Exh 10.6 10/26/2005 Contribution Agreement -- Stadium Gateway


    
      

    

    Exhibit
      10.6

    
 

    CONTRIBUTION
      AGREEMENT

     

    


    


    AMONG

     

    


    


    MAGUIRE
      PROPERTIES, L.P.

     

    MACQUARIE
      OFFICE II LLC,

    


    and

    


    


    MAGUIRE
      MACQUARIE OFFICE, LLC

     

    


    


    


    Stadium
      Gateway, Anaheim, California;

    


    


    


    


     

    


     

    


     

    October
      26, 2005

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

    

      
        
          	
                  ARTICLE
                    1: BASIC TERMS 

                	
                  1

                
	 	
                  1.1 Contribution
                    

                	
                  1

                
	 	
                  1.2 Agreed
                    Value 

                	
                  2

                
	 	
                  1.3 Contributor
                    Remedies 

                	
                  3

                
	 	
                  1.4 Investor
                    Remedies 

                	
                  3

                
	
                  ARTICLE
                    2: INSPECTION

                	
                  3

                
	 	
                  2.1 Contributor’s
                    Delivery of Specified Documents

                	
                  3

                
	 	
                  2.2 Due
                    Diligence

                	
                  3

                
	 	
                  2.3 Access

                	
                  3

                
	 	
                  2.4 Tenant
                    Estoppels

                	
                  4

                
	 	
                  2.5 Property
                    Management Contracts; Employees

                	
                  5

                
	 	
                  2.6 Intentionally
                    Omitted

                	
                  5

                
	 	
                  2.7 Intentionally
                    Omitted

                	
                  5

                
	
                  ARTICLE
                    3: TITLE AND SURVEY REVIEW

                	
                  5

                
	 	
                  3.1 Delivery
                    of Title Commitment and Survey

                	
                  5

                
	 	
                  3.2 Title
                    Review and Cure

                	
                  5

                
	 	
                  3.3 Delivery
                    of Title Policy at Closing

                	
                  6

                
	 	
                  3.4 Title
                    and Survey Costs

                	
                  7

                
	
                  ARTICLE
                    4: OPERATIONS AND RISK OF LOSS

                	
                  7

                
	 	
                  4.1 Ongoing
                    Operations

                	
                  7

                
	 	
                  4.2 Operating
                    Expenses

                	
                  9

                
	 	
                  4.3 Damage

                	
                  9

                
	 	
                  4.4 Condemnation

                	
                  9

                
	
                  ARTICLE
                    5: CLOSING

                	
                  9

                
	 	
                  5.1 Closing
                    and Escrow

                	
                  9

                
	 	
                  5.2 Conditions
                    to the Parties’ Obligations to Close

                	
                  10

                
	 	
                  5.3 Contributor’s
                    Deliveries

                	
                  12

                
	 	
                  5.4 Investor’s
                    Deliveries

                	
                  13

                
	 	
                  5.5 Venture’s
                    Deliveries

                	
                  14

                
	 	
                  5.6 Closing
                    Statements/Escrow Fees; Contributions to Venture

                	
                  14

                
	 	
                  5.7 Sales,
                    Transfer, and Documentary Taxes

                	
                  15

                
	 	
                  5.8 Possession

                	
                  15

                


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          
            	 	
                    5.9 Delivery
                      of Books and Records

                  	
                    15

                  
	 	
                    5.10 Management
                      and Leasing Agreement

                  	
                    15

                  
	 	
                    5.11 Intentionally
                      Omitted

                  	
                    15

                  
	 	
                    5.12 Intentionally
                      Omitted

                  	
                    15

                  
	 	
                    5.13 Parking
                      Agreements

                  	
                    15

                  
	 	
                    5.14 Intentionally
                      Omitted.

                  	
                    15

                  
	 	
                    5.15 Intentionally
                      Omitted.

                  	
                    15

                  
	 	
                    5.16 Intentionally
                      Omitted.

                  	
                    15

                  
	
                    ARTICLE
                      6: PRORATIONS AND ADJUSTMENTS

                  	
                    15

                  
	 	
                    6.1 Prorations

                  	
                    15

                  
	 	
                    6.2 Tenant
                      Reconciliation and Post-Closing Adjustments

                  	
                    17

                  
	 	
                    6.3 Leasing
                      Commissions

                  	
                    17

                  
	 	
                    6.4 Tenant
                      Improvements and Allowances

                  	
                    18

                  
	 	
                    6.5 Tenant
                      Deposits

                  	
                    18

                  
	 	
                    6.6 Wages

                  	
                    18

                  
	 	
                    6.7 Utility
                      Deposits

                  	
                    19

                  
	 	
                    6.8 Sales
                      Commissions

                  	
                    19

                  
	 	
                    6.9 Post-Closing
                      Obligations

                  	
                    19

                  
	
                    ARTICLE
                      7: REPRESENTATIONS AND WARRANTIES

                  	
                    19

                  
	 	
                    7.1 Contributor’s
                      Representations and Warranties

                  	
                    19

                  
	 	
                    7.2 Investor’s
                      Representations and Warranties

                  	
                    26

                  
	 	
                    7.3 Venture’s
                      Representations and Warranties

                  	
                    27

                  
	 	
                    7.4 Survival
                      of Representations and Warranties

                  	
                    27

                  
	
                    ARTICLE
                      8: INDEMNIFICATION

                  	
                    28

                  
	 	
                    8.1 Contributor’s
                      Indemnity

                  	
                    28

                  
	 	
                    8.2 Venture’s
                      Indemnity

                  	
                    28

                  
	 	
                    8.3 Investor’s
                      Indemnity

                  	
                    28

                  
	 	
                    8.4 Effectiveness

                  	
                    28

                  
	 	
                    8.5 Procedure

                  	
                    28

                  
	 	
                    8.6 Limitation
                      on Liability

                  	
                    29

                  
	
                    ARTICLE
                      9: MISCELLANEOUS

                  	
                    29

                  
	 	
                    9.1 Parties
                      Bound

                  	
                    29

                  


          

           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    9.2 Headings

                  	
                    30

                  
	 	
                    9.3 Expenses

                  	
                    30

                  
	 	
                    9.4 Invalidity
                      and Waiver

                  	
                    30

                  
	 	
                    9.5 Governing
                      Law

                  	
                    30

                  
	 	
                    9.6 Survival
                      30

                  	 
	 	
                    9.7 No
                      Third Party Beneficiary

                  	
                    30

                  
	 	
                    9.8 Entirety
                      and Amendments

                  	
                    30

                  
	 	
                    9.9 Time
                      of the Essence

                  	
                    30

                  
	 	
                    9.10 Confidentiality
                      30

                  	 
	 	
                    9.11 Attorneys’
                      Fees

                  	
                    31

                  
	 	
                    9.12 Brokers

                  	
                    31

                  
	 	
                    9.13 Notices

                  	
                    31

                  
	 	
                    9.14 Construction

                  	
                    32

                  
	 	
                    9.15 Remedies
                      Cumulative

                  	
                    33

                  
	 	
                    9.16 Calculation
                      of Time Periods

                  	
                    33

                  
	 	
                    9.17 Intentionally
                      Deleted

                  	
                    33

                  
	 	
                    9.18 Execution
                      in Counterparts

                  	
                    33

                  
	 	
                    9.19 Further
                      Assurances

                  	
                    33

                  
	 	
                    9.20 Waiver
                      of Jury Trial

                  	
                    33

                  
	 	
                    9.21 Bulk
                      Sales

                  	
                    33

                  


          

        

      

    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    

      CONTRIBUTION
        AGREEMENT

       

      THIS
        CONTRIBUTION AGREEMENT (this “Agreement”)
        is
        made as of the 26th
        day of
        October, 2005, among MAGUIRE
        MACQUARIE OFFICE, LLC,
        a
        Delaware limited liability company (referred to herein as “Venture”),
        MACQUARIE
        OFFICE II LLC,
        a
        Delaware limited liability company (referred to herein as “Contributor”)
        and
MAGUIRE
        PROPERTIES, L.P.,
        a
        Maryland limited partnership (referred to herein as “Investor”).

       

      Background

       

      Concurrently
        with the execution of this Agreement, Contributor and Investor have entered
        into
        that certain Limited Liability Company Agreement of Maguire Macquarie Office
        LLC
        dated the date hereof (the “Original
        LLC Agreement”).

       

      It
        is
        contemplated that Contributor shall contribute or cause its direct or indirect
        subsidiary to contribute to Venture one hundred percent (100%) of the Ownership
        Interests in the single-purpose limited liability company identified on
Schedule
        1
        attached
        hereto (the “SPE”)
        which
        is the current owner of the SPE Property (defined below).

       

      In
        connection with such contribution to Venture, the parties intend to enter
        into
        an Amendment and Restatement of the Original LLC Agreement (the “Amended
        and Restated LLC Agreement”,
        and
        together with the Original LLC Agreement, the “LLC
        Agreement”).

       

      Venture
        wishes to accept the contribution of the SPE, and the Contributor wishes
        to
        contribute the SPE to Venture, on the terms and conditions set forth in this
        Agreement and the LLC Agreement.

       

      In
        consideration of the foregoing statements and the mutual agreements herein,
        and
        for other good and valuable consideration, the receipt and sufficiency of
        which
        is hereby acknowledged, the Contributor agrees to contribute to Venture and
        Venture agrees to accept the contribution of the Property, subject to the
        following terms and conditions:

       

      ARTICLE
        1: BASIC
        TERMS

       

      1.1Contribution .
        Subject
        to the terms and conditions of this Agreement and the LLC Agreement, Contributor
        agrees to contribute, transfer, set over and convey to Venture, or to cause
        its
        direct or indirect subsidiary to do the same, and Venture agrees to accept
        from
        Contributor, (A) the Ownership Interests in the SPE which owns Stadium Gateway,
        Anaheim, California and (B) cash in the amount, if any, set forth on the
        final
        closing statement. The following are collectively, the “Property”:

       

      (a) The
        “Ownership
        Interests”
being
        all of the issued and outstanding limited liability company interests in
        the
        SPE.

       

      (b) The
        “Real
        Property”
being
        (A) the land described in Exhibit A-1
        attached
        hereto; (B) the improvements and fixtures located thereon, including but
        not
        limited to a Class A office building commonly known as “Stadium
        Gateway"
        with
        rentable area of approximately 272,826 square feet without any parking area
        for
        vehicles located on such land (collectively, the “Stadium
        Gateway Improvements”);
        (C)
        all and singular the rights, benefits, privileges, easements, tenements,
        hereditaments, and appurtenances thereon or in anywise appertaining to such
        real
        property, and (D) all right, title and interest of the SPE in and to all
        strips
        and gores and any land lying in the bed of any street, road or alley, open
        or
        proposed, adjoining such real property.

       

       


      
        
          
          

        

        
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      (c) The
        SPE’s
        interest as landlord in the “Leases,”
being
        all leases of space or other occupancy agreements affecting the Stadium Gateway
        Improvements, including leases or occupancy agreements which may be made
        by the
        SPE after the date hereof and before Closing as permitted by this Agreement,
        and
        any and all amendments and supplements thereto, and any and all guaranties
        and
        security received by the SPE landlord in connection therewith.

       

      (d) The
        “Personal
        Property,”
being
        all right, title and interest of the SPE in and to all tangible personal
        property located at the Real Property and now or hereafter used by the SPE
        in
        connection with the operation, ownership, maintenance, management, occupancy
        or
        improvement of the Real Property, including, without limitation: equipment;
        machinery; furniture; art work; furnishings; office equipment and supplies;
        and
        whether stored on or offsite, all tools, supplies, and construction and finish
        materials not incorporated in the Stadium Gateway Improvements and held
        exclusively for repairs and replacements in respect of the Real Property.
        The
        term “Personal Property” also shall include any and all deposits, bonds or other
        security deposited or delivered by the SPE with or to any and all governmental
        bodies, utility companies or other third parties in connection with the
        operation, ownership, maintenance, management, occupancy or improvement of
        the
        Real Property.

       

      (e) The
        “Intangible
        Property,”
being
        all right, title and interest of the SPE in and to all intangible personal
        property now or hereafter used by it exclusively in connection with the
        operation, ownership, maintenance, management, or occupancy of the Real
        Property, including without limitation: (i) all trade names and trade marks
        associated with the Real Property, including, without limitation, the name
        of
        the Stadium Gateway Improvements; the plans and specifications for the Stadium
        Gateway Improvements; rights of the SPE as a licensor or licensee under any
        license; applications, permits, approvals and licenses (to the extent
        assignable); (ii) to the extent relating to the period after Closing (and
        not to
        the period of Contributor's ownership of the SPE), all warranties; indemnities;
        claims against third parties; claims against tenants for tenant improvement
        reimbursements; all contract rights of the SPE related to the construction,
        operation, ownership or management of the Real Property; insurance proceeds
        and
        condemnation awards or claims thereto; and (iii) all books and records relating
        to the Property; provided, however, that Contributor shall maintain the right
        to
        access and copy the same for five (5) years after Closing.

       

      The
        Real
        Property, the Personal Property, the Leases and the Intangible Property are
        hereinafter collectively referred to as the “SPE
        Property”.
        If for
        any reason whatsoever the contribution by Contributor of the Ownership Interests
        in the SPE which owns Stadium Gateway does not close, including, without
        limitation, default by Contributor, failure of a condition, breach of a
        representation, warranty or covenant or failure to make required deliveries,
        Contributor shall have the right, but not the obligation, in lieu of the
        contribution of the Ownership Interests in the SPE which owns Stadium Gateway,
        to contribute to the Venture cash in the amount of $57,600,000 in full
        satisfaction of all of Contributor’s obligations under this Agreement. If cash
        is contributed in lieu of the Ownership Interests, Investor and Contributor
        shall revise the form of the Amended and Restated LLC Agreement (which is
        attached as an Exhibit to the Master Contribution Agreement and is to be
        entered
        into in connection with the Closing hereunder) to reflect such change in
        assets
        contributed by Contributor, including (i) revisions to Section 3.1(c) of
        the
        form of Amended and Restated LLC Agreement to reflect a special cash
        distribution to Investor of $281,000,000, of which $186,000,000 will be
        distributed to reimburse Investor for preformation capital expenditures under
        Treasury Regulation Section 1.707-4(d), and (ii) appropriate revisions to
        Exhibit
        F
        to the
        Amended and Restated LLC Agreement (Preformation Expenditure Reimbursements
        by
        Project), as reasonably requested by Investor.

       

      1.2Agreed
        Value .
        The
        total Agreed Value for the Property shall be $80,000,000.00. The Agreed Value
        shall be allocated to Contributor under the terms of the LLC Agreement as
        an
“Agreed
        

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


       

      Value”
as
        that
        term is defined in the LLC Agreement and shall be considered a “Capital
        Contribution”,
        as
        that term is used in the LLC Agreement and allocated to the Contributor as
        of
        the date of Closing.

       

      1.3Contributor
        Remedies .
        In the
        event Investor breaches or defaults in its obligations under this Agreement,
        such breach or default shall not have been cured by Investor within ten (10)
        Business Days (as defined in the LLC Agreement) after notice from Contributor,
        and Contributor is not in default hereunder, Contributor shall have the right
        to
        terminate this Agreement and to thereupon exercise any and all rights and
        remedies to which Macquarie Office II LLC may be entitled under the Master
        Contribution Agreement. 

       

      1.4Investor
        Remedies .
        Subject
        to the immediately following sentence, Investor’s sole and exclusive remedies in
        the event Contributor breaches or defaults in its obligations under this
        Agreement, and such breach or default shall not have been cured by Contributor
        within ten (10) Business Days after notice from Investor, and provided Investor
        shall not be in default hereunder, shall be to enforce specific performance
        of
        Contributor’s obligation to close the transactions provided for herein, or to
        terminate this Agreement (and in the event Investor so elects to terminate
        this
        Agreement, Investor may exercise any and all rights and remedies to which
        Maguire Properties, L.P. may be entitled under the Master Contribution
        Agreement). The foregoing notwithstanding, if Contributor's default or breach
        hereunder is the result of an intentional act or omission of Contributor
        which
        makes (and was done with the intention to make or could reasonably be expected
        to make) specific performance of this Agreement impracticable or unavailable,
        each of the Venture and the Investor may assert and seek judgment as to all
        other remedies available to it at law or in equity, which remedies shall
        be
        cumulative. 

       

      ARTICLE
        2: INSPECTION

       

      2.1Contributor’s
        Delivery of Specified Documents .
        To the
        extent such items are presently in Contributor’s or its property manager’s
        possession or control, Contributor has provided to Investor prior to the
        date
        hereof, access to the information and documents set forth on Exhibit
        H
        attached
        hereto (the “Property
        Information”)
        related to the SPE. The terms Rent
        Roll,
        Operating
        Statements,
        Commission
        Schedule
        and
Service
        Contracts
        are
        defined in Exhibit
        H.
        Contributor shall have the continuing obligation during the pendency of this
        Agreement to provide Investor with access to any document described above
        and
        coming into Contributor's, SPE's or its property manager's possession or
        control
        or produced by or for Contributor after the initial delivery of the Property
        Information.

       

      2.2Due
        Diligence .
        Investor shall have until November 15, 2005 (the "Diligence
        Expiration Date")
        in
        which to examine, inspect, and investigate the Property and, in Investor’s sole
        and absolute judgment and discretion, to determine whether the Property is
        satisfactory to Investor and to obtain appropriate internal approval to proceed
        with this transaction. Investor may terminate this Agreement pursuant to
        this
Section
        2.2
        by
        giving notice of termination (the “Due
        Diligence Termination Notice”)
        to
        Contributor on or before the Diligence Expiration Date. This Agreement shall
        continue in full force and effect if Investor does not timely give a Due
        Diligence Termination Notice. Upon such termination all rights and obligations
        of the parties under this Agreement shall terminate except pursuant to any
        provisions which by their terms survive a termination of this
        Agreement.

       

      2.3Access .
        Investor shall have reasonable access to the Property and all books and records
        for the Property and the entities which own the Property that are in
        Contributor’s, SPE’s or its property manager’s possession or control for the
        purpose of conducting non-intrusive surveys, architectural, engineering,
        and
        geotechnical and environmental inspections and tests, and any other inspections,
        studies, or tests reasonably required by Investor and preapproved by Contributor
        in it's reasonable discretion. Investor shall not create any liens on the
        Property by virtue of its access to or entry on the Property and will indemnify,
        defend, and hold Contributor harmless from all claims asserted against and
        any
        loss, 

       


      
        
          
          

        

        
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      harm,
        damages, cost, or liability suffered by Contributor as a result of Investor’s or
        its representatives or contractors entry onto or activities with respect
        to the
        Property. If any inspection or test disturbs the Property, Investor will
        restore
        the Property to its condition before any such inspection or test. During
        the
        pendency of this Agreement, Investor and its agents, employees, and
        representatives shall have a continuing right of reasonable access to the
        Property and any office where the records of the Property are kept for the
        purpose of examining and making copies of all books and records and other
        materials relating to the Property in Contributor’s, SPE's or its property
        manager’s possession or control, all at Investor's sole cost and expense.
        Investor shall have the right to conduct a “walk-through” of the Real Property
        before the Closing upon appropriate notice to Contributor, and if Contributor
        so
        elects, accompanied by Contributor. In the course of its investigations,
        and
        subject to Contributor’s reasonable oversight and prior consent, Investor may,
        make inquiries to third parties, including, without limitation, tenants,
        lenders, contractors, property managers, parties to Service Contracts and
        municipal, local and other government officials and
        representatives.

       

      2.4Tenant
        Estoppels .
        Contributor shall use commercially reasonable efforts to secure and deliver
        to
        Investor, as Contributor receives same, by no later than five (5) Business
        Days
        before the Closing, executed estoppel certificates from the tenants of the
        Stadium Gateway Improvements in the form of either Exhibit
        I
        attached
        hereto or the form, if any, permitted to be given by any tenant pursuant
        to the
        terms of its Lease. Contributor shall provide Investor with copies of the
        tenant
        estoppels for Investor’s review and comment before delivering the tenant
        estoppels to tenants, and shall initially seek to have the tenants sign the
        form
        of estoppel attached hereto as Exhibit
        I
        (supplemented to reflect any tenant specific issues as may be commercially
        reasonable). Investor’s obligation to close this transaction is subject to the
        condition that, as of Closing (1) estoppel certificates from each of the
        Major
        Tenants consistent with the Rent Roll and the representations of Contributor
        in
Section
        7.1
        have
        been delivered to and are satisfactory to Investor in its reasonable discretion,
        (2) estoppel certificates from tenants (including the Major Tenants) comprising
        at least eighty percent (80%) of the total rentable square footage of the
        Stadium Gateway Improvements consistent with the Rent Roll and the
        representations of Contributor in Section
        7.1
        have
        been delivered to and are satisfactory to Investor in its reasonable discretion,
        (3) the Leases to Major Tenants shall be in full force and effect and no
        material default or claim by landlord or tenant shall exist or have arisen
        under
        any Leases that was not specifically disclosed in the Rent Roll included
        in the
        initial delivery of the Property Information; and (4) no Major Tenant shall
        have
        initiated or had initiated against it any insolvency, bankruptcy, receivership
        or other similar proceeding.

       

      “Major
        Tenants”
means
        those Tenant's listed on Schedule
        2.4
        attached
        hereto.

       

      If
        any
        tenant estoppel discloses any facts objectionable to Investor in its reasonable
        discretion, Contributor shall not be required to correct the alleged
        objectionable facts. If Contributor is unable, for any reason whatsoever,
        to
        obtain sufficient tenant estoppels estoppels to satisfy the requirements
        of this
Section
        2.4,
        Contributor shall be permitted to substitute therefor one or more "owner
        estoppels" for not more than two (2) tenants; provided, however, that the
        aggregate rentable square footage of the Stadium Gateway Improvements occupied
        by tenants for whom an "owner estoppel" is delivered shall in no event exceed
        22,000 square feet. Any such owner estoppel shall be executed by Contributor
        on
        the same form and contain the same information and representations and
        warranties that the tenant was required to provide, except that Contributor
        may
        qualify the statements contained in such estoppel (other than statements
        of
        objectively determinable facts) with "to its knowledge." Facts disclosed
        in any
        estoppel received from a tenant may only be reasonably considered objectionable
        by Investor for the purposes of determining their acceptability to
        Investor, if
        the
        facts, if assumed to be true, would be materially inconsistent with any of
        Contributor’s representations and warranties contained in any of this Agreement,
        the Rent Roll, the Leases, or any exhibits attached hereto, or allege a material
        default by the landlord. 

       

       


      
        
          
          

        

        
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      2.5Property
        Management Contracts; Employees .
        Concurrently with the Closing, Contributor shall cause any property management
        and leasing agreements for the Real Property to be terminated, and Venture
        shall
        cause the SPE to enter into a new property management and leasing agreement
        with
        Maguire Properties, L.P. in the form of Exhibit
        L
        attached
        hereto (the "Property
        Management and Leasing Agreement").
        It is
        acknowledged and agreed that Venture is not agreeing to acquire or acquiring
        any
        employees of Contributor in connection with the transactions contemplated
        by
        this Agreement. Both before and after Closing, Contributor shall comply with,
        and indemnify Investor and the SPE against any and all losses and damages
        incurred in connection with any violation of, any and all laws, regulations,
        rules and orders applicable to employees of the SPE, other than employees
        of the
        SPE who are hired by the SPE after Closing. 

       

      2.6Intentionally
        Omitted . 

       

      2.7Intentionally
        Omitted . 

       

      (a) Intentionally
        Omitted.
        

       

      (b) Intentionally
        Omitted.
        

       

      (c) Intentionally
        Omitted.
        

       

      (d) Intentionally
        Omitted.
        

       

      2.8 CCRs .
        If the
        Real Property is subject to a declaration of covenants, conditions and
        restrictions or similar instrument (“CCRs”)
        governing or affecting the use, operation, parking, maintenance, management
        or
        improvement of the Real Property, upon Investor’s request with respect to a
        particular CCR, Contributor shall use commercially reasonable efforts to
        secure
        and deliver to Investor prior to Closing an estoppel certificate ("CCR
        Estoppel"),
        in
        form and substance reasonably satisfactory to Investor, from the declarant,
        association, committee, agent and/or other person or entity having governing
        or
        approval rights under such CCR.

       

      ARTICLE
        3: TITLE
        AND SURVEY REVIEW

       

      3.1Delivery
        of Title Commitment and Survey .
        Contributor has caused to be prepared and delivered to Venture prior to the
        date
        of this Agreement (or will cause to be prepared and delivered to Venture
        promptly after the date hereof) a current, effective commitment for title
        insurance for the Real Property (the “Title
        Commitments”)
        issued
        by the Title Company, in the amount of the Agreed Value, accompanied by complete
        and legible copies of all documents referred to in the Title Commitments.
        Contributor has ordered or will order a duly licensed surveyor to prepare
        an
        update of its existing survey of the Real Property (the “Survey”),
        and
        will take such actions as are requested by Investor and as are commercially
        reasonable in order that Venture may obtain an ALTA-ACSM survey of the Real
        Property. Contributor will arrange for Uniform Commercial Code, judgment,
        tax
        lien, and litigation searches in the name of Contributor, the SPE and the
        Real
        Property (“UCC
        Searches”)
        and
        will deliver copies of the results promptly upon receipt and in all events
        prior
        to Closing. The Title Commitment, the documents referred to therein, the
        Survey
        and the UCC Searches are referred to herein collectively as the “Title
        Documents.”

       

      3.2Title
        Review and Cure .
        Prior
        to the Diligence Expiration Date, Investor shall provide to Contributor and
        to
        the Title Company, Investor’s objections to title matters shown in the Title
        Documents; provided, however, that if Investor has not received any Title
        Document at least five (5) Business Days prior to the Diligence Expiration
        Date,
        then with respect to such document (and such additional matters in other
        Title
        Documents whose interpretation or understanding materially rely on such


       


      
        
          
          

        

        
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      delayed
        document) only, Investor shall have until five (5) Business Days after its
        receipt of the delayed Title Document to object to title matters shown therein
        or to such additional matters whose interpretation or understanding materially
        relied thereon. Contributor will cooperate with Venture and Investor in curing
        the objections Investor has to title to the Property, but Contributor shall
        have
        no obligation to cure title objections except liens and security interests
        of a
        definite or ascertainable monetary amount which may be removed by the payment
        of
        money, which liens and security interests Contributor shall cause to be released
        (or bonded over in a manner reasonably satisfactory to Investor) at the Closing.
        Contributor agrees to remove exceptions or encumbrances to title which arise
        after the effective date of the Title Commitment as a result of the intentional
        acts or omissions of Contributor. If Contributor fails either to provide
        for the
        removal of such exceptions or objections or to obtain affirmative title
        insurance protection for such exceptions or objections satisfactory to Investor
        in Investor’s reasonable discretion prior to Closing, then, except as set forth
        in the second sentence of this Section
        3.2,
        Contributor shall have no liability to Venture or Investor on account of
        such
        failure and Investor may elect to terminate this Agreement by delivering
        written
        notice to Contributor prior to Closing. Upon delivery of such termination
        notice
        by Investor, this Agreement shall automatically terminate, the parties shall
        be
        released from all further obligations under this Agreement except pursuant
        to
        any provisions which by their terms survive a termination of this Agreement.
        If
        after the effective date of the Title Commitment the Title Company revises
        the
        Title Commitment, or the surveyor revises the Survey, to add or modify
        exceptions, or to add or modify the conditions to obtaining any endorsement
        requested by Investor, then Investor may terminate this Agreement if provision
        for their removal or modification reasonably satisfactory to Investor is
        not
        made. Investor shall have been deemed to have approved any title exception
        that
        Contributor is not obligated to remove (it being understood and agreed that
        Contributor shall be obligated to remove or bond over, to Investor’s reasonable
        satisfaction, all liens and security interests of a definite or ascertainable
        monetary amount which may be removed by the payment of money) and to which
        either Investor did not object as provided above, or to which Investor did
        object, but with respect to which Investor did not terminate this
        Agreement.

       

      3.3Delivery
        of Title Policy at Closing .
        As a
        condition to each of Venture’s and Investor’s obligation to close, the Title
        Company shall deliver to Venture at Closing for the Real Property and the
        Stadium Gateway Improvements thereon, an ALTA Owner’s Policy of title insurance
        issued by the Title Company as of the date and time of the Closing, in the
        amount of the Agreed Value, containing coverage substantially equivalent
        to or
        better than the coverage currently available to the SPE under their existing
        title insurance policies, insuring the SPE as owner of fee simple title to
        the
        applicable Real Property, and subject only to the Permitted Exceptions, and
        providing the Venture's Endorsements (the “Title
        Policy”).
        “Permitted
        Exceptions”
means
        the permitted exceptions set forth on Exhibit
        K
        to this
        Agreement; real estate taxes and assessments not yet delinquent; tenants
        in
        possession as tenants only under the Leases without any option to purchase
        or
        acquire an interest in the Real Property; and any other encumbrance affecting
        the Real Property for which Contributor or SPE delivers to Title Company
        at or
        prior to Closing, proper instruments in recordable from canceling such
        encumbrance, together with funds to pay the cost of recording and canceling
        the
        same, and which encumbrance is omitted from the Title Policy. “Venture’s
        Endorsements”
shall
        mean, to the extent such endorsements are available from the Title Company
        and
        generally available under the laws of the state in which the Real Property
        is
        located: (1) non-imputation; (2) Fairway; (3) all endorsements contained in
        SPE’s existing title policy; and (4) such other endorsements as Investor may
        reasonably require based on its review of the Title Commitments and Surveys,
        but
        only with respect to title exceptions not taken on the SPE’s existing title
        policies. Contributor shall execute at Closing an ALTA Statement (Owner’s
        Affidavit) and any other documents, undertakings or agreements reasonably
        and
        customarily required by the Title Company to issue the Title Policy in
        accordance with the provisions of this Agreement. Contributor shall provide
        Title Company with a “gap undertaking” to enable the Title Company to issue the
        Title Policy in the form required without exception for any item recorded
        between the last date of title approved by Investor and the date of
        Closing.

       

       


      
        
          
          

        

        
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      3.4Title
        and Survey Costs .
        Contributor shall pay for the cost of the Survey, including any revisions
        necessary to make the Surveys conform to the requirements of this Agreement,
        the
        premium for the Title Policies as if the same had been issued with standard
        coverage and not extended coverage, and the cost of the UCC Searches. Venture
        shall pay for the cost of the premium for the extended coverage provided
        by the
        Title Policies and for Venture’s Endorsements.

       

      ARTICLE
        4: OPERATIONS
        AND RISK OF LOSS

       

      4.1Ongoing
        Operations .
        During
        the pendency of this Agreement, Contributor covenants it shall use commercially
        reasonable efforts to do or cause the following to be done; provided, however,
        that except with respect to the matters described in Sections 4.1(b), 4.1(d)
        and
        4.1(i), any failure of Contributor to do or cause any of the same shall not
        be a
        breach of or default under this Agreement; provided further, however, that
        all
        shall be a condition precedent to Investor's obligations hereunder as provided
        in Section
        5.2:

       

      (a) Preservation
        of Business.
        Contributor shall cause the Property to be operated only in the ordinary
        and
        usual course of business and consistent with past practice, shall maintain
        current staffing levels, shall preserve intact the Property (ordinary wear
        and
        tear and casualty covered by insurance excepted), preserve the good will
        and
        advantageous relationships of Contributor with tenants, customers, suppliers,
        independent contractors, employees and other persons or entities material
        to the
        operation of its business, shall perform in all material respects its
        obligations under Leases and other agreements affecting the Property and
        shall
        not knowingly take or omit to take any action which would cause any of the
        representations or warranties of Contributor contained herein to become
        inaccurate in any material respect or any of the covenants of Contributor
        to be
        breached.

       

      (b) Maintenance
        of Insurance.
        Contributor shall cause the SPE to continue to carry its existing insurance
        with
        respect to the SPE Property through the Closing Date, and shall not allow
        any
        breach, default, termination or cancellation of such insurance policies or
        agreements to occur or exist.

       

      (c) New
        Contracts.
        Without
        Investor’s prior written consent in each instance, which will not be
        unreasonably withheld, Contributor will not enter into or amend, terminate,
        waive any default under, or grant concessions regarding any contract or
        agreement that will be an obligation affecting the Property or binding on
        the
        Venture after the Closing, except in the ordinary course of
        business.

       

      (d) Listing
        and Other Offers.
        Contributor will not list the Property with any broker or otherwise solicit
        or
        make or accept any offers to sell the Property, engage in any discussions
        or
        negotiations with any third party with respect to the sale or other disposition
        of any of the Property, or enter into any contracts or agreements (whether
        binding or not) regarding any disposition of any of the Property.

       

      (e) Leasing
        Arrangements.
        Contributor will not amend, terminate, waive any default under, grant
        concessions regarding, incur any obligation for leasing commissions in
        connection with, or enter into, any Major Lease, without Investor’s prior
        written consent in each instance, which will not be unreasonably
        withheld.

       

      (f) Removal
        and Replacement of Personal Property.
        Contributor will not remove any Personal Property unless it is replaced with
        a
        comparable item of equal quality and quantity as existed as of the time of
        such
        removal, or is obsolete and no comparable item is reasonably
        necessary.

       

       


      
        
          
          

        

        
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      (g) Maintenance
        of Permits.
        Contributor shall maintain in existence all licenses, permits and approvals,
        if
        any, in its name necessary or reasonably appropriate to the ownership, operation
        or improvement of the Property.

       

      (h) Permits
        and Encumbrances.
        Contributor shall not: encumber the Property or create or modify any exceptions
        to title to the Property; initiate or consent to any action with respect
        to
        zoning or other Property entitlements or permits; or, except in the ordinary
        course of business, transfer, modify or otherwise dispose of any Intangible
        Property that is to be assigned hereunder.

       

      (i) Actions
        by SPE.
        Without
        limiting the generality of the foregoing, and except as otherwise expressly
        permitted by this Agreement, prior to the Closing, without the prior written
        consent of the Investor (which consent may be withheld in Investor’s sole and
        absolute discretion), the Contributor shall not permit the SPE to:

       

      (i) amend
        or
        modify its limited liability company agreement;

       

      (ii) issue,
        sell, pledge or dispose of, grant or otherwise create, or agree to issue,
        sell,
        pledge or dispose of, grant or otherwise create any membership interests
        or
        partnership interests, or any debt or any securities convertible into or
        exchangeable for membership or partnership interests in such
        entities;

       

      (iii) purchase,
        redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise
        acquire or retire, any membership interests or partnership interests in such
        entities (including any options with respect to their respective membership
        interests and partnership interests and any security convertible or exchangeable
        into their respective membership interests or partnership
        interests);

       

      (iv) incur,
        or
        become contingently liable with respect to, any new or additional indebtedness
        or guarantee any indebtedness or issue any debt securities, other than in
        the
        ordinary course of business and which does not materially impact or adversely
        affect the SPE or its ability to consummate the transaction described
        herein;

       

      (v) acquire
        or agree to acquire by merging or consolidating with, or by purchasing a
        substantial equity interest in or a substantial portion of the assets of,
        or by
        any other manner, any business or any corporation, partnership, limited
        liability company, association or other business entity;

       

      (vi) mortgage
        or otherwise encumber or subject to any new or additional lien (other than
        annual tax liens) any of its properties or assets;

       

      (vii) acquiesce
        in or admit liability with respect to any claim against it, or, except in
        the
        ordinary course of business, waive, surrender or compromise any claim it
        possesses;

       

      (viii) commence
        or allow to be commenced on their behalf any action, suit or proceeding
        affecting them or with respect to all or any portion of any Property or Real
        Property, except in the ordinary course of business; or

       

      (ix) authorize
        any of, or commit or agree to take any of, the foregoing actions.

       

      With
        respect to the matters described in Sections 4.1(b), 4.1(d) and 4.1(i) only,
        the
        foregoing covenant shall survive the Closing.

       

       


      
        
          
          

        

        
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      4.2Operating
        Expenses .
        Excluding operating expenses that tenants are obligated to pay directly and
        any
        work not contracted for by Contributor, Contributor shall cause the SPE to
        pay
        all accrued operating expenses of the Real Property for the period prior
        to the
        Closing as the same become due whether or not payable prior to the Closing,
        and
        all valid bills rendered by contractors, laborers and materialmen performing
        work upon or furnishing materials to the Property for the period prior to
        the
        Closing as the same become due, whether or not payable prior to the Closing.
        Without duplicating Article 6,
        Contributor shall be entitled to a credit pursuant to Article
        6
        on
        account of any expenses that it has paid prior to the Closing that relate
        to the
        period of time after the Closing and Venture shall be entitled to a credit
        pursuant to Article
        6
        on
        account of any expenses that it is obligated to pay after the Closing that
        relate to the period of time prior to the Closing.

       

      4.3Damage .
        All
        risk of loss with respect to the Property shall remain with Contributor until
        the Closing, when full risk of loss with respect to the Property shall pass
        to
        Venture. Contributor shall promptly give Investor written notice of any damage
        to the Property in excess of $50,000, describing such damage, whether such
        damage is covered by insurance and the estimated cost of repairing such damage.
        If such damage is not material, then (1) Contributor shall, to the extent
        possible, begin repairs prior to the Closing out of any insurance proceeds
        received by Contributor for the damage, (2) at Closing Venture shall receive
        all
        insurance proceeds not applied to the repair of any such Property prior to
        the
        Closing (including rent loss insurance applicable to any period from and
        after
        the Closing) due to Contributor for the damage, (3) any uninsured damage
        or
        deductible (including rent abatement not covered by rent loss insurance),
        as
        reasonably agreed upon by Investor and Contributor, shall be credited to
        Venture
        at Closing, and (4) Venture shall assume the responsibility for the repair
        after
        the Closing. If such damage is material, Investor may elect by notice to
        Contributor given within fourteen (14) days after Investor is notified of
        such
        damage (and the Closing shall be extended, if necessary, to give Investor
        such
        fourteen (14) day period to respond to such notice) to (i) proceed in the
        same
        manner as in the case of damage that is not material or (ii) terminate this
        Agreement in its entirety subject to any provisions which by their terms
        expressly survive such termination. Damage shall be deemed material if the
        cost
        to repair the damage to the Stadium Gateway Improvements exceeds Five Percent
        (5%) of the Agreed Value for such Stadium Gateway Improvement.

       

      4.4Condemnation .
        Contributor shall promptly give Investor notice of any eminent domain
        proceedings that it learns are contemplated, threatened or instituted with
        respect to the Real Property. By notice to Contributor given within fourteen
        (14) days after Investor receives notice of proceedings in eminent domain
        that
        are contemplated, threatened or instituted by any body having the power of
        eminent domain with respect to the Property, and if necessary the Closing
        Date
        shall be extended to give Investor the full 14 day period to make such election,
        Investor may terminate this Agreement if it reasonably concludes that such
        matter is likely to substantially and adversely affect the economic value,
        use
        or operation of any of the Stadium Gateway Improvements, or proceed under
        this
        Agreement, in which latter event Contributor shall, at the Closing, assign
        to
        Venture its entire right, title and interest in and to any condemnation award,
        and Investor shall have the sole right during the pendency of this Agreement
        to
        negotiate and otherwise deal with the condemning authority in respect of
        such
        matter.

       

      ARTICLE
        5: CLOSING

       

      5.1Closing
        and Escrow .
        The
        consummation of the transaction contemplated herein (“Closing”)
        shall
        occur not later then ten (10) Business Days after the satisfaction of all
        conditions precedent to Closing (“Closing
        Date”)
        at the
        Los Angeles offices of Skadden, Arps, Slate, Meagher & Flom, LLP with the
        assistance of First American Title Insurance Company, 30 North LaSalle Street,
        Chicago, Illinois 60602, Attention: Mary Lou Kennedy, Senior National Counsel,
        312-917-7202; Email: mkennedy@firstam.com (the “Title
        Company”).
        Funds
        shall be deposited into and held by Title Company in a closing escrow account
        with a bank satisfactory to Investor and Contributor. Upon 

       


      
        
          
          

        

        
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      satisfaction
        or completion of all closing conditions and deliveries, the parties shall
        direct
        the Title Company to immediately record and assist with delivering the closing
        documents to the appropriate parties and making disbursements according to
        the
        closing statements executed by Contributor, Venture and Investor. The Title
        Company shall agree in writing with Contributor, Venture and Investor that
        release of funds to the Contributor shall irrevocably commit it to issue
        the
        Title Policies in accordance with this Agreement. Provided such supplemental
        escrow instructions are not in conflict with this Agreement as it may be
        amended
        in writing from time to time, Contributor, Venture and Investor agree to
        execute
        such supplemental escrow instructions as may be appropriate to enable Title
        Company to comply with the terms of this Agreement.

       

      5.2Conditions
        to the Parties’ Obligations to Close .
        In
        addition to all other conditions set forth herein, the obligation of
        Contributor, on the one hand, and Investor, on the other hand, to consummate,
        and the obligation of the Venture to consummate, the transactions contemplated
        hereunder shall be contingent upon the following:

       

      (a) Completion
        by Macquarie Office Trust, an Australian listed property trust, of a
        underwritten equity offering in Australia in an amount not less than A.U.
        $250,000,000 for the purpose of raising funds to consummate the transactions
        contemplated by this Agreement and the Master Contribution Agreement;


       

      (b) The
        other
        party’s representations and warranties contained herein shall be true and
        correct in as of the date of this Agreement and the Closing, subject to any
        update to any party's representations and warranties pursuant to this Agreement,
        provided such update shall not disclose any new facts that are material and
        adverse in relation to the applicable original representation and
        warranty;

       

      (c) As
        of the
        Closing, the other party shall have performed its obligations hereunder and
        all
        deliveries to be made by the other party at Closing have been
        tendered;

       

      (d) [Intentionally
        Omitted]

       

      (e) As
        a
        condition to each of Venture’s and Investor's obligation to close, Sections
        2.4, 2.5, and 3.3
        shall
        have been fully complied with;

       

      (f) [Intentionally
        Omitted]

       

      (g) There
        shall exist no pending or threatened actions, suits, arbitrations, claims,
        attachments, proceedings, assignments for the benefit of creditors, insolvency,
        bankruptcy, reorganization or other proceedings, pending or threatened against
        the other party that would materially and adversely affect the operation
        or
        value of the SPE, the Property or the other party’s ability to perform its
        obligations under this Agreement;

       

      (h) As
        a
        condition to each of Venture’s and Investor's obligation to close, the physical
        condition of the Property shall be substantially the same on the Closing
        Date as
        on the date of this Agreement, reasonable wear and tear excepted, unless
        the
        alteration of said physical condition is the result of a casualty loss or
        proceeding in eminent domain, in which case the provisions of Sections
        4.3
        and
4.4
        shall
        govern;

       

      (i) There
        shall exist no pending or threatened action, suit or proceeding with respect
        to
        the other party or SPE before or by any court or administrative agency which
        seeks to restrain or prohibit, or to obtain damages or a discovery order
        with
        respect to, this Agreement or the consummation of the transactions contemplated
        hereby;

       

       


      
        
          
          

        

        
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      (j) [Intentionally
        Omitted] 

       

      (k) As
        of
        Closing, Contributor, on behalf of Venture, shall have obtained new non-recourse
        (except for customary non-recourse carveouts which, if required, shall be
        guaranteed by Venture) debt financing for Stadium Gateway in an amount that
        will
        yield net proceeds to the Venture of at least $52,000,000 (or such lesser
        amount
        as Investor may accept) on terms reasonably satisfactory to Investor. Said
        loan
        shall be secured by a new first mortgage or trust deed on Stadium Gateway.
        As of
        the Closing, all conditions precedent to the closing of such loan shall have
        been satisfied such that said loan may be closed and funded immediately
        following the Closing hereunder. All debt arrangement fees payable to third
        parties, all points or other fees charged by any lender, and all costs and
        expenses incurred in connection with said loan (including, without limitation,
        recording costs and expenses relating to the recordation of any mortgage,
        attorneys’ fees incurred by any lender, any title insurance premiums or costs
        for endorsements required by any lender, and any other costs and expenses
        relating to said loan) shall be paid by Contributor.

       

      (l) Each
        other condition set forth in this Agreement to such party’s obligation to close
        is satisfied by the applicable date;

       

      (m) As
        a
        condition to Investor’s obligation to close, there shall be no written notice
        issued after the date hereof of any material violation or alleged material
        violation of any law, rule, regulation or Code, including building code,
        with
        respect to the Property or the SPE, which has not been corrected to the
        satisfaction of the issuer of the notice;

       

      (n) As
        a
        condition to each of Venture’s and Investor’s obligation to close, at Closing
        the SPE shall not be in default under any material agreement, and Contributor
        shall not be in default under any material agreement to be assigned to, or
        obligation to be assumed by, Venture under this Agreement.

       

      (o) [Intentionally
        Omitted.] 

       

      (p) [Intentionally
        Omitted.]

       

      (q) [Intentionally
        Omitted.] 

       

      (r) [Intentionally
        Omitted]

       

      (s) [Intentionally
        Omitted] 

       

      (t) [Intentionally
        Omitted]

       

      So
        long
        as a party is not in default hereunder, if any condition to such party's
        obligation to proceed with the Closing hereunder has not been satisfied as
        of
        the date that is six (6) months after the date of this Agreement, such party
        may, in its sole discretion, (i) terminate this Agreement by delivering written
        notice to the other parties (provided, however, that any such termination
        notice
        shall not become effective unless the Closing shall not have occurred prior
        to
        the end of the extension period described in clause (ii) immediately following,
        but only if any other party entitled to do so has delivered a notice of
        extension as described in such clause (ii) within five (5) business days
        of
        receiving a termination notice as provided in this clause (i)), (ii) extend
        the
        time available for the satisfaction of such condition by up to a total of
        thirty
        (30) days provided such party in good faith believes that such condition
        will be
        satisfied during the time of such extension; or (iii) elect to close,
        notwithstanding the non-satisfaction of such condition, in which event such
        party shall be deemed to have waived any such condition (except for a breach
        by
        Contributor of its covenants in Section 4.1(b), 4.1(d) and 4.1(i), in which
        case
        the Closing shall 

       


      
        
          
          

        

        
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      not
        relieve Contributor from any liability it would otherwise have hereunder).
        If
        such party elects to proceed pursuant to clause (ii) above, and such condition
        remains unsatisfied after the end of such extension period, then, (x) such
        party
        may elect to proceed pursuant to either clause (i) or (iii) above, or (y)
        if any
        other party had previously given a termination notice pursuant to clause
        (i)
        above, this Agreement shall thereupon terminate.

       

      Contributor,
        Venture and Investor acknowledge and agree that: (i) the Closing under this
        Agreement is subject to, conditioned upon, and shall take place substantially
        concurrently with, the closing contemplated by: (A) that certain purchase
        and
        sale agreement dated of even date herewith between Investor and Contributor,
        relating to the sale of the ownership interests in Maguire/Cerritos I, LLC
        (the
“Cerritos
        P&S”);
        (B)
        that certain contribution agreement between Contributor and Venture dated
        of
        even date herewith relating to the ownership interests in Maguire/Cerritos
        I,
        LLC (the “Cerritos
        Contribution Agreement);
        and (C)
        that certain Contribution and Investment Agreement dated of even date herewith
        among Investor, Venture and Contributor and relating to ownership interests
        in
        four (4) different limited liability companies (the “Master Contribution
        Agreement” and, collectively with the Cerritos P&S and the Cerritos
        Contribution Agreement, the “Additional
        Agreements”);
        and
        (ii) any default by (u) Macquarie Office II LLC under the Cerritos P&S shall
        be a default by Contributor under this Agreement; (v) Maguire Properties,
        L.P.
        under the Cerritos P&S shall be a default by Investor under this Agreement;
        (w) Maguire Macquarie Office LLC under the Cerritos Contribution Agreement
        shall
        be a default by Investor under this Agreement; (x) Maguire Macquarie Office,
        LLC
        under the Cerritos Contribution Agreement shall be a default by Venture under
        this Agreement; (y) Macquarie Office II LLC under the Master Contribution
        Agreement shall be a default by Contributor under this Agreement; and (z)
        Maguire Properties, L.P. under the Master Contribution Agreement shall be
        a
        default by Investor under this Agreement.

       

      5.3Contributor’s
        Deliveries .
        Prior
        to the Closing, and as additional conditions to the obligations of Venture
        and
        Investor hereunder, Contributor shall deliver the following:

       

      (a) Assignment
        of Ownership Interests.
        An
        Assignment of Ownership Interests in the form attached hereto as Exhibit
        X
        (an
“Assignment”)
        executed by Contributor with respect to the SPE, absolutely and unconditionally
        assigning, contributing, transferring, conveying and delivering to Venture
        good,
        indefeasible title to and ownership of one hundred percent (100%) of the
        Ownership Interests in the SPE free and clear of all security interests,
        liens,
        charges and encumbrances.

       

      (b) Intentionally
        Omitted.

       

      (c) Intentionally
        Omitted.
        

       

      (d) Certificate.
        A
        certificate from Contributor that each of the representations and warranties
        contained in Section
        7.1
        hereof
        are true and correct as of the Closing. Notwithstanding the foregoing, such
        certificate shall (i) contain (x) an updated Rent Roll and (y) an updated
        list
        of the Leases and Service Contracts, each of which Contributor shall certify
        to
        be materially true and correct as of Closing, and (ii) be updated as necessary
        to reflect facts which have changed since the date of this Agreement; however,
        no such update shall relieve Contributor from any liability (which shall
        survive
        the Closing) with respect to any breach of the covenants in Sections 4.1(b),
        4.1(d) and 4.1(i).

       

      (e) Intentionally
        Omitted.
        

       

      (f) State
        Law Disclosures.
        Such
        disclosures, tax declarations and reports as are required by applicable state
        and local law in connection with the transactions contemplated
        hereby;

       

       


      
        
          
          

        

        
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      (g) FIRPTA.
        A
        Foreign Investment in Real Property Tax Act affidavit providing that Contributor
        is not a "foreign person" within the meaning of Section 1445 of the Internal
        Revenue Code of 1986, as amended (the “Code”),
        executed by Contributor. If Contributor fails to provide the necessary affidavit
        and/or documentation of exemption on the Closing, Venture may proceed in
        accordance with the withholding provisions in such Act;

       

      (h) Tenant
        Estoppels.
        Estoppel certificates satisfying the conditions in Section
        2.4
        ;

       

      (i) Intentionally
        Omitted.

       

      (j) Termination
        of Property Management and Leasing Agreements.
        Terminations of any existing property management and leasing
        agreements;

       

      (k) Lien
        Waiver.
        If
        applicable under local law, a waiver of any lien rights by the company managing
        the Property for Contributor immediately prior to the time of
        Closing;

       

      (l) CCRs.
        Any CCR
        Estoppels obtained by Contributor;

       

      (m) Authority.
        Evidence of the existence, formation and authority of Contributor and SPE
        and of
        the authority of the persons executing documents on behalf of Contributor
        and
        the SPE, an ALTA statement, and any other customary documents, undertakings,
        affidavits or agreements required by the Title Company, all in form reasonably
        satisfactory to the Title Company;

       

      (n) Intentionally
        Omitted.

       

      (o) Intentionally
        Omitted.

       

      (p) Reliance
        Letters.
        Reliance letters addressed to and for the benefit of the SPE and Venture
        from
        the issuers and preparers of all Reports (as defined in Exhibit
        H)
        which
        are not by their terms already addressed to and allowed to be relied upon
        by the
        SPE;

       

      (q) Intentionally
        Omitted.

       

      (r) Intentionally
        Omitted.

       

      (s) Intentionally
        Omitted.

       

      (t) Property
        Management and Leasing Agreement.
        A
        counterpart signature page to the Property Management and Leasing Agreement
        executed by Contributor and in the form attached hereto as Exhibit
        L;

       

      (u) Other
        Deliveries.
        Any
        other Closing deliveries required to be made by or on behalf of Contributor
        hereunder.

       

      5.4Investor’s
        Deliveries .
        Prior
        to the Closing, and as additional conditions to the obligations of Venture
        and
        Contributor hereunder, Investor shall deliver the following:

       

      (a) Intentionally
        Omitted.
        

       

      (b) Intentionally
        Omitted.

       

       


      
        
          
          

        

        
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      (c) State
        Law Disclosures.
        Such
        disclosures, tax declarations and reports as are required by applicable state
        and local law in connection with the transactions contemplated hereby;


       

      (d) Certificate.
        A
        certificate from Investor that each of the representations and warranties
        contained in Section
        7.2
        hereof
        is true and correct as of the Closing; 

       

      (e) Authority.
        Evidence of the existence, formation and authority of Investor and of the
        authority of the persons executing documents on behalf of Investor, and any
        other customary documents, undertakings, affidavits or agreements required
        by
        the Title Company, all in form reasonably satisfactory to the Title Company;
        

       

      (f) Intentionally
        Omitted.

       

      (g) Intentionally
        Omitted.

       

      (h) Intentionally
        Omitted.

       

      (i) Other
        Deliveries.
        Any
        other Closing deliveries required to be made by or on behalf of Investor
        hereunder.

       

      5.5Venture’s
        Deliveries .
        Prior
        to the Closing, and as additional conditions to the obligations of Contributor
        and Investor hereunder, Venture shall deliver the following:

       

      (a) Assignment
        of Ownership Interests.
        A
        counterpart signature page to each of the Assignments executed by
        Venture.

       

      (b) Amended
        Operating Agreements.
        With
        respect to the SPE, an amendment to the limited liability company agreement
        of
        the SPE providing for a change in the sole member thereof from Contributor
        to
        Venture.

       

      (c) State
        Law Disclosures.
        Such
        disclosures, tax declarations and reports as are required by applicable state
        and local law in connection with the transactions contemplated hereby;


       

      (d) Intentionally
        Omitted.
        

       

      (e) Property
        Management and Leasing Agreement.
        A
        counterpart signature page to the Property Management and Leasing Agreement
        executed by Venture and in the form attached hereto as Exhibit
        L;
        and

       

      (f) Other
        Deliveries.
        Any
        other Closing deliveries required to be made by or on behalf of Venture
        hereunder.

       

      5.6Closing
        Statements/Escrow Fees; Contributions to Venture .
        Contributor, Venture and Investor shall deposit with the Title Company executed
        closing statements consistent with this Agreement in the form required by
        the
        Title Company. The Title Company’s escrow fee, closing charges, and any
        cancellation fee shall be paid by Venture, and Venture shall pay the cost
        of all
        due diligence expenses of Venture and Investor as well as real estate closing
        costs customarily borne by a purchaser of real estate. If Contributor, Venture
        and Investor cannot agree on the closing statement to be deposited as aforesaid
        because of a dispute over the prorations and adjustments set forth therein,
        the
        Closing nevertheless shall occur, and the amount in dispute shall be paid
        out
        upon the agreement of the parties or pursuant to court order upon resolution
        or
        other final determination of the dispute. In the event that the closing
        statements 

       


      
        
          
          

        

        
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      indicate
        that there is a net amount due from Venture (whether as a result of Prorations
        or adjustments, or as a result of fees or expenses payable to third parties
        by
        Venture pursuant to the terms hereof), at Closing Investor shall contribute
        to
        Venture 20% and Contributor shall contribute to Venture 80% of such net amount
        due.

       

      5.7Sales,
        Transfer, and Documentary Taxes .
        If and
        to the extent required by the applicable law or governmental agency, Contributor
        shall pay all state or local transfer, deed, sales or similar taxes and fees
        customarily paid by a seller in connection with this transaction under
        applicable state or local law and Venture shall pay all state or local transfer,
        deed, sales or similar taxes and fees customarily paid by a buyer in connection
        with this transaction under applicable state or local law.

       

      5.8Possession .
        At the
        time of Closing, Contributor shall convey and assign to Venture the Ownership
        Interests in the SPE, subject only to the Permitted Exceptions.

       

      5.9Delivery
        of Books and Records .
        At the
        Closing, except to the extent maintained by the SPE, Contributor shall deliver
        to the offices of Venture’s property manager: the original Leases and Service
        Contracts; copies or originals of all books and records of account, contracts,
        copies of correspondence with tenants and suppliers, receipts for deposits,
        unpaid bills and other papers or documents which pertain to the Property;
        all
        permits and warranties; all advertising materials, booklets, keys and other
        items, if any, used in the operation of the Property; and, if in Contributor’s
        or its property manager’s possession or control, the original “as-built” plans
        and specification; all other available plans and specifications and all
        operation manuals. Contributor shall cooperate with Venture after Closing
        to
        transfer to Venture any such information stored electronically.

       

      5.10Management
        and Leasing Agreement .
        At the
        Closing, existing property management and leasing agreements shall have been
        terminated and the Property Management and Leasing Agreement executed and
        delivered.

       

      5.11Intentionally
        Omitted . 

       

      5.12Intentionally
        Omitted .

       

      5.13Parking
        Agreements .
        At
        Closing, Contributor shall assign to the Venture all its agreements relating
        to
        parking that do not otherwise run to and for the benefit of and are enforceable
        directly by the SPE.

       

      5.14Intentionally
        Omitted. 

       

      5.15Intentionally
        Omitted.  

       

      5.16Intentionally
        Omitted.  

       

      ARTICLE
        6: PRORATIONS
        AND ADJUSTMENTS

       

      6.1Prorations .
        Not
        less than ten (10) Business Days prior to Closing, Contributor shall provide
        to
        Investor such information and verification reasonably necessary to support
        the
        prorations and adjustments under this Article
        6.
        The
        items in subparagraphs (a) through (e) of this Section
        6.1
        shall be
        prorated between Contributor and Venture, based on the actual number of days
        in
        the applicable period, as of the close of the day immediately preceding the
        Closing, the Closing being a day of income and expense to Venture: 

       

       


      
        
          
          

        

        
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      (a) Intentionally
        Omitted.
        

       

      (b) Taxes
        and Assessments.
        Contributor shall receive a credit for any real estate taxes and assessments
        (including, without limitation, any assessments imposed by private covenant)
        paid by it to the extent such payment is applicable to any period after the
        Closing, even if such taxes and assessments were not yet due and payable.
        Venture shall receive a credit for any accrued but unpaid real estate taxes
        and
        assessments (including, without limitation, any assessments imposed by private
        covenant) applicable to any period before the Closing, even if such taxes
        and
        assessments are not yet due and payable, and Venture shall thereupon become
        responsible to pay such unpaid real estate taxes and assessments. If the
        amount
        of any such taxes have not been determined as of Closing, such credit shall
        be
        based on 102% of the most recent ascertainable taxes (with an adjustment
        to be
        effected by payment from Contributor to Venture or by Venture to Contributor
        upon the final determination of such amount); provided, however, that if
        the
        Real Property has not been assessed on a completed basis but will be for
        the
        current year or other applicable period, the parties shall estimate such
        proration based upon an assessed value equal to the Agreed Value. Such taxes
        shall be reprorated upon issuance of the final tax bill. Venture shall receive
        a
        credit for any unpaid special assessments which have been levied or charged
        against the Real Property prior to the Closing, whether or not then due and
        payable. Any attorneys' fees incurred by either Contributor or Venture in
        connection with the reduction of real estate taxes benefiting each of
        Contributor’s and Venture’s period of ownership, respectively, also shall be
        prorated.

       

      (c) Collected
        Rent.
        Venture
        shall receive a credit for any rent and other income (and any applicable
        state
        or local tax on rent) under Leases collected by Contributor before Closing
        that
        applies to any period after Closing. Uncollected rent and other uncollected
        income shall not be prorated at Closing. After Closing, Venture shall apply
        all
        rent and income collected by Venture from a tenant first to such tenant’s
        monthly rental for the current month and then to arrearages in the reverse
        order
        in which they were due, remitting to Contributor, after deducting collection
        costs, any rent properly allocable to Contributor’s period of ownership. Venture
        shall bill and attempt to collect such rent arrearages in the ordinary course
        of
        business, but shall not be obligated to engage a collection agency or take
        legal
        action to collect any rent arrearages. Contributor shall not have the right
        to
        seek collection from any Major Tenants of any rents or other income applicable
        to any period before the Closing. Contributor shall not have the right to
        seek
        collection from any other tenants of any rents or other income applicable
        to any
        period before the Closing unless and until Venture’s aforesaid attempts to
        collect such amounts have been unsuccessful, such amounts have been past
        due for
        more than 180 days, Contributor provides at least ten (10) Business Days
        prior
        written notice to and approval (not to be unreasonably withheld) by Venture
        of
        its intended collection notices and copies of all communications it intends
        to
        send to such tenant, and obtains Venture’s prior written consent (not to be
        unreasonably withheld) to any proposed legal action. In no event shall
        Contributor have any right to commence or take any action which would affect
        in
        any manner the Lease or any tenant’s right to possession of any portion of the
        Property or be in the form of any eviction, forcible entry and detainer or
        other
        similar action. Any rent or other income received by Contributor or Venture
        after Closing which are owed to the other shall be held in trust and remitted
        to
        the other promptly after receipt.

       

      (d) Operating
        Expense Pass-throughs.
        Taxes,
        insurance, utilities, maintenance and other operating costs and expenses
        incurred by Contributor or SPE in connection with the ownership, operation,
        maintenance and management of the Property (collectively, Operating
        Expenses")
        shall
        be prorated as of the Closing. Contributor or the SPE, as landlord under
        the
        Leases, are currently collecting from tenants under the Leases additional
        rent
        to cover certain Operating Expenses (collectively, "Operating
        Expense Pass-throughs").
        If
        Contributor or the SPE collected estimated prepayments of Operating Expense
        Pass-throughs in excess of any tenant’s actual share of such expenses, then if
        the excess can be determined by the Closing, Venture shall receive a credit
        for
        the excess or, if the excess cannot be determined at Closing, Venture shall
        receive a credit based upon an estimate, and the parties shall make an adjusting
        payment 

       


      
        
          
          

        

        
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      between
        them when the correct amount can be determined. In either event, Venture
        shall
        be responsible for crediting or repaying those amounts to the appropriate
        tenants. If Contributor or the SPE collected estimated prepayments of Operating
        Expense Pass-throughs attributable to any period after Closing, Contributor
        shall pay or credit any such amounts to Venture at Closing.

       

      (e) Service
        Contracts.
        Contributor or Venture, as the case may be, shall receive a credit for regular
        charges under Service Contracts pursuant to this Agreement paid and applicable
        to Venture’s period of ownership of the Ownership Interests or payable and
        applicable to Contributor’s period of ownership of the Ownership Interests,
        respectively.

       

      (f) Utilities.
        Contributor shall attempt to cause the meters, if any, for utilities to be
        read
        the day on which the Closing occurs and to pay the bills rendered on the
        basis
        of such readings. If any such meter reading for any utility is not available,
        then adjustment therefor shall be made on the basis of the most recently
        issued
        bills therefor which are based on meter readings no earlier than 30 days
        before
        the Closing; and such adjustment shall be reprorated when the next utility
        bills
        are received.

       

      (g) Proration
        of other Items.
        Any
        other items of income and expense pertaining to the Property and which are
        customarily prorated between buyers and sellers of real property shall be
        prorated between the parties.

       

      (h) Payments
        between Parties.
        Except
        as otherwise set forth in Section
        6.2,
        to the
        extent prorations cannot reasonably be determined as of the Closing, such
        prorations shall be determined as promptly thereafter as reasonably possible,
        and prompt payments shall thereupon be made between the parties as
        appropriate.

       

      6.2Tenant
        Reconciliation and Post-Closing Adjustments .
        On or
        before May 1 of the year following the year in which the Closing occurs,
        Contributor shall prepare and present to Venture a final calculation of:
        (i)
        Operating Expense Pass-throughs; and (ii) the revenues and expenses described
        in
        Section 6.1, each for Contributor’s period of ownership of the Ownership
        Interests. Such final calculation shall include a general ledger pertaining
        to
        the portion of the year under Contributor’s ownership along with supporting
        documentation of tenant’s calculations and base year determinations (if
        applicable). Venture shall have thirty (30) days from receipt, to review
        said
        calculations of Operating Expense Pass-throughs and revenues and expenses
        described in Section 6.1. If Contributor or the SPE collected payments of
        Operating Expense Pass-throughs in excess of any tenant’s share of such
        expenses, Venture shall receive a credit for the excess and shall be responsible
        for crediting or repaying those amounts to the appropriate tenants. If
        Contributor or the SPE under-collected payments of Operating Expense
        Pass-throughs for any tenant’s share of such expenses, an adjustment will be
        made between the parties after year-end billing, but subject to receipt of
        said
        sums from said tenants. Venture shall attempt to collect such sums in accordance
        with Section
        6.1(c),
        but
        Contributor shall have no right to collect such amounts from any current
        tenant.
        And if the final calculation of the revenues and expenses described in Section
        6.1 is determined to have been inaccurate, either Contributor or Venture,
        as the
        case may be, shall make an appropriate payment to the other to remedy such
        inaccuracy.

       

      6.3Leasing
        Commissions .
        Contributor represents and warrants to each of Venture and Investor that
        all
        leasing commissions due to leasing or other agents for the current remaining
        term of each Lease (determined without regard to any unexercised termination
        or
        cancellation right and not taking into account any unexercised extension
        options) have been paid in full. At Closing, Venture shall assume leasing
        commissions which may become due to cooperating brokers as a result of the
        renewal or expansion of any Lease as a result of the exercise of such right
        after the Date of this Agreement or any new Leases approved by Investor after
        the date hereof. Contributor represents and warrants to Investor that to
        Contributor’s knowledge, none of the leasing commissions due or to become due on
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      expansion
        of any lease under commission agreements existing as of the date hereof contain
        above-market leasing commissions.

       

      6.4Tenant
        Improvements and Allowances .
        Tenant
        improvement expenses (including all hard and soft construction costs, whether
        payable to the contractor or the tenant), tenant allowances, rent abatement,
        moving expenses and other out-of-pocket costs directly related to the foregoing
        which are the obligation of the landlord under Leases shall be allocated
        between
        the parties according to whether such obligations arise in connection with
        (1)
        Leases executed as of the date of this Agreement other than with respect
        to
        renewal or expansion rights under such Leases properly exercised after the
        date
        of this Agreement (collectively, “Existing
        TI Obligations”),
        or
        (2) Leases or amendments entered into during the pendency of this Agreement
        and
        approved by Investor pursuant to Section 4.1(e) and renewals or expansion
        rights
        properly exercised after the date of this Agreement (“New
        TI
        Obligations”):

       

      (a) Existing
        TI Obligations.
        If, by
        Closing, Contributor has not completed and paid in full Existing TI Obligations,
        then Contributor shall retain the obligation to complete and pay for (and
        all
        liability with respect to) such Existing TI Obligations to the extent the
        SPE
        does not have sufficient designated reserves or escrowed funds to pay the
        same.
        The obligations in this Section
        6.1(a) shall
        survive the Closing.

       

      (b) New
        TI
        Obligations.
        At
        Closing, Venture shall reimburse Contributor for the cost for New TI Obligations
        properly performed and paid for by Contributor if the related Lease or Lease
        amendment or such obligations were expressly approved in writing by Investor,
        and Venture shall assume the obligation to perform and pay for such New TI
        Obligations.

       

      (c) Change
        Orders.
        Contributor shall not agree to any material change orders or additions to
        tenant
        improvements or changes in the scope of work or specifications with respect
        to
        New TI Obligations without Investor’s prior written approval.

       

      (d) Evidence
        of Payment.
        At
        Closing, Contributor shall provide any reasonable indemnity or other assurance
        to enable the Title Company to insure against any claims against the Property
        arising from work performed before the Closing. If such coverage is not
        available, Contributor shall indemnify, defend and hold Venture harmless
        with
        respect to any and all such claims.

       

      (e) Assignment
        of Construction-Related Contracts.
        If
        Venture is responsible for completing tenant improvements pursuant to the
        foregoing provisions, at Closing Contributor shall assign to the SPE all
        its
        contracts (including, without limitation, contracts with contractors, architects
        and/or consultants) related to such construction of tenant improvements,
        pursuant to an assignment instrument in form and substance acceptable to
        Investor, and Contributor further shall cause to be delivered to Venture
        at
        Closing written consents and acknowledgments of such other parties to such
        contracts consenting to such assignment and otherwise in form and substance
        acceptable to Investor.

       

      6.5Tenant
        Deposits .
        All
        tenant security deposits (and interest thereon if required by law or contract
        to
        be earned thereon), a complete list of which Contributor hereby represents
        and
        warrants is attached as Exhibit
        O
        hereto,
        shall be transferred or credited to Venture at Closing. As of the Closing,
        Venture shall assume Contributor’s obligations related to tenant security
        deposits, but only to the extent they are properly credited or transferred
        to
        Venture.

       

      6.6Wages .
        Venture
        does not, and at the Closing the SPE will not, employ any employees. Venture
        is
        not hiring any employees currently employed by Contributor, and shall not
        be
        liable for any wages, fringe benefits, payroll taxes, unemployment insurance
        contributions, accrued vacation pay, accrued pay for unused sick leave, accrued
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      Closing
        for employees at the Real Property or arising from any termination or transfer
        of such employees by Contributor or from the transactions contemplated by
        this
        Agreement. Venture shall not be liable for any obligations accruing under
        any
        union contract or multi-employer pension plan applicable to any such employees
        or arising from the termination of any such employees at or prior to
        Closing.

       

      6.7Utility
        Deposits .
        Contributor shall receive a credit for the amount of deposits, if any, with
        utility companies that are transferable and that are assigned to Venture
        at the
        Closing.

       

      6.8Sales
        Commissions .
        Each of
        Contributor and Investor represent and warrant each to the other that they
        have
        not dealt with any real estate broker, sales person or finder in connection
        with
        this transaction on its behalf, or on behalf of the Venture, other than Deutsche
        Bank, which shall be paid solely by Investor, and Macquarie Capital Partners,
        which shall be paid solely by Contributor. In the event of any claim for
        broker’s or finder’s fees or commissions in connection with the negotiation,
        execution or consummation of this Agreement or the transactions contemplated
        hereby, each party shall indemnify and hold harmless the other party from
        and
        against any such claim based upon any statement, representation or agreement
        of
        such party. This provision shall survive the Closing or any termination of
        this
        Agreement.

       

      6.9Post-Closing
        Obligations .
        Contributor hereby agrees that it shall retain the obligation to complete
        and
        pay for (and all liability with respect to) all tenant improvements and capital
        expenditures described on Exhibit
        M to the extent the SPE does not have sufficient designated reserves or escrowed
        funds (which shall remain with the SPE) to pay the same.
        This
        provision shall survive the Closing or any termination of this
        Agreement.

       

      ARTICLE
        7: REPRESENTATIONS
        AND WARRANTIES

       

      7.1Contributor’s
        Representations and Warranties .
        For
        purposes of this Agreement, "Contributor's
        Knowledge"
        shall
        mean the actual knowledge of Chris Vallace, Erika Leskovsky and Matthew Nolan,
        without any duty of inquiry on the part of any of them. As a material inducement
        to Investor to execute this Agreement and consummate this transaction,
        Contributor represents and warrants to Venture and Investor, as of the date
        of
        this Agreement with respect to itself and the Property as follows:

       

      (a) Formation
        and Authority.
        

       

      (i) Contributor
        has been duly formed, is validly existing, and is in good standing as a Delaware
        limited liability company. Contributor is in good standing and is qualified
        to
        do business in each jurisdiction in which it is required to be so qualified.
        Contributor has the full right and authority, and has obtained any and all
        authorizations and consents required to enter into this Agreement and to
        consummate or cause to be consummated the transactions contemplated hereby.
        This
        Agreement has been, and all of the documents to be delivered by Contributor
        at
        the Closing will be, authorized and properly executed and constitute, or
        will
        constitute, as appropriate, the valid and binding obligations of Contributor,
        enforceable in accordance with their terms.

       

      (ii) The
        SPE
        has been duly formed, is validly existing, and is in good standing as a Delaware
        limited liability company. The SPE is in good standing and is qualified to
        do
        business in the state of California. The SPE has the full right and authority
        and has obtained any and all authorizations and consents required to consummate
        or cause to be consummated the transactions contemplated hereby.

       

       


      
        
          
          

        

        
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      (b) Consents
        and Approvals; No Violation.
        Neither
        the execution and delivery of this Agreement by Contributor nor the consummation
        by Contributor of the transactions contemplated hereby will (a) require
        Contributor or SPE to file or register with, notify, or obtain any permit,
        authorization, consent, or approval of, any governmental or regulatory
        authority; (b) conflict with or breach any provision of the organizational
        documents of Contributor or SPE; (c) violate or breach any provision of,
        or
        constitute a default (or an event which, with notice or lapse of time or
        both,
        would constitute a default) under, any note, bond, mortgage, indenture or
        deed
        of trust to which Contributor or SPE is a party; or (d) violate any order,
        writ,
        injunction, decree, judgment, statute, law or ruling of any court or
        governmental authority applicable to Contributor or SPE. No consents to the
        transactions contemplated by this Agreement are required to be obtained under
        any Leases or other Property Information except as set forth in Section
        5.2
        hereof
        or elsewhere herein.

       

      (c) Foreign
        Investment and Real Property Tax Act.
        Contributor is not a “foreign person” within the meaning of Section 1445 of
        the Internal Revenue Code, or under any comparable state statutes which are
        applicable to this transaction. 

       

      (d) Conflicts
        and Pending Actions or Proceedings.
        There
        is no agreement to which Contributor or SPE is a party or binding on Contributor
        or SPE which is in conflict with this Agreement, or which challenges or impairs
        Contributor’s ability to execute or perform its obligations under this
        Agreement. Neither Contributor nor SPE has received written notice of any
        action, suit or proceeding before any court or governmental agency or body
        against or affecting Contributor or SPE or the Property that would prevent
        Contributor from performing its obligations hereunder, and to Contributor's
        Knowledge, none is threatened. Neither Contributor nor SPE has received any
        written notice of any condemnation, eminent domain or similar proceedings
        with
        regard to the Real Property, and to Contributor's Knowledge, none is threatened.
        Neither Contributor nor SPE has received any written notice of any pending
        or
        threatened liens, special assessments, impositions or increases in assessed
        valuations to be made against the Real Property, and to Contributor's Knowledge,
        none is threatened.

       

      (e) Leases
        and Rent Roll.
        The
        documents constituting the Leases that are delivered to Investor pursuant
        to
Section
        2.1
        are
        true, correct and complete copies of all of the Leases affecting the Real
        Property, including any and all amendments or supplements thereto, and
        guaranties or other security in connection therewith. The SPE is the lessor
        under and the owners and holders of the lessor’s leasehold estate under each of
        the respective Leases free and clear of all security interests, liens, charges
        and encumbrances created by SPE other than the Permitted Exceptions. The
        SPE has
        not entered into any lease or occupancy agreements affecting any portion
        of the
        Real Property or the Stadium Gateway Improvements other than the Leases.
        All
        information set forth in the Rent Roll is or will be true, correct, and complete
        in all material respects as of its date. Except as set forth in the Rent
        Roll,
        there are no leasing or other fees or commissions due, nor will any become
        due,
        in connection with any Lease or any renewal or extension or expansion of
        any
        Lease. Except as disclosed in the Property Information, no tenants have given
        the SPE written notice of any defense or offset to rent accruing after the
        Closing or of material breach or default under their lease, and no default
        or
        breach exists on the part of the SPE.  Except as set forth in the Rent
        Roll, all of the landlord’s obligations to construct tenant improvements or
        reimburse the tenants for tenant improvements under the Leases have been
        paid
        and performed in full and all concessions (other than any unexpired rent
        abatement set forth in the Leases) from the landlord under the Leases have
        been
        paid and performed in full. No tenant having a Lease affecting the Property
        is
        an affiliate of or controlled by or under common control with
        Contributor.

       

      (f) Service
        Contracts; Operating Statements.
        The
        list of Service Contracts to be delivered to Venture pursuant to this Agreement
        is or will be true, correct, and complete as of the date of its delivery.
        The
        documents constituting the Service Contracts made available to Venture are
        true,
        correct and 

       


      
        
          
          

        

        
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      complete
        copies of all of the Service Contracts affecting the Property. The SPE has
        not
        received written notice of any material default under any Service
        Contract.

       

      (g) Permits,
        Legal Compliance, and Notice of Defects.
        Neither
        Contributor nor SPE has received written notice from any governmental authority
        that SPE fails to have any licenses, permits or certificates necessary for
        the
        use and operation of the SPE Property, including, without limitation,
        certificates of occupancy necessary for the occupancy of the Stadium Gateway
        Improvements, and to Contributor's Knowledge the SPE does not fail to have
        any
        such licenses, permits or certificates. Neither Contributor nor SPE has received
        written notice from any governmental authority that the Real Property is
        not
        properly zoned for its present use or that the current use thereof violates
        any
        governmental law or regulation or any covenants or restrictions encumbering
        the
        Real Property, and to Contributor's Knowledge, there is no such violation.
        Neither Contributor nor SPE has received written notice from any insurance
        company or underwriter of any defects in the Real Property that would materially
        adversely affect the insurability of thereof or cause an increase in insurance
        premiums. Neither Contributor nor SPE has received any written notices of
        violations or alleged violations of any laws, rules, regulations or codes,
        including building codes, with respect to the Property from any governmental
        agency which have not been corrected to the satisfaction of the issuer of
        the
        notice.

       

      (h) Environmental.
        Neither
        Contributor nor SPE has received written notice of a violation of Environmental
        Laws related to the Real Property, or the presence or release of Hazardous
        Materials on or from the Real Property in violation of Environmental Laws,
        except as disclosed in the Property Information, and to Contributor's Knowledge
        there is no such material violation, presence or release. The term “Environmental
        Laws”
means
        all federal, state, local and foreign laws and regulations governing pollution
        or protection of human health or the environment, in-clud-ing laws and
        regula-tions regulating emis-sions, discharges, releases or threat-ened releases
        of, or exposure to, Hazardous Mate-rials, or the manufac-ture, processing,
        distribu-tion, use, treatment, storage, disposal, transport or han-dling
        of
        Hazardous Materials. The term “Hazardous
        Materials”
means
        chemi-cals,
        pollut-ants, contaminants, wastes, toxic substances, hazardous substances,
        petroleum and petroleum products, asbestos or asbestos-containing materials
        or
        products, polychlorinated biphenyls, lead or lead-based paints or materials,
        radon, fungus, mold, mycotoxins or similar substances regulated under any
        Environmental Laws.

       

      (i) [Intentionally
        Omitted] 

       

      (j) To
        Contributor's Knowledge, the development which constitutes the Real Property
        is
        an independent unit which does not now rely on any facilities (other than
        facilities covered by easements or other parking agreements appurtenant to
        the
        Real Property or facilities of municipalities or public utilities) located
        on
        any property that is not part of the Real Property to fulfill any zoning,
        parking, municipal or other governmental requirement, or for the furnishing
        to
        the Property of any essential building systems or utilities (including, without
        limitation, drainage facilities, catch basins, and retention
        ponds).

       

      (k) [Intentionally
        Omitted.]

       

      (l) Disclosure.
        Other
        than this Agreement and the Property Management and Leasing Agreement, the
        documents delivered at Closing pursuant hereto, the Permitted Exceptions,
        and
        the Leases, Service Contracts, and any commission agreements described in
        Section 6.3, and except for anything disclosed in the Property Information,
        there are no contracts or agreements of any kind relating to the Real Property
        to which Contributor or its agents is a party and which would be binding
        on
        Venture after Closing.

       

       


      
        
          
          

        

        
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      (m) ERISA.
        None of
        the assets of Contributor or SPE constitutes assets of any “employee benefit
        plan” within the meaning of Section 3(3) of the Employee Retirement Income
        Security Act of 1974, as amended (“ERISA”),
        a
“plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986,
        as amended or an entity deemed to hold “plan assets” within the meaning of 29
        C.F.R. § 2510.3-101 of any such employee benefit plan or plans. 

       

      (n) Tax.

       

      (i) For
        purposes of this Agreement, “Tax”
or
        “Taxes”
means
        all taxes, however denominated, including any interest, penalties or other
        additions to tax that may become payable with respect thereto, imposed by
        any
        federal, state, local or foreign government or any agency or political
        subdivision of any such government, which taxes shall include, without limiting
        the generality of the foregoing, all income or profits taxes (including,
        but not
        limited to, federal income taxes and state income taxes), gross receipts
        taxes,
        net proceeds taxes, alternative or add-on minimum taxes, sales taxes, use
        taxes,
        real property gains or transfer taxes, ad valorem taxes, property taxes,
        value-added taxes, franchise taxes, production taxes, severance taxes, windfall
        profit taxes, withholding taxes, payroll taxes, employment taxes, excise
        taxes
        and other obligations of the same or similar nature to any of the
        foregoing.

       

      (ii) Subject
        to Section 6.1(b), the
        SPE
has
        filed
        or caused to be filed all federal, state and local tax returns, informational
        filings and reports (collectively, “Tax
        Returns”),
        including, but not limited to, with respect to the Property or income
        attributable therefrom, which are due as of the date hereof and all of which
        are
        true, correct and complete in all material respects, and has paid all Taxes
        as
        shown on all such returns, filings and reports to be paid by it, or otherwise
        are required by law to have been paid except to the extent being disputed
        in
        good faith. The SPE has not received any written notice of a tax liability,
        deficiency or assessment with respect to itself nor has any written threat
        of
        the foregoing from any federal, state or local taxing authority been made
        to
        SPE. There are no governmental or other proceedings (formal or informal)
        or
        investigative proceeding pending or to the Contributor’s Knowledge, threatened,
        with respect to any such federal, state or local income or other taxes, tax
        returns, informational tax filings or tax reports of any the SPE. There are
        not
        in effect any waivers or extensions with respect to taxes payable by the
        SPE.

       

      (iii) Except
        as
        set forth on Exhibit Y,
        to
        Contributor's Knowledge, the Real Property consists of land, buildings, and
        other structural components thereof, and other assets described in
        Section 856(c)(4)(A) of the Internal Revenue Code of 1986, as amended (the
        "Code").

       

      (iv) Except
        as
        set forth on Exhibit Z,
        to
        Contributor's Knowledge, the total gross revenues generated by the SPE Property
        between May 25, 2005 and the date hereof has consisted of income from rents
        from
        real property and other revenue which constitute qualifying income under
        Section 856(c)(3) of the Code.

       

      (v) The
        Property does not include any direct or indirect ownership interest in any
        entity which is not classified as a partnership for U.S. federal income tax
        purposes or disregarded as an entity separate from its owner for U.S. federal
        income tax purposes.

       

      (vi) The
        Property does not include any direct or indirect ownership interest in any
        entity which is liable for any material Taxes, including any liability for
        Taxes
        of any predecessor or liability for any Taxes of any other person as a result
        of
        transferee liability, joint and several liability, or liability under a
        contract.

       

       


      
        
          
          

        

        
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      (vii) To
        Contributor’s Knowledge, the tax basis of the Real Property (including all of
        its components) as set forth on Exhibit
        R
        is
        correct and complete in all respects.

       

      (o) Title.
        SPE is
        the owner of the Real Property. SPE is the owner of its interests in Personal
        Property and Intangible Property, free and clear of all security interests,
        liens, charges and encumbrances other than in connection with capital leases,
        the Contracts, and Permitted Exceptions.

       

      (p) Intentionally
        Omitted.
        

       

      (q) Intentionally
        Omitted.
        

       

      (r) OFAC.
        (a)
        Contributor, and to Contributor's Knowledge each person or entity owning
        an
        interest in Contributor other than people or entities owning an interest
        through
        Macquarie Office (US) No. 2 Corporation, is (i) not currently identified
        on the
        Specially Designated Nationals and Blocked Persons List maintained by the
        Office
        of Foreign Assets Control, Department of the Treasury ("OFAC")
        and/or
        on any other similar list maintained by OFAC pursuant to any authorizing
        statute, executive order or regulation (collectively, the "List"),
        and
        (ii) not a person or entity with whom a citizen of the United States is
        prohibited to engage in transactions by any trade embargo, economic sanction,
        or
        other prohibition of United States law, regulation, or Executive Order of
        the
        President of the United States, (b) none of the funds or other assets of
        Contributor constitute property of, or are beneficially owned, directly or
        indirectly, by any Embargoed Person (as hereinafter defined), (c) to
        Contributor's Knowledge, no Embargoed Person has any interest of any nature
        whatsoever in Contributor (whether directly or indirectly) and (d) Contributor
        has implemented procedures, and will consistently apply those procedures,
        to
        ensure the representations and warranties of this Section
        7.1(r)
        remain
        true and correct at all times. The term "Embargoed
        Person"
        means
        any person, entity or government subject to trade restrictions under U.S.
        law,
        including but not limited to, the International Emergency Economic Powers
        Act,
        50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et
        seq., and any Executive Orders or regulations promulgated thereunder with
        the
        result that the investment in Contributor is prohibited by law or Contributor
        is
        in violation of law.

       

      (s) Employees
        and Benefit Plans.
        The SPE
        is not a party to, nor maintains, any employee benefit plan or employee welfare
        plan (within the meaning of the ERISA), and the SPE has no obligation to
        contribute to any multi-employer plan (within the meaning of
        ERISA).

       

      (t) Other
        Encumbrances.
        None of
        the Ownership Interests are subject to any option, right of first refusal,
        purchase agreement, put, call or other right to purchase other than in favor
        of
        Investor or Venture. The SPE is not obligated to issue additional ownership
        interests or to distribute additional ownership interests to any other parties
        whatsoever.

       

      (u) Other
        Assets.
        With
        respect to the SPE, since the formation of the SPE, the only real property
        asset
        that the SPE has owned, directly or indirectly, is the Real Property owned
        thereby on the date hereof, and the only business the SPE has engaged in,
        directly or indirectly, is the ownership and operation of such Real Property.
        The SPE does not own, control or hold with the power to vote, directly or
        indirectly, any shares of capital stock or beneficial interest in any
        corporation, partnership, limited liability company, association, joint venture
        or other entity.

       

      (v) SPE
        Not Reporting Company.
        The SPE
        is not required to file reports pursuant to Sections 12(g) or 15(d) of the
        Securities Exchange Act of 1934, as amended.

       

      (w) Financial
        Statements.
        The
        Contributor will prior to the Closing deliver to Investor copies of the
        financial statements for the SPE as of a date (the "Financial Date") that
        is the
        earlier to occur of 

       


      
        
          
          

        

        
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      November
        30, 2005 and a date that is no later than five (5) Business Days prior to
        the
        Closing (the “Financial
        Statements”).
        The
        Financial Statement will be prepared on a US generally accepted accounting
        principles basis with depreciable assets being recorded on a US generally
        accepted accounting principles basis, and present fairly the financial position
        of the SPE, as of its date and the results of its operations, as the case
        may
        be. Since September 30, 2005 thru the date of this Agreement, there has been
        no
        circumstance, event, occurrence, change or effect that has had a materially
        adverse effect on the financial condition of the SPE as a whole, other than,
        in
        each case, as a result of (i) changes in general economic conditions nationally,
        regionally or within the market in which the Real Property owned by the SPE
        is
        located; and (ii) changes in the real estate industry generally and the office
        building leasing market specifically. Contributor shall cause SPE to become
        the
        owner of the SPE Property prior to the Financial Date.

       

      (x) Formation
        Documents.
        True,
        correct and complete copies of the Certificates of Formation, Certificates
        of
        Partnership, the limited liability company agreements, partnership agreements,
        the articles of incorporation and bylaws, as applicable (or similar
        organizational instruments), as amended, for the SPE have been delivered
        to the
        Investor.

       

      (y) Capitalization.
        The
        Ownership Interests in the SPE are the only authorized, issued or outstanding
        equity interests in SPE. All of such Ownership Interests (i) are validly
        issued,
        fully paid and nonassessable, (ii) are, and when issued were, free of preemptive
        rights, and (iii) are directly or indirectly owned legally and beneficially
        by
        the Contributor and are free and clear of any and all liens. The Contributor
        has
        not previously assigned, transferred or encumbered the applicable Ownership
        Interests the SPE. The Ownership Interests in the SPE are not subject to
        any
        written agreements or understandings among any persons with respect to the
        voting or transfer thereof. There are no subscriptions, options, warrants,
        calls, rights, convertible securities or other agreements or commitments
        of any
        character obligating the Contributor or any of its Affiliates to cause SPE
        to
        issue, transfer or sell, or cause the issuance, transfer or sale of, any
        equity
        interests or other securities (whether or not such securities have voting
        rights) of the SPE. 

       

      (z) Claims
        Against Officers and Managers.
        Contributor has not received written notice of any claim against any manager,
        officer, employee or agent of SPE or any other person which could reasonably
        be
        expected to give rise to a claim for indemnification against the SPE, and
        to
        Contributor's Knowledge, there are none.

       

      Contributor
        also shall require, and shall take reasonable measures to ensure compliance
        with
        the requirement, that no person who owns any other direct interest in
        Contributor is or shall be listed on any of the Lists or is or shall be an
        Embargoed Person. This Section shall not apply to any person to the extent
        that
        such person's interest in the Contributor is through a U.S. Publicly-Traded
        Entity. As used in this Agreement, "U.S. Publicly-Traded Entity" means a
        Person
        (other than an individual) whose securities are listed on a national securities
        exchange, or quoted on an automated quotation system, in the United States,
        or a
        wholly-owned subsidiary of such a person.

       

      EXCEPT
        AS
        EXPRESSLY SET FORTH IN THIS AGREEMENT, CONTRIBUTOR IS CONTRIBUTING THE OWNERSHIP
        INTERESTS TO VENTURE, AND PURSUANT THERETO CONTRIBUTING ALL OTHER PROPERTY
        TO
        VENTURE, ON AN “AS IS, WHERE IS AND WITH ALL FAULTS” BASIS. EXCEPT AS EXPRESSLY
        SET FORTH IN THIS AGREEMENT, IT
        IS
        UNDERSTOOD AND AGREED THAT NONE OF CONTRIBUTOR, THE SPE, OR ANY OF THEIR
        RESPECTIVE AFFILIATES, AGENTS, SHAREHOLDERS, MEMBERS, PARTNERS, OFFICERS,
        PRINCIPALS, EMPLOYEES, COUNSEL, REPRESENTATIVES OR CONTRACTORS (COLLECTIVELY,
        THE "CONTRIBUTOR PARTIES") HAVE MADE OR ARE NOW MAKING, AND INVESTOR AND
        VENTURE
        HAVE NOT RELIED UPON AND WILL NOT RELY UPON 

       


      
        
          
          

        

        
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      (DIRECTLY
        OR INDIRECTLY), ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND
        OR
        CHARACTER, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST, PRESENT
        OR
        FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES,
        REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE,
        (II) ENVIRONMENTAL MATTERS RELATING TO THE REAL PROPERTY OR ANY PORTION
        THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION,
        SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS,
        LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE
        RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO
        THE EXTENT TO WHICH, THE REAL PROPERTY OR ANY PORTION THEREOF IS AFFECTED
        BY ANY
        STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN,
        FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS,
        INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS
        OR
        CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY
        OF
        ANY UNDERSHORING, (VII) ZONING OR OTHER ENTITLEMENTS, OR ANY LAND USE
        REGULATIONS WHATSOEVER, TO WHICH THE REAL PROPERTY OR ANY PORTION THEREOF
        MAY BE
        SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE STADIUM GATEWAY
        IMPROVEMENTS OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER,
        SEWAGE, GAS AND ELECTRIC, (IX) USAGES OF ADJOINING PROPERTY,
        (X) ACCESS TO THE REAL PROPERTY OR ANY PORTION THEREOF, (XI) THE
        VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE,
        USE,
        DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, OPERATION, TITLE TO, OR PHYSICAL
        OR
        FINANCIAL CONDITION OF THE STADIUM GATEWAY IMPROVEMENTS OR ANY PORTION THEREOF,
        (XII) ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS
        ON OR AFFECTING OR PERTAINING TO THE REAL PROPERTY OR ANY PART THEREOF,
        (XIII) THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE
        VICINITY OF THE REAL PROPERTY, (XIV) THE CONDITION OR USE OF THE STADIUM
        GATEWAY IMPROVEMENTS OR COMPLIANCE OF THE STADIUM GATEWAY IMPROVEMENTS WITH
        ANY
        OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES,
        REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER
        SIMILAR
        LAWS, (XV) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS,
        (XVI) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE STADIUM
        GATEWAY IMPROVEMENTS OR REAL PROPERTY, (XVII) THE POTENTIAL FOR FURTHER
        DEVELOPMENT OF THE REAL PROPERTY, OR (XVIII) THE MERCHANTABILITY OF THE
        REAL PROPERTY OR FITNESS OF THE REAL PROPERTY FOR ANY PARTICULAR
        PURPOSE.

       

      In
        addition, except as expressly set forth in Section 7.1 hereof, Investor and
        Venture and anyone claiming by, through or under either of them hereby waive
        their respective right to recover from and fully and irrevocably release
        the
        Contributor Parties from any and all Losses (as hereinafter defined) that
        they
        may now have or hereafter acquire against any of the Contributor Parties
        arising
        from or related to the condition, valuation, salability or utility of the
        Stadium Gateway Improvements or the Real Property, or their suitability for
        any
        purpose whatsoever as of the Closing (including any construction defects,
        errors, omissions or other conditions, latent or otherwise, and the presence
        in
        the soil, air, structures or surface or subsurface waters of materials or
        substances that have been or may in the future be determined to be Hazardous
        Substances or otherwise toxic, hazardous, undesirable or subject to regulation
        and that may need to be specially treated, handled and/or removed from any
        of
        the Real Property under current or future federal, state and local laws,
        regulations or guidelines). This release includes Losses of which Investor
        and
        Venture are presently unaware or which Investor and Venture do not presently
        suspect to exist which, if known to them, would materially affect their release
        of the Contributor Parties. In this 

       


      
        
          
          

        

        
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      connection
        and to the extent permitted by law, Investor and Venture hereby agree, represent
        and warrant that they realize and acknowledge that factual matters now unknown
        to them may have given or may hereafter give rise to Losses which are presently
        unknown, unanticipated and unsuspected, and Investor and Venture further
        agree,
        represent and warrant that the waivers and releases herein have been negotiated
        and agreed upon in light of that realization and that each nevertheless hereby
        intends to release, discharge and acquit the Contributor Parties from any
        such
        unknown Losses. 

       

      7.2Investor’s
        Representations and Warranties .
        As a
        material inducement to Contributor to execute this Agreement and consummate
        this
        transaction, Investor represents and warrants to each of Contributor and
        Venture
        that:

       

      (a) Formation
        and Authority.
        Investor has been duly formed, is validly existing, and is in good standing
        as a
        Maryland limited partnership. Investor is in good standing and is qualified
        to
        do business in each jurisdiction in which it is required to be so qualified.
        Investor has the full right and authority and, subject to the consents Investor
        is seeking as described in the Additional Agreements, has obtained any and
        all
        authorizations and consents required to enter into this Agreement and to
        consummate or cause to be consummated the transactions contemplated hereby.
        This
        Agreement has been, and all of the documents to be delivered by Investor
        at the
        Closing will be, authorized and properly executed and constitutes, or will
        constitute, as appropriate, the valid and binding obligation of Investor,
        enforceable in accordance with their terms.

       

      (b) Consents
        and Approvals; No Violation.
        Neither
        the execution and delivery of this Agreement by Investor nor the consummation
        by
        Investor of the transactions contemplated hereby will (a) require Investor
        to
        file or register with, notify, or obtain any permit, authorization, consent,
        or
        approval of, any governmental or regulatory authority; (b) conflict with
        or
        breach any provision of the organizational documents of Investor; (c) once
        the
        consents being sought by Investor under the Additional Agreements are obtained,
        violate or breach any provision of, or constitute a default (or an event
        which,
        with notice or lapse of time or both, would constitute a default) under,
        any
        note, bond, mortgage, indenture or deed of trust to which Investor is a party;
        or (d) violate any order, writ, injunction, decree, judgment, statute, law
        or
        ruling of any court or governmental authority applicable to
        Investor.

       

      (c) Conflicts
        and Pending Action.
        There
        is no agreement to which Investor is a party or binding on Investor which
        is in
        conflict with this Agreement. There is no action or proceeding pending or,
        to
        Investor’s knowledge, threatened against Investor which challenges or impairs
        Investor’s ability to execute or perform its obligations under this Agreement.
        Investor has received no written notice of any action, suit or proceeding
        before
        any court or governmental agency or body against or affecting Investor or
        its
        assets that would prevent Investor from performing its obligations
        hereunder.

       

      (d) (a)
        Investor and each person or entity owning an interest in Investor other than
        people or entities owning an interest through Maguire Properties, Inc. is
        (i)
        not currently identified on the Specially Designated Nationals and Blocked
        Persons List maintained by OFAC and/or on any other List, an (ii) not a person
        or entity with whom a citizen of the United States is prohibited to engage
        in
        transactions by any trade embargo, economic sanction, or other prohibition
        of
        United States law, regulation, or Executive Order of the President of the
        United
        States, (b) none of the funds or other assets of Investor constitute property
        of, or are beneficially owned, directly or indirectly, by any Embargoed Person,
        (c) no Embargoed Person has any interest of any nature whatsoever in Investor
        (whether directly or indirectly) and (d) Investor has implemented procedures,
        and will consistently apply those procedures, to ensure the foregoing
        representations and warranties remain true and correct at all times.


       

      Investor
        also shall require, and shall take reasonable measures to ensure compliance
        with
        the requirement, that no person who owns any other direct interest in Investor
        is or shall be listed on any of 

       


      
        
          
          

        

        
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      the
        Lists
        or is or shall be an Embargoed Person. This Section shall not apply to any
        person to the extent that such person's interest in the Investor is through
        a
        U.S. Publicly-Traded Entity. 

       

      7.3Venture’s
        Representations and Warranties .
        As a
        material inducement to Contributor and Investor to execute this Agreement
        and
        consummate this transaction, Venture represents and warrants to each of
        Contributor and Investor that:

       

      (a) Formation
        and Authority.
        Venture
        has been duly formed, is validly existing, and is in good standing as a Delaware
        limited liability company. Venture is in good standing and is qualified to
        do
        business in each jurisdiction in which it is required to be so qualified.
        Venture has the full right and authority and has obtained any and all
        authorizations and consents required to enter into this Agreement and to
        consummate or cause to be consummated the transactions contemplated hereby.
        This
        Agreement has been, and all of the documents to be delivered by Venture at
        the
        Closing will be, authorized and properly executed and constitutes, or will
        constitute, as appropriate, the valid and binding obligation of Venture,
        enforceable in accordance with their terms.

       

      (b) Consents
        and Approvals; No Violation.
        Neither
        the execution and delivery of this Agreement by Venture nor the consummation
        by
        Venture of the transactions contemplated hereby will (a) require Venture
        to file
        or register with, notify, or obtain any permit, authorization, consent, or
        approval of, any governmental or regulatory authority; (b) conflict with
        or
        breach any provision of the organizational documents of Venture; (c) violate
        or
        breach any provision of, or constitute a default (or an event which, with
        notice
        or lapse of time or both, would constitute a default) under, any note, bond,
        mortgage, indenture or deed of trust to which Venture is a party; or (d)
        violate
        any order, writ, injunction, decree, judgment, statute, law or ruling of
        any
        court or governmental authority applicable to Venture.

       

      (c) Conflicts
        and Pending Action.
        There
        is no agreement to which Venture is a party or binding on Venture which is
        in
        conflict with this Agreement. There is no action or proceeding pending or,
        to
        Venture’s knowledge, threatened against Venture which challenges or impairs
        Venture’s ability to execute or perform its obligations under this Agreement.
        Venture has received no written notice of any action, suit or proceeding
        before
        any court or governmental agency or body against or affecting Venture or
        its
        assets that would prevent Investor from performing its obligations
        hereunder.

       

      (d) (a)
        Venture and each person or entity owning an interest in Venture is (i) not
        currently identified on the Specially Designated Nationals and Blocked Persons
        List maintained by OFAC and/or on any other List, an (ii) not a person or
        entity
        with whom a citizen of the United States is prohibited to engage in transactions
        by any trade embargo, economic sanction, or other prohibition of United States
        law, regulation, or Executive Order of the President of the United States,
        (b)
        none of the funds or other assets of Venture constitute property of, or are
        beneficially owned, directly or indirectly, by any Embargoed Person, (c)
        no
        Embargoed Person has any interest of any nature whatsoever in Venture (whether
        directly or indirectly) and (d) Venture has implemented procedures, and will
        consistently apply those procedures, to ensure the foregoing representations
        and
        warranties remain true and correct at all times.

       

      Venture
        also shall require, and shall take reasonable measures to ensure compliance
        with
        the requirement, that no person who owns any other direct interest in Venture
        is
        or shall be listed on any of the Lists or is or shall be an Embargoed Person.
        This Section shall not apply to any person to the extent that such person's
        interest in the Venture is through a U.S. Publicly-Traded Entity. 

       

      7.4Survival
        of Representations and Warranties .
        The
        representations and warranties set forth in this Article 7 are made as of
        the
        date of this Agreement and are remade as of the Closing and shall not be
        deemed
        to be merged into or waived by the instruments of Closing, but shall survive
        the
        Closing for a 

       


      
        
          
          

        

        
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      period
        of
        twelve (12) months, except for those representations and warranties set forth
        in
        Sections 7.1(c), 7.1(n) and 7.1(z), which shall survive until thirty (30)
        days
        after the expiration of the relevant statute of limitations and except for
        those
        representations and warranties set forth in Section 7.1(a), 7.2(a), 7.3(a),
        7.1(b), 7.2(b), 7.3(b), 7.1(h), 7.1(t), 7.1(u), 7.1(v), 7.1(x) and 7.1(y)
        which
        shall survive indefinitely. Contributor, Venture and Investor shall have
        the
        right to bring an action thereon only if Contributor or Investor, as the
        case
        may be, has given the other party written notice of the circumstances giving
        rise to the alleged breach within the applicable survival period; provided
        further, however, that neither Venture nor Investor shall have the right
        to
        bring an action against Contributor with respect to the representations and
        warranties set forth in Section
        7.1(o),
        without
        first making and exhausting any claims that could reasonably be made under
        the
        Title Policies to compensate such party for the same harm being claimed as
        a
        result of a breach of such representations or warranties by
        Contributor.

       

      ARTICLE
        8: INDEMNIFICATION

       

      8.1Contributor’s
        Indemnity .
        Contributor agrees to indemnify, defend and hold harmless each of Venture
        and
        Investor from and against any liability, claim, demand, loss, expense or
        damage
        (collectively, “Loss”)
        incurred by Venture or Investor, respectively, as a result of or arising
        from
        (i) any breach of the representations and warranties made by Contributor
        herein
        or in any document furnished by or on behalf of Contributor pursuant to this
        Agreement, or (ii) any breach or nonfulfillment of any covenant or agreement
        on
        the part of Contributor under this Agreement, but only to the extent such
        covenant or agreement expressly survives the Closing by its terms.

       

      8.2Venture’s
        Indemnity .
        Venture
        agrees to indemnify, defend and hold harmless each of Contributor and Investor
        from and against any Loss incurred by Contributor or Investor, respectively,
        as
        a result of or arising from (i) any breach of the representations and warranties
        made by Venture herein or in any document furnished by or on behalf of Venture
        pursuant to this Agreement, or (ii) any breach or nonfulfillment of any covenant
        or agreement on the part of Venture under this Agreement, but only to the
        extent
        such covenant or agreement expressly survives the Closing by its
        terms.

       

      8.3Investor’s
        Indemnity .
        Investor agrees to indemnify, defend and hold harmless each of Contributor
        and
        Venture from and against any Loss incurred by Contributor or Venture,
        respectively, as a result of or arising from (i) any breach of the
        representations and warranties made by Investor herein or in any document
        furnished by or on behalf of Investor pursuant to this Agreement, or (ii)
        any
        breach or nonfulfillment of any covenant or agreement on the part of Investor
        under this Agreement, but only to the extent such covenant or agreement
        expressly survives the Closing by its terms.

       

      8.4Effectiveness .
        Notwithstanding anything to the contrary herein, the provisions of Sections
        8.1, 8.2, and 8.3
        of this
        Agreement shall become effective only upon the occurrence of the Closing
        and
        shall survive the Closing.

       

      8.5Procedure .
        The
        following provisions govern all actions for indemnity under this Article
        8
        and any
        other provision of this Agreement. Promptly after receipt by an indemnitee
        of
        notice of any claim, such indemnitee will, if a claim in respect thereof
        is to
        be made against the indemnitor, deliver to the indemnitor written notice
        thereof
        and the indemnitor shall have the right to participate in and, if the indemnitor
        agrees in writing that it will be responsible for any Losses incurred by
        the
        indemnitee with respect to such claim, to assume the defense thereof, with
        counsel reasonably satisfactory to the other parties; provided, however,
        that an
        indemnitee shall have the right to retain its own counsel (to be reasonably
        acceptable to the indemnitor), with the reasonable fees and expenses to be
        paid
        by the indemnitor, if the indemnitee reasonably believes, after consultation
        with counsel, that representation of such indemnitee by the counsel retained
        by
        the indemnitor would be inappropriate due to actual or potential differing
        interests between such indemnitee and any other party represented by such
        counsel in 

       


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      


       

      such
        proceeding. The failure of indemnitee to deliver written notice to the
        indemnitor within a reasonable time after indemnitee receives notice of any
        such
        claim shall relieve such indemnitor of any liability to the indemnitee under
        this indemnity only if and to the extent that such failure is prejudicial
        to the
        indemnitor’s ability to defend such action. If an indemnitee settles a claim
        without the prior written consent of the indemnitor, then the indemnitor
        shall
        be released from liability with respect to such claim unless the indemnitor
        has
        unreasonably withheld such consent.

       

      8.6Limitation
        on Liability .
        Notwithstanding anything to the contrary contained in Article
        8
        or
        elsewhere in this Agreement: 

       

      (a) No
        party
        shall have any liability to another party for breach of (i) any warranty
        or
        representation contained herein or in any schedule annexed hereto or certificate
        delivered in connection herewith or (ii) any covenant herein, unless, in
        either
        case, the indemnitee has given the indemnitor written notice stating in
        reasonable detail the factual basis for such breach. In the case of clause
        (i)
        immediately preceding, such notice must be given prior to the date (the
“Clause
        (i) Survival Date”)
        on
        which such representation or warranty shall have ceased to survive as provided
        in Section
        7.4
        above,
        and in the case of clause (ii) immediately preceding, such notice must be
        given
        prior to the date (the “Clause
        (ii) Survival Date”)
        that
        is twelve (12) months after the Closing; provided, however, if a covenant
        breach
        shall have occurred less than thirty (30) days prior to the clause (ii) Survival
        Date, indemnitee shall have an additional thirty (30) days after such date
        to
        give such notice. In either event, no party shall have any liability to another
        party for any breach described in clause (i) or clause (ii) of this Section
        8.6(a)
        unless
        the indemnitee shall have commenced a legal proceeding in respect of such
        breach: (A) in the case of clause (i), prior to the date which is three (3)
        months after the Clause (i) Survival Date; or (B) in the case of clause (ii),
        prior to the date which is three (3) months after the Clause (ii) Survival
        Date.

       

      (b) Contributor
        shall have no liability to any other party for Losses pursuant to Section
        8.1,
        or for
        breach of the underlying representations, warranties, covenants or agreements
        which are the subject of Contributor's indemnification obligations set forth
        in
Section
        8.1
        (“Damages”),
        unless and until the aggregate amount of Damages exceeds $250,000 (the
“Deductible”);
        provided, however, after the amount of Damages exceeds $250,000, all Damages
        in
        excess of the first $250,000 shall be recoverable by the indemnitee; provided
        further, however, that Contributor's indemnification obligations set forth
        in
Section
        8.1,
        and
        Contributor's liability for any breach of the underlying representations,
        warranties, covenants or agreements which are the subject of the indemnification
        obligations set forth in such section shall collectively be limited to an
        aggregate amount for Contributor equal to $3,000,000. All Damages shall be
        net
        of any amounts actually recovered by the indemnitee under insurance policies
        with respect to such Damages. Damages shall exclude, and Contributor shall
        have
        no liability with respect to, Losses attributable to any breaches of
        representations, warranties or covenants of which the indemnitee had knowledge
        prior to Closing and could have terminated this Agreement but chose not to
        do
        so, unless and except for (i) breaches arising out of representations and
        warranties known to Contributor to have been false at the time they were
        made,
        and (ii) breaches arising out of actions or omissions of Contributor willfully
        performed or omitted in order to cause such breach. In no event shall
        Contributor have any liability to any other party for exemplary or punitive
        damages. The provisions of this Section
        8.6
        shall
        become effective only upon, and shall survive the Closing.

       

      ARTICLE
        9: MISCELLANEOUS

       

      9.1Parties
        Bound .
        No
        party may assign this Agreement without the prior written consent of the
        others,
        and any such prohibited assignment shall be void. Subject to the foregoing,
        this
        Agreement shall be binding upon and inure to the benefit of the respective
        legal
        representatives, successors, and assigns of the parties.

       

       


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      


       

      9.2Headings .
        The
        article and section headings of this Agreement are for convenience only and
        in
        no way limit or enlarge the scope or meaning of the language
        hereof.

       

      9.3Expenses .
        Except
        as otherwise expressly provided herein, each party hereto shall pay its own
        expenses incident to this Agreement and the transactions contemplated hereunder,
        including all legal and accounting fees and disbursements. The foregoing
        shall
        not amend or modify any provisions regarding Venture’s payment of costs and
        expenses in accordance with the terms of its limited liability company
        agreement.

       

      9.4Invalidity
        and Waiver .
        If any
        portion of this Agreement is held invalid or inoperative, then so far as
        is
        reasonable and possible the remainder of this Agreement shall be deemed valid
        and operative, and, to the greatest extent legally possible, effect shall
        be
        given to the intent manifested by the portion held invalid or inoperative. 
The failure by either party to enforce against the other any term or provision
        of this Agreement shall not be deemed to be a waiver of such party’s right to
        enforce against the other party the same or any other such term or provision
        in
        the future.

       

      9.5Governing
        Law .
        This
        Agreement shall, in all respects, be governed, construed, applied, and enforced
        in accordance with the law of the State of Delaware.

       

      9.6Survival .
        The
        provisions of this Agreement that provide for performance after the Closing
        shall survive the Closing and shall not be deemed to be merged into or (unless
        otherwise provided herein or pursuant to a separate instrument) waived by
        the
        instruments of Closing.

       

      9.7No
        Third Party Beneficiary .
        This
        Agreement is not intended to give or confer any benefits, rights, privileges,
        claims, actions, or remedies to any person or entity as a third party
        beneficiary, decree, or otherwise.

       

      9.8Entirety
        and Amendments .
        This
        Agreement and the exhibits and schedules hereto and the agreements referenced
        herein embody the entire agreement between the parties and supersede all
        prior
        agreements and understandings relating to the Property. This Agreement may
        be
        amended or supplemented only by an instrument in writing executed by the
        party
        against whom enforcement is sought.

       

      9.9Time
        of the Essence .
        Time is
        of the essence in the performance of this Agreement.

       

      9.10Confidentiality .
        No
        party hereto shall make any public announcement or disclosure of any information
        related to this Agreement to outside brokers or third parties, before Closing,
        without the specific prior written consent of the others, except for such
        disclosures to its lenders, creditors, officers, employees and agents as
        may be
        necessary to permit it to perform it’s obligations hereunder and except as and
        to the extent that such party, in its good faith judgment and following
        consultation with its counsel, believes that such disclosure is required
        to
        enable it to comply with obligations under federal or state or Australian
        securities laws. Notwithstanding the foregoing, any party to this transaction
        (and each employee, agent or representative of the foregoing) may disclose
        to
        any and all persons, without limitation of any kind, the tax treatment and
        tax
        structure of the transaction and all materials of any kind (including opinions
        or other tax analyses) that are provided to them relating to such tax treatment
        and tax structure. The authorization in the preceding sentence is not intended
        to permit disclosure of any other information unrelated to the tax treatment
        and
        tax structure of the transaction including (without limitation) (i) any portion
        of the transaction documents or related materials to the extent not related
        to
        the tax treatment or tax structure of the transaction, (ii) the existence
        or
        status of any negotiations unrelated to the tax issues, or (iii) any other
        term
        or detail not relevant to the tax treatment or the tax structure of the
        transaction.

       

       


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      


       

      9.11Attorneys’
        Fees .
        If any
        party brings an action to enforce its rights under this Agreement, the
        prevailing party in the action shall be entitled to recover its costs and
        expenses, including, without limitation, reasonable attorneys' fees, incurred
        in
        connection with such action, including any appeal of such action.

       

      9.12Brokers .
        The
        parties each represent and warrant each to the other that they have not dealt
        with any real estate broker, sales person or finder in connection with this
        transaction other than Deutsche Bank, which shall be paid solely by Investor,
        and Macquarie Capital Partners, which shall be paid solely by Contributor.
        Each
        party shall indemnify and hold harmless the other parties from and against
        any
        such Loss based upon any statement, representation or agreement of such party.
        This provision shall survive the Closing or any termination of this
        Agreement.

       

      9.13Notices .
        All
        notices required or permitted hereunder shall be in writing and shall be
        served
        on the parties at the addresses set forth below. Any such notices shall be
        either (i) sent by overnight delivery using an internationally recognized
        courier, in which case notice shall be deemed delivered upon receipt,
        (ii) sent by facsimile or email and promptly followed with a copy of such
        notice sent in the manner of clause (i) immediate preceding, in which case
        notice shall be deemed delivered upon transmission of such notice if such
        notice
        is transmitted between the hours of 9:00 a.m. and 5:00 p.m. during a
        Business Day of the recipient, otherwise on the next Business Day of the
        recipient, or (iii) sent by personal delivery, in which case notice shall
        be deemed delivered upon receipt. A party’s address may be changed by written
        notice to the other party; provided, however, that no notice of a change
        of
        address shall be effective until actual receipt of such notice. Copies of
        notices are for informational purposes only, and a failure to give or receive
        copies of any notice shall not be deemed a failure to give notice. The attorney
        for a party has the authority to send notices on behalf of such
        party.

       

    

    
      	
              If
                to Investor : 

            	
              Maguire
                Properties, L.P.

            
	 	
              333
                South Grand Avenue, Suite 400

            
	 	
              Los
                Angeles, California 90071 

            
	 	
              Attention:
                Robert Maguire and Mark Lammas 

            
	 	
              Facsimile:
                213-533-5100 and 213-533 5198

            
	 	
              Email:
                Robert.Maguire@MaguireProperties.com and 

            
	 	
              Mark.Lammas@MaguireProperties.com

            
	 	 
	
              with
                a copy to: 

            	
              Skadden,
                Arps, Slate, Meagher & Flom. LLP

            
	 	
              300
                South Grand Avenue, Suite 3400

            
	 	
              Los
                Angeles, California 90071

            
	 	
              Attention:
                Rand April

            
	 	
              Facsimile:
                213-687-5600

            
	 	
              Email:
                RApril@Skadden.com

            
	
              If
                to Contributor: 

            	
              Macquarie
                Real Estate, Inc.

            
	 	
              One
                North Wacker Drive, Level 9

            
	 	
              Chicago,
                Illinois 60606

            


    

    
      
        	 	
                Attention:
                  Kristin Marsilje

              
	 	
                Facsimile:
                  312-499-8686

              
	 	
                Email:
                  kristin.marsilje@macquarie.com

              
	
                With
                  a copy to: 

              	
                Macquarie
                  Office Trust

              
	
                 

              	
                c/o
                  Macquarie Office Management Limited

              


      

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      
        	 	
                Level
                  13, 1 Martin Place

              
	 	
                Sydney,
                  Australia NSW 2000

              
	 	
                Attention:
                  Jill Rikard-Bell

              
	 	
                Facsimile:
                  011-61-28-232-6510

              
	 	
                Email:
                  jill.rikard-bell@macquarie.com

              
	 	 
	
                and
                  to: 

              	
                Mayer,
                  Brown, Rowe & Maw LLP

              
	 	
                71
                  South Wacker Drive

              
	 	
                Chicago,
                  Illinois 60606

              
	 	
                Attention:
                  Ronald R. Dietrich

              
	 	
                Facsimile:
                  312-701-7711

              
	 	
                Email:
                  rdietrich@mayerbrownrowe.com

              
	 	 
	
                If
                  to Venture: 

              	
                Macquarie
                  Office Trust

              
	
                 

              	
                c/o
                  Macquarie Office Management Limited

              
	 	
                Level
                  13, 1 Martin Place

              
	 	
                Sydney,
                  Australia NSW 2000

              
	 	
                Attention:
                  Jill Rikard-Bell

              
	 	
                Facsimile:
                  011-61-28-232-6510

              
	 	
                Email:
                  jill.rikard-bell@macquarie.com

              
	 	 
	
                with
                  a copy to: 

              	
                Mayer,
                  Brown, Rowe & Maw LLP

              
	 	
                71
                  South Wacker Drive

              
	 	
                Chicago,
                  Illinois 60606

              
	 	
                Attention:
                  Ronald R. Dietrich

              
	 	
                Facsimile:
                  312-701-7711

              
	 	
                Email:
                  rdietrich@mayerbrownrowe.com

              
	 	 
	
                and
                  to 

              	
                Maguire
                  Properties, L.P.

              
	 	
                333
                  South Grand Avenue, Suite 400

              
	 	
                Los
                  Angeles, California 90071 

              
	 	
                Attention:
                  Robert Maguire and Mark Lammas 

              
	 	
                Facsimile:
                  213-533-5100 and 213-533 5198

              
	 	
                Email:
                  Robert.Maguire@MaguireProperties.com and

              
	 	
                Mark.Lammas@MaguireProperties.com

              
	 	 
	 	 
	
                with
                  a copy to: 

              	
                Skadden,
                  Arps, Slate, Meagher & Flom. LLP

              
	 	
                300
                  South Grand Avenue, Suite 3400

              
	 	
                Los
                  Angeles, California 90071

              
	 	
                Attention:
                  Rand April

              
	 	
                Facsimile:
                  213-687-5600

              
	 	
                Email:
                  RApril@Skadden.com

              


      

    

    


     

    
       

      9.14 Construction

       

      .
        The
        parties acknowledge that the parties and their counsel have reviewed and
        revised
        this Agreement and that the normal rule of construction to the effect that
        any
        ambiguities are to be resolved against the drafting party shall not be employed
        in the interpretation of this Agreement or any exhibits or amendments
        hereto.

    


    
      
        
        

      

      
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    9.15 Remedies
      Cumulative

     

    .
      Except
      as expressly provided to the contrary in this Agreement, the remedies provided
      in this Agreement shall be cumulative and shall not preclude the assertion
      or
      exercise of any other rights or remedies available by law, in equity or
      otherwise.

     

    9.16 Calculation
      of Time Periods

     

    .
      Unless
      otherwise specified, in computing any period of time described herein, the
      day
      of the act or event after which the designated period of time begins to run
      is
      not to be included and the last day of the period so computed is to be included,
      unless such last day is a Saturday, Sunday or legal holiday for national banks
      California or in Sydney, Australia, in which event the period shall run until
      the end of the next day which is neither a Saturday, Sunday, or legal holiday.
      The last day of any period of time described herein and the time during any
      day
      by which an event must occur shall be deemed to end at 6:00 p.m. (Central
      Time).

     

    9.17 Intentionally
      Deleted

     

    .

     

    9.18 Execution
      in Counterparts

     

    .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of such counterparts shall constitute one
      Agreement.  To facilitate execution of this Agreement, the parties may
      execute and exchange by telephone facsimile or email counterparts of the
      signature pages.

     

    9.19 Further
      Assurances

     

    .
      In
      addition to the acts and deeds recited herein and contemplated to be performed,
      executed and/or delivered by either party at Closing, each party agrees to
      perform, execute and deliver, on or after the Closing any further actions,
      documents, and will obtain such consents, as may be reasonably necessary or
      as
      may be reasonably requested to fully effectuate the purposes, terms and
      conditions of this Agreement or to further perfect the conveyance, transfer
      and
      assignment of the Property to Venture.

     

    9.20 Waiver
      of Jury Trial

     

    .
      TO THE
      EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY
      AND
      ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    9.21 Bulk
      Sales

     

     

    Each
      party hereto shall indemnify and hold harmless the other parties from and
      against any Loss arising in connection with such party’s failure to comply with
      any applicable provisions of law relating to bulk sales.

     

    9.22 Automatic
      Termination

     

    .
      This
      Agreement shall automatically terminate, without the action of any party, (i)
      upon the date which is one (1) year from the date of this Agreement, and (ii)
      if
      any of the Additional Agreements have been terminated pursuant to their terms
      and, in either of such events, all obligations of the parties hereunder shall
      thereupon terminate, except for those obligations set forth herein that
      expressly survive the termination of this Agreement, and except that no such
      termination shall relieve any party from liability for any prior breach or
      default under this Agreement.

     

    


     

    [Signature
      Page Follows]

     

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


     

    SIGNATURE
      PAGE TO

     

    CONTRIBUTION
      AGREEMENT

     

    BY
      AND
      AMONG

     

    MAGUIRE
      MACQUARIE OFFICE, LLC

     

    MAGUIRE
      PROPERTIES, L.P. AND

     

    MACQUARIE
      OFFICE II LLC

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
      and
      year written below pursuant to proper authority duly granted.

     

    VENTURE:

     

    


     

    MAGUIRE
      MACQUARIE OFFICE, LLC, a Delaware limited liability company

     

    By: Maguire
      MO Manager, LLC, a Delaware limited liability company 

     

    By: Maguire
      Properties, L.P., a Maryland limited partnership, its managing member


     

    By: Maguire
      Properties, Inc., a Maryland corporation, its general partner 

     

     

    
      	 	
              By:

            	 /s/ Dallas E. Lucas	 


    

    
      	 	
              Name:

            	 Dallas E. Lucas	 


    

    
      	 	
              Title:

            	  Executive Vice President & CFO	 


    

     

    


     

    CONTRIBUTOR:

     

    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	 


      

       

    

         

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


     

    


     

    


     

    


     

    


     

    INVESTOR:

     

    MAGUIRE
      PROPERTIES, L.P., a Maryland limited partnership 

     

    By: Maguire
      Properties, Inc., a Maryland corporation, its sole general partner 

     

    
       

      
        	 	
                By:

              	 /s/ Dallas E. Lucas	 


      

      
        	 	
                Name:

              	 Dallas E. Lucas	 


      

      
        	 	
                Title:

              	  Executive Vice President & CFO