Exh 10.3 10/26/2005 Contribution & Investment


    
      

    

    Exhibit
      10.3
 

     

     

    CONTRIBUTION
      AND INVESTMENT AGREEMENT

     

    AMONG

     

    MAGUIRE
      PROPERTIES, L.P.,

     

    MACQUARIE
      OFFICE II LLC,

     

    and

     

    MAGUIRE
      MACQUARIE OFFICE, LLC

     

    Washington
      Mutual Campus, Irvine California;

     

    San
      Diego Tech Center, San Diego, California; and

     

    Wells
      Fargo Center, Denver, Colorado

     

     

     

    


     

    October
      26, 2005

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      

        
          	
                  ARTICLE
                    1: BASIC TERMS

                	
                  1

                
	
                  1.1

                	
                  Contribution

                	
                  1

                
	
                  1.2

                	
                  Agreed
                    Value

                	
                  3

                
	
                  1.3

                	
                  Contributor
                    Remedies

                	
                  3

                
	
                  1.4

                	
                  Investor
                    Remedies

                	
                  4

                
	
                  ARTICLE
                    2: INSPECTION

                	
                  5

                
	
                  2.1

                	
                  Contributor’s
                    Delivery of Specified Documents

                	
                  5

                
	
                  2.2

                	
                  Due
                    Diligence

                	
                  5

                
	
                  2.3

                	
                  Access

                	
                  5

                
	
                  2.4

                	
                  Tenant
                    Estoppels

                	
                  6

                
	
                  2.5

                	
                  Property
                    Management Contracts; Employees

                	
                  6

                
	
                  2.6

                	
                  Ground
                    Leases

                	
                  7

                
	
                  2.7

                	
                  Existing
                    Loans

                	
                  7

                
	
                  2.8

                	
                  CCRs

                	
                  8

                
	
                  ARTICLE
                    3: TITLE AND SURVEY REVIEW

                	
                  8

                
	
                  3.1

                	
                  Delivery
                    of Title Commitment and Survey

                	
                  8

                
	
                  3.2

                	
                  Title
                    Review and Cure

                	
                  8

                
	
                  3.3

                	
                  Delivery
                    of Title Policy at Closing

                	
                  9

                
	
                  3.4

                	
                  Title
                    and Survey Costs

                	
                  9

                
	
                  ARTICLE
                    4: OPERATIONS AND RISK OF LOSS

                	
                  10

                
	
                  4.1

                	
                  Ongoing
                    Operations

                	
                  10

                
	
                  4.2

                	
                  Operating
                    Expenses

                	
                  11

                
	
                  4.3

                	
                  Damage

                	
                  12

                
	
                  4.4

                	
                  Condemnation

                	
                  12

                
	
                  ARTICLE
                    5: CLOSING

                	
                  12

                
	
                  5.1

                	
                  Closing
                    and Escrow

                	
                  12

                
	
                  5.2

                	
                  Conditions
                    to the Parties’ Obligations to Close

                	
                  13

                
	
                  5.3

                	
                  Contributor’s
                    Deliveries

                	
                  15

                
	
                  5.4

                	
                  Investor’s
                    Deliveries

                	
                  17

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  5.5

                	
                  Venture’s
                    Deliveries

                	
                  17

                
	
                  5.6

                	
                  Closing
                    Statements/Escrow Fees; Contributions to Venture

                	
                  18

                
	
                  5.7

                	
                  Sales,
                    Transfer, and Documentary Taxes

                	
                  18

                
	
                  5.8

                	
                  Possession

                	
                  18

                
	
                  5.9

                	
                  Delivery
                    of Books and Records

                	
                  18

                
	
                  5.10

                	
                  Management
                    and Leasing Agreement

                	
                  18

                
	
                  5.11

                	
                  Master
                    Lease

                	
                  18

                
	
                  5.12

                	
                  [Intentionally
                    Omitted.]

                	
                  19

                
	
                  5.13

                	
                  Parking
                    Agreements

                	
                  19

                
	
                  5.14

                	
                  [Intentionally
                    Omitted]

                	
                  19

                
	
                  5.15

                	
                  Prohibition
                    on Certain Transactions

                	
                  19

                
	
                  5.16

                	
                  Loan
                    Reserves

                	
                  19

                
	
                  ARTICLE
                    6: PRORATIONS AND ADJUSTMENTS

                	
                  20

                
	
                  6.1

                	
                  Prorations

                	
                  20

                
	
                  6.2

                	
                  Tenant
                    Reconciliation and Post-Closing Adjustments

                	
                  21

                
	
                  6.3

                	
                  Leasing
                    Commissions

                	
                  22

                
	
                  6.4

                	
                  Tenant
                    Improvements and Allowances

                	
                  22

                
	
                  6.5

                	
                  Tenant
                    Deposits

                	
                  22

                
	
                  6.6

                	
                  Wages

                	
                  23

                
	
                  6.7

                	
                  Utility
                    Deposits

                	
                  23

                
	
                  6.8

                	
                  Sales
                    Commissions

                	
                  23

                
	
                  6.9

                	
                  Post-Closing
                    Obligations

                	
                  23

                
	
                  ARTICLE
                    7: REPRESENTATIONS AND WARRANTIES

                	
                  23

                
	
                  7.1

                	
                  Contributor’s
                    Representations and Warranties

                	
                  23

                
	
                  7.2

                	
                  Investor’s
                    Representations and Warranties

                	
                  30

                
	
                  7.3

                	
                  Venture’s
                    Representations and Warranties

                	
                  31

                
	
                  7.4

                	
                  Survival
                    of Representations and Warranties

                	
                  32

                
	
                  ARTICLE
                    8: INDEMNIFICATION

                	
                  32

                
	
                  8.1

                	
                  Contributor’s
                    Indemnity

                	
                  32

                
	
                  8.2

                	
                  Venture’s
                    Indemnity

                	
                  33

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  8.3

                	
                  Investor’s
                    Indemnity

                	
                  33

                
	
                  8.4

                	
                  Effectiveness

                	
                  33

                
	
                  8.5

                	
                  Procedure

                	
                  33

                
	
                  8.6

                	
                  Limitation
                    on Liability

                	
                  33

                
	
                  ARTICLE
                    9: MISCELLANEOUS

                	
                  34

                
	
                  9.1

                	
                  Parties
                    Bound

                	
                  34

                
	
                  9.2

                	
                  Headings

                	
                  34

                
	
                  9.3

                	
                  Expenses

                	
                  34

                
	
                  9.4

                	
                  Invalidity
                    and Waiver

                	
                  34

                
	
                  9.5

                	
                  Governing
                    Law

                	
                  35

                
	
                  9.6

                	
                  Survival

                	
                  35

                
	
                  9.7

                	
                  No
                    Third Party Beneficiary

                	
                  35

                
	
                  9.8

                	
                  Entirety
                    and Amendments

                	
                  35

                
	
                  9.9

                	
                  Time
                    of the Essence

                	
                  35

                
	
                  9.10

                	
                  Confidentiality

                	
                  35

                
	
                  9.11

                	
                  Attorneys’
                    Fees

                	
                  35

                
	
                  9.12

                	
                  Brokers

                	
                  35

                
	
                  9.13

                	
                  Notices

                	
                  35

                
	
                  9.14

                	
                  Construction

                	
                  37

                
	
                  9.15

                	
                  Remedies
                    Cumulative

                	
                  37

                
	
                  9.16

                	
                  Calculation
                    of Time Periods

                	
                  37

                
	
                  9.17

                	
                  Execution
                    in Counterparts

                	
                  37

                
	
                  9.18

                	
                  Further
                    Assurances

                	
                  38

                
	
                  9.19

                	
                  Waiver
                    of Jury Trial

                	
                  38

                
	
                  9.20

                	
                  Bulk
                    Sales

                	
                  38

                
	
                  9.21

                	
                  Automatic
                    Termination

                	
                  38

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


      CONTRIBUTION
        AND INVESTMENT AGREEMENT

       

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

       

      Background

       

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

       

      Pursuant
        to the Original LLC Agreement, Contributor expects to contribute the Ownership
        Interests (as hereinafter defined) in Maguire Properties—One Cal Plaza, LLC
        ("OCP")
        to
        Venture, and Investor expects to contribute cash in the amount of $5,986,842.
        OCP is the owner of the Class A office building located in Los Angeles,
        California and commonly known as One California Plaza.

       

      It
        is
        contemplated that pursuant to the terms of this Agreement Contributor shall
        additionally contribute or cause its direct or indirect subsidiary to contribute
        to Venture one hundred percent (100%) of the Ownership Interests in the
        single-purpose limited liability companies identified on Schedule
        1
        attached
        hereto (each, a “Contributed
        SPE",
        and
        together with OCP, the "SPEs”) which are the current respective owners of the
        SPE Property (defined below) identified with respect thereto and the Investor
        shall contribute additional cash funds to the Venture.

       

      In
        connection with such additional contributions to Venture and pursuant to
        the
        terms of this Agreement, (a) the parties intend to enter into an Amendment
        and
        Restatement of the Original LLC Agreement (the “Amended
        and Restated LLC Agreement”,
        and
        together with the Original LLC Agreement, the “LLC
        Agreement”),
        (b)
        Investor intends to contribute additional cash to Venture with respect to
        OCP
        (in return for a larger percentage interest in Venture), and (c) Contributor
        intends to provide certain additional representations, warranties, and
        covenants, and agree to certain conditions, relating to OCP.

       

      Venture
        wishes to accept the contribution of the Contributed SPEs and the additional
        cash funds, the Contributor wishes to contribute the Contributed SPEs to
        Venture
        and the Investor wishes to contribute the additional cash funds to the Venture,
        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, each of the Contributor and the Investor agrees to
        contribute to Venture and Venture agrees to accept the contribution of the
        Property and cash funds, in each case subject to the following terms and
        conditions:

       

      ARTICLE
        1:BASIC
        TERMS

       

      1.1Contribution.
        Subject
        to the terms and conditions of this Agreement and the LLC Agreement,
        (i) Contributor agrees to contribute, transfer, set over and convey to
        Venture, or to cause its direct or indirect subsidiary to do the same, and
        Venture agrees to accept from Contributor, (A) the Ownership Interests in
        the
        Contributed SPEs which own or ground lease Washington Mutual Campus, San
        Diego
        Tech Center, and Wells Fargo Center and (B) cash in the amount, if any,
        necessary to reflect 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      adjustments
        and prorations required under this Agreement as set forth on the final closing
        statement and (ii) Investor agrees to contribute to Venture, and Venture
        agrees to accept from Investor, cash in the amount of $122,413,158, subject
        to
        the adjustments and prorations required under this Agreement as shall be
        set
        forth on the final closing statement. The following are collectively, the
        “Property”:

       

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

       

      (b) The
        “Real
        Property”
being
        

       

      (i) (A)
        the
        land described in Exhibit A-1
        attached
        hereto (but only an easement as to Parcels B, C, D, E, F, H, I, J, L and
        M); (B)
        the improvements and fixtures located thereon, including but not limited
        to
        Class A office buildings commonly known as the “Washington
        Mutual Campus"
        with
        rentable area of approximately 414,595 square feet and a subterranean garage
        located on such land, but expressly excluding all surface parking and the
        above-grade parking structure (collectively, the “Washington
        Mutual Campus Improvements”);
        (C)
        all and singular the rights, benefits, privileges, easements, tenements,
        hereditaments, and appurtenances thereon or in anywise appertaining to such
        real
        property, other than existing entitlements with respect to future developments;
        and (D) all right, title and interest of the SPEs 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; 

       

      (ii) (A)
        the
        land described in Exhibit B-1
        attached
        hereto (but only an easement as to Parcel B); (B) the improvements and fixtures
        located thereon, including but not limited to multiple Class A office
        buildings commonly known as the “San
        Diego Tech Center”
with
        rentable area of approximately 643,596 square feet and a garage structure
        located on such land (collectively, the “San
        Diego Tech Center”);
        (C)
        all and singular the rights, benefits, privileges, easements, tenements,
        hereditaments, and appurtenances thereon or in anywise appertaining to such
        real
        property, other than existing entitlements with respect to future developments;
        and (D) all right, title and interest of the SPEs 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;

       

      (iii) (A)
        the
        land described in Exhibit C-1
        attached
        hereto (but only beneficial interests in Parcels C and D, and a leasehold
        estate
        in Parcel E); (B) the improvements and fixtures located thereon, including
        but
        not limited to a Class A office building commonly known as the
“Wells
        Fargo Center”
with
        rentable area of approximately 1,200,208 square feet and a surface parking
        lot
        located on such land (collectively, the “Wells
        Fargo Center Improvements”);
        (C)
        all and singular the rights, benefits, privileges, easements, tenements,
        hereditaments, and appurtenances thereon or in anywise appertaining to such
        real
        property; and (D) all right, title and interest of the SPEs 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; and

       

      (iv) (A)
        a
        leasehold estate in the land described in Exhibit D-1
        attached
        hereto; (B) the improvements and fixtures located thereon, including but
        not
        limited to a Class A office building commonly known as “One
        California Plaza”
with
        rentable area of approximately 984,170 square feet and an underground parking
        structure located on such land (collectively, the “One
        California Improvements”);
        (C)
        all and singular the rights, benefits, privileges, easements, tenements,
        hereditaments, and appurtenances thereon or in anywise appertaining to such
        real
        property; and (D) all right, title and interest of the SPEs in and to all
        strips
        and gores and any land lying in the bed of any street, road or alley, open
        or
        proposed, adjoining such real property.

       

       


      
        
          
          

        

        
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      The
        Washington Mutual Campus Improvements, the San Diego Tech Center Improvements,
        the Wells Fargo Center Improvements and the One California Improvements are
        hereinafter collectively referred to as the “Improvements”.

       

      (c) The
        SPEs'
        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 any 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 an SPE landlord in connection therewith.

       

      (d) The
        “Personal
        Property,”
being
        all right, title and interest of the SPEs in and to all tangible personal
        property located at the Real Property and now or hereafter used by the SPEs
        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 an SPE with or to any and all governmental bodies, utility
        companies or other third parties in connection with the operation, ownership,
        maintenance, management, occupancy or improvement of the Real
        Property.

       

      (e) The
        “Intangible
        Property,”
being
        all right, title and interest of the SPEs 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
        any SPE as a licensor or licensee under any license; applications, permits,
        approvals and licenses (to the extent assignable); (ii) to the extent
        relating to the period after Closing (and not to the period of Contributor's
        ownership of the SPEs), all warranties; indemnities; claims against third
        parties; claims against tenants for tenant improvement reimbursements; all
        contract rights of any SPE related to the construction, operation, ownership
        or
        management of the Real Property; insurance proceeds and condemnation awards
        or
        claims thereto; and (iii) all books and records relating to the Property;
        provided, however, that Contributor shall maintain the right to access and
        copy
        the same for five (5) years after Closing.

       

      The
        Real
        Property, the Personal Property, the Leases and the Intangible Property are
        hereinafter collectively referred to as the “SPE
        Property”

       

      1.2Agreed
        Value.
        The
        total Agreed Value for the Property (subject to adjustment as provided herein)
        shall be $1,014,000.00. The Agreed Value is agreed by the parties to be
        allocated $151,000,000 to Washington Mutual Campus; $183,000,000 to San Diego
        Tech Center; $355,000,000 to Wells Fargo Center; and $325,000,000 for One
        Cal
        Plaza; provided, however, that the Agreed Value for each of said Properties
        shall be reduced by the aggregate principal balance of the loan affecting
        said
        property as set forth on Exhibit
        J.
        The
        Agreed Value shall be allocated to Contributor under the terms of the LLC
        Agreement as an “Agreed
        Value”
as
        that
        term is used in the LLC Agreement and shall be considered a “Capital
        Contribution”,
        as
        that term is defined in the LLC Agreement and allocated to the Contributor
        as of
        the date of Closing.

       

      1.3Contributor
        Remedies.
        In the
        event Investor breaches or defaults in its obligations under this Agreement,
        such breach or default shall not have been cured by Investor within ten (10)
        Business Days (as defined in the LLC Agreement) after notice from Contributor,
        and Contributor is not in default hereunder, Contributor shall have the right
        to
        terminate this Agreement. IF CONTRIBUTOR TERMINATES THIS AGREEMENT PURSUANT
        TO
        THIS SECTION 1.3, CONTRIBUTOR AND 

       


      
        
          
          

        

        
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      INVESTOR
        AGREE THAT CONTRIBUTOR'S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY
        DIFFICULT TO FIX. CONTRIBUTOR AND INVESTOR THEREFORE AGREE THAT, IN SUCH
        EVENT,
        CONTRIBUTOR, AS CONTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED
        TO
        LIQUIDATED DAMAGES IN THE AMOUNT OF $25,000,000 (THE "CONTRIBUTOR
        DAMAGE PAYMENT")
        TO BE
        PAID IN ACCORDANCE WITH THE BLOCKED ACCOUNT AGREEMENT, AND FURTHER AGREE
        THAT
        INVESTOR SHALL BE RESPONSIBLE FOR ALL TITLE AND ESCROW CANCELLATION CHARGES,
        IF
        ANY. UPON PAYMENT BY INVESTOR TO CONTRIBUTOR OF THE CONTRIBUTOR DAMAGE PAYMENT
        AND ANY SUCH CANCELLATION CHARGES, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
        OF THE PARTIES HEREUNDER SHALL BE OF NO FURTHER FORCE OR EFFECT AND NO PARTY
        SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER OTHER THAN PURSUANT
        TO
        ANY PROVISION HEREOF WHICH EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT.
        INVESTOR AND CONTRIBUTOR HEREBY AGREE THAT THE AMOUNT OF THE CONTRIBUTOR
        DAMAGE
        PAYMENT IS A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT THAT
        CONTRIBUTOR WOULD SUFFER IN THE EVENT OF INVESTOR'S DEFAULT AND FAILURE TO
        DULY
        COMPLETE THE TRANSACTIONS DESCRIBED HEREIN. CONTRIBUTOR IRREVOCABLY WAIVES
        THE
        RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING
        THE
        REMEDY OF SPECIFIC PERFORMANCE. INVESTOR AND CONTRIBUTOR ACKNOWLEDGE THAT
        THEY
        HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 1.3, AND BY THE INITIALS
        OF THEIR AUTHORIZED REPRESENTATIVES IMMEDIATELY BELOW AGREE TO BE BOUND BY
        ITS
        TERMS. 

       

       

       

      Investor’s
        initials    RXP    Contributor’s
        initials    DEL   Venture’s
        initials    DEL _ 

       

      1.4Investor
        Remedies.
        Subject
        to the immediately following sentence, Investor’s sole and exclusive remedies in
        the event Contributor breaches or defaults in its obligations under this
        Agreement, and such breach or default shall not have been cured by Contributor
        within ten (10) Business Days after notice from Investor, and provided Investor
        shall not be in default hereunder, shall be to enforce specific performance
        of
        Contributor’s obligation to close the transactions provided for herein, or to
        terminate this Agreement. The foregoing notwithstanding, if Contributor's
        default or breach hereunder is the result of an intentional act or omission
        of
        Contributor which makes (and was done with the intention to make or could
        reasonably be expected to make) specific performance of this Agreement
        impracticable or unavailable, each of the Venture and the Investor may assert
        and seek judgment as to all other remedies available to it at law or in equity,
        which remedies shall be cumulative. IF INVESTOR TERMINATES THIS AGREEMENT
        PURSUANT TO THIS SECTION 1.4, CONTRIBUTOR AND INVESTOR AGREE THAT INVESTOR'S
        ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. CONTRIBUTOR
        AND INVESTOR THEREFORE AGREE THAT, IN SUCH EVENT, INVESTOR, AS INVESTOR'S
        SOLE
        AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO ALL OF ITS REMEDIES AS PROVIDED
        IN
        THE BLOCKED ACCOUNT AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG
        CONTRIBUTOR, INVESTOR AND AN ESCROW AGENT (THE “BLOCKED
        ACCOUNT AGREEMENT”)
        AND
        LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO INVESTOR'S OUT-OF-POCKET EXPENSES
        WITH
        RESPECT TO UNRELATED THIRD-PARTY SERVICE PROVIDERS INCURRED IN CONNECTION
        WITH
        THE TRANSACTIONS CONTEMPLATED HEREBY (COLLECTIVELY, THE "INVESTOR
        DAMAGE PAYMENT"),
        IN
        WHICH CASE: (I) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
        HEREUNDER SHALL BE OF NO FURTHER FORCE OR EFFECT AND NO PARTY SHALL HAVE
        ANY
        FURTHER RIGHTS OR OBLIGATIONS HEREUNDER OTHER THAN PURSUANT TO ANY PROVISION
        

       


      
        
          
          

        

        
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      HEREOF
        WHICH EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT, (II) THE INVESTOR
        DAMAGE PAYMENT TO INVESTOR SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES,
        AND
        (III) ALL TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE PAID BY
        CONTRIBUTOR. INVESTOR AND CONTRIBUTOR HEREBY AGREE THAT THE AMOUNT OF THE
        INVESTOR DAMAGE PAYMENT IS A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT
        THAT INVESTOR WOULD SUFFER IN THE EVENT OF CONTRIBUTOR'S DEFAULT AND FAILURE
        TO
        DULY COMPLETE THE TRANSACTIONS DESCRIBED HEREIN. IF INVESTOR SEEKS TO TERMINATE
        THIS AGREEMENT AS PROVIDED IN THIS SECTION 1.4, INVESTOR IRREVOCABLY WAIVES
        THE
        RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING
        THE
        REMEDY OF SPECIFIC PERFORMANCE. INVESTOR AND CONTRIBUTOR ACKNOWLEDGE THAT
        THEY
        HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 1.4, AND BY THE INITIALS
        OF THEIR AUTHORIZED REPRESENTATIVES IMMEDIATELY BELOW AGREE TO BE BOUND BY
        ITS
        TERMS. 

       

       

       

      Investor’s
        initials    RXP    Contributor’s
        initials    DEL   Venture’s
        initials    DEL _ 

       

      ARTICLE
        2:INSPECTION

       

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

       

      2.2Due
        Diligence.
        Investor
        shall have until October 31, 2005 (the "Diligence
        Expiration Date")
        in
        which to examine, inspect, and investigate the Property and, in Investor’s sole
        and absolute judgment and discretion, to determine whether the Property is
        satisfactory to Investor and to obtain appropriate internal approval to proceed
        with this transaction. Investor may terminate this Agreement pursuant to
        this
Section 2.2
        by
        giving notice of termination (the “Due
        Diligence Termination Notice”)
        to
        Contributor on or before the Diligence Expiration Date. This Agreement shall
        continue in full force and effect if Investor does not timely give a Due
        Diligence Termination Notice. Upon such termination all rights and obligations
        of the parties under this Agreement shall terminate except pursuant to any
        provisions which by their terms survive a termination of this
        Agreement.

       

      2.3Access.
        Investor
        shall have reasonable access to the Property and all books and records for
        the
        Property and the entities which own the Property that are in Contributor’s,
        SPE's or its property manager’s possession or control for the purpose of
        conducting non-intrusive surveys, architectural, engineering, and geotechnical
        and environmental inspections and tests, and any other inspections, studies,
        or
        tests reasonably required by Investor and preapproved by Contributor in it's
        reasonable discretion. Investor shall not create any liens on the Property
        by
        virtue of its access to or entry on the Property and will indemnify, defend,
        and
        hold Contributor harmless from all claims asserted against and any loss,
        harm,
        damages, cost, or liability suffered by Contributor as a result of Investor’s or
        its representatives or contractors entry onto or activities with respect
        to the
        Property. If any inspection or test disturbs the Property, Investor will
        restore
        the Property to its condition before any such inspection or test. During
        the
        pendency of this Agreement, Investor and its agents, employees, and
        representatives shall have a continuing right of reasonable access to the
        Property and any office where the records of the Property are 

       


      
        
          
          

        

        
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      kept
        for
        the purpose of examining and making copies of all books and records and other
        materials relating to the Property in Contributor’s, SPE's or its property
        manager’s possession or control, all at Investor's sole cost and expense.
        Investor shall have the right to conduct a “walk-through” of the Real Property
        before the Closing upon appropriate notice to Contributor, and if Contributor
        so
        elects, accompanied by Contributor. In the course of its investigations,
        and
        subject to Contributor’s reasonable oversight and prior consent, Investor may,
        make inquiries to third parties, including, without limitation, tenants,
        lenders, contractors, property managers, parties to Service Contracts and
        municipal, local and other government officials and
        representatives.

       

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

       

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

       

      If
        any
        tenant estoppel discloses any facts objectionable to Investor in its reasonable
        discretion, Contributor shall not be required to correct the alleged
        objectionable facts. If Contributor is unable, for any reason whatsoever,
        to
        obtain sufficient tenant estoppels to satisfy the requirements of this
Section 2.4,
        Contributor 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 Contributor on the same form and contain the
        same
        information and representations and warranties that the tenant was required
        to
        provide, except that Contributor may qualify the statements contained in
        such
        estoppel (other than statements of objectively determinable facts) with "to
        its
        knowledge." Facts disclosed in any estoppel received from a tenant may only
        be
        reasonably considered objectionable by Investor for the purposes of determining
        their acceptability to Investor, if
        the
        facts, if assumed to be true, would be materially inconsistent with any of
        Contributor’s representations and warranties contained in any of this Agreement,
        the Rent Roll, the Leases, or any exhibits attached hereto, or allege a material
        default by the landlord, and Investor agrees that any disclosure or exception
        contained in a tenant estoppel made by Wells Fargo Bank with respect to an
        on-going escalation audit and amounts in dispute related thereto (the
“Audit
        Claims”)
        shall
        not be considered objectionable by Investor for the purpose of determining
        such
        estoppel’s acceptability to Investor. Contributor represents and warrants to
        Investor that the Wells Fargo Center SPE has escrowed funds sufficient to
        ensure
        payment of amounts in dispute related to the Audit Claims.

       

      2.5Property
        Management Contracts; Employees.
        Concurrently with the Closing, Contributor shall cause any property management
        and leasing agreements for the Real Property to be 

       


      
        
          
          

        

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

       

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

       

      2.7Existing
        Loans.
        The
        Property is subject to the various mortgage liens set forth on Exhibit J.
        The
        Ownership Interests are to be contributed without the release of, and Venture
        shall take the Property subject to the lien of the existing mortgages and
        related security instruments and documents (collectively, the “Existing
        Mortgages”)
        which
        secure payment of said loans (collectively, the “Loans”)
        in
        accordance with the following:

       

      (a) Conditions.
        It
        shall be a condition precedent to the obligation of each of Venture and the
        Investor to close the transactions contemplated hereby that as of the Closing:
        (1) the consent of each of the lenders to the transactions contemplated hereby
        shall have been obtained from the lenders; (2) such consent of the lenders
        shall
        have been granted upon terms and conditions which are satisfactory to Investor
        in its reasonable discretion which do not obligate Venture or Investor to
        assume
        any personal liability for any of the undertakings under the Existing Mortgages
        as of the Closing; (3) as of the Closing there shall not exist any uncured
        default under any of the Existing Mortgages except for any de minimus default
        or
        default which is curable within the applicable cure period for such default;
        (4)
        as of the Closing Date the aggregate principal balance of the Loans shall
        not
        exceed $661,250,000; and (5) Contributor shall have provided reasonable evidence
        to Investor of the amount of any reserves or escrowed funds for rent abatements
        or tenant improvements held by its lenders under the Existing Mortgages,
        together with a schedule thereof.

       

      (b) Costs.
        All
        transfer or other fees charged by any lender and any costs and expenses charged
        by any lender in connection with the consent, recording costs and expenses
        relating to the recordation of any mortgage assignment agreement or other
        documentation relating to this transaction, attorneys’ fees incurred by any
        lender, any title insurance premiums or costs for endorsements required by
        any
        lender, and any other costs and expenses relating to the transactions
        contemplated hereby shall be paid by the Venture .

       

       


      
        
          
          

        

        
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      (c) Cooperation.
        The
        parties shall cooperate in good faith and with reasonable diligence to secure
        the approval of the lenders to the transactions contemplated hereby. Investor
        shall have the right to negotiate directly with the lenders concerning the
        lenders’ consents; provided, however, that Contributor shall in each case first
        be afforded the opportunity to participate in such negotiations. Venture
        shall
        promptly provide to the lenders all information they may reasonably require
        in
        order to obtain the lender’s consents. If the conditions set forth in this
Section 2.7
        have not
        been satisfied as of Closing, then each of Venture and Investor may elect
        to
        proceed as provided in Section 5.2
        below,
        provided that either of Venture or Investor may elect to proceed with Closing
        only if any required consent of the lenders to the transactions contemplated
        hereby has been obtained.

       

      (d) Adjustment
        of Agreed Value.
        At
        Closing, the parties shall appropriately prorate interest and other sums
        (other
        than principal) payable pursuant to the Existing Mortgages.

       

      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 Investor’s request with respect to a
        particular CCR, Contributor shall use commercially reasonable efforts to
        secure
        and deliver to Investor prior to Closing an estoppel certificate ("CCR
        Estoppel"),
        in
        form and substance reasonably satisfactory to Investor, from the declarant,
        association, committee, agent and/or other person or entity having governing
        or
        approval rights under such CCR.

       

      ARTICLE
        3:TITLE
        AND SURVEY REVIEW

       

      3.1Delivery
        of Title Commitment and Survey.
        Contributor has caused to be prepared and delivered to Venture prior to the
        date
        of this Agreement a current, effective commitment for title insurance for
        the
        Real Property (the “Title
        Commitments”)
        issued
        by the Title Company, in the amount of the Agreed Value, accompanied by complete
        and legible copies of all documents referred to in the Title Commitments,
        and
        Investor is unaware of anything missing or defective in connection therewith.
        Contributor has ordered one or more duly licensed surveyors to prepare updates
        of its existing surveys of the Real Property (the “Surveys”),
        and
        will take such actions as are requested by Investor and as are commercially
        reasonable in order that Venture may obtain ALTA-ACSM surveys of the Real
        Property. Contributor will arrange for Uniform Commercial Code, judgment,
        tax
        lien, and litigation searches in the name of Contributor, the SPEs 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, Investor shall provide to Contributor and
        to the
        Title Company, Investor’s objections to title matters shown in the Title
        Documents; provided, however, that if Investor has not received any Title
        Document at least five (5) Business Days prior to the Diligence Expiration
        Date,
        then with respect to such document (and such additional matters in other
        Title
        Documents whose interpretation or understanding materially rely on such delayed
        document) only, Investor shall have until five (5) Business Days after its
        receipt of the delayed Title Document to object to title matters shown therein
        or to such additional matters whose interpretation or understanding materially
        relied thereon. Contributor will cooperate with Venture and Investor in curing
        the objections Investor has to title to the Property, but Contributor shall
        have
        no obligation to cure title objections except liens and security interests
        of a
        definite or ascertainable monetary amount which may be removed by the payment
        of
        money (excluding however, the liens that secure the debt listed on Exhibit
        J
        attached
        hereto and made a part hereof), which liens and security interests Contributor
        shall cause to be released (or bonded over in a manner reasonably satisfactory
        to Investor) at the Closing. Contributor agrees to remove exceptions or
        encumbrances to title which arise after the effective date of 

       


      
        
          
          

        

        
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      the
        Title
        Commitment as a result of the intentional acts or omissions of Contributor.
        If
        Contributor fails either to provide for the removal of such exceptions or
        objections or to obtain affirmative title insurance protection for such
        exceptions or objections satisfactory to Investor in Investor’s reasonable
        discretion prior to Closing, then, except as set forth in the second sentence
        of
        this Section 3.2,
        Contributor shall have no liability to Venture or Investor on account of
        such
        failure and Investor may elect to terminate this Agreement by delivering
        written
        notice to Contributor prior to Closing. Upon delivery of such termination
        notice
        by Investor, this Agreement shall automatically terminate, the parties shall
        be
        released from all further obligations under this Agreement except pursuant
        to
        any provisions which by their terms survive a termination of this Agreement.
        If
        after the effective date of the Title Commitment the Title Company revises
        the
        Title Commitment, or the surveyor revises the Survey, to add or modify
        exceptions, or to add or modify the conditions to obtaining any endorsement
        requested by Investor, then Investor may terminate this Agreement if provision
        for their removal or modification reasonably satisfactory to Investor is
        not
        made. Investor shall have been deemed to have approved any title exception
        that
        Contributor is not obligated to remove (it being understood and agreed that
        Contributor shall be obligated to remove or bond over, to Investor’s reasonable
        satisfaction, all liens and security interests of a definite or ascertainable
        monetary amount which may be removed by the payment of money other than those
        listed on Exhibit
        J)
        and to
        which either Investor did not object as provided above, or to which Investor
        did
        object, but with respect to which Investor did not terminate this
        Agreement.

       

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

       

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

       

       


      
        
          
          

        

        
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      ARTICLE
        4:OPERATIONS
        AND RISK OF LOSS

       

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

       

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

       

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

       

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

       

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

       

      (e) Leasing
        Arrangements.
        Contributor will not amend, terminate, waive any default under, grant
        concessions regarding, incur any obligation for leasing commissions in
        connection with, or enter into, any Major Lease (or enter into any sublease
        under that certain Denver Center Lease Agreement between Maguire
        Properties—Denver Center, LLC, as landlord, and Contributor, as tenant, dated as
        of March 15, 2005, that would constitute a Major Lease), without Investor’s
        prior written consent in each instance, which will not be unreasonably
        withheld.

       

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

       

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

       

      (h) Permits
        and Encumbrances.
        Contributor shall not: encumber the Property or create or modify any exceptions
        to title to the Property; initiate or consent to any action with respect
        to
        zoning or 

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      4.2Operating
        Expenses.
        Excluding operating expenses that tenants are obligated to pay directly and
        any
        work not contracted for by Contributor, Contributor shall cause the SPEs
        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


       


      
        
          
          

        

        
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      Closing
        as the same become due, whether or not payable prior to the Closing. Without
        duplicating Article 6,
        Contributor shall be entitled to a credit pursuant to Article
        6
        on
        account of any expenses that it has paid prior to the Closing that relate
        to the
        period of time after the Closing and Venture shall be entitled to a credit
        pursuant to Article
        6
        on
        account of any expenses that it is obligated to pay after the Closing that
        relate to the period of time prior to the Closing.

       

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

       

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

       

      ARTICLE
        5:CLOSING

       

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

       


      
        
          
          

        

        
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      issue
        the
        Title Policies in accordance with this Agreement. Provided such supplemental
        escrow instructions are not in conflict with this Agreement as it may be
        amended
        in writing from time to time, Contributor, Venture and Investor agree to
        execute
        such supplemental escrow instructions as may be appropriate to enable Title
        Company to comply with the terms of this Agreement.

       

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

       

      (a) Completion
        by Macquarie Office Trust, an Australian listed property trust, of a
        underwritten equity offering in Australia in an amount not less than A.U.
        $250,000,000.00 for the purpose of raising funds to consummate the transactions
        contemplated by this Agreement and the Additional Agreements; 

       

      (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 each of Venture’s and Investor's and Contributor's obligation to
        close, the Wells Fargo SPE shall have obtained in writing any required consent
        of the tenant under the December 30, 1988 lease between United Bank of Denver,
        National Association, as tenant and 1700 Lincoln Limited as
        landlord;

       

      (e) As
        a
        condition to each of Venture’s and Investor's obligation to close, Sections
        2.4, 2.5, 2.6, 2.7,
        and 3.3
        shall
        have been fully complied with; and as a condition to Contributor's obligation
        to
        close, the consents required under Sections
        2.6 and 2.7
        shall
        have been obtained;

       

      (f) [Intentionally
        Omitted.]

       

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

       

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

       

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

       

       


      
        
          
          

        

        
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      (j) [Intentionally
        Omitted] 

       

      (k) [Intentionally
        Omitted]

       

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

       

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

       

      (n) As
        a
        condition to each Venture’s and Investor’s obligation to close, at Closing no
        SPE shall be in default under any material agreement, and Contributor shall
        not
        be in default under any material agreement to be assigned to, or obligation
        to
        be assumed by, Venture under this Agreement.

       

      (o) [Intentionally
        Omitted.] 

       

      (p) [Intentionally
        Omitted.]

       

      (q) [Intentionally
        Omitted.] 

       

      (r) [Intentionally
        Omitted]

       

      (s) [Intentionally
        Omitted] 

       

      (t) 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, and the lenders and other parties
        thereto, shall have been terminated. 

       

      (u) Escrow
        Agent shall have delivered to Contributor and Venture all funds specified
        in the
        Joint Written Direction referred to in Sections
        5.3(s) and 5.4(h),
        and the
        parties to this Agreement shall have received all amounts to which they are
        entitled from prorations and adjustments provided for 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 parties (provided, however, that any such
        termination notice shall not become effective unless the Closing shall not
        have
        occurred prior to the end of the extension period described in clause
        (ii) immediately following, but only if any other party entitled to do so
        has delivered a notice of extension as described in such clause (ii) within
        five (5) business days of receiving a termination notice as provided in this
        clause (i)); (ii) extend the time available for the satisfaction of such
        condition by up to a total of thirty (30) days provided such party in good
        faith
        believes that such condition will be satisfied during the time of such
        extension; or (iii) elect to close, notwithstanding the non-satisfaction of
        such condition, in which event such party shall be deemed to have waived
        any
        such condition (except for a breach by Contributor of its covenants in
        Section 4.1(b), 4.1(d) and 4.1(i), in which case the Closing shall not
        relieve Contributor from any liability it would otherwise have hereunder).
        If
        such party elects to proceed pursuant to clause (ii) above, and such
        condition remains unsatisfied after the end of such extension period, then,
        (x)
        such party may elect to proceed pursuant to either clause (i) or
        (iii) above, or 

       


      
        
          
          

        

        
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      (y)
        if
        any other party had previously given a termination notice pursuant to clause
        (i) above, this Agreement shall thereupon terminate.

       

      Contributor,
        Venture and Investor acknowledge and agree that: (i) the Closing under this
        Agreement is subject to, conditioned upon, and shall take place substantially
        concurrently with, the closing contemplated by: (A) that certain purchase
        and
        sale agreement dated of even date herewith between Contributor and Investor
        relating to the sale of the Ownership Interests in Maguire/Cerritos I, LLC
        (the
“Cerritos
        P&S”)
        (B)
        that certain contribution agreement between Investor and Venture dated of
        even
        date herewith relating to the Ownership Interests in Maguire/Cerritos I,
        LLC
        (the “Cerritos
        Contribution Agreement”);
        and
        (C) that certain contribution agreement between Investor and Venture dated
        of
        even date herewith relating to the Ownership Interests in Maguire
        Properties-Stadium Gateway, LLC, which limited liability company is the owner
        of
        the Stadium Gateway office building and land in Anaheim, California (the
        “Stadium
        Gateway Contribution Agreement,”
and
        collectively with the Cerritos P&S and the Cerritos Contribution Agreement,
        the “Additional
        Agreements”);
        and
        (ii) any default by (t) Maguire Properties, L.P. under the Stadium Gateway
        Contribution Agreement shall be a default of Contributor under this Agreement;
        (u) Maguire Properties, L.P. under the Cerritos P&S shall be a default by
        Contributor under this Agreement; (v) Macquarie Office II LLC under the Cerritos
        P&S shall be a default by Investor under this Agreement; (w) Macquarie
        Office II LLC under the Cerritos Contribution Agreement shall be a default
        by
        Investor under this Agreement; (x) Maguire Macquarie Office LLC under the
        Cerritos Contribution Agreement shall be a default by Venture under this
        Agreement; (y) Macquarie Office II LLC under the Stadium Gateway Contribution
        Agreement shall be a default of Investor under this Agreement; and (z) Maguire
        Macquarie Office LLC under the Stadium Gateway Contribution Agreement shall
        be a
        default by Venture under this Agreement.

       

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

       

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

       

      (b) Amended
        and Restated LLC Agreement.
        A
        counterpart signature page to the Amended and Restated LLC Agreement executed
        by
        Contributor and in the form attached hereto as Exhibit
        P.

       

      (c) Lender
        Consents.
        All
        lender consents pursuant to Section 2.7.
        

       

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

       

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

       

       


      
        
          
          

        

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

       

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

       

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

       

      (i) [Intentionally
        Omitted.]

       

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

       

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

       

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

       

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

       

      (n) [Intentionally
        Omitted.]

       

      (o) [Intentionally
        Omitted.]

       

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

       

      (q) Income
        Target Agreement.
        A
        counterpart signature page to the Income Target Agreement executed by
        Contributor and in the form attached hereto as Exhibit
        E;

       

      (r) ROFO
        Agreement.
        A
        counterpart signature page to the Right of First Opportunity Agreement executed
        by Contributor and in the form attached hereto as Exhibit
        G;

       

      (s) 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 Contributor (subject to prorations and adjustments required
        by
        the Cerritos P&S), $122,413,158 to Venture (subject to prorations and
        adjustments required by this Agreement), and the remaining portion of the
        Initial Escrow Amount (as defined in the Blocked Account Agreement), if any,
        as
        directed in the final closing statement;

       

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

       

       


      
        
          
          

        

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

       

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

       

      (a) Monies.
        To
        Escrow Agent, $122,413,158, plus or minus applicable prorations, in immediate,
        same-day federal funds;

       

      (b) Amended
        and Restated LLC Agreement.
        A
        counterpart signature page to the Amended and Restated LLC Agreement executed
        by
        Investor and in the form attached hereto as Exhibit
        P.

       

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


       

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

       

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

       

      (f) Income
        Target Agreement.
        A
        counterpart signature page to the Income Target Agreement executed by Investor
        and in the form attached hereto as Exhibit
        E;

       

      (g) ROFO
        Agreement.
        A
        counterpart signature page to the Right of First Opportunity Agreement executed
        by Investor and in the form attached hereto as Exhibit
        G;

       

      (h) Joint
        Written Direction.
        A Joint
        Written Direction directing the Escrow Agent to disburse $101,000,000 to
        Contributor (subject to prorations and adjustments required by the Cerritos
        P&S), $122,413,158 to Venture (subject to prorations and adjustments
        required by this Agreement), and the remaining portion of the Initial Escrow
        Amount, if any, as directed in the final closing statement; and

       

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

       

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

       

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

       

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

       

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


       

       


      
        
          
          

        

        
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      (d) Income
        Target Agreement.
        A
        counterpart signature page to the Income Target Agreement executed by Venture
        and in the form attached hereto as Exhibit
        E;
        

       

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

       

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

       

      5.6Closing
        Statements/Escrow Fees; Contributions to Venture.
        Contributor, Venture and Investor shall deposit with the Title Company executed
        closing statements consistent with this Agreement in the form required by
        the
        Title Company. The Title Company’s escrow fee, closing charges, and any
        cancellation fee shall be paid by Venture, and Venture shall pay the cost
        of all
        due diligence expenses of Venture and Investor as well as customary real
        estate
        closing costs customarily borne by a purchaser of real estate. If Contributor,
        Venture and Investor cannot agree on the closing statement to be deposited
        as
        aforesaid because of a dispute over the prorations and adjustments set forth
        therein, the Closing nevertheless shall occur, and the amount in dispute
        shall
        be paid out upon the agreement of the parties or pursuant to court order
        upon
        resolution or other final determination of the dispute.
        In the
        event that the closing statements indicate that there is a net amount due
        from
        Venture (whether as a result of prorations or adjustments, or as a result
        of
        fees or expenses payable to third parties by Venture pursuant to the terms
        hereof), at Closing Investor shall contribute to Venture 80% and Contributor
        shall contribute to Venture 20% of such net amount due.

       

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

       

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

       

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

       

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

       

      5.11Master
        Lease.
        At
        Closing Venture, as landlord, and Contributor, as tenant, shall execute and
        deliver a master lease in the form attached hereto as Exhibit
        U
        for One
        California Plaza, Wells Fargo Center and San Diego Tech Center.

       

       


      
        
          
          

        

        
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      5.12 [Intentionally
        Omitted.]

       

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

       

      5.14 [Intentionally
        Omitted]

       

      5.15Prohibition
        on Certain Transactions.
        In the
        event that Investor terminates this Agreement in accordance with the terms
        hereof due solely to a failure of Contributor to satisfy a condition to Closing
        or a default by Contributor hereunder, then: 

       

      (a) during
        the period beginning on the effective date of such termination (the
“Termination
        Date”)
        and
        ending as of the earlier of (i) the date that is six (6) months following
        the Termination Date and (ii) the date that is twelve (12) months following
        the date of this Agreement, Contributor shall not contract for or consummate
        any
        Sale Transaction with respect to the property subject to the Cerritos P&S
        (the “Cerritos
        Property”)
        or any
        of the four (4) separate properties comprising the Property (the Cerritos
        Property and each of such separate properties being hereinafter referred
        to as
        the “Separate
        Properties”);
        provided, however, following the Termination Date, Maguire shall be permitted
        to
        contract for and consummate one or more Sale Transactions with respect to
        no
        more than three (3) of the Separate Properties, so long as (A) no Sale
        Transaction is consummated prior to the date that is the earlier to occur
        of (x)
        three (3) months following the Termination Date and (y) twelve (12) months
        following the date of this Agreement; and (B) no more than one Sale Transaction
        is consummated with the same party or any affiliates of such party with respect
        to two (2) of the Separate Properties; and

       

      (b) during
        the period beginning on the Termination Date and ending as of the earlier
        of
        (i) the date that is twelve (12) months following the Termination Date and
        (ii) the date that is eighteen (18) months following the date of this
        Agreement, Maguire shall not consummate or contract for any Portfolio Sale
        Transaction.

       

      As
        used
        herein:

       

      “Sale
        Transaction” shall mean, with respect to any of the Separate Properties, any
        transaction involving the sale, contribution or other similar disposition
        of all
        or substantially all of such Separate Property or the issuance, sale,
        contribution or other similar disposition of, or any recapitalization involving,
        any membership, partnership or other ownership interests in the SPE owning
        such
        Separate Property.

       

      “Portfolio
        Sale Transaction” shall mean a Sale Transaction or a series of Sale Transactions
        with the same party or with two or more parties, any of which is an affiliate
        of
        another, involving four or more of the Separate Properties.

       

      This
        provision shall survive termination of this agreement.

       

      5.16Loan
        Reserves.
        Contributor and Investor agree that Venture shall cause the SPEs to use,
        to the
        extent available, existing rent abatement and tenant improvement reserves
        on
        deposit or in escrow under the Existing Mortgages, for their intended purposes,
        prior to using any gross revenues generated from the SPE Property to fund
        such
        costs or expenses. This provision shall survive the Closing.

       

       


      
        
          
          

        

        
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      ARTICLE
        6:PRORATIONS
        AND ADJUSTMENTS

       

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

       

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

       

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

       

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

       


      
        
          
          

        

        
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      6.3Leasing
        Commissions.
        Contributor represents and warrants to each of Venture and Investor that
        all
        leasing commissions due to leasing or other agents for the current remaining
        term of each Lease (determined without regard to any unexercised termination
        or
        cancellation right and not taking into account any unexercised extension
        options) have been paid in full. At Closing, Venture shall assume leasing
        commissions which may become due to cooperating brokers as a result of the
        renewal or expansion of any Lease as a result of the exercise of such right
        after the Date of this Agreement or any new Leases approved by Investor after
        the date hereof.
        Contributor represents and warrants to Investor that to Contributor’s Knowledge,
        none of the leasing commissions due or to become due on 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 Investor pursuant to Section 4.1(e) and renewals or expansion
        rights properly exercised after the date of this Agreement (“New
        TI
        Obligations”):

       

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

       

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

       

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

       

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

       

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

       

      6.5Tenant
        Deposits.
        All
        tenant security deposits (and interest thereon if required by law or contract
        to
        be earned thereon), a complete list of which Contributor hereby represents
        and
        warrants is 

       


      
        
          
          

        

        
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      attached
        as Exhibit
        O
        hereto,
        shall be transferred or credited to Venture at Closing. As of the Closing,
        Venture shall assume Contributor’s obligations related to tenant security
        deposits, but only to the extent they are properly credited or transferred
        to
        Venture.

       

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

       

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

       

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

       

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

       

      ARTICLE
        7:REPRESENTATIONS
        AND WARRANTIES

       

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

       

      (a) Formation
        and Authority.
        

       

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

       

       


      
        
          
          

        

        
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      (ii) Each
        SPE
        has been duly formed, is validly existing, and is in good standing as a limited
        liability company under its jurisdiction of formation. Each SPE is in good
        standing and is qualified to do business in the state in which the Real Property
        that it owns is located. Each SPE has the full right and authority and, subject
        to the consents it, the other SPEs, and Contributor 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 Contributor nor the consummation
        by Contributor of the transactions contemplated hereby will (a) require
        Contributor or any SPE to file or register with, notify, or obtain any permit,
        authorization, consent, or approval of, any governmental or regulatory
        authority; (b) conflict with or breach any provision of the organizational
        documents of Contributor or any 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 Contributor or any SPE is a party; or (d) violate any order,
        writ, injunction, decree, judgment, statute, law or ruling of any court or
        governmental authority applicable to Contributor or any SPE. No consents
        to the
        transactions contemplated by this Agreement are required to be obtained under
        any Leases or other Property Information except as set forth in Section 5.2
        hereof
        or elsewhere herein.

       

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

       

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

       

      (e) Leases
        and Rent Roll.
        The
        documents constituting the Leases that are delivered to Investor pursuant
        to
Section 2.1
        are
        true, correct and complete copies of all of the Leases affecting the Real
        Property, including any and all amendments or supplements thereto, and
        guaranties or other security in connection therewith. The SPEs 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 any SPE other than the Permitted Exceptions.
        No SPE
        has 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 any 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 any 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 

       


      
        
          
          

        

        
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      improvements
        under the Leases have been paid and performed in full and all concessions
        (other
        than any unexpired rent abatement set forth in the Leases) from the landlord
        under the Leases have been paid and performed in full. No tenant having a
        Lease
        affecting the Property is an affiliate of or controlled by or under common
        control with Contributor.

       

      (f) Service
        Contracts; Operating Statements.
        The
        list of Service Contracts to be delivered to Venture pursuant to this Agreement
        is or will be true, correct, and complete as of the date of its delivery.
        The
        documents constituting the Service Contracts made available to Venture are
        true,
        correct and 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
        Contributor nor any SPE has received written notice from any governmental
        authority that an 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 Contributor's Knowledge no SPE fails to have any such
        licenses, permits or certificates. Neither Contributor nor any SPE has received
        written notice from any governmental authority that the Real Property is
        not
        properly zoned for its present use or that the current use thereof violates
        any
        governmental law or regulation or any covenants or restrictions encumbering
        the
        Real Property, and to Contributor's Knowledge, there is no such violation.
        Neither Contributor nor any SPE has received written notice from any insurance
        company or underwriter of any defects in the Real Property that would materially
        adversely affect the insurability of thereof or cause an increase in insurance
        premiums. Neither Contributor nor any SPE has received any written notices
        of
        violations or alleged violations of any laws, rules, regulations or codes,
        including building codes, with respect to the Property from any governmental
        agency which have not been corrected to the satisfaction of the issuer of
        the
        notice.

       

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

       

      (i) With
        respect to the cooling tower and chilled water system at the OCP Real Property,
        to Contributor’s Knowledge (but with respect to this representation
        7.1(i) only, after reasonable inquiry), no court injunction has ever been
        issued against OCP, the OCP Real Property or the prior owner of the OCP Real
        Property, Metropolitan Life Insurance, a New York corporation, or its affiliate
        (collectively "MetLife"), in relation to any cooling tower discharge from
        One
        California Plaza. To Contributor's Knowledge, MetLife voluntarily ceased
        using
        the base building cooling towers after Maguire Properties, L.P., acting in
        its
        capacity as the owner of 333 S. Grand Avenue, Los Angeles, California, objected
        to Met Life. To Contributor's Knowledge, this objection resulted in Met Life
        entering into a contract with Central Plant Inc. for the provision of chilled
        water to the OCP Real Property. So long as the operation of the One California
        Plaza building HVAC plant is unlikely to injure or unreasonably interfere
        with
        the 333 S. Grand Avenue, Los Angeles, California property or its owner,
        Contributor’s asset management team may consider plans to resume the operation
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      including
        by using plume abatement systems to minimize cooling tower discharge.
        Contributor’s asset management team may also consider other plans to obtain
        chilled water at the One California Plaza building.

       

      (j) To
        Contributor's Knowledge, each development which constitutes 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, but expressly excluding chilled
        water with respect to One California Plaza, which the parties acknowledge
        is
        currently being provided by an independent third-party from an off-site
        location).

       

      (k) [Intentionally
        Omitted.]

       

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

       

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

       

      (n) Tax.

       

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

       

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


       


      
        
          
          

        

        
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      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 the SPEs. There
        are
        not in effect any waivers or extensions with respect to taxes payable by
        any of
        the SPEs.

       

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

       

      (iv) Except
        as
        set forth on Exhibit Z,
        to
        Contributor's Knowledge, the total gross revenues generated by the SPE Property
        between 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 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
        Contributor’s knowledge, the tax basis of the Real Property (including all of
        its components) as set forth on Exhibit
        R
        is
        correct and complete in all respects.

       

      (o) Title.
        Each
        SPE is the owner of the Real Property such SPE is identified as owning as
        set
        forth on Schedule
        1
        attached
        hereto. Each 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,
        the Existing Mortgages and Permitted Exceptions.

       

      (p) Ground
        Leases.
        The
        copy of the ground lease to OCP that has been delivered or made available
        to
        Venture 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
        OCP. No leasing or similar commissions are due, nor will any become due,
        in
        connection with the ground lease to OCP or any renewal or extension or expansion
        thereof. Contributor has not received any written notice of any default or
        breach from the ground lessor to OCP, and to Contributor's Knowledge, no
        party
        is in default under the ground lease with OCP. 

       

      (q) Existing
        Mortgages.
        The
        documents and instruments constituting the Existing Mortgages that were made
        available to Venture pursuant hereto are true, correct and complete copies
        of
        the Existing Mortgages, including any and all amendments or supplements thereto.
        The documents listed in Exhibit
        J are
        all
        of the documents and instruments in effect with respect to the Existing
        Mortgages. Contributor has not received any written notice of default or
        breach
        from any lender under or in connection with the Existing Mortgages.

       

      (r) OFAC.
        (a)
        Contributor, and to Contributor's Knowledge each person or entity owning
        an
        interest in Contributor other than people or entities owning an interest
        through
        Maguire Properties, Inc., is (i) not currently identified on the Specially
        Designated Nationals and Blocked Persons List maintained by the Office of
        Foreign Assets Control, Department of the Treasury ("OFAC")
        and/or
        on any other similar list maintained by OFAC pursuant to any authorizing
        statute, executive order or regulation (collectively, 

       


      
        
          
          

        

        
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      the
        "List"),
        and
        (ii) not a person or entity with whom a citizen of the United States is
        prohibited to engage in transactions by any trade embargo, economic sanction,
        or
        other prohibition of United States law, regulation, or Executive Order of
        the
        President of the United States, (b) none of the funds or other assets of
        Contributor constitute property of, or are beneficially owned, directly or
        indirectly, by any Embargoed Person (as hereinafter defined), (c) to
        Contributor's Knowledge, no Embargoed Person has any interest of any nature
        whatsoever in Contributor (whether directly or indirectly) and (d) Contributor
        has implemented procedures, and will consistently apply those procedures,
        to
        ensure the representations and warranties of this Section 7.1(r)
        remain
        true and correct at all times. The term "Embargoed
        Person"
        means
        any person, entity or government subject to trade restrictions under U.S.
        law,
        including but not limited to, the International Emergency Economic Powers
        Act,
        50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et
        seq., and any Executive Orders or regulations promulgated thereunder with
        the
        result that the investment in Contributor is prohibited by law or Contributor
        is
        in violation of law.

       

      (s) Employees
        and Benefit Plans.
        Effective as of the Closing, none of the SPEs is a party to, nor maintains,
        any
        employee benefit plan or employee welfare plan (within the meaning of the
        ERISA), and none of the SPEs has any obligation to contribute to any
        multi-employer plan (within the meaning of ERISA).

       

      (t) 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 Investor or Venture. None of the SPEs is obligated to issue
        additional ownership interests or to distribute additional ownership interests
        to any other parties whatsoever.

       

      (u) Other
        Assets.
        With
        respect to each SPE, since the formation of the applicable SPE, the only
        real
        property asset that the applicable SPE has owned, directly or indirectly,
        is the
        Real Property owned thereby on the date hereof, and the only business the
        applicable SPE has engaged in, directly or indirectly, is the ownership and
        operation of such Real Property. None of the SPEs own, control or hold with
        the
        power to vote, directly or indirectly, any shares of capital stock or beneficial
        interest in any corporation, partnership, limited liability company,
        association, joint venture or other entity.

       

      (v) SPEs
        Not Reporting Company.
        None of
        the SPEs is required to file reports pursuant to Sections 12(g) or 15(d)
        of the
        Securities Exchange Act of 1934, as amended.

       

      (w) Financial
        Statements.
        The
        Contributor will prior to the Closing deliver to Investor copies of the
        financial statements for the SPEs 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 the applicable 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
        the SPEs as a whole, other than, in each case, as a result of (i) changes
        in general economic conditions nationally, regionally or within the market
        in
        which the Real Property owned by such SPE is located; and (ii) changes in
        the real estate industry generally and the office building leasing market
        specifically. 

       

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

       

       


      
        
          
          

        

        
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      (y) Capitalization.
        The
        applicable Ownership Interests in each SPE are the only authorized, issued
        or
        outstanding equity interests in each SPE. All of such Ownership Interests
        (i) are validly issued, fully paid and nonassessable, (ii) are, and
        when issued were, free of preemptive rights, and (iii) are directly or
        indirectly owned legally and beneficially by the Contributor and, 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 Contributor has not previously assigned, transferred
        or encumbered the applicable Ownership Interests in any of the SPEs. None
        of the
        Ownership Interests in the SPEs 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
        Contributor or any of its Affiliates to cause any 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 any such
        SPE. 

       

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

       

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

       

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

       


      
        
          
          

        

        
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      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, Investor and
        Venture and anyone claiming by, through or under either of them hereby waive
        their respective right to recover from and fully and irrevocably release
        the
        Contributor Parties from any and all Losses (as hereinafter defined) that
        they
        may now have or hereafter acquire against any of the Contributor Parties
        arising
        from or related to the condition, valuation, salability or utility of the
        Improvements or the Real Property, or their suitability for any purpose
        whatsoever as of the Closing (including any construction defects, errors,
        omissions or other conditions,
        latent
        or otherwise, and the presence in the soil, air, structures or surface or
        subsurface waters of materials or substances that have been or may in the
        future
        be determined to be Hazardous Substances or otherwise toxic, hazardous,
        undesirable or subject to regulation and that may need to be specially treated,
        handled and/or removed from any of the Real Property under current or future
        federal, state and local laws, regulations or guidelines). This release includes
        Losses of which Investor and Venture are presently unaware or which Investor
        and
        Venture do not presently suspect to exist which, if known to them, would
        materially affect their release of the Contributor Parties. In this connection
        and to the extent permitted by law, Investor and Venture hereby agree, represent
        and warrant that they realize and acknowledge that factual matters now unknown
        to them may have given or may hereafter give rise to Losses which are presently
        unknown, unanticipated and unsuspected, and Investor and Venture further
        agree,
        represent and warrant that the waivers and releases herein have been negotiated
        and agreed upon in light of that realization and that each nevertheless hereby
        intends to release, discharge and acquit the Contributor Parties from any
        such
        unknown Losses. 

       

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

       

      (a) Formation
        and Authority.
        Investor has been duly formed, is validly existing, and is in good standing
        as a
        Delaware limited liability company. Investor is in good standing and is
        qualified to do business in each jurisdiction in which it is required to
        be so
        qualified. Investor has the full right and authority and 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 

       


      
        
          
          

        

        
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      has
        been,
        and all of the documents to be delivered by Investor at the Closing will
        be,
        authorized and properly executed and constitutes, or will constitute, as
        appropriate, the valid and binding obligation of Investor, enforceable in
        accordance with their terms.

       

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

       

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

       

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

       

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

       

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

       

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

       

      (b) Consents
        and Approvals; No Violation.
        Neither
        the execution and delivery of this Agreement by Venture nor the consummation
        by
        Venture of the transactions contemplated hereby will (a) 

       


      
        
          
          

        

        
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      require
        Venture to file or register with, notify, or obtain any permit, authorization,
        consent, or approval of, any governmental or regulatory authority; (b) conflict
        with or breach any provision of the organizational documents of Venture;
        (c)
        violate or breach any provision of, or constitute a default (or an event
        which,
        with notice or lapse of time or both, would constitute a default) under,
        any
        note, bond, mortgage, indenture or deed of trust to which Venture is a party;
        or
        (d) violate any order, writ, injunction, decree, judgment, statute, law or
        ruling of any court or governmental authority applicable to
        Venture.

       

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

       

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

       

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

       

      7.4Survival
        of Representations and Warranties.
        The
        representations and warranties set forth in this Article 7 are made as of
        the
        date of this Agreement and are remade as of the Closing and shall not be
        deemed
        to be merged into or waived by the instruments of Closing, but shall survive
        the
        Closing for a period of twelve (12) months, except for those representations
        and
        warranties set forth in Sections 7.1(c), 7.1(n) and 7.1(z), which shall survive
        until thirty (30) days after the expiration of the relevant statute of
        limitations and except for those representations and warranties set forth
        in
        Section 7.1(a), 7.2(a), 7.3(a), 7.1(b), 7.2(b), 7.3(b), 7.1(h), 7.1(i),
        7.1(t), 7.1(u), 7.1(v), 7.1(x) and 7.1(y) which shall survive indefinitely.
        Contributor, Venture and Investor shall have the right to bring an action
        thereon only if Contributor or Investor, as the case may be, has given the
        other
        party written notice of the circumstances giving rise to the alleged breach
        within the applicable survival period; provided further, however, that neither
        Venture nor Investor shall have the right to bring an action against Contributor
        with respect to the representations and warranties set forth in Section 7.1(o),
        without
        first making and exhausting any claims that could reasonably be made under
        the
        Title Policies to compensate such party for the same harm being claimed as
        a
        result of a breach of such representations or warranties
        by
        Contributor.

       

      ARTICLE
        8:INDEMNIFICATION

       

      8.1Contributor’s
        Indemnity.
        Contributor agrees to indemnify, defend and hold harmless each of Venture
        and
        Investor from and against any liability, claim, demand, loss, expense or
        damage
        (collectively, “Loss”)
        incurred by Venture or Investor, respectively, as a result of or arising
        from
        (i) any breach of the representations and warranties made by Contributor
        herein or in any document furnished by 

       


      
        
          
          

        

        
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      or
        on
        behalf of Contributor pursuant to this Agreement, or (ii) any breach or
        nonfulfillment of any covenant or agreement on the part of Contributor under
        this Agreement, but only to the extent such covenant or agreement expressly
        survives the Closing by its terms.

       

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

       

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

       

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

       

      8.5Procedure.
        The
        following provisions govern all actions for indemnity under this Article
        8
        and any
        other provision of this Agreement. Promptly after receipt by an indemnitee
        of
        notice of any claim, such indemnitee will, if a claim in respect thereof
        is to
        be made against the indemnitor, deliver to the indemnitor written notice
        thereof
        and the indemnitor shall have the right to participate in and, if the indemnitor
        agrees in writing that it will be responsible for any Losses incurred by
        the
        indemnitee with respect to such claim, to assume the defense thereof, with
        counsel reasonably satisfactory to the other parties; provided, however,
        that an
        indemnitee shall have the right to retain its own counsel (to be reasonably
        acceptable to the indemnitor), with the reasonable fees and expenses to be
        paid
        by the indemnitor, if the indemnitee reasonably believes, after consultation
        with counsel, that representation of such indemnitee by the counsel retained
        by
        the indemnitor would be inappropriate due to actual or potential differing
        interests between such indemnitee and any other party represented by such
        counsel in such proceeding. The failure of indemnitee to deliver written
        notice
        to the indemnitor within a reasonable time after indemnitee receives notice
        of
        any such claim shall relieve such indemnitor of any liability to the indemnitee
        under this indemnity only if and to the extent that such failure is prejudicial
        to the indemnitor’s ability to defend such action. If an indemnitee settles a
        claim without the prior written consent of the indemnitor, then the indemnitor
        shall be released from liability with respect to such claim unless the
        indemnitor has unreasonably withheld such consent.

       

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

       

      (a) No
        party
        shall have any liability to another party for breach of (i) any warranty or
        representation contained herein or in any schedule annexed hereto or certificate
        delivered in connection herewith or (ii) any covenant herein, unless, in
        either case, the indemnitee has given the indemnitor written notice stating
        in
        reasonable detail the factual basis for such breach. In the case of clause
        (i) immediately preceding, such notice must be given prior to the date (the
“Clause
        (i) Survival Date”)
        on
        which such representation or warranty shall have ceased to survive as provided
        in Section 7.4
        above,
        and in the case of clause (ii) immediately preceding, such notice must be
        given prior to the date (the “Clause
        (ii) Survival Date”)
        that
        is twelve (12) months after the Closing; provided, however, if a covenant
        breach


       


      
        
          
          

        

        
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      shall
        have occurred less than thirty (30) days prior to the Clause (ii) Survival
        Date, indemnitee shall have an additional thirty (30) days after such date
        to
        give such notice. In either event, no party shall have any liability to another
        party for any breach described in clause (i) or clause (ii) of this
Section 8.6(a)
        unless
        the indemnitee shall have commenced a legal proceeding in respect of such
        breach: (A) in the case of clause (i), prior to the date which is three (3)
        months after the Clause (i) Survival Date; or (B) in the case of clause
        (ii), prior to the date which is three (3) months after the Clause
        (ii) Survival Date.

       

      (b) Contributor
        shall have no liability to any other party for Losses pursuant to Section 8.1,
        or for
        breach of the underlying representations, warranties, covenants or agreements
        which are the subject of Contributor's indemnification obligations set forth
        in
Section 8.1
        (“Damages”),
        unless and until the aggregate amount of Damages, when aggregated with the
        amount of Damages sustained by Contributor under (and as such term is defined
        in) the Cerritos P&S (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 Contributor's indemnification
        obligations set forth in Section 8.1,
        and
        Contributor's liability for any breach of the underlying representations,
        warranties, covenants or agreements which are the subject of the indemnification
        obligations set forth in such section shall, when added to Contributor's
        corresponding liabilities under the Cerritos P&S, collectively be limited to
        an aggregate amount for Contributor 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 Contributor shall
        have
        no liability with respect to, Losses attributable to any breaches of
        representations, warranties or covenants of which the indemnitee had knowledge
        prior to Closing and could have terminated this Agreement but chose not to
        do
        so, unless and except for (i) breaches arising out of representations and
        warranties known to Contributor to have been false at the time they were
        made,
        and (ii) breaches arising out of actions or omissions of Contributor
        willfully performed or omitted in order to cause such breach. In no event
        shall
        Contributor have any liability to any other party for exemplary or punitive
        damages. The provisions of this Section 8.6
        shall
        become effective only upon, and shall survive the Closing.

       

      ARTICLE
        9:MISCELLANEOUS

       

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

       

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

       

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

       

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

       

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      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 Contributor,
        and Macquarie Capital Partners, which shall be paid solely by Investor. 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 

       


      
        
          
          

        

        
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      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
        Contributor:     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
        Investor:      Macquarie
        Real Estate, Inc.

      One
        North
        Wacker Drive, Level 9

      Chicago,
        Illinois 60606

      Attention: Kristin
        Marsilje

      Facsimile: 312-499-8686

      Email: kristin.marsilje@macquarie.com

       

      With
        a
        copy to:      Macquarie
        Office Trust

      c/o
        Macquarie Office Management Limited

      Level
        13,
        1 Martin Place

      Sydney,
        Australia NSW 2000

      Attention: Jill
        Rikard-Bell

      Facsimile: 011-61-28-232-6510

      Email: jill.rikard-bell@macquarie.com

      


      and
        to:            Mayer,
        Brown, Rowe & Maw LLP

      71
        South
        Wacker Drive

      Chicago,
        Illinois 60606

      Attention: Ronald
        R.
        Dietrich

      Facsimile: 312-701-7711

      Email: rdietrich@mayerbrownrowe.com

      



      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      


      If
        to
        Venture:        Macquarie
        Office Trust

      c/o
        Macquarie Office Management Limited

      Level
        13,
        1 Martin Place

      Sydney,
        Australia NSW 2000

      Attention: Jill
        Rikard-Bell

      Facsimile: 011-61-28-232-6510

      Email: jill.rikard-bell@macquarie.com

      


      with
        a
        copy to:       Mayer,
        Brown, Rowe & Maw LLP

      71
        South
        Wacker Drive

      Chicago,
        Illinois 60606

      Attention: Ronald
        R.
        Dietrich

      Facsimile: 312-701-7711

      Email: rdietrich@mayerbrownrowe.com

      


      and
        to            Maguire
        Properties, L.P.

      333
        South
        Grand Avenue, Suite 400

      Los
        Angeles, California 90071     

      Attention: Robert
        Maguire and Mark Lammas   

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

      Email: Robert.Maguire@MaguireProperties.com
        and Mark.Lammas@MaguireProperties.com

      


      


      with
        a
        copy to:       Skadden,
        Arps, Slate, Meagher & Flom. LLP

      300
        South
        Grand Avenue, Suite 3400

      Los
        Angeles, California 90071

      Attention: Rand
        April

      Facsimile: 213-687-5600

      Email: RApril@Skadden.com

      


      9.14Construction.
        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).

       

      9.17Execution
        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


       


      
        
          
          

        

        
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      one
        Agreement.  To facilitate execution of this Agreement, the parties may
        execute and exchange by telephone facsimile or email counterparts of the
        signature pages.

       

      9.18Further
        Assurances.
        In
        addition to the acts and deeds recited herein and contemplated to be performed,
        executed and/or delivered by either party at Closing, each party agrees to
        perform, execute and deliver, on or after the Closing any further actions,
        documents, and will obtain such consents, as may be reasonably necessary
        or as
        may be reasonably requested to fully effectuate the purposes, terms and
        conditions of this Agreement or to further perfect the conveyance, transfer
        and
        assignment of the Property to Venture.

       

      9.19Waiver
        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.

       

      9.20Bulk
        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.

       

      9.21Automatic
        Termination.
        This
        Agreement shall automatically terminate without the action of any party
        (i) upon the date which is one (1) year from the date of this Agreement,
        and (ii) if any of the Additional Agreements have been terminated pursuant
        to their terms and, in either of such events, all obligations of the parties
        hereunder shall thereupon terminate, except for those obligations set forth
        herein that expressly survive the termination of this Agreement, and except
        that
        no such termination shall relieve any party from liability for any prior
        breach
        of or default under this Agreement.

       

      [Signature
        Page Follows]

       

       


      
        
          
          

        

        
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      SIGNATURE
        PAGE TO

       

      CONTRIBUTION
        AND INVESTMENT AGREEMENT

       

      BY
        AND
        BETWEEN

       

      MAGUIRE
        MACQUARIE OFFICE, LLC

       

      MAGUIRE
        PROPERTIES, L.P. AND

       

      MACQUARIE
        OFFICE II, LLC

       

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

       

      


       

      VENTURE:


       

      MAGUIRE
        MACQUARIE OFFICE, LLC, a Delaware limited liability company

       

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

       

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


       

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

       

      
        	 	
                By:

              	 /s/ Dallas E. Lucas	 


      

      
        	 	
                Name:

              	Dallas E. Lucas	 


      

      
        	 	
                Title:

              	 Executive Vice President & CFO	 


      

       

      


       

      CONTRIBUTOR:

       

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

       

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

       

      
        	 	
                By:

              	 /s/ Dallas E. Lucas	 


      

      
        	 	
                Name:

              	Dallas E. Lucas	 


      

      
        	 	
                Title:

              	 Executive Vice President & CFO	 


      

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      


       

      INVESTOR:

       

      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