment of debt	(5,180)	0	0
Depreciation and amortization, including discontinued operations	145,293	135,462	141,022
Amortization of deferred financing costs and discount on notes payable	(1,595)	1,423	604
Stock-based compensation expense, net of forfeitures	2,152	1,473	1,992
Effect of certain non-cash adjustments to rental revenues	(25,873)	(26,475)	(30,039)
Income from unconsolidated joint ventures	(10,562)	(8,302)	(11,268)
Operating distributions from unconsolidated joint ventures	7,764	8,760	10,296
Land and multi-family cost of sales, net of closing costs paid	0	0	302
Other	4,526	0	0
Changes in other operating assets and liabilities:
Change in other receivables and other assets, net	2,156	(10,937)	(644)
Change in operating liabilities	(20,749)	4,471	9,021
Net cash provided by operating activities	111,282	151,661	142,400
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investment property sales	622,643	225,307	244,471
Property acquisition, development, and tenant asset expenditures	(193,534)	(184,988)	(710,743)
Investment in unconsolidated joint ventures	(28,531)	(9,985)	(18,342)
Distributions from unconsolidated joint ventures	7,369	7,555	26,179
Investment in preferred stock	(5,000)	0	0
Cash acquired in merger with Parkway Properties, Inc.	63,193	0	0
Investments in marketable securities	(21,190)	0	0
Change in notes receivable and other assets	(3,241)	118	(1,819)
Change in restricted cash	19,230	475	(1,361)
Net cash provided by (used in) investing activities	460,939	38,482	(461,615)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility	716,800	355,900	764,575
Repayment of credit facility	(674,800)	(404,100)	(664,450)
Proceeds from notes payable	870,000	0	85,068
Repayment of notes payable, including prepayment penalties	(907,300)	(22,851)	(22,943)
Cash distributed to Parkway, Inc.	(192,755)	0	0
Common stock issued, net of expenses	0	8	321,845
Repurchase of common stock	(13,743)	(47,790)	0
Redemption of preferred shares	0	0	(94,775)
Common dividends paid	(50,548)	(69,196)	(61,555)
Preferred dividends paid	0	0	(2,955)
Contributions from noncontrolling interests	4,126	0	0
Other	(4,195)	0	(3,995)
Distributions to nonredeemable noncontrolling interests	(286,122)	(111)	(2,575)
Net cash provided by (used in) financing activities	(538,537)	(188,140)	318,240
NET INCREASE IN CASH AND CASH EQUIVALENTS	33,684	2,003	(975)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	2,003	0	975
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 35,687	$ 2,003	$ 0

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Description of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a self-administered and self-managed real estate investment trust (“REIT”). Through October 5, 2016, Cousins conducted all of its business on its own account or through wholly or partially owned entities, some of which were consolidated with Cousins and some of which were not consolidated and were accounted for under the equity method. One of the consolidated entities, Cousins TRS Services LLC ("CTRS") is a taxable entity which owns and manages its own real estate portfolio and performs certain real estate related services for other parties. In connection with a series of transactions with Parkway Properties, Inc. ("Parkway") and Parkway, Inc. ("New Parkway"), including a merger and spin-off, Cousins Properties LP ("CPLP") was formed. On October 6, 2016, the closing date of the merger with Parkway, Cousins contributed, or caused to be contributed, all of Parkway's and Cousins' assets and liabilities not pertaining to the ownership of real properties in Houston, Texas and certain other businesses of Parkway to CPLP, including CTRS, and began conducting substantially all of its operations through CPLP. Cousins owns approximately 98% of CPLP and consolidates CPLP.

Cousins, CPLP, CTRS and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in Sunbelt markets with a focus on Georgia, Texas, and North Carolina. As of December 31, 2016, the Company’s portfolio of real estate assets consisted of interests in 16.2 million square feet of office space and 786,000 square feet of mixed-use space.

Basis of Presentation: The consolidated financial statements include the accounts of the Company and its consolidated partnerships and wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The Company presents its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as outlined in the Financial Accounting Standard Board’s Accounting Standards Codification (the “Codification” or “ASC”). The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.

For the three years ended December 31, 2016, there were no items of other comprehensive income. Therefore, no presentation of comprehensive income is required.

The Company evaluates all partnerships, joint ventures and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity (“VIE”), as defined in the Codification. If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE.

At December 31, 2016, the Company had a joint venture with Callaway Gardens Resort, Inc. (“Callaway”) for the development of residential lots, which was funded fully through Company contributions. Callaway had the right to receive returns, but no obligation to fund any costs or absorb any losses. The Company was the sole decision maker for the venture and the development manager. The Company determined that the joint venture with Callaway was a VIE, and the Company was the primary beneficiary. Therefore, the Company consolidated this joint venture. In January 2017, the Company withdrew from the joint venture and, as a result, recorded an impairment loss of $4.5 million in 2016 which is included in other expense in the consolidated statements of operations. As of December 31, 2016 and 2015, Callaway had total assets of $-0- and $4.6 million, respectively, and no significant liabilities. The Company also considers CPLP to be a VIE with the Company as the primary beneficiary.

Recently Issued Accounting Standards: In 2015, the FASB issued ASC 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis." All legal entities are subject to reevaluation under the revised consolidation model. The amendment modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities. It also eliminates the presumption that a general partner should consolidate a limited partnership. The guidance is effective for public entities with periods beginning after December 15, 2015 with early adoption permitted. The Company adopted this guidance effective January 1, 2016, and it did not have material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." Under this ASU, the additional paid-in capital pool is eliminated, and an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This ASU also eliminated the requirement to defer recognition of an excess tax benefit until all benefits are realized through a reduction to taxes payable. This ASU also changes the treatment of excess tax benefits as operating cash flows in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The Company expects to adopt this guidance effective January 1, 2017, and is currently assessing the potential impact of adopting the new guidance.

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, "Leases," which amends the existing standards for lease accounting by requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting and reporting. The new standard will require lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months and classify such leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method (finance leases) or on a straight-line basis over the term of the lease (operating leases). Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes previous leasing standards.  The guidance is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. The Company expects to adopt this guidance effective January 1, 2019, and is currently assessing the potential impact of adopting the new guidance. The Company expects to adopt this guidance using the " modified retrospective" method effective January 1, 2019.

In the first quarter of 2016, the Company adopted ASU 2015-03, "Simplifying the Presentation of Debt Costs" ("ASU 2015-03"). In accordance with ASU 2015-03, the Company began recording deferred financing costs related to its mortgage notes payable as a reduction in the carrying amount of its notes payable on the consolidated balance sheets. The Company reclassified $2.5 million in deferred financing costs from other assets to notes payable in its December 31, 2015 consolidated balance sheet to conform to the current period's presentation. Deferred financing costs related to the Company’s unsecured revolving credit facility continue to be included in other assets within the Company’s balance sheets in accordance with ASU 2015-15 "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements."

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." Under the new guidance, companies will recognize revenue when the seller satisfies a performance obligation, which would be when the buyer takes control of the good or service. This new guidance could result in different amounts of revenue being recognized and could result in revenue being recognized in different reporting periods than under the current guidance. The new guidance specifically excludes revenue associated with lease contracts. ASU 2015-14, "Revenue from Contracts with Customers," was subsequently issued modifying the effective date to periods beginning after December 15, 2017, with early adoption permitted for periods beginning after December 15, 2016. The standard allows for either "full retrospective" adoption, meaning the standard is applied to all of the periods presented, or "modified retrospective" adoption, meaning the standard is applied only to the most recent period presented in the financial statements. The Company is currently assessing this guidance for future implementation and potential impact of adoption. The Company expects to adopt this guidance using the "modified retrospective" method effective January 1, 2018.

In August 2014, the FASB issued ASU 205-40, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management of all entities to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued. The Company adopted ASU 205-40 as of December 31, 2016.

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. As a result, many acquisitions that previously qualified as business combinations will be treated as asset acquisitions. For asset acquisitions, acquisition costs may be capitalized, and the purchase price may be allocated on a relative fair value basis. ASU 2017-01 is effective prospectively for the Company on January 1, 2018, with early adoption permitted. The Company expects that most of its future acquisitions will qualify as asset acquisitions.

Certain prior year amounts have been reclassified to conform with current year presentation on the consolidated statements of operations and the consolidated statements of equity. Separation expenses on the consolidated statements of operations have been reclassified from general and administrative expenses to other expenses. On the consolidated statements of equity, all components of common stock issued pursuant to stock-based compensation are aggregated into one line item. These changes do not affect the previously reported total costs and expenses in the consolidated statements of operations or the total equity in the consolidated statements of equity for any period.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

Real Estate Assets

Cost Capitalization: Costs related to planning, developing, leasing, and constructing a property, including costs of development personnel working directly on projects under development, are capitalized. In addition, the Company capitalizes interest to qualifying assets under development based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, the Company first uses the interest incurred on specific project debt, if any, and next uses the Company’s weighted average interest rate for non-project specific debt. The Company also capitalizes interest to investments accounted for under the equity method when the investee has property under development with a carrying value in excess of the investee’s borrowings. To the extent debt exists within an unconsolidated joint venture during the construction period, the venture capitalizes interest on that venture-specific debt.

The Company capitalizes interest, real estate taxes, and certain operating expenses on the unoccupied portion of recently completed development properties from the date a project is substantially complete to the earlier of (1) the date on which the project achieves 90% economic occupancy or (2) one year after it is substantially complete.

The Company capitalizes direct leasing costs related to leases that are probable of being executed. These costs include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement, and internal costs that are based on time spent by leasing personnel on successful leases. The Company allocates these costs to individual tenant leases and amortizes them over the related lease term.

Impairment: For real estate assets that are considered to be held for sale according to accounting guidance or those that are distributed to stockholders in a spin-off, the Company records impairment losses if the fair value of the asset or disposal group net of estimated selling costs is less than the carrying amount. For those long-lived assets that are held and used according to accounting guidance, management reviews each asset for the existence of any indicators of impairment. If indicators of impairment are present, the Company calculates the expected undiscounted future cash flows to be derived from such assets. If the undiscounted cash flows are less than the carrying amount of the asset, the Company reduces the asset to its fair value and records an impairment loss.

Acquisition of Real Estate Assets: The Company records the acquired tangible and intangible assets and assumed liabilities of operating property acquisitions at fair value at the acquisition date. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases, including leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, acquired in-place lease values, and tenant relationships, if any.

The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired in-place lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. The amounts recorded for above-market and below-market ground leases are included in intangible liabilities and intangible assets, respectively, and are amortized on a straight-line basis into rental property revenues over the remaining terms of the applicable leases.

The fair value of acquired in-place leases is derived based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in intangible assets and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases.

Depreciation and Amortization: Real estate assets are stated at depreciated cost less impairment losses, if any. Buildings are depreciated over their estimated useful lives, which range generally from 24 to 42 years. The life of a particular building depends upon a number of factors including whether the building was developed or acquired and the condition of the building upon acquisition. Furniture, fixtures and equipment are depreciated over their estimated useful lives of three to five years. Tenant improvements, leasing costs and leasehold improvements are amortized over the term of the applicable leases or the estimated useful life of the assets, whichever is shorter. The Company accelerates the depreciation of tenant assets if it estimates that the lease term will end prior to the termination date. This acceleration may occur if a tenant files for bankruptcy, vacates its premises or defaults in another manner on its lease. Deferred expenses are amortized over the period of estimated benefit. The Company uses the straight-line method for all depreciation and amortization.

Discontinued Operations: Beginning in the second quarter 2014, only assets held for sale or disposals representing strategic shifts in operations are reflected in discontinued operations. Prior to 2014, the Company classified the results of operations of all properties that were sold or otherwise qualified as held for sale as discontinued operations if the property's operations were expected to be eliminated from ongoing operations and the Company would not have any significant continuing involvement in the operations of the property after the sale. During 2015, there were no held for sale assets or disposals that represented a strategic shift in operations. During 2016, the Company spun-off the combined operations of the Company's and Parkway's Houston assets into a separate public company. The Company considered this disposition to be a strategic shift in operations and reclassified the historical operations of its Houston business into discontinued operations on the consolidated statements of operations. The Company ceases depreciation of a property when it is categorized as held for sale.

Investment in Joint Ventures

For joint ventures that the Company does not control, but over which it exercises significant influence, the Company uses the equity method of accounting. The Company's judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace the Company as manager, and/or to liquidate the venture. These ventures are recorded at cost and adjusted for equity in earnings (losses) and cash contributions and distributions. Any difference between the carrying amount of these investments on the Company’s balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is adjusted as the related underlying assets are depreciated, amortized, or sold. The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage.

The Company evaluates the recoverability of its investment in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value.

Noncontrolling Interest

The Company consolidates CPLP and certain joint ventures in which it owns a controlling interest. In cases where the entity’s documents do not contain a required redemption clause, the Company records the partner’s share of the entity in the equity section of the balance sheets in nonredeemable noncontrolling interests. In cases where the entity’s documents contain a provision requiring the Company to purchase the partner’s share of the venture at a certain value upon demand or at a future date, the Company records the partner’s share of the entity in redeemable noncontrolling interests on the balance sheets. The outside partners' interests in CPLP are redeemable into shares of cash or common stock of the Company in the Company's sole discretion. Therefore, noncontrolling interests associated with CPLP are considered nonredeemable noncontrolling interests. The noncontrolling partners' share of all consolidated entities' income is reflected in net income attributable to noncontrolling interest on the statements of operations.

Revenue Recognition

Rental Property Revenues: The Company recognizes contractual revenues from leases on a straight-line basis over the term of the respective lease. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. Percentage rents are recognized once the specified sales target is achieved. In addition, leases typically provide for reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses to the Company. Operating expense reimbursements are recognized as the related expenses are incurred. During 2016, 2015, and 2014, the Company recognized $90.2 million, $93.3 million, and $86.0 million, respectively, in revenues, including discontinued operations, from tenants related to operating expenses.

The Company makes valuation adjustments to all tenant-related accounts receivable based upon its estimate of the likelihood of collectibility of amounts due from the tenant. The amount of any valuation adjustment is based on the tenant’s credit and business risk, history of payment, and other factors considered by management.

Fee Income: The Company recognizes development, management and leasing fees when earned. The Company recognizes development and leasing fees received from unconsolidated joint ventures and related salaries and other direct costs incurred by the Company as income and expense based on the percentage of the joint venture which the Company does not own. Correspondingly, the Company adjusts the investment in unconsolidated joint ventures asset when fees are paid to the Company by a joint venture in which the Company has an ownership interest. See note 6 for more information related to fee income recognized from unconsolidated joint ventures.

Gain on Sale of Investment Properties: The Company recognizes a gain on sale of investment property when the sale of a property is consummated, the buyer’s initial and continuing investment is adequate to demonstrate commitment to pay, any receivable obtained is not subject to future subordination, the usual risks and rewards of ownership are transferred, and the Company has no substantial continuing involvement with the property. If the Company has a commitment to the buyer and that commitment is a specific dollar amount, this commitment is accrued and the gain on sale that the Company recognizes is reduced. If the Company has a construction commitment to the buyer, management makes an estimate of this commitment, defers a portion of the profit from the sale, and recognizes the deferred profit as or when the commitment is fulfilled.

Income Taxes

Cousins has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, Cousins must distribute annually at least 90% of its adjusted taxable income, as defined in the Code, to its stockholders and satisfy certain other organizational and operating requirements. It is management’s current intention to adhere to these requirements and maintain Cousins’ REIT status. As a REIT, Cousins generally will not be subject to federal income tax at the corporate level on the taxable income it distributes to its stockholders. If Cousins fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Cousins may be subject to certain state and local taxes on its income and property, and to federal income taxes on its undistributed taxable income.

CTRS is a C-Corporation for federal income tax purposes and uses the liability method for accounting for income taxes. Tax return positions are recognized in the financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future periods. A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized.

Stock-Based Compensation

The Company has several types of stock-based compensation plans. These plans are described in note 13, as are the accounting policies by type of award. The Company recognizes compensation expense, net of forfeitures, arising from share-based payment arrangements granted to employees and directors in general and administrative expense in the statements of operations over the related awards’ vesting period, which may be accelerated under the Company’s retirement feature.

Earnings per Share (“EPS”)

Net income per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including nonvested restricted stock which has nonforfeitable dividend rights. Net income per share-diluted is calculated as net income available to common stockholders plus noncontrolling interests in CPLP divided by the diluted weighted average number of common shares outstanding during the period. Diluted weighted average number of common shares uses the same weighted average share number as in the basic calculation and adds the potential dilution that would occur if the outside units in CPLP were converted into the Company's common stock and stock options (or any other contracts to issue common stock) were exercised and resulted in additional common shares outstanding, calculated using the treasury stock method. The numerator is reduced for the effect of preferred dividends in both the basic and diluted net income per share calculations. Stock options are dilutive when the average market price of the Company’s stock during the period exceeds the option exercise price.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash and highly-liquid money market instruments. Highly-liquid money market instruments include securities and repurchase agreements with original maturities of three months or less, money market mutual funds, and United States Treasury Bills with maturities of 30 days or less. Restricted cash primarily represents amounts restricted under debt agreements for future capital expenditures or for specific future operating costs.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Transactions With Parkway Properties, Inc.

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

TRANSACTIONS WITH PARKWAY PROPERTIES, INC.

TRANSACTIONS WITH PARKWAY PROPERTIES, INC.

On October 6, 2016, pursuant to the Agreement and Plan of Merger, dated April 28, 2016, (as amended or supplemented from time to time, the “Merger Agreement”), by and among Cousins, Parkway and subsidiaries of Cousins and Parkway, Parkway merged with and into a wholly-owned subsidiary of the Company (the "Merger"), with this subsidiary continuing as the surviving corporation of the Merger. In accordance with the terms and conditions of the Merger Agreement, each outstanding share of Parkway common stock and each outstanding share of Parkway limited voting stock was converted into 1.63 shares of Cousins common stock or limited voting preferred stock, respectively. In the Merger, former Parkway common stockholders received approximately 183 million shares of Cousins common stock and Parkway limited voting stockholders received approximately 7 million shares of Cousins limited voting preferred stock.

On October 7, 2016, pursuant to the Merger Agreement and the Separation, Distribution and Transition Services Agreement, dated as of October 5, 2016 (the "Separation Agreement"), by and among Cousins, Parkway, New Parkway, and certain other parties thereto, Cousins distributed pro rata to its common and limited voting preferred stockholders, including legacy Parkway common and limited voting stockholders, all of the outstanding shares of common and limited voting stock, respectively, of New Parkway, a newly-formed entity that contains the combined businesses relating to the ownership of real properties in Houston, Texas and certain other businesses of Parkway (the "Spin-Off"). In the Spin-Off, Cousins distributed one share of New Parkway common or limited voting stock for every eight shares of common or limited voting preferred stock of Cousins held of record as of the close of business on October 6, 2016. As a result of the Spin-Off, New Parkway is now an independent public company, and its common stock is listed under the symbol "PKY" on the New York Stock Exchange.

In connection with the Merger and Spin-Off, CPLP was formed. As a result of a series of transactions undertaken pursuant to the Separation Agreement (the "Reorganization"), occurring after the Merger but prior to the Spin-Off, substantially all of Parkway's and the Company's assets and liabilities not pertaining to the ownership of real properties in Houston, Texas and certain other businesses of Parkway, were contributed to CPLP. As a result of the Merger and Spin-Off, substantially all of the Company's post-Merger, post-Spin-Off activities are conducted through CPLP.

Approximately 98% of the partnership units of CPLP are owned by the Company, and approximately 2% are owned by legacy outside unit holders of Parkway LP (the "Outside Unit Holders"). Ownership of partnership units in CPLP will generally entitle the holder to share in cash distributions from, and in the profits and losses of, CPLP in proportion to such holder's percentage ownership. The Company acts as the general partner in CPLP and has the exclusive right and full authority and responsibility to manage and operate CPLP's business. Limited partners generally do not have any right to participate in or exercise control or management power over the business and affairs of CPLP. Limited partners may redeem partnership units for cash, or at the Company's election, shares of Cousins' common stock on a one-for-one basis, at any time beginning twelve months following the date of the initial issuance of the partnership units, except for partnership units issued in connection with the Reorganization, which may be redeemed at any time. The Company consolidates the accounts and operations of CPLP in its financial statements.

The acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification, or ASC, 805, Business Combinations, with the Company as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair value. The total value of the transaction is based on the closing stock price of the Company's common stock on October 5, 2016, the day immediately prior to the closing of the Merger, of $10.19 per share. Based on the shares issued in the transaction and on the units of CPLP effectively issued to the Outside Unit Holders in the transaction, the total fair value of the assets and liabilities assumed in the Merger was $2.0 billion. The Company incurred$24.5 millionin expenses related to the merger during the year ended December 31, 2016.

Management engaged a third party valuation specialist to assist with the fair value assessment, which included an allocation of the purchase price. The third party used cash flow analysis as well as an income approach and a cost approach to determine the fair value of assets acquired. Based on additional information that may become available, subsequent adjustments may be made to the purchase price allocation within the allocation period, which typically does not exceed one year.

The purchase price was allocated as follows (in thousands):

Real estate assets	$	3,441,859
Cash	63,193
Restricted cash	30,560
Notes and other receivables	36,388
Investment in unconsolidated joint ventures	58,875
Intangible assets	330,221
Other assets	10,549
	$	3,971,645
Notes payable	$	1,473,810
Accounts payable and accrued expenses	136,934
Intangible liabilities	106,480
Other liabilities	12,076
Nonredeemable noncontrolling interests (excluding CPLP)	292,337
	$	2,021,637
Total purchase price	$	1,950,008

In the Merger, the Company acquired an interest in a joint venture which it consolidated because it controlled the operations of the joint venture. The outside interests associated with this joint venture are included in noncontrolling interests in the above purchase price allocation. In December 2016, the Company purchased the outside partner's interest in the joint venture for $279 million.

The Merger accounted for$68.7 millionof consolidated revenue and$9.0 millionin consolidated net income as reported for 2016.

The following unaudited supplemental pro forma information presented is based upon the Company's historical consolidated statements of operations, adjusted as if the Merger had occurred on January 1, 2015. This supplemental pro forma information is not necessarily indicative of future results, or of actual results, that would have been achieved had the transactions been consummated at the beginning of each period.

	2016		2015
	(unaudited, in thousands, except per share amounts)
Revenues	$	732,117	$	855,318
Income from continuing operations	179,625		237,909
Net income	174,117		237,323
Net income available to common stockholders	166,375		208,574
Per share information:
Basic	$	0.42	$	0.53
Diluted	$	0.41	$	0.53

As a result of the Spin-Off, the historical results of operations of the Company's properties that were contributed to New Parkway have been presented as discontinued operations in the consolidated statements of operations and comprehensive income. The above pro forma information is presented prior to the discontinued operations reclassification. Discontinued operations also include transaction costs of $6.3 million we incurred in the Spin-Off.

The following is a summary of the assets and liabilities transferred to New Parkway as part of the Spin-Off (in thousands):

Real estate assets	$	1,696,080
Cash	192,755
Notes and other receivables	43,752
Intangible assets	143,294
Other assets	6,669
	$	2,082,550
Notes payable	$	803,769
Accounts payable and accrued expenses	56,055
Intangible liabilities	59,424
Other liabilities	22,241
	$	941,489
Noncontrolling interest	22,821
Net assets in Spin-off to New Parkway	$	1,118,240

The following table includes a summary of discontinued operations of the Company for the years ended December 31, 2016, 2015, and 2014. In addition to the discontinued operations associated with the Spin-Off, this table includes the discontinued operations of Lakeshore Park Plaza and 600 University Park Place that were sold in 2014. There were no dispositions that met this criteria in 2015. See note 4 for a detail of dispositions during the periods.

	2016			2015			2014
Rental property revenues	$	136,927		$	176,828		$	182,714
Rental property operating expenses	(58,336		)	(73,630		)	(80,099		)
Other revenues	288			450			4,064
Interest expense	(6,022		)	(7,988		)	(8,127		)
Depreciation and amortization	(47,345		)	(63,791		)	(77,760		)
Other expenses	(6,349		)	(21		)	(28		)
Income from discontinued operations	$	19,163		$	31,848		$	20,764
Gain (loss) on sale of discontinued operations, net	$	—		$	(551	)	$	19,358
Cash provided by operating activities	$	42,604		$	76,395		$	81,946
Cash used in investing activities	$	(30,067	)	$	(55,085	)	$	6,001

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Real Estate Transactions

12 Months Ended

Dec. 31, 2016

Real Estate [Abstract]

REAL ESTATE TRANSACTIONS

Dispositions

The Company sold the following properties in 2016, 2015, and 2014 ($ in thousands):

Property	Property Type	Location	Square Feet	Sales Price
2016
100 North Point Center East	Office	Atlanta	129,000	$	22,000
Post Oak Central	Office	Houston	1,280,000	(1		)
Greenway Plaza	Office	Houston	4,348,000	(1		)
Two Liberty Place	Office	Philadelphia	941,000	$	219,000
191 Peachtree	Office	Atlanta	1,225,000	$	267,500
Lincoln Place	Office	Miami	140,000	$	80,000
The Forum	Office	Atlanta	220,000	$	70,000
2015
2100 Ross	Office	Dallas, TX	844,000	$	131,000
200, 333, and 555 North Point Center East	Office	Atlanta, GA	411,000	$	70,300
The Points at Waterview	Office	Dallas, TX	203,000	$	26,800
2014
777 Main	Office	Ft. Worth, TX	980,000	$	167,000
Lakeshore Park Plaza	Office	Birmingham, AL	197,000	$	25,000
Mahan Village	Retail	Tallahassee, FL	147,000	$	29,500
600 University Park Place	Office	Birmingham, AL	123,000	$	19,700

(1) Represents properties distributed to New Parkway in the Spin-Off.

The Company sold the properties noted above in 2016, 2015, and 2014 as part of its ongoing investment strategy of recycling investment capital to fund investment activity.

Held for sale

As of December 31, 2015, 100 North Point Center East was classified as held for sale. The major classes of assets and liabilities of the property held for sale as of December 31, 2015 were as follows (in thousands):

Real estate assets and related assets held for sale
Operating Properties, net of accumulated depreciation of $7,072	$	6,421
Notes and accounts receivable	210
Deferred rents receivable	496
Other assets, net of accumulated amortization of $128	119
	$	7,246
Liabilities of real estate assets held for sale
Accounts payable and accrued expenses	$	140
Deferred Income	200
Other liabilities	1,007
	$	1,347

Acquisitions

In 2014, the Company acquired Northpark Town Center, a 1.5 million square foot office asset located in Atlanta, Georgia. The gross purchase price for this property was $348.0 million, before adjustments for customary closing costs and other closing credits. The Company incurred $643,000 in acquisition and related costs associated with this acquisition.

In 2014, the Company acquired Fifth Third Center, a 698,000 square foot Class A office tower located in the Charlotte, North Carolina central business district. The gross purchase price for this property was $215.0 million, before adjustments for customary closing costs and other closing credits. The Company incurred $328,000 in acquisition and related costs associated with this acquisition.

The following tables summarize allocations of the estimated fair values of the assets and liabilities of the operating property acquisitions discussed above (in thousands):

	2014
	Northpark Town Center			Fifth Third Center
Tangible assets:
Land and improvements	$	24,577		$	22,863
Building	274,151			163,649
Tenant improvements	21,674			16,781
Other assets	—			1,014
Tangible assets	320,402			204,307
Intangible assets:
Above-market leases	2,846			632
In-place leases	30,159			17,096
Below-market ground leases	—			338
Total intangible assets	33,005			18,066
Tangible liabilities:
Accounts payable and accrued expenses	—			(1,026		)
Total tangible liabilities	—			(1,026		)
Intangible liabilities:
Below-market leases	(8,018		)	(9,374		)
Total intangible liabilities	(8,018		)	(9,374		)
Total net assets acquired	$	345,389		$	211,973

The following unaudited supplemental pro forma information is presented for the acquisitions of Northpark Town Center and Fifth Third Center for the year ended December 31, 2014. This pro forma information is based on the Company's historical consolidated statement of operations, as adjusted, as if the acquisitions had occurred at the beginning of 2013. The supplemental pro forma information is not necessarily indicative of future results or of actual results that would have been achieved had the transactions been consummated at the beginning of 2014 (in thousands, except per share amounts).

Revenues	$	388,791
Income from continuing operations	31,695
Net income	52,853
Net income available to common stockholders	45,364
Per share information:
Basic	$	0.22
Diluted	$	0.22

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Notes and Accounts Receivable

12 Months Ended

Dec. 31, 2016

Receivables [Abstract]

NOTES AND ACCOUNTS RECEIVABLE

NOTES AND ACCOUNTS RECEIVABLE

At December 31, 2016 and 2015, notes and accounts receivables included the following (in thousands):

	2016			2015
Notes receivable	$	3,921		$	414
Allowance for doubtful accounts related to notes receivable	(414		)	(414		)
Tenant and other receivables	24,929			11,767
Allowance for doubtful accounts related to tenant and other receivables	(753		)	(939		)
	$	27,683		$	10,828

At December 31, 2016 and 2015, the fair value of the Company’s notes receivable approximated the cost basis. Fair value was calculated by discounting future cash flows from the notes receivable at estimated rates in which similar loans would have been made at December 31, 2016 and 2015. The estimate of the rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate notes of similar type and maturity. This fair value calculation is considered to be a Level 3 calculation under the accounting guidelines, as the Company utilizes internally generated assumptions regarding current interest rates at which similar instruments would be executed.

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Investment in Unconsolidated Joint Ventures

12 Months Ended

Dec. 31, 2016

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of December 31, 2016 and 2015. The information included in the summary of operations table is for the years ended December 31, 2016, 2015, and 2014 (in thousands).

	Total Assets				Total Debt				Total Equity (Deficit)						Company's Investment
SUMMARY OF FINANCIAL POSITION:	2016		2015		2016		2015		2016			2015			2016				2015
Terminus Office Holdings	$	268,242	$	277,444	$	207,545	$	211,216	$	49,476		$	56,369		$	25,686			$	29,110
EP I LLC	78,537		83,115		58,029		58,029		18,962			24,172			18,551				21,502
EP II LLC	67,754		70,704		44,969		40,910		21,743			24,331			17,606				19,118
Charlotte Gateway Village, LLC	119,054		123,531		—		17,536		116,809			104,336			11,796				11,190
HICO Victory Center LP	14,124		13,532		—		—		13,869			13,229			9,506				9,138
Carolina Square Holdings LP	66,922		15,729		23,741		—		34,173			12,085			18,325				6,782
CL Realty, L.L.C.	8,047		7,872		—		—		7,899			7,662			3,644				3,515
DC Charlotte Plaza LLLP	17,940		—		—		—		17,073			—			8,937				—
Temco Associates, LLC	4,368		5,284		—		—		4,253			5,133			829				977
Wildwood Associates	16,351		16,419		—		—		16,314			16,354			(1,143		)	(1)	(1,122		)	(1)
Crawford Long - CPI, LLC	27,523		29,143		72,822		74,286		(45,928		)	(46,238		)	(21,866		)	(1)	(22,021		)	(1)
Cousins W. Rio Salado, LLC	59,399		—		12,852		—		32,855			—			52,206				—
Courvoisier Centre JV, LLC	172,197		—		106,500		—		69,479			—			11,782				—
AMCO 120 WT Holdings, LLC	10,446		—		—		—		9,136			—			184				—
Other	—		2,107		—		—		—			1,646			345				1,245
	$	930,904	$	644,880	$	526,458	$	401,977	$	366,113		$	219,079		$	156,388			$	79,434

	Total Revenues						Net Income (Loss)									Company's Share of Net  Income (Loss)
SUMMARY OF OPERATIONS:	2016		2015		2014		2016			2015			2014			2016			2015			2014
Terminus Office Holdings	$	42,386	$	40,250	39,531		$	4,608		$	2,789		663			$	2,303		$	1,395		$	308
EP I LLC	12,239		12,558		12,049		2,294			3,177			2,583			1,684			2,197			1,937
EP II LLC	5,376		1,264		—		(1,187		)	(638		)	—			(878		)	(466		)	—
Charlotte Gateway Village, LLC	34,156		33,724		33,903		14,536			12,737			11,645			2,194			1,183			1,176
HICO Victory Center LP	383		262		—		376			204			—			187			102			—
Carolina Square Holdings LP	58		—		—		9			—			—			—			—			—
CL Realty, L.L.C.	567		855		1,573		237			424			1,069			128			220			542
DC Charlotte Plaza LLLP	47		—		—		45			—			—			24			—			—
Temco Associates, LLC	1,343		9,485		2,155		440			2,358			495			502			2,351			(6		)
Wildwood Associates	—		—		3,329		(140		)	(120		)	(1,704		)	(70		)	(59		)	2,097
Crawford Long - CPI, LLC	12,113		12,291		11,945		2,743			2,820			2,775			1,372			1,416			1,407
Cousins W Rio Salado, LLC	4,219		—		—		3,926			—			—			2,906			—			—
Courvoisier Centre JV, LLC	3,968		—		—		(489		)	—			—			(93		)	—			—
Other	—		—		4,841		—			(40		)	7,831			303			(37		)	3,807
	$	116,855	$	110,689	$	109,326	$	27,398		$	23,711		$	25,357		$	10,562		$	8,302		$	11,268

(1) Negative balances are included in deferred income on the consolidated balance sheets.

Terminus Office Holdings LLC ("TOH") – TOH is a 50-50 joint venture between the Company and institutional investors advised by J.P. Morgan Asset Management ("JPM") which owns and operates two office buildings in Atlanta, Georgia. TOH has two non-recourse mortgage loans totaling $207.5 million that mature on January 1, 2023. The weighted average interest rate on these fixed rate loans is 4.69%. The Company does not consolidate TOH because the Company and its partner share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of TOH are allocated to the partners equally until JPM receives an agreed upon return, after which the Company may receive an additional promoted interest. The assets of the venture in the above table include a cash balance of $3.6 million at December 31, 2016.

EP I LLC ("EP I") – EP I is a joint venture between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest, which owns the first phase of Emory Point, a mixed-use property in Atlanta, Georgia. The Company does not consolidate EP I because the Company and Gables share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of EP I are allocated to the partners pro rata based on their percentage ownership interests. EP I has a non-recourse construction loan with an outstanding balance $59.0 million at December 31, 2016, and the loan bears interest at LIBOR plus 1.75%. The loan matures April 9, 2017. The assets of the venture in the above table include a cash balance of $234,000 at December 31, 2016.

EP II LLC ("EP II") – EP II is a joint venture between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest. The venture owns the second phase of Emory Point. The Company does not consolidate EP II because the Company and Gables share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of EP II are allocated to the partners pro rata based on their percentage ownership interests. EP II has a construction loan with an outstanding balance of $45.0 million at December 31, 2016, and the loan bears interest at LIBOR plus 1.85%. The loan matures April 9, 2017, and the Company has certain rights to extend the maturity date. The Company and Gables guarantee up to $3.4 million and $1.1 million of the construction loan, respectively. These guarantees may be eliminated after project completion, based on certain conditions. The assets of the venture in the above table include a cash balance of $794,000 at December 31, 2016.

Charlotte Gateway Village, LLC ("Gateway") – Gateway is a 50-50 joint venture between the Company and Bank of America Corporation (“BOA”), which owns and operates Gateway Village, a 1.1 million square foot office building in Charlotte, North Carolina. Through December 1, 2016, Gateway’s net income or loss and cash distributions were allocated to the members as follows: first to the Company so that it received a cumulative compounded return equal to 11.46% on its capital contributions, second to BOA until it received an amount equal to the aggregate amount distributed to the Company, and then 50% to each member. After December 1, 2016, net income and cash flows are allocated 50% to each member. Proceeds from capital transactions are allocated first to BOA in an amount not to exceed $80.9 million, second 50% to each member until the Company receives a 17% internal rate of return, and third 80% to BOA and 20% to the Company. The Company’s total project return on Gateway is ultimately limited to an internal rate of return of 17% on its invested capital. Gateway had a fully-amortizing, non-recourse mortgage loan which matured on December 1, 2016. The assets of the venture in the above table include a cash balance of $3.7 million at December 31, 2016.

HICO Victory Center LP ("HICO") – In 2014, HICO, a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), was formed for the purpose of acquiring and subsequently developing an office parcel in Dallas, Texas. Pursuant to the joint venture agreement, all pre-development expenditures, other than land, are funded equally by the partners. The Company funded 75% of the cost of land while Hines Victory funded 25%. If the partners decide to commence construction of an office building, the capital accounts and economics of the venture will be adjusted such that the Company will effectively own at least 90% of the venture and Hines will own up to 10%. As of December 31, 2016, the Company accounted for its investment in HICO under the equity method because it does not control the activities of the venture. If the partners decide to construct an office building within the venture, the Company expects to consolidate the venture. The assets of the venture in the table above include a cash balance of $237,000 at December 31, 2016.

Carolina Square Holdings LP ("Carolina Square") - In 2015, Carolina Square, a 50-50 joint venture between the Company and NR 123 Franklin LLC ("Northwood Ravin") was formed for the purpose of developing and constructing a mixed-use property in Chapel Hill, North Carolina pursuant to a ground lease. Carolina Square also entered into a construction loan agreement, secured by the project, which is expected to provide up to $79.8 million to fund future construction costs. The loan bears interest at LIBOR plus 1.90% and matures on May 1, 2018. The Company and Northwood Ravin will each guarantee 12.5% of the outstanding loan amount and guarantee completion of the project. As of December 31, 2016, the outstanding balance of the construction loan was $23.7 million. The assets of the venture in the table above include a cash balance of $70,000 at December 31, 2016.

CL Realty, L.L.C. ("CL Realty") – CL Realty is a 50-50 joint venture between the Company and Forestar Realty Inc. ("Forestar"), that owns one parcel of land in Texas and mineral rights associated with one project in Texas. The assets of the venture in the above table include a cash balance of $502,000 at December 31, 2016.

DC Charlotte Plaza LLLP ("Charlotte Plaza") - Charlotte Plaza is a 50-50 joint venture between the Company and Dimensional Fund Advisors ("DFA") formed to develop DFA's 282,000 square foot regional headquarters building in Charlotte, North Carolina. Capital contributins and distributions of cash flow are made equally in accordance with each partner's partnership interest. Charlotte Plaza did not have a cash balance at December 31, 2016.

Temco Associates, LLC ("Temco") – Temco is a 50-50 joint venture between the Company and Forestar, that owns various parcels of land and a golf course in Georgia. The assets of the venture in the above table include a cash balance of $125,000 at December 31, 2016.

Wildwood Associates ("Wildwood") – Wildwood is a 50-50 joint venture between the Company and IBM which owns 22 acres of undeveloped land in the Wildwood Office Park in Atlanta, Georgia. In 2014, Wildwood sold a tract of land resulting in the Company recognizing income from unconsolidated joint ventures of $2.1 million. Of this income, $582,000 represents recognition of deferred income associated with Wildwood's negative investment. At December 31, 2016, the Company’s investment in Wildwood was a credit balance of $1.1 million. This credit balance resulted from cumulative distributions from Wildwood over time that exceeded the Company’s basis in its contributions, and essentially represents deferred gain not recognized at venture formation. This credit balance will decline as the venture’s remaining land is sold. The Company does not have any obligation to fund Wildwood’s working capital needs.

Crawford Long—CPI, LLC ("Crawford Long") – Crawford Long is a 50-50 joint venture between the Company and Emory University that owns the Emory University Hospital Midtown Medical Office Tower, a 358,000 square foot medical office building located in Atlanta, Georgia. Crawford Long has a $72.8 million, 3.5% fixed rate mortgage note which matures on June 1, 2023. The assets of the venture in the above table include a cash balance of $1.2 million at December 31, 2016.

Courvoisier Centre JV, LLC ("Courvoisier") - Courvoisier is a joint venture between the Company, with a 20% interest, and Spanish Key LLC, with an 80% interest, that owns Courvoisier Centre, a 343,000 square foot, two-building office property in Miami, Florida. Courvoisier has a $106.5 million, 4.6% fixed rate mortgage note which matures on March 1, 2026. The assets of the venture in the above table include a cash balance of $1.7 million at December 31, 2016.

Cousins W Rio Salado, LLC ("111 West Rio") - 111 West Rio, a wholly-owned subsidiary of the Company, owns a 74.6% interest in the American Airlines Building, a 225,000 square foot office building located in the Tempe submarket of Phoenix, Arizona. American Airlines owns the remaining 25.4% interest in the building and through October 31, 2016 leased 100% of the building. In October 2016, American Airlines terminated its lease and entered into an agreement with the Company for the purchase of its interest in the building for $19.6 million on, or before, February 28, 2017. Upon consummation of the purchase of American Airlines' interest in the building, the Company expects to consolidate the operations of the building in its consolidated financial statements. Also in October 2016, the Company entered into a lease with ADP to lease 100% of the building under a lease that is expected to commence in April 2017.

AMCO 120 WT Holdings, LLC ("Cousins AMCO") - Cousins AMCO is a joint venture between the Company, with a 20% interest, and affiliates of AMLI Residential (“AMLI”), with an 80% interest, to develop a mixed-use property in Decatur, Georgia. The property is expected to contain approximately 30,000 square feet of office space, 10,000 square feet of retail space and 330 apartment units. Initial contributions to the joint venture for the purchase of land were funded entirely by AMLI. Subsequent contributions will be funded in proportion to the members' percentage interests. The Company accounts for its investment in this joint venture under the equity method as it does not currently control the activities of the venture. The assets of the venture in the above table include a cash balance of $1.5 million at December 31, 2016.

At December 31, 2016, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $513.6 million. These loans are generally mortgage or construction loans, most of which are non-recourse to the Company, except as described above. In addition, in certain instances, the Company provides “non-recourse carve-out guarantees” on these non-recourse loans.

The Company recognized $7.4 million, $6.0 million, and $5.4 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2016, 2015, and 2014, respectively. See note 2, fee income, for a discussion of the accounting treatment for fees and reimbursements from unconsolidated joint ventures.

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Intangible Assets

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

INTANGIBLE ASSETS

At December 31, 2016 and 2015, intangible assets included the following (in thousands):

	2016		2015
In-place leases, net of accumulated amortization of $46,899 and $88,035 in 2016 and 2015, respectively	$	185,251	$	112,937
Above-market tenant leases, net of accumulated amortization of $6,515 and $15,423 in 2016 and 2015, respectively	40,260		8,031
Below-market ground lease, net of accumulated amortization of $69 in 2016	18,344		—
Goodwill	1,674		3,647
	$	245,529	$	124,615

Intangible assets, other than goodwill, mainly relate to the acquisitions in 2016, 2015, and 2014 (see note 3). Aggregate net amortization expense related to intangible assets and liabilities was $24.0 million, $23.7 million, and $32.7 million for the years ended December 31, 2016, 2015, and 2014, respectively. Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows (in thousands):

	Below Market Rents			Above Market Ground Lease			Below Market Ground Lease		Above Market Rents		In Place Leases		Total
2017	$	(15,591	)	$	(46	)	$	487	$	9,169	$	47,877	$	41,896
2018	(14,460		)	(46		)	470		8,225		36,574		30,763
2019	(12,754		)	(46		)	454		6,316		27,993		21,963
2020	(11,532		)	(46		)	439		5,043		22,000		15,904
2021	(9,634		)	(46		)	425		3,805		16,879		11,429
Thereafter	(23,999		)	(1,581		)	16,069		7,702		33,928		32,119
	$	(87,970	)	$	(1,811	)	$	18,344	$	40,260	$	185,251	$	154,074
Weighted average remaining lease term	7 years			39 years			67 years		6 years		6 years		10 years

Goodwill relates entirely to the Company's office assets. As office assets are sold, either by the Company or by joint ventures in which the Company has an interest, goodwill is allocated to the cost of each sale. The following is a summary of goodwill activity for the years ended December 31, 2016 and 2015 (in thousands):

	2016			2015
Beginning Balance	$	3,647		$	3,867
Allocated to property sales and Spin-Off	(1,973		)	(220		)
Ending Balance	$	1,674		$	3,647

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Other Assets

12 Months Ended

Dec. 31, 2016

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS

OTHER ASSETS

At December 31, 2016 and 2015, other assets included the following (in thousands):

	2016		2015
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $23,135 and $22,572 in 2016 and 2015, respectively	$	15,773	$	13,523
Lease inducements, net of accumulated amortization of $1,278 and $6,865 in 2016 and 2015, respectively	2,517		13,306
Prepaid expenses and other assets	8,432		4,408
Predevelopment costs and earnest money	179		1,780
Line of credit deferred financing costs, net of accumulated amortization of $2,264 and $1,380 in 2016 and 2015, respectively	2,182		2,972
	$	29,083	$	35,989

Lease inducements represent incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms.

Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determines are probable of future development.

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Notes Payable

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTES PAYABLE

The following table summarizes the terms of notes payable outstanding at December 31, 2016 and 2015 (in thousands):

Description	Interest Rate	Maturity	2016			2015
Term Loan, unsecured	1.97%	2021	$	250,000		$	—
Fifth Third Center	3.37%	2026	149,516			—
Credit Facility, unsecured	1.87%	2019	134,000			92,000
One Eleven Congress	6.08%	2017	128,000			—
The American Cancer Society Center	6.45%	2017	127,508			129,342
Colorado Tower	3.45%	2026	120,000			—
Promenade	4.27%	2022	105,342			108,203
San Jacinto	6.05%	2017	101,000			—
816 Congress	3.75%	2024	84,872			85,000
3344 Peachtree	4.75%	2017	78,971			—
Two Buckhead Plaza	6.43%	2017	52,000			—
Meridian Mark Plaza	6.00%	2020	24,522			24,978
The Pointe	4.01%	2019	22,945			—
Post Oak Central	4.26%	2020	—			181,770
191 Peachtree Tower	3.35%	2018	—			100,000
			$	1,378,676		$	721,293
Unamortized premium, net			6,792			—
Unamortized loan costs			(4,548		)	(2,483		)
Total Notes Payable			$	1,380,920		$	718,810

Credit Facility

The Company has a $500 million senior unsecured line of credit (the "Credit Facility") that matures on May 28, 2019. The Credit Facility may be expanded to $750 million at the election of the Company, subject to the receipt of additional commitments from the lenders and other customary conditions.

The Credit Facility contains financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 2.00; a fixed charge coverage ratio of at least 1.50; an overall leverage ratio of no more than 60%; and a minimum shareholders' equity in an amount equal to $1.0 billion, plus a portion of the net cash proceeds from certain equity issuances. The Credit Facility also contains customary representations and warranties and affirmative and negative covenants, as well as customary events of default. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.

The interest rate applicable to the Credit Facility varies according to the Company’s leverage ratio, and may, at the election of the Company, be determined based on either (1) the current London Interbank Offered Rate ("LIBOR") plus a spread of between 1.10% and 1.45%, based on leverage or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50% or the one-month LIBOR plus 1.0% (the “Base Rate”), plus a spread of between 0.10% and 0.45%, based on leverage. The Company also pays an annual facility fee on the total commitments under the Credit Facility of between 0.15% and 0.30% based on leverage.

At December 31, 2016, the Credit Facility's spread over LIBOR was 1.1%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $365.0 million at December 31, 2016.

Term Loan

During 2016, the Company obtained a $250 million unsecured term loan (the "Term Loan") that matures on December 2, 2021. The Term Loan contains financial covenants consistent with those of the Credit Facility. The interest rate applicable to the Term Loan varies according to the Company’s leverage ratio, and may, at the election of the Company, be determined based on either (1) the current London Interbank Offered Rate ("LIBOR") plus a spread of between 1.20% and 1.70%, based on leverage or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50% or the one-month LIBOR plus 1.0% (the “Base Rate”), plus a spread of between 0.00% and 0.75%, based on leverage. At December 31, 2016, the Term Loan's spread over LIBOR was 1.2%.

Debt Associated with the Merger and Spin-Off

In connection with the Merger, the Company assumed $635.2 million of mortgage debt (excluding $272.4 million of mortgage debt assumed and distributed in connection with the Spin-Off) at a weighted average stated interest rate of 5.2%. Subsequent to the Merger and before December 31, 2016, the Company repaid $251.9 million of this assumed mortgage debt, which included the legal defeasance of a $20.2 million mortgage loan. In connection with the Spin-Off, the Company distributed the Post Oak Central mortgage note to New Parkway on October 7, 2016.

In the Merger, the Company assumed $550 million in Parkway unsecured term debt, received proceeds from a $350 million senior secured term loan and repaid the $550 million in unsecured term debt. In the Spin-Off, the Company distributed the $350 million senior secured term loan to New Parkway.

Other Mortgage Loan Information

In 2016, the Company had the following mortgage loan activity:

• Entered into a $120.0 million non-recourse mortgage loan secured by Colorado Tower, a 373,000 square foot office building in Austin, Texas. The mortgage bears interest at a fixed annual rate of 3.45% and matures September 1, 2026.

• Entered into a $150.0 million non-recourse mortgage loan secured by Fifth Third Center, a 698,000 square foot office building in Charlotte, North Carolina. The mortgage bears interest at a fixed annual rate of 3.37% and matures October 1, 2026.

• Repaid the $98.1 million 191 Peachtree Tower mortgage loan in full in connection with a sale of the building and paid a $3.7 million prepayment penalty.

In 2015, the Company prepaid, without penalty, the $14.2 million The Points at Waterview mortgage note. The note was scheduled to mature on January 1, 2016.

Other Debt Information

The real estate and other assets of The American Cancer Society Center (the “ACS Center”) are restricted under the ACS Center loan agreement in that they are not available to settle debts of the Company. However, provided that the ACS Center loan has not incurred any uncured event of default, as defined in the loan agreement, the cash flows from the ACS Center, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

The majority of the Company’s consolidated debt is fixed-rate long-term non-recourse mortgage notes payable. Assets with depreciated carrying values of $1.4 billion were pledged as security on the $995 million mortgage notes payable. As of December 31, 2016, the weighted average maturity of the Company’s consolidated debt was 4.25 years.

As a result of the Parkway Transactions, the Company assumed four non-recourse mortgage loans with an aggregate principal amount of $360.0 million that mature in 2017. In addition, the Company has one additional non-recourse mortgage loan with a principal balance of $127.5 million that matures in 2017. While the Company does not currently have the liquid funds available to satisfy the obligations, the Company expects to repay these loans when they mature with a combination of sources of capital including, but not limited to, asset sales, unsecured debt, mortgage loans on these or other properties, or issuance of common equity.

At December 31, 2016 and 2015, the estimated fair value of the Company’s notes payable was $1.4 billion and $738.1 million, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2016 and 2015. The estimate of the current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820 as the Company utilizes market rates for similar type loans from third party brokers.

For the years ended December 31, 2016, 2015, and 2014, interest was recorded as follows (in thousands):

	2016			2015			2014
Total interest incurred	$	31,347		$	26,314		$	23,735
Interest capitalized	(4,697		)	(3,579		)	(2,752		)
Total interest expense	$	26,650		$	22,735		$	20,983

Debt Maturities

Future principal payments due (including scheduled amortization payments and payments due upon maturity) on the Company's notes payable at December 31, 2016 are as follows (in thousands):

2017	$	495,916
2018	9,348
2019	167,047
2020	33,826
2021	261,256
Thereafter	411,283
	$	1,378,676

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Commitments

The Company had a total of $135.7 million in future obligations under leases to fund tenant improvements and other future construction obligations at December 31, 2016. The Company had outstanding letters of credit and performance bonds totaling $3.8 million at December 31, 2016. The Company recorded lease expense of $2.4 million, $2.0 million, and $1.3 million in 2016, 2015, and 2014, respectively. The Company has future lease commitments under ground leases and operating leases totaling $211.2 million over weighted-average remaining terms of 78 and 3 years, respectively. Amounts due under these lease commitments are as follows (in thousands):

2017	$	2,795
2018	2,718
2019	2,613
2020	2,492
2021	2,373
Thereafter	198,161
	$	211,152

Litigation

The Company is subject to various legal proceedings, claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

In 2016, in connection with the Merger, the Company issued 6.9 million shares of limited voting preferred stock, par value $1 per share. Each share of limited voting preferred stock is "paired" with a limited partnership unit in CPLP. A share of Cousins limited voting preferred stock will be automatically redeemed by Cousins without consideration if such share's paired limited partnership unit in CPLP is transferred or redeemed. Holders of the limited voting preferred stock are entitled to one vote on the following matters only: the election of directors, any proposed amendment of the Company's Articles of Incorporation, any merger or other business combination of the Company, any sale of substantially all of the Company's assets, and any liquidation of the Company. Holders of limited voting preferred stock are not entitled to any dividends or distributions and the limited voting preferred stock is not convertible into or exchangeable for any other property or securities of the Company.

In 2015, the Board of Directors of the Company authorized the repurchase of up to $100 million of its outstanding common shares. The plan expires on September 8, 2017. The repurchases may be executed in the open market, through private negotiations, or in other transactions permitted under applicable law. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The share repurchase program may be suspended or discontinued at any time.

Under this plan, through December 31, 2016, the Company has repurchased 6.8 million shares of its common stock for a total cost of $61.5 million, including broker commissions. The share repurchases were funded from cash on hand, borrowings under the Company's Credit Facility, and proceeds from the sale of assets. The repurchased shares were recorded as treasury shares on the consolidated balance sheets.

In 2014, the Company issued 26.7 million shares of common stock, in two offerings, resulting in net proceeds to the Company of $321.9 million, which includes customary legal, accounting, and other expenses.

In 2014, the Company redeemed all outstanding shares of its 7.5% Series B Cumulative Redeemable Preferred Stock, par value $1 per share, for $25 per share or $94.8 million, excluding accrued dividends. In connection with this redemption, the Company decreased net income available for common stockholders by $3.5 million (non-cash), which represents the original issuance costs applicable to the shares redeemed.

Ownership Limitations — In order to minimize the risk that the Company will not meet one of the requirements for qualification as a REIT, the Company's Articles of Incorporation include certain restrictions on the ownership of more than 3.9% of the Company’s total common and preferred stock, subject to waiver by Board of Directors.

Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2016, 2015, and 2014 to meet REIT distribution requirements (in thousands):

	2016			2015			2014
Common and preferred dividends paid	$	1,077,179		$	69,162		63,364
Dividends treated as taxable compensation	(92		)	(94		)	(110	)
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements	—			(731		)	(2,182	)
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements	—			—			731
Dividends in excess of current year REIT distribution requirements	(827,005		)	—			—
Dividends applied to meet current year REIT distribution requirements	$	250,082		$	68,337		61,803

Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s distributions for the years ended December 31, 2016, 2015, and 2014:

	Total  Distributions Per Share		Ordinary Dividends		Long-Term Capital Gain		Unrecaptured Section 1250 Gain (A)		Nondividend Distributions		Cash Liquidation Distributions
Common:
2016	$	2.853075	$	0.079661	$	0.582778	$	0.100934	$	2.190636	$	—
2015	$	0.320000	$	0.161738	$	0.158262	$	0.097271	$	—	$	—
2014	$	0.300000	$	0.281564	$	0.018436	$	0.018436	$	—	$	—
Series B Preferred:
2014	$	25.776040	$	0.467750	$	0.001000	$	0.001000	$	—	$	25.307290

(A) Represents a portion of the dividend allocated to long-term capital gain.

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Future Minimum Rents

12 Months Ended

Dec. 31, 2016

Leases [Abstract]

FUTURE MINIMUM RENTS

FUTURE MINIMUM RENTS

The Company’s leases typically contain escalation provisions and provisions requiring tenants to pay a pro rata share of operating expenses. The leases typically include renewal options and are classified and accounted for as operating leases.

At December 31, 2016 future minimum rents to be received by consolidated entities under existing non-cancelable leases are as follows (in thousands):

2017	$	307,262
2018	311,442
2019	289,132
2020	267,135
2021	237,500
Thereafter	677,943
	$	2,090,414

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

The Company maintains the 2009 Incentive Stock Plan (the “2009 Plan”), which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors. As of December 31, 2016, 2,293,403 shares were authorized to be awarded pursuant to the 2009 Plan. The Company also maintains the 2005 Restricted Stock Unit ("RSU")Plan, as amended, which allows the Company to issue awards to employees that are paid in cash on the vesting date in an amount equal to the fair market value, as defined, of one share of the Company’s stock. The Company has granted stock options, restricted stock, and restricted stock units to employees as discussed below.

As a result of the Spin-Off, the number and strike price of stock options, shares of restricted stock, and the number of restricted stock units were adjusted to preserve the intrinsic value of the awards immediately prior to the Spin-Off using an adjustment ratio based on the market price of the Company's stock prior to the Spin-Off and the market price of the Company's stock subsequent to the Spin-Off pursuant to anti-dilution provisions of the 2009 Plan. Since these adjustments were considered to be a modification of the awards, the Company compared the fair value of the awards immediately prior to the Spin-Off to the fair value immediately after the Spin-Off to measure potential incremental stock-based compensation expense. The adjustments did not result in an increase in the fair value of the awards and, accordingly, the Company did not record incremental stock-based compensation expense.

Stock Options

At December 31, 2016, the Company had 2,262,249 stock options outstanding to key employees and outside directors pursuant to the 2009 Plan. The Company typically uses authorized, unissued shares to provide shares for option exercises. The stock options have a term of ten years from the date of grant and have a vesting period of four years, except director stock options, which vest immediately. In 2016, 2015, and 2014, there were no stock option grants to employees or directors.

In 2016, in conjunction with the Merger, the Company granted 672,375 options to former Parkway key executives. These options vested immediately, and have a term of ten years from the date of grant. The Company calculated the fair value of these grants using the Black-Scholes option-pricing model, which requires the Company to provide certain inputs as follows:

• The risk-free interest rate utilized is the interest rate on U.S. Treasury Strips or Bonds having the same life as the estimated life of the Company’s option awards.

• Expected life of the options granted is estimated based on historical data reflecting actual hold periods plus an estimated hold period for unexercised options outstanding.

• Expected volatility is based on the historical volatility of the Company’s stock over a period equal to the estimated option life.

• The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular dividends over the estimated life of the option.

The weighted average fair value of options granted was $0.84 per option, and the Company computed the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	1.37	%
Assumed dividend yield	3.60	%
Assumed lives of option awards (in years)	6.4
Assumed volatility	23.23	%

The Company recorded $565,000 to additional paid-in capital for the fair value of the options granted as part of the Merger. During 2016, 2015, and 2014, $0, $15,000 and $140,000, respectively, was recognized as compensation expense related to stock options. The Company does not anticipate recognizing any future compensation expense related to stock options outstanding beyond December 31, 2016. During 2016, total cash proceeds from the exercise of options equaled $13,000. As of December 31, 2016, the intrinsic value of the options outstanding and exercisable was $2.5 million. The intrinsic value is calculated using the exercise prices of the options compared to the market value of the Company’s stock. At December 31, 2016 and 2015, the weighted-average contractual lives for the options outstanding and exercisable were 3.2 years and 2.3 years, respectively.

The following is a summary of stock option activity for the years ended December 31, 2016, 2015, and 2014:

	Number of Options (000s)		Weighted Average Exercise Price Per Option
Outstanding at December 31, 2013	3,078		$	22.90
Exercised	(206	)	8.26
Forfeited/Expired	(661	)	28.18
Outstanding at December 31, 2014	2,211		22.69
Exercised	(23	)	8.02
Forfeited/Expired	(425	)	21.98
Outstanding at December 31, 2015	1,763		22.05
Granted as a result of the Spin-Off	1,222		11.78
Exercised	(2	)	8.35
Forfeited/Expired	(721	)	27.24
Outstanding at December 31, 2016	2,262		$	10.82
Options Exercisable at December 31, 2016	2,262		$	10.82

Restricted Stock

In 2016, 2015, and 2014, the Company issued 234,965, 165,922, and 137,591 shares of restricted stock to employees, which vest ratably over three years from the issuance date. In 2016, 2015, and 2014, the Company also issued 72,771, 78,985, and 55,293 shares of stock to independent members of the board of directors which vested immediately on the issuance date. All shares of restricted stock receive dividends and have voting rights during the vesting period. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period. Compensation expense related to restricted stock was $1.6 million, $1.5 million, and $1.8 million in 2016, 2015, and 2014, respectively.

As of December 31, 2016, the Company had recorded $1.9 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.6 years. The total fair value of the restricted stock which vested during 2016 was $1.2 million. The following table summarizes restricted stock activity for the years ended December 31, 2016, 2015, and 2014:

	Number of Shares (000s)		Weighted-Average Grant Date Fair Value
Non-vested restricted stock at December 31, 2013	450		$	8.00
Granted	138		10.75
Vested	(236	)	8.00
Forfeited	(10	)	9.48
Non-vested restricted stock at December 31, 2014	342		9.08
Granted	166		11.06
Vested	(210	)	8.41
Forfeited	(5	)	10.68
Non-vested restricted stock at December 31, 2015	293		10.65
Granted	235		8.62
Granted as a result of the Spin-Off	114		7.57
Vested	(141	)	8.54
Forfeited	(30	)	9.77
Non-vested restricted stock at December 31, 2016	471		$	7.57

Restricted Stock Units

During 2016, 2015, and 2014, the Company awarded two types of performance-based RSUs to key employees: one based on the total stockholder return of the Company, as defined, relative to that of office peers included in the SNL US Office REIT Index (the "TSR RSUs") and the other based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “FFO RSUs”). The performance period for these awards is three years and the ultimate payout of these awards can range from 0% to 200% of the targeted number of units depending on the achievement of the performance metrics described above. Both of these RSUs are to be settled in cash with payment dependent upon the attainment of required service, market, and performance criteria. The Company expenses an estimate of the fair value of the TSR RSUs over the performance period using a quarterly Monte Carlo valuation. The Company expenses the FFO RSUs over the vesting period using the fair market value of the Company’s stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting. Dividend equivalents on the TSR RSUs and FFO RSUs will also be paid based upon the percentage vested. The targeted number of performance-based RSUs outstanding at December 31, 2016 are 396,872, 299,821, and 204,690 related to the 2016, 2015, and 2014 grants, respectively.

In 2012, the Company also issued 281,532 performance-based RSUs to the chief executive officer. The payout of these awards could have ranged from 0% to 150% of the targeted number of units depending on the total stockholder return of the Company, as defined, as compared to that of a peer group of companies through 2016. This award was expensed using a quarterly Monte Carlo valuation over the vesting period until the fourth quarter of 2016, when it was adjusted to the actual amount paid in 2017.

The following table summarizes the performance-based RSU activity as of December 31, 2016, 2015, and 2014 (in thousands):

Outstanding at December 31, 2013	755
Granted	205
Vested	(150	)
Forfeited	(14	)
Outstanding at December 31, 2014	796
Granted	244
Vested	(191	)
Forfeited	(6	)
Outstanding at December 31, 2015	843
Granted	312
Granted as a result of the Spin-Off	308
Vested	(160	)
Forfeited	(30	)
Outstanding at December 31, 2016	1,273

In 2016, the Company granted 28,938 time-vested RSUs to a key employee. The value of each unit is equal to the fair market value of one share of common stock. The vesting period for this award is three years. These RSUs are to be settled in cash with payment dependent upon the attainment of the required service criteria.

The Company estimates future expense for all types of RSUs outstanding at December 31, 2016 to be $3.2 million (using stock prices and estimated target percentages as of December 31, 2016), which will be recognized over a weighted-average period of 0.9 years. During 2016, total cash paid for all types of RSUs and related dividend payments was $1.6 million.

During 2016, 2015, and 2014, $6.4 million, $67,000, and $5.4 million, respectively, was recognized as compensation expense related to RSUs for employees and directors.

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Retirement Savings Plan

12 Months Ended

Dec. 31, 2016

Compensation and Retirement Disclosure [Abstract]

RETIREMENT SAVINGS PLAN

RETIREMENT SAVINGS PLAN

The Company maintains a defined contribution plan (the “Retirement Savings Plan”) pursuant to Section 401 of the Internal Revenue Code (the “Code”) which covers active regular employees. Employees are eligible under the Retirement Savings Plan immediately upon hire, and pre-tax contributions are allowed up to the limits set by the Code. The Company has a match program of up to 3% of an employee’s eligible pre-tax Retirement Savings Plan contributions up to certain Code limits. Employees vest in Company contributions over a three-year period. The Company may change this percentage at its discretion, and, in addition, the Company could decide to make discretionary contributions in the future. The Company contributed $682,000, $639,000, and $592,000 to the Retirement Savings Plan for the 2016, 2015, and 2014 plan years, respectively.

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Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

On December 31, 2014, CREC merged into Cousins and Cousins formed CTRS. CTRS recorded no income tax expense in 2016 or 2015 and CREC recorded a $20,000 income tax benefit in 2014.

The net income tax benefit differs from the amount computed by applying the statutory federal income tax rate to CTRS' income before taxes for the year ended December 31, 2016, and to CREC’s income before taxes for the years ended 2015 and 2014 as follows ($ in thousands):

	2016					2015					2014
	Amount			Rate		Amount			Rate		Amount			Rate
Federal income tax benefit (expense)	$	(1,159	)	(35	)%	$	778		35	%	$	(1,124	)	(35	)%
State income tax benefit (expense), net of federal income tax effect	(132		)	(4	)%	90			4	%	(125		)	(4	)%
Valuation allowance	1,282			39	%	(833		)	(37	)%	1,644			50	%
State deferred tax adjustment	9			—	%	(35		)	(2	)%	(375		)	(11	)%
Benefit applicable to income (loss) from continuing operations	$	—		—	%	$	—		—	%	$	20		—	%

On December 31, 2014, CREC merged into Cousins and Cousins contributed some of the assets and contracts that were previously owned by CREC to CTRS, a newly formed taxable REIT subsidiary of Cousins. Cousins retained many of CREC's tax benefits, including the significant portion of CREC's Federal and state tax carryforwards. Some of CREC's tax benefits were assumed by CTRS upon the contributions Cousins made to CTRS immediately following CREC's merger into Cousins. The tax effect of significant temporary differences representing deferred tax assets and liabilities of CTRS as of December 31, 2016 and 2015 are as follows (in thousands):

	2016			2015
Income from unconsolidated joint ventures	$	(188	)	$	928
Federal and state tax carryforwards	514			680
Total deferred tax assets	326			1,608
Valuation allowance	(326		)	(1,608		)
Net deferred tax asset	$	—		$	—

A valuation allowance is required to be recorded against deferred tax assets if, based on the available evidence, it is more likely than not that such assets will not be realized. When assessing the need for a valuation allowance, appropriate consideration should be given to all positive and negative evidence related to this realization. This evidence includes, among other things, the existence of current and recent cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company’s history with loss carryforwards and available tax planning strategies.

As of December 31, 2016 and 2015 the deferred tax asset of CTRS equaled $326,000 and $1.6 million, respectively, with a valuation allowance placed against the full amount of each. The conclusion that a valuation allowance should be recorded as of December 31, 2016 and 2015 was based the lack of evidence that CTRS, could generate future taxable income to realize the benefit of the deferred tax assets.

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Earnings Per Share

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The following table sets forth the computation of the basic and diluted earnings per share of the Company's consolidated statements of operations for the years ended December 31, 2016, 2015, and 2014 (in thousands):

	Year Ended December 31
		2016			2015			2014
Earnings per Common Share - basic:
Numerator:
Income from continuing operations		$	60,941		$	94,332		$	12,886
Net (income) attributable to noncontrolling interests in the CPLP from continuing operations		(784		)	—			—
Net (income) attributable to other noncontrolling interests from continuing operations		(211		)	(111		)	(1,004		)
Dividends to preferred stockholders		—			—			(2,955		)
Preferred Share original issue costs		—			—			(3,530		)
Income from continuing operations available for common stockholders		59,946			94,221			5,397
Income from discontinued operations		19,163			31,297			40,122
Net income available for common stockholders		$	79,109		$	125,518		$	45,519
Denominator:
Weighted average common shares - basic		253,895			215,827			204,216
Earnings per common share - basic:
Income from continuing operations available for common stockholders		$	0.24		$	0.44		$	0.02
Income from discontinued operations available for common stockholders		0.07			0.14			0.20
Net income available for common stockholders		$	0.31		$	0.58		$	0.22
Earnings per common share - diluted:
Numerator:
Income from continuing operations		$	60,941		$	94,332		$	12,886
Net (income) attributable to other noncontrolling interests from continuing operations		(211		)	(111		)	(1,004		)
Dividends to preferred stockholders		—			—			(2,955		)
Preferred Share original issue costs		—			—			(3,530		)
Income from continuing operations available for common stockholders before net income attributable to noncontrolling interests in CPLP		60,730			94,221			5,397
Income from discontinued operations available for common stockholders		19,163			31,297			40,122
Net income available for common stockholders before net income attributable to noncontrolling interests in CPLP		$	79,893		$	125,518		$	45,519
Denominator:
Weighted average common shares - basic		253,895			215,827			204,216
Add:
Stock options using treasury method		178			152			244
Noncontrolling interests CPLP		1,950			—			—
Weighted average common shares - diluted		256,023			215,979			204,460
Earnings per common share - diluted:
Income from continuing operations available for common stockholders		$	0.24		$	0.44		$	0.02
Income from discontinued operations available for common stockholders		0.07			0.14			0.20
Net income available for common stockholders		$	0.31		$	0.58		$	0.22

Anti-dilutive stock options represent stock options whose exercise price exceeds the average market value of the Company’s stock. These anti-dilutive stock options are not included in the current calculation of dilutive weighted average shares, but could be dilutive in the future. For the years ended December 31, 2016, 2015, and 2014, the number of anti-dilutive stock options was 762,000, 1,128,000, and 1,553,000, respectively.

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Consolidated Statements of Cash Flows - Supplemental Information

12 Months Ended

Dec. 31, 2016

Supplemental Cash Flow Elements [Abstract]

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

Supplemental information related to cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the years ended December 31, 2016, 2015, and 2014 is as follows (in thousands):

	2016			2015			2014
Interest paid, net of amounts capitalized	$	32,215		$	29,337		$	28,840
Income taxes paid	—			2			4
Non-Cash Transactions:
Non-cash assets and liabilities assumed in Merger	1,886,815			—			—
Non-cash assets and liabilities distributed in Spin-Off	(948,306		)	—			—
Mortgage note payable legally defeased	20,170			—			—
Transfer from land held to projects under development	8,099			—			5,185
Change in accrued property acquisition, development, and tenant asset expenditures	7,918			(2,483		)	(531		)
Transfer from investment in unconsolidated joint ventures to projects under development	5,880			—			—
Transfer from projects under development to operating properties	—			121,709			—
Transfer from operating properties and related assets to real estate assets and other assets held for sale	—			7,246			—
Transfer from operating properties and related liabilities to liabilities of real estate assets held for sale	—			1,347			—

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Reportable Segments

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS

The Company's segments are based on the method of internal reporting which classifies operations by property type and geographical area. The segments by property type are: Office, Mixed-Use, and Other. The segments by geographical region are: Atlanta, Austin, Charlotte, Orlando, Tampa, Phoenix, and Other. These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of product and the geographical location. Each segment includes both consolidated operations and the Company's share of joint venture operations.

Company management evaluates the performance of its reportable segments in part based on net operating income (“NOI”). NOI represents rental property expenses less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, and other non-operating items.

Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions. Information on the Company's segments along with a reconciliation of NOI to net income available to common stockholders is as follows (in thousands):

Year ended December 31, 2016	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	78,590	$	—	$	—	$	78,590
Atlanta	98,032		7,411		—		105,443
Austin	29,865		—		—		29,865
Charlotte	28,418		—		—		28,418
Orlando	3,265		—		—		3,265
Tampa	7,130		—		—		7,130
Tempe	6,067		—		—		6,067
Other	1,504		—		—		1,504
Total Net Operating Income	$	252,871	$	7,411	$	—	$	260,282

Year ended December 31, 2015	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	103,210	$	—	$	—	$	103,210
Atlanta	93,438		5,854		—		99,292
Austin	15,294		—		—		15,294
Charlotte	16,164		—		—		16,164
Other	7,104		—		168		7,272
Total Net Operating Income	$	235,210	$	5,854	$	168	$	241,232

Year ended December 31, 2014	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	100,816	$	—	$	—	$	100,816
Atlanta	73,434		5,727		—		79,161
Austin	6,992		—		—		6,992
Charlotte	6,839		—		—		6,839
Other	18,470		—		3,395		21,865
Total Net Operating Income	$	206,551	$	5,727	$	3,395	$	215,673

The following reconciles Net Income to Net Operating Income for each of the periods presented (in thousands):

	Year Ended December 31,
	2016			2015			2014
Net Income	$	80,104		$	125,629		$	53,008
Net operating income from unconsolidated joint ventures	28,785			24,335			25,897
Net operating income from discontinued operations	78,591			103,198			102,616
Fee income	(8,347		)	(7,297		)	(12,519		)
Other income	(1,050		)	(828		)	(919		)
Reimbursed expenses	3,259			3,430			3,652
General and administrative expenses	25,592			16,918			19,784
Interest expense	26,650			22,735			20,983
Depreciation and amortization	97,948			71,625			62,258
Acquisition and merger costs	24,521			299			1,130
Other expenses	5,888			1,181			3,729
Loss on extinguishment of debt	5,180			—			—
Benefit for income taxes from operations	—			—			(20		)
Income from unconsolidated joint ventures	(10,562		)	(8,302		)	(11,268		)
Gain on sale of investment properties	(77,114		)	(80,394		)	(12,536		)
Income (loss) from discontinued operations	(19,163		)	(31,297		)	(40,122		)
Net Operating Income	$	260,282		$	241,232		$	215,673

Revenues by reportable segment, including a reconciliation to total revenues on the consolidated statements of operations for years ended December 31, 2016, 2015 and 2014 are as follows (in thousands):

Year ended December 31, 2016	Office		Mixed-Use		Other		Total
Revenues:
Atlanta	$	160,540	$	13,043	$	—	$	173,583
Austin	52,769		—		—		52,769
Charlotte	39,448		—		—		39,448
Houston	136,926		—		—		136,926
Orlando	5,896		—		—		5,896
Tampa	10,994		—		—		10,994
Tempe	8,902		—		—		8,902
Other	2,443		—		—		2,443
Total segment revenues	417,918		13,043		—		430,961
Company's share of rental property revenues from unconsolidated joint ventures	31,177		13,043		—		44,220
Revenues included in discontinued operations	136,927		—		—		136,927
Total rental property revenues	$	249,814	$	—	$	—	$	249,814

Year ended December 31, 2015	Office		Mixed-Use		Other		Total
Revenues:
Houston	$	176,823	$	—	$	—	$	176,823
Atlanta	164,712		9,975		—		174,687
Austin	26,581		—		—		26,581
Charlotte	22,964		—		—		22,964
Other	9,216		—		192		9,408
Total segment revenues	400,296		9,975		192		410,463
Company's share of rental property revenues from unconsolidated joint ventures	27,416		9,975		—		37,391
Revenues included in discontinued operations	176,828		—		—		176,828
Total rental property revenues	$	196,052	$	—	$	192	$	196,244

Year ended December 31, 2014	Office		Mixed-Use		Other		Total
Revenues:
Houston	$	179,788	$	—	$	—	$	179,788
Atlanta	125,884		9,037		—		134,921
Austin	14,062		—		—		14,062
Charlotte	9,404		—		—		9,404
Other	42,576		—		3,886		46,462
Total segment revenues	371,714		9,037		3,886		384,637
Company's share of rental property revenues from unconsolidated joint ventures	26,766		9,037		1,997		37,800
Revenues included in discontinued operations	182,714		—		—		182,714
Total rental property revenues	$	162,234	$	—	$	1,889	$	164,123

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Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2016

SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract]

REAL ESTATE AND ACCUMULATED DEPRECIATION

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2016

(in thousands)

			Initial Cost to Company				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried  at Close of Period
Description/Metropolitan Area	Encumbrances		Land and Improvements		Buildings and Improvements		Land and Improvements less Cost of Sales, Transfers and Other		Building and Improvements less Cost of Sales, Transfers and Other			Land and Improvements less Cost of Sales, Transfers and Other		Building and Improvements less Cost of Sales, Transfers and Other		Total (a)(b)		Accumulated Depreciation (a)(b)		Date of Construction/ Renovation	Date Acquired	Life on Which Depreciation in 2016 Statement of Operations is Computed (c)
OPERATING PROPERTIES
Colorado Tower	119,069		—		—		1,600		118,455			1,600		118,455		120,055		9,669		2013	2013	30 years
Austin, TX
816 Congress	84,231		6,817		89,891		3,282		16,170			10,099		106,061		116,160		14,767		—	2013	42 years
Austin, TX
Research Park	—		4,373		—		801		36,766			5,174		36,766		41,940		549		2014	1998	30 years
Austin, TX
Northpark Town Center	—		22,350		295,825		—		22,101			22,350		317,926		340,276		27,266		—	2014	39 years
Atlanta, GA
Promenade	104,997		13,439		102,790		—		35,664			13,439		138,454		151,893		33,382		—	2011	34 years
Atlanta, GA
The American Cancer Society Center	127,451		5,226		67,370		—		34,165			5,226		101,535		106,761		72,422		—	1999	25 years
Atlanta, GA
Meridian Mark Plaza	24,427		2,219		—		—		30,024			2,219		30,024		32,243		18,726		1997	1997	30 years
Atlanta, GA
Fifth Third Center	148,867		22,591		180,430		—		11,414			22,591		191,844		214,435		15,891		—	2014	40 years
Charlotte, NC
Corporate Center	—		7,298		272,148		—		1,705			7,298		273,853		281,151		2,827		—	2016	40 years
Tampa, FL
Bank of America Center	—		7,121		66,129		—		266			7,121		66,395		73,516		985		—	2016	40 years
Orlando, FL
One Orlando Centre	—		12,625		44,088		—		(2,635		)	12,625		41,453		54,078		706		—	2016	40 years
Orlando, FL
Citrus Center	—		4,307		41,608		—		(71		)	4,307		41,537		45,844		797		—	2016	40 years
Orlando, FL
The Pointe	23,369		9,404		54,694		—		41			9,404		54,735		64,139		738		—	2016	40 years
Tampa, FL
Harborview Plaza	—		10,800		39,136		—		436			10,800		39,572		50,372		515		—	2016	40 years
Tampa, FL
3344 Peachtree	80,258		16,110		176,153		—		(57		)	16,110		176,096		192,206		1,673		—	2016	40 years
Atlanta, GA
One Buckhead Plaza	—		17,011		171,930		—		41			17,011		171,971		188,982		1,651		—	2016	40 years
Atlanta, GA
3350 Peachtree	—		16,836		109,166		—		(988		)	16,836		108,178		125,014		1,038		—	2016	40 years
Atlanta, GA
3348 Peachtree	—		6,707		69,723		—		(30		)	6,707		69,693		76,400		749		—	2016	40 years
Atlanta, GA
Two Buckhead Plaza	53,515		18,053		74,547		—		204			18,053		74,751		92,804		760		—	2016	40 years
Atlanta, GA
Hearst Tower	—		9,977		323,299		—		1,510			9,977		324,809		334,786		2,937		—	2016	40 years
Charlotte, NC
NASCAR Plaza	—		51		115,238		—		562			51		115,800		115,851		1,109		—	2016	40 years
Charlotte, NC
Hayden Ferry	—		13,102		262,578		—		2,068			13,102		264,646		277,748		2,620		—	2016	40 years
Phoenix, AZ
Tempe Gateway	—		5,893		95,130		—		377			5,893		95,507		101,400		740		—	2016	40 years
Phoenix, AZ
One Eleven Congress	130,002		33,841		201,707		—		4,029			33,841		205,736		239,577		1,839		—	2016	40 years
Austin, TX
San Jacinto Center	102,562		34,068		176,535		—		144			34,068		176,679		210,747		1,500		—	2016	40 years
Austin, TX
Total Operating Properties	$	998,748	$	300,219	$	3,030,115	$	5,683	$	312,361		$	305,902	$	3,342,476	$	3,648,378	$	215,856

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2016

(in thousands)

			Initial Cost to Company				Costs Capitalized Subsequent  to Acquisition					Gross Amount at Which Carried  at Close of Period
Description/Metropolitan Area	Encumbrances		Land and Improvements		Buildings  and Improvements		Land and Improvements less Cost of Sales, Transfers and Other			Building and Improvements less Cost of Sales, Transfers and Other		Land and Improvements less Cost of Sales, Transfers and Other		Building and Improvements less Cost of Sales, Transfers and Other		Total (a)(b)		Accumulated Depreciation (a)(b)		Date of Construction/ Renovation	Date Acquired	Life on Which Depreciation in 2016 Statement of Operations is Computed (c)
PROJECTS UNDER DEVELOPMENT
NCR Phase 1	$	—	$	20,032	$	—	$	—		$	83,962	$	20,032	$	83,962	$	103,994	$	—	2015	2015
Atlanta, GA
NCR Phase II	—		8,099		—		—			8,142		8,099		8,142		16,241		—		—	2015
Atlanta, GA
Avalon	—		4,130		—		72			37,950		4,202		37,950		42,152		—		2016	2016
Atlanta, GA
Total Projects Under Development	$	—	$	32,261	$	—	$	72		$	130,054	$	32,333	$	130,054	$	162,387	$	—
LAND
Commercial Land
Land Adjacent to The Avenue Forsyth	—		11,240		—		(7,540		)	—		3,700		—		3,700		—		—	2007
Suburban Atlanta, GA
North Point	—		10,294		—		(9,773		)	—		521		—		521		—		—	1970-1985
Suburban Atlanta, GA
Total Commercial Land	$	—	$	21,534	$	—	$	(17,313	)	$	—	$	4,221	$	—	$	4,221	$	—
Residential Land
Callaway Gardens	—		1,584		—		(1,584		)	—		—		—		—		—		2006	2006
Pine Mountain, GA
Total Residential Land	$	—	$	1,584	$	—	$	(1,584	)	$	—	$	—	$	—	$	—	$	—
Total Land	$	—	$	23,118	$	—	$	(18,897	)	$	—	$	4,221	$	—	$	4,221	$	—
Total Properties	$	998,748	$	355,598	$	3,030,115	$	(13,142	)	$	442,415	$	342,456	$	3,472,530	$	3,814,986	$	215,856

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2016

(in thousands)

NOTES:

(a) Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended December 31, 2016 are as follows:

	Real Estate									Accumulated Depreciation
	2016			2015			2014			2016			2015			2014
Balance at beginning of period	$	2,606,343		$	2,619,488		$	2,164,815		$	359,422		$	324,543		$	257,151
Additions during the period:
Parkway merger	2,832,730			—			—			—			—			—
Acquisitions	—			28,131			523,695			—			—			—
Improvements and other capitalized costs	208,016			139,676			109,959			—			—			—
Transfers	5,306			—			—			—			—			—
Depreciation expense	—			—			—			112,277			99,067			86,824
	3,046,052			167,807			633,654			112,277			99,067			86,824
Deductions during the period:
Parkway spin-off	(1,230,235		)	—			—			(148,523		)	—			—
Cost of real estate sold	(602,648		)	(180,952		)	(178,981		)	(107,320		)	(64,188		)	(19,432		)
Impairment loss	(4,526		)	—			—			—			—			—
	(1,837,409		)	(180,952		)	(178,981		)	(255,843		)	(64,188		)	(19,432		)
Balance at end of period	$	3,814,986		$	2,606,343		$	2,619,488		$	215,856		$	359,422		$	324,543

(b) The aggregate cost for federal income tax purposes, net of depreciation, was $2.9 billion (unaudited) at December 31, 2016.

(c) Buildings and improvements are depreciated over 25 to 42 years. Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation: The consolidated financial statements include the accounts of the Company and its consolidated partnerships and wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The Company presents its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as outlined in the Financial Accounting Standard Board’s Accounting Standards Codification (the “Codification” or “ASC”). The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.

For the three years ended December 31, 2016, there were no items of other comprehensive income. Therefore, no presentation of comprehensive income is required.

The Company evaluates all partnerships, joint ventures and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity (“VIE”), as defined in the Codification. If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE.

At December 31, 2016, the Company had a joint venture with Callaway Gardens Resort, Inc. (“Callaway”) for the development of residential lots, which was funded fully through Company contributions. Callaway had the right to receive returns, but no obligation to fund any costs or absorb any losses. The Company was the sole decision maker for the venture and the development manager. The Company determined that the joint venture with Callaway was a VIE, and the Company was the primary beneficiary. Therefore, the Company consolidated this joint venture.

Recently Issued Accounting Standards

Recently Issued Accounting Standards: In 2015, the FASB issued ASC 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis." All legal entities are subject to reevaluation under the revised consolidation model. The amendment modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities. It also eliminates the presumption that a general partner should consolidate a limited partnership. The guidance is effective for public entities with periods beginning after December 15, 2015 with early adoption permitted. The Company adopted this guidance effective January 1, 2016, and it did not have material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." Under this ASU, the additional paid-in capital pool is eliminated, and an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This ASU also eliminated the requirement to defer recognition of an excess tax benefit until all benefits are realized through a reduction to taxes payable. This ASU also changes the treatment of excess tax benefits as operating cash flows in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The Company expects to adopt this guidance effective January 1, 2017, and is currently assessing the potential impact of adopting the new guidance.

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, "Leases," which amends the existing standards for lease accounting by requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting and reporting. The new standard will require lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months and classify such leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method (finance leases) or on a straight-line basis over the term of the lease (operating leases). Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes previous leasing standards.  The guidance is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted. The Company expects to adopt this guidance effective January 1, 2019, and is currently assessing the potential impact of adopting the new guidance. The Company expects to adopt this guidance using the " modified retrospective" method effective January 1, 2019.

In the first quarter of 2016, the Company adopted ASU 2015-03, "Simplifying the Presentation of Debt Costs" ("ASU 2015-03"). In accordance with ASU 2015-03, the Company began recording deferred financing costs related to its mortgage notes payable as a reduction in the carrying amount of its notes payable on the consolidated balance sheets. The Company reclassified $2.5 million in deferred financing costs from other assets to notes payable in its December 31, 2015 consolidated balance sheet to conform to the current period's presentation. Deferred financing costs related to the Company’s unsecured revolving credit facility continue to be included in other assets within the Company’s balance sheets in accordance with ASU 2015-15 "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements."

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." Under the new guidance, companies will recognize revenue when the seller satisfies a performance obligation, which would be when the buyer takes control of the good or service. This new guidance could result in different amounts of revenue being recognized and could result in revenue being recognized in different reporting periods than under the current guidance. The new guidance specifically excludes revenue associated with lease contracts. ASU 2015-14, "Revenue from Contracts with Customers," was subsequently issued modifying the effective date to periods beginning after December 15, 2017, with early adoption permitted for periods beginning after December 15, 2016. The standard allows for either "full retrospective" adoption, meaning the standard is applied to all of the periods presented, or "modified retrospective" adoption, meaning the standard is applied only to the most recent period presented in the financial statements. The Company is currently assessing this guidance for future implementation and potential impact of adoption. The Company expects to adopt this guidance using the "modified retrospective" method effective January 1, 2018.

In August 2014, the FASB issued ASU 205-40, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management of all entities to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued. The Company adopted ASU 205-40 as of December 31, 2016.

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. As a result, many acquisitions that previously qualified as business combinations will be treated as asset acquisitions. For asset acquisitions, acquisition costs may be capitalized, and the purchase price may be allocated on a relative fair value basis. ASU 2017-01 is effective prospectively for the Company on January 1, 2018, with early adoption permitted. The Company expects that most of its future acquisitions will qualify as asset acquisitions.

Certain prior year amounts have been reclassified to conform with current year presentation on the consolidated statements of operations and the consolidated statements of equity. Separation expenses on the consolidated statements of operations have been reclassified from general and administrative expenses to other expenses. On the consolidated statements of equity, all components of common stock issued pursuant to stock-based compensation are aggregated into one line item. These changes do not affect the previously reported total costs and expenses in the consolidated statements of operations or the total equity in the consolidated statements of equity for any period.

Cost Capitalization, Depreciation and Amortization

Cost Capitalization: Costs related to planning, developing, leasing, and constructing a property, including costs of development personnel working directly on projects under development, are capitalized. In addition, the Company capitalizes interest to qualifying assets under development based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, the Company first uses the interest incurred on specific project debt, if any, and next uses the Company’s weighted average interest rate for non-project specific debt. The Company also capitalizes interest to investments accounted for under the equity method when the investee has property under development with a carrying value in excess of the investee’s borrowings. To the extent debt exists within an unconsolidated joint venture during the construction period, the venture capitalizes interest on that venture-specific debt.

The Company capitalizes interest, real estate taxes, and certain operating expenses on the unoccupied portion of recently completed development properties from the date a project is substantially complete to the earlier of (1) the date on which the project achieves 90% economic occupancy or (2) one year after it is substantially complete.

The Company capitalizes direct leasing costs related to leases that are probable of being executed. These costs include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement, and internal costs that are based on time spent by leasing personnel on successful leases. The Company allocates these costs to individual tenant leases and amortizes them over the related lease term.

Depreciation and Amortization: Real estate assets are stated at depreciated cost less impairment losses, if any. Buildings are depreciated over their estimated useful lives, which range generally from 24 to 42 years. The life of a particular building depends upon a number of factors including whether the building was developed or acquired and the condition of the building upon acquisition. Furniture, fixtures and equipment are depreciated over their estimated useful lives of three to five years. Tenant improvements, leasing costs and leasehold improvements are amortized over the term of the applicable leases or the estimated useful life of the assets, whichever is shorter. The Company accelerates the depreciation of tenant assets if it estimates that the lease term will end prior to the termination date. This acceleration may occur if a tenant files for bankruptcy, vacates its premises or defaults in another manner on its lease. Deferred expenses are amortized over the period of estimated benefit. The Company uses the straight-line method for all depreciation and amortization.

Impairment

Impairment: For real estate assets that are considered to be held for sale according to accounting guidance or those that are distributed to stockholders in a spin-off, the Company records impairment losses if the fair value of the asset or disposal group net of estimated selling costs is less than the carrying amount. For those long-lived assets that are held and used according to accounting guidance, management reviews each asset for the existence of any indicators of impairment. If indicators of impairment are present, the Company calculates the expected undiscounted future cash flows to be derived from such assets. If the undiscounted cash flows are less than the carrying amount of the asset, the Company reduces the asset to its fair value and records an impairment loss.

Acquisition of Real Estate Assets

Acquisition of Real Estate Assets: The Company records the acquired tangible and intangible assets and assumed liabilities of operating property acquisitions at fair value at the acquisition date. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases, including leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, acquired in-place lease values, and tenant relationships, if any.

The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired in-place lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. The amounts recorded for above-market and below-market ground leases are included in intangible liabilities and intangible assets, respectively, and are amortized on a straight-line basis into rental property revenues over the remaining terms of the applicable leases.

The fair value of acquired in-place leases is derived based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in intangible assets and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases.

Discontinued Operations

Discontinued Operations: Beginning in the second quarter 2014, only assets held for sale or disposals representing strategic shifts in operations are reflected in discontinued operations. Prior to 2014, the Company classified the results of operations of all properties that were sold or otherwise qualified as held for sale as discontinued operations if the property's operations were expected to be eliminated from ongoing operations and the Company would not have any significant continuing involvement in the operations of the property after the sale. During 2015, there were no held for sale assets or disposals that represented a strategic shift in operations. During 2016, the Company spun-off the combined operations of the Company's and Parkway's Houston assets into a separate public company. The Company considered this disposition to be a strategic shift in operations and reclassified the historical operations of its Houston business into discontinued operations on the consolidated statements of operations. The Company ceases depreciation of a property when it is categorized as held for sale.

Investment in Joint Ventures

Investment in Joint Ventures

For joint ventures that the Company does not control, but over which it exercises significant influence, the Company uses the equity method of accounting. The Company's judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace the Company as manager, and/or to liquidate the venture. These ventures are recorded at cost and adjusted for equity in earnings (losses) and cash contributions and distributions. Any difference between the carrying amount of these investments on the Company’s balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is adjusted as the related underlying assets are depreciated, amortized, or sold. The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage.

The Company evaluates the recoverability of its investment in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value.

Noncontrolling Interest

Noncontrolling Interest

The Company consolidates CPLP and certain joint ventures in which it owns a controlling interest. In cases where the entity’s documents do not contain a required redemption clause, the Company records the partner’s share of the entity in the equity section of the balance sheets in nonredeemable noncontrolling interests. In cases where the entity’s documents contain a provision requiring the Company to purchase the partner’s share of the venture at a certain value upon demand or at a future date, the Company records the partner’s share of the entity in redeemable noncontrolling interests on the balance sheets. The outside partners' interests in CPLP are redeemable into shares of cash or common stock of the Company in the Company's sole discretion. Therefore, noncontrolling interests associated with CPLP are considered nonredeemable noncontrolling interests. The noncontrolling partners' share of all consolidated entities' income is reflected in net income attributable to noncontrolling interest on the statements of operations.

Revenue Recognition

Revenue Recognition

Rental Property Revenues: The Company recognizes contractual revenues from leases on a straight-line basis over the term of the respective lease. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. Percentage rents are recognized once the specified sales target is achieved. In addition, leases typically provide for reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses to the Company. Operating expense reimbursements are recognized as the related expenses are incurred. During 2016, 2015, and 2014, the Company recognized $90.2 million, $93.3 million, and $86.0 million, respectively, in revenues, including discontinued operations, from tenants related to operating expenses.

The Company makes valuation adjustments to all tenant-related accounts receivable based upon its estimate of the likelihood of collectibility of amounts due from the tenant. The amount of any valuation adjustment is based on the tenant’s credit and business risk, history of payment, and other factors considered by management.

Fee Income: The Company recognizes development, management and leasing fees when earned. The Company recognizes development and leasing fees received from unconsolidated joint ventures and related salaries and other direct costs incurred by the Company as income and expense based on the percentage of the joint venture which the Company does not own. Correspondingly, the Company adjusts the investment in unconsolidated joint ventures asset when fees are paid to the Company by a joint venture in which the Company has an ownership interest. See note 6 for more information related to fee income recognized from unconsolidated joint ventures.

Gain on Sale of Investment Properties: The Company recognizes a gain on sale of investment property when the sale of a property is consummated, the buyer’s initial and continuing investment is adequate to demonstrate commitment to pay, any receivable obtained is not subject to future subordination, the usual risks and rewards of ownership are transferred, and the Company has no substantial continuing involvement with the property. If the Company has a commitment to the buyer and that commitment is a specific dollar amount, this commitment is accrued and the gain on sale that the Company recognizes is reduced. If the Company has a construction commitment to the buyer, management makes an estimate of this commitment, defers a portion of the profit from the sale, and recognizes the deferred profit as or when the commitment is fulfilled.

Receivables

The Company makes valuation adjustments to all tenant-related accounts receivable based upon its estimate of the likelihood of collectibility of amounts due from the tenant. The amount of any valuation adjustment is based on the tenant’s credit and business risk, history of payment, and other factors considered by management.

Income Taxes

Income Taxes

Cousins has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, Cousins must distribute annually at least 90% of its adjusted taxable income, as defined in the Code, to its stockholders and satisfy certain other organizational and operating requirements. It is management’s current intention to adhere to these requirements and maintain Cousins’ REIT status. As a REIT, Cousins generally will not be subject to federal income tax at the corporate level on the taxable income it distributes to its stockholders. If Cousins fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Cousins may be subject to certain state and local taxes on its income and property, and to federal income taxes on its undistributed taxable income.

CTRS is a C-Corporation for federal income tax purposes and uses the liability method for accounting for income taxes. Tax return positions are recognized in the financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future periods. A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized.

Stock-Based Compensation

Stock-Based Compensation

The Company has several types of stock-based compensation plans. These plans are described in note 13, as are the accounting policies by type of award. The Company recognizes compensation expense, net of forfeitures, arising from share-based payment arrangements granted to employees and directors in general and administrative expense in the statements of operations over the related awards’ vesting period, which may be accelerated under the Company’s retirement feature.

Earnings per Share (EPS)

Earnings per Share (“EPS”)

Net income per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including nonvested restricted stock which has nonforfeitable dividend rights. Net income per share-diluted is calculated as net income available to common stockholders plus noncontrolling interests in CPLP divided by the diluted weighted average number of common shares outstanding during the period. Diluted weighted average number of common shares uses the same weighted average share number as in the basic calculation and adds the potential dilution that would occur if the outside units in CPLP were converted into the Company's common stock and stock options (or any other contracts to issue common stock) were exercised and resulted in additional common shares outstanding, calculated using the treasury stock method. The numerator is reduced for the effect of preferred dividends in both the basic and diluted net income per share calculations. Stock options are dilutive when the average market price of the Company’s stock during the period exceeds the option exercise price.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash and highly-liquid money market instruments. Highly-liquid money market instruments include securities and repurchase agreements with original maturities of three months or less, money market mutual funds, and United States Treasury Bills with maturities of 30 days or less. Restricted cash primarily represents amounts restricted under debt agreements for future capital expenditures or for specific future operating costs.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reportable Segments

The Company's segments are based on the method of internal reporting which classifies operations by property type and geographical area. The segments by property type are: Office, Mixed-Use, and Other. The segments by geographical region are: Atlanta, Austin, Charlotte, Orlando, Tampa, Phoenix, and Other. These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of product and the geographical location. Each segment includes both consolidated operations and the Company's share of joint venture operations.

Company management evaluates the performance of its reportable segments in part based on net operating income (“NOI”). NOI represents rental property expenses less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, and other non-operating items.

Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions.

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Transactions With Parkway Properties, Inc. (Tables)

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Summary of purchase price allocation

The purchase price was allocated as follows (in thousands):

Real estate assets	$	3,441,859
Cash	63,193
Restricted cash	30,560
Notes and other receivables	36,388
Investment in unconsolidated joint ventures	58,875
Intangible assets	330,221
Other assets	10,549
	$	3,971,645
Notes payable	$	1,473,810
Accounts payable and accrued expenses	136,934
Intangible liabilities	106,480
Other liabilities	12,076
Nonredeemable noncontrolling interests (excluding CPLP)	292,337
	$	2,021,637
Total purchase price	$	1,950,008

The following tables summarize allocations of the estimated fair values of the assets and liabilities of the operating property acquisitions discussed above (in thousands):

	2014
	Northpark Town Center			Fifth Third Center
Tangible assets:
Land and improvements	$	24,577		$	22,863
Building	274,151			163,649
Tenant improvements	21,674			16,781
Other assets	—			1,014
Tangible assets	320,402			204,307
Intangible assets:
Above-market leases	2,846			632
In-place leases	30,159			17,096
Below-market ground leases	—			338
Total intangible assets	33,005			18,066
Tangible liabilities:
Accounts payable and accrued expenses	—			(1,026		)
Total tangible liabilities	—			(1,026		)
Intangible liabilities:
Below-market leases	(8,018		)	(9,374		)
Total intangible liabilities	(8,018		)	(9,374		)
Total net assets acquired	$	345,389		$	211,973

Unaudited supplemental pro forma information

The following unaudited supplemental pro forma information presented is based upon the Company's historical consolidated statements of operations, adjusted as if the Merger had occurred on January 1, 2015. This supplemental pro forma information is not necessarily indicative of future results, or of actual results, that would have been achieved had the transactions been consummated at the beginning of each period.

	2016		2015
	(unaudited, in thousands, except per share amounts)
Revenues	$	732,117	$	855,318
Income from continuing operations	179,625		237,909
Net income	174,117		237,323
Net income available to common stockholders	166,375		208,574
Per share information:
Basic	$	0.42	$	0.53
Diluted	$	0.41	$	0.53

The following unaudited supplemental pro forma information is presented for the acquisitions of Northpark Town Center and Fifth Third Center for the year ended December 31, 2014. This pro forma information is based on the Company's historical consolidated statement of operations, as adjusted, as if the acquisitions had occurred at the beginning of 2013. The supplemental pro forma information is not necessarily indicative of future results or of actual results that would have been achieved had the transactions been consummated at the beginning of 2014 (in thousands, except per share amounts).

Revenues	$	388,791
Income from continuing operations	31,695
Net income	52,853
Net income available to common stockholders	45,364
Per share information:
Basic	$	0.22
Diluted	$	0.22

Summary of discontinued operations

The following is a summary of the assets and liabilities transferred to New Parkway as part of the Spin-Off (in thousands):

Real estate assets	$	1,696,080
Cash	192,755
Notes and other receivables	43,752
Intangible assets	143,294
Other assets	6,669
	$	2,082,550
Notes payable	$	803,769
Accounts payable and accrued expenses	56,055
Intangible liabilities	59,424
Other liabilities	22,241
	$	941,489
Noncontrolling interest	22,821
Net assets in Spin-off to New Parkway	$	1,118,240

The following table includes a summary of discontinued operations of the Company for the years ended December 31, 2016, 2015, and 2014. In addition to the discontinued operations associated with the Spin-Off, this table includes the discontinued operations of Lakeshore Park Plaza and 600 University Park Place that were sold in 2014. There were no dispositions that met this criteria in 2015. See note 4 for a detail of dispositions during the periods.

	2016			2015			2014
Rental property revenues	$	136,927		$	176,828		$	182,714
Rental property operating expenses	(58,336		)	(73,630		)	(80,099		)
Other revenues	288			450			4,064
Interest expense	(6,022		)	(7,988		)	(8,127		)
Depreciation and amortization	(47,345		)	(63,791		)	(77,760		)
Other expenses	(6,349		)	(21		)	(28		)
Income from discontinued operations	$	19,163		$	31,848		$	20,764
Gain (loss) on sale of discontinued operations, net	$	—		$	(551	)	$	19,358
Cash provided by operating activities	$	42,604		$	76,395		$	81,946
Cash used in investing activities	$	(30,067	)	$	(55,085	)	$	6,001

The major classes of assets and liabilities of the property held for sale as of December 31, 2015 were as follows (in thousands):

Real estate assets and related assets held for sale
Operating Properties, net of accumulated depreciation of $7,072	$	6,421
Notes and accounts receivable	210
Deferred rents receivable	496
Other assets, net of accumulated amortization of $128	119
	$	7,246
Liabilities of real estate assets held for sale
Accounts payable and accrued expenses	$	140
Deferred Income	200
Other liabilities	1,007
	$	1,347

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Real Estate Transactions (Tables)

12 Months Ended

Dec. 31, 2016

Real Estate [Abstract]

Properties sold that qualify as discontinued operations

The Company sold the following properties in 2016, 2015, and 2014 ($ in thousands):

Property	Property Type	Location	Square Feet	Sales Price
2016
100 North Point Center East	Office	Atlanta	129,000	$	22,000
Post Oak Central	Office	Houston	1,280,000	(1		)
Greenway Plaza	Office	Houston	4,348,000	(1		)
Two Liberty Place	Office	Philadelphia	941,000	$	219,000
191 Peachtree	Office	Atlanta	1,225,000	$	267,500
Lincoln Place	Office	Miami	140,000	$	80,000
The Forum	Office	Atlanta	220,000	$	70,000
2015
2100 Ross	Office	Dallas, TX	844,000	$	131,000
200, 333, and 555 North Point Center East	Office	Atlanta, GA	411,000	$	70,300
The Points at Waterview	Office	Dallas, TX	203,000	$	26,800
2014
777 Main	Office	Ft. Worth, TX	980,000	$	167,000
Lakeshore Park Plaza	Office	Birmingham, AL	197,000	$	25,000
Mahan Village	Retail	Tallahassee, FL	147,000	$	29,500
600 University Park Place	Office	Birmingham, AL	123,000	$	19,700

(1) Represents properties distributed to New Parkway in the Spin-Off.

Asses and liabilities of property held-for-sale

The following is a summary of the assets and liabilities transferred to New Parkway as part of the Spin-Off (in thousands):

Real estate assets	$	1,696,080
Cash	192,755
Notes and other receivables	43,752
Intangible assets	143,294
Other assets	6,669
	$	2,082,550
Notes payable	$	803,769
Accounts payable and accrued expenses	56,055
Intangible liabilities	59,424
Other liabilities	22,241
	$	941,489
Noncontrolling interest	22,821
Net assets in Spin-off to New Parkway	$	1,118,240

The following table includes a summary of discontinued operations of the Company for the years ended December 31, 2016, 2015, and 2014. In addition to the discontinued operations associated with the Spin-Off, this table includes the discontinued operations of Lakeshore Park Plaza and 600 University Park Place that were sold in 2014. There were no dispositions that met this criteria in 2015. See note 4 for a detail of dispositions during the periods.

	2016			2015			2014
Rental property revenues	$	136,927		$	176,828		$	182,714
Rental property operating expenses	(58,336		)	(73,630		)	(80,099		)
Other revenues	288			450			4,064
Interest expense	(6,022		)	(7,988		)	(8,127		)
Depreciation and amortization	(47,345		)	(63,791		)	(77,760		)
Other expenses	(6,349		)	(21		)	(28		)
Income from discontinued operations	$	19,163		$	31,848		$	20,764
Gain (loss) on sale of discontinued operations, net	$	—		$	(551	)	$	19,358
Cash provided by operating activities	$	42,604		$	76,395		$	81,946
Cash used in investing activities	$	(30,067	)	$	(55,085	)	$	6,001

The major classes of assets and liabilities of the property held for sale as of December 31, 2015 were as follows (in thousands):

Real estate assets and related assets held for sale
Operating Properties, net of accumulated depreciation of $7,072	$	6,421
Notes and accounts receivable	210
Deferred rents receivable	496
Other assets, net of accumulated amortization of $128	119
	$	7,246
Liabilities of real estate assets held for sale
Accounts payable and accrued expenses	$	140
Deferred Income	200
Other liabilities	1,007
	$	1,347

Fair value of the assets and liabilities acquired

The purchase price was allocated as follows (in thousands):

Real estate assets	$	3,441,859
Cash	63,193
Restricted cash	30,560
Notes and other receivables	36,388
Investment in unconsolidated joint ventures	58,875
Intangible assets	330,221
Other assets	10,549
	$	3,971,645
Notes payable	$	1,473,810
Accounts payable and accrued expenses	136,934
Intangible liabilities	106,480
Other liabilities	12,076
Nonredeemable noncontrolling interests (excluding CPLP)	292,337
	$	2,021,637
Total purchase price	$	1,950,008

The following tables summarize allocations of the estimated fair values of the assets and liabilities of the operating property acquisitions discussed above (in thousands):

	2014
	Northpark Town Center			Fifth Third Center
Tangible assets:
Land and improvements	$	24,577		$	22,863
Building	274,151			163,649
Tenant improvements	21,674			16,781
Other assets	—			1,014
Tangible assets	320,402			204,307
Intangible assets:
Above-market leases	2,846			632
In-place leases	30,159			17,096
Below-market ground leases	—			338
Total intangible assets	33,005			18,066
Tangible liabilities:
Accounts payable and accrued expenses	—			(1,026		)
Total tangible liabilities	—			(1,026		)
Intangible liabilities:
Below-market leases	(8,018		)	(9,374		)
Total intangible liabilities	(8,018		)	(9,374		)
Total net assets acquired	$	345,389		$	211,973

Unaudited supplemental pro forma information

The following unaudited supplemental pro forma information presented is based upon the Company's historical consolidated statements of operations, adjusted as if the Merger had occurred on January 1, 2015. This supplemental pro forma information is not necessarily indicative of future results, or of actual results, that would have been achieved had the transactions been consummated at the beginning of each period.

	2016		2015
	(unaudited, in thousands, except per share amounts)
Revenues	$	732,117	$	855,318
Income from continuing operations	179,625		237,909
Net income	174,117		237,323
Net income available to common stockholders	166,375		208,574
Per share information:
Basic	$	0.42	$	0.53
Diluted	$	0.41	$	0.53

The following unaudited supplemental pro forma information is presented for the acquisitions of Northpark Town Center and Fifth Third Center for the year ended December 31, 2014. This pro forma information is based on the Company's historical consolidated statement of operations, as adjusted, as if the acquisitions had occurred at the beginning of 2013. The supplemental pro forma information is not necessarily indicative of future results or of actual results that would have been achieved had the transactions been consummated at the beginning of 2014 (in thousands, except per share amounts).

Revenues	$	388,791
Income from continuing operations	31,695
Net income	52,853
Net income available to common stockholders	45,364
Per share information:
Basic	$	0.22
Diluted	$	0.22

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Notes and Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2016

Receivables [Abstract]

Components of notes and accounts receivables

At December 31, 2016 and 2015, notes and accounts receivables included the following (in thousands):

	2016			2015
Notes receivable	$	3,921		$	414
Allowance for doubtful accounts related to notes receivable	(414		)	(414		)
Tenant and other receivables	24,929			11,767
Allowance for doubtful accounts related to tenant and other receivables	(753		)	(939		)
	$	27,683		$	10,828

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Investment in Unconsolidated Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2016

Equity Method Investments and Joint Ventures [Abstract]

Summary of financial data and principal activities of unconsolidated joint ventures

The information included in the following table entitled summary of financial position is as of December 31, 2016 and 2015. The information included in the summary of operations table is for the years ended December 31, 2016, 2015, and 2014 (in thousands).

	Total Assets				Total Debt				Total Equity (Deficit)						Company's Investment
SUMMARY OF FINANCIAL POSITION:	2016		2015		2016		2015		2016			2015			2016				2015
Terminus Office Holdings	$	268,242	$	277,444	$	207,545	$	211,216	$	49,476		$	56,369		$	25,686			$	29,110
EP I LLC	78,537		83,115		58,029		58,029		18,962			24,172			18,551				21,502
EP II LLC	67,754		70,704		44,969		40,910		21,743			24,331			17,606				19,118
Charlotte Gateway Village, LLC	119,054		123,531		—		17,536		116,809			104,336			11,796				11,190
HICO Victory Center LP	14,124		13,532		—		—		13,869			13,229			9,506				9,138
Carolina Square Holdings LP	66,922		15,729		23,741		—		34,173			12,085			18,325				6,782
CL Realty, L.L.C.	8,047		7,872		—		—		7,899			7,662			3,644				3,515
DC Charlotte Plaza LLLP	17,940		—		—		—		17,073			—			8,937				—
Temco Associates, LLC	4,368		5,284		—		—		4,253			5,133			829				977
Wildwood Associates	16,351		16,419		—		—		16,314			16,354			(1,143		)	(1)	(1,122		)	(1)
Crawford Long - CPI, LLC	27,523		29,143		72,822		74,286		(45,928		)	(46,238		)	(21,866		)	(1)	(22,021		)	(1)
Cousins W. Rio Salado, LLC	59,399		—		12,852		—		32,855			—			52,206				—
Courvoisier Centre JV, LLC	172,197		—		106,500		—		69,479			—			11,782				—
AMCO 120 WT Holdings, LLC	10,446		—		—		—		9,136			—			184				—
Other	—		2,107		—		—		—			1,646			345				1,245
	$	930,904	$	644,880	$	526,458	$	401,977	$	366,113		$	219,079		$	156,388			$	79,434

	Total Revenues						Net Income (Loss)									Company's Share of Net  Income (Loss)
SUMMARY OF OPERATIONS:	2016		2015		2014		2016			2015			2014			2016			2015			2014
Terminus Office Holdings	$	42,386	$	40,250	39,531		$	4,608		$	2,789		663			$	2,303		$	1,395		$	308
EP I LLC	12,239		12,558		12,049		2,294			3,177			2,583			1,684			2,197			1,937
EP II LLC	5,376		1,264		—		(1,187		)	(638		)	—			(878		)	(466		)	—
Charlotte Gateway Village, LLC	34,156		33,724		33,903		14,536			12,737			11,645			2,194			1,183			1,176
HICO Victory Center LP	383		262		—		376			204			—			187			102			—
Carolina Square Holdings LP	58		—		—		9			—			—			—			—			—
CL Realty, L.L.C.	567		855		1,573		237			424			1,069			128			220			542
DC Charlotte Plaza LLLP	47		—		—		45			—			—			24			—			—
Temco Associates, LLC	1,343		9,485		2,155		440			2,358			495			502			2,351			(6		)
Wildwood Associates	—		—		3,329		(140		)	(120		)	(1,704		)	(70		)	(59		)	2,097
Crawford Long - CPI, LLC	12,113		12,291		11,945		2,743			2,820			2,775			1,372			1,416			1,407
Cousins W Rio Salado, LLC	4,219		—		—		3,926			—			—			2,906			—			—
Courvoisier Centre JV, LLC	3,968		—		—		(489		)	—			—			(93		)	—			—
Other	—		—		4,841		—			(40		)	7,831			303			(37		)	3,807
	$	116,855	$	110,689	$	109,326	$	27,398		$	23,711		$	25,357		$	10,562		$	8,302		$	11,268

(1) Negative balances are included in deferred income on the consolidated balance sheets.

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of intangible assets

At December 31, 2016 and 2015, intangible assets included the following (in thousands):

	2016		2015
In-place leases, net of accumulated amortization of $46,899 and $88,035 in 2016 and 2015, respectively	$	185,251	$	112,937
Above-market tenant leases, net of accumulated amortization of $6,515 and $15,423 in 2016 and 2015, respectively	40,260		8,031
Below-market ground lease, net of accumulated amortization of $69 in 2016	18,344		—
Goodwill	1,674		3,647
	$	245,529	$	124,615

Aggregate amortization of intangible assets and liabilities

Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows (in thousands):

	Below Market Rents			Above Market Ground Lease			Below Market Ground Lease		Above Market Rents		In Place Leases		Total
2017	$	(15,591	)	$	(46	)	$	487	$	9,169	$	47,877	$	41,896
2018	(14,460		)	(46		)	470		8,225		36,574		30,763
2019	(12,754		)	(46		)	454		6,316		27,993		21,963
2020	(11,532		)	(46		)	439		5,043		22,000		15,904
2021	(9,634		)	(46		)	425		3,805		16,879		11,429
Thereafter	(23,999		)	(1,581		)	16,069		7,702		33,928		32,119
	$	(87,970	)	$	(1,811	)	$	18,344	$	40,260	$	185,251	$	154,074
Weighted average remaining lease term	7 years			39 years			67 years		6 years		6 years		10 years

Summary of goodwill activity

The following is a summary of goodwill activity for the years ended December 31, 2016 and 2015 (in thousands):

	2016			2015
Beginning Balance	$	3,647		$	3,867
Allocated to property sales and Spin-Off	(1,973		)	(220		)
Ending Balance	$	1,674		$	3,647

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2016

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of other assets

At December 31, 2016 and 2015, other assets included the following (in thousands):

	2016		2015
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $23,135 and $22,572 in 2016 and 2015, respectively	$	15,773	$	13,523
Lease inducements, net of accumulated amortization of $1,278 and $6,865 in 2016 and 2015, respectively	2,517		13,306
Prepaid expenses and other assets	8,432		4,408
Predevelopment costs and earnest money	179		1,780
Line of credit deferred financing costs, net of accumulated amortization of $2,264 and $1,380 in 2016 and 2015, respectively	2,182		2,972
	$	29,083	$	35,989

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Notes Payable (Tables)

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Summary of terms of notes payable

The following table summarizes the terms of notes payable outstanding at December 31, 2016 and 2015 (in thousands):

Description	Interest Rate	Maturity	2016			2015
Term Loan, unsecured	1.97%	2021	$	250,000		$	—
Fifth Third Center	3.37%	2026	149,516			—
Credit Facility, unsecured	1.87%	2019	134,000			92,000
One Eleven Congress	6.08%	2017	128,000			—
The American Cancer Society Center	6.45%	2017	127,508			129,342
Colorado Tower	3.45%	2026	120,000			—
Promenade	4.27%	2022	105,342			108,203
San Jacinto	6.05%	2017	101,000			—
816 Congress	3.75%	2024	84,872			85,000
3344 Peachtree	4.75%	2017	78,971			—
Two Buckhead Plaza	6.43%	2017	52,000			—
Meridian Mark Plaza	6.00%	2020	24,522			24,978
The Pointe	4.01%	2019	22,945			—
Post Oak Central	4.26%	2020	—			181,770
191 Peachtree Tower	3.35%	2018	—			100,000
			$	1,378,676		$	721,293
Unamortized premium, net			6,792			—
Unamortized loan costs			(4,548		)	(2,483		)
Total Notes Payable			$	1,380,920		$	718,810

Summary of interest recorded

For the years ended December 31, 2016, 2015, and 2014, interest was recorded as follows (in thousands):

	2016			2015			2014
Total interest incurred	$	31,347		$	26,314		$	23,735
Interest capitalized	(4,697		)	(3,579		)	(2,752		)
Total interest expense	$	26,650		$	22,735		$	20,983

Schedule of future principal payments due

Future principal payments due (including scheduled amortization payments and payments due upon maturity) on the Company's notes payable at December 31, 2016 are as follows (in thousands):

2017	$	495,916
2018	9,348
2019	167,047
2020	33,826
2021	261,256
Thereafter	411,283
	$	1,378,676

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Schedule of amounts due under lease commitments

Amounts due under these lease commitments are as follows (in thousands):

2017	$	2,795
2018	2,718
2019	2,613
2020	2,492
2021	2,373
Thereafter	198,161
	$	211,152

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Summary of distribution of taxable income

The following reconciles dividends paid and dividends applied in 2016, 2015, and 2014 to meet REIT distribution requirements (in thousands):

	2016			2015			2014
Common and preferred dividends paid	$	1,077,179		$	69,162		63,364
Dividends treated as taxable compensation	(92		)	(94		)	(110	)
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements	—			(731		)	(2,182	)
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements	—			—			731
Dividends in excess of current year REIT distribution requirements	(827,005		)	—			—
Dividends applied to meet current year REIT distribution requirements	$	250,082		$	68,337		61,803

Summary of components of the taxability of the Company's dividends

The following summarizes the components of the taxability of the Company’s distributions for the years ended December 31, 2016, 2015, and 2014:

	Total  Distributions Per Share		Ordinary Dividends		Long-Term Capital Gain		Unrecaptured Section 1250 Gain (A)		Nondividend Distributions		Cash Liquidation Distributions
Common:
2016	$	2.853075	$	0.079661	$	0.582778	$	0.100934	$	2.190636	$	—
2015	$	0.320000	$	0.161738	$	0.158262	$	0.097271	$	—	$	—
2014	$	0.300000	$	0.281564	$	0.018436	$	0.018436	$	—	$	—
Series B Preferred:
2014	$	25.776040	$	0.467750	$	0.001000	$	0.001000	$	—	$	25.307290

(A) Represents a portion of the dividend allocated to long-term capital gain.

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Future Minimum Rents (Tables)

12 Months Ended

Dec. 31, 2016

Leases [Abstract]

Future minimum rentals to be received under existing non-cancelable leases

At December 31, 2016 future minimum rents to be received by consolidated entities under existing non-cancelable leases are as follows (in thousands):

2017	$	307,262
2018	311,442
2019	289,132
2020	267,135
2021	237,500
Thereafter	677,943
	$	2,090,414

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Assumptions used to estimate the fair value of the stock options and their results

The weighted average fair value of options granted was $0.84 per option, and the Company computed the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	1.37	%
Assumed dividend yield	3.60	%
Assumed lives of option awards (in years)	6.4
Assumed volatility	23.23	%

Stock options activity

The following is a summary of stock option activity for the years ended December 31, 2016, 2015, and 2014:

	Number of Options (000s)		Weighted Average Exercise Price Per Option
Outstanding at December 31, 2013	3,078		$	22.90
Exercised	(206	)	8.26
Forfeited/Expired	(661	)	28.18
Outstanding at December 31, 2014	2,211		22.69
Exercised	(23	)	8.02
Forfeited/Expired	(425	)	21.98
Outstanding at December 31, 2015	1,763		22.05
Granted as a result of the Spin-Off	1,222		11.78
Exercised	(2	)	8.35
Forfeited/Expired	(721	)	27.24
Outstanding at December 31, 2016	2,262		$	10.82
Options Exercisable at December 31, 2016	2,262		$	10.82

Summary of restricted stock activity

The following table summarizes restricted stock activity for the years ended December 31, 2016, 2015, and 2014:

	Number of Shares (000s)		Weighted-Average Grant Date Fair Value
Non-vested restricted stock at December 31, 2013	450		$	8.00
Granted	138		10.75
Vested	(236	)	8.00
Forfeited	(10	)	9.48
Non-vested restricted stock at December 31, 2014	342		9.08
Granted	166		11.06
Vested	(210	)	8.41
Forfeited	(5	)	10.68
Non-vested restricted stock at December 31, 2015	293		10.65
Granted	235		8.62
Granted as a result of the Spin-Off	114		7.57
Vested	(141	)	8.54
Forfeited	(30	)	9.77
Non-vested restricted stock at December 31, 2016	471		$	7.57

Summary of all performance-based RSU activity

The following table summarizes the performance-based RSU activity as of December 31, 2016, 2015, and 2014 (in thousands):

Outstanding at December 31, 2013	755
Granted	205
Vested	(150	)
Forfeited	(14	)
Outstanding at December 31, 2014	796
Granted	244
Vested	(191	)
Forfeited	(6	)
Outstanding at December 31, 2015	843
Granted	312
Granted as a result of the Spin-Off	308
Vested	(160	)
Forfeited	(30	)
Outstanding at December 31, 2016	1,273

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Difference between income tax benefit (provision) and the amount computed by applying the statutory federal income tax rate to income before taxes

The net income tax benefit differs from the amount computed by applying the statutory federal income tax rate to CTRS' income before taxes for the year ended December 31, 2016, and to CREC’s income before taxes for the years ended 2015 and 2014 as follows ($ in thousands):

	2016					2015					2014
	Amount			Rate		Amount			Rate		Amount			Rate
Federal income tax benefit (expense)	$	(1,159	)	(35	)%	$	778		35	%	$	(1,124	)	(35	)%
State income tax benefit (expense), net of federal income tax effect	(132		)	(4	)%	90			4	%	(125		)	(4	)%
Valuation allowance	1,282			39	%	(833		)	(37	)%	1,644			50	%
State deferred tax adjustment	9			—	%	(35		)	(2	)%	(375		)	(11	)%
Benefit applicable to income (loss) from continuing operations	$	—		—	%	$	—		—	%	$	20		—	%

Tax effect of significant temporary differences representing deferred tax assets and liabilities

The tax effect of significant temporary differences representing deferred tax assets and liabilities of CTRS as of December 31, 2016 and 2015 are as follows (in thousands):

	2016			2015
Income from unconsolidated joint ventures	$	(188	)	$	928
Federal and state tax carryforwards	514			680
Total deferred tax assets	326			1,608
Valuation allowance	(326		)	(1,608		)
Net deferred tax asset	$	—		$	—

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of the basic and diluted earnings per share of the Company's consolidated statements of operations for the years ended December 31, 2016, 2015, and 2014 (in thousands):

	Year Ended December 31
		2016			2015			2014
Earnings per Common Share - basic:
Numerator:
Income from continuing operations		$	60,941		$	94,332		$	12,886
Net (income) attributable to noncontrolling interests in the CPLP from continuing operations		(784		)	—			—
Net (income) attributable to other noncontrolling interests from continuing operations		(211		)	(111		)	(1,004		)
Dividends to preferred stockholders		—			—			(2,955		)
Preferred Share original issue costs		—			—			(3,530		)
Income from continuing operations available for common stockholders		59,946			94,221			5,397
Income from discontinued operations		19,163			31,297			40,122
Net income available for common stockholders		$	79,109		$	125,518		$	45,519
Denominator:
Weighted average common shares - basic		253,895			215,827			204,216
Earnings per common share - basic:
Income from continuing operations available for common stockholders		$	0.24		$	0.44		$	0.02
Income from discontinued operations available for common stockholders		0.07			0.14			0.20
Net income available for common stockholders		$	0.31		$	0.58		$	0.22
Earnings per common share - diluted:
Numerator:
Income from continuing operations		$	60,941		$	94,332		$	12,886
Net (income) attributable to other noncontrolling interests from continuing operations		(211		)	(111		)	(1,004		)
Dividends to preferred stockholders		—			—			(2,955		)
Preferred Share original issue costs		—			—			(3,530		)
Income from continuing operations available for common stockholders before net income attributable to noncontrolling interests in CPLP		60,730			94,221			5,397
Income from discontinued operations available for common stockholders		19,163			31,297			40,122
Net income available for common stockholders before net income attributable to noncontrolling interests in CPLP		$	79,893		$	125,518		$	45,519
Denominator:
Weighted average common shares - basic		253,895			215,827			204,216
Add:
Stock options using treasury method		178			152			244
Noncontrolling interests CPLP		1,950			—			—
Weighted average common shares - diluted		256,023			215,979			204,460
Earnings per common share - diluted:
Income from continuing operations available for common stockholders		$	0.24		$	0.44		$	0.02
Income from discontinued operations available for common stockholders		0.07			0.14			0.20
Net income available for common stockholders		$	0.31		$	0.58		$	0.22

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Consolidated Statements of Cash Flows - Supplemental Information (Tables)

12 Months Ended

Dec. 31, 2016

Supplemental Cash Flow Elements [Abstract]

Supplemental information related to cash flows

Supplemental information related to cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the years ended December 31, 2016, 2015, and 2014 is as follows (in thousands):

	2016			2015			2014
Interest paid, net of amounts capitalized	$	32,215		$	29,337		$	28,840
Income taxes paid	—			2			4
Non-Cash Transactions:
Non-cash assets and liabilities assumed in Merger	1,886,815			—			—
Non-cash assets and liabilities distributed in Spin-Off	(948,306		)	—			—
Mortgage note payable legally defeased	20,170			—			—
Transfer from land held to projects under development	8,099			—			5,185
Change in accrued property acquisition, development, and tenant asset expenditures	7,918			(2,483		)	(531		)
Transfer from investment in unconsolidated joint ventures to projects under development	5,880			—			—
Transfer from projects under development to operating properties	—			121,709			—
Transfer from operating properties and related assets to real estate assets and other assets held for sale	—			7,246			—
Transfer from operating properties and related liabilities to liabilities of real estate assets held for sale	—			1,347			—

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Reportable Segments (Tables)

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Reconciliation of NOI to net income available to common stockholders

Information on the Company's segments along with a reconciliation of NOI to net income available to common stockholders is as follows (in thousands):

Year ended December 31, 2016	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	78,590	$	—	$	—	$	78,590
Atlanta	98,032		7,411		—		105,443
Austin	29,865		—		—		29,865
Charlotte	28,418		—		—		28,418
Orlando	3,265		—		—		3,265
Tampa	7,130		—		—		7,130
Tempe	6,067		—		—		6,067
Other	1,504		—		—		1,504
Total Net Operating Income	$	252,871	$	7,411	$	—	$	260,282

Year ended December 31, 2015	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	103,210	$	—	$	—	$	103,210
Atlanta	93,438		5,854		—		99,292
Austin	15,294		—		—		15,294
Charlotte	16,164		—		—		16,164
Other	7,104		—		168		7,272
Total Net Operating Income	$	235,210	$	5,854	$	168	$	241,232

Year ended December 31, 2014	Office		Mixed-Use		Other		Total
Net Operating Income:
Houston	$	100,816	$	—	$	—	$	100,816
Atlanta	73,434		5,727		—		79,161
Austin	6,992		—		—		6,992
Charlotte	6,839		—		—		6,839
Other	18,470		—		3,395		21,865
Total Net Operating Income	$	206,551	$	5,727	$	3,395	$	215,673

The following reconciles Net Income to Net Operating Income for each of the periods presented (in thousands):

	Year Ended December 31,
	2016			2015			2014
Net Income	$	80,104		$	125,629		$	53,008
Net operating income from unconsolidated joint ventures	28,785			24,335			25,897
Net operating income from discontinued operations	78,591			103,198			102,616
Fee income	(8,347		)	(7,297		)	(12,519		)
Other income	(1,050		)	(828		)	(919		)
Reimbursed expenses	3,259			3,430			3,652
General and administrative expenses	25,592			16,918			19,784
Interest expense	26,650			22,735			20,983
Depreciation and amortization	97,948			71,625			62,258
Acquisition and merger costs	24,521			299			1,130
Other expenses	5,888			1,181			3,729
Loss on extinguishment of debt	5,180			—			—
Benefit for income taxes from operations	—			—			(20		)
Income from unconsolidated joint ventures	(10,562		)	(8,302		)	(11,268		)
Gain on sale of investment properties	(77,114		)	(80,394		)	(12,536		)
Income (loss) from discontinued operations	(19,163		)	(31,297		)	(40,122		)
Net Operating Income	$	260,282		$	241,232		$	215,673

Reconciliation of revenue from segments to consolidated

Revenues by reportable segment, including a reconciliation to total revenues on the consolidated statements of operations for years ended December 31, 2016, 2015 and 2014 are as follows (in thousands):

Year ended December 31, 2016	Office		Mixed-Use		Other		Total
Revenues:
Atlanta	$	160,540	$	13,043	$	—	$	173,583
Austin	52,769		—		—		52,769
Charlotte	39,448		—		—		39,448
Houston	136,926		—		—		136,926
Orlando	5,896		—		—		5,896
Tampa	10,994		—		—		10,994
Tempe	8,902		—		—		8,902
Other	2,443		—		—		2,443
Total segment revenues	417,918		13,043		—		430,961
Company's share of rental property revenues from unconsolidated joint ventures	31,177		13,043		—		44,220
Revenues included in discontinued operations	136,927		—		—		136,927
Total rental property revenues	$	249,814	$	—	$	—	$	249,814

Year ended December 31, 2015	Office		Mixed-Use		Other		Total
Revenues:
Houston	$	176,823	$	—	$	—	$	176,823
Atlanta	164,712		9,975		—		174,687
Austin	26,581		—		—		26,581
Charlotte	22,964		—		—		22,964
Other	9,216		—		192		9,408
Total segment revenues	400,296		9,975		192		410,463
Company's share of rental property revenues from unconsolidated joint ventures	27,416		9,975		—		37,391
Revenues included in discontinued operations	176,828		—		—		176,828
Total rental property revenues	$	196,052	$	—	$	192	$	196,244

Year ended December 31, 2014	Office		Mixed-Use		Other		Total
Revenues:
Houston	$	179,788	$	—	$	—	$	179,788
Atlanta	125,884		9,037		—		134,921
Austin	14,062		—		—		14,062
Charlotte	9,404		—		—		9,404
Other	42,576		—		3,886		46,462
Total segment revenues	371,714		9,037		3,886		384,637
Company's share of rental property revenues from unconsolidated joint ventures	26,766		9,037		1,997		37,800
Revenues included in discontinued operations	182,714		—		—		182,714
Total rental property revenues	$	162,234	$	—	$	1,889	$	164,123

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Description of Business and Basis of Presentation (Details) ft² in Thousands			1 Months Ended
	Oct. 06, 2016 Rate	Oct. 06, 2016	Jan. 31, 2017 USD ($)	Dec. 31, 2016 USD ($) ft²	Dec. 31, 2015 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Percentage of partnership units owned by the Company	98.00%	98.00%
Company's portfolio of real estate assets - Office space (square feet) | ft²				16,200
Company's portfolio of real estate assets - Retail space (square feet) | ft²				786
Variable Interest Entity [Line Items]
Reclassification of deferred financing costs				$ 4,548,000	$ 2,483,000
Accounting Standards Update 2015-03 | Other Assets
Variable Interest Entity [Line Items]
Reclassification of deferred financing costs					(2,500,000)
Accounting Standards Update 2015-03 | Long-term Debt
Variable Interest Entity [Line Items]
Reclassification of deferred financing costs					2,500,000
Callaway
Variable Interest Entity [Line Items]
Total assets				$ 0	$ 4,600,000
Callaway | Subsequent Event
Variable Interest Entity [Line Items]
Impairment loss on joint venture			$ 4,500,000

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Significant Accounting Policies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Period in which the company capitalizes interest, real estate taxes and certain operating expenses on the unoccupied portion of recently completed properties, beginning with the date it is substantially complete (percent)	90.00%
Period in which the company capitalizes interest, real estate taxes and certain operating expenses on the unoccupied portion of recently completed properties, beginning with the date it is substantially complete (in years)	1 year
Property, Plant and Equipment [Line Items]
Reimbursement of rental revenue from tenants	$ 90.2	$ 93.3	$ 86.0
Buildings | Minimum
Property, Plant and Equipment [Line Items]
Useful life	24 years
Buildings | Maximum
Property, Plant and Equipment [Line Items]
Useful life	42 years
Furniture, Fixtures and Equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Furniture, Fixtures and Equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years

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Transactions With Parkway Properties, Inc. (Textual) (Details) $ / shares in Units, $ in Thousands, shares in Millions					1 Months Ended	12 Months Ended
	Oct. 07, 2016 USD ($) Rate	Oct. 06, 2016 USD ($) shares	Oct. 06, 2016 USD ($) Rate	Oct. 06, 2016 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)	Oct. 05, 2016 $ / shares
Business Acquisition [Line Items]
Stock conversion ratio | Rate	12.50%
Percentage of partnership units owned by the Company			98.00%	98.00%
Payment to acquire outside partner's interest in the joint venture					$ 279,000
Revenue contributed from the merger						$ 68,700
Net income contributed from the merger						9,000
Spin-off
Business Acquisition [Line Items]
Transaction costs included in discontinued operations	$ 6,300
Outside Unit Holders
Business Acquisition [Line Items]
Percentage of partnership units owned by legacy outside unit holders | Rate			2.00%
Limited Partner
Business Acquisition [Line Items]
Redemption of partnership units in shares of common stock, ratio				1
CPLP
Business Acquisition [Line Items]
Closing stock price (in usd per share) | $ / shares							$ 10.19
Fair value of assets and liabilities assumed		$ 1,950,008	$ 1,950,008	$ 1,950,008
Acquisition and merger costs						$ 24,500
Parkway
Business Acquisition [Line Items]
Stock conversion ratio | Rate			163.00%
Parkway | Common Stock
Business Acquisition [Line Items]
Number of shares issued in merger | shares		183
Parkway | Preferred Stock
Business Acquisition [Line Items]
Number of shares issued in merger | shares		7

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Transactions With Parkway Properties, Inc. (Purchase Price Allocation) (Details) - CPLP $ in Thousands	Oct. 06, 2016 USD ($)
Business Acquisition [Line Items]
Real estate assets	$ 3,441,859
Cash	63,193
Restricted cash	30,560
Notes and other receivables	36,388
Investment in unconsolidated joint ventures	58,875
Intangible assets	330,221
Other assets	10,549
Total assets acquired	3,971,645
Notes payable	1,473,810
Accounts payable and accrued expenses	136,934
Intangible liabilities	106,480
Other liabilities	12,076
Nonredeemable noncontrolling interests (excluding CPLP)	292,337
Total liabilities acquired	2,021,637
Total purchase price	$ 1,950,008

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Transactions With Parkway Properties, Inc. (Pro Forma Information) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Combinations [Abstract]
Revenues	$ 732,117	$ 855,318	$ 388,791
Income from continuing operations	179,625	237,909	31,695
Net income	174,117	237,323	52,853
Net income available to common stockholders	$ 166,375	$ 208,574	$ 45,364
Per share information:
Basic (in usd per share)	$ 0.42	$ 0.53	$ 0.22
Diluted (in usd per share)	$ 0.41	$ 0.53	$ 0.22

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Transactions With Parkway Properties, Inc. (Assets and Liabilities Transferred) (Details) - Spin-off $ in Thousands	Oct. 07, 2016 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Real estate assets	$ 1,696,080
Cash	192,755
Notes and other receivables	43,752
Intangible assets	143,294
Other assets	6,669
Total assets of discontinued operation	2,082,550
Notes payable	803,769
Accounts payable and accrued expenses	56,055
Intangible liabilities	59,424
Other liabilities	22,241
Total liabilities of discontinued operation	941,489
Noncontrolling interest	22,821
Net assets in Spin-off to New Parkway	$ 1,118,240

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Transactions With Parkway Properties, Inc. (Discontinued Operations) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations	$ 19,163	$ 31,848	$ 20,764
Gain (loss) on sale of discontinued operations, net	0	(551)	19,358
Spin-off
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rental property revenues	136,927	176,828	182,714
Rental property operating expenses	(58,336)	(73,630)	(80,099)
Other revenues	288	450	4,064
Interest expense	(6,022)	(7,988)	(8,127)
Depreciation and amortization	(47,345)	(63,791)	(77,760)
Other expenses	(6,349)	(21)	(28)
Income from discontinued operations	19,163	31,848	20,764
Gain (loss) on sale of discontinued operations, net	0	(551)	19,358
Cash provided by operating activities	42,604	76,395	81,946
Cash used in investing activities	$ (30,067)	$ (55,085)	$ 6,001

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Real Estate Transactions (Properties Held for Sale) (Details) ft² in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) ft²	Dec. 31, 2015 USD ($) ft²	Dec. 31, 2014 USD ($) ft²
Atlanta, GA | 100 North Point Center East
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²	129
Sales Price | $	$ 22,000
Atlanta, GA | 191 Peachtree
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²	1,225
Sales Price | $	$ 267,500
Atlanta, GA | The Forum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²	220
Sales Price | $	$ 70,000
Atlanta, GA | 200, 333, and 555 North Point Center East
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²		411
Sales Price | $		$ 70,300
Houston | Post Oak Central
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²	1,280
Sales Price | $	$ (1)
Houston | Greenway Plaza
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²	4,348
Sales Price | $	$ (1)
Philadelphia | Two Liberty Place
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²	941
Sales Price | $	$ 219,000
Miami | Lincoln Place
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²	140
Sales Price | $	$ 80,000
Dallas, TX | 2100 Ross
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²		844
Sales Price | $		$ 131,000
Dallas, TX | The Points at Waterview
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²		203
Sales Price | $		$ 26,800
Ft. Worth, TX | 777 Main
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²			980
Sales Price | $			$ 167,000
Birmingham, AL | Lakeshore Park Plaza
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²			197
Sales Price | $			$ 25,000
Birmingham, AL | 600 University Park Place
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²			123
Sales Price | $			$ 19,700
Tallahassee, FL | Mahan Village
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²			147
Sales Price | $			$ 29,500

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Real Estate Transactions (Assets and Liabilities Held-for-sale) (Details) - 100 North Point Center $ in Thousands	Dec. 31, 2015 USD ($)
Real estate assets and related assets held for sale
Operating Properties, net of accumulated depreciation of $7,072	$ 6,421
Notes and accounts receivable	210
Deferred rents receivable	496
Other assets, net of accumulated amortization of $128	119
Total assets of discontinued operation	7,246
Liabilities of real estate assets held for sale
Accounts payable and accrued expenses	140
Deferred Income	200
Other liabilities	1,007
Total liabilities of discontinued operation	1,347
Accumulated depreciation	7,072
Accumulated amortization	$ 128

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Real Estate Transactions (Textual) (Details) ft² in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2014 USD ($) ft²
Northpark Town Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square footage of real estate property (square feet) | ft²	1,500
Gross purchase price	$ 348,000
Acquisition and related costs	$ 643
Fifth Third Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square footage of real estate property (square feet) | ft²	698
Gross purchase price	$ 215,000
Acquisition and related costs	$ 328

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Real Estate Transactions (Fair Value of Assets and Liabilities Acquired) (Details) $ in Thousands	Dec. 31, 2014 USD ($)
Northpark Town Center
Tangible assets:
Land and improvements	$ 24,577
Building	274,151
Tenant improvements	21,674
Other assets	0
Tangible assets	320,402
Intangible assets:
Total intangible assets	33,005
Tangible liabilities:
Accounts payable and accrued expenses	0
Total tangible liabilities	0
Intangible liabilities:
Total intangible liabilities	(8,018)
Total purchase price	345,389
Northpark Town Center | Above-market leases
Intangible assets:
Total intangible assets	2,846
Northpark Town Center | In-place leases
Intangible assets:
Total intangible assets	30,159
Northpark Town Center | Below-market ground leases
Intangible assets:
Total intangible assets	0
Fifth Third Center
Tangible assets:
Land and improvements	22,863
Building	163,649
Tenant improvements	16,781
Other assets	1,014
Tangible assets	204,307
Intangible assets:
Total intangible assets	18,066
Tangible liabilities:
Accounts payable and accrued expenses	(1,026)
Total tangible liabilities	(1,026)
Intangible liabilities:
Total intangible liabilities	(9,374)
Total purchase price	211,973
Fifth Third Center | Above-market leases
Intangible assets:
Total intangible assets	632
Fifth Third Center | In-place leases
Intangible assets:
Total intangible assets	17,096
Fifth Third Center | Below-market ground leases
Intangible assets:
Total intangible assets	$ 338

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Real Estate Transactions (Acquisition Pro Forma) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Real Estate [Abstract]
Revenues	$ 732,117	$ 855,318	$ 388,791
Income from continuing operations	179,625	237,909	31,695
Net income	174,117	237,323	52,853
Net income available to common stockholders	$ 166,375	$ 208,574	$ 45,364
Per share information:
Basic (in usd per share)	$ 0.42	$ 0.53	$ 0.22
Diluted (in usd per share)	$ 0.41	$ 0.53	$ 0.22

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Notes and Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Receivables [Abstract]
Notes receivable	$ 3,921	$ 414
Allowance for doubtful accounts related to notes receivable	(414)	(414)
Tenant and other receivables	24,929	11,767
Allowance for doubtful accounts related to tenant and other receivables	(753)	(939)
Total notes and accounts receivable	$ 27,683	$ 10,828

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Investment in Unconsolidated Joint Ventures (Summary of Financial Data and Principal Activities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
SUMMARY OF FINANCIAL POSITION:
Total Assets	$ 930,904	$ 644,880
Total Debt	526,458	401,977
Total Equity (Deficit)	366,113	219,079
Company's Investment	156,388	79,434
SUMMARY OF OPERATIONS:
Total Revenues	116,855	110,689	$ 109,326
Net Income (Loss)	27,398	23,711	25,357
Company's Share of Net Income (Loss)	10,562	8,302	11,268
Terminus Office Holdings
SUMMARY OF FINANCIAL POSITION:
Total Assets	268,242	277,444
Total Debt	207,545	211,216
Total Equity (Deficit)	49,476	56,369
Company's Investment	25,686	29,110
SUMMARY OF OPERATIONS:
Total Revenues	42,386	40,250	39,531
Net Income (Loss)	4,608	2,789	663
Company's Share of Net Income (Loss)	2,303	1,395	308
EP I LLC
SUMMARY OF FINANCIAL POSITION:
Total Assets	78,537	83,115
Total Debt	58,029	58,029
Total Equity (Deficit)	18,962	24,172
Company's Investment	18,551	21,502
SUMMARY OF OPERATIONS:
Total Revenues	12,239	12,558	12,049
Net Income (Loss)	2,294	3,177	2,583
Company's Share of Net Income (Loss)	1,684	2,197	1,937
EP II LLC
SUMMARY OF FINANCIAL POSITION:
Total Assets	67,754	70,704
Total Debt	44,969	40,910
Total Equity (Deficit)	21,743	24,331
Company's Investment	17,606	19,118
SUMMARY OF OPERATIONS:
Total Revenues	5,376	1,264	0
Net Income (Loss)	(1,187)	(638)	0
Company's Share of Net Income (Loss)	(878)	(466)	0
Charlotte Gateway Village, LLC
SUMMARY OF FINANCIAL POSITION:
Total Assets	119,054	123,531
Total Debt	0	17,536
Total Equity (Deficit)	116,809	104,336
Company's Investment	11,796	11,190
SUMMARY OF OPERATIONS:
Total Revenues	34,156	33,724	33,903
Net Income (Loss)	14,536	12,737	11,645
Company's Share of Net Income (Loss)	2,194	1,183	1,176
HICO Victory Center LP
SUMMARY OF FINANCIAL POSITION:
Total Assets	14,124	13,532
Total Debt	0	0
Total Equity (Deficit)	13,869	13,229
Company's Investment	9,506	9,138
SUMMARY OF OPERATIONS:
Total Revenues	383	262	0
Net Income (Loss)	376	204	0
Company's Share of Net Income (Loss)	187	102	0
Carolina Square Holdings LP
SUMMARY OF FINANCIAL POSITION:
Total Assets	66,922	15,729
Total Debt	23,741	0
Total Equity (Deficit)	34,173	12,085
Company's Investment	18,325	6,782
SUMMARY OF OPERATIONS:
Total Revenues	58	0	0
Net Income (Loss)	9	0	0
Company's Share of Net Income (Loss)	0	0	0
CL Realty, L.L.C.
SUMMARY OF FINANCIAL POSITION:
Total Assets	8,047	7,872
Total Debt	0	0
Total Equity (Deficit)	7,899	7,662
Company's Investment	3,644	3,515
SUMMARY OF OPERATIONS:
Total Revenues	567	855	1,573
Net Income (Loss)	237	424	1,069
Company's Share of Net Income (Loss)	128	220	542
DC Charlotte Plaza LLLP
SUMMARY OF FINANCIAL POSITION:
Total Assets	17,940	0
Total Debt	0	0
Total Equity (Deficit)	17,073	0
Company's Investment	8,937	0
SUMMARY OF OPERATIONS:
Total Revenues	47	0	0
Net Income (Loss)	45	0	0
Company's Share of Net Income (Loss)	24	0	0
Temco Associates, LLC
SUMMARY OF FINANCIAL POSITION:
Total Assets	4,368	5,284
Total Debt	0	0
Total Equity (Deficit)	4,253	5,133
Company's Investment	829	977
SUMMARY OF OPERATIONS:
Total Revenues	1,343	9,485	2,155
Net Income (Loss)	440	2,358	495
Company's Share of Net Income (Loss)	502	2,351	(6)
Wildwood Associates
SUMMARY OF FINANCIAL POSITION:
Total Assets	16,351	16,419
Total Debt	0	0
Total Equity (Deficit)	16,314	16,354
Company's Investment	(1,143)	(1,122)
SUMMARY OF OPERATIONS:
Total Revenues	0	0	3,329
Net Income (Loss)	(140)	(120)	(1,704)
Company's Share of Net Income (Loss)	(70)	(59)	2,097
Crawford Long - CPI, LLC
SUMMARY OF FINANCIAL POSITION:
Total Assets	27,523	29,143
Total Debt	72,822	74,286
Total Equity (Deficit)	(45,928)	(46,238)
Company's Investment	(21,866)	(22,021)
SUMMARY OF OPERATIONS:
Total Revenues	12,113	12,291	11,945
Net Income (Loss)	2,743	2,820	2,775
Company's Share of Net Income (Loss)	1,372	1,416	1,407
Cousins W. Rio Salado, LLC
SUMMARY OF FINANCIAL POSITION:
Total Assets	59,399	0
Total Debt	12,852	0
Total Equity (Deficit)	32,855	0
Company's Investment	52,206	0
SUMMARY OF OPERATIONS:
Total Revenues	4,219	0	0
Net Income (Loss)	3,926	0	0
Company's Share of Net Income (Loss)	2,906	0	0
Courvoisier Centre JV, LLC
SUMMARY OF FINANCIAL POSITION:
Total Assets	172,197	0
Total Debt	106,500	0
Total Equity (Deficit)	69,479	0
Company's Investment	11,782	0
AMCO 120 WT Holdings, LLC
SUMMARY OF FINANCIAL POSITION:
Total Assets	10,446	0
Total Debt	0	0
Total Equity (Deficit)	9,136	0
Company's Investment	184	0
Courvoisier Centre JV, LLC
SUMMARY OF OPERATIONS:
Total Revenues	3,968	0	0
Net Income (Loss)	(489)	0	0
Company's Share of Net Income (Loss)	(93)	0	0
Other
SUMMARY OF FINANCIAL POSITION:
Total Assets	0	2,107
Total Debt	0	0
Total Equity (Deficit)	0	1,646
Company's Investment	345	1,245
SUMMARY OF OPERATIONS:
Total Revenues	0	0	4,841
Net Income (Loss)	0	(40)	7,831
Company's Share of Net Income (Loss)	$ 303	$ (37)	$ 3,807

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Investment in Unconsolidated Joint Ventures (Terminus Office Holdings LLC) (Details) - Terminus Office Holdings $ in Millions	Dec. 31, 2016 USD ($) property debt_instrument
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Cash balance of joint venture	$ 3.6
Secured Mortgage Note Payable
Schedule of Equity Method Investments [Line Items]
Number of non-recourse mortgage loans | debt_instrument	2
Principal amount	$ 207.5
Weighted average interest rate	4.69%
Office Buildings
Schedule of Equity Method Investments [Line Items]
Number of properties owned | property	2
JPM
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%

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Investment in Unconsolidated Joint Ventures (EP I LLC) (Details) - EP I LLC $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	75.00%
Maximum amount available under construction facility	$ 59,000
Cash balance of joint venture	$ 234
LIBOR
Schedule of Equity Method Investments [Line Items]
Basis spread on variable rate (percent)	1.75%
Gables
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	25.00%

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Investment in Unconsolidated Joint Ventures (EP II LLC) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Schedule of Equity Method Investments [Line Items]
Amount of loans guaranteed (up to)	$ 3,400
Gables
Schedule of Equity Method Investments [Line Items]
Amount of loans guaranteed (up to)	$ 1,100
EP II LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	75.00%
Outstanding balance of mortgage loan	$ 45,000
Cash balance of joint venture	$ 794
EP II LLC | LIBOR
Schedule of Equity Method Investments [Line Items]
Basis spread on variable rate (percent)	1.85%
EP II LLC | Gables
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	25.00%

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Investment in Unconsolidated Joint Ventures (Charlotte Gateway Village, LLC) (Details) - Charlotte Gateway Village, LLC ft² in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) ft²
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Square footage of real estate property (square feet) | ft²	1.1
Compounded rate of return received by Company (percent)	11.46%
Percentage of Company's income (loss) received in final step of distribution	0.5
Allocation of net income and cash flows, percentage	50.00%
Allocation of proceeds from capital transactions, percentage, second priority	50.00%
Maximum internal rate of return to be achieved	17.00%
Allocation of proceeds from capital transactions, percentage, third priority	20.00%
Maximum IRR on project (percent)	17.00%
Cash balance of joint venture	$ 3,700,000
BOA
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Percentage of Company's income (loss) received in final step of distribution	0.5
Allocation of net income and cash flows, percentage	50.00%
Allocation of proceeds from capital transactions, percentage, second priority	50.00%
Allocation of proceeds from capital transactions, percentage, third priority	80.00%
BOA | Maximum
Schedule of Equity Method Investments [Line Items]
Allocation of proceeds from capital transactions, first priority	$ 80,900,000.0

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Investment in Unconsolidated Joint Ventures (HICO Victory Center LP) (Details) - Hines Victory $ in Thousands	Dec. 31, 2016 USD ($)
Schedule of Equity Method Investments [Line Items]
Land funding requirement (percent)	75.00%
Cash balance of joint venture	$ 237
Minimum
Schedule of Equity Method Investments [Line Items]
Future ownership percentage of partner in joint venture	90.00%
Hines
Schedule of Equity Method Investments [Line Items]
Land funding requirement (percent)	25.00%
Hines | Maximum
Schedule of Equity Method Investments [Line Items]
Future ownership percentage of partner in joint venture	10.00%

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Investment in Unconsolidated Joint Ventures (Carolina Square Holdings LP) (Details) - Carolina Square Holdings LP - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture		50.00%
Maximum amount available under construction facility	$ 79,800
Maximum percentage guaranteed under construction loan	12.50%
Outstanding balance of mortgage loan	$ 23,700
Cash balance of joint venture	$ 70
LIBOR
Schedule of Equity Method Investments [Line Items]
Basis spread on variable rate (percent)	1.90%
Northwood Ravin
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture		50.00%

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Investment in Unconsolidated Joint Ventures (CL Realty, L.L.C.) (Details) - CL Realty, L.L.C. $ in Thousands	Dec. 31, 2016 USD ($) parcel
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Cash balance of joint venture | $	$ 502
Land
Schedule of Equity Method Investments [Line Items]
Number of parcel of land | parcel	1
Forestar
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%

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Investment in Unconsolidated Joint Ventures (DC Charlotte Plaza LLLP) (Details) - DC Charlotte Plaza LLLP ft² in Thousands	Dec. 31, 2016 USD ($) ft²
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Square footage of real estate property (square feet) | ft²	282
Cash balance of joint venture | $	$ 0
DFA
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%

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Investment in Unconsolidated Joint Ventures (Temco Associates, LLC) (Details) - Temco Associates, LLC $ in Thousands	Dec. 31, 2016 USD ($)
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Cash balance of joint venture	$ 125
Forestar
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%

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Investment in Unconsolidated Joint Ventures (Wildwood Associates) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) a	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Schedule of Equity Method Investments [Line Items]
Operating distributions from unconsolidated joint ventures	$ 7,764	$ 8,760	$ 10,296
Company's investment balance	$ 156,388	79,434
Wildwood Associates
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Operating distributions from unconsolidated joint ventures			2,100
Recognition of deferred income			$ 582
Company's investment balance	$ (1,143)	$ (1,122)
Wildwood Associates | IBM
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Acres of land available for development or sale (acres) | a	22

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Investment in Unconsolidated Joint Ventures (Crawford Long—CPI, LLC) (Details) - Crawford Long - CPI, LLC ft² in Thousands, $ in Millions	Dec. 31, 2016 USD ($) ft²
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%
Square footage of real estate property (square feet) | ft²	358
Outstanding balance of mortgage loan	$ 72.8
Cash balance of joint venture	$ 1.2
Secured Mortgage Note Payable
Schedule of Equity Method Investments [Line Items]
Interest rate on mortgage loan (percent)	3.50%
Emory University
Schedule of Equity Method Investments [Line Items]
Ownership percentage of partner in joint venture	50.00%

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Investment in Unconsolidated Joint Ventures (Courvoisier Centre JV, LLC (Details) - Courvoisier Centre JV, LLC ft² in Thousands, $ in Millions	Dec. 31, 2016 USD ($) ft²
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	20.00%
Square footage of real estate property (square feet) | ft²	343
Outstanding balance of mortgage loan	$ 106.5
Cash balance of joint venture	$ 1.7
Secured Mortgage Note Payable
Schedule of Equity Method Investments [Line Items]
Interest rate on mortgage loan (percent)	4.60%
Spanish Key LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	80.00%

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Investment in Unconsolidated Joint Ventures (Cousins W Rio Salado, LLC) (Details) - Cousins W. Rio Salado, LLC ft² in Thousands, $ in Millions	Dec. 31, 2016 ft²	Oct. 31, 2016 USD ($)
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	74.60%
Square footage of real estate property (square feet) | ft²	225
American Airlines
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	25.40%
Percentage of building under lease		100.00%
Purchase of interest in the building | $		$ 19.6
ADP
Schedule of Equity Method Investments [Line Items]
Percentage of building under lease		100.00%

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Investment in Unconsolidated Joint Ventures (AMCO 120 WT Holdings, LLC) (Details) - AMCO 120 WT Holdings, LLC ft² in Thousands, $ in Millions	Dec. 31, 2016 USD ($) ft² apartment_unit
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	20.00%
Cash balance of joint venture | $	$ 1.5
Office Space
Schedule of Equity Method Investments [Line Items]
Square footage of real estate property (square feet)	30
Retail Space
Schedule of Equity Method Investments [Line Items]
Square footage of real estate property (square feet)	10
Number of apartment units | apartment_unit	330
AMLI Residential
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	80.00%

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Investment in Unconsolidated Joint Ventures (Other Data) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Schedule of Equity Method Investments [Line Items]
Fees earned from unconsolidated joint ventures	$ 7.4	$ 6.0	$ 5.4
Unconsolidated Joint Ventures
Schedule of Equity Method Investments [Line Items]
Outstanding balance of mortgage loan	$ 513.6

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Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization	$ 53,483	$ 103,458
Goodwill	1,674	3,647	$ 3,867
Total intangible assets	245,529	124,615
In-place leases
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net	185,251	112,937
Accumulated amortization	46,899	88,035
Above Market Rents
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net	40,260	8,031
Accumulated amortization	6,515	15,423
Below-market ground leases
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net	18,344	$ 0
Accumulated amortization	$ 69

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Intangible Assets (Textual) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Net amortization expense of intangible assets and liabilities	$ 24.0	$ 23.7	$ 32.7

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Intangible Assets (Intangibles - Future Amortization) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Future Amortization of Intangible Assets:
Weighted average remaining lease term	10 years
2017	$ 41,896
2018	30,763
2019	21,963
2020	15,904
2021	11,429
Thereafter	32,119
Finite-lived intangibles, net	154,074
Below Market Rents
Future Amortization of Intangible Liabilities:
2017	(15,591)
2018	(14,460)
2019	(12,754)
2020	(11,532)
2021	(9,634)
Thereafter	(23,999)
Finite-lived intangible liabilities, net	$ (87,970)
Weighted average remaining lease term (in years)	7 years
Above Market Ground Lease
Future Amortization of Intangible Liabilities:
2017	$ (46)
2018	(46)
2019	(46)
2020	(46)
2021	(46)
Thereafter	(1,581)
Finite-lived intangible liabilities, net	$ (1,811)
Weighted average remaining lease term (in years)	39 years
Below Market Ground Lease
Future Amortization of Intangible Assets:
2017	$ 487
2018	470
2019	454
2020	439
2021	425
Thereafter	16,069
Finite-lived intangible assets, net	$ 18,344	$ 0
Weighted average remaining lease term	67 years
Above Market Rents
Future Amortization of Intangible Assets:
2017	$ 9,169
2018	8,225
2019	6,316
2020	5,043
2021	3,805
Thereafter	7,702
Finite-lived intangible assets, net	$ 40,260	8,031
Weighted average remaining lease term	6 years
In Place Leases
Future Amortization of Intangible Assets:
2017	$ 47,877
2018	36,574
2019	27,993
2020	22,000
2021	16,879
Thereafter	33,928
Finite-lived intangible assets, net	$ 185,251	$ 112,937
Weighted average remaining lease term	6 years

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Intangible Assets (Goodwill Rollforward) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill [Roll Forward]
Beginning Balance	$ 3,647	$ 3,867
Allocated to property sales and Spin-Off	(1,973)	(220)
Ending Balance	$ 1,674	$ 3,647

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Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $23,135 and $22,572 in 2016 and 2015, respectively	$ 15,773	$ 13,523
Lease inducements, net of accumulated amortization of $1,278 and $6,865 in 2016 and 2015, respectively	2,517	13,306
Prepaid expenses and other assets	8,432	4,408
Predevelopment costs and earnest money	179	1,780
Line of credit deferred financing costs, net of accumulated amortization of $2,264 and $1,380 in 2016 and 2015, respectively	2,182	2,972
Total other assets	29,083	35,989
Lease inducements, accumulated amortization	1,278	6,865
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, accumulated depreciation	23,135	22,572
Line of credit deferred financing costs, accumulated amortization	$ 2,264	$ 1,380

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Notes Payable (Terms of Notes Payable) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Total Notes Payable, Gross	$ 1,378,676	$ 721,293
Unamortized premium, net	6,792	0
Unamortized loan costs	(4,548)	(2,483)
Total Notes Payable	$ 1,380,920	718,810
Fifth Third Center
Debt Instrument [Line Items]
Interest Rate (percent)	3.37%
Total Notes Payable, Gross	$ 149,516	0
One Eleven Congress
Debt Instrument [Line Items]
Interest Rate (percent)	6.08%
Total Notes Payable, Gross	$ 128,000	0
The American Cancer Society Center
Debt Instrument [Line Items]
Interest Rate (percent)	6.45%
Total Notes Payable, Gross	$ 127,508	129,342
Colorado Tower
Debt Instrument [Line Items]
Interest Rate (percent)	3.45%
Total Notes Payable, Gross	$ 120,000	0
Promenade
Debt Instrument [Line Items]
Interest Rate (percent)	4.27%
Total Notes Payable, Gross	$ 105,342	108,203
San Jacinto
Debt Instrument [Line Items]
Interest Rate (percent)	6.048%
Total Notes Payable, Gross	$ 101,000	0
816 Congress
Debt Instrument [Line Items]
Interest Rate (percent)	3.75%
Total Notes Payable, Gross	$ 84,872	85,000
3344 Peachtree
Debt Instrument [Line Items]
Interest Rate (percent)	4.75%
Total Notes Payable, Gross	$ 78,971	0
Two Buckhead Plaza
Debt Instrument [Line Items]
Interest Rate (percent)	6.43%
Total Notes Payable, Gross	$ 52,000	0
Meridian Mark Plaza
Debt Instrument [Line Items]
Interest Rate (percent)	6.00%
Total Notes Payable, Gross	$ 24,522	24,978
The Pointe
Debt Instrument [Line Items]
Interest Rate (percent)	4.01%
Total Notes Payable, Gross	$ 22,945	$ 0
Post Oak Central
Debt Instrument [Line Items]
Interest Rate (percent)		4.26%
Total Notes Payable, Gross	0	$ 181,770
191 Peachtree Tower
Debt Instrument [Line Items]
Interest Rate (percent)		3.35%
Total Notes Payable, Gross	$ 0	$ 100,000
Term Loan, unsecured
Debt Instrument [Line Items]
Interest Rate (percent)	1.97%
Total Notes Payable, Gross	$ 250,000	0
Credit Facility, unsecured
Debt Instrument [Line Items]
Interest Rate (percent)	1.87%
Total Notes Payable, Gross	$ 134,000	$ 92,000

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Notes Payable (Credit Facility) (Details) - Credit Facility	12 Months Ended
	Dec. 31, 2016 USD ($)
Line of Credit Facility [Line Items]
Senior unsecured line of credit	$ 500,000,000
Maximum borrowing capacity	$ 750,000,000
Minimum fixed charge coverage ratio	1.50
Overall leverage ratio (no more than)	60.00%
Minimum shareholders' equity	$ 1,000,000,000
Available borrowing capacity	$ 365,000,000
Minimum
Line of Credit Facility [Line Items]
Unencumbered interest coverage ratio	2.0
Commitment fee percentage	0.15%
Maximum
Line of Credit Facility [Line Items]
Commitment fee percentage	0.30%
LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	1.10%
LIBOR | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	1.10%
LIBOR | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	1.45%
One-month LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	1.00%
Base Rate | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	0.10%
Base Rate | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	0.45%
Federal Funds Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	0.50%

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Notes Payable (Term Loan) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Unsecured term loan	$ 1,378,676	$ 721,293
Term Loan
Debt Instrument [Line Items]
Unsecured term loan	$ 250,000	$ 0
Term Loan | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	1.20%
Term Loan | LIBOR | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	1.20%
Term Loan | LIBOR | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	1.70%
Term Loan | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	0.50%
Term Loan | One-month LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	1.00%
Term Loan | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	0.00%
Term Loan | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (percent)	0.75%

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Notes Payable (Debt Associated with the Merger and Spin-Off) (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2016	Dec. 30, 2016	Oct. 06, 2016
Mortgage Debt
Debt Instrument [Line Items]
Debt assumed that was repaid		$ 251.9
Provision for legal defeasance		$ 20.2
Mortgage Debt | Spin-off
Debt Instrument [Line Items]
Term loan distributed as a result of spin-off			$ 272.4
Mortgage Debt | Parkway
Debt Instrument [Line Items]
Notes payable			$ 635.2
Weighted average stated interest rate			5.20%
Unsecured Term Debt | Parkway
Debt Instrument [Line Items]
Notes payable	$ 550.0
Repayment of unsecured debt	550.0
Senior Secured Term Loan | New Parkway
Debt Instrument [Line Items]
Term loan distributed as a result of spin-off	350.0
Senior Secured Term Loan | Parkway
Debt Instrument [Line Items]
Proceeds from issuance of debt	$ 350.0

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Notes Payable (Other Mortgage Loan Information) (Details) ft² in Thousands	3 Months Ended	12 Months Ended
	Dec. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) ft²	Dec. 31, 2015 USD ($)
Debt Instrument [Line Items]
Non-recourse mortgage loan		$ 127,500,000.0
Mortgage Debt
Debt Instrument [Line Items]
Debt assumed that was repaid	$ 251,900,000
Colorado Tower
Debt Instrument [Line Items]
Non-recourse mortgage loan		$ 120,000,000
Square footage of real estate property (square feet) | ft²		373
Interest rate on mortgage loan (percent)		3.45%
Fifth Third Center
Debt Instrument [Line Items]
Non-recourse mortgage loan		$ 150,000,000
Square footage of real estate property (square feet) | ft²		698
Interest rate on mortgage loan (percent)		3.37%
191 Peachtree Tower
Debt Instrument [Line Items]
Interest rate on mortgage loan (percent)			3.35%
Notes payable prepayment penalty		$ 3,700,000
191 Peachtree Tower | Mortgage Debt
Debt Instrument [Line Items]
Debt assumed that was repaid		$ 98,100,000
The Points at Waterview
Debt Instrument [Line Items]
Debt assumed that was repaid			$ 14,200,000

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Notes Payable (Other Debt Information) (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2016 USD ($) loan	Dec. 31, 2016 USD ($) loan	Dec. 31, 2015 USD ($)
Debt Instrument [Line Items]
Weighted average maturity period on consolidated debt		4 years 3 months
Number of non-recourse mortgage loans | loan		1
Non-recourse mortgage loan, principal amount	$ 127,500,000.0	$ 127,500,000.0
Notes payable, fair value	$ 1,400,000,000	1,400,000,000	$ 738,100,000
Parkway
Debt Instrument [Line Items]
Number of non-recourse mortgage loans | loan	4
Non-recourse mortgage loan, principal amount	$ 360,000,000	360,000,000
Mortgage Debt
Debt Instrument [Line Items]
Assets pledged as security	1,400,000,000	1,400,000,000
Notes payable	$ 995,000,000	$ 995,000,000

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Notes Payable (Interest Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Debt Disclosure [Abstract]
Total interest incurred	$ 31,347	$ 26,314	$ 23,735
Interest capitalized	(4,697)	(3,579)	(2,752)
Total interest expense	$ 26,650	$ 22,735	$ 20,983

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Notes Payable (Debt Maturities) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Debt Maturities
2017	$ 495,916
2018	9,348
2019	167,047
2020	33,826
2021	261,256
Thereafter	411,283
Total Notes Payable	$ 1,378,676	$ 721,293

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Commitments and Contingencies (Textual) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Future obligations under leases	$ 135.7
Outstanding letters of credit and performance bonds	3.8
Lease operating expenses	$ 2.4	$ 2.0	$ 1.3
Other Commitments [Line Items]
Weighted average remaining term (in years)	3 years
Ground Leases
Other Commitments [Line Items]
Weighted average remaining term (in years)	78 years
Ground and Operating Lease Commitments
Other Commitments [Line Items]
Future lease commitments	$ 211.2

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Commitments and Contingencies (Lease Commitments) (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2017	$ 2,795
2018	2,718
2019	2,613
2020	2,492
2021	2,373
Thereafter	198,161
Total	$ 211,152

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Stockholders' Equity (Textual) (Details) $ / shares in Units, shares in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares	Dec. 31, 2014 USD ($) offering $ / shares Rate shares
Class of Stock [Line Items]
Preferred stock, par value (in usd per share) | $ / shares	$ 1	$ 1	$ 1
Authorized repurchased amount (up to)		$ 100,000,000
Number of shares repurchased | shares	6.8
Total cost of common stock repurchases, including broker commissions	$ 61,500,000
Number of shares issued during period | shares			26.7
Number of stock offerings | offering			2
Proceeds from issuance of stock			$ 321,900,000
Redemption price per share (in usd per share) | $ / shares			$ 25.00
Redemption amount			$ 94,800,000
Original issuance costs applicable to shares redeemed	$ 0	$ 0	$ 3,530,000
Restriction on ownership, percentage (more than) | Rate			3.90%
Preferred Stock
Class of Stock [Line Items]
Number of shares issued in merger | shares	6.9
Series B Cumulative Redeemable Preferred Stock
Class of Stock [Line Items]
Dividend rate (percent)			7.50%

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Stockholders' Equity (Distribution of REIT Taxable Income) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Equity [Abstract]
Common and preferred dividends paid	$ 1,077,179	$ 69,162	$ 63,364
Dividends treated as taxable compensation	(92)	(94)	(110)
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements	0	(731)	(2,182)
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements	0	0	731
Dividends in excess of current year REIT distribution requirements	(827,005)	0	0
Dividends applied to meet current year REIT distribution requirements	$ 250,082	$ 68,337	$ 61,803

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Stockholders' Equity (Tax Status of Distributions) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Common Stock
Class of Stock [Line Items]
Tax Status of Common Stock Dividends Per Share Declared (in usd per share)	$ 2.853075	$ 0.320000	$ 0.300000
Nondividend Distribution Per Share (in usd per share)	2.190636	0.000000	0.000000
Series B Preferred Stock
Class of Stock [Line Items]
Tax Status of Preferred Stock Dividends Per Share Declared (in usd per share)			25.776040
Nondividend Distribution Per Share (in usd per share)			0.000000
Ordinary Dividends | Common Stock
Class of Stock [Line Items]
Tax Status of Common Stock Dividends Per Share Declared (in usd per share)	0.079661	0.161738	0.281564
Ordinary Dividends | Series B Preferred Stock
Class of Stock [Line Items]
Tax Status of Preferred Stock Dividends Per Share Declared (in usd per share)			0.467750
Long-Term Capital Gain | Common Stock
Class of Stock [Line Items]
Tax Status of Common Stock Dividends Per Share Declared (in usd per share)	0.582778	0.158262	0.018436
Unrecaptured Section 1250 Gain (in usd per share)	0.100934	0.097271	0.018436
Cash Liquidation Distributions (in usd per share)	$ 0.000000	$ 0.000000	0.000000
Long-Term Capital Gain | Series B Preferred Stock
Class of Stock [Line Items]
Tax Status of Preferred Stock Dividends Per Share Declared (in usd per share)			0.001000
Unrecaptured Section 1250 Gain (in usd per share)			0.001000
Cash Liquidation Distributions (in usd per share)			$ 25.307290

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Future Minimum Rents (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Leases [Abstract]
2017	$ 307,262
2018	311,442
2019	289,132
2020	267,135
2021	237,500
Thereafter	677,943
Future minimum rents to be received	$ 2,090,414

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Stock-Based Compensation (Textual) (Details)	Dec. 31, 2016 shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares authorized under stock option plan	2,293,403

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Stock-Based Compensation (Stock Options Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding (in shares)	2,262,000	1,763,000	2,211,000	3,078,000
Granted (in shares)	1,222,000
Weighted average fair value of options granted (in usd per share)	$ 11.78
Adjustments to additional paid-in capital for fair value of options granted	$ 565
Fair value of options exercisable	$ 2,500
Weighted average contractual life of outstanding options (in years)	3 years 2 months
Weighted average contractual life of exercisable options (in years)		2 years 3 months
Parkway Key Executives
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	672,375
Weighted average fair value of options granted (in usd per share)	$ 0.84
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding (in shares)	2,262,249
Term life of stock options (years)	10 years
Vesting period	4 years
Compensation expense	$ 0	$ 15	$ 140
Cash proceeds from the exercise of stock options	$ 13,000
Stock Options | Parkway Key Executives
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	10 years

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Stock-Based Compensation (Fair Value Assumptions) (Details) - Stock Options	12 Months Ended
	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.37%
Assumed dividend yield	3.60%
Assumed lives of option awards (in years)	6 years 4 months 24 days
Assumed volatility	23.23%

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Stock-Based Compensation (Stock Option Activity) (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Number of Options
Outstanding at beginning of period (in shares)	1,763	2,211	3,078
Granted as a result of the Spin-Off (in shares)	1,222
Exercised (in shares)	(2)	(23)	(206)
Forfeited/Expired (in shares)	(721)	(425)	(661)
Outstanding at end of period (in shares)	2,262	1,763	2,211
Options Exercisable at end of period (in shares)	2,262
Weighted Average Exercise Price Per Option
Outstanding at beginning of period (in usd per share)	$ 22.05	$ 22.69	$ 22.90
Granted as a result of the Spin-Off (in usd per share)	11.78
Exercised (in usd per share)	8.35	8.02	8.26
Forfeited/Expired (in usd per share)	27.24	21.98	28.18
Outstanding at end of period (in usd per share)	10.82	$ 22.05	$ 22.69
Options Exercisable at end of period (in usd per share)	$ 10.82

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Stock-Based Compensation (Restricted Stock Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) award shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2012 shares
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units granted (in shares)	235,000	166,000	138,000
Compensation expense, restricted stock | $	$ 1,600	$ 1,500	$ 1,800
Unrecognized compensation cost | $	$ 1,900
Unrecognized compensation cost, period for recognition (in years)	1 year 7 months
Fair value of restricted stock that vested | $	$ 1,200
Restricted Stock | Immediately on grant date
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units granted (in shares)	72,771	78,985	55,293
Restricted Stock | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units granted (in shares)	234,965	165,922	137,591
Vesting period	3 years
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units granted (in shares)	312,000	244,000	205,000
Vesting period	3 years
Types of performance-based RSUs | award	2
Payout range minimum	0.00%
Payout range maximum	200.00%
Targeted number of units outstanding (in shares)	396,872	299,821	204,690
Performance-based RSUs | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units granted (in shares)				281,532
Payout range minimum				0.00%
Payout range maximum				150.00%
Time-vested RSUs | Key Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units granted (in shares)	28,938
Vesting period	3 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, period for recognition (in years)	11 months
Estimate of future expense for all types of RSUs outstanding | $	$ 3,200
Total cash paid for vesting and dividend payments | $	1,600
Recognized compensation expense related to RSUs for employees and directors, before capitalization or income tax benefit, if any | $	$ 6,400	$ 67	$ 5,400

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Stock-Based Compensation (Restricted Stock Activity) (Details) - Restricted Stock - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Number of Shares
Outstanding at beginning of period (in shares)	293	342	450
Granted (in shares)	235	166	138
Vested (in shares)	(141)	(210)	(236)
Forfeited (in shares)	(30)	(5)	(10)
Outstanding at end of period (in shares)	471	293	342
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 10.65	$ 9.08	$ 8.00
Granted (in usd per share)	8.62	11.06	10.75
Vested (in usd per share)	8.54	8.41	8.00
Forfeited (in usd per share)	9.77	10.68	9.48
Outstanding at end of period (in usd per share)	$ 7.57	$ 10.65	$ 9.08
At Spin-off
Number of Shares
Granted (in shares)	114
Weighted-Average Grant Date Fair Value
Granted (in usd per share)	$ 7.57

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Stock-Based Compensation (Performance-Based RSU Activity) (Details) - Performance-based RSUs - shares shares in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Summary of all performance-based RSU activity
Outstanding at beginning of period (in shares)	843	796	755
Granted (in shares)	312	244	205
Vested (in shares)	(160)	(191)	(150)
Forfeited (in shares)	(30)	(6)	(14)
Outstanding at end of period (in shares)	1,273	843	796
At Spin-off
Summary of all performance-based RSU activity
Granted (in shares)	308

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Retirement Savings Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Employer contribution matching percentage	3.00%
Employee vesting period in the retirement saving plan	3 years
Company defined contribution plan	$ 682	$ 639	$ 592

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Income Taxes (Textual) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Contingency [Line Items]
Benefit for income taxes from operations	$ 0	$ 0	$ (20,000)
CTRS
Income Tax Contingency [Line Items]
Benefit for income taxes from operations	$ 0	$ 0	$ (20,000)

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Income Taxes (Statutory Federal Income Tax Rate) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Amount
Federal income tax benefit (expense)	$ (1,159)	$ 778	$ (1,124)
State income tax benefit (expense), net of federal income tax effect	(132)	90	(125)
Valuation allowance	1,282	(833)	1,644
State deferred tax adjustment	9	(35)	(375)
Benefit for income taxes from operations	$ 0	$ 0	$ 20
Rate
Federal income tax benefit (expense) (percent)	35.00%	35.00%	35.00%
State income tax benefit (expense), net of federal income tax effect (percent)	4.00%	4.00%	4.00%
Valuation allowance (percent)	(39.00%)	(37.00%)	(50.00%)
State deferred tax adjustment (percent)	0.00%	(2.00%)	11.00%
Benefit applicable to income (loss) from continuing operations (percent)	0.00%	0.00%	0.00%

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Income Taxes (Tax Effect of Significant Temporary Differences) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income from unconsolidated joint ventures	$ (188)	$ 928
Federal and state tax carryforwards	514	680
Total deferred tax assets	326	1,608
Valuation allowance	(326)	(1,608)
Net deferred tax asset	$ 0	$ 0

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Earnings Per Share (Computation of Basic and Diluted Earnings per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Numerator:
Income from continuing operations	$ 60,941	$ 94,332	$ 12,886
Dividends to preferred stockholders	0	0	(2,955)
Preferred Share original issue costs	0	0	(3,530)
Income from continuing operations available for common stockholders	59,946	94,221	5,397
Income from discontinued operations	19,163	31,297	40,122
Net income available for common stockholders	$ 79,109	$ 125,518	$ 45,519
Denominator:
Weighted average common shares - basic	253,895	215,827	204,216
Income from continuing operations available for common stockholders (in usd per share)	$ 0.24	$ 0.44	$ 0.02
Income from discontinued operations available for common stockholders (in usd per share)	0.07	0.14	0.20
Net income available to common stockholders (in usd per share)	$ 0.31	$ 0.58	$ 0.22
Numerator:
Income from continuing operations	$ 60,941	$ 94,332	$ 12,886
Dividends to preferred stockholders	0	0	(2,955)
Preferred Share original issue costs	0	0	(3,530)
Income from continuing operations available for common stockholders before net income attributable to noncontrolling interests in CPLP	60,730	94,221	5,397
Income from discontinued operations	19,163	31,297	40,122
Net income available for common stockholders before net income attributable to noncontrolling interests in CPLP	$ 79,893	$ 125,518	$ 45,519
Denominator:
Weighted average shares — basic	253,895	215,827	204,216
Add:
Stock options using treasury method	178	152	244
Noncontrolling interests CPLP	1,950	0	0
Weighted average common shares - diluted	256,023	215,979	204,460
Income from continuing operations available for common stockholders (in usd per share)	$ 0.24	$ 0.44	$ 0.02
Income from discontinued operations available for common stockholders (in usd per share)	0.07	0.14	0.20
Net income available to common stockholders (in usd per share)	$ 0.31	$ 0.58	$ 0.22
Subsidiaries
Numerator:
Net (income) attributable to other noncontrolling interests from continuing operations	$ (784)	$ 0	$ 0
Numerator:
Net (income) attributable to other noncontrolling interests from continuing operations	(784)	0	0
Other Noncontrolling Interests
Numerator:
Net (income) attributable to other noncontrolling interests from continuing operations	(211)	(111)	(1,004)
Numerator:
Net (income) attributable to other noncontrolling interests from continuing operations	$ (211)	$ (111)	$ (1,004)

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Earnings Per Share (Narrative) (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive stock options (in shares)	762	1,128	1,553

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Consolidated Statements of Cash Flows - Supplemental Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Supplemental Cash Flow Elements [Abstract]
Interest paid, net of amounts capitalized	$ 32,215	$ 29,337	$ 28,840
Income taxes paid	0	2	4
Non-Cash Transactions:
Non-cash assets and liabilities assumed in Merger	1,886,815	0	0
Non-cash assets and liabilities distributed in Spin-Off	(948,306)	0	0
Mortgage note payable legally defeased	20,170	0	0
Transfer from land held to projects under development	8,099	0	5,185
Change in accrued property acquisition, development, and tenant asset expenditures	7,918	(2,483)	(531)
Transfer from investment in unconsolidated joint ventures to projects under development	5,880	0	0
Transfer from projects under development to operating properties	0	121,709	0
Transfer from operating properties and related assets to real estate assets and other assets held for sale	0	7,246	0
Transfer from operating properties and related liabilities to liabilities of real estate assets held for sale	$ 0	$ 1,347	$ 0

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Reportable Segments (Segment Net Operating Income) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total Net Operating Income	$ 260,282	$ 241,232	$ 215,673
Houston
Segment Reporting Information [Line Items]
Total Net Operating Income	78,590	103,210	100,816
Atlanta
Segment Reporting Information [Line Items]
Total Net Operating Income	105,443	99,292	79,161
Austin
Segment Reporting Information [Line Items]
Total Net Operating Income	29,865	15,294	6,992
Charlotte
Segment Reporting Information [Line Items]
Total Net Operating Income	28,418	16,164	6,839
Orlando
Segment Reporting Information [Line Items]
Total Net Operating Income	3,265
Tampa
Segment Reporting Information [Line Items]
Total Net Operating Income	7,130
Tempe
Segment Reporting Information [Line Items]
Total Net Operating Income	6,067
Other
Segment Reporting Information [Line Items]
Total Net Operating Income	1,504	7,272	21,865
Office
Segment Reporting Information [Line Items]
Total Net Operating Income	252,871	235,210	206,551
Office | Houston
Segment Reporting Information [Line Items]
Total Net Operating Income	78,590	103,210	100,816
Office | Atlanta
Segment Reporting Information [Line Items]
Total Net Operating Income	98,032	93,438	73,434
Office | Austin
Segment Reporting Information [Line Items]
Total Net Operating Income	29,865	15,294	6,992
Office | Charlotte
Segment Reporting Information [Line Items]
Total Net Operating Income	28,418	16,164	6,839
Office | Orlando
Segment Reporting Information [Line Items]
Total Net Operating Income	3,265
Office | Tampa
Segment Reporting Information [Line Items]
Total Net Operating Income	7,130
Office | Tempe
Segment Reporting Information [Line Items]
Total Net Operating Income	6,067
Office | Other
Segment Reporting Information [Line Items]
Total Net Operating Income	1,504	7,104	18,470
Mixed-Use
Segment Reporting Information [Line Items]
Total Net Operating Income	7,411	5,854	5,727
Mixed-Use | Houston
Segment Reporting Information [Line Items]
Total Net Operating Income	0	0	0
Mixed-Use | Atlanta
Segment Reporting Information [Line Items]
Total Net Operating Income	7,411	5,854	5,727
Mixed-Use | Austin
Segment Reporting Information [Line Items]
Total Net Operating Income	0	0	0
Mixed-Use | Charlotte
Segment Reporting Information [Line Items]
Total Net Operating Income	0	0	0
Mixed-Use | Orlando
Segment Reporting Information [Line Items]
Total Net Operating Income	0
Mixed-Use | Tampa
Segment Reporting Information [Line Items]
Total Net Operating Income	0
Mixed-Use | Tempe
Segment Reporting Information [Line Items]
Total Net Operating Income	0
Mixed-Use | Other
Segment Reporting Information [Line Items]
Total Net Operating Income	0	0	0
Other
Segment Reporting Information [Line Items]
Total Net Operating Income	0	168	3,395
Other | Houston
Segment Reporting Information [Line Items]
Total Net Operating Income	0	0	0
Other | Atlanta
Segment Reporting Information [Line Items]
Total Net Operating Income	0	0	0
Other | Austin
Segment Reporting Information [Line Items]
Total Net Operating Income	0	0	0
Other | Charlotte
Segment Reporting Information [Line Items]
Total Net Operating Income	0	0	0
Other | Orlando
Segment Reporting Information [Line Items]
Total Net Operating Income	0
Other | Tampa
Segment Reporting Information [Line Items]
Total Net Operating Income	0
Other | Tempe
Segment Reporting Information [Line Items]
Total Net Operating Income	0
Other | Other
Segment Reporting Information [Line Items]
Total Net Operating Income	$ 0	$ 168	$ 3,395

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Reportable Segments (Reconciliation of Net Income to Net Operating Income) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting [Abstract]
Net Income	$ 80,104	$ 125,629	$ 53,008
Net operating income from unconsolidated joint ventures	28,785	24,335	25,897
Net operating income from discontinued operations	78,591	103,198	102,616
Fee income	(8,347)	(7,297)	(12,519)
Other income	(1,050)	(828)	(919)
Reimbursed expenses	3,259	3,430	3,652
General and administrative expenses	25,592	16,918	19,784
Total interest expense	26,650	22,735	20,983
Depreciation and amortization	97,948	71,625	62,258
Acquisition and merger costs	24,521	299	1,130
Other	5,888	1,181	3,729
Loss on extinguishment of debt	5,180	0	0
Benefit for income taxes from operations	0	0	(20)
Income from unconsolidated joint ventures	(10,562)	(8,302)	(11,268)
Gain on sale of investment properties	(77,114)	(80,394)	(12,536)
Income (loss) from discontinued operations	(19,163)	(31,297)	(40,122)
Net Operating Income	$ 260,282	$ 241,232	$ 215,673

XML

Reportable Segments (Segment Revenues) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total rental property revenues	$ 249,814	$ 196,244	$ 164,123
Office
Segment Reporting Information [Line Items]
Total rental property revenues	249,814	196,052	162,234
Mixed-Use
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Other
Segment Reporting Information [Line Items]
Total rental property revenues	0	192	1,889
Operating Segments
Segment Reporting Information [Line Items]
Total rental property revenues	430,961	410,463	384,637
Operating Segments | Atlanta
Segment Reporting Information [Line Items]
Total rental property revenues	173,583	174,687	134,921
Operating Segments | Austin
Segment Reporting Information [Line Items]
Total rental property revenues	52,769	26,581	14,062
Operating Segments | Charlotte
Segment Reporting Information [Line Items]
Total rental property revenues	39,448	22,964	9,404
Operating Segments | Houston
Segment Reporting Information [Line Items]
Total rental property revenues	136,926	176,823	179,788
Operating Segments | Orlando
Segment Reporting Information [Line Items]
Total rental property revenues	5,896
Operating Segments | Tampa
Segment Reporting Information [Line Items]
Total rental property revenues	10,994
Operating Segments | Tempe
Segment Reporting Information [Line Items]
Total rental property revenues	8,902
Operating Segments | Other
Segment Reporting Information [Line Items]
Total rental property revenues	2,443	9,408	46,462
Operating Segments | Office
Segment Reporting Information [Line Items]
Total rental property revenues	417,918	400,296	371,714
Operating Segments | Office | Atlanta
Segment Reporting Information [Line Items]
Total rental property revenues	160,540	164,712	125,884
Operating Segments | Office | Austin
Segment Reporting Information [Line Items]
Total rental property revenues	52,769	26,581	14,062
Operating Segments | Office | Charlotte
Segment Reporting Information [Line Items]
Total rental property revenues	39,448	22,964	9,404
Operating Segments | Office | Houston
Segment Reporting Information [Line Items]
Total rental property revenues	136,926	176,823	179,788
Operating Segments | Office | Orlando
Segment Reporting Information [Line Items]
Total rental property revenues	5,896
Operating Segments | Office | Tampa
Segment Reporting Information [Line Items]
Total rental property revenues	10,994
Operating Segments | Office | Tempe
Segment Reporting Information [Line Items]
Total rental property revenues	8,902
Operating Segments | Office | Other
Segment Reporting Information [Line Items]
Total rental property revenues	2,443	9,216	42,576
Operating Segments | Mixed-Use
Segment Reporting Information [Line Items]
Total rental property revenues	13,043	9,975	9,037
Operating Segments | Mixed-Use | Atlanta
Segment Reporting Information [Line Items]
Total rental property revenues	13,043	9,975	9,037
Operating Segments | Mixed-Use | Austin
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Operating Segments | Mixed-Use | Charlotte
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Operating Segments | Mixed-Use | Houston
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Operating Segments | Mixed-Use | Orlando
Segment Reporting Information [Line Items]
Total rental property revenues	0
Operating Segments | Mixed-Use | Tampa
Segment Reporting Information [Line Items]
Total rental property revenues	0
Operating Segments | Mixed-Use | Tempe
Segment Reporting Information [Line Items]
Total rental property revenues	0
Operating Segments | Mixed-Use | Other
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Operating Segments | Other
Segment Reporting Information [Line Items]
Total rental property revenues	0	192	3,886
Operating Segments | Other | Atlanta
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Operating Segments | Other | Austin
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Operating Segments | Other | Charlotte
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Operating Segments | Other | Houston
Segment Reporting Information [Line Items]
Total rental property revenues	0	0	0
Operating Segments | Other | Orlando
Segment Reporting Information [Line Items]
Total rental property revenues	0
Operating Segments | Other | Tampa
Segment Reporting Information [Line Items]
Total rental property revenues	0
Operating Segments | Other | Tempe
Segment Reporting Information [Line Items]
Total rental property revenues	0
Operating Segments | Other | Other
Segment Reporting Information [Line Items]
Total rental property revenues	0	192	3,886
Segment Reconciling Items
Segment Reporting Information [Line Items]
Company's share of rental property revenues from unconsolidated joint ventures	44,220	37,391	37,800
Revenues included in discontinued operations	136,927	176,828	182,714
Segment Reconciling Items | Office
Segment Reporting Information [Line Items]
Company's share of rental property revenues from unconsolidated joint ventures	31,177	27,416	26,766
Revenues included in discontinued operations	136,927	176,828	182,714
Segment Reconciling Items | Mixed-Use
Segment Reporting Information [Line Items]
Company's share of rental property revenues from unconsolidated joint ventures	13,043	9,975	9,037
Revenues included in discontinued operations	0	0	0
Segment Reconciling Items | Other
Segment Reporting Information [Line Items]
Company's share of rental property revenues from unconsolidated joint ventures	0	0	1,997
Revenues included in discontinued operations	$ 0	$ 0	$ 0

XML

Real Estate and Accumulated Depreciation (Schedule of Properties) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 998,748
Initial Cost to Company
Land and Improvements	355,598
Buildings and Improvements	3,030,115
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	(13,142)
Building and Improvements less Cost of Sales, Transfers and Other	442,415
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	342,456
Building and Improvements less Cost of Sales, Transfers and Other	3,472,530
Total	3,814,986	$ 2,606,343	$ 2,619,488	$ 2,164,815
Accumulated Depreciation	215,856	$ 359,422	$ 324,543	$ 257,151
OPERATING PROPERTIES
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	998,748
Initial Cost to Company
Land and Improvements	300,219
Buildings and Improvements	3,030,115
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	5,683
Building and Improvements less Cost of Sales, Transfers and Other	312,361
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	305,902
Building and Improvements less Cost of Sales, Transfers and Other	3,342,476
Total	3,648,378
Accumulated Depreciation	215,856
OPERATING PROPERTIES | Austin, TX | Colorado Tower
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	119,069
Initial Cost to Company
Land and Improvements	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	1,600
Building and Improvements less Cost of Sales, Transfers and Other	118,455
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	1,600
Building and Improvements less Cost of Sales, Transfers and Other	118,455
Total	120,055
Accumulated Depreciation	$ 9,669
Life on Which Depreciation in 2016 Statement of Operations is Computed	30 years
OPERATING PROPERTIES | Austin, TX | 816 Congress
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 84,231
Initial Cost to Company
Land and Improvements	6,817
Buildings and Improvements	89,891
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	3,282
Building and Improvements less Cost of Sales, Transfers and Other	16,170
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	10,099
Building and Improvements less Cost of Sales, Transfers and Other	106,061
Total	116,160
Accumulated Depreciation	$ 14,767
Life on Which Depreciation in 2016 Statement of Operations is Computed	42 years
OPERATING PROPERTIES | Austin, TX | Research Park
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	4,373
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	801
Building and Improvements less Cost of Sales, Transfers and Other	36,766
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	5,174
Building and Improvements less Cost of Sales, Transfers and Other	36,766
Total	41,940
Accumulated Depreciation	$ 549
Life on Which Depreciation in 2016 Statement of Operations is Computed	30 years
OPERATING PROPERTIES | Austin, TX | One Eleven Congress
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 130,002
Initial Cost to Company
Land and Improvements	33,841
Buildings and Improvements	201,707
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	4,029
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	33,841
Building and Improvements less Cost of Sales, Transfers and Other	205,736
Total	239,577
Accumulated Depreciation	$ 1,839
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Austin, TX | San Jacinto Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 102,562
Initial Cost to Company
Land and Improvements	34,068
Buildings and Improvements	176,535
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	144
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	34,068
Building and Improvements less Cost of Sales, Transfers and Other	176,679
Total	210,747
Accumulated Depreciation	$ 1,500
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Atlanta, GA
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other
OPERATING PROPERTIES | Atlanta, GA | Northpark Town Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	22,350
Buildings and Improvements	295,825
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	22,101
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	22,350
Building and Improvements less Cost of Sales, Transfers and Other	317,926
Total	340,276
Accumulated Depreciation	$ 27,266
Life on Which Depreciation in 2016 Statement of Operations is Computed	39 years
OPERATING PROPERTIES | Atlanta, GA | Promenade
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 104,997
Initial Cost to Company
Land and Improvements	13,439
Buildings and Improvements	102,790
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	35,664
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	13,439
Building and Improvements less Cost of Sales, Transfers and Other	138,454
Total	151,893
Accumulated Depreciation	$ 33,382
Life on Which Depreciation in 2016 Statement of Operations is Computed	34 years
OPERATING PROPERTIES | Atlanta, GA | The American Cancer Society Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 127,451
Initial Cost to Company
Land and Improvements	5,226
Buildings and Improvements	67,370
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	34,165
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	5,226
Building and Improvements less Cost of Sales, Transfers and Other	101,535
Total	106,761
Accumulated Depreciation	$ 72,422
Life on Which Depreciation in 2016 Statement of Operations is Computed	25 years
OPERATING PROPERTIES | Atlanta, GA | Meridian Mark Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 24,427
Initial Cost to Company
Land and Improvements	2,219
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	30,024
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	2,219
Building and Improvements less Cost of Sales, Transfers and Other	30,024
Total	32,243
Accumulated Depreciation	$ 18,726
Life on Which Depreciation in 2016 Statement of Operations is Computed	30 years
OPERATING PROPERTIES | Atlanta, GA | 3344 Peachtree
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 80,258
Initial Cost to Company
Land and Improvements	16,110
Buildings and Improvements	176,153
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	(57)
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	16,110
Building and Improvements less Cost of Sales, Transfers and Other	176,096
Total	192,206
Accumulated Depreciation	$ 1,673
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Atlanta, GA | One Buckhead Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	17,011
Buildings and Improvements	171,930
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	41
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	17,011
Building and Improvements less Cost of Sales, Transfers and Other	171,971
Total	188,982
Accumulated Depreciation	$ 1,651
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Atlanta, GA | 3350 Peachtree
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	16,836
Buildings and Improvements	109,166
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	(988)
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	16,836
Building and Improvements less Cost of Sales, Transfers and Other	108,178
Total	125,014
Accumulated Depreciation	$ 1,038
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Atlanta, GA | 3348 Peachtree
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	6,707
Buildings and Improvements	69,723
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	(30)
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	6,707
Building and Improvements less Cost of Sales, Transfers and Other	69,693
Total	76,400
Accumulated Depreciation	$ 749
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Atlanta, GA | Two Buckhead Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 53,515
Initial Cost to Company
Land and Improvements	18,053
Buildings and Improvements	74,547
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	204
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	18,053
Building and Improvements less Cost of Sales, Transfers and Other	74,751
Total	92,804
Accumulated Depreciation	$ 760
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Charlotte, NC | Fifth Third Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 148,867
Initial Cost to Company
Land and Improvements	22,591
Buildings and Improvements	180,430
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	11,414
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	22,591
Building and Improvements less Cost of Sales, Transfers and Other	191,844
Total	214,435
Accumulated Depreciation	$ 15,891
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Charlotte, NC | Hearst Tower
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	9,977
Buildings and Improvements	323,299
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	1,510
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	9,977
Building and Improvements less Cost of Sales, Transfers and Other	324,809
Total	334,786
Accumulated Depreciation	$ 2,937
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Charlotte, NC | NASCAR Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	51
Buildings and Improvements	115,238
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	562
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	51
Building and Improvements less Cost of Sales, Transfers and Other	115,800
Total	115,851
Accumulated Depreciation	$ 1,109
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Tampa, FL | Corporate Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	7,298
Buildings and Improvements	272,148
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	1,705
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	7,298
Building and Improvements less Cost of Sales, Transfers and Other	273,853
Total	281,151
Accumulated Depreciation	$ 2,827
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Tampa, FL | The Pointe
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 23,369
Initial Cost to Company
Land and Improvements	9,404
Buildings and Improvements	54,694
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	41
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	9,404
Building and Improvements less Cost of Sales, Transfers and Other	54,735
Total	64,139
Accumulated Depreciation	$ 738
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Tampa, FL | Harborview Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	10,800
Buildings and Improvements	39,136
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	436
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	10,800
Building and Improvements less Cost of Sales, Transfers and Other	39,572
Total	50,372
Accumulated Depreciation	$ 515
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Orlando, FL | Bank of America Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	7,121
Buildings and Improvements	66,129
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	266
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	7,121
Building and Improvements less Cost of Sales, Transfers and Other	66,395
Total	73,516
Accumulated Depreciation	$ 985
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Orlando, FL | One Orlando Centre
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	12,625
Buildings and Improvements	44,088
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	(2,635)
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	12,625
Building and Improvements less Cost of Sales, Transfers and Other	41,453
Total	54,078
Accumulated Depreciation	$ 706
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Orlando, FL | Citrus Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	4,307
Buildings and Improvements	41,608
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	(71)
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	4,307
Building and Improvements less Cost of Sales, Transfers and Other	41,537
Total	45,844
Accumulated Depreciation	$ 797
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Phoenix, AZ | Hayden Ferry
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	13,102
Buildings and Improvements	262,578
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	2,068
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	13,102
Building and Improvements less Cost of Sales, Transfers and Other	264,646
Total	277,748
Accumulated Depreciation	$ 2,620
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
OPERATING PROPERTIES | Phoenix, AZ | Tempe Gateway
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	5,893
Buildings and Improvements	95,130
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	377
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	5,893
Building and Improvements less Cost of Sales, Transfers and Other	95,507
Total	101,400
Accumulated Depreciation	$ 740
Life on Which Depreciation in 2016 Statement of Operations is Computed	40 years
PROJECTS UNDER DEVELOPMENT
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Cost to Company
Land and Improvements	32,261
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	72
Building and Improvements less Cost of Sales, Transfers and Other	130,054
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	32,333
Building and Improvements less Cost of Sales, Transfers and Other	130,054
Total	162,387
Accumulated Depreciation	0
PROJECTS UNDER DEVELOPMENT | Atlanta, GA | NCR Phase 1
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	20,032
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	83,962
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	20,032
Building and Improvements less Cost of Sales, Transfers and Other	83,962
Total	103,994
Accumulated Depreciation	0
PROJECTS UNDER DEVELOPMENT | Atlanta, GA | NCR Phase II
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	8,099
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	8,142
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	8,099
Building and Improvements less Cost of Sales, Transfers and Other	8,142
Total	16,241
Accumulated Depreciation	0
PROJECTS UNDER DEVELOPMENT | Atlanta, GA | Avalon
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	4,130
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	72
Building and Improvements less Cost of Sales, Transfers and Other	37,950
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	4,202
Building and Improvements less Cost of Sales, Transfers and Other	37,950
Total	42,152
Accumulated Depreciation	0
LAND
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	23,118
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	(18,897)
Building and Improvements less Cost of Sales, Transfers and Other	0
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	4,221
Building and Improvements less Cost of Sales, Transfers and Other	0
Total	4,221
Accumulated Depreciation	0
Commercial Land
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	21,534
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	(17,313)
Building and Improvements less Cost of Sales, Transfers and Other	0
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	4,221
Building and Improvements less Cost of Sales, Transfers and Other	0
Total	4,221
Accumulated Depreciation	0
Commercial Land | Suburban Atlanta, GA | Land Adjacent to The Avenue Forsyth
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	11,240
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	(7,540)
Building and Improvements less Cost of Sales, Transfers and Other	0
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	3,700
Building and Improvements less Cost of Sales, Transfers and Other	0
Total	3,700
Accumulated Depreciation	0
Commercial Land | Suburban Atlanta, GA | North Point
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	10,294
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	(9,773)
Building and Improvements less Cost of Sales, Transfers and Other	0
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	521
Building and Improvements less Cost of Sales, Transfers and Other	0
Total	521
Accumulated Depreciation	0
Residential Land
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	1,584
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	(1,584)
Building and Improvements less Cost of Sales, Transfers and Other	0
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	0
Total	0
Accumulated Depreciation	0
Residential Land | Pine Mountain, GA | Callaway Gardens
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company
Land and Improvements	1,584
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition
Land and Improvements less Cost of Sales, Transfers and Other	(1,584)
Building and Improvements less Cost of Sales, Transfers and Other	0
Gross Amount at Which Carried at Close of Period
Land and Improvements less Cost of Sales, Transfers and Other	0
Building and Improvements less Cost of Sales, Transfers and Other	0
Total	0
Accumulated Depreciation	$ 0

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Real Estate and Accumulated Depreciation (Notes to Schedule III) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Real Estate
Balance at beginning of period	$ 2,606,343	$ 2,619,488	$ 2,164,815
Additions during the period:
Acquisitions	0	28,131	523,695
Improvements and other capitalized costs	208,016	139,676	109,959
Transfers	5,306	0	0
Real estate additions, total	3,046,052	167,807	633,654
Deductions during the period:
Parkway spin-off	(1,230,235)	0	0
Cost of real estate sold	(602,648)	(180,952)	(178,981)
Impairment loss	(4,526)	0	0
Real estate deductions, total	(1,837,409)	(180,952)	(178,981)
Balance at end of period	3,814,986	2,606,343	2,619,488
Accumulated Depreciation
Balance at beginning of period	359,422	324,543	257,151
Additions during the period:
Acquisitions	0	0	0
Improvements and other capitalized costs	0	0	0
Transfers	0	0	0
Depreciation expense	112,277	99,067	86,824
Real estate accumulated depreciation additions, total	112,277	99,067	86,824
Deductions during the period:
Parkway spin-off	(148,523)	0	0
Cost of real estate sold	(107,320)	(64,188)	(19,432)
Impairment loss	0	0	0
Real estate accumulated depreciation deductions, total	(255,843)	(64,188)	(19,432)
Balance at end of period	215,856	359,422	324,543
Aggregate cost for federal income tax, net of depreciation	$ 2,900,000
Buildings and Improvements | Minimum
Deductions during the period:
Useful life	25 years
Buildings and Improvements | Maximum
Deductions during the period:
Useful life	42 years
Parkway
Additions during the period:
Acquisitions	$ 2,832,730	0	0
Additions during the period:
Acquisitions	$ 0	$ 0	$ 0