ASSUMPTION AND MODIFICATION AGREEMENT

                              SENIOR MEZZANINE LOAN



         THIS ASSUMPTION AND MODIFICATION AGREEMENT - SENIOR MEZZANINE LOAN

("AGREEMENT") is dated as of April 14, 2004 ("EFFECTIVE DATE"), among FLEET

NATIONAL BANK ("Lender"), having an address at 100 Federal Street, Boston,

Massachusetts 02110, Attn: Real Estate Division; BRE/PARK PLACE MEZZANINE,

L.L.C., a Delaware limited liability company ("ORIGINAL BORROWER"), having an

address at c/o Blackstone Real Estate Advisors, 345 Park Avenue, 32nd Floor, New

York, New York 10154, and MP - PARK PLACE SENIOR MEZZANINE, LLC, a Delaware

limited liability company ("NEW BORROWER"), having an address at 333 South Grand

Avenue, Suite 400, Los Angeles, California 90071. New Borrower's taxpayer

identification number is 20-0896248. Original Borrower and New Borrower are

hereinafter sometimes collectively referred to as "BORROWER PARTIES".



                              PRELIMINARY STATEMENT



         A. Original Borrower is the sole member of BRE/Park Place L.L.C., a

Delaware limited liability company ("ORIGINAL PROPERTY OWNER"), which is the

current fee simple owner of that certain real property ("LAND") and the

buildings and improvements thereon ("IMPROVEMENTS"), located at 3333, 3337 and

3345-3355 Michelson Drive, in Irvine, Orange County, California (the Land and

the Improvements are hereinafter sometimes collectively referred to as the

"PROJECT").



         B. Lender is the current owner and holder of a loan ("LOAN") in the

original principal amount of $26,500,000.00 made pursuant to that certain

Mezzanine Loan and Security Agreement, dated as of September 18, 2002, between

German American Capital Corporation ("ORIGINAL LENDER") and Original Borrower,

as amended by that certain First Amendment to Mezzanine Loan and Security

Agreement and Other Loan Documents, dated as of September 30, 2002 (the "FIRST

AMENDMENT"), between Original Lender and Original Borrower (as amended, from

time to time, the "LOAN AGREEMENT"), which is evidenced by a Mezzanine Note,

dated as of September 18, 2002, in the principal amount of $26,500,000.00,

executed by Original Borrower in favor of Original Lender, as amended by the

First Amendment (as amended, from time to time, the "NOTE"), and secured by,

among other things, that certain Pledge and Security Agreement, dated as of

September 18, 2002, made by Original Borrower in favor of Original Lender, as

amended by the First Amendment (as amended, from time to time, the "ORIGINAL

SECURITY INSTRUMENT" and, collectively with the Loan Agreement, the Note, and

any and all other documents evidencing, securing or in any manner relating to

the Loan, as more particularly described in Exhibit A attached hereto, the "LOAN

DOCUMENTS").



         C. The Loan and the Loan Documents were assigned by Original Lender to

Lender pursuant to that certain Omnibus Assignment of Mezzanine Loan and

Mezzanine Loan Documents dated as of October 21, 2002, between Original Lender

and Lender.



         D. New Borrower is the sole member of Maguire Properties - Park Place,

LLC, a Delaware limited liability company ("NEW PROPERTY OWNER"), which desires

to purchase the Property from the Original Property Owner.



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         E. In connection with such purchase of the Project by New Property

Owner, Original Property Owner desires to assign and New Property Owner desires

to assume all of the obligations of Original Property Owner under the Loan

Documents (Mortgage) and Original Borrower desires to assign and New Borrower

desires to assume all of the obligations of Original Borrower under the Loan

Documents.



         F. A sale of Original Borrower's direct or indirect interests in the

Project to, and the assumption of the Loan by, a third party without the consent

of the holder is prohibited by the terms of the Original Security Instrument and

the terms of the Loan Agreement.



         G. Subject to the terms and conditions of this Agreement, the Lender

has agreed to consent to the following requested actions (the "REQUESTED

ACTIONS"): (i) Original Property Owner selling its interest in the Project to

New Property Owner, (ii) New Property Owner assuming all of Original Property

Owner's obligations under the Loan Documents (Mortgage) (as defined in the Loan

Agreement), (iii) New Borrower assuming all of Original Borrower's obligations

under the Loan Documents, (iv) Lender recognizing New Borrower as the "Borrower"

under the Loan and Loan Documents, and (v) New Borrower pledging its one hundred

percent (100%) membership interest in New Property Owner (the "New Property

Owner Interests") as additional collateral for the Loan.



         H. All terms not defined herein shall have the meaning set forth in the

Loan Agreement.



         In consideration of $10.00 paid by each of the parties to the other,

the mutual covenants set forth below, and other good and valuable consideration,

receipt and sufficiency of which are acknowledged, the parties agree as follows:



                                    ARTICLE I



                 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS



         1.1. ORIGINAL BORROWER REPRESENTATIONS. As a material inducement to

Lender to enter into this Agreement and to consent to the Requested Actions,

Original Borrower acknowledges, warrants, represents and agrees to and with

Lender as follows:



                  (a) Authority of Original Borrower. Original Borrower is a

duly organized, validly existing limited liability company in good standing

under the laws of the State of Delaware and is duly authorized to transact

business in the State of California. David Z. Hirsh is a Vice President of

Original Borrower. David Z. Hirsh, acting alone, without the joinder of any

other manager, member or officer of Original Borrower or any other party has the

power and authority to execute this Agreement on behalf of and to duly bind

Original Borrower under this Agreement. The execution and delivery of, and

performance under, this Agreement by Original Borrower has been duly and

properly authorized pursuant to all requisite company action and will not (i)

violate any provision of any law, rule, regulation, order, writ, judgment,

injunction, decree, determination or award presently in effect having

applicability to Original Borrower or the certificate of formation or the

operating agreement or any other organizational document of Original Borrower

that would materially impair the status of Original Borrower or its ability to

operate its business, or (ii) result in a breach of or constitute or cause a

default under any



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indenture, agreement, lease or instrument to which Original Borrower or Original

Property Owner is a party or by which the Project or the Collateral (as defined

in the Loan Agreement) may be bound or affected that would materially impair the

Project, the Collateral or Original Borrower's ability to operate its business.



                  (b) Compliance with Laws. To Original Borrower's knowledge,

all permits, licenses or other evidences of authority to use and operate the

Project as it is presently being operated and as contemplated by the Loan

Documents are current, valid and in full force and effect. Neither Original

Borrower nor Original Property Owner has received any written notice from any

governmental entity claiming that Original Property Owner or the Project is not

presently in compliance with any laws, ordinances, rules and regulations bearing

upon the use and operation of the Project.



                  (c) Rent Roll. The Rent Roll ("RENT ROLL") attached hereto and

made a part hereof as EXHIBIT C is a true, complete and accurate summary of all

tenant leases ("LEASES") affecting the Project as of the date of this Agreement.



                  (d) Leases. The Leases are the only leases affecting the

Project and are currently in full force and effect. Neither Original Borrower

nor Original Property Owner has been notified in writing of any uncured landlord

default under any of the Leases; there are no leasing broker's or finder's

commissions of any kind due or to become under any Lease or the Project except

as may be applicable to future lease renewals or expansions; the rents and

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