exv10w24



Table of Contents



Exhibit 10.24



AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS


by and between


MS PASADENA, LLC

a Delaware limited liability company

“Seller”


and


INDYMAC BANK, F.S.B.,

a Federal Savings Bank,


“Buyer”


for


Pasadena Corporate Center

3453, 3455, 3465, 3475 East Foothill Boulevard,

Pasadena, California


October 31, 2003


 








TABLE OF CONTENTS




									
	SUMMARY OF BASIC PURCHASE AND SALE TERMS
	AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
	EXHIBIT A
	DESCRIPTION
	EXHIBIT B
	EXHIBIT C
	EXHIBIT D
	EXHIBIT A TO GRANT DEED
	EXHIBIT E
	EXHIBIT 10.18
	EXHIBIT 10.19
	EXHIBIT 10.24
	EXHIBIT 21.1
	EXHIBIT 23.1
	EXHIBIT 31.1
	EXHIBIT 31.2
	EXHIBIT 32.1
	EXHIBIT 32.2
	EXHIBIT 99.1








Table of Contents






Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


TABLE OF CONTENTS





	 	 	 	 	 	 	 
	1.	 	
Sale of Property
	 	

	1

	


	2.	 	
Purchase Price
	 	

	1

	


	3.	 	
Escrow; Closing Conditions
	 	

	2

	


	4.	 	
Improvement Assessment Liens: Subdivision and Development Bonds;
Improvement Obligations
	 	

	9

	


	5.	 	
Commissions
	 	

	9

	


	6.	 	
Damage and Destruction
	 	

	10

	


	7.	 	
Seller’s Representations and Warranties
	 	

	10

	


	8.	 	
Seller’s Representations and Warranties
	 	

	11

	


	9.	 	
Condition of the Property
	 	

	12

	


	10.	 	
Property “As-Is”
	 	

	12

	


	11.	 	
Governmental Approvals
	 	

	13

	


	12.	 	
Release
	 	

	13

	


	13.	 	
Conduct Prior to Closing
	 	

	14

	


	14.	 	
Default
	 	

	14

	


	15.	 	
Waiver of Trial by Jury
	 	

	15

	


	16.	 	
Attorneys’ Fees
	 	

	15

	


	17.	 	
Notices
	 	

	15

	


	18.	 	
Amendment; Complete Agreement
	 	

	16

	


	19.	 	
Governing Law
	 	

	16

	


	20.	 	
Severability
	 	

	16

	


	21.	 	
Counterparts, Headings, and Defined Terms
	 	

	16

	


	22.	 	
Time of the Essence
	 	

	16

	


	23.	 	
Waiver
	 	

	16

	


	24.	 	
Third Parties
	 	

	16

	


	25.	 	
Additional Documents
	 	

	16

	


	26.	 	
Independent Counsel
	 	

	16

	


	27.	 	
Assignment
	 	

	16

	


	28.	 	
Successors and Assigns
	 	

	16

	


	29.	 	
Exhibits
	 	

	17

	


	30.	 	
Duty of Confidentiality
	 	

	17

	


	31.	 	
Survival
	 	

	17

	


	32.	 	
Tax-Deferred Exchange
	 	

	17

	


	33.	 	
No Effect Until Mutual Execution and Delivery
	 	

	17

	







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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California





SUMMARY OF BASIC PURCHASE AND SALE TERMS




This Summary is hereby incorporated into and made a part of the attached
Purchase and Sale Agreement (this Summary and the Purchase and Sale Agreement
to be known collectively as this “Agreement”). Each reference in the Purchase
and Sale Agreement to any term of this Summary shall have the meaning as set
forth in this Summary for such term. In the event of a conflict between the
terms of this Summary and the Purchase and Sale Agreement, the terms of the
Purchase and Sale Agreement shall prevail.



	 	 	 	 	 
	Agreement Date	 	
October 31, 2003	 	 
	Seller	 	
MS Pasadena, LLC,
	 	Landmark Law Group LLP
	 	 	
a Delaware limited liability company
	 	10350 Santa Monica Blvd., Suite 295
	 	 	
 
	 	Los Angeles, California 90025
	 	 	
c/o Kearny Real Estate Company
	 	Telephone No. 310-300-2300 x101
	 	 	
1900 Avenue of the Stars, Suite 320
	 	Facsimile No. 310-300-2310
	 	 	
Los Angeles, California 90067
	 	Attention: Gulwinder Singh, Esq.
	 	 	
Telephone No. 310-203-1849	 	 
	 	 	
Facsimile No. 310-203-1850	 	 
	 	 	
Attention: Mr. David Simon	 	 
	 	 	 	 	 
	Buyer	 	
IndyMac Bank, F.S.B.
	 	with copies to:
	 	 	
155 North Lake Avenue
	 	 
	 	 	
Pasadena, California 91101
	 	IndyMac Bank, F.S.B.
	 	 	
Attn: Corporate Real Estate
	 	155 North Lake Avenue
	 	 	 	 	Pasadena, California 91101
	 	 	 	 	Attn: Office of the General Counsel
	 	 	 	 	 
	 	 	 	 	and
	 	 	 	 	 
	 	 	 	 	Sheppard, Mullin, Richter & Hampton LLP
	 	 	 	 	333 South Hope Street, 48th Floor
	 	 	 	 	Los Angeles, CA 90071-1448
	 	 	 	 	Attn: James A. Lonergan
	 	 	 	 	 
	 	 	 	 	and
	 	 	 	 	 
	 	 	 	 	Investment Development Services, Inc.
	 	 	 	 	515 S. Figueroa Street, Suite 1600
	 	 	 	 	Los Angeles, CA 90071
	 	 	 	 	Attn: Patrick D. Spillane
	 	 	 	 	 
	Property	 	The property commonly known as Pasadena Corporate Center
located at 3453, 3455, 3465, 3475 East Foothill Boulevard, Pasadena,
California as more particularly described in Section 1.1.
	 	 	 	 	 
	Purchase Price	 	
$58,200,000.00	 	 
	 	 	 	 	 
	Initial Deposit	 	$250,000.00 together with any interest accrued thereon
	 	 	 	 	 
	Additional Deposit	 	$250,000.00 together with any interest accrued thereon
	 	 	 	 	 
	Effective Date	 	October 20, 2003
	 	 	 	 	 
	Due Diligence Period	 	From the Effective Date to 5:00 p.m. on November 19, 2003
	 	 	 	 	 
	Closing Date	 	December 5, 2003





Summary of Essential Terms


 







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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California



	 	 	 	 	 
	Brokers	 	Secured Capital Corp representing the Seller
	 	 	 	 	 
	 	 	Investment Development Services, Inc. representing Buyer
	 	 	 	 	 
	Escrow Holder	 	Chicago Title Company

700 S. Flower Street

Suite 3305

Los Angeles, CA 90017

Attn: Terri Gervasi

Escrow No.: 21057665
	 	 	 	 	 
	Title Company	 	Chicago Title Company

700 S. Flower Street

Suite 3305

Los Angeles, CA 90017

Attn: Clark McKinnon

Order No.: 21057665 X-59

	 	 	 	 	 
	Exhibits	 	
A
	 	Legal Description
	 	 	
B
	 	Due Diligence Documents
	 	 	
C
	 	Non-Terminable Contracts
	 	 	
D
	 	Deed
	 	 	
E
	 	Title Report
	 	 	
F
	 	Bill of Sale
	 	 	
G
	 	General Assignment





Summary of Essential Terms


 







Table of Contents





AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS




This Agreement of Purchase and Sale and Joint Escrow Instructions (this
“Agreement”) is entered into as of the Agreement Date by and between MS
PASADENA, LLC, a Delaware limited liability company (“Seller”), and INDYMAC
BANK, F.S.B., a Federal Savings Bank (“Buyer”). Seller and Buyer hereby agree
as follows:


	1.	 	Sale of Property. Seller shall sell to Buyer, and Buyer shall purchase
from Seller, for the Purchase Price on the terms and conditions of this
Agreement, all of the following property:



	 	1.1	 	All of Seller’s right, title and interest in and to the real property located in the City of Pasadena
(the “City”), the County of Los Angeles (the “County”) and the State of
California, more particularly described on Exhibit A attached hereto and
incorporated herein by this reference (the “Land”);



	 	1.2	 	All of Seller’s right, title and interest in all improvements and fixtures situated on the
Land including the following (a) an office building with approximately
141,800 rentable square (the “Phase I Building”), (b) an office building
with approximately 118,460 rentable square feet (the “Phase II Building”),
(c) a retail building with approximately 5,200 rentable square feet (the
“Phase III Building”), (d) a parking structure containing approximately
453 parking spaces and (e) a surface parking lot and various other
improvements (the “Improvements”; and collectively with the Land, the
“Real Property”);



	 	1.3	 	All of Seller’s right, title and interest in all
tangible personal property used exclusively in connection with the Real
Property (the “Personal Property”);



	 	1.4	 	All of Seller’s right, title and
interest in licenses, warranties, guaranties, permits, contracts, and
agreements in effect as of the Close of Escrow relating to the Real
Property other than the Excluded Contracts (the “Contracts”); and



	 	1.5	 	All of Seller’s right title and interest in all other intangible
personal property relating solely to the Real Property other than the
Excluded Contracts (the “Intangibles”).



	 	 	The Real Property, Personal Property and the Contracts and the
Intangibles are referred to collectively herein as the “Property”.



	2.	 	Purchase Price. The Purchase Price shall be payable as follows:



	 	2.1	 	Deposit. Within one (1) business day after full execution and
delivery of this Agreement to Escrow, Buyer shall deliver to Escrow
Holder the Initial Deposit in immediately available funds. If Buyer does
not approve of the results of its investigation of the Property prior to
the expiration of the Due Diligence Period, the Initial Deposit shall be
refunded to Buyer.



	 	2.2	 	Additional Deposit. Upon the expiration of the Due Diligence Period
and provided that Buyer has approved of the due diligence materials as
provided in Section 3.4, below, Buyer shall make the Additional Deposit,
and the Initial Deposit and the Additional Deposit shall be
non-refundable (except in the event of a default by Seller or the failure
of any other condition to Buyer’s obligation under this Agreement) and
shall either be applied toward the payment of the Purchase Price on the
Close of Escrow or retained by Seller as liquidated damages as provided
in Section 14.1 if the Close of Escrow does not occur.



	 	2.3	 	Balance. Buyer shall deposit into Escrow an amount (“Cash Balance”),
in immediately available federal funds equal to the Purchase Price minus
the Deposit and increased or decreased by the net amount of any credits
due or any items chargeable to Buyer under this Agreement. Buyer shall
deposit the Cash Balance into Escrow in the form of immediately available
funds one (1) business day before the Closing Date or on such earlier
date as may be required by the Escrow Holder such that Escrow Holder will
be in a position to disburse the cash proceeds to Seller on the Closing
Date.



	 	2.4	 	Interest. At the request of Buyer, all funds received from or for the
account of Buyer shall be deposited by
Escrow Holder in an interest-bearing account with a federally
insured state or national bank located in California. The term
“Deposit” shall refer to the Initial Deposit and if deposited, the
Additional Deposit and all interest accrued on both



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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


	3.	 	Escrow; Closing Conditions



	 	3.1	 	Escrow. Upon the Effective Date, this Agreement shall constitute the
joint escrow instructions of Buyer and Seller to Escrow Holder to open an
escrow (“Escrow”) for the consummation of the sale of the Property to
Buyer pursuant to the terms of this Agreement. Upon Escrow Holder’s
receipt of the Deposit and Escrow Holder’s written acceptance of this
Agreement, Escrow Holder is authorized to act in accordance with the
terms of this Agreement. Buyer and Seller shall execute Escrow Holder’s
general escrow instructions upon request; provided, however, that if
there is any conflict or inconsistency between such general escrow
instructions and this Agreement, this Agreement shall control. Upon the
Close of Escrow, Escrow Holder shall pay any sum owed to Seller with
immediately available funds.



	 	3.2	 	Closing Date. The Escrow shall close (“Close of Escrow” or “Closing
Date”) on or before the Closing Date, provided that all express
conditions to the Close of Escrow set forth in this Agreement have been
satisfied or waived by the party intended to be benefited thereby.



	 	3.3	 	Buyer’s Conditions to Closing. The Close of Escrow is subject to and
contingent on the satisfaction of the following conditions or the waiver
of the same by Buyer in writing:



	 	3.3.1	 	Inspection. Buyer’s approval, in
its sole and absolute discretion, of the condition of the Property
(including without limitation an inspection for zoning, land use,
environmental and other laws, regulations and restrictions) at Buyer’s
sole cost and expense prior to the expiration of the Due Diligence
Period.



	 	(a)	 	Buyer commenced Buyer’s physical inspection of the
Property on the Effective Date.


	 		 	After Seller’s receipt of written evidence that Buyer
has procured the insurance required by Section
3.3.1(c) of this Agreement, Buyer shall have the
right to inspect the premises occupied by Pei Wei
Asian Diner, Nextel Retail Stores and Tetra Tech,
Inc. (the “Other Tenants”) from time to time by
notifying Seller who shall promptly provide notice to
the Other Tenants in accordance with the terms of
their leases and schedule times for such visits that
are reasonably acceptable to Buyer. Seller or its
representatives shall have the option to be present
at any visits to the Premises of the Other Tenants.
Buyer’s physical inspection of the Property shall be
conducted during normal business hours at times
mutually acceptable to Buyer and Seller. No invasive
testing, drilling or boring shall be done without the
prior notification of Seller and Seller’s written
permission of the same.



	 	(b)	 	Buyer acknowledges that prior to the expiration of the
Due Diligence Period: (i) Buyer has or will have conducted
such surveys and inspections and (ii) Buyer has or will
have had adequate opportunity to make such inspection of
the Property (including an inspection for zoning, land use,
environmental and other laws, regulations and restrictions)
as Buyer has, in Buyer’s discretion, deemed necessary or
advisable as a condition precedent to Buyer’s purchase of
the Property and to determine the physical, environmental
and land use characteristics of the Property and its
suitability for Buyer’s intended use.



	 	(c)	 	Buyer shall obtain or cause its consultants to obtain,
at Buyer’s sole cost and expense prior to commencement of
any investigative activities on the Property, a policy of
commercial general liability insurance covering any and all
liability of Buyer and Seller with respect to or arising
out of any investigative activities. Such policy of
insurance shall be kept and maintained in force during the
term of this Agreement and so long thereafter as necessary
to cover any claims of damages suffered by persons or
property resulting from any acts or omissions of Buyer,
Buyer’s employees, agents, contractors, suppliers,
consultants or other related parties. Such policy of
insurance shall have liability limits of not less than Two
Million Dollars ($2,000,000) combined single limit per
occurrence for bodily injury, personal injury and property
damage liability and shall name Seller as an additional
insured.



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Pasadena Corporate Center

Pasadena, California


	 	(d)	 	Buyer shall protect, indemnify, defend and hold the Property,
Seller and Seller’s officers, directors, shareholders,
participants, affiliates, employees, representatives, invitees,
agents and contractors free and harmless from and against any and
all claims, damages, liens, stop notices, liabilities, losses,
costs and expenses, including reasonable attorneys’ fees and court
costs, resulting from Buyer’s inspection and testing of the
Property, including, without limitation, repairing any and all
damages to any portion of the Property, to the extent arising out
of or related (directly or indirectly) to Buyer’s conducting such
inspections, surveys, tests, and studies. Buyer shall keep the
Property free and clear of any mechanics’ liens or materialmen’s
liens related to Buyer’s right of inspection and related
activities. The Buyer’s indemnification obligations set forth
herein shall survive the Close of Escrow and shall not be merged
with the Deed, and shall survive the termination of this
Agreement.



	 	(e)	 	It is understood by the parties that, except as otherwise
expressly provided in Section 7, Seller does not make any
representation or warranty, express or implied, as to the accuracy
or completeness of any information contained in Seller’s files or
in the documents produced by Seller, including, without
limitation, any environmental audit or report.



	 	(f)	 	Buyer shall not have any discussions with any tenants at the
Property without first giving Seller reasonable prior notice and a
reasonable opportunity to be present at such contact or discussions.
Buyer shall not contact the City, County or any other governmental
agencies without first giving Seller reasonable prior notice and a
reasonable opportunity to be present at such contact or discussions.



	 	3.3.2	 	Title Policy. The Title Company’s commitment to issue or the issuance of
the Buyer’s Title Policy complying with the requirements of Section 3.7.2
below.



	 	3.3.3	 	Due Diligence Items. Buyer shall review for approval or
disapproval all Due Diligence Items (as defined below) within the Due
Diligence Period. Seller has delivered to Buyer, for Buyer’s review,
copies of the items listed on Exhibit B attached hereto (“Due Diligence
Items”). Upon the termination of this Agreement prior to the Close of
Escrow, Buyer shall deliver to Seller (a) all Due Diligence Items
relating to the Property and (b) copies of any tests or studies (“Tests”)
prepared by or on behalf of Buyer with respect to the Property. The Tests
shall be delivered to Seller without any representation or warranty as to items
contained therein and shall be subject to any limitations on the
use of the Tests that may exist in the agreements between Buyer
and the consultants providing those tests.



	 	3.3.4	 	Estoppel Certificates. Seller has or shall promptly request from
the Other Tenants and use commercially reasonable efforts to obtain, at
least five (5) days prior to the expiration of the Due Diligence Period
(the “Estoppel Delivery Date”) an estoppel certificate from each of the
Other Tenants at the Property in the form provided for estoppel
certificates under the tenants’ leases. If such estoppel certificates are
obtained by the Estoppel Delivery Date, then if Buyer approves or is
deemed to have approved the Property as provided in this Agreement, then
the estoppel certificates shall also be deemed approved and Seller shall
have no further obligation with respect thereto.



	 	3.3.5	 	Performance by Seller. Performance in all material respects of the
obligations and covenants of, and deliveries required of, Seller
hereunder.



	 	3.3.6	 	Seller’s Representation. The representation and warranties by
Seller set forth in Section 7 being true and correct in all material
respects as of the Close of Escrow.



	 	3.4	 	Approval Procedure. Buyer shall notify Seller of Buyer’s approval, if at
all, of the matters described in Sections 3.3.1(a), 3.3.1(b), 3.3.3 and 3.3.4
by written notice delivered to Seller and Escrow Holder by the expiration of
the Due Diligence Period. Buyer’s failure to approve any of the matters
described in Sections 3.3.1(a), 3.3.1(b), 3.3.3 and 3.3.4 by the expiration of
the Due Diligence Period in the manner



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Pasadena Corporate Center

Pasadena, California


	 		 	described, shall be deemed Buyer’s disapproval of such matter. In no
event shall Buyer have the right to disapprove any such item after the
expiration of the Due Diligence Period except for any New Title
Exceptions as defined in Section 3.7.5. At any time prior to the
expiration of the Due Diligence Period, Buyer may identify any Contracts
(other than the Contracts set forth on Exhibit C [the “Non-Terminable
Contracts"]) which it does not intend to assume in connection with the
purchase of the Property (the “Excluded Contracts”).



	 	3.5	 	Termination. This Agreement shall automatically terminate (i) if Buyer
notifies Seller and Escrow Holder in writing prior to the expiration of the Due
Diligence Period that Buyer has decided not to proceed with the purchase of the
Property for any reason, or (ii) upon Buyer’s failure to give written approval,
prior to the expiration of the Due Diligence Period, or such earlier date as is
specified in this Agreement, of each of the matters described in Sections
3.3.1, 3.3.3 or 3.3.4 or (iii) as provided in Sections 3.7.4 or 3.7.5. Upon
termination of this Agreement pursuant to this Section 3.5 or pursuant to
Section 7: (a) each party shall
promptly execute and deliver to Escrow Holder such documents as Escrow Holder
may reasonably require to evidence such termination; (b) Escrow Holder shall
return all documents to the respective parties who delivered such documents to
Escrow; (c) Escrow Holder shall return the Deposit to Buyer, (d) Buyer and
Seller shall each pay one-half (1/2) of Escrow Holder’s title and escrow
cancellation fees, if any; (e) Buyer shall return to Seller all Due Diligence
Items in Buyer’s possession relating to the Property together with copies of
any Tests as provided in Section 3.3.3 and (f) the respective obligations of
Buyer and Seller under this Agreement shall terminate; provided, however,
notwithstanding the foregoing, Buyer’s indemnity obligations under Section
3.3.1(d) shall survive any such termination of the Agreement, and the
termination of this Agreement shall not release any other indemnity obligation
of Buyer or Seller.
Upon termination of this Agreement prior to the Close of Escrow, Buyer’s
right of first offer to purchase (“ROFO”)as set forth in Section 32 in the Lease Agreement between Seller
and Buyer dated June 30, 2000 (as amended, the “Buyer Lease”) shall not
apply to any Sale by Seller for which Seller has entered into any written
agreement to sell the Property by the date which is one year after Buyer
terminates this Agreement.



	 	3.6	 	Seller’s Conditions to Closing. The obligations of Seller to consummate the
transactions provided for herein are subject to and contingent upon the
satisfaction of the following conditions or the waiver of same by Seller in
writing:



	 	3.6.1	 	Representations and Warranties. All representations and
warranties of Buyer contained in this Agreement shall be true and correct as of
the date made and as of the Close of Escrow with the same effect as though such
representations and warranties were made at and as of the Close of Escrow.



	 	3.6.2	 	Covenants. Buyer shall have performed and satisfied all agreements
and covenants required hereby to be performed by Buyer prior to or at the
Close of Escrow.



	 	3.6.3	 	Management Agreement. Buyer and Seller shall have agreed on the
terms and form of a Management Agreement (the “Management Agreement”)
whereby an affiliate of Seller, Kearny Real Estate Company, shall manage
the Property on behalf of Buyer after the Close of Escrow.
Buyer and Seller agree to negotiate in good faith and to devote
sufficient resources to the negotiation of the Management
Agreement, during the Due Diligence Period.



	 	3.7	 	Title and Title Insurance.



	 	3.7.1	 	Deed. On the Closing Date, Seller shall convey title to the
Property to Buyer by grant deed in the form of Exhibit C attached hereto
and incorporated herein by this reference (“Deed”).



	 	3.7.2	 	Buyer’s Title
Policy. At the Close of Escrow, Escrow Holder shall cause the Title
Company to issue to Buyer a CLTA Standard Coverage Owner’s Policy of
Title Insurance (“Buyer’s Title Policy”) which:



	 	(a)	 	shall be written with
liability in the amount of the Purchase Price; and



	 	(b)	 	shall insure title
to the Property, to be vested in Buyer, subject only to the Permitted



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Pasadena Corporate Center

Pasadena, California


	 		 	Exceptions as defined below.



	 	3.7.3	 	ALTA Policy. Buyer shall have the right to procure an ALTA Extended
Coverage Owner’s Policy of Title Insurance (“ALTA Policy”) as long as the
issuance of the ALTA Policy does not delay or extend the Closing Date.



	 	3.7.4	 	Permitted Exceptions. Attached hereto as Exhibit E is a copy of a
preliminary report of title to the Real Property (the “Preliminary Report”)
issued by the Title Company. Except as provided in the next sentence, all
matters described in the Preliminary Report and in Section 3.7.5, together with
all title conditions created by Buyer or resulting from the acts of Buyer or
its agents or representatives, are referred to herein as the “Permitted
Exceptions.” Permitted Exceptions do not include (i) any judgment lien,
delinquent taxes, bonds or assessments which result solely from Seller’s
actions or omissions; (ii) any deed of trust, and/or any other lien or
encumbrance representing monies owed; (iii) any liens, encumbrances, or other
claims and interests which have been placed upon or against the Property after
the date of the Preliminary Report voluntarily by Seller; (iv) any exception
relating to Seller’s authority to enter into and/or perform this Agreement
and/or the authority of any person or persons executing this Agreement on
behalf of Seller or (v) Exceptions numbered 6, 8 and 9 on the Preliminary
Report relating to prior leases at the Property or (vi) Exception number 12 on
the Preliminary Report relating to a lien for personal property taxes. Seller
shall cause all of the items described in the preceding sentence, to be
eliminated or cured by endorsement (provided that such endorsement includes the
agreement of the title company to issue the same coverage to subsequent owners
and encumbrances of the Property without charge) at Seller’s expense on or
before the Close of Escrow. The removal or elimination of any other title
exception reflected in the Preliminary Report shall be a matter solely between
Buyer and Title Company. Any references to property taxes, bonds and/or
assessments shall be subject to, and shall not relieve Seller from, Seller’s
obligations under this Section and/or Seller’s obligation with respect to the
proration of such items at the Close of Escrow as provided in Section 3.12.
After the expiration of the Due Diligence Period, except as provided in Section
3.7.5, Buyer has no right to terminate or cancel this Agreement or delay the
Closing Date in order to obtain the title endorsements or elimination of
exceptions that Buyer may desire. Buyer may elect to obtain an ALTA extended
coverage owner’s title policy, so long as the Closing is not delayed as a result.



	 	3.7.5	 	If any supplement to the Preliminary Report is issued prior to the Close
of Escrow which shows any new, additional or modified exceptions from the
exceptions set forth in the Preliminary Report (each a “New Exception”) then:
(a) if such New Exception was created or arose from acts or omissions of Buyer,
then such New Exception shall constitute a Permitted Exception, (b) if such New
Exception was created or arose from the acts or omissions of Seller then Seller
shall cause that New Exception to be eliminated at Seller’s expense before the
Close of Escrow and (c) if such New Exception is newly discovered or disclosed
by the Title Company but did not arise from the acts or omissions of Seller or
Buyer, then Buyer shall have the right to approve or disapprove such New
Exception by written notice (“Buyer’s Notice”) to Seller no later than five (5)
business days following the date of receipt by Buyer of such supplement to the
Preliminary Report, with the New Exceptions specifically identified, together
with complete copies of any documents or instruments evidencing or referenced
in such New Exception. If Buyer so disapproves a New Exception, then Seller
shall have the right, but not the obligation to cure such exception within five
(5) business days thereafter. If Seller fails to cure such New Exception then
the Agreement shall be deemed terminated and Buyer shall receive a refund of
the Deposit.



	 	3.7.6	 	Without limiting the generality of any other provision hereof or in the
Deed, but subject to Section 3.5, Buyer agrees to take title to the Real
Property subject to all matters that could be ascertained by a reasonable
inspection or survey of the Property, and all laws, rules and regulations
governing the use and development of the Real Property at the Closing Date.



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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


	 	3.8	 	Closing Costs and Charges.



	 	3.8.1	 	Seller’s Costs. Seller shall pay (a) one-half (1/2) of Escrow
Holder’s fees; (b) all expenses and charges incurred in connection with
the discharge of delinquent taxes, if any, which may be required in order
for the Title Company to issue the Buyer’s Title Policy in accordance
with Section 3.7.2(b) above; (c) the cost of obtaining a CLTA title
policy; (d) all documentary transfer taxes payable in connection with the
transfer of the Property, (e) Seller’s share of prorations as determined
in accordance with Section 3.12.



	 	3.8.2	 	Buyer’s Costs. Buyer shall pay (a)
one-half (1/2) of the Escrow Holder’s fee; (b) the additional premium
for obtaining an ALTA Policy and the cost of any survey or other item
needed for such policy; (d) the cost of all endorsements to Buyer’s Title
Policy; (e) the cost for any lender’s title policy or endorsements; (f)
Buyer’s share of prorations as determined in accordance with Section
3.12 and (g) all document recording charges.



	 	3.8.3	 	Other Costs. All other costs, if any, shall be apportioned in the
customary manner for real property transactions in the County where the
Real Property is located.



	 	3.9	 	Deposit of Documents and Funds by Seller. Not later than one (1) business
day prior to the Closing Date, Seller shall deposit the following items into
Escrow, each of which shall be duly executed and acknowledged by Seller where
appropriate:





	 	3.9.1	 	The Deed;



	 	3.9.2	 	A bill of sale in the form of Exhibit F attached hereto and
incorporated by reference herein (“Bill of Sale");



	 	3.9.3	 	An affidavit
executed by Seller to the effect that Seller is not a “foreign person”
within the meaning of Internal Revenue Code Section 1445
(“Certification") and an executed California Real Estate Withholding
Exemption Form 593W (“Form 593-W”);



	 	3.9.4	 	Two (2) counterparts of an
assignment and assumption, duly executed by Seller, assigning to Buyer,
without warranty, all of Seller’s right, title, and interest in and to
all agreements and Contracts and Intangibles related to the Property
other than the Excluded Contracts, all to the extent transferable by
Seller, in the form of Exhibit G attached hereto and incorporated herein
by this reference (“General Assignment");



	 	3.9.5	 	Two executed counterparts
of the Management Agreement in ; and



	 	3.9.6	 	Other documents pertaining to
Seller’s authority to record the Deed that may reasonably be required by
Escrow Holder to close the Escrow in accordance with this Agreement.



	 	3.10	 	Deposit of Documents and Funds by Buyer. Not later than one (1) business
day prior to the Closing Date, Buyer shall deposit the following items into
Escrow:



	 	3.10.1	 	The Cash Balance;



	 	3.10.2	 	Two executed counterparts the General
Assignment



	 	3.10.3	 	Two executed counterparts of the Management Agreement, and;



	 	3.10.4	 	All other funds and documents as may reasonably be required by Escrow
Holder to close the Escrow in accordance with this Agreement.



	 	3.11	 	Delivery of Documents and Funds at Closing. Provided that all conditions
to closing set forth in this Agreement have been satisfied or, as to any
condition not satisfied, waived by the party intended to be benefited thereby,
on the Closing Date Escrow Holder shall conduct the closing by recording or
distributing the following documents and funds in the following manner:



	 	3.11.1	 	Recorded Documents. Record the Deed in the Official Records of the County in
which the Real Property is located;



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	 	3.11.2	 	Buyer’s Documents. Deliver to Buyer: (a) the original Buyer’s
Title Policy; (b) the original Bill of Sale; (c) the original
Certification; (d) the original Form 597; and (e) a fully executed
original of the General Assignment;



	 	3.11.3	 	Purchase Price. Deliver to
Seller the Purchase Price and such other funds, if any, as may be due to
Seller by reason of credits under this Agreement, less all items
chargeable to Seller under this Agreement, and a fully executed original
of the General Assignment.



	 	3.12 	 	Prorations and Adjustments. The following shall be prorated and adjusted
between Seller and Buyer as of the Close of Escrow except as otherwise
specified:



	 	 	     3.12.1 Rents. Rents shall be prorated as of the Close of Escrow and
Buyer’s share of such rents shall be credited against the Purchase Price if and
to the extent such rents have been collected by Seller as of the day prior to
the Close of Escrow. Buyer shall have the right to continue to pursue the
collection of Seller’s share of rents that have not been collected by the Close
of Escrow and Buyer will cooperate with Seller in such collection; provided
that Buyer shall not be required to incur any material out-of-pocket expenses
in connection therewith. Any rents collected by Buyer from a tenant after the
Close of Escrow will apply first to rents which accrue from that tenant after
the Close of Escrow and then to the rents which have accrued for that tenant
prior to the Close of Escrow. Notwithstanding the foregoing, if Buyer receives
rents after the Close of Escrow which relate to the period prior to the Close
of Escrow to which Seller is entitled under this Section, Buyer shall promptly
remit to Seller all of such amounts. Seller shall promptly remit to Buyer all
rents received by Seller after the Close of Escrow to which Buyer is entitled
under this Section. Rents shall be prorated based on the day of the month in
which the Close of Escrow occurs and the actual number of days in that month.



	 	 	     3.12.2 CAM Prorations. Any costs incurred by Seller for expenses that are
reimbursable by tenants pursuant to the Leases, including without limitation
real estate taxes, insurance premiums, electricity, other utilities, sign rents
(if any) and other common area or other expenses (collectively “CAM Expenses”)
and collections from tenants for such CAM Expenses (“CAM Collections”) shall be
prorated as provided herein.



	 	 	          (a) Preparation of CAM Proration Statement. At least two (2) business days
prior to the Close of Escrow or such other date as the parties may agree,
Seller shall provide a statement (the “CAM Proration Statement”) of CAM
Expenses incurred for the current year and CAM Collections from tenants for the
current year. Such statement shall show such charges and collections as of the
date which is ten (10) business days prior to the Close of Escrow (the
“Statement Date”) or such other date as the parties may agree. If the CAM
Expenses incurred for the current year are less than the CAM Collections for
the current year, Buyer shall receive a credit for the difference. If the CAM
Expenses incurred for the current year are greater than the CAM Collections for the current year, the Seller shall receive a credit for the
difference. The CAM Proration Statement shall show the credit to Buyer or
Seller and a per diem amount which shall be applied through the Close of
Escrow. Buyer shall after the Close of Escrow assume all responsibility for CAM
collections, refunds of overpayments and reconciliations as provided in the
leases for the tenants for the current year. Except as provided in Section
3.12.2 (d), the proration of CAM Expenses and Collections shall not be subject
to adjustment after the Close of Escrow.



	 	 	          (b) CAM Collections. All CAM Collections actually received by Seller from
tenants for the calendar year through the month prior to the Statement Date
shall be shown on the CAM Proration Statement. All CAM Collections for the
month in which the Statement Date occurs shall be prorated as of the Statement
Date based on the actual number of days in the month in which the Statement
Date occurs.



	 	 	          (c) CAM Expenses. All payments actually made by Seller for CAM Expenses
shall be shown on the CAM Proration Statement. Unpaid invoices and other
amounts due for CAM Expenses shall be prorated as of the Statement Date based
on a 365 day year.



	 	 	          (d) Amortization of CAM Expenses. All CAM Expenses which are amortized
capital
expenses shall be amortized on the same basis such expenses were amortized
by Seller with respect to CAM Collections in the prior year. If there is a new
capital expense which is required by the terms of the Leases to be amortized,



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	 	 	then such capital expense may be amortized over a time period selected by
Buyer; provided however, that Buyer must amortize such expense over that same
time period in the next annual reconciliation of CAM’s performed by Buyer after
the Close of Escrow. Buyer shall perform such reconciliation within the time
periods provided by the Leases, but in no event later than ninety (90) days
after the end of the calendar year and provide a copy of such reconciliation to
Seller at the same time as provided to the tenants. If Buyer uses a shorter
amortization period for that capital expense on the annual reconciliation than
was used on the CAM Proration Statement, then the CAM Proration Statement shall
be recalculated based on the shorter amortization period and Buyer shall
promptly pay to Seller any amounts due in connection therewith together with
interest at the rate of ten percent (10%) per annum from the Close of Escrow
until the date of payment.



	 	 	          (e) Expense Caps. If any tenant is subject to a cap on its expense
reimbursement then the CAM Proration Statement shall cap the CAM Collections
from such tenant based on the prorated amount of the expense cap as provided
herein. If the expense cap is a fixed dollar amount, it shall be prorated as of
the Statement Date based on a 365 day year. If the expense cap is a percentage,
then the cap shall be prorated based on the following formula: Prorated cap
percentage = [(1 + cap percentage expressed as a decimal) ^ (x/365)] —1. Where
X is the number of days from January 1 to the Statement Date.



	 	 	     3.12.3 Tenant Deposits. An amount equal to the aggregate amount of all
tenant security and other deposits held by Seller (collectively, the “Tenant
Deposits”) under the Leases shall be credited against the Purchase Price at the
Close of Escrow. Seller shall retain as Seller’s own funds any Tenant Deposits
held by Seller, but such Tenant Deposits shall be deemed transferred to Buyer
as if a cash payment were made by Seller to Buyer.



	 	 	     3.12.4 Operating Expenses. To the extent possible, all utilities and other
services and any assumed contracts shall be put into Buyer’s name as of the
Close of Escrow so that no operating expense prorations are necessary. To the
extent that this is not possible or does not occur, then subsequent to the
Close of Escrow such items shall be prorated as of the Close of Escrow based on
the actual number of days in that month.



	 	 	     3.12.5 Taxes. All real property taxes and assessments, personal property
taxes and any premiums for insurance policies on the Property assumed by Buyer
shall be prorated as of the Close of Escrow. Taxes shall be prorated based on a
365 day year.



	 	 	     3.12.6 Leasing Commissions. Seller shall pay in full all leasing
commissions brokerage fees with respect to the existing terms of any Leases of
the Property (whether or not yet due and payable).



	 	 	     3.12.7 Lease Costs. Seller shall pay in full the following amounts with
respect to the Leases (the “Lease Costs"):



	 		 	     (a) Tenant improvement allowances (if any) specified in the Leases to be
payable to tenants under the Leases with respect to their existing terms in
effect on the Close of Escrow (whether or not yet
due and payable).



	 		 	     (b) Costs of completing tenant improvements (if any) specified in the
Leases with respect to their existing terms in effect on the Close of Escrow
to be performed by Landlord (whether or not yet due and payable).



	 	 	     3.12.8 Buyer Lease Reimbursements. Seller shall have paid Buyer as tenant
under the Buyer Lease the sum of $189,508.72 for the Tenant Improvement
Allowance obligation under the Buyer Lease. Any portion of such sum that is not
paid by the Close of Escrow shall be a credit to the Purchase Price in favor of
Buyer.



	 	 	     3.12.9 Management Agreements and Employees. Seller shall pay in full all
obligations relating to employees or to the property management agreement with
any property manager for the Property, terminate all property management
agreements with any property manager and the employment of all employees of
Seller at



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	 	 	the Property, terminate all Excluded Contracts (other than the
Non-Terminable Contracts), and pay all costs of terminating the
Excluded Contracts, the property manager and any employees.



	 	 	     3.12.10 Monument Signage. Seller shall obtain a bid from a reputable sign
company to construct a monument sign for the Property in accordance
with the plans and specifications set forth on Exhibit M to the Buyer
Lease. At the Close of Escrow, Buyer shall receive a credit to the
Purchase Price in the amount of the bid to construct the sign.



	 	 	     3.12.11 Conduit. Seller shall obtain a bid from Gordon and Williams for the
installation of 2 — 4 inch conduits connecting the main telephone room
in the Phase II Building to a pull box in the street right of way, in
accordance with the Base Building Specifications set forth in the Buyer
Lease. At the Close of Escrow, Buyer shall receive a credit to the
Purchase Price in the amount of the bid to perform such work.



	 	 	     3.12.12 Basis of Proration/Adjustments. For purposes of calculating
prorations, Buyer shall be deemed to be vested with title to the
Property, and, therefore, entitled to the income therefrom and
responsible for the expenses thereof for the entire day upon which the
Close of Escrow occurs. All prorations set forth herein (other than for
CAM Charges and Collection) shall be subject to adjustment outside of
Escrow within sixty (60) days after the Close of Escrow to the extent
new information becomes available to Buyer or Seller. All real property
taxes and assessments, personal property taxes and any premiums for
insurance policies on the Property assumed by Buyer, if any, shall be
prorated as of the Close of Escrow.



	 	3.13	 	Deliveries Outside of Escrow. Upon the Close of Escrow, the
following items shall be delivered:



	 	 	     3.13.1 Documents. Seller shall
deliver to Buyer outside of Escrow copies (or originals, to the extent
available) of all of the following: (a) the Leases and (b) the
Contracts and the original Estoppel Certificates executed by the
tenants.



	 	 	     3.13.2 Personal Property. Seller shall deliver to Buyer (by leaving the
same at the Improvements) possession of all the Personal Property.



	4.	 	Improvement Assessment Liens: Subdivision and Development Bonds;
Improvement Obligations



	 	4.1	 	Assessment Liens. If and to the extent there exists any improvement
assessment liens, Mello Roos bond payments or other similar assessments
which encumber the Property, Buyer shall assume the obligation to pay
any and all future installments of such bonds or assessment liens
affecting the Property which accrue from and after the Close of Escrow.
Any bond payments or assessment liens for the current payable period
shall be prorated in accordance with Section
3.12 above and any past due and unpaid installments of such bonds or
assessment liens shall be paid by Seller. Seller shall have no obligation
to pay the entire principal amount of any of such assessments or bonds.



	 	4.2	 	Subdivision and Development Bonds. If and to the extent there
exists in favor of governmental bodies or agencies or other third
parties improvement bonds (“Bonds") which insure the completion of
off-site and on-site public improvements relating to the Property, the
payment of all labor and materials relating to such improvements or the
performance of the parties constructing such improvements, Buyer shall
provide replacement bonds for the Bonds and Buyer shall be obligated to
perform as required by the Bonds and/or any replacement bonds and to
perform any and all work required to be performed by the obligee(s)
thereunder on or after the Close of Escrow, and shall indemnify and
defend Seller for and against, and hold Seller harmless from, any
claims which may be made by the obligee(s) or the bonding company for
recovery of the Bonds and/or any replacement bonds or the completion of
such work required to be performed on or after the Close of Escrow.
Seller shall indemnify and defend Buyer from and against and hold Buyer
harmless from, any claims which may be made by the obligee(s) or the
bonding company for recovery of the Bonds and/or any replacement bonds
or the completion of work required to be performed prior to the Close
of Escrow.



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	 	4.3	 	Improvement Obligations. In connection with the purchase of the
Property, Buyer shall assume all improvement obligations relating to the
Real Property required to be performed after the Close of Escrow, whether
or not such agreements are of record with respect to the Property ,other
than the obligations covered by Seller’s representation and warranty in
Section 7.9.



	5.	 	Commissions Buyer and Seller each represent and warrant to the other that
there are no commissions, finder’s fees or brokerage fees arising out of
the transactions contemplated by this Agreement other than a fee to
Secured Capital Group payable by Seller and any fees to Investment
Development Services that are payable by Buyer. Buyer shall indemnify and
hold Seller harmless from and against any and all liabilities, claims,
demands, damages, costs and expenses, including, without limitation,
reasonable attorneys’ fees and court costs, in connection with claims for
any such commissions, finders’ fees or brokerage fees arising out of
Buyer’s conduct or the inaccuracy of the foregoing representation and/or
warranty of Buyer. Seller shall indemnify and hold Buyer harmless from and
against any and all liabilities, claims, demands, costs and expenses,
including, without limitation, reasonable attorneys’ fees and costs in
connection with claims for any such commissions, finders’ fees or
brokerage fees arising out of Seller’s conduct or the inaccuracy of the
foregoing representation and/or warranty of Seller.



	6.	 	Damage or Destruction; Condemnation



	 	6.1	 	Uniform Act. This Agreement shall be governed by the Uniform Vendor
and Buyer Risk Act as set forth in Section 1662 of the California Civil
Code (“Act") as supplemented by this Section 6. For purposes of the Act,
(a) a taking by eminent domain of a portion of the Property shall be
deemed to affect a “material part” of the Property if the estimated value
of the portion of the Property taken exceeds $750,000, and (b) the
destruction of a “material part” of the Property shall be deemed to mean
an insured or uninsured casualty to the Property following Buyer’s
inspection of the Property and prior to the Close of Escrow having an
estimated cost of repair which equals or exceeds $750,000.



	 	6.2	 	Definitions. The phrase “estimated value” shall mean an estimate
obtained from a M.A.I.
appraiser, who has at least five (5) years experience evaluating property
located in the County where the Real Property is located, similar in
nature and function to that of the Property, selected by Seller and
approved by Buyer, and the phrase “estimated cost of repair” shall mean
an estimate obtained from an independent contractor selected by Seller
and approved by Buyer. Buyer shall not unreasonably withhold, condition
or delay Buyer’s approval under this Section.



	 	6.3	 	Notice; Credit to Buyer. Buyer shall have the right to terminate this
Agreement if all or a material part of the Property is destroyed without
fault of Buyer or a material part of the Property is taken by eminent
domain. Buyer shall give written notice of Buyer’s election to terminate
this Agreement under the Act within five (5) business days after Buyer
first learns of any damage to or condemnation of the Property which
entitles Buyer to terminate this Agreement. If Buyer does not give such
notice or if the portion destroyed or taken is not a material part of the
Property, then this Agreement shall remain in full force and effect and
there shall be no reduction in the Purchase Price, but Seller shall, at
Close of Escrow, assign to Buyer (a) any insurance proceeds payable with
respect to such damage; or (b) the entire award payable with respect to
such condemnation proceeding, whichever is applicable.



	7.	 	Seller’s Representations and Warranties. Seller makes the following
representations and warranties which shall be true and correct as of the
Close of Escrow. If prior to the Close of Escrow, Seller gives Buyer
written notice of any facts or circumstances beyond the reasonable control
of Seller which would render any such representations or warranties untrue
as of the Close of Escrow, such occurrence shall not be considered default
by Seller and Buyer’s sole right shall be to waive such representation and
warranty and proceed with the Close of Escrow or terminate this Agreement
and cancel the Escrow, in which case Escrow cancellation fees shall be
paid by Seller and the Deposit shall be returned to Buyer. Seller shall
not intentionally cause any representation to become untrue. For purposes
of this Section 7, the phrase “to the best of Seller’s knowledge” shall
mean the current actual knowledge of David Simon (as distinguished from
constructive or other implied knowledge), without investigation or inquiry
or a duty to investigate or inquire. In no event shall David Simon have
any personal liability with respect to this Agreement or the
representations or warranties contained herein. Seller hereby represents
and warrants to Buyer that David Simon has been actively involved in the
ownership, management and



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	 	 	development of the Property since its acquisition by Seller and is
the person principally responsible for the management, operation and
development of the Property.



	 	7.1	 	Seller is duly organized, validly existing, and in good standing
under the laws of the state of its formation; and



	 	7.2	 	Seller has the
full power and authority to execute, deliver and perform its
obligations under this Agreement.



	 	7.3	 	Neither the execution or delivery of this Agreement, nor the
consummation of the transaction contemplated herein, will conflict
with, or constitute or result in a breach of, any contract, license or
undertaking to which Seller is a party or by which the Property is
bound, resulting in the creation of any lien or encumbrance upon the
Property.



	 	7.4	 	To the best of Seller’s knowledge, no legal or administrative
proceeding is pending or threatened against Seller or the Property
which would adversely affect the Property or Seller’s right to convey
fee title to the Property to Buyer.



	 	7.5	 	To the best of Seller’s knowledge, there are no condemnation or
eminent domain proceedings pending or threatened with respect to the
Property, and to the best of Seller’s knowledge there are no facts or
conditions with respect to the Property which might give rise to
such action or proceeding.



	 	7.6	 	There are no pending requests or applications by Seller for any of
the matters described in clauses (a), (b) or (c) of Section 13(iii).



	 	7.7	 	The execution and delivery of this Agreement and the performance by
Seller of all transactions contemplated by this Agreement do not
require any consent or approval of any public or private authority
which has not already been obtained.



	 	7.8	 	Seller has not received any notice that the Property is not in
material compliance with all applicable laws, except as may be
disclosed in the Due Diligence Materials or except for such failures to
comply, if any, which have been remedied.



	 	7.9	 	The construction required to be completed by Landlord in connection
with the Nextel Lease and the Pei Wei Lease to deliver the Phase III
Building to those tenants has been substantially completed.



	 	7.10	 	To the best of Seller’s knowledge, the documents delivered to
Buyer pursuant to this Agreement constitute all of the Contracts and
are true, correct and complete originals or copies of the originals and
all documents executed by Seller in connection with this Agreement are
true, correct and complete.



	 	7.11	 	Seller is not a foreign corporation, foreign partnership, foreign
trust or foreign estate (as those terms are defined in the Internal
Revenue Code).



	 	7.12	 	Seller has not (a) commenced a voluntary case, or had enter
against it a petition, for relief under any federal bankruptcy act or
any similar petition, order or decree under any law relating to
bankruptcy, insolvency or other relief for debtors, (b) caused,
suffered or consented to the appointment of a receiver, trustee,
administrator, conservator, liquidator or similar official in any
federal, State or foreign judicial or non-judicial proceedings, to
hold, administer and/or liquidate all or substantially all of its
property, or (c) made an assignment for the benefit of creditors.



	 	7.13	 	There are no outstanding bonds.



          The respective representations and warranties made by Seller in
Sections 7, above, shall survive the Close of Escrow for a period of
six (6) months and shall not merge into the Deed. Each of the
representations and warranties of Seller and Buyer that is to survive
the Closing shall be deemed remade as of the Close of Escrow. After the
Close of Escrow, and so long as Buyer’s claim in made within six (6)
months following the Close of Escrow, Seller shall


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indemnify, defend, reimburse and hold harmless Buyer from and against any and
all claims, demands, losses, obligations, costs and expenses (including,
without limitation, reasonable attorneys’ fees and costs, whether or not any
action is filed or prosecuted) arising from or relating to any untruth of any
of the representations and warranties made by Seller pursuant to Section 7.
Seller agrees to maintain liquid assets of no less than $500,000 from the Close
of Escrow until March 4, 2004 and to maintain liquid assets of no less than
$250,000 from March 4, 2004 to June 5, 2004 solely for the purpose of remedying
all or any portion of any claim that may be timely made hereunder by Buyer.



	8.	 	Buyer’s Representations and Warranties. Buyer makes the following
representations and warranties which shall be true and correct at the
Close of Escrow.



	 	8.1	 	Buyer is duly organized, validly existing, and in good standing under
the laws of the state of its formation; and



	 	8.2	 	Buyer has the full power
and authority to execute, deliver and perform Buyer’s obligations under
this Agreement.



	 	8.3	 	Neither the execution or delivery of this Agreement, nor the
consummation of the transaction contemplated herein, will conflict with,
or constitute or result in a breach of, any
contract, license or undertaking to which Buyer is a party.



	 	8.4	 	Upon receipt of the amount set forth in Section 3.12.8, all of the
Tenant Improvement Allowance required to be paid to Buyer pursuant to the
Buyer Lease shall have been paid by Seller to Buyer and subject to the
credits for the items set forth in section 3.12.10 and 3.12.11, Seller
shall have satisfied all obligations relating to construction in any of
the Premises occupied by Buyer at the Property.



	 	 	     After the Close of Escrow, and so long as Seller’s claim in made
within six (6) months following the Close of Escrow Buyer shall
indemnify, defend, reimburse and hold harmless Seller from and against
any and all claims, demands, losses, obligations, costs and expenses
(including, without limitation, reasonable attorneys’ fees and costs,
whether or not any action is filed or prosecuted) arising from or
relating to any untruth of any of the representations and warranties made
by Buyer pursuant to Section 8, above.



	9.	 	Condition of Property. Buyer represents and warrants, which
representations and warranties shall survive the Close of Escrow and not
be merged with the Deed, that, as specified in Section 3.3.1 hereof, Buyer
has, or shall have inspected and conducted tests and studies of the
Property, and that Buyer is or will be prior to the Close of Escrow
familiar with the general condition of the Property. Buyer understands and
acknowledges that the Property may be subject to earthquake, fire, floods,
erosion, high water table, dangerous underground soil conditions,
hazardous materials and other occurrences that may alter its condition or
affect its suitability for any proposed use. Except as provided in Section
7 hereof, Seller shall have no responsibility or liability with respect to
any such occurrence or condition. Buyer represents and warrants that,
except as provided in Section 7 of this Agreement, Buyer is acting, and
will act only, upon information obtained by Buyer directly from Buyer’s
own inspection of the Property. Once Buyer has approved this Property in
its sole discretion pursuant to Section 3 of this Agreement, the
suitability or lack of suitability of the Property for any proposed or
intended use, or availability or lack of availability of (a) permits or
approvals of governmental or regulatory authorities, or (b) easements,
licenses or other rights with respect to any such proposed or intended use
of the Property, shall not affect the rights or obligations of the Buyer
hereunder.



	10.	 	Property “As Is”.



	 	10.1	 	No Side Agreements or Representations. No person acting on behalf of
Seller is authorized to make, and by execution hereof, Buyer acknowledges
that no person has made, any representation, agreement, statement,
warranty, guarantee or promise regarding the Property or the transaction
contemplated herein or the zoning, construction, physical condition or
other status of the Property except as may be expressly set forth in this
Agreement or any amendment hereto. No representation, warranty,
agreement, statement, guarantee or promise, if any, made by any person
acting on behalf of Seller which is not contained in this Agreement, or
any amendment hereto will be valid or binding on Seller.



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Pasadena, California


	 	10.2	 	AS IS CONDITION. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
SPECIFICALLY PROVIDED IN SECTION 7 HEREIN, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY
MATTER RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PROPERTY, AND COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR
REQUIREMENTS. EXCEPT AS PROVIDED IN SECTION 7 OF THIS AGREEMENT, BUYER
ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS”
CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS NO OBLIGATIONS
TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE
EXPRESSLY STATED HEREIN.



	 	 	BY INITIALING BELOW, THE BUYER ACKNOWLEDGES THAT (i) THIS SECTION 10.2 HAS BEEN
READ AND FULLY UNDERSTOOD, (ii) THE BUYER HAS HAD THE CHANCE TO ASK QUESTIONS
OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (iii) THE BUYER HAS
ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION 10.2.






BUYER’S INITIALS



	11.	 	Governmental Approvals. Nothing contained in this Agreement shall be
construed as authorizing Buyer to apply for a zone change, variance,
subdivision maps, lot line adjustment or other discretionary governmental act,
approval or permit with respect to the Property prior to the Close of Escrow,
and Buyer agrees not to do so without Seller’s prior written approval, which
approval shall not be unreasonably withheld, conditioned or delayed so long as
such action will not result in any cost or liability to Seller and will not
become binding on Seller or bind the Property until after the Close of Escrow.
Buyer agrees not to submit any reports, studies or other documents, including,
without limitation, plans and specifications, impact statements for water,
sewage, drainage or traffic, environmental review forms, or energy conservation
checklists to any governmental agency, or any amendment or modification to any
such instruments or documents prior to the Close of Escrow unless first
approved by Seller, which approval shall not be unreasonably withheld,
conditioned or delayed so long as such action will not result in any cost or
liability to Seller and will not become binding on Seller or bind the Property
until after the Close of Escrow. Once Buyer has approved the Property in its
sole discretion pursuant to Section 3 of this Agreement, Buyer’s obtaining any
variances, zoning amendments, subdivision maps, lot line adjustment, or other
discretionary governmental act, approval or permit will not be a condition
precedent to its obligations under this Agreement.



	12.	 	Release. Except as expressly set forth herein, Buyer and anyone claiming
by, through or under Buyer hereby waives its right to recover from and fully
and irrevocably releases Seller, its employees, officers, directors,
representatives, agents, servants, attorneys, affiliates, parent, subsidiaries,
successors and assigns, and all persons, firms, corporations and organizations
in its behalf (“Released Parties”) from any and all claims that it may now have
or hereafter acquire against any of the Released Parties for any costs, loss,
liability, damage, expenses, demand, action or cause of action arising from or
related to any matters, affecting the property, or any portion thereof, except
any Excluded Claims, as defined below. This release includes claims of which
Buyer is presently unaware or which Buyer does not presently suspect to exist
which, if known by Buyer, would materially affect Buyer’s release to Seller.
Buyer specifically waives the provision of California Civil Code Section 1542,
which provides as follows:



	 		 	“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY
AFFECTED THE SETTLEMENT WITH THE DEBTOR.”



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In this connection and to the extent permitted by law, Buyer hereby agrees,
represents and warrants, which representation and warranty shall survive the
Close of Escrow and not be merged with the Deed, that Buyer realizes and
acknowledges that factual matters now unknown to it may have given or may
hereafter give rise to causes of action, claims, demands, debts, controversies,
damages, costs, losses and expenses which are presently unknown, unanticipated
and unsuspected, and Buyer further agrees, represents and warrants, which
representation and warranty shall survive the Close of Escrow and not be merged
with the Deed, that the waivers and releases herein have been negotiated and
agreed upon in light of that realization and that Buyer nevertheless hereby
intends to release, discharge and acquit Seller from any such unknown causes of
action, claims, demands, debts, controversies, damages, costs, losses and
expenses which might in any way be included as a material portion of the
consideration given to Seller by Buyer in exchange for Seller’s performance
hereunder. The foregoing release shall not apply to any of the matters
expressly contained in this Agreement or any Excluded Claims. As used herein,
the term “Excluded Claims” means any and all losses, costs, claims,
liabilities, expenses, demands or obligations arising out of or in connection
with: (a) any breach of this Agreement by Seller, (b) any fraud or
misrepresentation by Seller, including without limitation any breach of the
representations and warranties contained in Section 7 after the Close of
Escrow, (c) any tort claims which arise from any acts or negligent omissions of
Seller or its agents, employees or contractors, or (d) any indemnification or
other obligations which by the express terms of this Agreement survive the
Close of Escrow. The release and waiver set forth in this Section 12 is not
intended and shall not be construed to affect or impair any rights or remedies
that Buyer may have against Seller as a result of a breach of any of Seller’s
warranties or any other of Seller’s obligations under this Agreement or release
Seller or any other party with respect to any Excluded Claims.


	 		 	Seller has given Buyer material concessions regarding this transaction in
exchange for Buyer agreeing to the provisions of this Section 12. Seller
and Buyer have each initialed this Section 12 to further indicate their
awareness and acceptance of each and every provision hereof.




	 	 	 
	
	 	

	SELLER’S INITIALS	 	
BUYER’S INITIALS





	13.	 	Conduct Prior to Closing. Seller shall continue to operate and maintain
the Property in the manner in which the Property is currently operated and
maintained. Seller shall maintain in force all existing permits, licenses,
approvals and consents required in connection with the present use of the
Property by any appropriate governmental or private authority. Seller shall
not, without the prior written approval of Buyer, which approval will not be
unreasonably withheld or delayed:



	 	(i)	 	make any alterations to the Property
except as (a) in the ordinary course of operating the Property or (b) required
for routine maintenance;



	 	(ii)	 	sell or transfer, or change the status of title of all
or any portion of the Property or lease any portion of the
Property other than the basement in the Phase II Building;
provided that after the expiration of the Due Diligence
Period, Seller shall not lease any portion of the basement
of the Phase II Building without Buyer’s consent;



	 	(iii)	 	initiate, join in, support or consent to, either
directly or indirectly, (a) any subdivision of the
Property, (b) any enactment of or change in any zoning
ordinance, general plan, specific plan, private restrictive
covenant, moratorium, interim control ordinance or other public or private
restriction of any kind, whether temporary or permanent,
which in any way limits, changes or otherwise affects the
uses permitted on the Property by Seller or any successor
owner thereof, other than (i) the Conditional Use Permits
obtained to allow Pei Wei to operate a restaurant and serve
alcoholic beverages, (ii) the Conditional Use Permit
obtained to allow Nextel to operate its retail store, and
(iii) the entitlement that enabled Seller to construct an
additional 95,000 square foot office building on the
Property (c) any use or alteration of all or any portion of
the Property which would have a material adverse effect on
the value of the Property, including without limitation and
by way of illustration only, the introduction or creation
of wetlands, grasslands or any sensitive or endangered
plant or wildlife species on the Property, or (d) the
creation of a special taxing or assessment district
including the Property.



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	 	(iv)	 	enter into any contract affecting the Property or any part thereof
which would be binding upon Buyer after the Closing.



If Seller shall request Buyer’s approval to any of the foregoing matters, Buyer
shall have three (3) business days from its receipt of such request to give
Seller notice of its approval or disapproval of such matter. If Buyer does not
give such notice, and such failure continues for three (3) business days after
a second written request from Seller, then such matter shall be deemed approved
by Buyer.


	14.	 	Default



	 	14.1	 	LIQUIDATED DAMAGES — DEPOSIT. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY TO BUYER
IS NOT CONSUMMATED AS A RESULT OF BUYER’S DEFAULT UNDER THIS
AGREEMENT AFTER THE SATISFACTION OF ALL CONDITIONS TO BUYER’S
OBLIGATIONS UNDER THIS AGREEMENT AND THAT DEFAULT IS NOT CURED
WITHIN TWO (2) BUSINESS DAYS AFTER NOTICE FROM SELLER, SELLER
SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER’S LIQUIDATED
DAMAGES AS ITS SOLE REMEDY, EXCEPT AS PROVIDED IN THIS SECTION
14.1. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND
EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY
SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF
THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE
CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED
DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE
ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF
SUCH FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT
LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’
FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY
OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES
ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT
INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL
CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE
SECTIONS 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR
INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED
DAMAGES PROVISION CONTAINED IN THIS SECTION.



	 	 	 	 	 
	 	 	
	 	

	 	 	
SELLER’S INITIALS
	 	BUYER’S INITIALS





	 	14.2	 	Seller’s Default. If, after the expiration of the Due Diligence Period but
prior to the Close of Escrow, any of the representations and warranties of
Seller become untrue, Seller shall have until the Close of Escrow to cure such
representation or provide a credit to Buyer, satisfactory to Buyer for the cost
of such cure. If Seller does not complete the cure by the Close of Escrow and Buyer is
unable to accept the Property in its uncured condition with the credit as
a result of regulations imposed on Buyer as a regulated thrift, then the
Closing Date shall be extended for up to ninety (90) days to allow Seller
a reasonable time to cure the representation. Seller shall diligently
pursue such cure. If Seller fails to cure such representation within the
ninety (90) day period then Buyer shall have the remedies available in
next sentence for failure to perform covenants. If Seller shall have
materially failed to perform any of the Seller’s covenants within two (2)
business days after notice to Seller that such covenants have not been
performed within the time contained herein, Buyer may, in either case as
its sole remedy (i) terminate Buyer’s obligations under this Agreement by
written notice to Seller and Escrow Holder, in which event the Deposit
shall be returned to Buyer by Escrow Holder and Seller shall reimburse
Buyer its actual, documented out-of-pocket costs incurred in connection
with its investigation and purchase of the Property, not to exceed
$80,000 or (ii) obtain specific performance of this Agreement and
attorneys’ fees and costs to the extent available under the terms of
Section 16 of this Agreement, provided that Buyer is ready, willing and
able to purchase the Property on the Close of Escrow and such ability is
evidenced by the delivery of the Purchase Price to Escrow Holder or
delivery of a commitment from Buyer’s lender or other evidence of Buyer’s
ability to fund the Purchase Price on the Close of Escrow.



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	 	14.3	 	No Contesting Liquidated Damages. As material consideration to each
party’s agreement to the liquidated damages provisions stated above, each
party hereby agrees to waive any and all rights whatsoever to contest the
validity of the liquidated damage provisions for any reason whatsoever,
including, but not limited to, that such provision was unreasonable under
circumstances existing at the time this Agreement was made.



	15.	 	Waiver of Trial by Jury. Seller and Buyer, to the extent they may legally
do so, hereby expressly waive any right to trial by jury of any claim, demand,
action, cause of action, or proceeding arising under or with respect to this
Agreement, or in any way connected with, or related to, or incidental to, the
dealings of the parties hereto with respect to this Agreement or the
transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and irrespective of whether sounding in contract, tort, or
otherwise. To the extent they may legally do so, Seller and Buyer hereby agree
that any such claim, demand, action, cause of action, or proceeding shall be
decided by a court trial without a jury and that any party hereto may file an
original counterpart or a copy of this section with any court as written
evidence of the consent of the other party or parties hereto to waiver of its
or their right to trial by jury.



	16.	 	Attorneys’ Fees. If any action or proceeding is commenced by either party
to enforce their rights under this Agreement or to collect damages as a result
of the breach of any of the provisions of this Agreement, the prevailing party
in such action or proceeding, including any bankruptcy, insolvency or appellate
proceedings, shall be entitled to recover all reasonable costs and expenses,
including, without limitation, reasonable attorneys’ fees and court costs, in
addition to any other relief awarded by the court.



	17.	 	Notices. All notices or other communications required under this Agreement
shall be in writing and shall be personally delivered or sent by registered or
certified mail, postage prepaid, return receipt requested, delivered or sent
via an overnight courier service with charges prepaid and shall be deemed
received upon the earlier of: (a) if delivered personally or via overnight
courier, the date of delivery, or (b) if mailed, upon the date of receipt as
disclosed on the return receipt. All notices to Seller, Buyer and Escrow Holder
shall be sent to such party’s address as set forth in the Summary. The
foregoing addresses may be changed by written notice given in accordance with
this Section. If the date on which any notice to be given hereunder falls on a
Saturday, Sunday or legal holiday, then such date shall automatically be
extended to the next business day immediately following such Saturday, Sunday
or legal holiday.



	18.	 	Amendment; Complete Agreement. All amendments and supplements to this
Agreement must be in writing and executed by Buyer and Seller. This Agreement
contains the entire agreement and understanding between Buyer and Seller
concerning the subject matter of this Agreement and supersedes all prior
agreements, terms, understandings, conditions, representations and warranties,
whether written or oral, made by Buyer or Seller concerning the Property or the
other matters which are the subject of this Agreement. This Agreement has been
drafted through a joint effort of the parties and their counsel and, therefore,
shall not be construed in favor of or against either of the parties.



	19.	 	Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California.



	20.	 	Severability. If any provision of this Agreement or application thereof to
any person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement (including the application of such provision to
persons or circumstances other than those to which it is held invalid or
unenforceable) shall not be affected thereby, and each provision of this
Agreement shall be valid and enforced to the fullest extent permitted by law.



	21.	 	Counterparts, Headings, and Defined Terms. This Agreement may be executed
in counterparts, each of which shall be an original, but all of which together
shall constitute one agreement. The headings to sections of this Agreement are
for convenient reference only and shall not be used in interpreting this
Agreement.



	22.	 	Time of the Essence. Time is of the essence of this Agreement.



	23.	 	Waiver. No waiver by Buyer or Seller of any of the terms or conditions of
this Agreement or any of their respective rights under this Agreement shall be
effective unless such waiver is in writing and signed by the party charged with
the waiver.



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	24.	 	Third Parties. This Agreement is entered into for the sole benefit of Buyer
and Seller and their respective permitted successors and assigns. No party
other than Buyer and Seller and such permitted successors and assigns shall
have any right of action under or rights or remedies by reason of this
Agreement.



	25.	 	Additional Documents. Each party agrees to perform any further acts and to
execute and deliver such further documents which may be reasonably necessary to
carry out the terms of this Agreement.



	26.	 	Independent Counsel. Buyer and Seller each acknowledge that: (i) they have
been represented by independent counsel in connection with this Agreement; (ii)
they have executed this Agreement with the advice of such counsel; and (iii)
this Agreement is the result of negotiations between the parties hereto and the
advice and assistance of their respective counsel. The fact that this Agreement
was prepared by Seller’s counsel as a matter of convenience shall have no
import or significance. Any uncertainty or ambiguity in this Agreement shall
not be construed against Seller because Seller’s counsel prepared this
Agreement in its final form.



	27.	 	Assignment. Upon written notice at least five (5) business days prior to
the Closing Date, Buyer may assign its rights under this Agreement to any
entity that controls, is under common control with, or is controlled by Buyer
without Seller’s consent. Other than is provided in the first sentence of this
Section 27, Buyer shall not assign this Agreement without Seller’s prior
written consent, which consent may be withheld in Seller’s sole and absolute
discretion. Any purported assignment in violation of the terms of this
Agreement shall be void. Notwithstanding the foregoing, Buyer may assign this
Agreement without Seller’s consent to an entity wholly owned by Buyer so long
as Buyer provides notice of such assignment no later than 5 business days prior
to the Close of Escrow so that all closing documents can be modified to reflect
such assignment.



	28.	 	Successors and Assigns. This Agreement shall be binding upon and inure to
the benefits of the heirs, successors and assigns of the parties hereto.



	29.	 	Exhibits. Each reference to a Section or Exhibit in this Agreement shall
mean the sections of this Agreement and the exhibits attached to this
Agreement, unless the context requires otherwise. Each such exhibit is
incorporated herein by this reference.



	30.	 	Duty of Confidentiality. Buyer and Seller represent and warrant that each
shall keep all information and/or reports obtained from the other, or related
to or connected with the Property, the other party, or this transaction,
confidential and will not disclose any such information to any person or
entity, with the exception of the officers, directors, employees, partners,
agents, consultants or lenders of such party or as may otherwise be required by
law, without obtaining the prior written consent of the other party, which
consent shall not be unreasonably withheld, conditioned or delayed.



	31.	 	Survival. Except as specifically set forth in this Agreement, none of the
representations, warranties or indemnities set forth herein shall survive the
Close of Escrow.



	32.	 	Tax-Deferred Exchange. Either party shall be permitted to assign its
obligations under this Agreement to an intermediary for the purpose of
effectuating a tax-deferred exchange, so long as such assignment shall not (a)
delay or extend the Closing Date, or (b) require the other party to assume any
additional obligations, incur any out-of-pocket expenses, or take title to any
other property. Neither party shall be, in any way, responsible or liable for
the tax or other consequences of the tax-deferred exchange (or attempted
tax-deferred exchange) effected by the other party.



	33.	 	No Effect Until Mutual Execution and Delivery. The preparation and/or
delivery of unsigned drafts of this Agreement shall not create any legally
binding rights in the Property and/or obligations of the parties, and Buyer and
Seller acknowledge that this Agreement shall be of no effect until it is duly
executed and delivered by both Buyer and Seller. Buyer understands and agrees
that Seller shall have the right to continue to market the Property and/or to
negotiate with other potential Buyers of the Property until the expiration of
the Due Diligence Period and the satisfaction or waiver in writing of all
conditions to the obligations of Buyer under this Agreement.



[The next page is the signature page.]




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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
date first above written.



	 	 	 	 	 
	 	 	SELLER:
	 	 	 	 	 
	 	 	MS PASADENA, LLC,
	 	 	a Delaware limited liability company
	 	 	 	 	 
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	 
	 	 	BUYER:
	 	 	 	 	 
	 	 	INDYMAC BANK, F.S.B.,
	 	 	a Federal Savings Bank,
	 	 	 	 	 
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	






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EXHIBIT A




LEGAL DESCRIPTION










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DESCRIPTION




Page 1

Order No. 21057665



PARCEL 1:



THAT PORTION OF THE RANCHO SANTA ANITA, IN THE CITY OF PASADENA, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:



BEGINNING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE IN THE EASTERLY LINE
OF HALSTEAD STREET HAVING A BEARING OF SOUTH 1 DEGREES 01 MINUTES 15 SECONDS
EAST, AS DESCRIBED IN DEED RECORDED ON SEPTEMBER 24, 1952 AS INSTRUMENT NO.
2925 IN BOOK 39918 PAGE 306, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY; THENCE ALONG SAID EASTERLY LINE, NORTH 1 DEGREES 01
MINUTES 15 SECONDS WEST 577.95 FEET TO THE SOUTHWESTERLY CORNER OF THE LAND
DESCRIBED IN LEASE EXECUTED BY HASTINGS RANCH VILLAGE, A CORPORATION, AS
LESSOR, AND COMET THEATER ENTERPRISES, INC., A CORPORATION, AS LESSEE, RECORDED
JUNE 15, 1950 AS INSTRUMENT NO. 2184 IN BOOK 33399 PAGE 194, OFFICIAL RECORDS
OF
SAID COUNTY; THENCE ALONG THE SOUTHERLY LINE OF SAID LAST MENTIONED LAND, NORTH
88 DEGREES 58 MINUTES 45 SECONDS EAST 600.61 FEET; THENCE SOUTH 1 DEGREES 01
MINUTES 15 SECONDS EAST TO THE NORTHERLY LINE OF FOOTHILL BOULEVARD, AS
DESCRIBED IN DEED RECORDED ON DECEMBER 21, 1950 AS INSTRUMENT NO. 3240 IN BOOK
35136 PAGE 260, OFFICIAL RECORDS; THENCE ALONG SAID NORTHERLY LINE, SOUTH 88
DEGREES 58 MINUTES 45 SECONDS WEST TO THE NORTHEASTERLY LINE OF SAID HALSTEAD
STREET; THENCE THEREON NORTH 46 DEGREES 01 MINUTES 15 SECONDS WEST 24.04 FEET
TO THE POINT OF BEGINNING.



PARCEL 2:



AT EASEMENT APPURTENANT TO PARCEL 1
OVER, ALONG, ACROSS AND UNDER A STRIP OF LAND 6
FEET
IN WIDTH, MEASURED AT RIGHT ANGLES, FOR STORM DRAIN PURPOSES, FOR THE
INSTALLATION OF A 15 INCH REINFORCED CONCRETE PIPE TO BE LAYED BELOW THE
EXISTING SURFACE OF THE GROUND IN RANCHO SANTA ANITA, IN THE CITY OF PASADENA,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, THE CENTER LINE OF WHICH IS
DESCRIBED AS FOLLOWS:



BEGINNING AT A POINT IN A LINE WHICH IS DISTANT NORTH 88 DEGREES 58 MINUTES 45
SECONDS EAST 640.61 FEET (MEASURED ALONG OR PARALLEL WITH THE HEREINAFTER
MENTIONED NORTH LINE OF FOOTHILL BOULEVARD) FROM AND PARALLEL WITH THE CENTER
LINE OF HALSTEAD STREET, 80 FEET WIDE, AS DESCRIBED IN DEED TO THE CITY OF
PASADENA, RECORDED SEPTEMBER 24, 1952 AS INSTRUMENT NO. 2925 IN BOOK 39918 PAGE
306, OFFICIAL RECORDS OF SAID COUNTY, SAID POINT OF BEGINNING IS NORTH 1
DEGREES 01 MINUTES 15 SECONDS WEST 347.95 FEET FROM THE NORTH LINE OF FOOTHILL
BOULEVARD, 92 FEET WIDE, AS SHOWN ON COUNTY SURVEYOR’S MAP NO. B-190, SHEET 2,
ON FILE ON THE OFFICE OF THE COUNTY SURVEYOR OF SAID COUNTY; THENCE NORTH 88
DEGREES 58 MINUTES 45 SECONDS EAST 3 FEET; THENCE SOUTH 28 DEGREES 51 MINUTES
41 SECONDS EAST 81.37 FEET; THENCE SOUTH 1 DEGREES 01 MINUTES 15 SECONDS EAST 5
FEET, MORE OR LESS, TO THE WESTERLY END OF AS EXISTING 18 INCH CORRUGATED METAL
DRAINAGE PIPE.














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Pasadena Corporate Center

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EXHIBIT B




DUE DILIGENCE DOCUMENTS




Buyer acknowledges receipt of the following documents:



	 	 	 
	Rent Roll	 	Rent Roll dated 7/23/03
	 	 	 
	Tenant Expense Reimbursement Schedules	 	
June 2002 to May 2003 Estimated Operating
Expenses and Base Years
	 	 	 
	Base Year Expense Amounts by Tenant	 	
2001 Actuals and 2002 Base Year Calculations
	 	 	 
	Tenant Recovery Letters for most Recent Year	 	
2002/2003 IndyMac Bank Reconciliation;
2003/2004 Estimate
	 	 	 
	Commencement Letters	 	
Commencement Letter for Tetra Tech, Inc.
	 	 	 
	Property Tax Bills	 	
Los Angeles County Secured Property Tax Bills —
for Tax Years 2002/2003, 2001/2002, and
2000/2001
	 	 	 
	Parking Agreement	 	
Parking Management Agreement dated 8/20/92
between MS Pasadena, LLC and Parking Network,
Inc.
	 	 	 
	Parking Breakdown by Tenant	 	
2003 INDYMAC Parking; Pasadena Corporate
Park Parking Allocation; Pasadena Parking
Analysis
	 	 	 
	 	 	
Letters dated 6/23/03, 12/16/02, 6/26/02, and
6/21/02
	 	 	 
	Operating Statements (3 years), YTD Result	 	
Year End 2002 and Year End 2001 Operating
Statements (2001 in Kearny Monthly Report — Year
End 12/15/01 — including Rent Roll
	 	 	 
	Accounts Payable/Receivable	 	
Kearny Monthly Report — Year End 12/15/01 —
including Aged Delinquency Report
	 	 	 
	Base Year Expense Amounts by Tenant	 	
2001 Actuals and 2002 Base Year Calculations
	 	 	 
	Utility Bills — Monthly YTD and prior 12 months	 	
For All Buildings:

The Gas Co.: 11/7/01-12/10/02, 1/13/03-6/11/03

The City of Pasadena (Electric, Water, Sewer:
	 	 	
11/27/01-7/24/03





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	Certificates of Occupancy	 	
3505 E. Foothill Blvd.; Permit No. BLD2001-00619; Parcel No. 5757-022-014; New
Construction of Cast In Place Concrete Parking
Structure 1/1/2 Levels 128,831 Sq.; Dated March
25, 2002

3465 E Foothill Blvd.; Permit No. BLD2000-00467 Parcel 5757-022-014; Tenant Improvement
Of Three Floors (One Tenant) approximately
129,000 Sq. Ft.; Dated 3/20/01

3465 E. Foothill Blvd; Permit No. 99-02475; Int &
Ext Renovations & Add 13,885 Sq. Ft; Dated
6/15/00

3475 E. Foothill Blvd; Permit No.: BLD2003-00368; Parcel No. 5757-022-014; All Interior
Tenant Improvement 1st Floor Indymac Bank;
Dated 7/03/03
	 	 	 
	Licenses and Permits	 	
Elevator Permit — Elevator # 117681 — Permit
effective from 9/22/03 through 7/8/04 — issued by
State of California, Department of Industrial
Relations, Division of Occupational Safety and
Health
	 	 	 
	Proof of Insurance	 	
Certificate of Liability Insurance — coverage with
American Home Assurance and National Union
Fire Insurance Company — #GS457-06-91 and
#BE2860397 — coverage period from 6/15/03
through 6/15/04; Evidence of Property Insurance —
coverage with Lexington, Nutmeg, Empire
Indemnity, Lloyds, Sirius Indemnity, ICW, and
Hartford — coverage period from 6/15/03 through
6/15/04
	 	 	 
	Existing Building Inspection Report	 	
Property Evaluation of The Pasadena Corporate
Center, prepared by Bear Stearns & Company,
dated April 2003
	 	 	 
	Site Plan/Survey (Blueprint or 8.5x11)	 	
Project Site Plan, prepared by House & Robertson
Architects, Inc.
	 	 	 
	Floor Calculations/Plans (Reduced 8.5x11)	 	
Floor Plans prepared by House & Robertson
Architects, Inc.
	 	 	 
	Engineering, Physical Inspection,

Assessments/Reports	 	
Structural Evaluation & PML Estimate, prepared by

Nabih Youssef & Associates, dated 4/23/03
	 	 	 
	Environmental Assessment Report (Phase 1)	 	
Phase I Environmental Site Assessment prepared
by MFG, Inc., dated 4/30/03
	 	 	 
	 	 	
Asbestos Abatement Close-Out Documentation —
Buildings 101, 102, and 110, 250-300 N. Halstead
St., Pasadena, CA — prepared by KR
Environmental Services, Inc., dated 10/12/01





October 31, 2003


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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California



	 	 	 
	Seismic Report	 	
Structural Evaluation & PML Estimate, prepared by

Nabih Youssef & Associates, dated 4/23/03
	 	 	 
	Conditional Use Permits	 	
For Pei Wei and Nextel uses





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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California





EXHIBIT C




NON-TERMINABLE CONTRACTS





	 	 	 
	Elevators — Passenger / Freight — 3475	 	
Schindler Elevator Corporation
	FLS Monitoring — 3455 E. Foot	 	
Pyro-Comm Systems, Inc.
	FLS Monitoring — 3465	 	
Pyro-Comm Systems, Inc.
	FLS Monitoring — 3475	 	
Pyro-Comm Systems, Inc.
	FLS Monitoring — Garage	 	
Pyro-Comm Systems, Inc.





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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California





EXHIBIT D




DEED



	 	 	 
	RECORDING REQUESTED BY AND

WHEN RECORDED MAIL THIS

DEED	 	 
	 
	 
	 
	 
	 
	 	 	
(Space Above for Recorder’s Use Only)





GRANT DEED


State of California

County of Los Angeles


Documentary Transfer Tax Shown
by Separate Affidavit Not of Record


THIS GRANT DEED is made this _______ day of _______, 2003, by MS PASADENA, LLC
a Delaware limited liability company (“Grantor”), to INDYMAC BANK, F.S.B., a
Federal Savings Bank, (“Grantee”).


WHEREAS, Grantor holds legal title to certain property more particularly
described in Exhibit A hereto (the “Property”); and


WHEREAS, Grantor desires to convey to Grantee in fee simple all of its right,
title and interest in and to the Property.


NOW THEREFORE in consideration of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
Grantor, Grantor does hereby grant, bargain, sell and convey unto Grantee in
fee simple the Property.


TOGETHER WITH all and singular the ways, easements, rights, privileges and
appurtenances thereto or in any way appertaining, all improvements thereon and
all the estate, right, title, interest and claim, either at law or in equity,
of Grantor in the said Property.


However, this conveyance is made subject to the liens securing payment of ad
valorem taxes for the current and all subsequent years, as well as to those
matters of record, or matters that could be disclosed by a visual inspection or
accurate survey of the Property, as of the date hereof.


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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


IN WITNESS WHEREOF, Grantor has caused this Deed to be executed by its
representative thereunto duly authorized as of the day and year first above
written.



	 	 	 	 	 
	 	 	MS PASADENA, LLC
	 	 	a Delaware limited liability company
	 	 	
 	 	 
	 	 	
 	 	 
	 	 	
By:
	 	EXHIBIT — DO NOT SIGN
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	






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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California



STATE OF __________________________)

                     
                     
                     
      ) ss.


COUNTY OF ________________________)


On __________, before me, _______________, a Notary
Public in and for said state, personally appeared __________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument, the person, or the entity upon behalf
of which the person acted, executed the instrument.


WITNESS my hand and official seal.



	 
	

	Notary Public in and for said State





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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California





EXHIBIT “A”

TO GRANT DEED




LEGAL DESCRIPTION














D-4







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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California





EXHIBIT E




PRELIMINARY TITLE REPORT













E-1









Table of Contents







	 	 	 
	 	 	


	 	 	
PRELIMINARY REPORT
	 	 	
Dated as of: October 19, 2003 at 7:30 AM
	 	 	
Order No.: 21057665 - X59






	 	 	 
	Reference:	 	
250 N. HALSTEAD ST.
	Regarding:	 	
250 N. HALSTEAD ST.
	 	 	
PASADENA, CA





CHICAGO
TITLE COMPANY hereby reports that it is prepared to issue, or cause to
be issued, as of the date hereof, a Policy or Policies of Title Insurance
describing the land and the estate or interest therein hereinafter set forth,
insuring against loss which may be sustained by reason of any defect, lien or
encumbrance not shown or referred to as an Exception in Schedule B or not
excluded from coverage pursuant to the printed Schedules, Conditions and
Stipulations of said Policy forms.


The Printed Exceptions and Exclusions from the coverage of said Policy or
Policies are set forth in the attached list. Copies of the Policy forms are
available upon request.


Please read the exceptions shown or referred to in Schedule B and the
exceptions and exclusions set forth in the attached list of this report
carefully. The exceptions and exclusions are meant to provide you with notice
of matters which are not covered under the terms of the title insurance policy
and should be carefully considered. It is important to note that this
preliminary report is not a written representation as to the condition of title
and may not list all liens, defects, and encumbrances affecting title to the land.


THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE
PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO
LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR
TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD
BE REQUESTED.


The form of policy of title insurance contemplated by this report is:


     CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY



	 	 	 
	Title Department:	 	 
	
	 	


	CHICAGO TITLE COMPANY	 	 
	700 S. FLOWER ST., #900	 	 
	LOS ANGELES, CA 90017	 	 
	(213) 488-4300 Fax:	 	 





CLARK MCKINNON

X59














Table of Contents




SCHEDULE A



ORDER NO:
21057665 X59                                                       Your
Ref: 250 N. HALSTEAD ST.









1. The estate or interest in the land
hereinafter described or referred to covered by this report is:




A FEE AS TO PARCEL 1;




AN EASEMENT MORE FULLY DESCRIBED BELOW AS TO
PARCEL 2.





2. Title to said estate or interest at the
date hereof is vested in:




MS PASADENA, LLC, A DELAWARE LIMITED LIABILITY
COMPANY




		
	3. 	
    The land referred to in this report is situated
    in the State of California, County of LOS ANGELES and is
    described as follows:
    





SEE ATTACHED DESCRIPTION





 







Table of Contents




Page 1




Order No. 21057665





DESCRIPTION



PARCEL 1:



THAT PORTION OF THE RANCHO SANTA ANITA, IN THE
CITY OF PASADENA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
DESCRIBED AS FOLLOWS:




BEGINNING AT THE SOUTHERLY TERMINUS OF THAT
CERTAIN COURSE IN THE EASTERLY LINE OF HALSTEAD STREET HAVING A
BEARING OF SOUTH 1 DEGREES 01 MINUTES 15 SECONDS
EAST, AS DESCRIBED IN DEED RECORDED ON SEPTEMBER 24, 1952
AS INSTRUMENT NO. 2925 IN BOOK 39918 PAGE 306,
OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY; THENCE ALONG SAID EASTERLY LINE, NORTH 1 DEGREES
01 MINUTES 15 SECONDS WEST 577.95 FEET TO THE
SOUTHWESTERLY CORNER OF THE LAND DESCRIBED IN LEASE EXECUTED BY
HASTINGS RANCH VILLAGE, A CORPORATION, AS LESSOR, AND COMET
THEATER ENTERPRISES, INC., A CORPORATION, AS LESSEE,
RECORDED JUNE 15, 1950 AS INSTRUMENT NO. 2184 IN
BOOK 33399 PAGE 194, OFFICIAL RECORDS OF SAID COUNTY;
THENCE ALONG THE SOUTHERLY LINE OF SAID LAST MENTIONED LAND,
NORTH 88 DEGREES 58 MINUTES 45 SECONDS EAST
600.61 FEET; THENCE SOUTH 1 DEGREES 01 MINUTES
15 SECONDS EAST TO THE NORTHERLY LINE OF FOOTHILL
BOULEVARD, AS DESCRIBED IN DEED RECORDED ON DECEMBER 21,
1950 AS INSTRUMENT NO. 3240 IN BOOK 35136
PAGE 260, OFFICIAL RECORDS; THENCE ALONG SAID NORTHERLY
LINE, SOUTH 88 DEGREES 58 MINUTES 45 SECONDS WEST
TO THE NORTHEASTERLY LINE OF SAID HALSTEAD STREET; THENCE
THEREON NORTH 46 DEGREES 01 MINUTES 15 SECONDS
WEST 24.04 FEET TO THE POINT OF BEGINNING.




PARCEL 2:



AN EASEMENT APPURTENANT TO PARCEL 1 OVER,
ALONG, ACROSS AND UNDER A STRIP OF LAND 6 FEET IN WIDTH,
MEASURED AT RIGHT ANGLES, FOR STORM DRAIN PURPOSES, FOR THE
INSTALLATION OF A 15 INCH REINFORCED CONCRETE PIPE TO BE
LAYED BELOW THE EXISTING SURFACE OF THE GROUND IN RANCHO
SANTA ANITA, IN THE CITY OF PASADENA, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, THE CENTER LINE OF WHICH
IS DESCRIBED AS FOLLOWS:




BEGINNING AT A POINT IN A LINE WHICH IS DISTANT
NORTH 88 DEGREES 58 MINUTES 45 SECONDS EAST
640.61 FEET (MEASURED ALONG OR PARALLEL WITH THE
HEREINAFTER MENTIONED NORTH LINE OF FOOTHILL BOULEVARD) FROM AND
PARALLEL WITH THE CENTER LINE OF HALSTEAD STREET, 80 FEET
WIDE, AS DESCRIBED IN DEED TO THE CITY OF PASADENA, RECORDED
SEPTEMBER 24, 1952 AS INSTRUMENT NO. 2925 IN
BOOK 39918 PAGE 306, OFFICIAL RECORDS OF SAID COUNTY,
SAID POINT OF BEGINNING IS NORTH 1 DEGREES 01 MINUTES
15 SECONDS WEST 347.95 FEET FROM THE NORTH LINE OF
FOOTHILL BOULEVARD, 92 FEET WIDE, AS SHOWN ON COUNTY
SURVEYOR’S MAP NO. B-190, SHEET 2, ON FILE IN THE
OFFICE OF THE COUNTY SURVEYOR OF SAID COUNTY; THENCE NORTH
88 DEGREES 58 MINUTES 45 SECONDS EAST
3 FEET; THENCE SOUTH 28 DEGREES 51 MINUTES
41 SECONDS EAST 81.37 FEET; THENCE SOUTH
1 DEGREES 01 MINUTES 15 SECONDS EAST 5 FEET,
MORE OR LESS, TO THE WESTERLY END OF AS EXISTING 18 INCH
CORRUGATED METAL DRAINAGE PIPE.








Table of Contents




SCHEDULE B



Page 1




Order No.: 21057665
X59                                                            Your
Ref: 250 N. HALSTEAD ST.





At the date hereof exceptions to coverage in
addition to the printed Exceptions and Exclusions in the policy
for designated on the face page of this Report would be as
follows:




	 	 	 	 	 
	
    AH
    	 	
    1.
    	 	
    PROPERTY TAXES, INCLUDING ANY PERSONAL PROPERTY
    TAXES AND ANY ASSESSMENTS COLLECTED WITH TAXES, FOR THE FISCAL
    YEAR 2003-2004.
    





	 	 	 	 
	 	
    1ST INSTALLMENT:
    	 	
    $102,988.89
    
	 	
    PENALTY:
    	 	
    $10,298.88 (DUE AFTER DECEMBER 10)
    
	 	
    2ND INSTALLMENT:
    	 	
    $102,988.88
    
	 	
    PENALTY AND COST:
    	 	
    $10,308.89 (DUE AFTER APRIL 10)
    
	 	
    HOMEOWNERS EXEMPTION:
    	 	
    $NONE
    
	 	
    CODE AREA:
    	 	
    7500
    
	 	
    ASSESSMENT NO:
    	 	
    5757-022-014
    





	 	 	 	 	 
	
    C
    	 	
    2.
    	 	
    THE LIEN OF SUPPLEMENTAL OR ESCAPED ASSESSMENTS
    OF PROPERTY TAXES, IF ANY, MADE PURSUANT TO THE PROVISIONS OF
    PART 0.5, CHAPTER 3.5 OR PART 2, CHAPTER 3,
    ARTICLES 3 AND 4 RESPECTIVELY (COMMENCING WITH
    SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE
    OF CALIFORNIA AS A RESULT OF THE TRANSFER OF TITLE TO THE VESTEE
    NAMED IN SCHEDULE A; OR AS A RESULT OF CHANGES IN OWNERSHIP
    OR NEW CONSTRUCTION OCCURRING PRIOR TO DATE OF POLICY.
    
	
    D
    	 	
    3.
    	 	
    THE RIGHT TO EXTEND AND MAINTAIN 1 1/2 TO 1
    EXCAVATION SLOPES ON LAND ADJACENT TO LAND CONVEYED TO STATE OF
    CALIFORNIA (FOOTHILL BOULEVARD), BEYOND LIMITS OF SAID LAND OF
    STATE OF CALIFORNIA, WHERE REQUIRED FOR CONSTRUCTION AND
    MAINTENANCE OF 52 FOOT WIDTH OF ROADBED, PROVIDED THAT SUCH
    SLOPES SHALL NOT BE EXTENDED MORE THAN 10 FEET NORTHERLY
    MEASURED AT RIGHT ANGLES FROM NORTHERLY LINE OF SAID LAND OF
    STATE OF CALIFORNIA, AS CONVEYED TO THE STATE OF CALIFORNIA, IN
    DEEDS RECORDED DECEMBER 21, 1950 AS INSTRUMENT
    NOS. 3240 AND 3241.
    
	
    E
    	 	
    4.
    	 	
    A RELEASE AND AGREEMENT WHEREIN THE HASTING RANCH
    VILLAGE, A CORPORATION, WAIVED CLAIMS FOR ANY AND ALL DAMAGES
    THAT MAY BE SUFFERED BY REASON OF THE CONSTRUCTION OF THE
    ROADWAY ALONG THE SOUTH LINE OF SAID LAND, TOGETHER WITH SLOPES,
    ETC., AS PROVIDED IN THE DEEDS LAST ABOVE MENTIONED.
    
	
    F
    	 	
    5.
    	 	
    AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND
    RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT
    





	 	 	 	 
	 	
    GRANTED TO:
    	 	
    THE CITY OF PASADENA
    
	 	
    PURPOSE:
    	 	
    ELECTRIC AND TELEPHONE FACILITIES
    
	 	
    RECORDED:
    	 	
    AUGUST 22, 1957 AS INSTRUMENT NO. 3079
    
	 	
    AFFECTS:
    	 	
    THE NORTHERLY 6 FEET.
    





	 	 	 	 	 
	
    G
    	 	
    6.
    	 	
    A LEASE AFFECTING THE PREMISES HEREIN DESCRIBED,
    EXECUTED BY AND BETWEEN
    






 







Table of Contents




SCHEDULE B



(continued)




Page 2




Order No: 21057665
X59                                                            Your
Ref: 250 N. HALSTEAD ST.





		
		
    THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS,
COVENANTS, CONDITIONS AND PROVISIONS SET FORTH THEREIN.    





	 	 	 	 
	 	
    LESSOR:
    	 	
    ORRIN K. EARL AND SARILDA R. EARL, HUSBAND AND WIFE
    
	 	
    LESSEE:
    	 	
    ELECTRO OPTICAL SYSTEMS, INC., A CORPORATION
    
	 	
    
    RECORDED:
    

    	 	
    MARCH 12, 1962 AS INSTRUMENT NO. 1359
    





		
	H	
    AN AGREEMENT TO AMEND OR MODIFY CERTAIN
    PROVISIONS OF SAID LEASE, AS SET FORTH IN THE DOCUMENT EXECUTED
    BY:
    





	 	 	 	 
	 	
    AS LESSOR:
    	 	
    TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
    AMERICA, A NEW YORK CORPORATION
    
	 	
    
    AS LESSEE:
    

    	 	
    ELECTRO-OPTICAL SYSTEMS, INC., A CALIFORNIA
    CORPORATION
    
	 	
    
    RECORDED:
    

    	 	
    JANUARY 15, 1965 AS INSTRUMENT NO. 4245
    





		
	I	
    THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY
    SAID LEASE AND OTHER MATTERS AFFECTING THE INTEREST OF THE
    LESSEE ARE NOT SHOWN HEREIN.
    





	 	 	 	 
	J	
    AFFECTS:
    	 	
    THE HEREIN DESCRIBED LAND AND OTHER LAND.
    





	 	 	 	 	 	 
	K	
    7.	 	
    AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS
INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT






	 	 	 	 
	 	
    GRANTED TO:
    	 	
    CALIFORNIA WATER & TELEPHONE COMPANY, A
CORPORATION
    
	 	
    PURPOSE:
    	 	
    TELEPHONE UNDERGROUND CONDUITS AND CABLE SYSTEM
    
	 	
    RECORDED:	 	
    OCTOBER 15, 1962 AS INSTRUMENT NO. 5994
	 	
    AFFECTS:	 	
    3 FOOT ON EACH SIDE OF THE FOLLOWING DESCRIBED
LINES:



BEGINNING AT A POINT ON THE EASTERLY LINE OF HALSTEAD STREET, SAID
POINTS BEING DISTANT NORTHERLY FROM THE SOUTHWEST CORNER OF THE NORTH
250 FEET, 11.00 FEET; THENCE NORTH 88 DEGREES
58 MINUTES 45 SECONDS EAST, A DISTANCE OF 260.00 FEET;
ALSO BEGINNING AT A POINT ON THE ABOVE DESCRIBED CENTER LINE, SAID
POINT BEING DISTANT NORTH 88 DEGREES 58 MINUTES
45 SECONDS EAST 245.00 FEET FROM THE EASTERLY LINE OF
HALSTEAD STREET; THENCE NORTH 1 DEGREES 01 MINUTES
15 SECONDS WEST, A DISTANCE OF 49.00 FEET.






	 	 	 	 	 	 
	L	
    8.	 	
    A LEASE AFFECTING THE PREMISES HEREIN DESCRIBED,
EXECUTED BY AND BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS,
COVENANTS, CONDITIONS AND PROVISIONS SET FORTH THEREIN.






	 	 	 	 
	 	
    LESSOR:	 	
    TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA
    








 







Table of Contents




SCHEDULE B



(continued)




Page 3




Order No: 21057665
X59                                                            Your
Ref: 250 N. HALSTEAD ST.





	 	 	 
	
    LESSEE:
    	 	
    ELECTRO-OPTICAL SYSTEMS, INC.
    
	
    
    RECORDED:
    

    	 	
    JANUARY 15, 1965 AS INSTRUMENT NO. 4246
    





		
	M	
    AN AGREEMENT TO AMEND OR MODIFY CERTAIN
    PROVISIONS OF SAID LEASE, AS SET FORTH IN THE DOCUMENT EXECUTED
    BY:
    





	 	 	 	 
	 	
    AS LESSOR:
    	 	
    TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
    AMERICA, A NEW YORK CORPORATION
    
	 	
    
    AS LESSEE:
    

    	 	
    ELECTRO-OPTICAL SYSTEMS, INC., A CALIFORNIA
    CORPORATION
    
	 	
    
    RECORDED:
    

    	 	
    MARCH 24, 1965 AS INSTRUMENT NO. 4015
    





		
	N	
    THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY
    SAID LEASE AND OTHER MATTERS AFFECTING THE INTEREST OF THE
    LESSEE ARE NOT SHOWN HEREIN.
    





	 	 	 
	
    O          AFFECTS:
    	 	
              THE
    HEREIN DESCRIBED LAND AND OTHER LAND.
    





		
	P   9.	
    A LEASE AFFECTING THE PREMISES HEREIN DESCRIBED,
    EXECUTED BY AND BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN
    TERMS, COVENANTS, CONDITIONS AND PROVISIONS SET FORTH THEREIN.
    





	 	 	 	 
	 	
    LESSOR:
    	 	
    TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
    AMERICA
    
	 	
    
    LESSEE:
    

    	 	
    ELECTRO-OPTICAL SYSTEMS, INC.
    
	 	
    
    RECORDED:
    

    	 	
    JANUARY 15, 1965 AS INSTRUMENT NO 4247
    





		
	Q	
    AN AGREEMENT TO AMEND OR MODIFY CERTAIN
    PROVISIONS OF SAID LEASE, AS SET FORTH IN THE DOCUMENT EXECUTED
    BY:
    





	 	 	 	 
	 	
    AS LESSOR:
    	 	
    TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
    AMERICA, A NEW YORK CORPORATION
    
	 	
    
    AS LESSEE:
    

    	 	
    ELECTRO-OPTICAL SYSTEMS, INC., A CALIFORNIA
    CORPORATION
    
	 	
    
    RECORDED:
    

    	 	
    MARCH 24, 1965 AS INSTRUMENT NO. 4014
    





		
	R	
    THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY
    SAID LEASE AND OTHER MATTERS AFFECTING THE INTEREST OF THE
    LESSEE ARE NOT SHOWN HEREIN.
    
	 
	S	
    AFFECTS: THE HEREIN DESCRIBED LAND AND OTHER LAND.
    
	 
	T   10.	
    AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND
    RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT
    






 







Table of Contents




SCHEDULE B



(continued)




Page 4




Order No: 21057665
X59                                                      Your
Ref: 250 N. HALSTEAD ST.





	 	 	 	 
	 	
    GRANTED TO:
    	 	
    CALIFORNIA WATER & TELEPHONE COMPANY, A
    CORPORATION
    
	 	
    
    PURPOSE:
    

    	 	
    A TELEPHONE UNDERGROUND CONDUITS AND CABLE SYSTEMS
    
	 	
    
    RECORDED:
    

    	 	
    JUNE 1, 1965 AS INSTRUMENT NO. 3338
    
	 	
    
    AFFECTS:
    

    	 	
    A STRIP OF LAND 10 FEET WIDE, DESCRIBED AS
    FOLLOWS:

    

    BEGINNING AT A POINT ON THE NORTHERLY LINE OF FOOTHILL
    BOULEVARD, SAID POINT BEING DISTANT WESTERLY FROM THE SOUTHEAST
    CORNER, 130.00 FEET; THENCE SOUTH 88 DEGREES
    58 MINUTES 45 SECONDS WEST ALONG THE NORTHERLY LINE OF
    FOOTHILL BOULEVARD, A DISTANT OF 12.83 FEET; THENCE NORTH
    39 DEGREES 50 MINUTES WEST, A DISTANCE OF
    53.58 FEET; THENCE NORTH 88 DEGREES 58 MINUTES
    45 SECONDS EAST, A DISTANCE OF 12.83 FEET; THENCE
    SOUTH 39 DEGREES 50 MINUTES EAST, A DISTANCE OF
    53.58  FEET TO THE POINT OF BEGINNING.
    





		
	U  11.	
    AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND
    RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT
    





	 	 	 	 
	 	
    GRANTED TO:
    	 	
    GENERAL TELEPHONE COMPANY OF CALIFORNIA, A
    CORPORATION
    
	 	
    
    PURPOSE:
    

    	 	
    UNDERGROUND CONDUITS, MANHOLES, CABLES, WIRES AND
    APPURTENANCES, FOR THE TRANSMISSION OF ELECTRIC ENERGY FOR
    COMMUNICATION AND OTHER PURPOSES
    
	 	
    
    RECORDED:
    

    	 	
    MAY 8, 1968 AS INSTRUMENT NO. 2831
    
	 	
    
    AFFECTS:
    

    	 	
    THE NORTH 3.0 FEET OF PARCEL 1.
    





		
	V  12.	
    A LIEN FOR UNSECURED PROPERTY TAXES FILED BY THE
    TAX COLLECTOR OF THE COUNTY SHOWN, FOR THE AMOUNT SET FORTH, AND
    ANY OTHER AMOUNTS DUE.
    





	 	 	 	 
	 	
    COUNTY:
    	 	
    LOS ANGELES
    
	 	
    
    FISCAL YEAR:
    

    	 	
    1996
    
	 	
    
    TAXPAYER:
    

    	 	
    TEACHERS INS. AND
    
	 	
    
    COUNTY IDENTIFICATION NUMBER:
    

    	 	
    96/49950273
    
	 	
    
    AMOUNT:
    

    	 	
    $84,443.82
    
	 	
    
    RECORDED:
    

    	 	
    MARCH 13, 1998 AS INSTRUMENT NO. 98-466076
    





		
	W  13.	
    A DEED OF TRUST TO SECURE AN INDEBTEDNESS IN THE
    ORIGINAL AMOUNT SHOWN BELOW
    





	 	 	 	 
	 	
    AMOUNT:
    	 	
    $28,300,000.00
    
	 	
    
    DATED:
    

    	 	
    MARCH 8, 1999
    
	 	
    
    TRUSTOR:
    

    	 	
    MS PASADENA, LLC, A DELAWARE LIMITED LIABILITY
    COMPANY
    
	 	
    
    TRUSTEE:
    

    	 	
    AMERICAN SECURITIES COMPANY, A CORPORATION
    
	 	
    
    BENEFICIARY:
    

    	 	
    WELLS FARGO BANK, N.A.
    






 







Table of Contents




SCHEDULE B



(continued)




Page 5




Order No: 21057665
X59                                                            Your
Ref: 250 N. HALSTEAD ST.





	 	 	 	 
	 	
    RECORDED:
    	 	
    MARCH 11, 1999 AS INSTRUMENT NO. 99-404433
    
	 	
    ORIGINAL LOAN NUMBER:
    	 	
    2035TZL
    





		
	X	
    AN AGREEMENT TO MODIFY THE TERMS AND PROVISIONS
    OF SAID DEED OF TRUST AS THEREIN PROVIDED
    





	 	 	 	 
	 	
    EXECUTED BY:
    	 	
    MS PASADENA, LLC. A DELAWARE LIMITED LIABILITY
    COMPANY AND WELLS FARGO BANK, N.A.
    
	 	
    RECORDED:
    	 	
    JUNE 26, 2001 AS INSTRUMENT NO. 01-1098482
    





		
	Y	
    AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:
    
	 	
 
	 	
    THAT THE INDEBTEDNESS UNDER SAID DEED OF TRUST
SHOULD BE $34,500,000.00.
    






		
	Z   14.	
    ANY CLAIM, WHICH ARISES OUT OF THE TRANSACTION
    VESTING IN THE INSURED THE ESTATE OR INTEREST INSURED BY THIS
    POLICY, BY REASON OF THE OPERATION OF FEDERAL BANKRUPTCY, STATE
    INSOLVENCY, OR SIMILAR CREDITORS’ RIGHTS LAWS, THAT IS
    BASED ON:
    





			
	 	(i)	
    THE TRANSACTION CREATING THE ESTATE OR INTEREST
    INSURED BY THIS POLICY BEING DEEMED A FRAUDULENT CONVEYANCE OR
    FRAUDULENT TRANSFER; OR
    
	 
	 	(ii)	
    THE TRANSACTION CREATING THE ESTATE OR INTEREST
    INSURED BY THIS POLICY BEING DEEMED A PREFERENTIAL TRANSFER
    EXCEPT WHERE THE PREFERENTIAL TRANSFER RESULTS FROM THE FAILURE:
    





			
	 	(A)	
    TO TIMELY RECORD THE INSTRUMENT OF TRANSFER; OR
    
	 
	 	(B)	
    OF SUCH RECORDATION TO IMPART NOTICE TO A
    PURCHASER FOR VALUE OR A JUDGMENT OR LIEN CREDITOR.
    





		
	AI  15.	
    A DOCUMENT ENTITLED “SUBORDINATION
    AGREEMENT; ACKNOWLEDGEMENT OF LEASE ASSIGNMENT, ESTOPPEL
    ATTORNMENT AND NON-DISTURBANCE AGREEMENT”, DATED
    FEBRUARY 3, 2003 EXECUTED BY MS PASADENA LLC, WELLS
    FARGO BANK, AND PEI WEI ASIAN DINER, INC., SUBJECT TO ALL THE
    TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED
    MAY 6, 2003 AS INSTRUMENT NO. 03-1282113.
    
	 
	AA	
    END OF SCHEDULE B
    
	 
	AB	
    NOTE NO. 1: THERE ARE NO CONVEYANCES AFFECTING
    SAID LAND, RECORDED WITHIN SIX (6) MONTHS OF THE DATE OF
    THIS REPORT.
    
	 
	AC	
    NOTE NO. 2: THE CHARGE FOR A POLICY OF TITLE
    INSURANCE, WHEN ISSUED THROUGH THIS TITLE ORDER, WILL BE BASED
    ON THE SHORT-TERM RATE.
    






 







Table of Contents





SCHEDULE B



(continued)




Page 6




Order No:
21057665     X59                                                    Your
Ref:     250 N. HALSTEAD ST.









		
	AD	
    NOTE NO. 3: WHEN THIS TITLE ORDER CLOSES AND IF
    CHICAGO TITLE IS HANDLING LOAN PROCEEDS THROUGH SUB-ESCROW, ALL
    TITLE CHARGES AND EXPENSES NORMALLY BILLED, WILL BE DEDUCTED
    FROM THOSE LOAN PROCEEDS (TITLE CHARGES AND EXPENSES WOULD
    INCLUDE TITLE PREMIUMS, ANY TAX OR BOND ADVANCES, DOCUMENTARY
    TRANSFER TAX AND RECORDING FEES, ETC.).
    




		
	AE	
    NOTE NO. 4: IF THIS COMPANY IS REQUESTED TO
    DISBURSE FUNDS IN CONNECTION WITH THIS TRANSACTION,
    CHAPTER 598, STATUTES OF 1989 MANDATES HOLD PERIODS FOR
    CHECKS DEPOSITED TO ESCROW OR SUB-ESCROW ACCOUNTS. THE MANDATORY
    HOLD PERIOD FOR CASHIER’S CHECKS, CERTIFIED CHECKS AND
    TELLER’S CHECKS IS ONE BUSINESS DAY AFTER THE DAY DEPOSITED.
    OTHER CHECKS REQUIRE A HOLD PERIOD OF FROM TWO TO FIVE BUSINESS
    DAYS AFTER THE DAY DEPOSITED. IN THE EVENT THAT THE PARTIES TO
    THE CONTEMPLATED TRANSACTION WISH TO RECORD PRIOR TO THE TIME
    THAT THE FUNDS ARE AVAILABLE FOR DISBURSEMENT (AND SUBJECT TO
    COMPANY APPROVAL), THE COMPANY WILL REQUIRE THE PRIOR WRITTEN
    CONSENT OF THE PARTIES. UPON REQUEST, A FORM ACCEPTABLE TO THE
    COMPANY AUTHORIZING SAID EARLY RECORDING MAY BE PROVIDED TO
    ESCROW FOR EXECUTION.
    
	 	 
	 	
    WIRE
TRANSFERS







		
	 	  
    THERE IS NO MANDATED HOLD PERIOD FOR FUNDS
    DEPOSITED BY CONFIRMED WIRE TRANSFER. THE COMPANY MAY DISBURSE
    SUCH FUNDS THE SAME DAY.
    
	 
	 	  
    CHICAGO TITLE WILL DISBURSE BY WIRE (WIRE-OUT)
    ONLY COLLECTED FUNDS OR FUNDS RECEIVED BY CONFIRMED WIRE
    (WIRE-IN). THE FEE FOR EACH WIRE-OUT IS $25.00. THE
    COMPANY’S WIRE-IN INSTRUCTIONS ARE:
    
	 	 
	 	
WIRE-IN
INSTRUCTIONS FOR BANK OF AMERICA:









	 	 	 	 
	 	
    BANK:
    	 	
    BANK OF AMERICA

    1850 GATEWAY BLVD.

    CONCORD, CA 94520
    
	 	
    
    BANK ABA:
    

    	 	
    121000358
    
	 	
    
    ACCOUNT NAME:
    

    	 	
    CHICAGO TITLE COMPANY

    BROADWAY PLAZA OFFICE
    
	 	
    
    ACCOUNT NO.:
    

    	 	
    12351-50737
    
	 	
    
    FOR CREDIT TO:
    

    	 	
    CHICAGO TITLE COMPANY

    700 SOUTH FLOWER, SUITE 900

    LOS ANGELES, CA 90017
    
	 	
    
    FURTHER CREDIT TO:
    

    	 	
    ORDER NO.: 021057665
    





		
	AF	
    NOTE NO. 5: YOUR OPEN ORDER REQUEST
    INDICATES THAT A LIMITED LIABILITY
    






 







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Page 7




SCHEDULE B



(continued)




Order No:
21057665     X59                                                    Your
Ref:     250 N. HALSTEAD ST.









		
	 	
    COMPANY WILL BE ACQUIRING, ENCUMBERING OR
    CONVEYING REAL PROPERTY IN YOUR TRANSACTION. UNDER THE
    PROVISIONS OF “THE CALIFORNIA LIMITED LIABILITY ACT,
    EFFECTIVE SEPTEMBER 30, 1994” THE FOLLOWING WILL BE
    REQUIRED:
    
	 
	 	
    1. A COPY OF THE ARTICLES OF ORGANIZATION
    (AND ALL AMENDMENTS, IF ANY) THAT HAS BEEN FILED WITH THE
    SECRETARY OF STATE.
    
	 
	 	
    2. THE REQUIREMENT THAT THIS COMPANY BE
    PROVIDED WITH A COPY OF THE OPERATING AGREEMENT. THE COPY
    PROVIDED MUST BE CERTIFIED BY THE APPROPRIATE MANAGER OR MEMBER
    THAT IT IS A COPY OF THE CURRENT OPERATING AGREEMENT.
    
	 
	 	
    3. IF THE LIMITED LIABILITY COMPANY IS
    MEMBER-MANAGED THEN THIS COMPANY MUST BE PROVIDED WITH A CURRENT
    LIST OF THE MEMBER NAMES.
    
	 
	 
	 	
     PLATS
    




CM/RL






 






Table of Contents



Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


EXHIBIT F




BILL OF SALE




KNOW ALL MEN BY THESE PRESENTS, that MS PASADENA, LLC a Delaware limited
liability company, whose address is ________________________________________ (“Seller”), for and in consideration of the
sum of Ten Dollars ($10.00) and other good and valuable consideration, lawful
money of the United States, paid by INDYMAC BANK, F.S.B., a Federal Savings
Bank, whose ________________________________________ (“Buyer”), the receipt
whereof is hereby acknowledged, has granted, bargained, sold, transferred and
delivered, and by these presents does grant, bargain, sell, transfer and
deliver unto Buyer, the following:



	 	 	All of Seller’s right, title and interest in all tangible personal
property used exclusively in connection with the improvements and real
property more particularly described on Schedule 1 attached hereto and
made a part hereof.



TO HAVE AND TO HOLD the same unto Buyer and its successors and assigns forever.



IN WITNESS WHEREOF, Seller has executed this Bill of Sale by and through its
duly authorized partner, this ___ day of ______, 2003.




	 	 	 	 	 
	 	 	MS PASADENA, LLC

a Delaware limited liability company
	 
	 
	 	 	
By:
	 	EXHIBIT — DO NOT SIGN



	 	 	
Name:
	 	 



	 	 	
Title:
	 	 








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Table of Contents


Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


SCHEDULE 1 TO BILL OF SALE




LIST OF PERSONAL PROPERTY




     All equipment, tools, spare parts, manuals, janitorial supplies, and other
personal property located on the Property and not owned by tenants.


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Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


EXHIBIT G




GENERAL ASSIGNMENT




     This General Assignment (the “Assignment”) is executed as of ______,
2003 by MS PASADENA, LLC, a Delaware limited liability company, in favor of
INDYMAC BANK, F.S.B., a Federal Savings Bank (“Assignee”).


RECITALS




	A.	 	Concurrently herewith, Assignor is conveying to Assignee its interest in the
real property described on Schedule 1 attached hereto and by this reference
made a part hereof, together with the improvements and personal property
located thereon (herein collectively referred to as the “Property”), pursuant
to that certain Agreement of Purchase and Sale and Joint Escrow Instructions
dated as of ______, ___ 2003 by and between Assignor as Seller and Assignee
as Buyer (the “Purchase Agreement").



	B.	 	Assignor has agreed to assign to
Assignee, all its right, title and interest in any intangibles, warranties,
guaranties, licenses, permits, documents and instruments that pertain to the
Property other than the Excluded Contracts (as defined in the Purchase
Agreement). This Assignment is being entered into to effectuate the assignment
of such items.



ASSIGNMENT




     NOW, THEREFORE, in consideration of the foregoing recitals and for other good
and valuable consideration, the receipt and sufficiency of which is
acknowledged, Assignor and Assignee hereby agree as follow:


	1.	 	Assignment. Assignor hereby assigns, conveys, transfers and sets over
unto Assignee all of Assignor’s right, title and interest in and to the
following (collectively, the “Agreements and Intangibles”):



	 	(a)	 	all
warranties, guaranties, permits, licenses, approvals, entitlements and
certificates to the extent the same affect the Property;



	 	(b)	 	maps, plans,
specifications, studies, reports and related documents prepared in
connection with the development of the Property, to the extent that such
items related solely to the Property and not other Property owned by
Seller;



	 	(c)	 	the leases described on Exhibit A, attached hereto and all
security deposits thereunder;



	 	(d)	 	the contracts and agreements with
respect to the Property described on Exhibit B, attached hereto; and



	 	(e)	 	all other intangible personal property relating to the Property (other
than contracts and agreements not listed on Exhibit B).



	2.	 	Assumption. By acceptance of this Assignment, Assignee hereby assumes the
performance of all
of the terms, covenants and conditions imposed upon Assignor under the
Agreements and Intangibles which relate to the period after the date
hereof.



	3.	 	Indemnification. Assignee hereby agrees to indemnify, defend and hold
harmless Assignor, its agents and its and their successors and assigns
from and against any and all claims, losses, liabilities and expenses,
including reasonable attorneys’ fees, suffered or incurred by Assignor by
reason of any breach by Assignee of any of its obligations under this
Assignment or arising out of anything pertaining to the Agreements and
Intangibles which relate to the period after the date hereof. Assignor
hereby agrees to indemnify, defend and hold harmless Assignee, its agents
and its and their successors and assigns from and against any and all
claims, losses, liabilities and expenses, including reasonable attorneys’
fees, suffered on incurred by Assignee by reason of any breach by Assignor
of any of it obligations under this Assignment or arising out of anything
pertaining to the Agreements and Intangibles which relate to the period
prior to the date hereof.



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Table of Contents


Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


	4.	 	Governing Law. This Assignment shall be construed under and enforced in
accordance with the laws of the State of California.



	5.	 	Further Assurances. Assignor agrees to execute and deliver to Assignee,
upon demand, such further documents, instruments or conveyances and shall
take such further actions as are reasonably necessary to effectuate this
Assignment.



	6.	 	Attorneys’ Fees and Costs. If any action or proceeding is commenced by
either party to enforce their rights under this Assignment, the prevailing
party in such action or proceeding, shall be entitled to recover all
reasonable costs and expenses, including, without limitation, reasonable
attorneys’ fees and court costs, in addition to any other relief awarded
by the court.



	7.	 	Successors and Assigns. This Assignment shall inure to the benefit of and
be binding upon, the successors, executors, administrators, legal
representatives and assigns of the parties hereto.



IN WITNESS WHEREOF, the parties have executed this Assignment as of the date
first set forth above.




	 	 	 	 	 
	ASSIGNOR:	 	MS PASADENA, LLC

a Delaware limited liability company
	 
	 
	 	 	
By:
	 	EXHIBIT — DO NOT SIGN



	 	 	
Name:
	 	 



	 	 	
Title:
	 	 



	 
	ASSIGNEE:	 	INDYMAC BANK, F.S.B.,

a Federal Savings Bank,
	 
	 
	 	 	
By:
	 	EXHIBIT — DO NOT SIGN



	 	 	
Name:
	 	 



	 	 	
Title:
	 	 








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Table of Contents


Purchase and Sale Agreement

Pasadena Corporate Center

Pasadena, California


EXHIBIT A TO GENERAL ASSIGNMENT




LEASES




EXHIBIT B TO GENERAL ASSIGNMENT




CONTRACTS




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H-3