Exh 10.4 10/26/2005 Purchase and Sale Agreement


    
      

    

    Exhibit
      10.4

    
 

    PURCHASE
      AND SALE AGREEMENT

     

    


    


    BETWEEN

     

    


    


    MACQUARIE
      OFFICE II LLC, as Purchaser

     

    


    and

    


    


    MAGUIRE
      PROPERTIES, L.P., as Seller

     

    


    


    


    Cerritos
      Corporate Center, California

    


    


    


    


     

    


     

    


     

    October
      26, 2005

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      


       

      
        	
                ARTICLE
                  1: BASIC TERMS 

              	
                1

              
	 	
                1.1 Sale 

              	
                1

              
	 	
                1.2 Purchase
                  Price 

              	
                2

              
	 	
                1.3 Seller
                  Remedies 

              	
                2

              
	 	
                1.4 Purchaser
                  Remedies 

              	
                2

              
	
                ARTICLE
                  2: INSPECTION 

              	
                3

              
	 	
                2.1 Seller’s
                  Delivery of Specified Documents 

              	
                3

              
	 	
                2.2 Due
                  Diligence 

              	
                3

              
	 	
                2.3 Access 

              	
                3

              
	 	
                2.4 Tenant
                  Estoppels 

              	
                3

              
	 	
                2.5 Property
                  Management Contracts; Employees 

              	
                4

              
	 	
                2.6 Ground
                  Leases 

              	
                4

              
	 	
                2.7 
                  [Intentionally Omitted.] 

              	
                5

              
	 	
                2.8 CCRs 

              	
                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 

              	
                6

              
	
                ARTICLE
                  4: OPERATIONS AND RISK OF LOSS 

              	
                6

              
	 	
                4.1 Ongoing
                  Operations 

              	
                6

              
	 	
                4.2 Operating
                  Expenses 

              	
                8

              
	 	
                4.3 Damage 

              	
                8

              
	 	
                4.4 Condemnation 

              	
                9

              
	
                ARTICLE
                  5: CLOSING 

              	
                9

              
	 	
                5.1 Closing
                  and Escrow 

              	
                9

              
	 	
                5.2 Conditions
                  to the Parties’ Obligations to Close 

              	
                9

              
	 	
                5.3 Seller’s
                  Deliveries 

              	
                12

              
	 	
                5.4 Purchaser’s
                  Deliveries 

              	
                13

              
	 	
                5.5 Closing
                  Statements/Escrow Fees 

              	
                14

              
	 	
                5.6 Sales,
                  Transfer, and Documentary Taxes 

              	
                14

              
	 	
                5.7 Possession 

              	
                14

              
	 	 	 


      

      



      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      


      


      
        	 	
                5.8 Delivery
                  of Books and Records 

              	
                14

              
	 	
                5.9 Management
                  and Leasing Agreement 

              	
                14

              
	 	
                5.10 Parking
                  Agreements 

              	
                14

              
	
                ARTICLE
                  6: PRORATIONS AND ADJUSTMENTS 

              	
                15

              
	 	
                6.1 Prorations 

              	
                15

              
	 	
                6.2 Tenant
                  Reconciliation and Post-Closing Adjustments 

              	
                16

              
	 	
                6.3 Leasing
                  Commissions 

              	
                17

              
	 	
                6.4 Tenant
                  Improvements and Allowances 

              	
                17

              
	 	
                6.5 Tenant
                  Deposits 

              	
                17

              
	 	
                6.6 Wages 

              	
                18

              
	 	
                6.7 Utility
                  Deposits 

              	
                18

              
	 	
                6.8 Sales
                  Commissions 

              	
                18

              
	 	
                6.9 Post
                  Closing Obligations 

              	
                18

              
	
                ARTICLE
                  7: REPRESENTATIONS AND WARRANTIES 

              	
                18

              
	 	
                7.1 Seller’s
                  Representations and Warranties 

              	
                18

              
	 	
                7.2 Purchaser’s
                  Representations and Warranties 

              	
                25

              
	 	
                7.3 Survival
                  of Representations and Warranties 

              	
                26

              
	
                ARTICLE
                  8: INDEMNIFICATION 

              	
                26

              
	 	
                8.1 Seller’s
                  Indemnity 

              	
                26

              
	 	
                8.2 Purchaser’s
                  Indemnity 

              	
                26

              
	 	
                8.3 Effectiveness 

              	
                26

              
	 	
                8.4 Procedure 

              	
                26

              
	 	
                8.5 Limitation
                  on Liability 

              	
                27

              
	
                ARTICLE
                  9: MISCELLANEOUS 

              	
                27

              
	 	
                9.1 Parties
                  Bound 

              	
                27

              
	 	
                9.2 Headings 

              	
                28

              
	 	
                9.3 Expenses 

              	
                28

              
	 	
                9.4 Invalidity
                  and Waiver 

              	
                28

              
	 	
                9.5 Governing
                  Law 

              	
                28

              
	 	
                9.6 Survival 

              	
                28

              
	 	
                9.7 No
                  Third Party Beneficiary 

              	
                28

              
	 	
                9.8 Entirety
                  and Amendments 

              	
                28

              


      

      



      
        
          
          

        

        
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                9.9 Time
                  of the Essence 

              	
                28

              
	 	
                9.10 Confidentiality 

              	
                28

              
	 	
                9.11 Attorneys’
                  Fees 

              	
                29

              
	 	
                9.12 Brokers 

              	
                29

              
	 	
                9.13 Notices 

              	
                29

              
	 	
                9.14 Construction 

              	
                30

              
	 	
                9.15 Remedies
                  Cumulative 

              	
                30

              
	 	
                9.16 Calculation
                  of Time Periods 

              	
                30

              
	 	
                9.17 
                  [Intentionally Deleted] 

              	
                30

              
	 	
                9.18 Execution
                  in Counterparts 

              	
                30

              
	 	
                9.19 Further
                  Assurances 

              	
                30

              
	 	
                9.20 Waiver
                  of Jury Trial 

              	
                30

              
	 	
                9.21 Bulk
                  Sales 

              	
                30

              
	 	
                9.22 Automatic
                  Termination 

              	
                30

              
	
                MANAGEMENT
                  AND LEASING AGREEMENT 

              	
                1

              
	
                Tenant 

              	
                Amount Type
                  (cash or letter of credit) 

              	
                1

              


      

    

     

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    

      PURCHASE
        AND SALE AGREEMENT

       

      THIS
        PURCHASE AND SALE AGREEMENT (this “Agreement”)
        is
        made as of the 26th
        day of
        October, 2005, between MAGUIRE
        PROPERTIES, L.P., a
        Maryland limited partnership (referred to herein as “Seller”)
        and
MACQUARIE
        OFFICE II LLC,
        a
        Delaware limited liability company (referred to herein as “Purchaser”).

       

      Background

       

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

       

      Contemporaneously
        with the closing of the transaction contemplated hereby, Seller and Purchaser
        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”).

       

      Under
        the
        terms of the Amended and Restated LLC Agreement, it is contemplated that
        Seller
        shall contribute to Purchaser one hundred percent (100%) of the Ownership
        Interests (defined below) in Maguire/Cerritos I, LLC, a Delaware limited
        liability company (the “SPE”)
        which
        is the current owner of the SPE Property (defined below).

       

      Purchaser
        wishes to purchase the Ownership Interests in SPE and Seller wishes to sell
        the
        Ownership Interests in SPE, in each case 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, Seller agrees to sell and Purchaser agrees to purchase
        the Property, in each case subject to the following terms and
        conditions:

       

      ARTICLE
        1: BASIC
        TERMS

       

      1.1Sale.
        Subject
        to the terms and conditions of this Agreement, Seller agrees to contribute,
        transfer, set over and convey to Purchaser, and Purchaser agrees to acquire
        from
        Seller, the Ownership Interests in the SPE. The following are collectively
        the
“Property”:

       

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

       

      (b) The
        “Real
        Property”
being
        the leasehold estate in the land described in Exhibit A
        attached
        hereto; the improvements and fixtures located thereon, including but not
        limited
        to a Class A office building commonly known as the “Cerritos
        Corporate Center”
with
        rentable area of approximately 326,535 square feet with a parking structure
        located on such land (collectively, the “Improvements”);
        all
        and singular the rights, benefits, privileges, easements, tenements,
        hereditaments, and appurtenances thereon or in anywise appertaining to such
        real
        property; and all right, title and interest of 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;

       

      (c) The
        SPE’s
        interest as landlord in the “Leases,”
being
        all leases of space or other occupancy agreements affecting the Improvements,
        including leases or occupancy agreements which may 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      be
        made
        by 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 SPE as landlord in connection therewith.

       

      (d) The
        “Personal
        Property,”
being
        all right, title and interest of SPE in and to all tangible personal property
        located at the Real Property and now or hereafter used by 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 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 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 SPE in and to all intangible personal property
        now or hereafter used by them 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 names of the Improvements;
        the
        plans and specifications for the Improvements; rights of 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 Seller’s ownership of SPE), all warranties;
        indemnities; claims against third parties; claims against tenants for tenant
        improvement reimbursements; all contract rights of 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 Seller 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”

       

      1.2Purchase
        Price.
        The
        total Purchase Price for the Property shall be $101,000,000.00. The entire
        Purchase Price, subject to prorations and adjustments as provided herein,
        shall
        be payable at Closing. 

       

      1.3Seller
        Remedies.
        In the
        event Purchaser breaches or defaults in its obligations under this Agreement,
        such breach or default shall not have been cured by Purchaser within ten
        (10)
        Business Days (as defined in the LLC Agreement) after notice from Seller,
        and
        Seller is not in default hereunder, Seller shall have the right to terminate
        this Agreement and to thereupon exercise any and all rights or remedies to
        which
        Seller may be entitled under that certain Contribution and Investment Agreement,
        dated the date hereof (“Master Contribution Agreement”) among Seller, Purchaser
        and Maguire Macquarie Office LLC (the “Venture”).

       

      1.4Purchaser
        Remedies.
        Subject
        to the immediately following sentence, Purchaser’s sole and exclusive remedies
        in the event Seller breaches or defaults in its obligations under this
        Agreement, and such breach or default shall not have been cured by Seller
        within
        ten (10) Business Days after notice from Purchaser, and provided Purchaser
        shall
        not be in default hereunder, shall be to enforce specific performance of
        Seller’s obligation to close the transactions provided for herein, or to
        terminate this Agreement. The foregoing notwithstanding, if Seller’s default or
        breach hereunder is the result of an intentional act or omission of Seller
        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,
        

       


      
        
          
          

        

        
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      Purchaser
        may assert and seek judgment as to all other remedies available to it at
        law or
        in equity, which remedies shall be cumulative. In
        addition to the foregoing, Purchaser’s remedies for a Seller default shall be
        governed by the Master Contribution Agreement.

       

      ARTICLE
        2: INSPECTION

       

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

       

      2.2Due
        Diligence.
        Purchaser shall have until October 31, 2005 (the “Diligence
        Expiration Date”)
        in
        which to examine, inspect, and investigate the Property and, in Purchaser’s sole
        and absolute judgment and discretion, to determine whether the Property is
        satisfactory to Purchaser and to obtain appropriate internal approval to
        proceed
        with this transaction. Purchaser may terminate this Agreement pursuant to
        this
Section 2.2
        by
        giving notice of termination (the “Due
        Diligence Termination Notice”)
        to
        Seller on or before the Diligence Expiration Date. This Agreement shall continue
        in full force and effect if Purchaser 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.
        Purchaser 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 Seller’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 Purchaser and preapproved by Seller in it’s
        reasonable discretion. Purchaser 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 Seller harmless from all claims asserted against and any loss, harm,
        damages, cost, or liability suffered by Seller as a result of Purchaser’s or its
        representatives or contractors entry onto or activities with respect to the
        Property. If any inspection or test disturbs the Property, Purchaser will
        restore the Property to its condition before any such inspection or test.
        During
        the pendency of this Agreement, Purchaser 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 Seller’s, SPE’s or its property manager’s
        possession or control, all at Purchaser’s sole cost and expense. Purchaser shall
        have the right to conduct a “walk-through” of the Real Property before the
        Closing upon appropriate notice to Seller, and if Seller so elects, accompanied
        by Seller. In the course of its investigations, and subject to Seller’s
        reasonable oversight and prior consent, Purchaser 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.
        Seller
        shall use commercially reasonable efforts to secure and deliver to Purchaser,
        as
        Seller receives same, by no later than five (5) Business Days before the
        Closing, executed estoppel certificates from the tenants of the 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. Seller shall provide Purchaser with copies of the tenant
        estoppels for Purchaser’s review and comment before delivering the tenant
        estoppels to tenants, and shall initially seek to have the tenants sign the
        form
        of 

       


      
        
          
          

        

        
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      estoppel
        attached hereto as Exhibit I
        (supplemented to reflect any tenant specific issues as may be commercially
        reasonable). Purchaser’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 Seller
        in
Section 7.1
        have
        been delivered to and are satisfactory to Purchaser 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 Improvements consistent with the Rent Roll and the
        representations of Seller in Section 7.1
        have
        been delivered to and are satisfactory to Purchaser 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 Purchaser in its reasonable
        discretion, Seller shall not be required to correct the alleged objectionable
        facts. If Seller is unable, for any reason whatsoever, to obtain sufficient
        tenant estoppels to satisfy the requirements of this Section 2.4,
        Seller
        shall be permitted to substitute therefor one or more “owner estoppels” for
        tenants in the aggregate comprising no more than five percent (5%) of the
        total
        rentable square footage of the Improvements. Any such owner estoppel shall
        be
        executed by Seller on the same form and contain the same information and
        representations and warranties that the tenant was required to provide, except
        that Seller 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 Purchaser for the purposes of determining their
        acceptability to Purchaser, if
        the
        facts, if assumed to be true, would be materially inconsistent with any of
        Seller’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.

       

      2.5Property
        Management Contracts; Employees.
        Concurrently with the Closing, Seller shall cause any property management
        and
        leasing agreements for the Real Property to be terminated, and Purchaser
        shall
        cause 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 Purchaser is not agreeing to acquire or acquiring
        any employees of Seller in connection with the transactions contemplated
        by this
        Agreement.
        Both
        before and after Closing, Seller shall comply with, and indemnify Purchaser
        and
        SPE against any and all losses and damages which incurred in connection with
        any
        violation of, any and all laws, regulations, rules and orders applicable
        to
        employees of SPE, other than employees of SPE who are hired by SPE after
        Closing.

       

      2.6Ground
        Leases.
        It shall
        be a condition precedent to the obligation of Purchaser to close the purchase
        of
        the Ownership Interests in the SPE that as of Closing: (1) Purchaser shall
        have received from the ground lessor to SPE an estoppel letter in form and
        substance reasonably satisfactory to Purchaser; (2) there shall not exist
        any uncured default under any ground lease to SPE; and (3) if required (or
        if there is any reasonable doubt regarding the need for such a consent) under
        any ground lease to SPE, ground lessor to SPE shall have consented to the
        transactions contemplated hereby, such consent shall have been granted upon
        terms and conditions reasonably satisfactory to Purchaser and ground lessor
        to
        SPE shall have executed and delivered any documents or instruments necessary
        or
        reasonably appropriate in connection with such consent which documents and
        instruments shall be reasonably satisfactory to Purchaser. All transfer or
        other
        fees, costs and expenses charged in connection with the consent of the ground
        lessor shall be paid by Seller. If the foregoing conditions relating to the
        ground lease of SPE are not satisfied as of Closing, Purchaser may elect
        to
        proceed as provided in Section 5.2
        below,
        provided that 

       


      
        
          
          

        

        
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      Purchaser
        may elect to proceed with Closing only if any required consent of the ground
        lessor to SPE to the transactions contemplated hereby has been
        obtained.

       

      2.7[Intentionally
        Omitted.]. 

       

      2.8CCRs.
        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 Purchaser’s request, with respect to a
        particular CCR, Seller shall use commercially reasonable efforts to secure
        and
        deliver to Purchaser prior to Closing an estoppel certificate (“CCR
        Estoppel”),
        in
        form and substance reasonably satisfactory to Purchaser, 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.
        Seller
        has caused to be prepared and delivered to Purchaser prior to the date of
        this
        Agreement a current, effective commitment for title insurance for the Real
        Property (the “Title
        Commitment”)
        issued
        by the Title Company, in the amount of the Purchase Price, accompanied by
        complete and legible copies of all documents referred to in the Title
        Commitment, and Purchaser is unaware of anything missing or defective in
        connection therewith. Seller has ordered one or more duly licensed surveyors
        to
        prepare updates of its existing survey of the Real Property (the “Survey”),
        and
        will take such actions as are requested by Purchaser and as are commercially
        reasonable in order that Purchaser may obtain an ALTA-ACSM survey of the
        Real
        Property. Seller will arrange for Uniform Commercial Code, judgment, tax
        lien,
        and litigation searches in the name of Seller, 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 Commitments, 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, Purchaser shall provide to Seller and to the
        Title Company, Purchaser’s objections to title matters shown in the Title
        Documents’; provided, however, that if Purchaser 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
        delayed document) only, Purchaser 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. Seller will cooperate with Purchaser in curing
        the
        objections Purchaser has to title to the Property, but Seller 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 (excluding however, the liens that secure the debt contemplated under
        Section 7.1(j)
        hereof),
        which liens and security interests Seller shall cause to be released (or
        bonded
        over in a manner reasonably satisfactory to Purchaser) at the Closing. Seller
        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 Seller. If Seller 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 Purchaser in Purchaser’s
        reasonable discretion prior to Closing, then, except as set forth in the
        second
        sentence of this Section 3.2,
        Seller
        shall have no liability to Purchaser on account of such failure and Purchaser
        may elect to terminate this Agreement by delivering written notice to Seller
        prior to Closing. Upon delivery of such termination notice by Purchaser,
        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


       


      
        
          
          

        

        
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      or
        modify
        the conditions to obtaining any endorsement requested by Purchaser, then
        Purchaser may terminate this Agreement if provision for their removal or
        modification reasonably satisfactory to Purchaser is not made. Purchaser
        shall
        have been deemed to have approved any title exception that Seller is not
        obligated to remove (it being understood and agreed that Seller shall be
        obligated to remove or bond over, to Purchaser’s reasonable satisfaction, all
        liens and security interests of a definite or ascertainable monetary amount
        which may be removed by the payment of money other than those contemplated
        under
Section 7.1(j))
        and to
        which either Purchaser did not object as provided above, or to which Purchaser
        did object, but with respect to which Purchaser did not terminate this
        Agreement.

       

      3.3Delivery
        of Title Policy at Closing.
        As a
        condition to Purchaser’s obligation to close, the Title Company shall deliver to
        Purchaser at Closing for each parcel of Real Property and the 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 Purchase Price,
        containing coverage substantially equivalent to or better than the coverage
        currently available to Seller under its existing title insurance policy,
        insuring SPE as owner of the ground leasehold estate, to the Real Property,
        and
        subject only to the Permitted Exceptions, and providing the Purchaser’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 Seller 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. “Purchaser’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 Seller’s existing title policy; and (4) such other
        endorsements as Purchaser may reasonably require based on its review of the
        Title Commitment and Survey, but only with respect to title exceptions not
        taken
        on SPE’s existing title policy. Seller 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. Seller
        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 Purchaser and the date
        of
        Closing.

       

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

       

      ARTICLE
        4: OPERATIONS
        AND RISK OF LOSS

       

      4.1Ongoing
        Operations.
        During
        the pendency of this Agreement, Seller 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 Seller 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 Purchaser’s obligations hereunder as provided
        in Section 5.2:

       

      (a) Preservation
        of Business.
        Seller
        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 

       


      
        
          
          

        

        
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      excepted),
        preserve the good will and advantageous relationships of Seller 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 Seller contained herein
        to
        become inaccurate in any material respect or any of the covenants of Seller
        to
        be breached.

       

      (b) Maintenance
        of Insurance.
        Seller
        shall cause SPE to continue to carry its or their existing insurance with
        respect to 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
        Purchaser’s prior written consent in each instance, which will not be
        unreasonably withheld, Seller 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 Purchaser
        after
        the Closing, except in the ordinary course of business.

       

      (d) Listing
        and Other Offers.
        Seller
        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.
        Seller
        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 Purchaser’s prior written consent in each instance,
        which will not be unreasonably withheld.

       

      (f) Removal
        and Replacement of Personal Property.
        Seller
        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.

       

      (g) Maintenance
        of Permits.
        Seller
        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.
        Seller
        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 Purchaser (which consent may be withheld in Purchaser’s sole and
        absolute discretion), the Seller shall not permit 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;

       

       


      
        
          
          

        

        
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      (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 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) and 4.1(i) only, the
        foregoing covenant shall survive the Closing.

       

      4.2Operating
        Expenses.
        Excluding operating expenses that tenants are obligated to pay directly and
        any
        work not contracted for by Seller, Seller shall cause 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,
        Seller
        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 Purchaser 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 Seller until the Closing,
        when full risk of loss with respect to the Property shall pass to Purchaser.
        Seller shall promptly give Purchaser 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) Seller shall, to the extent possible,
        begin repairs prior to the Closing out of any insurance proceeds received
        by
        Seller for the damage, (2) at Closing Purchaser 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 Seller for the damage, (3) any uninsured damage or
        deductible (including rent abatement not covered by rent loss 

       


      
        
          
          

        

        
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      insurance),
        as reasonably agreed upon by Purchaser and Seller, shall be credited to
        Purchaser at Closing, and (4) Purchaser shall assume the responsibility for
        the repair after the Closing. If such damage is material, Purchaser may elect
        by
        notice to Seller given within fourteen (14) days after Purchaser is notified
        of
        such damage (and the Closing shall be extended, if necessary, to give Purchaser
        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 Improvements exceeds Five
        Percent (5%) of the Agreed Value for such Improvement.

       

      4.4Condemnation.
        Seller
        shall promptly give Purchaser notice of any eminent domain proceedings that
        it
        learns are contemplated, threatened or instituted with respect to the Real
        Property. By notice to Seller given within fourteen (14) days after Purchaser
        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 Purchaser the full 14 day period to make such election, Purchaser 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 Improvements, or proceed under this Agreement, in which latter
        event
        Seller shall, at the Closing, assign to Purchaser its entire right, title
        and
        interest in and to any condemnation award, and Purchaser 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”).
        Except to the extent held pursuant to that certain Blocked Account Agreement
        of
        even date herewith (the “Blocked Account Agreement”) between Buyer and Seller,
        funds shall be deposited into and held by Title Company in a closing escrow
        account with a bank satisfactory to Purchaser and Seller. Upon 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 Seller, Purchaser. The Title Company shall
        agree
        in writing with Seller, Purchaser that release of funds to the Seller 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, Seller,
        Purchaser 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 Seller,
        on
        the one hand, and Purchaser, on the other hand, to consummate, and the
        obligation of the Purchaser 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;

       

       


      
        
          
          

        

        
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      (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) As
        a
        condition to Purchaser’s obligation to close, Sections
        2.4, 2.5, 2.6,
        and
        3.3,
        shall
        have been fully complied with; and as a condition to Seller’s obligation to
        close, the consents required under Section 2.6 shall have been
        obtained;

       

      (e) 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 SPE, the Property or the other party’s ability to perform its
        obligations under this Agreement;

       

      (f) As
        a
        condition to Purchaser’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;

       

      (g) 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;

       

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

       

      (i) As
        a
        condition to Purchaser’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;

       

      (j) As
        a
        condition to Purchaser’s obligation to close, at Closing SPE shall be in default
        under any material agreement, and Seller shall not be in default under any
        material agreement to be assigned to, or obligation to be assumed by, Purchaser
        under this Agreement;

       

      (k) As
        of the
        Closing, Seller shall have obtained new non-recourse (except for customary
        non-recourse carveouts which, if required, shall be guaranteed by the Venture)
        debt financing, in the amount of $95,000,000 for Cerritos Corporate Center
        I and
        II (or such lesser amount as the Purchaser may accept) on substantially the
        terms contained in the draft commitment for such Financing from La Salle
        Bank
        previously delivered to Purchaser and otherwise on terms reasonably satisfactory
        to Purchaser. Said loan shall be secured by a new first mortgage or trust
        deed
        on Cerritos Corporate Center I and II. 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 

       


      
        
          
          

        

        
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      for
        endorsements required by any lender, and any other costs and expenses relating
        to said loan) shall be paid by the Seller.

       

      (l) As
        of the
        Closing, the pledge of the Ownership Interests pursuant to that certain Credit
        Agreement dated as of March 15, 2005, among Maguire Properties, Inc., Maguire
        Properties, L.P., Maguire Properties Holdings I, LLC, Credit Suisse First
        Boston
        as collateral agent and administrative agent (the “Credit
        Facility”),
        and
        the lenders and other parties thereto, shall have been terminated;
        and

       

      (m) Escrow
        Agent shall have delivered to Seller and the Venture all funds specified
        in the
        Joint Written Direction referred to in Sections 5.3(r) and 5.4(g) hereof,
        and
        the parties to this Agreement shall have received all amounts to which they
        are
        entitled from prorations and adjustments provided herein.

       

      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 party (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 the other party is entitled to and 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 Seller of its covenants in Section 4.1(b), 4.1(d) and 4.1(i), in
        which case the Closing shall not relieve Seller 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.

       

      Seller
        and Purchaser 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
        contribution agreement dated of even date herewith between Purchaser and
        the
        Venture relating to the subsequent contribution of the Ownership Interests
        in
        SPE by Purchaser to the Venture (the “Cerritos
        Contribution Agreement”),
        (B) that certain contribution agreement between Purchaser, Seller and the
        Venture dated of even date herewith relating to the Ownership Interests in
        Maguire Properties - Stadium Gateway (the “Stadium
        Gateway Contribution Agreement”);
        and
        (C) the Master
        Contribution Agreement,
        (the
        Master Contribution Agreement, together with the Stadium Gateway Contribution
        Agreement and the Cerritos Contribution Agreement, being herein collectively
        referred to as the “Additional
        Agreements”);
        and
        (ii) any default by (u) Maguire Macquarie Office LLC under the Cerritos
        Contribution Agreement shall be a default by Seller under this Agreement,
        (v) Macquarie Office II LLC under the Cerritos Contribution Agreement shall
        be a default by Purchaser under this Agreement; (w) Macquarie Office II LLC
        under the Master Contribution Agreement shall be a default by Purchaser under
        this Agreement; (x) Maguire Properties, L.P. under the Master Contribution
        Agreement shall be a default by Seller under this Agreement; (y) Macquarie
        Office II LLC under the Stadium Gateway Contribution Agreement shall be a
        default by Purchaser under this Agreement; and (z) Maguire Properties, L.P.
        under the Stadium Gateway Contribution Agreement shall be a default by Seller
        under this Agreement.

       

       


      
        
          
          

        

        
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      5.3Seller’s
        Deliveries.
        Prior to
        the Closing, and as additional conditions to the obligations of Purchaser
        hereunder, Seller 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 Seller with respect to SPE, absolutely and unconditionally
        assigning, contributing, transferring, conveying and delivering to Purchaser
        good, indefeasible title to and ownership of one hundred percent (100%) of
        the
        Ownership Interests in SPE free and clear of all security interests, liens,
        charges and encumbrances.

       

      (b) [Intentionally
        Omitted.]

       

      (c) Certificate.
        A
        certificate from Seller 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 Seller 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 Seller 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).

       

      (d) Ground
        Lessor Consents and Estoppels.
        All
        ground lessor estoppels and consents pursuant to Section 2.6.

       

      (e) 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;

       

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

       

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

       

      (h) [Intentionally
        Omitted.]

       

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

       

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

       

      (k) CCRs.
        Any CCR
        Estoppels obtained by Seller;

       

      (l) Authority.
        Evidence of the existence, formation and authority of Seller and SPE and
        of the
        authority of the persons executing documents on behalf of Seller and 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;

       

      (m) [Intentionally
        Omitted.]

       

      (n) [Intentionally
        Omitted.]

       

       


      
        
          
          

        

        
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      (o) Reliance
        Letters.
        Reliance letters addressed to and for the benefit of SPE and Purchaser 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;

       

      (p) [Intentionally
        Omitted.]

       

      (q) [Intentionally
        Omitted.]

       

      (r) Joint
        Written Direction.
        A Joint
        Written Direction (as defined in the Blocked Account Agreement) directing
        the
        Escrow Agent (as defined in the Blocked Account Agreement) to disburse
        $101,000,000 to Seller (subject to prorations and adjustments required
        hereunder) and $122,413,158 to Venture (subject to prorations and adjustments
        required under the Master Contribution Agreement) and the remaining portion
        of
        the Initial Escrow Amount (as defined in the Blocked Account Agreement),
        if any,
        as directed by the closing statement.

       

      (s) Property
        Management and Leasing Agreement.
        A
        counterpart signature page to the Property Management and Leasing Agreement
        executed by Seller and Venture (in its capacity as owner of the Ownership
        Interests in the SPE subsequent to the closing under the Cerritos Contribution
        Agreement) in the form attached hereto as Exhibit
        L;
        and

       

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

       

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

       

      (a) Monies.
        To
        Escrow Agent, $101,000,000, plus or minus applicable prorations and adjustments
        required hereunder, in immediate, same-day federal funds;

       

      (b) 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;

       

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

       

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

       

      (e) [Intentionally
        Omitted.]

       

      (f) [Intentionally
        Omitted.]

       

      (g) Joint
        Written Direction.
        A Joint
        Written Direction directing Escrow Agent to disburse $101,000,000 to Seller
        (subject to prorations and adjustments required hereunder) and $122,413,158
        to
        Venture (subject to prorations and adjustment required under the Master
        Contribution Agreement) and the remaining portion of the Initial Escrow Amount
        (as defined in the Blocked Account Agreement), if any, as directed by the
        closing statement. 

       

       


      
        
          
          

        

        
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      (h) Assignment
        of Ownership Interests.
        A
        counterpart signature page to the Assignment executed by Purchaser;

       

      (i) Amended
        Operating Agreement.
        With
        respect to SPE, an amendment to the limited liability company agreement of
        SPE
        providing for a change in the sole member thereof from Seller to Purchaser;
        and

       

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

       

      5.5Closing
        Statements/Escrow Fees.
        Seller
        and Purchaser 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 Purchaser, and Purchaser shall pay the cost of all due diligence
        expenses of Purchaser as well as real estate closing costs customarily borne
        by
        a purchaser of real estate (the parties acknowledging that Venture will
        ultimately be responsible for the foregoing costs pursuant to, and upon the
        closing under, the Cerritos Contribution Agreement). If Seller and Purchaser
        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. 

       

      5.6Sales,
        Transfer, and Documentary Taxes.
        If and
        to the extent required by the applicable law or governmental agency, Seller
        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 Purchaser 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.
        Seller
        hereby agrees that it shall pay and be responsible for any and all state
        or
        local transfer, deed, sales or similar taxes and fees which may be or become
        applicable to the transactions contemplated by the Cerritos Contribution
        Agreement.

       

      5.7Possession.
        At the
        time of Closing, Seller shall convey and assign to Purchaser the Ownership
        Interests, subject only to the Permitted Exceptions.

       

      5.8Delivery
        of Books and Records.
        At the
        Closing, except to the extent maintained by the respective SPE or the property
        managers of the Improvements, Seller shall deliver to the offices of the
        SPE’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 Seller’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. Seller
        shall
        cooperate with Venture after Closing to transfer to SPE any such information
        stored electronically.

       

      5.9Management
        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.

       

      5.10Parking
        Agreements.
        At
        Closing, Seller shall assign to SPE all its agreements relating to
        parking
        that do
        not otherwise run to and for the benefit of and are enforceable directly
        by
        SPE.

       

       


      
        
          
          

        

        
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      ARTICLE
        6: PRORATIONS
        AND ADJUSTMENTS

       

      6.1Prorations.
        Not less
        than ten (10) Business Days prior to Closing, Seller shall provide to Purchaser
        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 Seller and Purchaser, 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 Purchaser:

       

      (a) Ground
        Leases.
        The
        rent and all other payments under the ground leases shall be prorated as
        of the
        close of the day immediately preceding the Closing.

       

      (b) Taxes
        and Assessments.
        Seller
        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. Purchaser 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 Purchaser 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 Seller to Purchaser or by Purchaser to Seller 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. Purchaser 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 Seller or Purchaser in connection with the reduction of
        real
        estate taxes benefiting each of Seller’s and Purchaser’s period of ownership,
        respectively, also shall be prorated.

       

      (c) Collected
        Rent.
        Purchaser shall receive a credit for any rent and other income (and any
        applicable state or local tax on rent) under Leases collected by Seller before
        Closing that applies to any period after Closing. Uncollected rent and other
        uncollected income shall not be prorated at Closing. After Closing, Purchaser
        shall apply all rent and income collected by Purchaser 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 Seller, after deducting
        collection costs, any rent properly allocable to Seller’s period of ownership.
        Purchaser 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. Seller 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. Seller 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 Purchaser’s aforesaid attempts
        to collect such amounts have been unsuccessful, such amounts have been past
        due
        for more than 180 days, Seller provides at least ten (10) Business Days prior
        written notice to and approval (not to be unreasonably withheld) by Purchaser
        of
        its intended collection notices and copies of all communications it intends
        to
        send to such tenant, and obtains Purchaser’s prior written consent (not to be
        unreasonably withheld) to any proposed legal action. In no event shall Seller
        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 Seller or Purchaser after Closing
        which are owed to the other shall be held in trust and remitted to the other
        promptly after receipt.

       

       


      
        
          
          

        

        
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      (d) Operating
        Expense Pass-throughs.
        Taxes,
        insurance, utilities, maintenance and other operating costs and expenses
        incurred by Seller or SPE in connection with the ownership, operation,
        maintenance and management of the Property (collectively, Operating
        Expenses”)
        shall
        be prorated as of the Closing. Seller or 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
        Seller or 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, Purchaser shall receive a credit for the excess
        or, if the excess cannot be determined at Closing, Purchaser shall receive
        a
        credit based upon an estimate, and the parties shall make an adjusting payment
        between them when the correct amount can be determined. In either event,
        Purchaser shall be responsible for crediting or repaying those amounts to
        the
        appropriate tenants. If Seller or SPE collected estimated prepayments of
        Operating Expense Pass-throughs attributable to any period after Closing,
        Seller
        shall pay or credit any such amounts to Purchaser at Closing.

       

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

       

      (f) Utilities.
        Seller
        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,
        Seller
        shall prepare and present to Purchaser a final calculation of:
        (i) Operating Expense Pass-throughs; and (ii) the revenues and
        expenses described in Section 6.1, each for Seller’s period of ownership of
        the Ownership Interests. Such final calculation shall include a general ledger
        pertaining to the portion of the year under Seller’s ownership along with
        supporting documentation of tenant’s calculations and base year determinations
        (if applicable). Purchaser 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 Seller or SPE collected payments of Operating
        Expense Pass-throughs in excess of any tenant’s share of such expenses,
        Purchaser shall receive a credit for the excess and shall be responsible
        for
        crediting or repaying those amounts to the appropriate tenants. If Seller
        or 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.
        Purchaser shall attempt to collect such sums in accordance with Section 6.1(c),
        but
        Seller 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 Seller or Purchaser, as the
        case
        may be, shall make an appropriate payment to the other to remedy such
        inaccuracy.

       

       


      
        
          
          

        

        
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      6.3Leasing
        Commissions.
        Seller
        represents and warrants to each of Purchaser 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, Purchaser 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 Purchaser after the date hereof.
        Seller
        represents and warrants to Purchaser that to Seller’s knowledge, none of the
        leasing commissions due or to become due on the renewal or 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 Purchaser 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, Seller has not completed and paid in full Existing TI Obligations,
        then
        Seller 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, Purchaser shall reimburse Seller for the cost for New TI Obligations
        properly performed and paid for by Seller if the related Lease or Lease
        amendment or such obligations were expressly approved in writing by Purchaser,
        and Purchaser shall assume the obligation to perform and pay for such New
        TI
        Obligations.

       

      (c) Change
        Orders.
        Seller
        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 Purchaser’s prior written approval.

       

      (d) Evidence
        of Payment.
        At
        Closing, Seller 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, Seller shall indemnify, defend and hold Purchaser harmless with
        respect to any and all such claims.

       

      (e) Assignment
        of Construction-Related Contracts.
        If
        Purchaser is responsible for completing tenant improvements pursuant to the
        foregoing provisions, at Closing Seller shall assign to 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 Purchaser, and
        Seller
        further shall cause to be delivered to Purchaser 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
        Purchaser.

       

      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 Seller hereby represents and
        warrants is attached as Exhibit O
        hereto,
        shall be transferred or credited to Purchaser at Closing. As of the Closing,
        Purchaser 

       


      
        
          
          

        

        
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      shall
        assume Seller’s obligations related to tenant security deposits, but only to the
        extent they are properly credited or transferred to Purchaser.

       

      6.6Wages.
        Purchaser does not, and at the Closing SPE will not, employ any employees.
        Purchaser is not hiring any employees currently employed by Seller, 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 severance pay and other compensation accruing before Closing
        for
        employees at the Real Property or arising from any termination or transfer
        of
        such employees by Seller or from the transactions contemplated by this
        Agreement. Purchaser 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.
        Seller
        shall receive a credit for the amount of deposits, if any, with utility
        companies that are transferable and that are assigned to Purchaser at the
        Closing.

       

      6.8Sales
        Commissions.
        Each of
        Seller and Purchaser 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 Purchaser, other than
        Deutsche Bank, which shall be paid solely by Seller, and Macquarie Capital
        Partners, which shall be paid solely by Purchaser. 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.
        Seller
        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 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

       

      7.1Seller’s
        Representations and Warranties.
        For
        purposes of this Agreement, “Seller’s
        Knowledge”
shall
        mean the actual knowledge of Dallas Lucas, Mark Lammas, and Javier Bitar,
        without any duty of inquiry on the part of any of them. As a material inducement
        to Purchaser to execute this Agreement and consummate this transaction, Seller
        represents and warrants to Purchaser, as of the date of this Agreement with
        respect to itself and the Property as follows:

       

      (a) Formation
        and Authority.

       

      (i) Seller
        has been duly formed, is validly existing, and is in good standing as a Maryland
        limited partnership. Seller is in good standing and is qualified to do business
        in each jurisdiction in which it is required to be so qualified. Seller has
        the
        full right and authority and, subject to the consents it or SPE are seeking
        as
        described herein, 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 Seller at the Closing will be, authorized and
        properly executed and constitute, or will constitute, as appropriate, the
        valid
        and binding obligations of Seller, enforceable in accordance with their
        terms.

       

       


      
        
          
          

        

        
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      (ii) SPE
        has
        been duly formed, is validly existing, and is in good standing as a limited
        liability company under its jurisdiction of formation. SPE is in good standing
        and is qualified to do business in the state in which the Real Property that
        it
        owns is located. SPE has the full right and authority and, subject to the
        consents it, and Seller are seeking as described herein, has obtained any
        and
        all authorizations and consents required to consummate or cause to be
        consummated the transactions contemplated hereby.

       

      (b) Consents
        and Approvals; No Violation.
        Neither
        the execution and delivery of this Agreement by Seller nor the consummation
        by
        Seller of the transactions contemplated hereby will (a) require Seller 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 Seller or SPE; (c)
        once
        the consents being sought as described herein 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 Seller 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 Seller 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.
        Seller
        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.
        Once
        the consents being sought as described herein are obtained, there will be
        no
        agreement to which Seller or SPE is a party or binding on Seller or SPE which
        is
        in conflict with this Agreement, or which challenges or impairs Seller’s ability
        to execute or perform its obligations under this Agreement. Neither Seller
        nor
        SPE has received written notice of any action, suit or proceeding before
        any
        court or governmental agency or body against or affecting Seller or SPE or
        the
        Property that would prevent Seller from performing its obligations hereunder,
        and to Seller’s Knowledge, none is threatened. Neither Seller nor SPE has
        received any written notice of any condemnation, eminent domain or similar
        proceedings with regard to the Real Property, and to Seller’s Knowledge, none is
        threatened. Neither Seller 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 Seller’s
        Knowledge, none is threatened.

       

      (e) Leases
        and Rent Roll.
        The
        documents constituting the Leases that are delivered to Purchaser 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. SPE are the lessors
        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. SPE has
        not
        entered into any lease or occupancy agreements affecting any portion of the
        Real
        Property or the 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 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
        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 

       


      
        
          
          

        

        
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      performed
        in full. No tenant having a Lease affecting the Property is an affiliate
        of or
        controlled by or under common control with Seller.

       

      (f) Service
        Contracts; Operating Statements.
        The
        list of Service Contracts to be delivered to Purchaser 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
        Purchaser are true, correct and complete copies of all of the Service Contracts
        affecting the Property. No SPE has received written notice of any material
        default under any Service Contract.

       

      (g) Permits,
        Legal Compliance, and Notice of Defects.
        Neither
        Seller 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 its SPE Property, including, without limitation, certificates
        of occupancy necessary for the occupancy of the Improvements, and to Seller’s
        Knowledge no SPE fails to have any such licenses, permits or certificates.
        Neither Seller 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 Seller’s
        Knowledge, there is no such violation. Neither Seller 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 Seller 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
        Seller 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 Seller’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, including laws and regulations
        regulating emissions, discharges, releases or threatened releases of, or
        exposure to, Hazardous Materials, or the manufacture, processing, distribution,
        use, treatment, storage, disposal, transport or handling of Hazardous Materials.
        The term “Hazardous
        Materials”
means
        chemicals, pollutants, 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) To
        Seller’s Knowledge, the Real Property is an independent unit which does not now
        rely on any facilities (other than facilities covered by easements 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).

       

      (j) [Intentionally
        Omitted.]

       

      (k) 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 

       


      
        
          
          

        

        
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      to
        the
        Real Property to which Seller or its agents is a party and which would be
        binding on Purchaser after Closing.

       

      (l) ERISA.
        None of
        the assets of Seller 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.

       

      (m) 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), 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. SPE has not received any written notice of a tax liability,
        deficiency or assessment with respect to SPE 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 Seller’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 of SPE. There are not in
        effect
        any waivers or extensions with respect to taxes payable by any of
        SPE.

       

      (iii) Except
        as
        set forth on Exhibit
        Y,
        to
        Seller’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
        Seller’s Knowledge, the total gross revenues generated by the SPE Property
        between January 1, 2004, 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 

       


      
        
          
          

        

        
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      or
        liability for any Taxes of any other person as a result of transferee liability,
        joint and several liability, or liability under a contract.

       

      (vii) To
        Seller’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.

       

      (n) 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.

       

      (o) Ground
        Leases.
        The
        copy of the ground lease to SPE that has been delivered or made available
        to
        Purchaser pursuant hereto is a true, correct and complete copy of the ground
        lease, including any and all amendments or supplements thereto. The documents
        listed on Exhibit V
        are all
        of the documents and instruments in effect with respect to the ground lease
        to
        SPE. No leasing or similar commissions are due, nor will any become due,
        in
        connection with the ground lease to SPE or any renewal or extension or expansion
        thereof. Seller has not received any written notice of any default or breach
        from the ground lessor to SPE and, to Seller’s knowledge, no party is in default
        under the ground lease to SPE. 

       

      (p) OFAC.
        (a)
        Seller, and to Seller’s Knowledge each person or entity owning an interest in
        Seller other than people or entities owning an interest through Maguire
        Properties, Inc., is (i) not currently identified on 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
        Seller
        constitute property of, or are beneficially owned, directly or indirectly,
        by
        any Embargoed Person (as hereinafter defined), (c) to Seller’s Knowledge, no
        Embargoed Person has any interest of any nature whatsoever in Seller (whether
        directly or indirectly)] and (d) Seller 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 Seller is prohibited by law or Seller is in
        violation of law.

       

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

       

      (r) Other
        Encumbrances.
        With
        the exception of the pledge of the Ownership Interests pursuant to the Credit
        Facility, 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 Purchaser or Venture. SPE is not obligated to issue additional
        ownership interests or to distribute additional ownership interests to any
        other
        parties whatsoever.

       

      (s) Other
        Assets.
        Since
        the formation of SPE, the only real property asset that SPE has owned, directly
        or indirectly, is the Real Property owned thereby on the date hereof, and
        the
        only business SPE has engaged in, directly or indirectly, is the ownership
        and
        operation of such Real Property. SPE does not own, control or hold with the
        power to vote, directly or indirectly, any shares of capital stock or 

       


      
        
          
          

        

        
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      beneficial
        interest in any corporation, partnership, limited liability company,
        association, joint Purchaser or other entity.

       

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

       

      (u) Financial
        Statements.
        The
        Seller will prior to the Closing deliver to Purchaser copies of the financial
        statements for SPE as of September 30, 2005 (collectively, the “Financial
        Statements”).
        Each
        of the Financial Statements has been or 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 each presents fairly
        the
        financial position of SPE, as of its date and the results of their 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 SPE, 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
        SPE is located; and (ii) changes in the real estate industry generally and
        the office building leasing market specifically. 

       

      (v) 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 SPE have been delivered to the
        Purchaser.

       

      (w) Capitalization.
        The
        Ownership Interests in 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 Seller and, except for the pledge of the Ownership Interest
        pursuant to the Credit Facility, free and clear of any and all liens. Except
        for
        the pledge of the Ownership Interest pursuant to the Credit Facility, the
        Seller
        has not previously assigned, transferred or encumbered the applicable Ownership
        Interests in SPE. None of the Ownership Interests in SPE are 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 Seller 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 SPE.

       

      (x) Claims
        Against Officers and Managers.
        Seller
        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 SPE, and to Seller’s
        Knowledge, there are none.

       

      Seller
        also shall require, and shall take reasonable measures to ensure compliance
        with
        the requirement, that no person who owns any other direct interest in Seller
        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 Seller 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, SELLER IS SELLING THE OWNERSHIP INTERESTS
        TO PURCHASER, AND PURSUANT THERETO SELLING ALL OTHER 

       


      
        
          
          

        

        
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      PROPERTY
        TO PURCHASER, 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 SELLER, SPE, OR ANY OF THEIR RESPECTIVE
        AFFILIATES, AGENTS, SHAREHOLDERS, MEMBERS, PARTNERS, OFFICERS, PRINCIPALS,
        EMPLOYEES, COUNSEL, REPRESENTATIVES OR CONTRACTORS (COLLECTIVELY, THE “SELLER
        PARTIES”) HAVE MADE OR ARE NOW MAKING, AND PURCHASER HAS NOT RELIED UPON AND
        WILL NOT RELY UPON (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
        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 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 IMPROVEMENTS OR COMPLIANCE OF THE
        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 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, Purchaser
        and anyone claiming by, through or under Purchaser hereby waives their
        respective right to recover from and fully and irrevocably release the Seller
        Parties from any and all Losses (as hereinafter defined) that they may now
        have
        or hereafter acquire against any of the Seller Parties arising from or related
        to the condition, valuation, salability or utility of the 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 

       


      
        
          
          

        

        
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      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 Purchaser is presently unaware or which
        Purchaser does not presently suspect to exist which, if known to Purchaser,
        would materially affect its release of the Seller Parties. In this connection
        and to the extent permitted by law, Purchaser hereby agrees, represents and
        warrants that it realizes and acknowledges that factual matters now unknown
        to
        it may have given or may hereafter give rise to Losses which are presently
        unknown, unanticipated and unsuspected, and Purchaser further agrees, represents
        and warrants that the waivers and releases herein have been negotiated and
        agreed upon in light of that realization and that Purchaser nevertheless
        hereby
        intends to release, discharge and acquit the Seller Parties from any such
        unknown Losses.

       

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

       

      (a) Formation
        and Authority.
        Purchaser has been duly formed, is validly existing, and is in good standing
        as
        a Delaware limited liability company. Purchaser is in good standing and is
        qualified to do business in each jurisdiction in which it is required to
        be so
        qualified. Purchaser 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 Purchaser
        at the
        Closing will be, authorized and properly executed and constitutes, or will
        constitute, as appropriate, the valid and binding obligation of Purchaser,
        enforceable in accordance with their terms.

       

      (b) Consents
        and Approvals; No Violation.
        Neither
        the execution and delivery of this Agreement by Purchaser nor the consummation
        by Purchaser of the transactions contemplated hereby will (a) require Purchaser
        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 Purchaser; (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 Purchaser is a party;
        or (d)
        violate any order, writ, injunction, decree, judgment, statute, law or ruling
        of
        any court or governmental authority applicable to Purchaser.

       

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

       

      (d) (a)
        Purchaser and each person or entity owning an interest in Purchaser is
        (i) not currently identified on 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
        Purchaser 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 Purchaser (whether directly or indirectly) and (d)
        Purchaser has implemented procedures, and will consistently apply those
        procedures, to ensure the foregoing representations and warranties remain
        true
        and correct at all times.

       

       


      
        
          
          

        

        
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      Purchaser
        also shall require, and shall take reasonable measures to ensure compliance
        with
        the requirement, that no person who owns any other direct interest in Purchaser
        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 Purchaser is through a U.S. Publicly-Traded Entity.

       

      7.3Survival
        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 period of twelve (12) months, except for those representations
        and
        warranties set forth in Sections 7.1(c), 7.1(m) and 7.1(x), 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), 7.1(b), 7.2(b), 7.1(h), 7.1(r), 7.1(s), 7.1(t),
        7.1(v) and 7.1(w) which shall survive indefinitely. Seller and Purchaser
        shall
        have the right to bring an action thereon only if Seller or Purchaser, 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 Purchaser shall not have the right to bring
        an
        action against Seller with respect to the representations and warranties
        set
        forth in Section
        7.1(n),
        without
        first making and exhausting any claims that could reasonably be made under
        the
        Title Policy to compensate such party for the same harm being claimed as
        a
        result of a breach of such representations and warranties by
        Seller.

       

      ARTICLE
        8: INDEMNIFICATION

       

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

       

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

       

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

       

      8.4Procedure.
        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 

       


      
        
          
          

        

        
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      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.

       

      8.5Limitation
        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 7.3
        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
        8.5(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) Seller
        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 such Seller’s indemnification obligations set forth in
Section 8.1
        (“Damages”),
        unless and until the aggregate amount of Damages, when aggregated with the
        amount of Damages sustained by Seller under (and as such term is defined
        in) the
        Master Contribution Agreement (collectively, the "Aggregate
        Damages")
        exceeds $2,000,000 (the “Deductible”);
        provided, however, after the amount of Aggregate Damages exceeds $2,000,000,
        all
        Aggregate Damages in excess of the first $2,000,000 shall be recoverable
        by the
        indemnitee; provided further, however, that Seller’s indemnification obligations
        set forth in Section 8.1,
        and
        Seller’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, when added to Seller’s corresponding
        liabilities under the Master Contribution Agreement, collectively be limited
        to
        an aggregate amount for Seller equal to $30,000,000. 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 Seller 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 Seller to have been false at the time they were made,
        and
        (ii) breaches arising out of actions or omissions of Seller willfully
        performed or omitted in order to cause such breach. In no event shall Seller
        have any liability to any other party for exemplary or punitive damages.
        The
        provisions of this Section 8.5
        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 

       


      
        
          
          

        

        
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      shall
        be
        binding upon and inure to the benefit of the respective legal representatives,
        successors, and assigns of the parties.

       

      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 Purchaser’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 

       


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      


       

      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.

       

      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 Seller,
        and
        Macquarie Capital Partners, which shall be paid solely by Purchaser. 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
        Seller:  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
        Purchaser:  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


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      


      


      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

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                If
                  to Seller: 

              	
                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 Purchaser: 

              	
                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

              
	 	 


      

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      
        	
                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

              


      

    

     

    
      


      9.14Construction.
        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.

       

      9.15Remedies
        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.

       

      9.16Calculation
        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]

       

      9.18Execution
        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.

       

      9.19Further
        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 Purchaser.

       

      9.20Waiver
        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.

       

      9.21Bulk
        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.

       

      9.22Automatic
        Termination.
        This
        Agreement shall be automatically terminated, 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 

       


      
        
          
          

        

        
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      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]


    
 

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


     

    SIGNATURE
      PAGE TO

     

    PURCHASE
      AND SALE AGREEMENT

     

    BY
      AND
      BETWEEN 

     

    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.

     

    SELLER:

     

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

     

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

     

    


     

    
      	 	
              By:

            	 /s/ Richard I. Gilchrist	 


    

    
      	 	
              Name:

            	 Richard I. Gilchrist	 


    

    
      	 	
              Title:

            	  President & Co-CEO	 


    

     

    


     

    PURCHASER:

     

    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