Exh 10.1 10/26/2005 1st Amended & Restated LC Agreement


    
      
        

      

    

    Exhibit
      10.2


     

     

     

    FIRST
      AMENDED AND RESTATED

    LIMITED
      LIABILITY COMPANY AGREEMENT

     

    of

     

    MAGUIRE
      MACQUARIE OFFICE, LLC,

    a
      Delaware limited liability company

     

    by
      and among

     

    MAGUIRE
      MO MANAGER, LLC,

    a
      Delaware limited liability company

     

    MACQUARIE
      OFFICE II LLC,

    a
      Delaware limited liability company

     

    and

     

    MAGUIRE
      PROPERTIES, L.P.,

    a
      Maryland limited partnership

     

    Dated
      as of January 5, 2006

     

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      TABLE
        OF CONTENTS

      

        
          
            	
                    ARTICLE
                      I DEFINED TERMS

                  	
                    2

                  
	
                    Section
                      1.1

                  	
                    General
                      Definitions

                  	
                    2

                  
	
                    Section
                      1.2

                  	
                    Other
                      Definitions

                  	
                    15

                  
	
                    ARTICLE
                      II FORMATION, NAME, PLACE OF BUSINESS, PURPOSE, AND TERM

                  	
                    15

                  
	
                    Section
                      2.1

                  	
                    Formation

                  	
                    15

                  
	
                    Section
                      2.2

                  	
                    Name
                      and Offices

                  	
                    15

                  
	
                    Section
                      2.3

                  	
                    Other
                      Acts/Filings

                  	
                    15

                  
	
                    Section
                      2.4

                  	
                    Purpose
                      and Scope

                  	
                    16

                  
	
                    Section
                      2.5

                  	
                    Term

                  	
                    16

                  
	
                    Section
                      2.6

                  	
                    Representations
                      and Warranties of the Members and the Manager

                  	
                    16

                  
	
                    ARTICLE
                      III PERCENTAGE INTERESTS AND CAPITAL

                  	
                    17

                  
	
                    Section
                      3.1

                  	
                    Initial
                      Capital Contributions; Disproportionate Distributions; Treatment
                      of
                      Certain Contributions

                  	
                    17

                  
	
                    Section
                      3.2

                  	
                    Additional
                      Capital Contributions

                  	
                    19

                  
	
                    Section
                      3.3

                  	
                    Capital
                      of the Company; Capital Accounts

                  	
                    20

                  
	
                    Section
                      3.4

                  	
                    Maguire
                      Guarantees

                  	
                    21

                  
	
                    ARTICLE
                      IV TAX ALLOCATIONS

                  	
                    21

                  
	
                    Section
                      4.1

                  	
                    Allocation
                      of Profit and Loss

                  	
                    21

                  
	
                    Section
                      4.2

                  	
                    Special
                      Allocations

                  	
                    23

                  
	
                    Section
                      4.3

                  	
                    Curative
                      Allocations

                  	
                    25

                  
	
                    Section
                      4.4

                  	
                    Other
                      Allocation Rules

                  	
                    25

                  
	
                    Section
                      4.5

                  	
                    Tax
                      Allocations: Code Section 704(c)

                  	
                    25

                  
	
                    Section
                      4.6

                  	
                    Allocations
                      to Transferred Membership Interests

                  	
                    26

                  
	
                    Section
                      4.7

                  	
                    Tax
                      Elections

                  	
                    26

                  
	
                    Section
                      4.8

                  	
                    Designation
                      of Tax Matters Member

                  	
                    27

                  
	
                    ARTICLE
                      V DISTRIBUTIONS

                  	
                    28

                  
	
                    Section
                      5.1

                  	
                    Distributions

                  	
                    28

                  
	
                    Section
                      5.2

                  	
                    Limitations
                      on Distributions

                  	
                    29

                  
	
                    ARTICLE
                      VI MANAGEMENT AND OPERATIONS OF THE COMPANY

                  	
                    29

                  
	
                    Section
                      6.1

                  	
                    Management
                      Generally

                  	
                    29

                  
	
                    Section
                      6.2

                  	
                    Major
                      Decisions

                  	
                    31

                  
	
                    Section
                      6.3

                  	
                    Dispute
                      Resolution

                  	
                    34

                  
	
                    Section
                      6.4

                  	
                    Management
                      Committee

                  	
                    35

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            
              	
                      Section
                        6.5

                    	
                      Fees
                        to the Manager or its Affiliates

                    	
                      36

                    
	
                      Section
                        6.6

                    	
                      Matters
                        Relating to Maguire Agreements

                    	
                      39

                    
	
                      Section
                        6.7

                    	
                      Costs

                    	
                      39

                    
	
                      Section
                        6.8

                    	
                      Compensation
                        of Members and their Affiliates

                    	
                      39

                    
	
                      Section
                        6.9

                    	
                      Project
                        Level Entity

                    	
                      39

                    
	
                      Section
                        6.10

                    	
                      Project
                        Appraisals

                    	
                      39

                    
	
                      Section
                        6.11

                    	
                      Other
                        Businesses

                    	
                      40

                    
	
                      Section
                        6.12

                    	
                      Scope
                        of Authority

                    	
                      41

                    
	
                      Section
                        6.13

                    	
                      Limited
                        Liability of Members

                    	
                      41

                    
	
                      Section
                        6.14

                    	
                      Term
                        of Manager; Removal of Day-to-Day Operations from the Manager’s
                        Control

                    	
                      41

                    
	
                      Section
                        6.15

                    	
                      REIT
                        Status

                    	
                      42

                    
	
                      Section
                        6.16

                    	
                      Limitation
                        of Liability

                    	
                      42

                    
	
                      Section
                        6.17

                    	
                      Indemnification

                    	
                      43

                    
	
                      Section
                        6.18

                    	
                      Qualifying
                        Parcel Release

                    	
                      44

                    
	
                      ARTICLE
                        VII WITHDRAWAL; DISSOLUTION AND TERMINATION

                    	
                      44

                    
	
                      Section
                        7.1

                    	
                      Withdrawal

                    	
                      44

                    
	
                      Section
                        7.2

                    	
                      Events
                        of Default by Members

                    	
                      45

                    
	
                      Section
                        7.3

                    	
                      Dissolution
                        of the Company

                    	
                      46

                    
	
                      Section
                        7.4

                    	
                      Liquidation

                    	
                      47

                    
	
                      Section
                        7.5

                    	
                      Early
                        Termination Break Cost

                    	
                      48

                    
	
                      Section
                        7.6

                    	
                      Certificate
                        of Cancellation

                    	
                      48

                    
	
                      ARTICLE
                        VIII BOOKS AND RECORDS, ACCOUNTING, REPORTS

                    	
                      48

                    
	
                      Section
                        8.1

                    	
                      Books
                        and Records

                    	
                      48

                    
	
                      Section
                        8.2

                    	
                      Accounting
                        Basis and Fiscal Year

                    	
                      49

                    
	
                      Section
                        8.3

                    	
                      Reports

                    	
                      49

                    
	
                      Section
                        8.4

                    	
                      Independent
                        Audit Review

                    	
                      51

                    
	
                      Section
                        8.5

                    	
                      Bank
                        Accounts

                    	
                      52

                    
	
                      Section
                        8.6

                    	
                      Executed
                        Agreements and Leases

                    	
                      52

                    
	
                      ARTICLE
                        IX TRANSFER OF MEMBERSHIP INTERESTS; MARKETING RIGHTS

                    	
                      52

                    
	
                      Section
                        9.1

                    	
                      Transfer
                        of Membership Interests; Change of Control

                    	
                      52

                    
	
                      Section
                        9.2

                    	
                      Marketing
                        Right for Entire Portfolio

                    	
                      53

                    
	
                      Section
                        9.3

                    	
                      Marketing
                        Right for Projects

                    	
                      59

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      Section
                        9.4

                    	
                      Release
                        of Maguire

                    	
                      62

                    
	
                      Section
                        9.5

                    	
                      Release
                        of MOF

                    	
                      62

                    
	
                      Section
                        9.6

                    	
                      Assignment
                        of Rights

                    	
                      63

                    
	
                      ARTICLE
                        X MISCELLANEOUS PROVISIONS

                    	
                      63

                    
	
                      Section
                        10.1

                    	
                      Applicable
                        Law

                    	
                      63

                    
	
                      Section
                        10.2

                    	
                      No
                        Partition

                    	
                      63

                    
	
                      Section
                        10.3

                    	
                      Binding
                        Provisions

                    	
                      64

                    
	
                      Section
                        10.4

                    	
                      Complete
                        Agreement: Amendment

                    	
                      64

                    
	
                      Section
                        10.5

                    	
                      Confidentiality
                        and Nondisclosure

                    	
                      64

                    
	
                      Section
                        10.6

                    	
                      Counterparts

                    	
                      65

                    
	
                      Section
                        10.7

                    	
                      Fees
                        and Commissions

                    	
                      65

                    
	
                      Section
                        10.8

                    	
                      Execution
                        of Other Documents

                    	
                      65

                    
	
                      Section
                        10.9

                    	
                      Severability

                    	
                      65

                    
	
                      Section
                        10.10

                    	
                      Waiver

                    	
                      65

                    
	
                      Section
                        10.11

                    	
                      Terminology

                    	
                      66

                    
	
                      Section
                        10.12

                    	
                      Equitable
                        Remedies

                    	
                      66

                    
	
                      Section
                        10.13

                    	
                      Remedies
                        Cumulative

                    	
                      66

                    
	
                      Section
                        10.14

                    	
                      Notices

                    	
                      66

                    
	
                      Section
                        10.15

                    	
                      Construction

                    	
                      68

                    


            

          

        

      

      

        


        Exhibit A
           Maguire
          Agreements

        Exhibit B Maguire
          Contributed Projects

        Exhibit C MOF
          Projects

        Exhibit D Accountants/Counsel

        Exhibit E Maguire
          Outperformance Distribution 

        


        
          	 	
                  ·

                	
                  Annex
                    E-1

                


        

        
          	 	
                  ·

                	
                  Annex
                    E-2

                


        

        


        Exhibit
          F Preformation
          Expenditure Reimbursements by Project

        Exhibit
          G Breakup
          Fee Table

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        

          FIRST
            AMENDED AND RESTATED

           

          LIMITED
            LIABILITY COMPANY AGREEMENT

           

          OF
            MAGUIRE
            MACQUARIE OFFICE, LLC,

           

          a
            Delaware limited liability company

           

          THIS
            FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT,
dated
            as
            of October 26, 2005, and amended and restated as of January 5, 2006
            (the "Agreement"),
            is
            entered into by and among MAGUIRE
            MO MANAGER, LLC,
            a
            Delaware limited liability company (the “Manager”),
            MACQUARIE
            OFFICE II LLC,
            a
            Delaware limited liability company (“MOF”),
            MAGUIRE
            PROPERTIES, L.P., a
            Maryland limited partnership (“Maguire”),
            and
            such other Members as may be admitted from time to time in accordance
            with the
            terms of this Agreement.

           

          WHEREAS,
            Maguire and MOF have previously entered into a Limited Liability Company
            Agreement, dated as of October 26, 2005 (the “Original
            Agreement”),
            relating to Maguire Macquarie Office, LLC, a Delaware limited liability
            company
            (the “Company”);

           

          WHEREAS,
            pursuant to the Original Agreement, Maguire contributed to the Company
            all of
            the membership interests in Maguire Properties - One Cal Plaza, LLC,
            and MOF
            contributed to the Company cash;

           

          WHEREAS,
            Maguire, MOF and the Company have entered into a Contribution Agreement,
            dated
            as of October 26, 2005 (the “Maguire
            Contribution Agreement”),
            pursuant to which (i) Maguire will contribute to the Company all of the
            membership interests in Maguire Properties - Denver Center, LLC, Maguire
            Properties - San Diego Tech Center, LLC, and Maguire Properties - Irvine
            MV
            Campus, LLC, and may contribute cash, and (ii) MOF will contribute to
            the
            Company cash; 

           

          WHEREAS,
            MOF and the Company have entered into (i) a Contribution Agreement, dated
            as of
            October 26, 2005 (the “Cerritos
            Contribution Agreement”),
            pursuant to which MOF will contribute to the Company all of the membership
            interests in Maguire/Cerritos I, LLC, and (ii) a Contribution Agreement,
            dated
            as of October 26, 2005 (the “SG
            Contribution Agreement”),
            pursuant to which MOF will contribute to the Company all of the membership
            interests in Maguire Properties - Stadium Gateway, LLC; and

           

          WHEREAS,
            it is a condition to the closings under the Maguire Contribution Agreement,
            the
            Cerritos Contribution Agreement and the SG Contribution Agreement that
            Maguire
            and MOF amend and restate the Original Agreement on the terms set forth
            herein.

           

          NOW
            THEREFORE, in consideration of the mutual covenants and agreements contained
            herein and other good valuable consideration, the receipt and sufficiency
            of
            which are hereby acknowledged, the parties hereto agree as follows:

           

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


           

          ARTICLE
            I

           

          


           

          DEFINED
            TERMS

           

          Section
            1.1General
            Definitions. The
            following terms used in this Agreement, unless the context otherwise
            requires,
            shall have the meanings specified in this Section 1.1:

           

          “AAA”
has
            the
            meaning set forth in Section 6.3(a).

           

          “Accountant”
means
            PriceWaterhouseCoopers LLC, KPMG LLP or such other firm of independent
            certified
            public accountants identified on Exhibit D,
            upon
            which the Members mutually agree and subsequently select for the purpose
            of
            preparing the tax returns and financial reports for the Company.

           

          “Act”
means
            the Delaware Limited Liability Company Act, codified in Delaware Code
            Annotated,
            Title 6, Chapter 18, Sections 18-101, et seq., as the same may be amended
            from
            time to time.

           

          “Additional
            Capital Contributions”
means
            contributions to the capital of the Company that may be made from time
            to time
            by the Members in accordance with Section 3.2.

           

          “Adjusted
            Capital Account”
means,
            with respect to any Member, the balance, if any, in such Member’s Capital
            Account as of the end of the relevant Fiscal Year, after giving effect
            to the
            following adjustments:

           

          (a) Credit
            to
            such Capital Account any amounts that such Member is obligated to restore
            or is
            deemed to be obligated to restore pursuant to the penultimate sentences
            in
            Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

           

          (b) Debit
            to
            such Capital Account the items described in Treasury Regulations Sections
            1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
            1.704-1(b)(2)(ii)(d)(6).

           

          The
            foregoing definition of Adjusted Capital Account is intended to comply
            with the
            provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall
            be interpreted consistently therewith.

           

          “Adjusted
            Capital Account Deficit”
means,
            with respect to any Member, the deficit balance, if any, in such Member’s
            Adjusted Capital Account as of the end of the relevant Fiscal Year.

           

          “Affiliate”
means,
            when used with reference to a specified Person, any Person that directly or
            indirectly through one or more intermediaries controls or is controlled
            by or is
            under common control with the specified Person, provided
            that MOF
            (and its Affiliates) and Maguire (and its Affiliates) shall not be Affiliates
            of
            the Company or of each other, and the Manager (and its Affiliates) shall
            not be
            an Affiliate of the Company or MOF (and its Affiliates). For this purpose,
            “control” when used with respect to any Person, means the possession, directly
            or indirectly, of the power to direct or cause the direction of the management
            and policies of that Person, whether through the ownership of voting
            securities,
            by contract or otherwise, and the 

           


          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          


          


           

          terms
            “controlling”, “controlled by” and “under common control with” shall have
            correlative meanings.

           

          “Affiliate
            Merger”
has
            the
            meaning set forth in the definition of “Change of Control.”

           

          “Agreed
            Membership Interest Price”
has
            the
            meaning set forth in Section 9.2(a)(iv).

           

          “Agreed
            Portfolio Price”
has
            the
            meaning set forth in Section 9.2(a)(iv).

           

          “Agreed
            Project Price”
has
            the
            meaning set forth in Section 9.3(a).

           

          “Agreement”
means
            this Limited Liability Company Agreement, as amended in writing from
            time to
            time.

           

          “Budget”
means
            a
            statement setting forth the estimated receipts and expenditures (capital,
            operating and other) of the Company and of each Project for the period
            covered
            by such statement, together with leasing and operating plans. The Budget
            shall
            be prepared individually for each Project and for the Company’s portfolio of
            Projects on a consolidated basis and shall consist of operating Budgets
            for each
            Project and a Company Budget (not broken down by Project) that includes
            capital
            expenditures, tenant improvements, leasing commissions, insurance (to
            the extent
            not attributable to a Project) and fees payable by the Company or one
            or more
            Project Level Entities to Maguire and its Affiliates (to the extent not
            budgeted
            by Project).

           

          “Business
            Day”
means
            any day other than Saturday, Sunday and any other day on which banks
            are allowed
            or required by law to close in Sydney, Australia or Los Angeles, California.
            See
            also Section 10.11
            (last
            sentence).

           

          “Business
            Plan”
means
            a
            statement of the strategic objectives, goals and improvements for the
            Projects
            to be commenced or accomplished during the period covered by such plan.
            The
            Business Plan shall contain market analyses for each Project as well
            as the
            office property market in the appropriate geographic areas.

           

          “Call”
has
            the
            meaning set forth in Section 3.2(b).

           

          “Capital
            Account”
means,
            with respect to a Member, the account maintained for such Member pursuant
            to
Section 3.3,
            increased or decreased as provided in Section 3.3(b).

           

          “Capital
            Contributions”
means,
            with respect to a Member, the total amount of money and the value agreed
            by the
            Members at the time of contribution of any property (other than
            money) contributed to the Company by such Member pursuant to the terms of
            this Agreement.

           

          “Capital
            Expenditures”
means
            costs incurred for or in connection with repairs, upgrades or improvements
            to a
            Project that are undertaken by the Company or in connection with acquisitions
            of
            Projects by the Company or any Project Level Entity and that should be
            capitalized under generally accepted accounting principles in the United
            States.

           

          “Capital
            Events”
means
            the Sale or Refinancing of all or a part of a Project or casualty damage
            to or
            condemnation of all or a part of a Project. 

           

           


          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          


          


           

          “Cash
            Flow from Operations”
means,
            for any period, the excess of (a) cash receipts of every kind from the
            Projects, including, but not limited to, Net Proceeds from Capital Events
            (other
            than the Post-Closing Financings), receipts from rental of space of every
            kind;
            recoveries from tenants for common area maintenance, taxes and other
            expenses;
            license, lease and concession fees and rentals (not including gross receipts
            of
            licensees, lessees and concessionaires), but excluding cash receipts
            under the
            Income Target Agreement; proceeds, if any, from business interruption
            or other
            loss of income insurance; and any reductions in Reserves agreed to by
            the
            Members; over (b) Operating Expenses, Capital Expenditures, Company
            Expenses and any additions to Reserves agreed to by the Members for the
            same
            period (in each case, without duplication). Cash Flow from Operations
            shall not
            be deemed to include (i) payments received as deposits until such funds are
            actually applied as part of the rentals, fees or charges due and
            (ii) Capital Contributions.

           

          “Cerritos
            Contribution Agreement”
means
            the Contribution Agreement, dated as of October 26, 2005, by and between
            MOF and
            the Company, relating to Maguire/Cerritos I, LLC.

           

          “Certificate”
means
            the Company’s Certificate of Formation filed in the Office of the Secretary of
            State of the State of Delaware pursuant to the Act.

           

          “Change
            of Control”
of
            a
            Member means:

           

          (a) With
            respect to Maguire, (i) Maguire REIT or one of its subsidiaries ceases to
            be the general partner of Maguire, except as a result of, or in connection
            with,
            an Affiliate Merger described in paragraph
            (c)
            below,
            (ii) Maguire REIT ceases to own, directly or indirectly, a majority of the
            stock, limited liability company interests, partnership interests or
            other
            equity interests of Maguire or the Manager except as a result of, or
            in
            connection with, an Affiliate Merger described in paragraph
            (c)
            below,
            or (iii) a
            majority of the directors of Maguire Properties, Inc. consists of individuals
            who are not Continuing Directors;

           

          (b) With
            respect to MOF, (i) Macquarie Office Trust ceases to own, directly or
            indirectly, a majority of the stock, limited liability company interests,
            partnership interests or other equity interests of MOF, except as a result
            of an
            Affiliate Merger described in paragraph
            (c)
            below,
            (ii) Macquarie Bank Limited ceases, directly or indirectly, to control the
            responsible entity of Macquarie Office Trust, except as a result of an
            Affiliate
            Merger described in paragraph
            (c) below,
            or (iii) a
            majority of the directors of Macquarie Office Management Limited consists
            of
            individuals who are not Continuing Directors; and

           

          (c) Any
            merger, consolidation, share exchange or similar transaction in which
            Maguire
            REIT, in the case of Maguire, or Macquarie Office Trust, Macquarie Bank
            Limited
            or a wholly-owned subsidiary of either, in the case of MOF, is not the
            surviving
            entity unless the merger, consolidation, share exchange or similar transaction
            constitutes an “Affiliate
            Merger.”
A
            merger, consolidation, share exchange or similar transaction shall constitute
            an
“Affiliate
            Merger”
if
            the
            holders of common equity of Maguire REIT, in the case of Maguire, or
            Macquarie
            Office Trust, Macquarie Bank Limited or a wholly-owned subsidiary of
            either, in
            the case of MOF, own directly or indirectly, in substantially the same
            proportions as their ownership of such common equity immediately prior
            to such
            merger, consolidation, share exchange or similar transaction, more than
            fifty
            percent (50%) of the combined voting power of the then-outstanding 

           


          
            
              
              

            

            
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          common
            equity entitled to vote generally in the election of directors or trustees,
            as
            the case may be, of the entity resulting from such merger, consolidation,
            share
            exchange or similar transaction.

           

          “Code”
means
            the Internal Revenue Code of 1986, as amended from time to time (or any
            corresponding provision of any succeeding law).

           

          “Company”
means
            Maguire Macquarie Office, LLC, a Delaware limited liability
            company.

           

          “Company
            Expenses”
means
            costs and expenses paid or incurred by the Company in the conduct of
            the
            business of the Company and its subsidiaries that are not Operating Expenses
            and
            are not directly attributable to a particular Project or Projects, including
            without implied limitation, (a) expenses incidental to the transfer,
            servicing and accounting for the Company’s cash, including charges of
            depositories and custodians; (b) expenses incurred in connection with any
            tax audit, investigation or settlement of the Company; (c) expenses of
            liquidating the Company; (d) taxes, fees and other governmental charges
            payable by the Company; (e) administrative expenses of the Company;
            (f) the fee described in Section 6.5(b);
            (g) the cost of legal, accounting and other professional expenses of the
            Company; and (h) insurance and the principal and interest under any debt of
            the Company to the extent such insurance, principal and interest do not
            constitute an Operating Expense. Expenses directly attributable to a
            specific
            Project or Project Level Entity shall be allocated to such Project as
“Operating
            Expenses.”

           

          “Company
            Minimum Gain”
means
            the amount determined by computing with respect to each Nonrecourse Liability
            of
            the Company the amount of income or gain, if any, that would be realized
            by the
            Company if it disposed of the property securing such Nonrecourse Liability
            in
            full satisfaction thereof and by then aggregating the amount so computed,
            as
            provided in Treasury Regulations Section 1.704-2(d).

           

          “Consent”
means
            a
            prior written consent of a Person, which may be withheld for any reason
            in the
            sole discretion of such Person unless expressly provided to the contrary
            in this
            Agreement.

           

          “Continuing
            Director”
with
            respect to any Person, means an individual (i) who was a director or
            trustee of such Person on the date of this Agreement or (ii) who becomes a
            director or trustee of such Person subsequent to the date of this Agreement
            and
            whose election or nomination for election is approved by a vote of at
            least a
            majority of the directors or trustees then comprising the Continuing
            Directors
            of such Person, in which case such Person shall thereafter be deemed
            a
“Continuing Director.”

           

          “Contributing
            Member”
has
            the
            meaning set forth in Section 3.2(c).

           

          “Contribution
            Deficiency”
has
            the
            meaning set forth in Section 3.2(c).

           

          “Default
            Date”
has
            the
            meaning set forth in Section 3.2(c).
            

           

          “Defaulting
            Portfolio Buyer”
has
            the
            meaning set forth in Section 9.2(b).

           

          “Defaulting
            Project Buyer”
has
            the
            meaning set forth in Section 9.3(b).

           

           


          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          


          


           

          “Defaulting
            Member”
has
            the
            meaning set forth in Section 7.2(a).

           

          “Depreciation”
means
            for each Fiscal Year or other period, an amount equal to the federal
            income tax
            depreciation, amortization, or other cost recovery deduction allowable
            with
            respect to an asset for such year or other period, except that if the
            Gross
            Asset Value of an asset differs from its adjusted basis for federal income
            tax
            purposes at the beginning of such year or other period, Depreciation
            shall be an
            amount which bears the same ratio to such beginning Gross Asset Value
            as the
            federal income tax depreciation, amortization, or other cost recovery
            deduction
            for such year bears to such beginning adjusted tax basis; provided,
            however,
            that if
            the federal income tax depreciation, amortization, or other cost recovery
            deduction for such year is zero, Depreciation shall be determined with
            reference
            to such beginning Gross Asset Value using any reasonable method selected
            by all
            the Members.

           

          “Determination
            means
            the final determination of the arbitrator (or panel of arbitrators) under
            the
            dispute resolution process set forth in Section 12.13 of the Property
            Management
            Agreement (provided that for disputes relating to any agreement other
            than the
            Property Management Agreement, such arbitration shall be non-binding).
            The
            parties agree that they shall use their good faith efforts to complete
            such
            dispute resolution process within six months from the beginning of the
            dispute
            resolution process.

           

          “Dispute”
has
            the
            meaning set forth in Section 6.3(c).

           

          “Emergency
            Expenditures”
has
            the
            meaning set forth in Section 6.1(c).

           

          “Fair
            Market Value”
means,
            as to any asset, the most probable price which such asset should bring
            in a
            competitive and open market under all conditions requisite to a fair
            sale, the
            buyer and seller each acting prudently, knowledgeably and assuming the
            price is
            not affected by undue stimulus. Unless the Members otherwise agree, or
            this
            Agreement provides otherwise, the determination of the Fair Market Value
            of a
            Project shall be conclusively established by reference to the most recent
            independent appraisal for such Project obtained pursuant to Section 6.10.

           

          “Final
            Portfolio Non-Purchasing Member”
has
            the
            meaning set forth in Section 9.2(b).

           

          “Final
            Portfolio Purchasing Member”
has
            the
            meaning set forth in Section 9.2(a)(iv).

           

          “Financing”
means
            (a) any secured or unsecured debt financing or borrowing or assumption of
            debt, including any refinancing of existing debt, by the Company or any
            Project
            Level Entity and (b) any sale and leaseback transaction by the Company or
            any Project Level Entity.

           

          “Financing
            Guidelines”
means
            the financing guidelines for the Company established from time to time
            pursuant
            to Section
            6.2.

           

          “First
            Portfolio Election Period”
has
            the
            meaning set forth in Section 9.2(a)(ii).
            

           

          “First
            Project Election Period”
has
            the
            meaning set forth in Section 9.3(a).

           

           


          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          


          


           

          “Fiscal
            Quarter”
means
            each of the calendar quarters comprising the Company’s Fiscal Year.

           

          “Fiscal
            Year”
means
            the fiscal year of the Company commencing January 1 and ending on December
            31 of
            each calendar year; provided,
            that
            the first (1st)
            Fiscal
            Year of the Company shall commence on the date of this Agreement.

           

          “Five-Year
            Measurement Interval”
has
            the
            meaning set forth in Exhibit E.

           

          “Gross
            Asset Value”
means
            with respect to any asset, the asset’s adjusted basis for federal income tax
            purposes, except as follows:

           

          (a) The
            initial Gross Asset Value of any asset contributed by a Member to the
            Company
            shall be the agreed value of such asset, as determined by all the Members,
            unless required to be determined in some other manner in this
            Agreement;

           

          (b) The
            Gross
            Asset Values of all Company assets shall be adjusted to equal their respective
            Fair Market Values (exclusive of liabilities), as of the following times:
            (i) the acquisition of an additional limited liability company interest in
            the Company by any new or existing Member in exchange for more than a
            de minimis
            capital contribution; (ii) the distribution by the Company to a Member of
            more than a de minimis amount of property as consideration for the redemption
            of
            a limited liability company interest in the Company; and (iii) the
            liquidation of the Company within the meaning of Treasury Regulations
            Section 1.704-1(b)(2)(ii)(g); provided,
            however,
            that
            adjustments pursuant to clauses
            (i) and
            (ii)
            above
            shall be made only if all the Members reasonably determine that such
            adjustments
            are necessary or appropriate to reflect the relative economic interests
            of the
            Members in the Company;

           

          (c) The
            Gross
            Asset Value of any Company asset distributed to any Member shall be adjusted
            to
            equal the Fair Market Value (exclusive of liabilities) of such asset
            on the date
            of distribution as determined by the Members; and

           

          (d) The
            Gross
            Asset Values of Company assets shall be increased (or decreased) to reflect
            any adjustments to the adjusted basis of such assets pursuant to Code
            Section 734(b) or Code Section 743(b), but only to the extent that
            such adjustments are taken into account in determining Capital Accounts
            pursuant
            to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided,
            however,
            that
            Gross Asset Values shall not be adjusted pursuant to this paragraph
            (d) to
            the
            extent all the Members determine that an adjustment pursuant to paragraph
            (b) above
            is
            necessary or appropriate in connection with a transaction that would
            otherwise
            result in an adjustment pursuant to this paragraph
            (d).

           

          If
            the
            Gross Asset Value of an asset has been determined or adjusted pursuant
            to
paragraph
            (a),
            (b),
            or
(d) above,
            such Gross Asset Value shall thereafter be adjusted by subtracting the
            Depreciation taken into account with respect to such asset for purposes
            of
            computing Profits and Losses after the effective date of such determination
            or
            adjustment.

           

          “Highest
            Portfolio Bid”
has
            the
            meaning set forth in Section 9.2(a)(iii)(A).

           

          “Highest
            Portfolio Bidder(s)”
has
            the
            meaning set forth in Section 9.2(a)(iii)(A).

           

           


          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          


          


           

          “Highest
            Project Bid”
has
            the
            meaning set forth in Section 9.3(a).

           

          “Highest
            Project Bidder”
has
            the
            meaning set forth in Section 9.3(a)(ii).

           

          “Income
            Target Agreement”
means
            the Income Target Agreement, dated as of the date hereof, by and among
            MOF,
            Maguire and the Company.

           

          “Initial
            Capital Contributions”
means
            the MOF Initial Capital Contributions and the Maguire's Initial Capital
            Contributions.

           

          “Initiating
            Member”
has
            the
            meaning set forth in Section 9.1(b).

           

          “Investment
            Criteria”
means
            the criteria for the Company to make investments in properties established
            from
            time to time pursuant to Section
            6.2.

           

          “Insurance
            Guidelines”
means
            the guidelines and criteria for insurance coverage for the Company and
            its
            operations, established from time to time pursuant to Section
            6.2.

           

          “IRR”
means
            the internal rate of return calculated by applying the following Excel
            formula
            to Capital Contributions and distributions, where Capital Contributions
            are a
            negative number and distributions are a positive number, and the formula
            is
            adjusted for the number of quarters in question, as follows (the following
            assumes that the calculation is being made after the 20th
            quarter
            of the term of the Company):

           

          
            	
                    Time

                     

                    Period

                     

                  	
                    Member

                     

                    Cash
                      Flow

                     

                  
	
                    Quarter
                      1

                     

                  	
                    CF1

                     

                  
	
                    Quarter
                      2

                     

                  	
                    CF2

                     

                  
	
                    Quarter
                      3

                     

                  	
                    CF3

                     

                  
	
                    Quarter
                      4

                     

                  	
                    CF4

                     

                  
	
                    Quarter
                      5

                     

                  	
                    CF5

                     

                  
	
                    Quarter
                      6

                     

                  	
                    CF6

                     

                  
	
                    ·

                     

                  	
                    ·

                     

                  
	
                    ·

                     

                  	
                    ·

                     

                  
	
                    ·

                     

                  	
                    ·

                     

                  
	
                    ·

                     

                  	
                    ·

                     

                  
	
                    Quarter
                      15

                     

                  	
                    CF15

                     

                  
	
                    Quarter
                      16

                     

                  	
                    CF16

                     

                  
	
                    Quarter
                      17

                     

                  	
                    CF17

                     

                  
	
                    Quarter
                      18

                     

                  	
                    CF18

                     

                  
	
                    Quarter
                      19

                     

                  	
                    CF19

                     

                  
	
                    Quarter
                      20

                     

                  	
                    CF20

                     

                  


          

          =(1+IRR(CF1:CF20))4-1

           

           


          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          


           

          


           

           

          Alternatively,
            if Excel is unavailable, the following equivalent formula will be
            used:

           

          IRR
            = (1+r)4
            - 1 where r is a number such that:

           

          
            	
                    T

                     

                  	 	 	 	 	 	 	 	 	 
	
                    O=å

                     

                  	
                    CF1

                     

                  	
                    +

                     

                  	
                    CF2

                     

                  	
                    ...
                      

                     

                  	
                    +

                     

                  	
                    CFt

                     

                  	
                    +

                     

                  	
                    ...
                      

                     

                  	
                    
                      and
CFT

                     

                  
	
                    1

                     

                  	
                    (1+
                      r)^1

                     

                  	 	
                    (1
                      + r)^2

                     

                  	 	 	
                    (1
                      + r)^(t)

                     

                  	 	 	
                    (1
                      + r)^(T)

                     

                  


          

          CF
            =
            quarterly cash flow

           

          T
            =
            number of quarters

           

          “IRS”
has
            the
            meaning set forth in Section 4.8(b).

           

          “Liquidator”
has
            the
            meaning set forth in Section 7.4(a).

           

          “Macquarie
            Office Trust”
means
            Macquarie Office Trust, which is managed by Macquarie Office Management
            Limited,
            as responsible entity for Macquarie Office Trust.

           

          “Maguire”
means
            Maguire Properties, L.P., a Maryland limited partnership.

           

          “Maguire
            Agreements”
means
            the agreements set forth on Exhibit A
            and any
            other agreement that may be entered into after the date of this Agreement
            between (a) the Company or any Project Level Entity, on the one hand, and
            (b) Maguire or any Affiliate of Maguire, on the other hand.

           

          “Maguire
            Contributed Projects”
means
            those Projects listed on Exhibit B
            that
            Maguire has agreed to contribute (or cause to be contributed) to the
            Company,
            through a contribution of 100% of the membership interests in each Project
            Level
            Entity that owns each Project, as a portion of Maguire’s Initial Capital
            Contributions under Section 3.1(b).

           

          “Maguire
            Contribution Agreement”
means
            the Contribution and Investment Agreement, dated as of October 26, 2005,
            by and
            among Maguire, MOF and the Company. 

           

          “Maguire
            Initial Capital Contributions”
shall
            have the meaning set forth in Section
            3.1(b).

           

          “Maguire
            Outperformance Distribution”
has
            the
            meaning set forth in Exhibit E.

           

          “Maguire
            REIT”
means
            Maguire Properties, Inc., a Maryland corporation.

           

          “Major
            Decisions”
has
            the
            meaning set forth in Section 6.2.
            

           

          “Major
            Lease”
means
            a
            lease (a) for one full floor or more; (b) for 35,000 square feet or
            more of rental area at any Project; (c) with an initial term of greater
            than ten years; or (d) for 20,000 square feet or more of rental area at any
            Project that is outside of parameters detailed in the then current
            Budget.

           

          “Management
            Committee”
has
            the
            meaning set forth in Section 6.4.

           

           


          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          


          


           

          “Manager”
means
            the person designated under this Agreement to act as manager of the Company.
            The
            initial Manager shall be Maguire MO Manager, LLC, a Delaware limited
            liability
            company. The Manager need not be a Member.

           

          “Material
            Adverse Effect”
means
            a
            material adverse effect on the business, properties or assets of the
            Company and
            its subsidiaries, taken as a whole.

           

          “Material
            Breach”
shall
            be deemed to have occurred upon a Determination that an act by Maguire
            has
            resulted in a breach of a material term or provision of this Agreement
            or the
            Property Management Agreement that has had, or is reasonably anticipated
            to
            have, a Material Adverse Effect on the Company.

           

          “Matured
            Event
            of Default”
has
            the
            meaning set forth in Section 7.2(a).

           

          “Member
            Nonrecourse Debt”
means
            any Nonrecourse Liability for which a Member or a related Person bears
            the
            economic risk of loss within the meaning of Treasury Regulations
            Section 1.704-2(b)(4).

           

          “Member
            Nonrecourse Deductions”
means
            any and all items of loss, deduction or expenditure (described in
            Section 705(a)(2)(B) of the Code) that, in accordance with the
            principles of Treasury Regulations Section 1.704-2(i)(2), are attributable
            to a Member Nonrecourse Debt.

           

          “Members”
means,
            collectively, Maguire and MOF and such other Members as may be admitted
            from
            time to time in accordance with Section 6.2(k).
            Reference to a “Member” shall be to one of the Members. For the avoidance of
            doubt, the Manager shall not be deemed a Member solely as a result of
            its
            position as manager of the Company.

           

          “Membership
            Interest”
means
            the entire limited liability company interest of a Member in the Company
            at any
            particular time, including the right of such Member to any and all benefits
            to
            which a Member may be entitled as provided in this Agreement (without
            giving
            effect to such Member's rights under any documents which are incorporated
            by
            reference into this Agreement), together with the obligations of such
            Member to
            comply with all the terms and provisions of this Agreement (without giving
            effect to such Member's rights under any documents which are incorporated
            by
            reference into this Agreement).

           

          “Minimum
            Gain Attributable to Member Nonrecourse Debt”
means
            that amount determined in accordance with the principles of Treasury
            Regulations
            Section 1.704-2(i)(3), (4) and (5).

           

          “MOF”
means
            Macquarie Office II LLC, a Delaware limited liability company.

           

          “MOF
            Contribution Agreements”
means
            the Cerritos Contribution Agreement and the SG Contribution
            Agreement.

           

          “MOF
            Initial Capital Contributions”
shall
            have the meaning set forth in Section
            3.1(a).

           

           


          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          


          


           

          “MOF
            Projects”
means
            those Projects listed on Exhibit C
            that MOF
            has agreed to contribute (or cause to be contributed) to the Company,
            through a
            contribution of 100% of the membership interests in each Project Level
            Entity
            that owns each Project, as a portion of MOF’s Initial Capital Contributions
            under Section 3.1(a).

           

          “Net
            Proceeds from Capital Events”
means
            all cash receipts received by the Company or a Project Level Entity arising
            from
            Capital Events less (a) the normal and reasonable costs and expenses paid
            or to be paid by the Company in connection with such Capital Events,
            including,
            without limitation, all commitment fees, hedging costs, appraisal fees,
            title
            insurance premiums, survey costs, escrow fees, transfer taxes, broker’s
            commissions and attorney’s and other professional fees; (b) the amount of
            cash required by any lender or other creditor to be applied to the payment
            of
            debts and obligations of the Company or a Project Level Entity in or
            as a result
            of such Capital Events; and (c) all amounts paid to improve a Project or
            for any other purpose to satisfy conditions to or established in connection
            with
            such Capital Event or by the applicable purchaser of the Project or provider
            of
            Refinancing.

           

          “New
            Project”
means
            a
            Project that is not owned by the Company as of the relevant time. A “New
            Project” shall be considered a “Project” after its acquisition by the
            Company.

           

          “Non-Contributing
            Member”
has
            the
            meaning set forth in Section 3.2(c).

           

          “Non-Initiating
            Member”
has
            the
            meaning set forth in Section 9.1(b).

           

          “Nonrecourse
            Deductions”
has
            the
            meaning set forth in Treasury Regulations
            Section 1.704-2(b)(1).

           

          “Nonrecourse
            Liability”
means
            any liability of the Company treated as a nonrecourse liability under
            Treasury
            Regulations Section 1.704-2(b)(3).

           

          “Notification”
means
            a
            written notice or any other written communication, containing the information
            required or permitted by this Agreement to be communicated to a Member,
            sent to
            the addresses set forth in Section 10.14
            by a
            reputable international courier, e-mail (if receipt is confirmed), telecopy
            (if
            receipt is confirmed) or by hand delivery and shall be deemed given when
            received if it is sent by courier and concurrently upon sending an e-mail
            or
            telecopy transmission if sent before or during business hours of the
            recipient
            and if not so sent, on the following Business Day so long as the confirmation
            specified above is timely received.

           

          “Operating
            Expenses”
means,
            for any period, the sum of the following cash expenditures of the Company
            or a
            Project Level Entity relating to the operation of the Projects for such
            period,
provided
            that
            such items would not be covered by the term “Capital Expenditures”: (a) all
            costs incurred in the ownership, maintenance, repair, leasing, management
            and
            operation of the Projects, including but not limited to the fees described
            in
Section 6.5(a)
            and (b);
            (b) all other expenses related to the operation of the Projects permitted
            under this Agreement; and (c) payments of interest and/or principal under
            any debt of a Project Level Entity or secured by a Project (in each case,
            without duplication).

           

          “Percentage
            Interest”
means
            each Member's percentage interest in the Company which shall be 20% for
            Maguire
            and 80% for MOF.

           

           


          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          


          


           

          “Person”
means
            any individual, partnership, limited liability company, corporation,
            cooperative, trust, estate, government (or any branch or agency thereof)
            or
            other entity.

           

          “PNPM
            Notice”
has
            the
            meaning set forth in Section 9.2(a)(iii)(B)(I).

           

          “Portfolio
            Bid Notice”
has
            the
            meaning set forth in Section 9.2(a)(iii).

           

          “Portfolio
            Earnest
            Money”
has
            the
            meaning set forth in Section 9.2(b).

           

          “Portfolio
            Initiating Member”
has
            the
            meaning set forth in Section 9.2(a)(i).

           

          “Portfolio
            Marketing Notice”
has
            the
            meaning set forth in Section 9.2(a)(i).

           

          “Portfolio
            Marketing Price”
has
            the
            meaning set forth in Section 9.2(a)(i).

           

          “Portfolio
            Non-Initiating Member”
has
            the
            meaning set forth in Section 9.2(a)(i).

           

          “Portfolio
            Non-Purchasing Member”
has
            the
            meaning set forth in Section 9.2(a)(i).

           

          “Portfolio
            Non-Purchasing Member's Project Bid”
has
            the
            meaning set forth in Section 9.2(a)(iii)(B)(I).

           

          “Portfolio
            Purchasing Member”
has
            the
            meaning set forth in Section 9.2(a)(i).

           

          “Profit”
or
            “Loss”
means
            for any taxable period, an amount equal to the Company’s taxable income or loss
            for such taxable period determined in accordance with Section 703(a) of the
            Code (for this purpose all items of income, gain, loss or deduction required
            to
            be stated separately pursuant to Section 703(a)(1) of the Code shall be
            included in taxable income or loss), with the following
            adjustments:

           

          (a) Except
            as
            otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m),
            the computation of all items of income, gain, loss and deduction shall
            be made
            without regard to any election under Section 754 of the Code which may be
            made by the Company; provided,
            that
            the amounts of any adjustments to the adjusted bases of the assets of
            the
            Company made pursuant to Section 734 of the Code as a result of the
            distribution of property by the Company to a Member (to the extent that
            such
            adjustments have not previously been reflected in the Members’ Capital
            Accounts) shall be reflected in the Capital Accounts of the Members in the
            manner and subject to the limitations prescribed in Treasury Regulations
            Section 1.704-1(b)(2)(iv)(m).

           

          (b) Any
            income of the Company that is exempt from federal income tax and not
            otherwise
            taken into account in computing Profit or Loss pursuant to this definition
            shall
            be added to such Profit or Loss.

           

          (c) The
            computation of all items of income, gain, loss and deduction shall be
            made
            without regard to the fact that items described in Sections 705(a)(1)(B)
            or
            705(a)(2)(B) of the Code are not includable in gross income or are neither
            currently deductible nor capitalized for federal income tax
            purposes.

           

           


          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          


          


           

          (d) Any
            income, gain or loss attributable to the taxable disposition of any Company
            property shall be determined as if the adjusted basis of such property
            as of
            such date of disposition were equal in amount to the Company’s Gross Asset Value
            with respect to such property as of such date.

           

          (e) In
            lieu
            of the depreciation, amortization, and other cost recovery deductions
            taken into
            account in computing such taxable income or loss, there shall be taken
            into
            account Depreciation for such period.

           

          (f) In
            the
            event the Gross Asset Value of any Company asset is adjusted pursuant
            to
clause
            (b) or
            (c)
            of the
            definition of such term, the amount of any such adjustment shall be taken
            into
            account as gain or loss from the Sale of such asset for purposes of computing
            Profit and Loss.

           

          (g) Any
            items
            specially allocated under Section 4.2
            and
Section 4.3
            shall
            not be taken into account.

           

          “Project”
means
            the Company’s direct or indirect leasehold or fee ownership interest in an
            office building, including real property, together with all improvements
            thereon
            and all real and personal property rights associated therewith (including
            service agreements and other contract rights), either owned by the Company
            or a
            Project Level Entity, or proposed to be owned by the Company or a Project
            Level
            Entity. The term “Project” does not include any publicly traded debt or equity
            securities, such as a share in a real estate investment trust.

           

          “Project
            Bid Notice”
has
            the
            meaning set forth in Section 9.3(a).

           

          “Project
            Dispute”
has
            the
            meaning set forth in Section 6.3(c).

           

          “Project
            Earnest
            Money”
has
            the
            meaning set forth in Section 9.3(b).

           

          “Project
            Initiating Member”
has
            the
            meaning set forth in Section 9.3(a).

           

          “Project
            Level Entity”
means
            a
            direct or indirect wholly owned subsidiary of the Company that owns one
            or more
            Projects.

           

          “Project
            Marketing Notice”
has
            the
            meaning set forth in Section 9.3(a).

           

          “Project
            Marketing Price”
has
            the
            meaning set forth in Section 9.3(a).

           

          “Property
            Management Agreement”
means
            the Property Management Agreement entered into by and among the Company,
            the
            Property Manager and each Project Level Entity.

           

          “Property
            Manager”
means
            the Person designated by the Company to manage the Projects. The initial
            Property Manager shall be Maguire Properties, L.P., a Maryland limited
            partnership.

           

          “Project
            Non-Initiating Member”
has
            the
            meaning set forth in Section 9.3(a).

           

           


          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          


          


           

          “Qualified
            Appraiser”
means
            an MAI appraiser (a) experienced in appraising Projects in the metropolitan
            area of the type and value assigned to it and (b) acceptable to both
            Members. 

           

          “Qualifying
            Parcel Acquiror”
has
            the
            meaning set forth in Section
            6.18.

           

          “Qualifying
            Parcel”
means
            a
            parcel of real property, comprising a portion of the real property located
            at
            the Project known as San Diego Tech Center, located in San Diego County,
            California, and owned by Maguire Properties - San Diego Tech Center,
            LLC.

           

          “Qualifying
            Parcel Release”
            means a
            transfer of the Qualifying Parcel in accordance with Section
            6.18
            hereof.

           

          “Refinancing”
means
            a
            refinancing of Company or Project Level Entity indebtedness.

           

          “Regulatory
            Allocations”
has
            the
            meaning set forth in Section 4.3.

           

          “Remaining
            Parcel”
means
            those certain parcels of real property comprising all of the real property
            located at the Project commonly known as San Diego Tech Center, located
            in San
            Diego, California, and owned by Maguire Properties - San Diego Tech Center,
            LLC,
            less and except the Qualifying Parcel.

           

          “Reserves”
means
            the amount of funds set aside for, or allocated during any period to,
            reserves
            for anticipated Company Expenses, Capital Expenditures, Operating Expenses,
            contingent liabilities and working capital determined by all the Members,
            acting
            reasonably.

           

          “ROFO
            Agreement”
means
            that certain Right of First Opportunity Agreement dated as of the date
            hereof,
            by and among Macquarie Office Trust and Maguire.

           

          “Sale”
means
            any sale, conveyance, exchange, or other transfer or alienation of all
            or a
            portion of a Project.

           

          “Second
            Portfolio Election Period”
has
            the
            meaning set forth in Section 9.2(a)(iii)(B)(II).

           

          “Second
            Project Election Period”
has
            the
            meaning set forth in Section 9.3(a)(iii).

           

          “SG
            Contribution Agreement”
means
            the Contribution Agreement, dated as of October 26, 2005, by and among
            Maguire,
            MOF and the Company, relating to Maguire Properties - Stadium Gateway,
            LLC.

           

          “SG
            Project”
means
            the Project owned by Maguire Properties - Stadium Gateway, LLC.

           

          “Special
            Allocations”
has
            the
            meaning set forth in Section 4.2.

           

          “Specified
            Projects”
means
            the Maguire Contributed Projects and the MOF Projects other than the
            SG
            Project.

           

          “Tax
            Matters Member”
has
            the
            meaning set forth in Section 4.8(a).

           

           


          
            
              
              

            

            
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          “Transfer”
has
            the
            meaning set forth in Section 9.1(a).

           

          “Treasury
            Regulations”
means
            the income tax regulations, including temporary regulations, promulgated
            under
            the Code, as such regulations are amended and restated from time to
            time.

           

          “United
            States”
means
            the United States of America.

           

          “Unmatured
            Event
            of Default”
has
            the
            meaning set forth in Section 7.2(a).

           

          Section
            1.2Other
            Definitions. Capitalized
            terms not otherwise defined in Section 1.1
            shall
            have the meanings assigned to them in this Agreement.

           

          ARTICLE
            II

           

          


           

          FORMATION,
            NAME, PLACE OF BUSINESS,

           

          PURPOSE,
            AND TERM

           

          Section
            2.1Formation. The
            Company has been formed pursuant to the Act as a limited liability company.
            The
            Company shall be governed by and operated in accordance with this Agreement
            and
            the rights, duties and liabilities of the Members shall be as provided
            for in
            the Act if not otherwise expressly provided for in this Agreement.

           

          Section
            2.2Name
            and Offices. The
            name
            of the Company shall be Maguire Macquarie Office LLC and the business
            of the
            Company shall be conducted solely under such name. The business address
            of the
            Company shall be 333 South Grand Avenue, Suite 400, Los Angeles, California,
            90071, or at such other place or places as the Manager may from time
            to time
            designate. The address of the registered office of the Company in the
            State of
            Delaware shall be The Corporation Trust Company, 1209 Orange Street,
            Wilmington,
            County of New Castle, Delaware 19801 and
            the
            registered agent in charge thereof shall be The Corporation Trust Company,
            each
            of which may be changed by agreement of all the Members.

           

          Section
            2.3Other
            Acts/Filings. The
            Members shall from time to time execute or cause to be executed all such
            certificates and other documents, and do or cause to be done all such
            filings,
            recordings, publishing and other acts, as are necessary to comply with
            the
            requirements of law for the formation of the Company and the operation
            of the
            Company in any jurisdiction in which the Company does business.

           

          Section
            2.4Purpose
            and Scope. The
            business and purposes of the Company are, in whole or in part, solely
            (a) to own (directly or indirectly), manage, improve, renovate, lease to
            tenants and finance the Projects until ultimate disposition, and (b) upon
            and subject to the agreement of all the Members, to acquire, own, manage,
            improve, renovate, lease to tenants and finance New Projects in the United
            States until ultimate disposition, each in accordance with this Agreements.
            The
            Company may do any and all lawful things necessary or incidental to any
            of the
            foregoing to carry out and further the business of the Company as contemplated
            by this Agreement. The Company shall not engage in any business or activity
            that
            is expressly prohibited by this Agreement. Without limiting the generality
            of
            the foregoing, the Members do not intend, and this Agreement shall not
            be
            deemed, to create any joint venture, partnership or 

           


          
            
              
              

            

            
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          other
            arrangement by and among the Members with respect to any business or
            activity of
            a Member other than the business and activities specifically set forth
            in this
            Agreement. See also Section 6.11.

           

          Section
            2.5Term. The
            term
            of the Company commenced on the date of filing of the Certificate with
            the
            Secretary of State of the State of Delaware pursuant to the Act and shall
            continue perpetually unless dissolved pursuant to the provisions of Article VII.

           

          Section
            2.6Representations
            and Warranties of the Members and the Manager.

           

          (a) MOF
            hereby represents and warrants to Maguire and the Manager that the following
            are
            true and correct as of the date of this Agreement:

           

          (i) MOF
            is a
            duly formed and validly existing limited liability company under the
            laws of the
            State of Delaware with full limited liability company power and authority
            to
            enter into and perform its obligations under this Agreement and is duly
            qualified and in good standing to transact business in any jurisdiction
            required
            in order to carry out its duties under this Agreement;

           

          (ii) This
            Agreement (A) has been duly authorized, executed and delivered by MOF,
            (B) assuming due authorization, execution and delivery by Maguire and
            Manager, shall be the legal, valid and binding obligation of MOF, and
            (C) does not violate or conflict with any provisions of MOF’s
            organizational documents or any document or agreement to which MOF or
            Macquarie
            Office Trust is a party or by which it is bound; and

           

          (iii) MOF
            has
            the power and authority to perform the obligations to be performed by
            it
            hereunder and no consents, authorizations or approvals are required for
            the
            performance of the obligations to be performed by MOF under this Agreement,
            except those as have been obtained.

           

          (b) Maguire
            and the Manager hereby represent and warrant to MOF that the following
            are true
            and correct as of the date of this Agreement:

           

          (i) Maguire
            is a duly formed and validly existing limited partnership under the laws
            of the
            State of Maryland with full limited partnership power and authority to
            enter
            into and perform its obligations under this Agreement; and is duly qualified
            and
            in good standing to transact business in any jurisdiction required in
            order to
            carry out its duties under this Agreement and the Property Management
            Agreements;

           

          (ii) Manager
            is a duly formed and validly existing limited liability company under
            the laws
            of the State of Delaware with full limited liability company power and
            authority
            to enter into and perform its obligations under this Agreement;

           

          (iii) This
            Agreement (A) has been duly authorized, executed and delivered by Maguire
            and the Manager, (B) assuming due authorization, execution and delivery by
            MOF, shall be the legal, valid and binding obligation of Maguire and
            the
            Manager, and (C) does not violate, or conflict with, any provisions of
            Maguire’s or the 

           


          
            
              
              

            

            
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          Manager’s
            organizational documents or any document or agreement to which Maguire
            or the
            Manager is a party or by which it is bound;

           

          (iv) The
            Property Management Agreement (A) has been duly authorized, executed and
            delivered by the Property Manager, (B) upon execution by the Company and
            each Project Level Entity, shall be the legal, valid and binding obligation
            of
            the Property Manager, and (C) does not violate, or conflict with, any
            provisions of the Property Manager's organizational documents or any
            document or
            agreement to which the Property Manager is a party or by which it is
            bound;
            and

           

          (v) The
            Property Manager has the power and authority to perform the obligations
            to be
            performed by it under the Property Management Agreement and no consents,
            authorizations or approvals are required for the performance of the obligations
            to be performed by the Property Manager under the Property Management
            Agreement
            except those as have been obtained.

           

          ARTICLE
            III

           

          


           

          PERCENTAGE
            INTERESTS AND CAPITAL

           

          Section
            3.1Initial
            Capital Contributions; Disproportionate Distributions; Treatment of Certain
            Contributions.

           

          (a) MOF’s
            Initial Capital Contributions.
            MOF has
            previously contributed $5,986,842 in cash to the Company. Pursuant to
            the MOF
            Contribution Agreements, and the Maguire Contribution Agreement, MOF
            has or
            shall contribute to the Company, as additional Capital Contributions,
            the MOF
            Projects (by contribution of all of the interests in the related Project
            Level
            Entities, as set forth on Exhibit C)
            and
            cash (collectively with the cash previously contributed, the “MOF
            Initial Capital Contributions”).
            If any
            of the closing statements under the Maguire Contribution Agreement or
            the MOF
            Contribution Agreements indicate that there is a net amount due from
            the Company
            (whether as a result of prorations or adjustments, or as a result of
            fees or
            expenses payable to third parties by the Company pursuant to such agreements),
            then MOF shall contribute to the Company, an amount equal to 80% of the
            aggregate of such net amounts, which contributions shall also be considered
            MOF
            Initial Capital Contributions. The value which is being allocated to
            the MOF
            Initial Capital Contributions is the sum of the amount of cash contributed
            and
            the gross value of such Projects, as set forth on Exhibit C,
            less
            mortgage debt secured by such Projects. 

           

          (b) Maguire’s
            Initial Capital Contributions.
            Maguire
            has previously contributed to the Company 100% of the membership interests
            in
            Maguire Properties - One Cal Plaza, LLC, a Delaware limited liability
            company
            (the “OCP
            Project Level Entity”).
            Pursuant to the Maguire Contribution Agreement, Maguire has or shall
            contribute
            to the Company, as additional Capital Contributions, the Maguire Contributed
            Projects (by contribution of all of the interests in the related Project
            Level
            Entities, as set forth on Exhibit B)
            and may
            contribute cash (collectively with the OCP Project Level Entity, the
            “Maguire
            Initial Capital Contributions”).
            If
            any of the closing statements under the Maguire Contribution Agreement
            or the
            MOF Contribution Agreements indicate that there is a net amount due from
            the
            Company (whether as 

           


          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          


          


           

          a
            result
            of prorations or adjustments, or as a result of fees or expenses payable
            to
            third parties by the Company pursuant to such agreements), then Maguire
            shall
            contribute to the Company, an amount equal to 20% of the aggregate of
            such net
            amounts, which contributions shall also be considered Maguire Initial
            Capital
            Contributions. The value which is being allocated to the Maguire Initial
            Capital
            Contributions is the sum of the amount of cash contributed and the gross
            value
            of such Projects, as set forth on Exhibit B,
            less
            mortgage debt secured by such Projects.

           

          (c) Cash
            Distributions.
            Promptly after the Company receives all of the Initial Capital Contributions,
            the Company will make a special distribution to Maguire of cash in the
            amount of
            $210,400,000, which shall be treated as follows: $115,400,000, will be
            distributed to reimburse Maguire for preformation capital expenditures
            under
            Treasury Regulation Section 1.707-4(d) (as allocated among the Maguire
            Contributed Properties as set forth in Exhibit
            F)
            and
            $95,000,000 from the financing of Cerritos Corporate Center I & II will be a
            debt-financed distribution to Maguire under Treasury Regulation Section
            1.707-5(b). Pursuant to the Income Target Agreement, $7,500,000 of the
            special
            distribution being made to Maguire will be deposited in escrow.

           

          (d) Treatment
            of Certain Cash Payments.
            Anything in this Agreement to the contrary notwithstanding,

           

          (i) if,
            subsequent to the contribution of the Maguire Projects, Maguire makes
            an
            additional cash payment to the Company pursuant to the Maguire Contribution
            Agreements, the amount so paid by Maguire shall not be deemed an additional
            Capital Contribution by Maguire but rather shall be deemed to have been
            a part
            of the initial agreed value of the Maguire Projects,

           

          (ii) if,
            subsequent to the contribution of the MOF Projects, MOF makes an additional
            cash
            payment to the Company pursuant to the MOF Contribution Agreements, the
            amount
            so paid by MOF shall not be deemed an additional Capital Contribution
            by MOF but
            rather shall be deemed to have been a part of the initial agreed value
            of the
            MOF Projects, and

           

          (iii) except
            for those costs incurred by the Members relating to the formation of
            the Company
            that are agreed to by the Members, no fees, costs or expenses of the
            Members
            shall be deemed Capital Contributions.

           

          Section
            3.2Additional
            Capital Contributions.

           

          (a) Mandatory
            and Voluntary Additional Capital Contributions.
            Additional Capital Contributions shall be made (i) by Maguire pursuant to
            the Income Target Agreement, (ii) by the Members in accordance with the
            Additional Capital Contribution requirements set forth in Section 2
            of
Exhibit E
            attached
            hereto relating to the Maguire Outperformance Distribution, and (iii) by
            the Members, in proportion to their Percentage Interests, if at any time
            all
            Members agree that funds are needed for any purpose.

           

          (b) Capital
            Calls.
            If at
            any time Additional Capital Contributions are required pursuant to Section 3.2(a),
            then
            the Manager shall make a written call on the Members to make Additional
            Capital
            Contributions (a “Call”).
            Each
            Call shall specify:

           

           


          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          


          


           

          (i) the
            aggregate amount of Additional Capital Contributions requested to be
            made by
            each Member;

           

          (ii) a
            general
            description of the intended application of the Additional Capital Contributions
            being called; and

           

          (iii) the
            date
            on which Additional Capital Contributions are due (which date shall be
            not less
            than ten (10) Business Days after a Member’s receipt of the Call from the
            Manager).

           

          Each
            Additional Capital Contribution shall be paid to the Company on or before
            the
            due date in immediately available funds wired to an account of the Company
            at a
            financial institution selected by the Manager.

           

          (c) Default
            by a Member.
            In the
            event any Member defaults in making its portion of any Additional Capital
            Contribution by the last day specified in the Call (the “Default
            Date”),
            the
            unpaid amount being herein called the “Contribution
            Deficiency,”
then
            such Member shall be deemed a “Non-Contributing
            Member.”
The
            Manager (or, if Maguire is the Non-Contributing Member, MOF) shall notify
            the
            non-defaulting Member (if any) within five (5) days after the Default Date
            and such Member, if any (the “Contributing
            Member”) shall
            have the right, but not the obligation, to make a loan to the Non-Contributing
            Member up to the amount of the Contribution Deficiency bearing interest
            from the
            date of the loan at a rate equal to the lesser of (i) the greater of (A)
            the “prime” or “base” rate of interest of commercial lending announced from time
            to time by Bank of America, plus eight percent (8%) per annum and
            (B) twelve percent (12%) per annum and (ii) the maximum rate permitted
            by applicable law.
            The
            Contributing Member may pay the amount of such loan directly to the Company,
            and
            from and after the date of such loan all distributions by the Company
            to the
            Non-Contributing Member shall be paid by the Company to the Contributing
            Member
            and applied first to accrued but unpaid interest and then to principal
            on such
            loan until such loan has been paid in full. The loan (together with reasonable
            attorney’s fees and expenses incurred by the Contributing Member in enforcing
            the loan) shall be secured by the entire Membership Interest of the
            Non-Contributing Member under the Uniform Commercial Code of the State
            of
            Delaware, and the Contributing Member shall have all the rights and remedies
            of
            a secured party under the Uniform Commercial Code of the State of Delaware.
            The
            Non-Contributing Member (x) hereby appoints the Contributing Member as
            its
            attorney-in-fact for the purpose of signing and filing any financing
            statements
            to perfect the Contributing Member’s security interest and (y) agrees to take
            such other actions as may reasonably be required to perfect or enforce
            such
            security interest.

           

          Section
            3.3Capital
            of the Company; Capital Accounts.

           

          (a) Capital
            Account.
            Each
            Member shall have a Capital Account. Each Member’s Capital Account shall
            initially be equal to the amount of its Initial Capital Contribution
            less any
            amounts distributed to such Member pursuant to Section 3.1(c)
            in
            connection with such Initial Capital Contribution.

           

          (b) Adjustments
            to Capital Account.
            The
            Capital Account of each Member shall be increased hereafter by (i) the
            amount of any Additional Capital Contributions by the 

           


          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

          


          


           

          Member
            to
            the Company, and (ii) allocations to the Member of Profit (or items thereof
            pursuant to Article IV),
            including all items of Company income and gain (including income and
            gain exempt
            from tax) specially allocated to the Member pursuant to Section 4.2
            and
Section 4.3,
            and
            (iii) the amount of any Company indebtedness assumed by such Member or
            which are secured by liens on any property distributed to such Member,
            and the
            Capital Account of each Member shall be reduced by (x) the Gross Asset
            Value of all property and the amount of all cash distributed to such
            Member
            pursuant to this Agreement, (y) allocations to the Members of Loss (or
            items thereof pursuant to Article IV),
            including all items of Company deduction and loss specially allocated
            to such
            Member pursuant to Section 4.2
            and
Section 4.3,
            and
            (z) the amount of any indebtedness of such Member assumed by the Company
            or
            which are secured by any property contributed by such Member to the
            Company.

           

          (c) Compliance
            With Treasury Regulations.
            The
            foregoing provisions and the other provisions of this Agreement relating
            to the
            maintenance of Capital Accounts are intended to comply with Treasury
            Regulations
            Section 1.704-1(b), and shall be interpreted and applied in a manner
            consistent with such Treasury Regulations. In the event the Manager shall
            determine that it is prudent to modify the manner in which the Capital
            Accounts,
            or any debits or credits thereto (including, without limitation, debits
            or
            credits relating to liabilities that are secured by liens on contributed
            or
            distributed property or that are assumed by the Company or a Member),
            are
            computed in order to comply with such Treasury Regulations, the Manager,
            with
            consent of the Members (which shall not be unreasonably withheld or delayed),
            may make such modification, provided
            that it
            is not likely to have an adverse effect on the amounts distributed to
            any Member
            pursuant to Article VII
            upon the
            dissolution of the Company. The Manager, with consent of the Members
            (which
            shall not be unreasonably withheld or delayed), also shall (i) make any
            adjustments that are necessary or appropriate to maintain equality between
            the
            Capital Accounts of the Members and the amount of Company capital reflected
            on
            the Company’s balance sheet, as computed for book purposes, in accordance with
            Treasury Regulations Section 1.704-1(b)(2)(iv)(g), and (ii) make any
            appropriate modifications in the event unanticipated events might otherwise
            cause this Agreement not to comply with Treasury Regulations
            Section 1.704-1(b). The Manager shall give prompt notice to the Members of
            any such modification or adjustments to this Section 3.3(c).

           

          (d) Members’
            Rights and Obligations Regarding Capital Contributions.
            No
            interest shall be paid by the Company on any Capital Contribution except
            as
            specifically provided in this Agreement. A Member shall not be entitled
            to
            demand the return of, or to withdraw, any part of its Capital Contributions
            or
            its Capital Account, or to receive any distribution, except as provided
            in this
            Agreement. No Member shall be liable for the return of the Capital Contributions
            of any other Member or the payment of interest thereon. No Member shall
            be
            obligated or permitted to make any contributions to the capital of the
            Company
            other than the Capital Contributions provided for in this Article III.

           

          Section
            3.4Maguire
            Guarantees.
            Maguire
            or any of its Affiliates shall have the right (but not the obligation)
            to
            guarantee any indebtedness secured by Cerritos Corporate Center I & II.
            Maguire and/or any Affiliate that has guaranteed such indebtedness may
            terminate
            any such guarantee, at its election, at any time without approval or
            consent of
            the Company or MOF as long as such termination does not cause such indebtedness
            to be in default.

           

           


          
            
              
              

            

            
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          ARTICLE
            IV

           

          


           

          TAX
            ALLOCATIONS

           

          Section
            4.1Allocation
            of Profit and Loss.

           

          (a) Profit.
            After
            giving effect to the Special Allocations set forth in Section 4.2,
            and
            except as provided in Section 4.3,
            Profits
            of the Company for any period shall be allocated among the Members as
            follows:


           

          (i) First,
            one hundred percent (100%) to Maguire until the cumulative Profits allocated
            to
            Maguire pursuant to Section
            4.1(a)(v)(A)
            and this
Section 4.1(a)(i)
            for the
            current and all prior Fiscal Years is equal to the sum of (A) the aggregate
            amount of Maguire Outperformance Distributions distributed to Maguire
            pursuant
            to Section 5.1(c)
            for the
            current and all prior Fiscal Years plus (B) the cumulative Losses allocated
            to
            Maguire pursuant to Section
            4.1(b)(i)(A);
            

           

          (ii) Second,
            one hundred percent (100%) to the Members in an amount equal to the excess,
            if
            any, of (A) the cumulative Losses allocated pursuant to Section 4.1(b)(iii) for
            the current and all prior Fiscal Years, over (B) the cumulative Profits
            allocated pursuant to this Section 4.1(a)(ii) for
            the current and all prior Fiscal Years, which amount shall be allocated
            among
            the Members in the same proportions and in the reverse order as the Losses
            were
            allocated pursuant to Section 4.1(b)(iii);

           

          (iii) Third,
            one hundred percent (100%) to the Members in an amount equal to the excess,
            if
            any, of (A) the cumulative Losses allocated pursuant to Section 4.1(b)(ii)
            for
            the current and all prior Fiscal Years, over (B) the cumulative Profits
            allocated pursuant to this Section 4.1(a)(iii) for the current and all
            prior
            Fiscal Years, which amount shall be allocated among the Members in the
            same
            proportions and in the reverse order as the Losses were allocated pursuant
            to
            Section 4.1(b)(ii);

           

          (iv) Fourth,
            one hundred percent (100%) to the Members in accordance with their respective
            Percentage Interests until the balance of MOF’s Adjusted Capital Account (after
            reducing such balance by the aggregate amount of Capital Contributions
            made by
            MOF to fund Maguire Outperformance Distributions) equals the amount which,
            if
            distributed on the last day of such Fiscal Year, would provide MOF with
            a twelve
            percent (12%) IRR on its Capital Contributions (other than Capital Contributions
            made by MOF to fund Maguire Outperformance Distributions) (taking into
            account
            all amounts distributed to MOF in such Fiscal Year and all prior Fiscal
            Years);
            and

           

          (v) Thereafter,
            (A) twenty-five percent (25%) to Maguire and (B) seventy-five percent
            (75%) to
            the Members in accordance with their respective Percentage
            Interests.

           

          (b) Loss. After
            giving effect to the Special Allocations set forth in Section 4.2,
            and
            except as provided in Section 4.3,
            Losses
            of the Company for any period shall be allocated among the Members as
            follows:


           

           


          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          


          


           

          (i) First,
            (A) twenty-five percent (25%) to Maguire and (B) seventy-five percent
            (75%) to
            the Members in accordance with their Percentage Interests until the cumulative
            Losses allocated to Maguire pursuant to clause
            (A)
            of this
Section 4.1(b)(i)
            is equal
            to the excess, if any, of (x) the cumulative Profits allocated to Maguire
            pursuant to Section 4.1(a)(i)
            and
            Section 4.1(a)(v)(A) over (y) the aggregate amount of Maguire Outperformance
            Distributions distributed to Maguire pursuant to Section 5.1(c)
            for the
            current and all prior Fiscal Years; and

           

          (ii) Thereafter,
            to the Members in proportion to their respective Percentage
            Interests.

           

          (iii) The
            Losses allocated pursuant to Section 4.1(b)(i)
            or
(ii)
            shall
            not exceed the maximum amount of Losses that can be allocated without
            causing
            any Member to have an Adjusted Capital Account Deficit at the end of
            any Fiscal
            Year. In the event some but not all of the Members would have Adjusted
            Capital
            Account Deficits as a consequence of an allocation of Losses pursuant
            to
Section 4.1(b)(i)
            or
(ii),
            this
            limitation shall be applied on a Member-by-Member basis and Losses not
            allocable
            to a Member as a result of this limitation shall be allocated to the
            other
            Members so as to allocate the maximum permissible Losses to each Member
            under
            Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

           

          (c) Tax
            Credits.
            Except
            to the extent otherwise provided in Treasury Regulations
            Section 1.704-1(b)(4)(ii), any tax credits or tax credit recapture for any
            Fiscal Year shall be allocated among the Members in accordance with each
            Member’s respective Percentage Interests as of the time such tax credit was
            claimed.

           

          Section
            4.2Special
            Allocations.
            Notwithstanding any provision of Section 4.1,
            the
            following special allocations (the “Special
            Allocations”)
            shall
            be made for each Fiscal Year in the following order of descending
            priority:

           

          (a) Company
            Minimum Gain.
            Except
            as otherwise provided in Treasury Regulations Section 1.704-2(f), if there
            is a net decrease in Company Minimum Gain during any Fiscal Year, each
            Member
            shall be specially allocated items of Company income and gain for such
            Fiscal
            Year (and, if necessary, subsequent Fiscal Years) in proportion to and to
            the extent of, an amount equal to the portion of such Member’s share of the net
            decrease in Company Minimum Gain, determined in accordance with Treasury
            Regulations Section 1.704-2(g). This Section 4.2(a)
            is
            intended to comply with the chargeback of items of income and gain requirement
            in Treasury Regulations Section 1.704-2(f) and shall be interpreted
            consistently therewith.

           

          (b) Minimum
            Gain Attributable to Member Nonrecourse Debt.
            Except
            as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if
            there is a net decrease in Minimum Gain Attributable to Member Nonrecourse
            Debt
            during any Fiscal Year, each Member with a share of Minimum Gain Attributable
            to
            Member Nonrecourse Debt shall be specially allocated items of Company
            income and
            gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in
            proportion to, and to the extent of, an amount equal to the portion of
            such
            Member’s share of the net decrease in the Minimum Gain Attributable to Member
            Nonrecourse 

           


          
            
              
              

            

            
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          Debt,
            determined in accordance with Treasury Regulations Section 1.704-2(i)(4).
            This Section 4.2(b)
            is
            intended to comply with the chargeback of items of income and gain requirement
            in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted
            consistently therewith.

           

          (c) Qualified
            Income Offset.
            In the
            event any Member unexpectedly receives any adjustments, allocations,
            or
            distributions described in Treasury Regulations Sections
            1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain
            shall be
            specially allocated to such Member in an amount and manner sufficient
            to
            eliminate, to the extent required by the Treasury Regulations, any Adjusted
            Capital Account Deficit of such Member as quickly as possible, provided
            that an
            allocation pursuant to this Section 4.2(c)
            shall be
            made only if and to the extent that such Member would have an Adjusted
            Capital
            Account Deficit (determined after the adjustments set forth in Treasury
            Regulations Section 1.704-1(b)(2)(ii)(d) and after adjusting such Member’s
            Capital Account upward for any obligation to restore pursuant to Treasury
            Regulations Section 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) or
            1.704-2(i)(5)) after all other allocations provided for in this
Section 4.2
            have
            been tentatively made as if this Section 4.2(c)
            were not
            in this Agreement.

           

          (d) Gross
            Income Allocation.
            In the
            event a Member has an Adjusted Capital Account Deficit at the end of
            any Company
            Fiscal Year, such Member shall be specially allocated items of Company
            income
            and gain in the amount of such excess as quickly as possible, provided
            that an
            allocation pursuant to this Section 4.2(d)
            shall be
            made only if and to the extent that Company would have an Adjusted Capital
            Account Deficit after all other allocations provided for in this Section 4.2
            have
            been made as if Section 4.2(c)
            and this
Section 4.2(d)
            were not
            in this Agreement.

           

          (e) Nonrecourse
            Deductions.
            Nonrecourse Deductions for any Fiscal Year shall be allocated among the
            Members
            in proportion to the Percentage Interests held by them during such Fiscal
            Year
            in accordance with Treasury Regulations Section 1.704-2(b)(1). If the
            Manager determines in its good faith discretion that the Nonrecourse
            Deductions
            must be allocated in a different ratio to satisfy the safe harbor requirements
            of the Treasury Regulations promulgated under Section 704(b) of the Code,
            the Manager is authorized, with the Consent of MOF, to revise the prescribed
            ratio to the numerically closest ratio that does satisfy such
            requirements.

           

          (f) Member
            Nonrecourse Deductions.
            Member
            Nonrecourse Deductions for any taxable period shall be allocated one
            hundred
            percent (100%) to the Member that bears the economic risk of loss (as
            defined in
            Treasury Regulations Section 1.704-2(b) with respect to the Member
            Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable
            in
            accordance with Treasury Regulations Section 1.704-2(i)). If more than one
            Member bears the economic risk of loss with respect to a Member Nonrecourse
            Debt, such Member Nonrecourse Deductions attributable thereto shall be
            allocated
            between or among such Members in accordance with the ratios in which
            they share
            such economic risk of loss.

           

          (g) Code
            Section 754 Adjustments.
            To the
            extent an adjustment to the adjusted tax basis of any Company asset pursuant
            to
            Code Section 734(b) or Code Section 743(b) is required, pursuant
            to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 

           


          
            
              
              

            

            
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          Treasury
            Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in
            determining Capital Accounts as the result of a distribution to a Member
            in
            complete liquidation of its interest in the Company, the amount of such
            adjustment to Capital Accounts shall be treated as an item of gain (if
            the
            adjustment increases the basis of the asset) or loss (if the adjustment
            decreases such basis) and such gain or loss shall be specially allocated
            to the
            Members in accordance with their respective Percentage Interests in the
            Company
            in the event that Treasury Regulations
            Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such
            distribution was made in the event that Treasury Regulations
            Section 1.704-1(b)(2)(iv)(m)(4) applies.

           

          (h) Income
            Support Payments.
            Items
            of deductions shall be specially allocated to Maguire as provided in
            Section 2.5
            of the Income Target Agreement.

           

          (i) Special
            Targeted Allocations.
            For any
            Fiscal Year in which (i) the Company or a Member’s interest in the Company
            is liquidated, or (ii) Maguire makes a contribution to the Company as
            required pursuant to Section
            4(b)(ii)
            or
Section
            5(a)
            of
Exhibit E
            and the
            Members unanimously agree that a special allocation pursuant to this
            Section
            4.2(i)
            is
            necessary to reflect the Members’ economic interests in the Company, items of
            income, gain, loss and deduction will be allocated among the Members
            for such
            Fiscal Year (and, with the unanimous consent of the Members, prior Fiscal
            Years,
            if necessary) so as to cause each Member’s Adjusted Capital Account balance as
            of the end of such Fiscal Year to be equal to the net amount, positive
            or
            negative, which would be distributed to such Member or for which such
            Member
            would be liable to the Company under this Agreement (including Exhibit
            E),
            determined as if the Company were to liquidate the proceeds in liquidation
            after
            the payment of all liabilities in accordance with Section
            7.4(c).

           

          (j) Certain
            Projects.
            Notwithstanding anything herein to the contrary, all items of income,
            gain,
            deduction, and loss with respect to the SG Project and any other Project
            acquired after the date of this Agreement will be allocated to the Members
            in
            accordance with their respective Percentage Interests.

           

          Section
            4.3Curative
            Allocations. The
            allocations set forth in Section 4.2(a)
            through
(g)
            above
            (the “Regulatory
            Allocations”) are
            intended to comply with certain requirements of Treasury Regulations
            Sections
            1.704-1(b) and 1.704-2(b). Notwithstanding any other provisions of this
            Article IV
            (other
            than the Regulatory Allocations), the Regulatory Allocations shall be
            taken into
            account in allocating other items of income, gain, loss, and deduction
            among the
            Members so that, to the extent possible, the net amount of such allocations
            of
            other items and the Regulatory Allocations to each Member shall be equal
            to the
            net amount that would have been allocated to such Member if the Regulatory
            Allocations had not occurred. In determining the allocations under this
            Section 4.3,
            consideration shall be given to future allocations under Section 4.2(a)
            and
Section 4.2(b)
            that,
            although not yet made or required, are likely to offset allocations under
            Section 4.2(e)
            and
Section 4.2(f).
            

           

          Section
            4.4Other
            Allocation Rules.

           

          (a) Allocations,
            Profits, Losses and other items of income, gain, loss or deduction shall
            be
            allocated to the Members pursuant to this Article IV
            as of
            the last day of each Fiscal Year; provided
            that
            Profits, Losses and such other items shall also be allocated at such


           


          
            
              
              

            

            
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          times
            as
            the Gross Asset Values of any Company assets are adjusted pursuant to
            subparagraph (b) of
            the
            definition of Gross Asset Value.

           

          (b) For
            purposes of determining Profits, Losses or any other items allocable
            to any
            period, Profits, Losses and any such other items shall be determined
            on a daily,
            monthly or other basis, as determined by the Manager, with the Consent
            of the
            Members, using any permissible method under Code Section 706 and the
            Treasury Regulations thereunder.

           

          Section
            4.5Tax
            Allocations: Code Section 704(c). In
            accordance with Code Section 704(c) and the Treasury Regulations thereunder
            and Treasury Regulations Section 1.704-1(b)(4)(i), income, gain, loss and
            deduction (as computed for tax purposes) with respect to any property
            contributed to the capital of the Company or otherwise revalued on the
            books of
            the Company shall, solely for tax purposes, be allocated among the Members
            to
            take into account any variation between the adjusted basis of such property
            to
            the Company for federal income tax purposes and its Fair Market Value
            at the
            time of the contribution or revaluation. In addition, if any gain (as
            computed
            for tax purposes) on the sale or other disposition of Company property
            shall constitute recapture of depreciation under Sections 291, 1245 or
            1250 of
            the Code or any similar provision, such gain shall (to the extent
            possible) be divided among the Members in proportion to the depreciation
            deductions previously claimed by them (or their predecessor in
            interest) giving rise to such recapture.

           

          Any
            elections or other decisions relating to such allocations shall be made
            by the
            Members in any manner that reasonably reflects the purpose and intention
            of this
            Agreement, provided
            that the
            Company shall elect to use the “remedial method” as described in Treasury
            Regulation Section 1.704-3(d) with respect to the Specified Projects (for
            this purpose, the term Specified Projects shall include
            SG Project).

           

          Except
            as
            otherwise provided in this Agreement, for federal income tax purposes,
            all items
            of Company income, gain, loss, deduction and any other allocations not
            otherwise
            provided for shall be divided among the Members in the same manner as
            its
            correlative item of “book” income, gain, loss, deduction or other item was
            allocated pursuant to Section 4.1
            and
Section 4.2
            of this
            Agreement.

           

          Section
            4.6Allocations
            to Transferred Membership Interests. In
            the
            event of a transfer of any Membership Interest, regardless of whether
            the
            transferee becomes a Member, all items of income, gain, loss, deduction
            and
            credit for the Fiscal Year in which the transfer occurs shall be allocated
            for
            federal income tax purposes between the transferor and the transferee
            on the
            basis of the ownership of the Membership Interest at the time the particular
            item is taken into account by the Company for federal income tax purposes,
            except to the extent otherwise required by Section 706(d) of the Code.
            Distributions made on or after the effective date of transfer shall be
            made to
            the transferee, regardless of when such distributions accrued on the
            books of
            the Company. The effective date of the transfer shall be (a) in the case of
            a voluntary transfer, the date of the transfer, or (b) in the case of an
            involuntary transfer, the date of the operative event.

           

          Section
            4.7Tax
            Elections. The
            Tax
            Matters Member may, with the Consent of all the Members, make any tax
            elections
            in any Fiscal Year, including any election under Section 754 of the Code or
            an election out of installment sale treatment under Section 453 of the
            Code; 

           


          
            
              
              

            

            
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          provided,
            however,
            that
            the Consent of a Member shall not be required with respect to any tax
            election
            as to which the Member, after consultation with the Tax Matters Member,
            cannot
            demonstrate that such election may reasonably be expected to have a material
            adverse impact on such Member. Notwithstanding the foregoing, (a) if either
            Member requests that the Tax Matters Member make an election under
            Section 754 of the Code, the Tax Matters Member shall make this election
            promptly after receiving notice of the request from the Member and (b) if
            either Member requests that the Tax Matters Member make any other election
            under
            the Code, the Tax Matters Member, with the Consent of all the Members,
            shall
            make such election.

           

          Section
            4.8Designation
            of Tax Matters Member.

           

          (a) The
            Manager shall act as the tax matters partner (the “Tax
            Matters Member”)
            of the
            Company, as provided in regulations pursuant to Section 6231 of the Code
            and is authorized to qualify as such. All Members hereby Consent to such
            designation and agree to execute, certify, acknowledge, deliver, swear
            to, file
            and record at the appropriate public offices such documents as may be
            deemed
            necessary or appropriate to evidence such Consent.

           

          (b) To
            the
            extent and in the manner provided by applicable Code sections and regulations
            thereunder, the Tax Matters Member shall furnish the name, address, profits,
            interest and taxpayer identification number of the Members to the Internal
            Revenue Service (“IRS”).

           

          (c) To
            the
            extent and in the manner provided by applicable Code sections and regulations
            thereunder, the Tax Matters Member shall inform each Member of administrative
            or
            judicial proceedings for the adjustment of Company items required to
            be taken
            into account by a Member for income tax purposes (such administrative
            proceedings being referred to as a “tax
            audit”
and
            such judicial proceedings being referred to as “judicial
            review”).

           

          (d) The
            Tax
            Matters Member is authorized, but not required:

           

          (i) to
            enter
            into any settlement with the IRS with respect to any tax audit or judicial
            review, and in the settlement agreement the Tax Matters Member may expressly
            state that such agreement shall bind all Members, except that such settlement
            agreement shall not bind any Member (A) who (within the time prescribed
            pursuant
            to the Code and Treasury Regulations) files a statement with the IRS
            providing
            that the Tax Matters Member shall not have the authority to enter into
            a
            settlement agreement on behalf of such Member or (B) who is a “notice
            partner” (as defined in Section 6231 of the Code) or a member of a “notice
            group” (as defined in Section 6223(b)(2) of the Code), and, to the extent
            provided by law, the Tax Matters Member shall cause each Member to be
            designated
            a notice partner;

           

          (ii) in
            the
            event that a notice of a final administrative adjustment at the Company
            level of
            any item required to be taken into account by a Member for tax purposes
            (a
“final
            adjustment”)
            is
            mailed or otherwise given to the Tax Matters Member, to seek judicial
            review of
            such final adjustment, including the filing of a petition for readjustment
            with
            the Tax Court or the United States Claims Court, or the filing of a complaint
            for refund with the District Court of the United States for the district
            in
            which the Company’s principal place of business is located;

           

           


          
            
              
              

            

            
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          (iii) to
            intervene in any action brought by any other Member for judicial review
            of a
            final adjustment;

           

          (iv) to
            file a
            request for an administrative adjustment with the IRS at any time and,
            if any
            part of such request is not allowed by the IRS, to file an appropriate
            pleading
            (petition, complaint or other document) for judicial review with respect
            to such
            request;

           

          (v) to
            enter
            into an agreement with the IRS to extend the period for assessing any
            tax which
            is attributable to any item required to be taken into account by a Member
            for
            tax purposes, or an item affected by such item; and

           

          (vi) to
            take
            any other action on behalf of the Members of the Company in connection
            with any
            tax audit or judicial review proceeding to the extent permitted by applicable
            law or regulations.

           

          Subject
            to the following sentence, the taking of any action and the incurring
            of any
            expense by the Tax Matters Member in connection with any such proceeding,
            except
            to the extent required by law, is a matter to be determined by the Tax
            Matters
            Member without the Consent of the Members. The Tax Matters Member shall
            provide
            the Members the opportunity to review, comment and consent (which shall
            not be
            unreasonably withheld or delayed) on the taking of any action and the
            incurring
            of any material expense in connection with any such proceeding.

           

          (e) Reimbursement.
            The Tax
            Matters Member shall receive no compensation for its services as such.
            All
            third-party costs and expenses incurred by the Tax Matters Member in
            performing
            its duties as such (including legal and accounting fees) shall be borne
            by the
            Company. Nothing in this Agreement shall be construed to restrict the
            Tax
            Matters Member from engaging an accounting firm and a law firm to assist
            the Tax
            Matters Member in discharging its duties hereunder, so long as the compensation
            paid by the Company for such services is reasonable.

           

          ARTICLE
            V

           

          


           

          DISTRIBUTIONS

           

          Section
            5.1Distributions.

           

          (a) Cash
            Flow from Operations.
            The
            Company shall make distributions of Cash Flow from Operations to the
            Members for
            each month (using commercially reasonable efforts to make such distributions
            by
            no later than the fifth (5th)
            day of
            the next month) in proportion to their Percentage Interests as of the end
            of the month for which the distributions are being made.

           

          (b) Special
            Distribution.
            The
            Company shall make special distributions pursuant to Section 3.1(c).

           

           


          
            
              
              

            

            
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          (c) Maguire
            Outperformance Distribution.
            When
            required in accordance with Exhibit E,
            the
            Company shall make distributions to Maguire in an amount equal to the
            Maguire
            Outperformance Distribution with respect to the relevant Five-Year Measurement
            Interval (or shorter period as provided therein).

           

          (d) Income
            Target Agreement.
            Payments to MOF in accordance with the Income Target Agreement shall
            be deemed
            distributions by the Company to MOF.

           

          Section
            5.2Limitations
            on Distributions. The
            Company shall make no distributions to the Members except (i) as provided
            in this Article V,
            Article VII,
            and
Article IX
            or
            (ii) as agreed to by all of the Members. The Company shall not make any
            distribution to a Member to the extent that such distribution would be
            prohibited by Section 18-607 of the Act. The Members do not intend to
            extend the statute of limitations set forth in Section 18-607(c) of the
            Act.

           

          ARTICLE
            VI

           

          


           

          MANAGEMENT
            AND OPERATIONS OF THE COMPANY

           

          Section
            6.1Management
            Generally.

           

          (a) Authority
            of the Manager With Respect to Daily Operations.
            Subject
            to this Agreement, including but not limited to Section 6.2,
            the
            overall management and control of the business and affairs of the Company
            shall
            be vested in the Manager. The Manager will reasonably consult with the
            Members
            with respect to operational issues and decisions. Except for those matters
            expressly required under this Agreement to be approved by MOF or the
            Members or
            the Management Committee, (i) the Manager shall be the sole decision-maker
            on all matters affecting the business and affairs of the Company, and
            (ii) all decisions with respect to the business and affairs of the Company
            made by the Manager shall be binding on the Company and each of the Members,
            including those with respect to the following:

           

          (i) taking
            all such actions as are necessary or desirable to cause the Company to
            acquire,
            hold, manage and sell Projects in accordance with this Agreement, including,
            without limitation, executing any deed, lease, easement, mortgage, deed
            of
            trust, mortgage note, promissory note, bill of sale, service or other
            contract,
            certificate or other instrument in connection with the acquisition, holding,
            financing, management, maintenance, operation, leasing, mortgaging or
            other
            disposition of a Project, and any Person dealing with the Company shall
            be
            entitled to rely on such execution, without any further investigation,
            as the
            authority of the Manager to execute any such document on behalf of the
            Company;

           

          (ii) protecting
            and preserving the interests of the Company with respect to each Project
            and
            other assets owned by the Company and complying with all applicable laws
            and
            regulations and all agreements of the Company;

           

          (iii) keeping
            all books of account and other records of the Company and each
            Project;

           

           


          
            
              
              

            

            
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          (iv) coordinating
            the services of all property managers, engineers, accountants and other
            persons
            necessary or appropriate to carry out the business of the Company;

           

          (v) maintaining
            all funds of the Company in one or more Company accounts in a bank or
            banks and
            making payments for Company Expenses out of such account, provided
            that
            such accounts shall be solely for the Company and shall not be commingled
            with
            the funds of either Member, the Manager or any other Person;

           

          (vi) making
            distributions periodically to the Members in accordance with the provisions
            of
            this Agreement;

           

          (vii) obtaining
            and complying with all policies of insurance in place with respect to
            the
            Company and the Projects;

           

          (viii) instituting,
            defending, prosecuting, settling or otherwise taking any action on behalf
            of the
            Company with respect to any lawsuit or other legal action;

           

          (ix) preparing
            and filing all necessary returns, reports and statements and paying all
            taxes,
            assessments and other impositions relating to Projects or operations
            of the
            Company;

           

          (x) performing
            other normal business functions and otherwise operating and managing
            the
            business and affairs of the Company in accordance with this Agreement,
            with any
            applicable law and regulations, and with all agreements of the Company;
            and

           

          (xi) incurring
            costs and expenditures on behalf of the Company, a Project Level Entity
            or any
            other subsidiary of the Company.

           

          (b) Business
            Plans and Budgets.

           

          (i) Within
            thirty (30) days after the date of this Agreement, the Members shall
            agree on
            the initial Business Plan and initial Budget for the remainder of the
            2005
            calendar year and the 2006 calendar year, including amounts to be set
            aside as
            Reserves, for the Company and the Projects. At least ninety (90) days
            prior to
            each December 31 during the term of this Agreement, the Manager shall
            prepare
            and submit a new annual Budget to all the Members for Consent. The Manager
            will
            prepare and submit to all the Members for Consent, on or prior to November
            10 of
            each calendar year, a Business Plan for the next calendar year. The Business
            Plan shall include but not be limited to (A) recommendations with respect
            to the
            acquisition, management, leasing, operation, financing, refinancing and/or
            disposition of the Projects, (B) portfolio analysis (i.e., an aggregate
            summary
            of net rents, tenant improvements, average lease terms, capital expenditures,
            etc.), (C) a hold/sell analysis for each Project and (D) such additional
            information as reasonably requested by each of the Members. The Manager
            shall
            use commercially reasonable efforts to implement the Business Plan. If
            MOF and
            Maguire fail to agree on a Budget for any year, the Budget in effect
            for the
            preceding period shall continue in effect for such subsequent year; provided
            that
            invoices for taxes, 

           


          
            
              
              

            

            
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          insurance,
            utilities, snow removal and other similar expenses necessary to operate
            the
            Projects shall be paid. The immediately preceding sentence will apply
            only until
            MOF and Maguire have agreed on a new Budget.

           

          (ii) The
            Manager shall use commercially reasonable efforts to implement the Business
            Plan
            and Budget and shall be authorized, without the need for further approval
            by the
            Members, to make the expenditures and incur the obligations provided
            for in the
            Budget;
            provided,
            however,
            that
            any single expenditure in excess of $500,000 shall be a Major
            Decision.

           

          (c) Emergency
            Repairs.
            The
            Manager may make expenditures on behalf of the Company, or enter into
            contracts
            whose costs are not included in the Budget, for repairs to any Project
            which, in
            the Manager’s opinion, using reasonable business judgment, are immediately
            required to be made for the preservation or safety of the Project, to
            avoid the
            suspension of any essential service to or for the Project, to avoid danger
            to
            life or property at the Project, or to comply with law if the non-compliance
            therewith could subject the Manager or any employees of the Manager or
            any of
            its Affiliates to criminal or civil liability (“Emergency
            Expenditures”).
            The
            Manager shall promptly, but no later than the next Business Day after
            the
            Manager learns of such emergency, notify MOF by telephone of any such
            emergency.
            Immediately thereafter, the Manager shall send MOF a written notice setting
            forth the nature of the emergency and any action taken in connection
            therewith.

           

          (d) Investment
            Criteria and Insurance Guidelines.
            At
            least annually, the Members shall review the Investment Criteria and
            Insurance
            Guidelines and consider appropriate adjustments for submission to the
            Management
            Committee pursuant to Section 6.2.

           

          Section
            6.2Major
            Decisions. Except
            as
            provided in Section 6.1(c),
            no act
            shall be taken or sum expended or obligation incurred by the Manager,
            on behalf
            of the Company or any Project Level Entity with respect to any of the
            following
            matters, unless such matter has received the approval of the Management
            Committee (each, a “Major
            Decision”):

           

          (a) approving
            any Budget or Business Plan or any modification or amendment to any Budget
            or
            Business Plan;

           

          (b) any
            Capital Expenditure not included in the then current Budget in excess
            of
            $100,000, any single Capital Expenditure included in the Budget that
            exceeds
            $500,000, or any Operating Expense not included in the then current Budget
            in
            excess of the greater of $30,000 or 5% of any line item in the
            Budget;

           

          (c) adopting,
            modifying or amending the Investment Criteria;

           

          (d) except
            as
            provided for in the Budget, the acquisition of any New Project or any
            other real
            property or any personal property (in each case, directly or indirectly,
            through
            acquisition of a Project Level Entity) with a cost in excess of
            $10,000;

           

          (e) except
            in
            accordance with Article VII
            or
Article IX,
            the
            Sale of all or any part of a Project or Project Level Entity or any other
            real
            property or any material personal property other than a Qualifying Parcel
            Release;

           

           


          
            
              
              

            

            
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          (f) except
            as
            provided for in the Budget, entering into or, thereafter, modifying or
            amending,
            contracts reasonably anticipated to obligate the Company to expend greater
            than
            $50,000 per
            Project per annum for routine and non-routine services to be rendered
            to the
            Company (including, without limitation, legal, accounting and consulting
            services or maintenance or other services);

           

          (g) except
            as
            otherwise provided or required by Section 3.2,
            any
            Additional Capital Contribution by a Member;

           

          (h) adopting,
            modifying or amending the Financing Guidelines (the "Post-Closing
            Financings");

           

          (i) except
            as
            provided in the Financing Guidelines, and except for the Financings of
            the MOF
            Projects completed within three days after this Agreement is entered
            into:
            (i) any Financing (including any adjustments to Exhibit
            E
            that are
            necessary as a result of an increase in leverage); (ii) the granting of any
            lien, security interest, pledge, mortgage, deed of trust or other encumbrance
            on
            any asset of the Company; (iii) increasing, or extending the maturity date
            of, any Financing; or (iv) otherwise modifying or amending any
            Financing;

           

          (j) the
            sale
            of any additional equity in the Company or any public offering of securities
            by
            the Company;

           

          (k) the
            admission of a new Member to the Company or any Project Level
            Entity;

           

          (l) the
            appointment of a new property manager, an asset manager or a manager
            (as such
            term is defined in Section 18-101 of the Act), a successor to any of the
            foregoing or an additional property manager, asset manager or manager
            (as such
            term is defined in Section 18-101 of the Act), or the modification or
            amendment to the Property Management Agreement if, after consultation
            with MOF,
            such modification or amendment may reasonably be expected to have an
            adverse
            impact on the Company;

           

          (m) the
            formation or acquisition of a Project Level Entity or any other subsidiary,
            or
            the entrance by the Company or a Project Level Entity into a joint venture
            or
            other co-ownership relationship with respect to the ownership of a
            Project;

           

          (n) the
            termination, dissolution, merger, consolidation or conversion of the
            Company, a
            Project Level Entity or other subsidiary except in accordance with Article VII;

           

          (o) any
            material tax election proposed to be made on behalf of the Company or
            a Project
            Level Entity or changes to tax classifications of the Company or any
            subsidiaries, or to any tax allocation methodology (other than elections
            as to
            which neither Member can demonstrate, after consultation with the Manager,
            that
            such election may reasonably be expected to have a material adverse impact
            on
            such Member);

           

          (p) any
            election pursuant to Treasury Regulation Section 301.7701-3 to classify the
            Company for federal income tax purposes as anything other than a partnership
            or
            to 

           


          
            
              
              

            

            
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          classify
            a Project Level Entity for federal income tax purposes as anything other
            than a
            disregarded entity;

           

          (q) any
            Major
            Lease, any material amendment or any extension of a Major Lease;

           

          (r) adopting,
            modifying or amending the Insurance Guidelines, or obtaining insurance
            with
            respect to the Company or any Project outside the scope of the Insurance
            Guidelines;

           

          (s) except
            as
            contemplated by this Agreement, the execution of any contract (or any
            amendment
            or waiver thereof) with a Member or an Affiliate of a Member or the consummation
            of any transaction with a Member or an Affiliate of a Member that could
            reasonably be expected to obligate the Company to spend more than $100,000
            per
            Project per year;

           

          (t) adjusting
            the Gross Asset Value of Company assets pursuant to clauses (b)(i) and
            (b)(ii)
            of the definition of Gross Asset Value (in determining whether such adjustment
            should be made, the Members shall take into consideration whether such
            adjustments are reasonably necessary or appropriate to reflect the relative
            economic interest of the Members in the Company);

           

          (u) approving
            or paying any leasing commission that requires the approval of the Company
            pursuant to the terms of the Property Management Agreement;

           

          (v) appointing
            a Qualified Appraiser in accordance with Section 6.10;

           

          (w) any
            voluntary zoning change or any subdivision of any Project, other than
            in order
            to effectuate the Qualifying Parcel Release;

           

          (x) the
            institution, prosecution, settlement, the confession of a judgment against
            the
            Company or other action on behalf of the Company with respect to any
            lawsuit or
            other legal action, including, but not limited to, any tax controversies,
            where
            the amount involved exceeds $150,000; 

           

          (y) any
            modification or amendment to this Agreement or any other organizational
            document
            of the Company; and 

           

          (z) in
            the
            event that the Asset Management Provisions are terminated pursuant to
            Section
            6.5(h),
            the
            selection and retention of any Replacement Asset Manager and the fees
            and other
            terms related thereto; provided that the representatives of Maguire on
            the
            Management Committee shall not unreasonably withhold their Consent to
            any
            Replacement Asset Manager (or the fees and other terms related thereto)
            proposed
            by MOF so long as such Replacement Asset Manager is experienced in providing
            comparable services in connection with Class A office buildings or Persons
            owning Class A office buildings and the fees and other terms related
            thereto are
            within a reasonable market range for the services to be provided.

           

          Section
            6.3Dispute
            Resolution.

           

           


          
            
              
              

            

            
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          (a) Major
            Decisions other than those Entailing Transactions or Business
            Strategies.
            If the
            individuals on the Management Committee are unable to agree within fifteen
            (15)
            Business Days on any Major Decision that does not entail an impasse over
            a
            transaction or business strategy requiring approval under Section
            6.2(c), (d), (e), (g), (h), (i), (j), (k), (l), (m), (n) or (z),
            the
            Management Committee shall send Notification of the disagreement to Simon
            Jones
            (or his successor) at MOF and Robert F. Maguire III (or his successor)
            at
            Maguire; provided
            that MOF
            and Maguire may designate other members of senior management to attempt
            to
            settle the disagreement; so long as, such designees shall not include
            any
            individual(s) previously involved in the dispute resolution process related
            to
            the disagreement that is subject to the Notification. The members of
            senior
            management of MOF and Maguire shall attempt in good faith to settle such
            disagreement. If MOF and Maguire are unable to agree within an additional
            fifteen (15) Business Days after receiving Notification of the disagreement,
            the
            Members shall promptly select a mutually acceptable unrelated and independent
            individual who shall, after good faith discussions with the Members with
            the
            objective of arriving at a consensus on the issue in question that is
            acceptable, arbitrate and resolve the deadlocked matter. This independent
            individual shall have the authority to make a final decision as to a
            Major
            Decision which shall be conclusive and binding on the Members. In the
            event that
            the Members can not agree on the selection of such individual, either
            Member
            shall be entitled to request that an official of the Chicago, Illinois
            office of
            the American Arbitration Association (“AAA”)
            appoint such individual, and such Member shall promptly give written
            notice to
            the other Member that such request has been made (whereupon such other
            Member
            shall be entitled to make a duplicative request to the AAA). In such
            event, the
            official of the AAA shall be instructed to appoint an individual who
            (i) is
            a real estate professional (or otherwise appropriately qualified professional
            experienced with matters relevant to the disputed issue), experienced
            with the
            management, leasing and operation of Class A high rise office buildings
            and
            (ii) has no prior relationship or conflict with a Member or the Company.
            The Members shall bear the costs of the arbitration equally, other than
            the
            costs of their own experts, evidence and legal counsel, which each Member
            shall
            bear separately.

           

          (b) Major
            Decisions Entailing Transactions or Business Strategies.
            If the
            individuals on the Management Committee are unable to agree within fifteen
            (15) Business Days on any Major Decision that does entail an impasse
            over a
            transaction or business strategy requiring approval under Section
            6.2(c), (d), (e), (g), (h), (i), (j), (k), (l), (m), (n) or (z),
            the
            Management Committee shall send Notification of the disagreement to Simon
            Jones
            (or his successor) at MOF and Robert F. Maguire III (or his successor)
            at
            Maguire; provided
            that MOF
            and Maguire may designate other members of senior management to attempt
            to
            settle the disagreement; so long as, such designees shall not include
            any
            individual(s) previously involved in the dispute resolution process related
            to
            the disagreement that is subject to the Notification. The members of
            senior
            management of MOF and Maguire shall attempt in good faith to settle such
            disagreement. If MOF and Maguire are unable to agree within an additional
            fifteen (15) Business Days after receiving Notification of the disagreement,
            the
            disagreement shall be submitted to non-binding mediation conducted in
            Chicago,
            Illinois pursuant to the Commercial Mediation Rules of the American Arbitration
            Association and the Members agree to try in good faith to settle such
            disagreement. Mediation shall be initiated by one Member providing Notification
            of mediation to the other. Maguire and MOF shall select a mutually acceptable
            mediator within ten (10) Business Days after the date of such Notification.
            If
            the Members fail to agree on a mediator within such ten (10) Business
            Day
            period, then the mediation shall be 

           


          
            
              
              

            

            
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          administered
            by a mediator selected by the American Arbitration Association. Whether
            selected
            by the Members or the American Arbitration Association, such mediator
            shall be a
            real estate professional (or otherwise appropriately qualified professional
            experienced with matters relevant to the disputed issue), experienced
            with the
            management, leasing and operation of Class A high rise office buildings.
            The
            mediation proceedings shall be completed within fifteen (15) days after
            the
            selection of the mediator. The
            Members shall bear the costs of the mediation equally, other than the
            costs of
            their own experts, evidence and legal counsel, which each Member shall
            bear
            separately. If,
            after
            mediation, the disagreement has not been resolved, the Major Decision
            subject to
            the disagreement shall not be taken and shall not, without the Consent
            of the
            other Member, be submitted for Consent again during the twelve (12) months
            following the expiration of the mediation proceedings.

           

          (c) Marketing
            Right.
            If, at
            any time after the second (2nd)
            anniversary of this Agreement, the Members disagree on a transaction
            or business
            strategy requiring approval under Section
            6.2(c), (d), (e), (g), (h), (i), (j), (k), (l), (m), (n) or (z),
            and the
            disagreement is not resolved after following the procedures set forth
            in
Section 6.3(b)
            (a
“Dispute”),
            (i) if the Dispute relates to one or more Projects (a “Project
            Dispute”)
            and
            the Dispute remains unresolved three (3) months following the date of
            completion
            of the mediation proceedings described in Section 6.3(b),
            or
            remains unresolved for a shorter time period if the Company or a Member
            would
            reasonably be likely to be in material default under contractual arrangements
            to
            which it is a party prior to the date that is three (3) months following
            the
            date of completion of the mediation proceedings, then a Member may send
            a
            Project Marketing Notice as provided in Section 9.3
            and
            (ii) if the Dispute does not relate to a Project, and the Dispute remains
            unresolved twelve (12) months following the date of completion of the
            mediation
            proceedings described in Section 6.3(b),
            or
            remains unresolved for a shorter time period if the Company or a Member
            would
            reasonably be likely to be in material default under contractual arrangements
            to
            which it is a party prior to the date that is twelve (12) months following
            the
            date of completion of the mediation proceedings, a Member may elect to
            dissolve
            the Company and send a Portfolio Marketing Notice as provided in Section 9.2.
            In
            either case, the sending Member must have attempted in good faith to
            resolve the
            Dispute pursuant to Section 6.3(b).

           

          Section
            6.4Management
            Committee.

           

          (a) Member
            Representatives. The
            Company shall have a management committee consisting of three representatives
            of
            each Member of the Company (the “Management
            Committee”).
            Robert F. Maguire, III, Dallas Lucas and Javier Bitar shall serve as
            Maguire’s
            initial Member representatives on the Management Committee and Simon
            Jones,
            Adrian Taylor and Jill Rikard-Bell shall serve as MOF’s initial Member
            representatives on the Management Committee. Each Member representative
            shall
            coordinate Member communications with respect to the Company’s affairs. Each
            Member may designate a replacement Member representative on the Management
            Committee upon Notification to the other Member. The Management Committee
            shall
            use reasonable efforts to meet once every Fiscal Quarter (either in person
            or by
            telephone) to review the Company’s operations, and more frequently as needed to
            address matters on an interim basis. Management Committee meetings may
            be called
            by any Member representative with at least three (3) Business Days’ prior
            Notification.
            Any
            Member representative may appoint another individual to act for such
            representative at any Management Committee meeting by a proxy executed
            in
            writing and 

           


          
            
              
              

            

            
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          presented
            to the other Member representatives at or before such meeting. Member
            representatives shall not be managers of the Company under the Act. The
            presence
            of at least one representative of each Member shall be required for every
            Management Committee meeting. Any matter submitted for the approval of
            the
            Management Committee shall be deemed approved if at least one representative
            of
            each Member approves or consents in writing to the matter.

           

          (b) Actions
            Binding on Members.
            Any
            written approval signed on behalf of MOF by its Member representatives
            on the
            Management Committee shall be binding on MOF and any written approval
            signed on
            behalf of Maguire by its Member representatives on the Management Committee
            shall be binding on Maguire.

           

          Section
            6.5Fees
            to the Manager or its Affiliates. From
            time
            to time, the Manager or one of its Affiliates may perform certain property
            management, asset management, acquisition, disposition, financing or
            development
            management services for the Company, as described herein. Each of the
            following
            fees shall be payable by the Company for such services at the times noted
            below,
            subject to the Company’s receipt of proper invoices for each such fee, cost or
            expense:

           

          (a) Property
            Management Fees.
            The
            Company shall pay to the Property Manager the fees set forth in the Property
            Management Agreement in accordance with the terms and subject to the
            conditions
            set forth in the Property Management Agreement.

           

          (b) Asset
            Management Fees.
            The
            Company shall pay to the Manager an asset management fee for advisory
            and asset
            management services it provides to the Company pursuant to this Agreement,
            including monitoring market conditions, monitoring and arranging financing,
            managing the projects, creating annual budgets and business plans, developing
            capital expenditure plans, overseeing accounting and reporting at the
            Project,
            Project Level Entity and Company levels, and managing the Company’s treasury and
            tax matters, each as more fully described herein. The asset management
            fee that
            the Company shall pay to the Manager shall be equal to fifteen (15) basis
            points
            of the Fair Market Value of the Projects (as determined by the most recent
            appraisal in accordance with Section 6.10),
            other
            than the SG Project until November 2007, on an annual basis, and shall
            be
            payable quarterly in arrears. The Fair Market Value of such Projects
            shall be
            determined as of June 30 of each year for asset management fees paid
            with
            respect to the quarters ending June 30 and September 30 of such year,
            and as of
            December 31 of each year for asset management fees paid with respect
            to the
            quarters ending December 31 of such year and March 31 of the following
            year. In
            the event that Macquarie Office Trust or an Affiliate is not required
            to pay a
            third-party an asset management fee with respect to any of the Projects,
            then
            the asset management fee payable to the Manager will increase to an equal
            share
            of the base management fee of Macquarie Office Trust with respect to
            each of the
            Projects. 

           

          (c) Acquisition
            Fee.
            The
            Company shall pay to the Manager an acquisition fee for arranging the
            purchase
            of any property by the Company from a third party that is not a Member
            or an
            Affiliate of a Member. The acquisition fee payable to the Manager pursuant
            to
            this Section 6.5(c)
            shall be
            equal to:

           

           


          
            
              
              

            

            
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          (i) Eighty-five
            (85) basis points of the gross purchase price paid by the Company for
            any
            property purchased by the Company that is sourced by the Manager or its
            Affiliates in an off-market basis where such opportunity has not been
            offered on
            the open market.

           

          (ii) Fifteen
            (15) basis points of the gross purchase price paid by the Company for
            any
            property purchased by the Company that is sourced by MOF or its
            Affiliates.

           

          (iii) Seventy-five
            (75) basis points of the gross purchase price paid by the Company for
            any
            property purchased by the Company that is not sourced in a manner described
            in
            either clause
            (i)
            or
clause
            (ii)
            of this
Section 6.5(c),
            including those purchase opportunities offered on the open market.

           

          For
            purposes of determining the acquisition fee payable to the Manager pursuant
            to
            this Section 6.5(c),
            the
            purchase price paid by the Company for any property shall include the
            principal
            amount of debt assumed at the time of acquisition by the Company, but
            shall
            exclude customary transaction expenses of the Company in connection with
            completing such transaction and any capital expenditure adjustments included
            in
            the purchase and sale agreement for such property. Any acquisition fee
            payable
            under this Section 6.5(c)
            shall be
            paid by the Company to the Manager at the closing of the acquisition
            of the
            property to which such acquisition fee relates. The acquisition fee payable
            by
            the Company to the Manager hereunder for any corporate-level acquisition
            by the
            Company, shall be as mutually agreed upon by the Members, on a case-by-case
            basis. Notwithstanding the foregoing, the Manager shall not be entitled
            to
            receive an acquisition fee with respect to the acquisition by the Company
            of the
            MOF Projects or the Maguire Projects or any of the development opportunities
            that are the subject of Article III of the ROFO Agreement (to the extent
            acquired by the Company).

           

          (d) Disposition
            Fee.
            The
            Manager shall be entitled to receive a disposition fee for arranging
            the Sale of
            any Project to a third party that is not a Member or an Affiliate of
            a Member.
            The disposition fee shall be equal to twenty-five (25) basis points of
            the gross
            sale price (including the principal amount of the debt assumed by the
            purchaser,
            but excluding any accrued interest on such assumed debt and any capital
            expenditure adjustments included in the purchase and sale agreement for
            such
            Project) of such Project, plus any out-of-pocket third-party costs and
            expenses
            incurred by the Manager on behalf of the Company in connection with such
            transaction; provided,
            however, that the aggregate amount of the disposition fee paid to the
            Manager
            and such third-party costs and expenses, including but not limited to
            broker
            fees, paid in accordance with this Section 6.5(d)
            shall
            not exceed seventy-five (75) basis points of the gross sale price of
            such
            Project. Such fee shall be payable by the Company to the Manager at the
            closing
            of such disposition transaction by the Company.

           

          (e) Financing
            Fee.
            The
            Manager shall be entitled to receive a financing fee for arranging a
            Financing
            for the Company. The financing fee shall be equal to (i) for any Financing
            with
            a term of one year or less (a “Short-Term Financing”), fifteen (15) basis points
            of the total amount of the Financing, and (ii) for any Financing that
            is not a
            Short-Term Financing, fifty (50) basis points of the total amount of
            the
            Financing, in either case, less any out-of-pocket third-party debt placement
            fees (if any) incurred by the Company in connection with such 

           


          
            
              
              

            

            
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          financing
            transaction. If the Company completes a Financing that refinances a Short-Term
            Financing, the fee payable to the Manager for the new Financing shall
            be reduced
            by the fee previously paid with respect to the Short-Term Financing being
            refinanced. Such fee shall be payable by the Company to the Manager at
            the
            closing of such financing transaction by the Company. Notwithstanding
            the
            foregoing, the Manager shall not be entitled to receive a financing fee
            with
            respect to (x) the Financing by the Company of the MOF Projects undertaken
            within 90 days after their contribution to the Company, or (y) any Financing
            that the Company assumes, or takes subject to, with respect to any New
            Project.

           

          (f) Development
            Management Fee.
            With
            respect to a Project for which the Company is undertaking development
            activities
            previously approved by the Members or the Management Committee, the Manager
            shall be entitled to receive a development management fee equal to four
            percent
            (4.0%) of total development costs with respect to such Project; provided,
            however, that land costs, capitalized interest and financing costs related
            to
            development activities shall not be included in total development costs
            for
            purposes of calculating the development management fee. The development
            management fee shall be payable pro-ratably over the course of the development
            period, as development costs are funded. 

           

          (g) At
            its
            discretion, the Manager may delegate any of its responsibilities under
            this
Section
            6.5,
            and
            assign its rights to receive the related fees, to an Affiliate of the
            Manager
            without the consent or approval of any Member or the Management Committee,
            provided that the Manager shall continue to be responsible for the performance
            of all such responsibilities as if any such delegation or assignment
            of rights
            to receive fees, as the case may be, had not occurred.

           

          (h) Any
            Member shall be permitted to terminate the rights and obligations of
            the Company
            and the Manager as set forth in Sections
            6.1(b),
            (c),
            and
(d)
            (the
“Asset Management Provisions”) effective as of the date of the tenth anniversary
            of the date of this Agreement (the “Tenth Anniversary”) or, if the Asset
            Management Provisions are not so terminated on the Tenth Anniversary,
            effective
            as of the end of any subsequent anniversary of the date of this Agreement,
            by
            giving written notice thereof to the other Members and the Manager no
            later than
            sixty days prior to the Tenth Anniversary or any subsequent anniversary
            of the
            date of this Agreement. In the event that a Member exercises its right
            to
            terminate the Asset Management Provisions pursuant to the preceding sentence,
            then the selection and retention of the Person or Persons to perform
            the
            services contemplated within the Asset Management Provisions (any such
            Person, a
“Replacement Asset Manager”) and the fees and other terms related thereto shall
            be a Major Decision governed by Section
            6.2 (z).

           

          Section
            6.6Matters
            Relating to Maguire Agreements. MOF
            shall
            have authority to act on behalf of the Company to enforce any Maguire
            Agreement
            against Maguire or a Maguire Affiliate party thereto, and to make determinations
            on behalf of the Company with respect to such enforcement; provided
            that MOF
            and Maguire shall act reasonably with respect to enforcement of any Maguire
            Agreements.

           

          Section
            6.7Costs. The
            Company shall reimburse the Manager for all reasonable out-of-pocket
            costs and
            expenses incurred by the Manager on behalf of, or on account of, the
            Company in
            connection with the fulfillment by the Manager of its duties and obligations
            

           


          
            
              
              

            

            
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          hereunder,
            including, without limitation, fees and expenses of any Accountant or
            counsel of
            the Company, provided that such fees and expenses are owed to the Accountant
            or
            counsel that is identified on Exhibit D,
            or
            otherwise approved by the Members.

           

          Section
            6.8Compensation
            of Members and their Affiliates.
            Except
            as may be expressly provided in this Article VI
            or
            elsewhere in this Agreement or a Maguire Agreement, or as may be Consented
            to by
            the Members, no Member nor any of its Affiliates shall receive, or shall
            be
            entitled to receive, any compensation, salaries, commissions, fees, profits,
            reimbursements or distributions from the Company.

           

          Section
            6.9Project
            Level Entity. If
            the
            Members determine that for legal, tax or regulatory reasons it is in
            the best
            interests of the Company that the Company hold a New Project through
            an
            alternative investment structure, the Company shall structure such acquisition
            through a Project Level Entity that is directly or indirectly owned one
            hundred
            percent (100%) by the Company and that will hold such Project in lieu
            of the
            Company. If the Company structures such ownership using a Project Level
            Entity,
            each Member shall make Capital Contributions directly to the Company
            which will
            in turn make Capital Contributions to the Project Level Entity to the
            same
            extent, for the same purposes and on the same terms and conditions as
            Members
            are required to make Capital Contributions to the Company. For purposes
            of this
            Agreement, the formation documents of each Project Level Entity and any
            agreements to which a Project Level Entity is a party, any Project and
            other
            assets owned by a Project Level Entity shall be deemed held by the Company,
            and
            any action with respect to the Project, including but not limited to
            a Major
            Decision, that would require the approval of any Member if the Project
            were
            owned directly by the Company shall require such approval even though
            such
            approval is not required by such formation documents or other
            agreements.

           

          Section
            6.10Project
            Appraisals.

           

          (a) Periodic
            Appraisals.
            The
            Manager shall cause all of the Projects to be appraised by a Qualified
            Appraiser
            at least once every twenty-four (24) to thirty-six (36) months (each,
            a
“Mandatory
            Appraisal”).
            The
            Manager, on behalf of the Company, shall identify its suggested appraiser
            to be
            a Qualified Appraiser in a Notification to MOF, requesting MOF’s approval of
            such appraiser. If MOF fails to approve such appraiser, the Manager shall
            suggest another appraiser to be a Qualified Appraiser in a Notification
            to MOF,
            requesting MOF’s approval of such appraiser. If MOF fails to approve such
            appraiser, the appointment and approval of a Qualified Appraiser shall
            be deemed
            a Major Decision, and shall be governed by the resolution process set
            forth in
Section 6.3(a).
            

           

          The
            Manager, on behalf of the Company, shall provide the Qualified Appraiser
            with
            information and instructions as needed to obtain the appraisal. The appraisals
            obtained under this Section 6.10
            shall be
            conclusive as to Fair Market Value of each Project until a new appraisal
            is
            obtained under this Section 6.10
            but
            shall only affect the Gross Asset Value of a Project under the circumstances
            described in the definition of Gross Asset Value. Appraisals shall be
            performed
            for any or all of the Projects more often than once every twenty-four
            (24) to
            thirty-six (36) months at the request of either Member (each, an “Additional
            Appraisal”).
            The
            cost of each Mandatory Appraisal obtained pursuant to this Section 6.10(a)
            shall be
            paid by the Company. The cost of each Additional Appraisal shall be paid
            by the
            Member who requested 

           


          
            
              
              

            

            
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          such
            appraisal. The Manager shall give MOF a reasonable opportunity to review
            and
            comment on any appraisal before such appraisal becomes final. Unless
            otherwise
            agreed to by the Members, no Person shall serve as a Qualified Appraiser
            of a
            Project or Projects if such Person completed the last two (2) consecutive
            appraisals for such Project or Projects.

           

          (b) Disputed
            Appraisals.
            If
            either Member disagrees with an appraisal of a Project, it shall have
            fifteen
            (15) days after both Members have received the appraisal to appoint its
            own
            Qualified Appraiser (which need not meet the requirement set forth in
            clause
            (b)
            of the
            definition of “Qualified Appraiser”), and that appraiser shall have thirty (30)
            days after the date of its appointment to render its own appraisal of
            the
            Project. If the appraised value in the second appraisal differs from
            the
            appraised value in the first appraisal by three percent (3%) or less,
            the
            average of the two appraised values shall be the final appraised value.
            If the
            appraised value in the second appraisal differs from the appraised value
            in the
            first appraisal by more than three percent (3%), the second Qualified
            Appraiser
            and the first Qualified Appraiser shall select a mutually acceptable
            third
            Qualified Appraiser. If the two appraisers are not able to agree on the
            appointment of a third Qualified Appraiser, the third Qualified Appraiser
            shall
            be selected by the American Arbitration Association, or any successor
            organization thereto. The third Qualified Appraiser shall have thirty
            (30) days
            from the date of its appointment to render its own third appraisal of
            the
            Project which shall be binding on the Company. If the appraised value
            in the
            third appraisal differs from the first appraised value by five percent
            (5%) or
            less, the Member that disagreed with the first appraisal and requested
            the
            additional appraisals shall pay the costs of the two additional appraisers.
            If
            the appraised value in the third appraisal differs from the first appraised
            value by more than five percent (5%), the Company shall pay the costs
            of all of
            the appraisers.

           

          Section
            6.11Other
            Businesses.
            Subject
            to the terms of this Agreement and the ROFO Agreement, the Members and
            their
            respective Affiliates, and the officers, directors, trustees, partners,
            employees, agents and shareholders of the Members and their respective
            Affiliates shall have the right to engage in business activities in addition
            to
            those relating to the Company (including, without limitation, ownership,
            operation, management, syndication, and development of real property,
            including
            projects which may be in competition with the Company or a
            Project).

           

          Section
            6.12Scope
            of Authority.
            Except
            as otherwise expressly and specifically provided in this Agreement, no
            Member
            shall have any authority to bind or act for, or assume any obligations
            or
            responsibility on behalf of, the Company or any other Member. Neither
            the
            Company nor any Member shall by virtue of executing this Agreement be
            responsible or liable for any indebtedness or obligation of, or claim
            against,
            any other Member. No Member shall be responsible or liable for any indebtedness
            or obligation of, or claim against, the Company.

           

          Section
            6.13Limited
            Liability of Members.
            Except
            as may be provided in the Act, or in another agreement, (a) no Member shall
            be liable for the debts, liabilities, contracts or any other obligations
            of the
            Company, (b) no Member shall be required or obligated to provide additional
            capital to the Company or its creditors by way of contribution, loan
            or
            otherwise beyond the amount of the Capital Contributions required of
            such
            Members pursuant to Article III,
            and
            (c) no Member shall have any personal liability whatsoever, whether to the
            Company, any other Member or any third party, for the debts of the Company
            or
            any of its losses.

           


          
            
              
              

            

            
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          Section
            6.14Term
            of Manager; Removal of Day-to-Day Operations from the Manager’s
            Control.

           

          (a) The
            Manager shall serve as the manager of the Company unless the Manager
            is removed
            in accordance with Section 6.14(b).

           

          (b) If
            (i) after Notification by MOF to the Manager, either (1) the Manager or any
            Affiliate of the Manager (who has been assigned rights or assumed obligations
            under this Agreement) fails to cure a Material Breach by it under this
            Agreement
            within the applicable cure period set forth in Section 7.2(a)(i),
            (ii),
            (iii)
            or
(iv)
            or, (2)
            if the Property Manager is an Affiliate of the Manager and fails to cure
            a
            Material Breach by it under the Property Management Agreement within
            the
            applicable cure period; (ii) Maguire Transfers all or part of its
            Membership Interest in violation of Article IX;
            or
            (iii) a Change of Control occurs with respect to Maguire, then MOF shall
            have the right, in addition to any other remedies available at law or
            in equity
            or under this Agreement, to take any or all of the following
            actions:

           

          (x) terminate
            all the Maguire Agreements, or

           

          (y) subject
            to compliance with Section
            9.4,
            replace
            the Manager with itself or a new Manager selected by MOF and reasonably
            approved
            by Maguire.

           

          (c) If
            MOF
            exercises the right in Section 6.14(b)(x),
            from
            and after the date of such exercise by MOF, Maguire, or the appropriate
            Affiliate of Maguire, shall cease to be entitled to receive the fees
            pursuant to
            such Maguire Agreements which had not yet accrued pursuant to Section 6.5(a)
            or
            otherwise. If the Manager is replaced in accordance with Section 6.14(b)(y),
            from
            and after the date of such replacement, the Manager shall cease to be
            entitled
            to receive the fees which had not yet accrued pursuant to Section 6.5.
            If the
            Manager is terminated based upon a Determination of a Material Breach,
            and a
            court of competent jurisdiction finally determines (after all available
            appeals
            have been exhausted or time periods elapsed) that a Material Breach had
            not
            occurred, despite the determination of the arbitrator (or panel of arbitrators),
            then the Company shall pay the Manager an amount equal to all fees that
            would
            have been payable to Manager pursuant to this Agreement (a) if the Determination
            was made prior to the 5th
            Anniversary of the Agreement, a period of two years, and (b) if the
            Determination was made on or after the 5th
            Anniversary of the Agreement, a period of one year. 

           

          Section
            6.15REIT
            Status.
            The
            Manager shall at all times use its commercially reasonable efforts to
            conduct
            the business of the Company such that the nature of the Company's assets
            and
            gross revenues (as determined pursuant to Section 856(c)(2), (3) and (4) of
            the Code) would permit the Company (determined as if the Company were
            a “real
            estate investment trust”) to qualify as a real estate investment trust under
            Section 856 of the Code and would permit the Company to avoid incurring any
            tax on prohibited transactions under Section 857(b)(6) of the Code and any
            tax on re-determined rents, re-determined deductions, and excess interest
            under
            Section 857(b)(7) of the Code (determined as if the Company were a real
            estate investment trust); provided,
            however,
            that
            the Manager shall be permitted to cause the Company to form a taxable
            REIT
            subsidiary, within the meaning of Section 856(l) of the Code to comply with
            this 

           


          
            
              
              

            

            
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          Section 6.15,
            and the
            Manager shall give MOF notice of any such formation within five (5) days
            of such
            formation.

           

          Section
            6.16Limitation
            of Liability.

           

          (a) Except
            as
            otherwise provided by the Act, the debts, obligations and liability of
            the
            Company, whether arising in contract, tort or otherwise, shall be solely
            the
            debts, obligations and liabilities of the Company, and no Member or Manager
            shall be obligated for any such debt, obligations or liability of the
            Company
            solely by reason of being a member or acting as a manager of the
            Company.

           

          (b) Notwithstanding
            any other provisions of this Agreement, whether express or implied, or
            any
            obligation or duty at law or in equity, none of the Member, Managers,
            or any
            officers, directors, stockholders, partners, employees, affiliates, or
            consultants (who work 30 or more hours per week for such Person) of any
            of the
            foregoing, nor any officer or employee of the Company (individually,
            a
“Covered
            Person”
and,
            collectively, the “Covered
            Persons”)
            shall
            be liable to the Company or any other person for any act or omission
            (in
            relation to the Company, its property or the conduct of its business
            or affairs,
            this Agreement, any related document or any transaction or investment
            contemplated hereby or thereby) taken or omitted by a Covered Person
            in the
            reasonable belief that such act or omission is in or is not contrary
            to the best
            interests of the Company and is within the scope of authority granted
            to such
            Covered Person by the Agreement, provided such act or omission does not
            constitute fraud, willful misconduct, bad faith, or gross negligence;
            provided,
            however,
            that
            nothing in this paragraph shall eliminate any liability of a Member or
            Manager
            for breach of this Agreement.

           

          (c) No
            Member
            shall be required or obligated to provide additional capital to the Company
            or
            the Company's creditors by way of contribution, loan or otherwise beyond
            the
            amount of the Capital Contributions required of the Members pursuant
            to
Article III.

           

          (d) Nothing
            in this Section 6.16
            is
            intended to limit, modify or alter any Member's liability or obligations
            under
            any Maguire Agreement. The provision of this Section 6.16
            shall
            survive any termination of this Agreement, and any amendment to this
            Section 6.16
            shall
            not change the application of this Section 6.16
            to any
            act or omission occurring prior to the date of such amendment.

           

          Section
            6.17Indemnification.

           

          (a) To
            the
            fullest extent permitted by law, the Company shall indemnify and hold
            harmless
            each Covered Person from and against any and all losses, claims, demands,
            liabilities, expenses, judgments, fines, settlements and other amounts
            arising
            from any and all claims, demands, actions, suits or proceedings, civil,
            criminal, administrative or investigative (“Claims”),
            in
            which the Covered Person may be involved, or threatened to be involved,
            as a
            party or otherwise, by reason of its management of the affairs of the
            Company or
            which relates to or arises out of the Company or its property, business
            or
            affairs. A Covered Person shall not be entitled to indemnification under
            this
Section 6.17
            with
            respect to (i) if the Covered Person is a Member or Manager, any Claim by a
            Member or Manager relating to a breach or violation of this Agreement;
            (ii) any Claim with respect to which such Covered Person has engaged in
            fraud, 

           


          
            
              
              

            

            
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          willful
            misconduct, bad faith or gross negligence; or (iii) any Claim initiated by
            such Covered Person unless such Claim (or part thereof) (A) was brought to
            enforce such Covered Person's rights to indemnification hereunder or
            (B) was authorized or consented to by the Management Committee. Expenses
            incurred by a Covered Person in defending any Claim shall be paid by
            the Company
            in advance of the final disposition of such Claim upon receipt by the
            Company of
            an undertaking by or on behalf of such Covered Person to repay such amount
            if it
            shall be ultimately determined that such Covered Person is not entitled
            to be
            indemnified by the Company as authorized by this Section 6.17.
            No
            Member shall be entitled to indemnification by the Company under this
            Section 6.17
            when or
            if acting in a capacity with the Company as other than a Member, in which
            case,
            such right to indemnification shall be governed by an agreement, if any,
            between
            the Company and the Member. The provision of this Section 6.17
            shall
            survive any termination of this Agreement, and any amendment to this
            Section 6.17
            shall
            not reduce the Company's obligations, with respect to any Claims based
            on any
            fact or circumstance arising prior to the date of such termination or
            amendment.

           

          (b) The
            Manager shall indemnify, defend and hold harmless MOF, any Affiliate
            of MOF, and
            the Company from and against any and all third party claims relating
            to or
            arising out of any fraud or willful misconduct by the Manager. This Section 6.17(b)
            shall
            survive any termination of this Agreement, and any amendment to this
            Section 6.17(b)
            shall
            not reduce the Manager’s indemnity obligation with respect to any claims based
            on any fact or circumstance arising prior to such termination or
            amendment.

           

          Section
            6.18Qualifying
            Parcel Release.
            Upon not
            less than ten (10) Business Days prior written notice from Maguire to
            the
            Company, the Company shall cause the Project Level Entity that owns the
            Project
            which includes the Qualifying Parcel to convey on a quitclaim basis such
            Qualifying Parcel to Maguire or its Affiliate (the “Qualifying
            Parcel Acquiror”),
            subject to and upon the following terms and conditions: (i) MOF shall have
            previously received from Maguire plans for the subdivision and development
            of
            the Qualifying Parcel and such other documentation as may be reasonably
            necessary for review in connection with verifying Maguire's compliance
            with this
            Section; (ii) after the conveyance of the Qualifying Parcel, there shall be
            commercially reasonably acceptable ingress to and egress from the Remaining
            Parcel, which may be from public streets or pursuant to easements or
            other
            similar indefeasible agreements; (iii) the Qualifying Parcel shall have
            been designated as a tax lot that is separate and apart from the Remaining
            Parcel; (iv) MOF shall have received evidence reasonably acceptable to it
            that all subdivision, zoning, building and governmental approvals required
            so
            that the Qualifying Parcel and the Remaining Parcel, together and separately,
            satisfy and comply, in all material respects, with all applicable laws;
            (v) an updated ALTA survey and separate legal description of the Remaining
            Parcel and the Qualifying Parcel shall have been provided to the Company;
            (vi) MOF shall have reasonably determined that there shall be no material
            impairment to the Remaining Parcel and the value thereof; provided, however,
            it
            shall not be reasonable for MOF to determine that there is a material
            impairment
            to the Remaining Parcel and the value thereof due to potential development
            or
            the delivery of additional office space from the potential development
            or the
            Qualifying Parcel for the construction of additional office space;
            (vii) the Remaining Parcel, taking into account any operating agreements,
            parking agreements and/or similar agreements contemplated to be entered
            into in
            connection with the Qualifying Parcel Release, shall have access to parking
            generally consistent with its present use and in compliance with all
            laws then
            in effect; and (viii) Maguire shall reimburse the Project Level Entity for
            its 

           


          
            
              
              

            

            
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          reasonable
            direct costs and attorney’s fees relating to the conveyance of the Qualifying
            Parcel. Notwithstanding anything to the contrary contained in this Agreement,
            in
            no event shall the Qualifying Parcel Release or any actions necessary
            to
            effectuate the legal separation of the Qualifying Parcel from the Remaining
            Parcel be considered a Major Decision, it being understood that in all
            events
            the timing of the Qualifying Parcel Release shall be determined by Maguire,
            and
            all actions necessary and proper to effectuate the Qualifying Parcel
            Release by
            the applicable Project Level Entity and the Company may be done or performed
            by
            the Manager on their behalf, but at the expense of Maguire. Notwithstanding
            anything herein to the contrary, the Qualifying Parcel shall not be treated
            as
            having been contributed to the Company and the Company shall not be treated
            as
            the owner of the Qualifying Parcel for income tax purposes.

           

          ARTICLE
            VII

           

          


           

          WITHDRAWAL;
            DISSOLUTION AND TERMINATION

           

          Section
            7.1Withdrawal. The
            Members shall not at any time withdraw, retire or resign from the Company.
            Withdrawal, retirement or resignation by a Member in contravention of
            this
Section 7.1
            shall
            subject such Member to liability for all damages caused by such retirement,
            withdrawal or resignation. 

           

          Section
            7.2Events
            of Default by Members.

           

          (a) The
            occurrence of any of the following events with respect to a Member
            (“Defaulting
            Member”) shall
            constitute an unmatured event of default (“Unmatured
            Event of Default”) under
            this Agreement on the part of such Member, which such Unmatured Event
            of Default
            shall become a matured event of default (“Matured
            Event of Default”)
            if it
            has not been cured before the expiration of the applicable cure period,
            if any,
            or upon the occurrence of such Unmatured Event of Default if no cure
            period
            applies:

           

          (i) the
            making by such Member of a warranty or representation under Section 2.6
            that was
            false in any material respect when made, as a result of which the Company
            and
            the other Member, or either of them, was or is reasonably likely to be
            materially and adversely affected, and if such Member fails to cure such
            breach
            within ten
            (10)
            days
            after receipt of Notification of such breach from the other Member, or
            if the
            breach is not susceptible of cure within such ten
            (10)
            days,
            failure to institute prompt action and prosecute with diligence and continuity
            the curing of the breach and failure to cure the breach within sixty
            (60)
            days
            after receipt of such Notification;

           

          (ii) any
            failure by a Member to make an additional Capital Contribution as required
            by
Section 3.2(b)
            within
ten
            (10)
            days
            after payment is due;

           

          (iii) any
            other
            Material Breach by such Member of this Agreement applicable to such Member
            and
            failure to cure such breach within thirty
            (30) days
            after receipt of Notification thereof from the other Member, or if the
            breach is
            not susceptible of cure within such thirty
            (30) days,
            failure to institute prompt action and prosecute with diligence and continuity
            the curing of the breach and failure to cure the breach within nine
            (9)
            months
            after receipt of such Notification;

           

           


          
            
              
              

            

            
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          (iv) Material
            Breach by the Manager or any Affiliate of the Manager under the Property
            Management Agreement and failure to cure such breach within thirty
            (30)
            days
            after receipt of Notification of such breach from MOF, or if the breach
            is not
            susceptible of cure within such thirty
            (30)
            days,
            failure to institute prompt action and prosecute with diligence and continuity
            the curing of the breach and failure to cure the breach within ninety
            (90)
            days
            after receipt of such Notification, or if longer, within the applicable
            cure
            period in the Property Management Agreement; provided
            that if
            there is a default under this Section 7.2(a)(iv),
            Maguire
            shall be considered the defaulting Member and MOF shall be considered
            the
            non-defaulting Member; or

           

          (v) any
            Transfer in violation of Article IX.

           

          (b) Upon
            a
            Matured Event of Default, the non-defaulting Member shall have the right,
            in
            addition to all other rights and remedies available hereunder, at law
            or in
            equity, to send a Portfolio Marketing Notice to require
            that the Company dissolve, liquidate the Projects in accordance with
            Section 9.2,
            liquidate the other assets of the Company and distribute the assets of
            the
            Company to the Members in accordance with the procedures described in
            Section 7.4(c).

           

          Section
            7.3Dissolution
            of the Company. The
            Company shall be dissolved upon the first to occur of any of the following
            events:

           

          (a) the
            agreement of the Members that the Company should be dissolved;

           

          (b) delivery
            by one Member to the other, at any time beginning after the fifth (5th)
            anniversary date of this Agreement, of Notification of the Member’s election to
            dissolve the Company following the Members’ failure to agree on the Fair Market
            Value of any Project in accordance with Section 9.3(a);

           

          (c) delivery
            by one Member to the other of the sending Member’s election to dissolve the
            Company within six (6) months following a Change in Control with respect
            to the
            Member receiving such Notification;

           

          (d) the
            election by a non-defaulting Member to dissolve the Company pursuant
            to
Section 7.2(b);

           

          (e) delivery
            by one Member to the other of the sending Member’s election to dissolve the
            Company (i) after the receiving Member files in any court pursuant to any
            statute of the United States or any state a petition in bankruptcy or
            insolvency
            or for a reorganization, or for the appointment of a receiver or trustee
            of all
            or a substantial portion of such receiving Member’s property, or (ii) if
            such receiving Member makes an assignment for or petitions for or enters
            into an
            arrangement for the benefit of creditors, or (iii) if any such a petition
            in bankruptcy is filed against such receiving Member which is not discharged
            within sixty (60) days thereafter; 

           

          (f) delivery
            by one Member to the other of the Member’s election to dissolve the Company
            after a change in the Code, or any case law, regulations or IRS rulings
            or
            interpretations thereunder that would cause Maguire REIT (if the Notification
            is
            delivered by Maguire) or MOF (if the Notification is delivered by MOF)
            to cease
            to qualify as a real estate investment trust under the Code
            as a
            result of its membership in the Company; or

           

           


          
            
              
              

            

            
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          (g) delivery
            by one Member to the other, at any time after the second (2nd)
            anniversary of the date of this Agreement, of the Member’s election to dissolve
            the Company pursuant to Section 6.3(c)(ii).

           

          Dissolution
            of the Company shall be effective on the day on which the event giving
            rise to
            the dissolution occurs. Immediately upon dissolution, the Members shall
            proceed
            to wind up the affairs of the Company, and, upon completion of such winding
            up,
            liquidate the Company’s assets as provided in Section 7.4.
            Notwithstanding the dissolution of the Company prior to the winding up
            of the
            affairs of the Company, as aforesaid, the business of the Company and
            the
            affairs of the Members as such, shall continue to be governed by this
            Agreement.

           

          Section
            7.4Liquidation.

           

          (a) Upon
            the
            dissolution of the Company pursuant to Section 7.3,
            (i) the Manager or, (ii) if the dissolution of the Company should
            occur by reason of (A) an election by Maguire to dissolve pursuant to
            Section 7.3(b)
            or (B)
            an election by MOF to dissolve pursuant to Section 7.3(c),
            (d),
            or
(e),
            a
            liquidating trustee (the “Liquidator”)
            of the
            Company appointed by MOF and reasonably approved by Maguire, shall wind
            up the
            business and affairs of the Company in an orderly manner. Any Liquidator
            appointed by MOF may be removed at any time, with or without cause, by
            MOF. Upon
            the resignation or removal of the Liquidator, a successor and substitute
            Liquidator (who shall have and succeed to all rights, powers and obligations
            of
            the original Liquidator) shall, within thirty
            (30)
            days
            thereafter, be appointed by MOF and reasonably approved by Maguire. Except
            as
            expressly provided in this Section 7.4,
            the
            Liquidator approved in the manner provided in this Agreement shall have
            and may
            exercise, without further authorization or approval of any of the parties
            hereto, all of the powers conferred upon the Manager under the terms
            of this
            Agreement (provided
            that the
            Liquidator shall be subject to all applicable limitations, contractual
            and
            otherwise, upon the exercise of such powers) to the extent appropriate or
            necessary in the reasonable and good faith judgment of the Liquidator
            to carry
            out the duties and functions of the Liquidator hereunder for and during
            such
            period of time as shall be reasonably required to complete the winding-up
            of the
            Company as provided for in this Agreement. The management of the Company
            shall
            continue to be governed by the provisions of Article VI
            while
            the Liquidator winds up the Company.

           

          (b) The
            Company shall not make distributions in kind. In the event of dissolution,
            the
remaining
            Projects shall immediately be marketed for Sale by the Company pursuant
            to
Section 9.2.
            The Net
            Proceeds from Capital Events related to such Sales shall be distributable
            to the
            Members pursuant to Section 7.4(c).

           

          (c) The
            proceeds of liquidation shall be paid in the following order:

           

          (i) First,
            to
            the payment of and discharge of all of the Company’s debts and liabilities to
            Persons (other than Members) and the expenses of liquidation;

           

          (ii) Second,
            to the establishment of any reserves, such reserves to be paid over by
            the
            Manager or the Liquidator, if applicable, to a bank or other third party
            acceptable to the Members, as escrow agent, to be held for disbursement
            in
            payment of any liabilities and, at the expiration of such reasonable
            time as may
            be determined by the 

           


          
            
              
              

            

            
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          Manager
            or the Liquidator, as applicable, for distribution of the balance in
            the manner
            hereafter provided in this Section 7.4;

           

          (iii) Third,
            to
            the payment of and discharge of all of the Company’s debts and liabilities to
            Members; and

           

          (iv) The
            balance, if any, shall be distributed to the Members first to pay any
            Maguire
            Outperformance Distributions in accordance with Exhibit E
            and
Section 5.1(c),
            without
            regard to the Five-Year Measurement Interval specified therein, and then
            in
            accordance with the priorities set forth in Section 5.1(a).

           

          (d) Any
            distributions under this Article VII
            to
            Members upon liquidation shall be made by the end of the taxable year in
            which the liquidation of the Company occurs (or, if later, within ninety
            (90)
            days after the date of such liquidation).

           

          (e) It
            is
            intended that the distributions set forth in this Section 7.4
            comply
            with the intention of Treasury Regulations
            Section 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made
            in accordance with positive Capital Accounts. However, if the distributions
            set
            forth in this Section 7.4
            would
            not be the same as distributions made in accordance with positive Capital
            Accounts, no change in the amounts of distributions pursuant to this
            Section 7.4 shall
            be made, but rather, items of income, gain, loss, deduction and credit
            will be
            reallocated among the Members so as to cause the balances in the Capital
            Accounts to be in the amounts necessary so that, to the extent possible,
            distributions set forth in this Section 7.4
            shall be
            in accordance with positive Capital Accounts.

           

          Section
            7.5Early
            Termination Break Cost.
            Upon the
            earliest to occur of (a) a Sale of any of the Projects, other than the SG
            Project, (b) the dissolution of the Company at the election of MOF pursuant
            to Section 7.3(c),
            (d),
            (e),
            or
(g),or
            (c) a Transfer by Maguire of its Membership Interest that is not permitted
            by Section 9.1,
            in each
            case, prior to the third (3rd)
            anniversary of the date of this Agreement, Maguire shall pay a break-up
            fee to
            MOF equal to (x) in the case of an event specified in clause (b) or (c)
            above,
            the sum of total amounts set forth under the heading "Year 1," "Year
            2" and
            "Year 3" for all projects on the chart attached hereto as Exhibit
            G
            for the
            period between the date of such event and the third (3rd)
            anniversary of the date of this Agreement (including the ratable remaining
            portion of the year in which such event occurred), or (y) in the case
            of a Sale
            of a Project as specified in clause (a) above, the sum of the amounts
            set forth
            under the heading "Year 1," "Year 2" and "Year 3" for such Project on
            the chart
            attached hereto as Exhibit
            G for
            the
            period between the date of such Sale of a Project and the third (3rd)
            anniversary of the date of this Agreement (including the ratable remaining
            portion for the year in which such event occurred).

           

          Section
            7.6Certificate
            of Cancellation.
            Upon the
            completion of the distribution of Company assets as provided in this
            Article VII,
            the
            Company shall be terminated and cancelled, and the Manager or the Liquidator,
            as
            applicable (or the Members, if necessary), shall cause a Certificate
            of
            Cancellation to be filed in the office of the Secretary of State of Delaware,
            and shall take such other actions as may be necessary or appropriate
            to
            terminate and wind up the Company.

           

           


          
            
              
              

            

            
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          ARTICLE
            VIII

           

          


           

          BOOKS
            AND RECORDS, ACCOUNTING, REPORTS

           

          Section
            8.1Books
            and Records.
            The
            Manager shall keep just and true books of account with respect to the
            operations
            of the Company. The books and records (including leases and other contracts)
            of
            the Company shall be maintained at the principal office of the Company
            and such
            other locations as may be designated by the Manager and shall be available
            for
            examination and copying at all times by the Members during ordinary business
            hours. The Members shall have the right to inspect any Project at any
            time
            during ordinary business hours.

           

          Section
            8.2Accounting
            Basis and Fiscal Year.
            The
            Company’s books and records shall be closed and balanced at the end of each
            Fiscal Year. For financial reporting purposes, the books and records
            of the
            Company shall be kept on the accrual method of accounting and applied
            in a
            consistent manner in accordance with generally accepted accounting principles
            in
            the United States. The accrual method of accounting shall be used for
            both
            Company and tax accounting purposes. The Fiscal Year of the Company shall
            be the
            twelve (12)-month period ending December 31. The change of any accounting
            method
            adopted by the Company or a Project Level Entity shall require the Consent
            of
            Members unless such change is required by generally accepted accounting
            principles in the United States. The Manager shall provide to MOF or
            any of its
            Affiliates, promptly upon any of their request, any information as may
            be
            reasonably necessary and reasonably available to the Manager to conform
            the
            information provided pursuant to Section 8.3
            to the
            generally accepted accounting principles prevalent in Australia.

           

          Section
            8.3Reports.

           

          (a) The
            Manager shall have prepared and shall deliver to the Members, within
            five
            Business Days after the end of each month, unaudited operating statements
            for
            each of the Company’s Projects, and, within ten Business Days after the end of
            each month, such additional information, including narrative information
            concerning operations, as MOF may reasonably request. 

           

          (b) Within
            ten Business Days after the end of each Fiscal Quarter, the Manager shall
            have
            prepared and shall deliver to the Members such quarterly reports as MOF
            may
            reasonably request, which may include a balance sheet and operating statements
            for each Project and for the Company, together with a written analysis
            of
            operations of each of the Projects and a reasonably detailed estimate
            of Cash
            Flow from Operations and a summary of all distributions during such Fiscal
            Quarter, all of which shall be certified by the Manager, but which may
            be
            unaudited. In no event shall a deviation of actual Cash Flow from Operations
            from the level estimated be deemed to be a default by the Manager or
            Maguire, or
            to reflect an inaccuracy in the foregoing certification. Such quarterly
            report
            shall be in a form reasonably acceptable to MOF. The initial form of
            quarterly
            report approved by MOF shall be agreed within thirty (30) days after
            the date on
            which the Initial Capital Contributions are contributed to the Company.
            

           

          (c) The
            Manager shall prepare or cause to be prepared, at the expense of the
            Company,
            all federal, state and local income tax returns required of the Company.
            The
            Manager 

           


          
            
              
              

            

            
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          shall
            submit or cause the submission of such returns to MOF in draft form for
            its
            review and consent (not to be unreasonably withheld, conditioned, or
            delayed).
            After receiving such consent from MOF, the Manager shall file or cause
            the
            filing of the tax returns and shall furnish or cause to be furnished
            to the
            Members all necessary information concerning the Members’ distributive share of
            the Company items shown on the Company’s tax returns to enable the Members to
            prepare their federal, state and local income tax returns, with such
            information
            for each Fiscal Year to be furnished to the Members by March 31 of the
            next
            year. MOF shall provide all comments, and its consent to the filing of
            the
            returns, subject to the implementation of its comments, by the later
            of (i) the
            date that is ten (10) days after the submission of returns to MOF in
            draft form,
            and (ii) the date that is five (5) days prior to the due date of the
            applicable
            return; otherwise, MOF shall be deemed to have consented to the filing
            of the
            return submitted to MOF by the Manager.

           

          (d) On
            each
            December 31, the Manager shall cause the records of the Company to be
            closed and
            shall prepare or cause to be prepared (i) the balance sheet of the Company
            and the Members’ Capital Account balances as of the end of the six month period
            then ended and statement of income (loss), statement of Members’ equity and
            statement of cash flow of the Company for the six month period then ended,
            and
            (ii) a statement of Cash Flow from Operations and actual cash distributions
            for the six month period then ended, all of which shall be unaudited.
            Such
            unaudited financial statements set forth in the foregoing clauses
            (i)
            and
(ii)
            shall be
            furnished to the Members within five (5) Business Days after each
            December 31. MOF may, at its option and at the Company’s expense, and,
            until the Manager is notified to the contrary, MOF does hereby require
            that such
            financial statements set forth in the foregoing clauses
            (i)
            and
(ii)
            be
            reviewed by the Accountant (in such form and with such level of review
            as MOF
            may from time to time request). The Manager, at the expense of the Company,
            shall cause such reviewed financial statements for the six month periods
            ending
            each December 31 along with an independent review report to be delivered to
            the Members on or before each January 30. The Manager also shall provide
            IRR computations to the Members, together with the information about
            cash
            distributions.

           

          (e) On
            each
            June 30, the Manager shall cause the records of the Company to be closed
            and
            shall prepare or cause to be prepared (i) the balance sheet of the Company
            and the Members’ Capital Account balances as of the end of the twelve month
            period then ended and statement of income (loss), statement of Members’ equity
            and statement of cash flow of the Company for the twelve month period
            then
            ended, and (ii) a statement of Cash Flow from Operations and actual cash
            distributions for the twelve month period then ended, all of which shall
            be
            unaudited. Such unaudited financial statements set forth in the foregoing
            clauses
            (i) and
            (ii)
            shall be
            furnished to the Members within five (5) Business Days after each June
            30. MOF
            may, at its option and at the Company’s expense, and, until the Manager is
            notified to the contrary, MOF does hereby require that such financial
            statements
            set forth in the foregoing clauses
            (i)
            and
(ii) be
            subsequently audited by the Accountant. The Manager, at the expense of
            the
            Company, shall cause each such audited financial statements for the twelve
            month
            periods ending each June 30 along with an independent audit report to
            be
            delivered to the Members on or before each July 31. The Manager also shall
            provide IRR computations to the Members, together with the information
            about
            cash distributions.

           

           


          
            
              
              

            

            
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          (f) The
            Manager shall, within two Business Days after the Manager receives knowledge
            of
            the following matters, (i) give notice to the Members of (A) any
            notice of default under any Financing or notice of breach of or default
            under
            any other material agreement of which the Company is a party, (B) notice of
            nonpayment of property taxes with respect to a Project, or (C) any matter
            not covered in the current Budget that is reasonably likely to result
            in a loss
            greater than $40,000 to the Company and (ii) provide copies to the Members
            of any material notices given under any Maguire Agreement by (A) the
            Company or (B) Maguire or any Affiliate of Maguire.

           

          (g) Within
            thirty-seven (37) days after the end of the third Fiscal Quarter of each
            Fiscal
            Year, the Company shall provide to MOF an estimate of the amount and
            nature of
            MOF’s distributive share of Company items of taxable income, gain, loss and
            deduction realized or incurred by the Company during the first three
            Fiscal
            Quarters of such Fiscal Year, the amounts of ordinary income and capital
            gain,
            and the amount of earnings and profits (within the meaning of Section 312
            of the Code) attributable thereto. In addition, the Manager will provide
            a
            schedule of leases and subleases which contain percentage rates, which
            leases or
            subleases were entered into during the first three Fiscal Quarters. When
            providing this information, the Manager shall also inform MOF of any
            significant
            transactions that are contemplated to occur during the fourth quarter
            of such
            Fiscal Year. The Company shall also provide such information for the
            entire
            Fiscal Year within twenty (20) days after the close of such Fiscal Year.
            In
            developing such information and fulfilling its obligations under this
            Section 8.3(g),
            the
            Company shall retain a nationally recognized accounting firm listed on
            Exhibit D
            to
            review such information. In providing such estimates, the Company shall
            also
            make available to MOF and MOF’s tax advisors the supporting computations
            underlying such estimates. The Company shall also provide information
            to MOF on
            a quarterly basis within twenty (20) days after the end of each Fiscal
            Quarter,
            or at such other times as MOF may reasonably request, regarding the nature
            and
            amount of the Company’s assets and gross income that is sufficient to permit MOF
            to ascertain its compliance with MOF income and asset tests and to comply
            with
            MOF record keeping requirements under the Code and the applicable Treasury
            Regulations.

           

          Section
            8.4Independent
            Audit Review.

           

          (a) At
            the
            Company’s expense, the Manager shall cause the Accountant to conduct an audit
            of
            the Company’s financial statements each year for (i) the twelve-month
            period ending June 30th
            of such
            year, and (ii) for the twelve-month period ended December 31st
            of such
            year, each in accordance with generally accepted accounting principles
            in the
            United States, consistently applied. A copy of the audit report and the
            accompanying financial statements shall be provided to the Members.

           

          (b) MOF
            shall
            have the absolute right to undertake a periodic audit review of the Company
            or
            its Projects, the fees payable hereunder to the Manager and the Manager’s
            compliance with the provisions of this Agreement. Such audit review may
            be
            undertaken directly by MOF or by third parties engaged by MOF, including
            accountants, consultants and appraisers. The Manager shall reasonably
            cooperate
            with MOF or any such third party in connection with such audit review.
            All
            adjustments, payments and reimbursements to the fees payable hereunder
            to the
            Manager demonstrated by MOF or its representatives to be appropriate
            by such
            audit review shall be effected promptly by the Manager; provided,
            however,
            that if
            the 

           


          
            
              
              

            

            
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          Manager
            disputes any of such adjustments, payments or reimbursements, then the
            matters
            in dispute shall be submitted to a mutually acceptable firm of nationally
            recognized independent certified public accountants, who shall determine
            which
            party’s determination is correct and whose decision shall be binding. If the
            audit for any given annual period discloses that aggregate adjustments,
            payments
            and reimbursements in favor of the Company exceed either a percentage
            in excess
            of five percent (5%) of the total distributions made to the Members in
            the year
            under audit or (with respect to the Manager’s fees only) result in an
            adjustment in excess of five percent (5%) of the fees payable to the
            Manager,
            the cost of such audit shall be paid by the Manager out of its own funds.
            Otherwise, the cost of the audit shall be paid by MOF from its own
            funds.

           

          Section
            8.5Bank
            Accounts.
            At the
            Company's expense, the Manager shall be responsible for causing one or
            more bank
            accounts of the Company to be maintained in an FDIC-insured bank (or
            banks),
            which accounts shall be used for the payment of the expenditures incurred
            in
            connection with the business of the Company. All deposits and funds shall
            be
            placed daily in interest-bearing Company accounts as part of the Company’s cash
            management system, subject to any lock-box and cash management requirements
            imposed by lenders. All amounts in Company accounts shall be and remain
            the
            property of the Company, and shall be received, held and disbursed for
            the
            purposes specified in this Agreement.

           

          Section
            8.6Executed
            Agreements and Leases. Within
            ten (10) days after the end of each Fiscal Quarter, the Manager shall
            deliver to
            MOF a schedule of each contract or agreement executed by the Manager
            in its
            capacity as manager of the Company in accordance with Section 6.2
            or as
            otherwise permitted, and each lease that is executed by the Company or
            any
            Project Level Entity. Such schedule shall contain a brief summary of
            the details
            of such contracts, agreement and leases and the location at which copies
            of such
            contract, agreement or lease are located.

           

          ARTICLE
            IX

           

          


           

          TRANSFER
            OF MEMBERSHIP INTERESTS;
            MARKETING RIGHTS

           

          Section
            9.1Transfer
            of Membership Interests; Change of Control.

           

          (a) Transfer
            of Membership Interests.
            No
            Member may sell, assign, transfer, pledge
            or
            otherwise encumber (for purposes of this Article IX,
            the
            foregoing may be collectively referred to as a “Transfer”) any
            of its rights or interests in the Company, including its Membership Interest
            and
            its interest in Company allocations or distributions, except (a) to an
            Affiliate provided
            that the
            transferring Member shall remain liable for its obligations under this
            Agreement, (b) with the Consent of all the other Members, (c) through
            an Affiliate Merger, (d) a pledge by a Member of its Membership Interest
            in the
            Company, provided that the pledgee shall not be entitled to foreclose
            on such
            pledge without the consent of the other Members, or (e)  in accordance with
            the provisions of Section 9.2.
            Any
            attempted Transfer in violation of this Article IX
            shall be
            void ab initio and shall constitute a Matured Event of Default
            hereunder.

           

           


          
            
              
              

            

            
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          (b) Change
            of Control.
            Upon
            the Change of Control of a Member (the “Non-Initiating
            Member”),
            the
            other Member (the “Initiating
            Member”)
            shall
            have the option, within six (6) months of the occurrence of such Change
            of
            Control, to either:

           

          (i) send
            a
            Portfolio Marketing Notice to the other Member and, pursuant to the procedures
            set forth in Section 9.2,
            purchase the Non-Initiating Member’s Membership Interest, the Project Level
            Entities or the Projects; provided,
            however,
            that
            notwithstanding the provisions of Section 9.2(a)(ii),
            in such
            event, the Initiating Member may purchase less than all of the Non-Initiating
            Member’s Membership Interest for a purchase price proportionate to that
            determined in accordance with Section 9.2(a)(ii)
            with
            respect to the Non-Initiating Member’s entire Membership Interest;

           

          (ii) elect
            to
            be deemed to have received a Project Marketing Notice from the Non-Initiating
            Member and pursuant to the procedures set forth in Section 9.3,
            purchase one or more of the Project Level Entities or Projects; or

           

          (iii) by
            Notification to the Non-Initiating Member, elect to require the Non-Initiating
            Member to purchase the Initiating Member’s entire Membership Interest for cash
            in an amount equal to the Fair Market Value of such Membership Interest,
            which
            shall be paid by the Non-Initiating Member at a closing held within thirty
            (30)
            Business Days after the date of such Notification.

           

          Notwithstanding
            the provisions of Section 9.2(a)(iii)
            and the
            penultimate sentence of clause
            (a)
            of
Section 9.3,
            in the
            event that the Initiating Member does not elect to purchase all or a
            portion of
            the Non-Initiating Member’s Membership Interest nor any of the Projects, none of
            the Projects shall be marketed to third parties. The Initiating Member
            shall be
            required to consummate the transactions contemplated by this Section 9.1(b)
            within
            six (6) months of exercising its election under either clause
            (i)
            or
clause
            (ii)
            of this
Section 9.1(b).

           

          Section
            9.2Marketing
            Right for Entire Portfolio.

           

          (a) (i) 
            Under any of the circumstances set forth in Section 7.3,
            a
            Member may initiate (the “Portfolio
            Initiating Member”)
            the
            dissolution of the Company and the Sale of all of the Projects in liquidation
            by
            sending Notification (the “Portfolio
            Marketing Notice”)
            to the
            other Member (the “Portfolio
            Non-Initiating Member”)
            of
            such election. The purchasing Member (the “Portfolio
            Purchasing Member”)
            shall
            be (1) the Portfolio Initiating Member, if the Company is being dissolved
            at the
            initiation of the Portfolio Initiating Member pursuant to Section 7.3(c),
            (d),
            or
(e);
            (2) the
            Portfolio Non-Initiating Member, if the Company is being dissolved at
            the
            initiation of the Portfolio Initiating Member pursuant to Section 7.3(b),
            (f)
            or
(g);
            or (3)
            the Member mutually agreed by all the Members, if the Company is being
            dissolved
            pursuant to Section 7.3(a).
            The
            Member other than the Portfolio Purchasing Member shall be the non-purchasing
            Member (the “Portfolio
            Non-Purchasing Member”).
            Within thirty (30) days after the date of the Portfolio Marketing Notice,
            the
            Members, each acting in good faith, shall attempt to agree on the Fair
            Market
            Values of all of the Projects. If the Members cannot agree on the Fair
            Market
            Values of all of the Projects in such thirty (30)-day period, the Projects
            

           


          
            
              
              

            

            
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          for
            which
            the Members cannot agree on the Fair Market Values shall be appraised
            by a
            Qualified Appraiser (it being understood that the procedure set forth
            in
Section 6.10
            shall
            not be followed in this Section 9.2
            other
            than the procedure to identify an appraiser). The cost of such appraisal
            shall
            be paid by the Company.
            The
            Qualified Appraiser shall have thirty (30) days after the date of its
            appointment to determine the Fair Market Values of the applicable Projects.
            The
            aggregate Fair Market Values of all of the Projects as determined by
            this
Section 9.2(a)
            is the
“Portfolio
            Marketing Price.”

           

          (ii) The
            Portfolio Purchasing Member shall have thirty
            (30)
            Business
            Days after the date on which the Portfolio Marketing Price is determined
            (the
“First
            Portfolio Election Period”)
            to
            send Notification to the Portfolio Non-Purchasing Member that it has
            elected to
            purchase either (A) all of the Project Level Entities or Projects at
            the
            Portfolio Marketing Price or (B) the Membership Interest(s) of the Portfolio
            Non-Purchasing Member. If the Portfolio Purchasing Member elects to purchase
            the
            Membership Interest(s) of the Portfolio Non-Purchasing Member, the purchase
            price shall equal the amount to which the Portfolio Non-Purchasing Member
            would
            be entitled if the Company had dissolved pursuant to the clause of Section 7.3
            under
            which the Portfolio Initiating Member had elected to dissolve the Company
            under
Section 9.2(a)(i)
            and the
            Company's assets were liquidated and distributed pursuant to Article VII,
            valuing
            the Projects at the Portfolio Marketing Price and any other assets of
            the
            Company, the Project Level Entities and the Projects at their Fair Market
            Values.

           

          (iii) If
            the
            Portfolio Purchasing Member does not elect to purchase the Projects at
            the
            Portfolio Marketing Price or the Membership Interest(s) of the Portfolio
            Non-Purchasing Member at the price specified in Section 9.2(a)(ii)
            within
            the First Portfolio Election Period, the Portfolio Purchasing Member
            shall
            market all of the Projects for Sale to third parties under the supervision
            of an
            independent, third-party broker reasonably acceptable to the Members
            by making
            an election in writing delivered to the Company and the Portfolio Non-Purchasing
            Member within fifteen (15) days after expiration of the First Portfolio
            Election
            Period. The Projects may be sold to one third party or various third
            parties,
            whichever method will result in the highest aggregate sale price. This
            marketing
            process shall continue until the later of (I) seventy-five (75) days
            after the
            expiration of the First Portfolio Election Period and (II) at least one
            bid for
            each of the Projects has been received. The Portfolio Purchasing Member
            shall
            use reasonable efforts to provide the Portfolio Non-Purchasing Member
            with
            periodic updates during the marketing process. Within five (5) Business
            Days
            after the end of the marketing process, the Portfolio Initiating Member
            shall
            send Notification (the “Portfolio
            Bid Notice”)
            to the
            Portfolio Non-Initiating Member listing all of the bids received from
            third
            parties.

           

          (A) If
            the
            highest bid for all of the Projects or the sum of the highest bids for
            each
            Project (or subset of Projects) (the “Highest
            Portfolio Bid”)
            from a
            third party or parties (the “Highest
            Portfolio Bidder(s)”)
            is at
            least ninety-seven percent (97%) of the Portfolio Marketing Price, the
            Company
            shall sell all of the Projects pursuant to this Section 9.2
            to the
            Highest Portfolio Bidder(s).

           

           


          
            
              
              

            

            
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          (B) If
            the
            Highest Portfolio Bid for the Projects from the Highest Portfolio Bidder(s)
            is
            less than ninety-seven percent (97%) of
            the
            Portfolio Marketing Price, the marketing process shall continue in the
            following
            order:

           

          (I) Subject
            to clause
            (2)
            below,
            the Portfolio Non-Purchasing Member may elect to purchase the Projects
            at the
            Highest Portfolio Bid. The Portfolio Non-Purchasing Member does not have
            the
            right to elect to purchase the Membership Interest of the Portfolio Purchasing
            Member. To make such election, the Portfolio Non-Purchasing Member must
            send
            Notification (the “PNPM
            Notice”)
            to the
            Portfolio Purchasing Member within five (5) Business Days after the date
            of the
            Portfolio Purchasing Member's receipt of the Portfolio Bid Notice. Such
            PNPM
            Notice must set forth the purchase price to be paid for all of the Projects
            (such purchase price being the “Portfolio
            Non-Purchasing Member's Project Bid”).
            The
            Portfolio Non-Purchasing Member's Project Bid must equal or exceed the
            Highest
            Portfolio Bid but is not required to equal or exceed ninety-seven percent
            (97%) of
            the
            Portfolio Marketing Price.

           

          
            	 	
                    (1)

                  	
                    If
                      the Portfolio Non-Purchasing Member does not elect to purchase
                      the
                      Projects within such five (5) Business Day period, the Portfolio
                      Purchasing Member's election right under clause
                      (II)
                      below shall commence.

                  


          

           

          
            	 	
                    (2)

                  	
                    If
                      the Portfolio Non-Purchasing Member elects to purchase the
                      Projects within
                      such five (5) Business Day period, the Portfolio Purchasing
                      Member may
                      elect to purchase either (A) all of the Projects at a price
                      equal to or
                      greater than the Portfolio Non-Purchasing Member's Project
                      Bid or (B) the
                      Portfolio Non-Purchasing Member's Membership Interest(s). If
                      the Portfolio
                      Purchasing Member elects to purchase the Membership Interest(s)
                      of the
                      Portfolio Non-Purchasing Member, the purchase price shall equal
                      the amount
                      to which the Portfolio Non-Purchasing Member would be entitled
                      if the
                      Company had dissolved pursuant to the clause of Section 7.3
                      under which the Portfolio Initiating Member had elected to
                      dissolve the
                      Company under Section 9.2(a)(i)
                      and the Company's assets were liquidated and distributed pursuant
                      to
                      Article VII,
                      valuing the Projects at the Portfolio Non-Purchasing Member's
                      Project Bid
                      and any other assets of the Company, the Project Level Entities
                      and the
                      Projects at their Fair Market
                      Values.

                  


          

           

          
            	 	
                    (3)

                  	
                    To
                      make such election, the Portfolio Purchasing Member must send
                      Notification
                      to the Portfolio Non-Purchasing Member within thirty (30) days
                      after the
                      date of the Portfolio Purchasing Member's receipt of the PNPM
                      Notice. The
                      Portfolio Non-Purchasing Member shall have no right to make
                      subsequent
                      bids for the Projects (except as set forth in Section 9.2(b)
                      in
                      the event the Portfolio Purchasing Member
                      defaults).

                  


          

           

           


          
            
              
              

            

            
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                    (4)

                  	
                    If
                      the Portfolio Purchasing Member does not elect to purchase
                      the Projects or
                      the Portfolio Non-Purchasing Member's Membership Interest(s)
                      within such
                      thirty (30) day period and the Portfolio Non-Purchasing Member
                      has made
                      the election to purchase pursuant to Section 9.2(a)(iii)(B)(I),
                      the Company shall sell the Projects pursuant to this Section 9.2(a)
                      to
                      the Portfolio Non-Purchasing
                      Member.

                  


          

           

          (II) If
            the
            Portfolio Non-Purchasing Member has not made an election to purchase
            under
Section 9.2(a)(iii)(B)(I),
            the
            Portfolio Purchasing Member may elect to purchase the Projects at the
            Highest
            Portfolio Bid or elect to purchase the Portfolio Non-Purchasing Member's
            Membership Interest(s). If the Portfolio Purchasing Member elects to
            purchase
            the Membership Interest(s) of the Portfolio Non-Purchasing Member, the
            purchase
            price shall equal the amount to which the Portfolio Non-Purchasing Member
            would
            be entitled if the Company had dissolved pursuant to the clause of Section 7.3
            under
            which the Portfolio Initiating Member had elected to dissolve the Company
            under
Section 9.2(a)(i)
            and the
            Company's assets were liquidated and distributed pursuant to Article VII,
            valuing
            the Projects at the Highest Portfolio Bid and any other assets of the
            Company,
            the Project Level Entities and the Projects at their Fair Market Values.
            To make
            such election, the Portfolio Purchasing Member must send Notification
            to the
            Portfolio Non-Purchasing Member within thirty (30) Business Days after
            the
            date of the Portfolio Purchasing Member's receipt of the Portfolio Bid
            Notice
            (the “Second
            Portfolio Election Period”).
            If
            the Portfolio Purchasing Member does not elect to purchase the Projects
            or the
            Portfolio Non-Purchasing Member's Membership Interest(s) within the Second
            Portfolio Election Period, the Company shall sell the Projects pursuant
            to this
Section 9.2(a)
            to the
            Highest Portfolio Bidder(s).

           

          (iv) After
            following the procedures set forth in this Section 9.2(a),
            if the
            purchaser is either the Portfolio Purchasing Member or the Portfolio
            Non-Purchasing Member, (A) such purchaser shall be known as the “Final
            Portfolio Purchasing Member,”
and
            (B) the applicable purchase price to be paid by the Final Portfolio Purchasing
            Member (I) for all of the Projects shall be the “Agreed
            Portfolio Price”
or
            (II)
            for the Portfolio Non-Purchasing Member's Membership Interest(s) shall
            be the
“Agreed
            Membership Interest Price”
and
            the
            procedures specified in Section 9.2(b)
            and
(c)
            shall be
            followed. If the purchaser is the Highest Portfolio Bidder(s), the Company
            shall
            use its best efforts to complete the transaction with such Highest Portfolio
            Bidder(s) in a manner and time frame substantially identical to those
            set forth
            in this Section 9.2
            and
            shall send all of the transaction documents to the Portfolio Non-Initiating
            Member at least ten (10) Business Days before the closing of such transaction.
            The transaction with the Highest Portfolio Bidder(s) must proceed at
            the Highest
            Portfolio Bid. The purchase price paid by the Highest Portfolio Bidder(s)
            shall
            be sent directly to the Company. The Company shall distribute to the
            Members the
            Net Proceeds from Capital Events attributable to such Sale pursuant to
            Section 7.4(c);
            provided,
            however,
            that in
            the event of a dissolution pursuant to Section 7.2,
            the
            amount paid to a Defaulting Member shall be reduced by any actual damages
            caused
            to the Company or to the non-defaulting Members by such Defaulting Member’s
            default.

           

           


          
            
              
              

            

            
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          (b) Within
            ten (10) Business Days after the identity of the Final Portfolio Purchasing
            Member and the purchase price to be paid for all of the Projects or the
            Portfolio Non-Purchasing Member’s Membership Interest(s) have been determined
            pursuant to Section 9.2(a),
            the
            Final Portfolio Purchasing Member shall deposit in cash an amount equal
            to five
            percent (5%) of the Agreed Portfolio Price or five percent (5%) of the
            Agreed
            Membership Interest Price, as applicable (the “Portfolio
            Earnest Money”),
            with
            an independent and neutral party reasonably satisfactory to the other
            Member
            (collectively, the “Final
            Portfolio Non-Purchasing Member”).
            The
            Portfolio Earnest Money shall be applied against the Agreed Portfolio
            Price or
            the Agreed Membership Interest Price, as applicable, to be paid at the
            closing
            referenced below or shall be paid as liquidated damages in the event
            of default
            by the Final Portfolio Purchasing Member. In the event the Final Portfolio
            Purchasing Member fails to deposit timely such Portfolio Earnest Money
            or fails
            to purchase the Projects or the Portfolio Non-Purchasing Member’s Membership
            Interest(s), as applicable (such Final Portfolio Purchasing Member being
            then
            referred to as a “Defaulting
            Portfolio Buyer”),
            the
            Final Portfolio Non-Purchasing Member shall have the option:

           

          (i) within
            thirty (30) days thereafter, unless the Defaulting Portfolio Buyer has
            earlier
            cured such default by depositing the required Portfolio Earnest Money
            as
            provided above or purchasing the Projects or Portfolio Non-Purchasing
            Member’s
            Membership Interest(s), as applicable, of (A) continuing the marketing
            process
            with the Highest Portfolio Bidder(s) under Section 9.2(a),
            if any,
            or (B) beginning (or re-commencing) the bidding process with third parties
            pursuant to Section 9.2(a)
            as if it
            were the Portfolio Purchasing Member;

           

          (ii) at
            any
            time after default by the Defaulting Portfolio Buyer in depositing the
            Portfolio
            Earnest Money, of seeking from the Defaulting Portfolio Buyer, by judicial
            proceedings or as otherwise permitted by law, as liquidated damages for
            its
            default in its obligations under this Section 9.2,
            an
            amount of money equal to the amount of Portfolio Earnest Money the Defaulting
            Portfolio Buyer was required to deposit pursuant to this Section 9.2;
            or

           

          (iii) at
            any
            time after the Defaulting Portfolio Buyer has deposited the Portfolio
            Earnest
            Money but failed to purchase the Projects or the Portfolio Non-Purchasing
            Member’s Membership Interest(s), as applicable, of retaining the Portfolio
            Earnest Money as liquidated damages for the Defaulting Portfolio Buyer's
            default
            in its obligations under this Section 9.2.

           

          (c) (i) 
            The Final Portfolio Purchasing Member shall pay (or cause its designee
            to pay)
            to the Final Portfolio Non-Purchasing Member, at a closing to be held
            at the
            Company’s principal offices no later than ninety (90) days after the expiration
            of the First Portfolio Election Period or Second Portfolio Election Period,
            as
            applicable, in cash an amount equal to (A) what the Final Portfolio
            Non-Purchasing Member would have received had the Projects been sold
            for cash to
            one or more third parties for an amount equal to the Agreed Portfolio
            Price and
            the proceeds from such Sale distributed to the Members in accordance
            with
Section 7.4(c)
            or (B)
            the Agreed Membership Interest Price, as applicable; provided,
            however,
            that,
            in either case, in the event of a dissolution pursuant to Section 7.2,
            the
            amount paid to a Defaulting Member shall be reduced by any 

           


          
            
              
              

            

            
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          actual
            damages caused to the Company or the Final Portfolio Non-Purchasing Member
            by
            such Defaulting Member’s default.

           

          (ii) Simultaneously
            with the receipt of the payment to the Final Portfolio Non-Purchasing
            Member
            pursuant to Section 9.2(c)(i), the Company and the Final Portfolio
            Non-Purchasing Member shall execute and deliver all documents that may
            be
            necessary or appropriate, (A) in the reasonable opinion of counsel to
            the Final
            Portfolio Purchasing Member to convey the Portfolio Non-Purchasing Member’s
            Membership Interest(s) to the Final Portfolio Purchasing Member, free
            and clear
            of all liens and encumbrances, or (B) in the reasonable opinion of counsel
            to
            the Final Portfolio Purchasing Member and as determined by a title company
            selected by the Final Portfolio Purchasing Member, to convey good, marketable
            and indefeasible fee simple title to the Projects by special warranty
            deed, free
            and clear of all liens and encumbrances (other than (I) liens securing any
            mortgage debt that the Final Portfolio Purchasing Member has agreed to
            assume,
            (II) liens for taxes not yet delinquent, (III) easements, rights-of-way,
            covenants and restrictions which are customary and typical for properties
            similar to the Projects or (IV) those title matters affecting the Projects
            existing at the time the Projects were acquired by the Company and disclosed
            on
            the title insurance commitment issued to the Company at that time or
            which all
            the Members have agreed to during the term of the Company), together
            with all
            documents customarily required in similar transactions or as reasonably
            required
            by the Final Portfolio Purchasing Member or the title company, including
            owner’s
            title policy and survey. The Final Portfolio Purchasing Member shall
            execute and
            deliver all documents reasonably required by the Final Portfolio Non-Purchasing
            Member or the Company to evidence the Final Portfolio Purchasing Member’s
            assumption of debt which the Final Portfolio Purchasing Member has agreed
            to
            assume, if any, and to evidence the release of the Company and the Final
            Portfolio Non-Purchasing Member from any guarantees, indemnities or similar
            obligations related to such assumed debt, or any other debt of the Company
            or a
            Project Level Entity that is not repaid at such closing. All charges,
            escrows,
            deposits and fees customarily prorated and adjusted in similar transactions
            shall be so prorated and adjusted. In the event that accurate prorations
            and
            adjustments cannot be made at such closing because current bills are
            not
            obtainable, the Final Portfolio Non-Purchasing Member and the Final Portfolio
            Purchasing Member shall prorate on the best available information, subject
            to
            adjustment upon receipt of the final bills. If applicable, the Company
            shall
            apply the proceeds of any closing under this Section 9.2 to the outstanding
            balance under any unsecured debt of the Company as to which the Sale
            of the
            Projects or the Portfolio Non-Purchasing Member’s Membership Interest(s), as
            applicable, may result in an event of default.

           

          (iii) The
            Company shall pay all closing costs incurred in connection with the
            implementation of the selling procedure normally and customarily paid
            by a
            seller of a real property interest in the area where the applicable Projects
            are
            located, and the Final Portfolio Purchasing Member shall pay all closing
            costs
            incurred in connection with the implementation of the selling procedure
            normally
            and customarily paid by a buyer of a real property interest; provided,
            however,
            that the Portfolio Initiating Member and the Portfolio Non-Initiating
            Member
            shall each pay the fees and expenses of its own legal counsel. The Company
            shall
            pay the fees and expenses of the Company’s legal counsel related to the Sale of
            the Projects or the Portfolio Non-Purchasing Member’s 

           


          
            
              
              

            

            
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          Membership
            Interest(s), as applicable. Any
            fees
            and expenses paid by the Company shall be included in Company Expenses
            before
            calculating any distributions or fees payable to the Members.

           

          Section
            9.3Marketing
            Right for Projects.

           

          (a) As
            provided in this Section 9.3,
            a
            Member may initiate, or be deemed to have initiated (the “Project
            Initiating Member”),
            the
            Sale of any Project or Projects by sending Notification (the “Project
            Marketing Notice”)
            to the
            other Member (the “Project
            Non-Initiating Member”)
            in
            accordance with the following:

           

          (i) either
            Member may be the Project Initiating Member at any time after the second
            (2nd)
            anniversary of the date of this Agreement with respect to any a Project
            involved
            in a Project Dispute pursuant to Section 6.3(c);

           

          (ii) upon
            a
            Matured Event of Default, the non-defaulting Member may be the Project
            Initiating Member;

           

          (iii) upon
            a
            Change of Control in accordance with Section 9.1(b),
            the
            Initiating Member may elect to be deemed the Project Non-Initiating Member
            under
            this Section 9.3;
            or

           

          (iv) either
            Member may be the Project Initiating Member at any time after the fifth
            (5th)
            anniversary of the date of this Agreement.

           

          Within
            thirty (30) days after the date on which the Project Marketing Notice
            was
            received by the Project Non-Initiating Member, the Members, each acting
            in good
            faith, shall attempt to agree on the Fair Market Value of the Project(s).
            If the
            Members cannot agree on the Fair Market Value of the Project(s) in such
            thirty
            (30)-day period, the Project(s) shall be appraised by a Qualified Appraiser
            (it
            being understood that the procedure set forth in Section 6.10
            shall
            not be followed in this Section 9.3).
            The
            cost of such appraisal shall be paid by the Company. The Qualified Appraiser
            shall have thirty (30) days after the date of its appointment to determine
            the
            Fair Market Value(s) of the Project(s). The Fair Market Value(s) of the
            Project(s) as determined by this Section 9.3(a)
            is the
“Project
            Marketing Price.”
The
            Project Non-Initiating Member (other than a defaulting Member as determined
            in
            accordance with Section 7.2)
            shall
            have thirty (30) Business Days after the date on which the Project Marketing
            Price is determined (the “First
            Project Election Period”)
            to
            send Notification to the Project Initiating Member that it has elected
            to
            purchase the Project(s) at the Project Marketing Price. If the Project
            Non-Initiating Member does not elect to purchase the Project(s) at the
            Project
            Marketing Price within the First Project Election Period, the Project
            Initiating
            Member may market the Project(s) for Sale to third parties under the
            supervision
            of an independent, third-party broker reasonably acceptable to the Members.
            This
            marketing process may not continue for more than sixty (60) days after
            the
            expiration of the First Project Election Period regardless of whether
            any bids
            for the Project(s) have been received. Within five (5) Business Days
            after the
            end of the marketing process, the Project Initiating Member shall send
            Notification (the “Project
            Bid Notice”)
            to the
            Project Non-Initiating Member listing all of the bids received from third
            parties and stating if the highest bid 

           


          
            
              
              

            

            
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          listed
            on
            the Project Bid Notice (the “Highest
            Project Bid”)
            is
            acceptable to the Project Initiating Member.

           

          (i) If
            the
            Highest Project Bid is not acceptable to the Project Initiating Member,
            the
            marketing process is terminated and the Project Initiating Member may
            not send
            another Project Marketing Notice for twelve (12) months.

           

          (ii) If
            the
            Highest Project Bid for the Project(s) from a third party (the “Highest
            Project Bidder”)
            is
            equal to or greater than the Project Marketing Price and is acceptable
            to the
            Project Initiating Member, the Company shall sell the Project(s) pursuant
            to
            this Section 9.3
            to the
            Highest Project Bidder.

           

          (iii) If
            the
            Highest Project Bid for the Project(s) from the Highest Project Bidder
            is
            acceptable to the Project Initiating Member but is less than the Project
            Marketing Price, the Project Non-Initiating Member may elect to purchase
            the
            Project(s) at the Highest Project Bid. To make such election, the Project
            Non-Initiating Member must send Notification to the Project Initiating
            Member
            within thirty (30) Business Days after the date of the Project Non-Initiating
            Member's receipt of the Project Bid Notice (the “Second
            Project Election Period”).
            If
            the Project Non-Initiating Member does not elect to purchase the Project(s)
            within the Second Project Election Period, the Company shall sell the
            Project(s)
            to the Highest Project Bidder.

           

          If,
            pursuant to this Section 9.3(a),
            the
            Project Non-Initiating Member has elected to purchase the Project(s)
            at the
            Project Marketing Price or the Highest Project Bid (in either case, the
            “Agreed
            Project Price”),
            the
            procedures specified in Section 9.3
            shall be
            followed. If, pursuant to this Section 9.3(a),
            the
            Highest Project Bidder has agreed to purchase the Project(s) and, pursuant
            to
            the preceding provisions of this Section 9.3(a)
            the
            Company is obligated to sell the Project(s) to the Highest Portfolio
            Bidder, the
            Company shall complete the transaction with the Highest Project Bidder
            in a
            manner and time frame substantially identical to those set forth in this
            Section 9.3.
            The
            transaction must proceed at the Highest Project Bid. The purchase price
            paid by
            the Highest Project Bidder shall be sent directly to the Company. The
            Company
            shall distribute to the Members the Net Proceeds from Capital Events
            attributable to such Sale pursuant to Section 5.1(a).

           

          (b) Within
            five (5) Business Days after the Project Non-Initiating Member has elected
            to
            purchase the Project(s) pursuant to Section 9.3(a),
            the
            Project Non-Initiating Member shall deposit in cash an amount equal to
            five
            percent (5%) of the Agreed Project Price (the “Project
            Earnest Money”)
            with
            an independent and neutral party reasonably satisfactory to the Project
            Initiating Member. The Project Earnest Money shall be applied against
            the Agreed
            Project Price paid at the closing referenced below or shall be paid as
            liquidated damages in the event of default by the Project Non-Initiating
            Member.
            In the event the Project Non-Initiating Member fails to deposit timely
            such
            Project Earnest Money or fails to purchase the Project(s) (such Project
            Non-Initiating Member being then referred to as a “Defaulting
            Project Buyer”),
            the
            Project Initiating Member shall have the option:

           

          (i) within
            fifteen (15) days thereafter, unless the Defaulting Project Buyer has
            earlier
            cured such default by depositing the required Project Earnest Money as


           


          
            
              
              

            

            
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          provided
            above or purchasing the Project(s), of causing the Company to (A) continue
            the
            marketing process with the Highest Project Bidder at the Highest Project
            Bid
            under Section 9.3(a),
            if any,
            or (B) begin (or re-commence) the bidding process with third parties
            pursuant to
Section 9.3(a)
            as if it
            were the Project Non-Initiating Member;

           

          (ii) at
            any
            time after default by the Defaulting Project Buyer in depositing the
            Project
            Earnest Money, of seeking from the Defaulting Project Buyer, by judicial
            proceedings or as otherwise permitted by law, as liquidated damages for
            its
            default in its obligations under this Section 9.3,
            an
            amount of money equal to the amount of Project Earnest Money the Defaulting
            Project Buyer was required to deposit pursuant to this Section 9.3;
            or

           

          (iii) at
            any
            time after the Defaulting Project Buyer has deposited the Project Earnest
            Money
            but failed to purchase the Project(s), of retaining the Project Earnest
            Money as
            liquidated damages for the Defaulting Project Buyer's default in its
            obligations
            under this Section 9.3.

           

          (c) If
            the
            Project Non-Initiating Member has elected to purchase the Project(s),
            the
            Project Non-Initiating Member shall pay (or cause its designee to pay)
            to the
            Company, at a closing to be held at the Company’s principal offices no later
            than ninety (90) days after the expiration of the First Project Election
            Period
            or Second Project Election Period, as applicable, in cash an amount equal
            to the
            Agreed Project Price. Simultaneously with the receipt of such payment,
            the
            Company and the Project Initiating Member shall execute and deliver all
            documents that may be necessary or appropriate, in the reasonable opinion
            of
            counsel to the Project Non-Initiating Member and as determined by a title
            company selected by the Project Non-Initiating Member, to convey good,
            marketable and indefeasible fee simple title to the Project(s) by special
            warranty deed, free and clear of all liens and encumbrances (other than
            (i) liens securing any mortgage debt that the Project Non-Initiating Member
            has agreed to assume, (ii) liens for taxes not yet delinquent,
            (iii) easements, rights-of-way, covenants and restrictions which are
            customary and typical for properties similar to the subject Project(s)
            or
            (iv) those title matters affecting the Project(s) existing at the time the
            Project(s) was acquired by the Company and disclosed on the title insurance
            commitment issued to the Company at that time or which all the Members
            have
            agreed to during the term of the Company), together with all documents
            customarily required in similar transactions or as reasonably required
            by the
            Project Non-Initiating Member or the title company, including owner’s title
            policy and survey. The Project Non-Initiating Member shall execute and
            deliver
            all documents reasonably required by the Project Initiating Member or
            the
            Company to evidence the Project Non-Initiating Member’s assumption of debt which
            the Project Non-Initiating Member has agreed to assume, if any, and to
            evidence
            the release of the Company and the Project Initiating Member from any
            guarantees, indemnities or similar obligations related to such assumed
            debt. All
            charges, escrows, deposits and fees customarily prorated and adjusted
            in similar
            transactions shall be so prorated and adjusted. In the event that accurate
            prorations and adjustments cannot be made at such closing because current
            bills
            are not obtainable, the Project Initiating Member and the Project Non-Initiating
            Member shall prorate on the best available information, subject to adjustment
            upon receipt of the final bills. The Company shall apply the proceeds
            of any
            closing under this Section 9.3
            to the
            outstanding balance under any unsecured debt of the Company as to which
            the Sale
            of the Project(s) may result in an event of default. The Company shall
            pay all
            closing costs 

           


          
            
              
              

            

            
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          incurred
            in connection with the implementation of the selling procedure normally
            and
            customarily paid by a seller of a real property interest in the area
            where the
            applicable Project(s) is located and the Project Non-Initiating Member
            shall pay
            all closing costs incurred in connection with the implementation of the
            selling
            procedure normally and customarily paid by a buyer of a real property
            interest;
provided,
            however,
            that the
            Project Initiating Member and the Project Non-Initiating Member shall
            each pay
            the fees and expenses of its own legal counsel. The Company shall distribute
            to
            the Members the Net Proceeds from Capital Events attributable to the
            Sale of the
            Project(s) pursuant to Section 5.1(a).

           

          Section
            9.4Release
            of Maguire.
            Notwithstanding anything to the contrary elsewhere in this Agreement,
            it shall
            be a condition to (i) any sale, transfer or other disposition of any
            or all of
            Maguire's interest in the Company, (ii) the removal of Maguire MO Manager,
            LLC
            (or any other Maguire Affiliate) as Manager of the Company, (iii) any
            sale,
            transfer or other disposition of a Project Level Entity, (iv) any sale,
            transfer
            or other disposition of a Project, and (v) the removal of Maguire (or
            any
            Maguire Affiliate) as Property Manager for any Project (each, a “Control
            Transaction”),
            that,
            from and after the occurrence of such Control Transaction, Maguire and
            its
            Affiliates shall be released from all further obligations relating to
            periods
            after the Control Transaction under: 

           

          (a) in
            the
            case of clause (i) or (ii) above, all indebtedness of the Company or
            any of its
            subsidiaries, all indebtedness secured by any assets of the Company or
            any of
            its subsidiaries, and any guaranty, indemnity, obligation or similar
            arrangement
            with respect to any of such indebtedness; 

           

          (b) in
            the
            case of clause (iii) above, all indebtedness of such Project Level Entity,
            all
            indebtedness secured by any assets of such Project Level Entity, and
            any
            guaranty, indemnity, obligation or similar arrangement with respect to
            any of
            such indebtedness; and

           

          (c) in
            the
            case of clause (iv) or (v) above, all indebtedness of the Project Level
            Entity
            that owns such Project, all indebtedness secured by such Project or any
            other
            assets of such Project Level Entity, and any guaranty, indemnity, obligation
            or
            similar arrangement with respect to any of such indebtedness.

           

          Maguire
            may waive the foregoing condition, but shall not be obligated to effect,
            or
            acquiesce with respect to, any Control Transaction, and no Control Transaction
            shall take effect, unless and until Maguire has concluded, to its reasonable
            satisfaction, that this condition has been satisfied. In order to satisfy
            itself
            in this regard, Maguire shall be entitled to request and review any and
            all
            documentation that reasonably relate to the foregoing release. Without
            the
            Consent of Maguire, which may be withheld in its reasonable discretion,
            indemnification shall not be an adequate substitute for the foregoing
            release.
            This Section
            9.4
            shall
            not be deemed to require a release with respect to any indebtedness,
            guaranty,
            indemnity, obligation or similar arrangement unless Maguire or one of
            its
            Affiliates is obligated with respect thereto pursuant to a written agreement,
            instrument or other document.

           

          Section
            9.5Release
            of MOF.
            Notwithstanding anything to the contrary elsewhere in this Agreement,
            it shall
            be a condition to (i) any sale, transfer or other disposition of any
            or all of
            MOF's interest in the Company, (ii) any sale, transfer or other disposition
            of a
            Project Level 

           


          
            
              
              

            

            
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          Entity,
            and (iii) any sale, transfer or other disposition of a Project (each,
            a
“MOF
            Control Transaction”),
            that,
            from and after the occurrence of such MOF Control Transaction, MOF and
            its
            Affiliates shall be released from all further obligations relating to
            periods
            after the MOF Control Transaction under: 

           

          (a) in
            the
            case of clause (i) above, all indebtedness of the Company or any of its
            subsidiaries, all indebtedness secured by any assets of the Company or
            any of
            its subsidiaries, and any guaranty, indemnity, obligation or similar
            arrangement
            with respect to any of such indebtedness; 

           

          (b) in
            the
            case of clause (ii) above, all indebtedness of such Project Level Entity,
            all
            indebtedness secured by any assets of such Project Level Entity, and
            any
            guaranty, indemnity, obligation or similar arrangement with respect to
            any of
            such indebtedness; and

           

          (c) in
            the
            case of clause (iii) above, all indebtedness of the Project Level Entity
            that
            owns such Project, all indebtedness secured by such Project or any other
            assets
            of such Project Level Entity, and any guaranty, indemnity, obligation
            or similar
            arrangement with respect to any of such indebtedness.

           

          MOF
            may
            waive the foregoing condition, but shall not be obligated to effect,
            or
            acquiesce with respect to, any MOF Control Transaction, and no MOF Control
            Transaction shall take effect, unless and until MOF has concluded, to
            its
            reasonable satisfaction, that this condition has been satisfied. In order
            to
            satisfy itself in this regard, MOF shall be entitled to request and review
            any
            and all documentation that reasonably relate to the foregoing release.
            Without
            the Consent of MOF, which may be withheld in its reasonable discretion,
            indemnification shall not be an adequate substitute for the foregoing
            release.
            This
Section
            9.5
            shall
            not be deemed to require a release with respect to any indebtedness,
            guaranty,
            indemnity, obligation or similar arrangement unless MOF or one of its
            Affiliates
            is obligated with respect thereto pursuant to a written agreement, instrument
            or
            other document.

           

          Section
            9.6Assignment
            of Rights.
            Each
            Member may assign its rights to purchase under this Article IX
            to any
            of its Affiliates.

           

          ARTICLE
            X

           

          


           

          MISCELLANEOUS
            PROVISIONS

           

          Section
            10.1Applicable
            Law.
            This
            Agreement shall be construed and enforced in accordance with the laws
            of the
            State of Delaware applicable to agreements to be performed solely within
            the
            State of Delaware.

           

          Section
            10.2No
            Partition.
            No
            Member shall have the right to partition any of the Company’s Projects or
            interests in any Project nor shall a Member make application to any court
            or
            authority to commence or prosecute any action or proceeding for a partition
            thereof, and upon any breach of the provisions of this Section 10.2
            by a
            Member, the other Members shall be entitled to a decree or order restraining
            or
            enjoining such application, actions, or proceedings in addition to all
            other
            rights and remedies afforded by law or equity.

           

           


          
            
              
              

            

            
              61

              
                

              

            

            
              
              

            

          


          


           

          Section
            10.3Binding
            Provisions.
            The
            covenants and agreements contained in this Agreement shall be binding
            upon, and
            inure to the benefit of, the successors and permitted assigns of the
            respective
            parties hereto. No other Person shall have any rights or remedies
            hereunder.

           

          Section
            10.4Complete
            Agreement: Amendment.
            This
            Agreement, together with each of the Exhibits, which are incorporated
            as if
            expressly set forth herein, constitutes the entire agreement between
            the parties
            and supersedes all agreements, representations, warranties, statements,
            promises
            and understandings, whether oral or written, with respect to the subject
            matter
            hereof, and neither party shall be bound by nor charged with any oral
            or written
            agreements, representations, warranties, statements, promises or understandings
            not specifically set forth in this Agreement or its Exhibits. This Agreement
            may
            not be amended, altered or modified except by a writing signed by all
            the
            Members.

           

          Section
            10.5Confidentiality
            and Nondisclosure.
            Unless
            otherwise agreed to in writing, all confidential information which shall
            have
            been furnished or disclosed by the Company or a Member to any other Member
            or
            the Manager pursuant to this Agreement or the negotiations leading to
            this
            Agreement that has been furnished prior to the execution of this Agreement
            or is
            hereafter furnished, and is identified in writing as confidential shall
            be held
            in confidence and shall not be disclosed to any Person other than their
            respective Affiliates, employees, directors, trustees, legal counsel,
            accountants or financial advisers (including those of their respective
            Affiliates) with a need to have access to such information, except as
            reasonably
            necessary or prudent (in the good faith judgment of the Company, applicable
            Member or the Manager) to comply with any disclosure obligations under
            any
            foreign, federal or state securities laws or the rules of any securities
            exchange on which the securities of a Member or the Manager or one of
            their
            Affiliates are listed or as otherwise required by law. The obligations
            of this
            Section do not apply to information that (a) is or becomes part of the
            public domain without a breach by a Member or Manager of this Section 10.5,
            (b) is disclosed by the disclosing party to third parties without
            restrictions on disclosure or (c) is received by the receiving party from a
            third party without knowledge by the receiving party of a breach of a
            nondisclosure obligation by such third party. In addition to the foregoing,
            each
            Member (and each employee, representative, or other agent of such Member
            or its
            applicable Affiliate) may disclose to any and all Persons, without limitation
            of
            any kind, the tax treatment and tax structure of (i) the Company and
            (ii) any transactions described herein, and all materials of any kind
            (including opinions or other tax analyses) that are provided to the Member
            relating to such tax treatment and tax structure. The authorization in
            the
            preceding sentence is not intended to apply to any other information
            unrelated
            to the tax treatment and tax structure of the Company including, without
            limitation, (A) any portion of any documents or related materials to the
            extent not related to the tax treatment or tax structure of the Company,
            (B) the existence or status of any negotiations unrelated to the tax
            issues, (C) any pricing or financial information, except to the extent such
            pricing or financial information is related to the tax treatment or tax
            structure of the Company, or (D) any other term or detail not relevant to
            the tax treatment or tax structure of the Company.

           

          Section
            10.6Counterparts.
            This
            Agreement may be executed in one or more counterparts, each of which
            shall be an
            original and all of which together shall constitute one agreement binding
            on all
            parties hereto, notwithstanding that all the parties may not have signed
            the
            same counterpart.

           

           


          
            
              
              

            

            
              62

              
                

              

            

            
              
              

            

          


          


           

          Section
            10.7Fees
            and Commissions.
            Except
            (i) payments to Deutsche Bank by Maguire, (ii) payments to Secured
            Capital Corporation by Maguire in connection with a Financing on the
            Cerritos
            Project, and (iii) as may be separately disclosed in writing to the other
            Member, each Member hereby represents and warrants that, as of the date
            of this
            Agreement, there are no known claims for brokerage or other commissions
            or
            finder’s or other similar fees in connection with the transactions covered by
            this Agreement insofar as such claims shall be based on actions, arrangements
            or
            agreements taken or made by or on such Member’s behalf, and each Member hereby
            agrees to indemnify and hold harmless the other Members from and against
            any
            liabilities, costs, damages and expenses from any party making any such
            claims
            through such Member.

           

          Section
            10.8Execution
            of Other Documents. Each
            party agrees to do all acts and things and to make, execute and deliver
            such
            written instruments, as shall from time to time be reasonably required
            to carry
            out the purposes, terms and provisions of this Agreement.

           

          Section
            10.9Severability.
            Each
            provision of this Agreement shall be considered separable and if for
            any reason
            any provision or provisions of this Agreement are determined to be illegal
            or
            invalid and contrary to any existing or future law, such illegality or
            invalidity shall not impair the operation of, or affect, those portions
            of this
            Agreement that are legal and valid.

           

          Section
            10.10Waiver.
            No
            consent or waiver, express or implied, by a Member to or of any breach
            or
            default by the other Member in the performance by such other Member of
            its
            obligations under this Agreement shall be deemed or construed to be a
            consent or
            waiver to or of any other breach or default in the performance by such
            Member of
            any other obligations of such other Member under this Agreement. Failure
            on the
            part of a Member to complain of any act or failure to act of the other
            Member or
            to declare the other Member in default, irrespective of how long such
            failure
            continues, shall not constitute a waiver by such Member of its rights
            under this
            Agreement. The giving of Consent by a Member in any one instance shall
            not limit
            or waive the necessity to obtain such Member’s Consent in any future instance.
            Except as otherwise expressly set forth in this Agreement, a matter that
            is
            neither approved nor disapproved within the time period set forth in
            this
            Agreement for such approval or disapproval to be given shall be deemed
            disapproved by the non-responding party.

           

          Section
            10.11Terminology.
            All
            personal pronouns used in this Agreement, whether used in the masculine,
            feminine or neuter gender, shall include all other genders; and the singular
            shall include the plural and vice versa. Titles of Articles and Sections
            are for
            convenience only, and neither limit nor amplify the provisions of this
            Agreement
            itself. Unless the context otherwise requires, reference to Articles,
            Sections
            and Exhibits refer to Articles, Sections and Exhibits to this Agreement.
            The use
            of the word “including,” when following any general statement, term or matter,
            shall not be construed to limit such statement, term or matter to the
            specific
            items or matters set forth immediately following such word or to similar
            items
            or matters, whether or not non-limiting language (such as “without limitation,”
or “but not limited to,” or words of similar import) is used with reference
            thereto, but rather shall be deemed to refer to all other items or matters
            that
            could reasonably fall within the broadest possible scope of such general
            statement, term or matter. If any deadline falls on a day that is not
            a Business
            Day, the deadline shall be the first (1st)
            Business Day thereafter.

           

           


          
            
              
              

            

            
              63

              
                

              

            

            
              
              

            

          


          


           

          Section
            10.12Equitable
            Remedies.
            Any
            Member shall, in addition to all other rights provided in this Agreement
            or as
            may be provided by law, and subject to the limitations set forth in this
            Agreement, be entitled to all equitable remedies, including those of
            specific
            performance and injunction, to enforce such Member’s rights under this
            Agreement.

           

          Section
            10.13Remedies
            Cumulative.
            Each
            right, power, and remedy provided for in this Agreement or now or hereafter
            existing under law or equity shall be cumulative and concurrent and shall
            be in
            addition to every other right, power, or remedy provided for in this
            Agreement
            or now or hereafter existing under law or equity, and the exercise or
            beginning
            of the exercise or the forbearance of exercise by any party of any one
            or more
            of such rights, powers, or remedies shall not preclude the simultaneous
            or later
            exercise by such party of any or all of such other rights, powers, or
            remedies.

           

          Section
            10.14Notices.
            Notification shall be sent as follows:

           

          
            
              If
                to
                Maguire or the Manager, to:

               

              c/o
                Maguire Properties, L.P. 

              333
                South
                Grand Avenue

              Suite
                400

              Los
                Angeles, CA 90071

              Attention:
                Mr. Robert F. Maguire, III, Chairman and Co-CEO

              Email:
                rob.maguire@maguireproperties.com

              Facsimile:
                1-213-553-5100

              and

              Attention:
                Mr. Mark T. Lammas, General Counsel

              Email:
                mark.lammas@maguireproperties.com

              Facsimile:
                1-213-553-5198

               

              With
                copies to:

               

              Skadden,
                Arps, Slate, Meagher & Flom LLP

              300
                S.
                Grand Ave., #3400

              Los
                Angeles, CA 90071

              Attention:
                Rand April

              Email:
                rapril@skadden.com

              Facsimile:
                1-213-687-5600

               

              If
                to
                MOF, to:

               

              Macquarie
                Office Trust

              c/o
                Macquarie Real Estate, Inc.

              One
                North
                Wacker Drive, 9th
                Floor

              Chicago,
                Illinois 60606

              Attention:
                Kristin Marsilje

              Email:
                kristin.marsilje@macquarie.com

              Facsimile:
                1-312-499-8686

            

          

           


          
            
              
              

            

            
              64

              
                

              

            

            
              
              

            

          


          


          

            With
              copies to:

             

            Macquarie
              Office Trust

            c/o
              Macquarie Office Management

            Level
              13,
              No. 1 Martin Place

            Sydney,
              Australia NSW 2000

            Attention:
              Jill Rikard-Bell

            E-mail:
              jill.rikard-bell@macquarie.com

            Facsimile:
              61-2-8232-6510

             

            and

             

            Mayer,
              Brown, Rowe & Maw LLP

            71
              South
              Wacker Drive

            Chicago,
              Illinois 60606-4637

            Attention:
              Bruce L. Gelman

            E-mail:
              bgelman@mayerbrownrowe.com

            Facsimile:
              1-312-701-7711

          

           

          See
            also
            the definition of “Notification.”

           

          Section
            10.15Construction. This
            Agreement has been negotiated at arm’s length and between persons sophisticated
            and knowledgeable in the matters dealt with in this Agreement. In addition,
            each
            party has been represented by experienced and knowledgeable legal counsel.
            Accordingly, any rule of law or legal decision that would require interpretation
            of any ambiguities in this Agreement against either party is not applicable
            and
            is waived.

           

          [REMAINDER
            OF PAGE INTENTIONALLY LEFT BLANK.]


         

        
 

        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

           

           

        

      

    

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

     

    

                                  Maguire
        Member:


      
        	
                MAGUIRE
                  PROPERTIES, L.P.,

              
	
                a
                  Maryland limited partnership

              
	 	 	 
	
                By:

              	
                Maguire
                  Properties, Inc.

              
	 	
                a
                  Maryland corporation

              
	 	
                its
                  general partner

              
	 	 	 
	 	
                By:

              	
                /s/
                  Mark Lammas   

              
	 	 	
                Name:
                  Mark Lammas

              
	 	 	
                Title:   
                  Senior Vice President

              


      

      


      Macquarie
        Member:

      
        	
                MACQUARIE
                  OFFICE II LLC,

              
	 a
                Delaware limited liability company
	 
	
                By:

              	
                Macquarie
                  Office (US) Corporation

              
	 	
                a
                  Maryland corporation

              
	 	
                its
                  managing member

              
	 	 	 
	 	
                By:

              	
                /s/
                  Rena X. Pulido   

              
	 	 	
                Name:
                  Rena X. Pulido

              
	 	 	
                Title:   
                  Vice President

              


      

      


      


      Manager:

      
        	
                MAGUIRE
                  MO MANAGER, LLC,

              
	
                a
                  Delaware limited liability company

              
	 	 	 
	
                By:

              	
                Maguire
                  Properties, L.P.,

              
	 	
                a
                  Maryland limited partnership,

              
	 	
                its
                  sole member

              
	 	 
	
                By:

              	
                Maguire
                  Properties, Inc.,

              
	 	
                a
                  Maryland corporation,

              
	 	
                its
                  general partner

              
	 	 	 
	 	
                By:

              	
                /s/
                  Mark Lammas

              
	 	 	
                Name:
                  Mark Lammas

              
	 	 	
                Title:   
                  Senior Vice President